Alchemist Realty Ltd.
|BSE: 532114||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE646D01024|
|BSE 00:00 | 28 Feb||Alchemist Realty Ltd|
|NSE 05:30 | 01 Jan||Alchemist Realty Ltd|
Alchemist Realty Ltd. (ALCHEMISTREALTY) - Director Report
Company director report
To the Shareholders
We are pleased to present the 35th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements for thefinancial year ended 31st March 2019. The financial highlights for the yearunder review are given below:
The volatility and uncertainty in the economy continued during theyear. The real estate market has been among the sectors worst hit by the economic downturn which coupled with high interest rates in the face of persistent inflation anddelays in securing mandatory government approvals has kept vary home buyers away for thelast couple of years. Due to slow down in the markets across the world the standalone netrevenue of your Company was Rs. 236.59 lacs as compared to revenue of Rs. 47.16 Lacs inprevious year and has incurred a loss after tax of Rs.1608.38 Lacs against loss of Rs.293.26 Lacs in previous year. Further consolidate net revenue of your Company was Rs.236.59 lacs as compared to last year profit of Rs. 49.65 Lacs in previous year and hasincurred a loss after tax of Rs.1732.16 Lacs against loss of Rs. 440.71 Lacs in previousyear.
The prospective vision of the Company with the evaluation of thebusiness and operations of the Company are provided in the Report on Management Discussionand Analysis forming 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 theyear.
DIVIDEND & TRANSFER OF RESERVE-:
Considering the continued weak operating environment in the standalonebusiness and in view of the losses for the year no dividend is permitted to be paid tothe members for Financial Year 2018-19 as per the Companies (Declaration and Payment ofDividend) Rules 2014.There is no transfer to reserves during the financial year.
There is no change in the Authorized and paid up Share Capital of theCompany during the period under review. The authorized share capital of the Company is Rs.160000000 divided into 80000000 Equity Shares of Rs. 2/- each. The paid up EquityShare Capital of the Company is Rs. 1482.02 Lacs divided into 74101000 equity Shares ofRs. 2/-each.
Issue of Equity Shares with Differential Rights-:
During the period under review the Company has not issued any EquityShares with Differential Rights.
Issue of Employee Stock Options-:
During the period under review the Company has not issued any EmployeeStock Options as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules2014).
Issue of Sweat Equity Shares-:
During the period under review the Company has not issued any sweatequity shares as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules2014).
During the year under review-:
(a) Issue of equity Shares with differential rights : Nil
As the members are aware the Company's equity shares arecompulsorily tradable in electronic form. As on March 31st 2019 74075682(99.96%) of the Company's total paid-up share capital representing 74101000 sharesare in dematerialized form. In view of the numerous advantages offered by the Depositorysystem members holding shares in physical mode are advised to avail of the facility ofdematerialization from either of the depositories.
The Company's shares are listed on the Bombay Stock Exchange Ltd.(BSE) and are actively traded. The listing fees for the year 2019-20 has already beenpaid.
SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS-:
As on 31st March 2019 the Company has one wholly ownedsubsidiary i.e. Alchemist Hill Resorts Private Limited and one Subsidiary Company i.e.Century 21 Properties India Private Limited.
In accordance with Section 129(3) of the Companies Act 2013 theCompany has prepared a consolidated financial statement of the Company and all itssubsidiary companies which is forming part of the Annual Report. Alchemist Hill ResortsPrivate Limited did not do any commercial activity during the financial year.
Pursuant to Section 129(3) of the Act a statement containing thesalient features of the financial statements of the subsidiary companies are attached tothe Financial Statements in Form AOC-1 is annexed as Annexure -1.
The Company will make available the said financial statements andrelated detailed information of the subsidiary companies upon the request by any member ofthe Company or its subsidiary companies. These financial statements will also be kept openfor inspection by any member at the Registered Office of the Company. The ConsolidatedFinancial Statements presented by the Company include the financial statements of itssubsidiary companies also.
SHIFTING OF REGISTERED OFFICE :
The Company has made an application to the Hon'ble RegionalDirector at Mumbai for shifting of its registered office from State of Maharashtra toNational Capital Territory of Delhi. The Hon'ble Regional Director Mumbai has passedorder dated 27thday of March 2018 vide order No. RD/UDC/Sec. 13/53/06/2017/3for the confirmation of shifting of registered office from State of Maharashtra toNational Capital Territory of Delhi. Further the Company has shifted its registered officeto Building 23 Nehru Place New Delhi-110019 with effect from 21st day of May2018 in this regard the Company has also received the certificate from the Registrar ofCompanies NCT of Delhi & Haryana dated 02nd June 2018 during the periodunder review.
Your Company has not accepted deposits within the meaning of Section 73and 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.The question of non-compliance of the relevant provisions of the law relating toacceptance of deposit does not arise.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS-:
Particulars of loans given investments made or securities provided bythe Company have been disclosed in the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES-:
All related party transactions are presented to the Audit Committee andthe Board. Approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee periodically specifying the nature value and terms and conditions of thetransactions.
Related Party Transaction Policy as approved by the Board is uploadedon Company's Website at the web link i.e http://www.alchemistrealty.com//investors.html.
The details of the transactions with the Related Party are provided inthe accompanying financial statements. None of the Directors has any pecuniaryrelationships or transactions vis--vis the Company.
During the year the Company has not entered into any arrangement /transaction with related parties which could be considered material in accordance with theCompany's policy on related party transactions.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING& OUTGO-:
All possible measures have been undertaken successfully by your Companyto achieve the desired objective of energy conservation and technology absorption.Particulars of energy conservation technology absorption and foreign exchange earningsand outgo required under the Companies (Accounts) Rules 2014 is annexed as Annexure-2.
CORPORATE SOCIAL RESPONSIBILITY-:
Since the Company does not fall under the criteria as prescribed underSection 135 (1) of the Companies Act 2013 hence the Company is not required toconstitute Corporate Social Responsibility Committee.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELAPPOINTED/RESIGNED/RETIRED DURING THE YEAR-: Appointment-Reappointment of Directors-:
In accordance with the provisions of Section 152 of the Act and rulesmade there under Mr. Ajay Arora Director (DIN: 02577621) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends re-appointment of Mr. Ajay Arora at the ensuing Annual General Meeting.
Changes in Directors and Key Managerial Personnel
During the year the Company has appointed Mr. Vinay Kumar Mittal on therecommendations of Nomination and Remuneration Committee the Board of Directorsre-appointed Mr. Vinay Kumar Mittal as a Managing Director of the Company for a period ofthree years w.e.f. 28.05.2018 to 27.05.2021.
Ms. Nidhi Dhawan had resigned on 19.02.2019 from the post of CompanySecretary & Compliance officer the same is fulfilled by Ms. Priyanka as CompanySecretary & Compliance officer w.e.f. 25.02.2019.
Brief resume nature of expertise details of directorships held inother companies of the Directors proposed to be reappointed along with their shareholdingin the Company as stipulated under Secretarial Standard 2 and Regulation 36 of theListing Regulations is appended as an Annexure to the Notice of the ensuing AnnualGeneral Meeting.
Declaration by Independent Director(s):
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Act and relevant regulation of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges. All IndependentDirectors shall hold office for a term up to five consecutive years on the Board of aCompany but shall be eligible for reappointment for next five years on passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sReport.
The details of program for familiarization of Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare put up on the website of the Company at http://www.alchemistrealty.com/. All theIndependent Directors of the Company are made aware of their role responsibilities &liabilities at the time of their appointment /re-appointment through a formal letter ofappointment which also stipulates various terms and conditions of their engagement.
Separate Meeting of Independent Directors:
In terms of requirements under Schedule IV of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separatemeeting of the Independent Directors was held on March 29th 2019. TheIndependent 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 intoaccount the views of Executive Directors and Non-Executive Directors.
Assessed the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
The details required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theCorporate Governance Report.
During the financial year ended 31st March 20195 (Five)Board Meetings and 4 (Four) Audit Committee Meetings 4 (Four) Stakeholders RelationshipCommittee Meetings and 3 (Three) Nomination & Remuneration Committee Meeting wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations 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 membershipand attendance at meetings of the Committees are provided in the Corporate Governancereport forming part of Annual Report.
COMPANY POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION-:
The Company has in place a Nomination & Remuneration Committee inaccordance with the requirements of the Companies Act 2013 read with the rules madethereunder and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements)Regulation 2015. The details relating to the same are given in Report on CorporateGovernance forming part of this Report.
The Committee has formulated a policy on Director's appointmentand remuneration including recommendation of remuneration of the Key Managerial Personneland senior management board diversity composition and the criteria for determiningqualifications positive attributes and independence of a Director.
PREVENTION OF INSIDER TRADING-:
The Company has adopted a code of conduct for prevention of insidertrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of Un-Published Price SensitiveInformation (UPPSI) in relation to the Company and during the period when the tradingwindow is closed. The Board is responsible for implementation of the code.
ANNUAL EVALUATION OF BOARD-:
The Board of directors has carried out an annual evaluation of its ownperformance board committees and individual Directors pursuant to the provisions of theact and the corporate governance requirements as prescribed under Regulation 27(2) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The performance of the Board was evaluated by the board after seekinginputs from all the Directors on the basis of the criteria such as the Board compositionand structure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee 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 theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of Executive Directors andNon-Executive Directors. The same was discussed in the board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and individual Directors was also discussed.
VIGIL MECHANISM / WHISTLE BLOWER POLICY/ RISK MANAGEMENT-:
In order to ensure that the activities of the Company and its employeesare conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behaviour the Company has adopted a VigilMechanism Policy/ Whistle Blower policy.
In today's challenging and competitive environment strategies formitigating inherent risks in accomplishing the growth plans of the Company are imperative.The common risks inter alia are: regulations competition business risk investmentsretention of talent and expansion of facilities. Business risk inter-alia furtherincludes financial risk political risk fidelity risk legal risk. These risks areassessed and steps as appropriate are taken to mitigate the same. The management has takenall necessary steps to identify the elements of risks if any. The management hasimplemented an effective and meaningful system to safeguard the assets of the company. TheBoard has to review the business plan at regular intervals and develop the Risk ManagementStrategy which shall encompass laying down guiding principles on proactive planning foridentifying analyzing and mitigating all the material risks both external and internalviz. environmental business operational financial and others. Communication of RiskManagement Strategy to various levels of management for effective implementation isessential for achieving the goals of the organisation.
INTERNAL CONTROL SYSTEM-:
Details of internal control system and its adequacy are included in theManagement Discussion 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 inline with the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee has been dulyconstituted to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. During theyear 2018-2019 no complaints were received by the Company related to sexual harassment.
M/s Soin Associates Chartered Accountants have been appointed asstatutory auditors of the Company at the 33rd Annual General Meeting held onSeptember 22 2017 for a period of five years.
The Company has received a certificate from M/s Soin AssociatesChartered Accountants and Statutory Auditors to the effect that their re-appointment iswithin the limits prescribed under Section 141(3)(g) of the Companies Act 2013 and theyare not disqualified to be re-appointed as Statutory Auditors.
The provisions of ratification of appointment of auditors have beenomitted.
EXPLANATION TO AUDITOR'S REMARKS-:
Your Directors wish to clarify the variouspoints/observations/qualifications reported by the Statutory Auditors asunder:-Observation under the head of "Basis of qualification" to the main reportregarding the trade receivables more than six months from the date become due for paymentyour Directors wish to state that the Company has extended credit from time to time as perthe market practice for export debtors and regular follow up is being done to recover thesame and the management is confident to recover the same. Hence no estimation/provisionmade by the management. However the Company is in a process of filing the necessary suitsfor the recovery of the due.
In point no. (a) the head of "Emphasis of Matter" to the mainreport regarding advances given to certain parties for purchase of properties in the nameof Company. 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 take time to resolve however the Company is confident of winning the cases andhence there is no need of any provision for these loans in the accounts.
In point no. (b) under the head of "Emphasis of Matter" tothe main report regarding amount given to certain parties on account of franchisee fee andother expenses. Your Directors wish to state that this matter is being pursued and outcomeof which is yet to be known.
In point no. (c) under the head of "Emphasis of Matter" tothe main report regarding interest free unsecured loans given to two parties. Yourdirectors wish to state that the Company has given these loans in accordance withagreements which inter-alia provide that these shall be interest free in lieu of optionsto convert them into equity shares at valuations which will compensate the Company for theinterest component. Hence no interest has been presented as due from these borrowers inthese annual accounts in view of our contractual terms of lending.
In point no. (d) under the head of "Emphasis of Matter" tothe main report regarding the demand order from the Income Tax department for the A/Y2009-10 to 2015-16 your Directors wish to clarify that the company has filed appealagainst the order passed on March 25th 2019 and therefore no provision hasbeen made in the books for the said demand.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 TheBoard has appointed M/s APR & Associates LLP Whole Time Company Secretary in Practiceto conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Reportin Form MR-3 for the financial year ended 31st March 2019 is annexed herewithmarked as Annexure-3 to this Report. There is no qualifications reservations or adverseremarks made by the Secretarial Auditor in his report.
The Company has a separate internal audit department constituting ofprofessionals undertaking audit exercise.
As our Company does not fall under the Section 148 and therefore theCompany is not required 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 Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are appended asAnnexure-4 to the Directors Report.
Your Company treats its "Human Resources" as one of its mostimportant assets. The Company has taken pragmatic steps for strengthening organizationalcompetency through involvement and development of employees as well as installingeffective systems for improving the productivity quality and accountability at functionallevels.
During the year under review your Company enjoyed cordial relationshipwith workers and employees at all levels.
Your Company has taken reasonable steps to prevent risks and the Boardis kept apprised of the risk assessment and minimization procedure. The assets of theCompany have been adequately covered under insurance. The policy values have been enhancedtaking into consideration the expanded and upgraded facilities of the Company.
EXTRACT OF ANNUAL RETURN-:
The particulars required to be furnished under Section 92(3) andSection 134(3)(a) of the Companies Act 2013 read with Companies (Management andAdministration) Rules 2014 as prescribed 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 andDisclosure Requirements) Regulations 2015 a detailed Management Discussion and AnalysisReport is presented in a separate section forming part of the Annual Report marked asAnnexure-6.
Your Company always places major thrust on managing its affairs withdiligence transparency responsibility and accountability there by upholding theimportant dictum that an organisation's corporate governance philosophy is directlylinked to high performance.
The Company is committed to adopting and adhering to establishedworld-class corporate governance practices. The Company understands and respects itsfiduciary role and responsibility towards its stakeholders and society at large andstrives to serve their interests resulting in creation of value and wealth for allstakeholders.
The compliance report on corporate governance and a certificate fromM/s APR & Associates LLP Whole Time Company Secretary in Practice regardingcompliance of the conditions of corporate governance as stipulated under regulation 27(2)and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is attached herewith as Annexure-7 to this report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY AFTER THE CLOSURE OF THE YEAR-:
There have been no material changes and commitments if any affectingthe financial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
The Company has made an application to the Hon'ble RegionalDirector at Mumbai for shifting of its registered office from State of Maharashtra toNational Capital Territory of Delhi. The Hon'ble Regional Director Mumbai has passedorder dated 27th day of March 2018 vide order No. RD/UDC/Sec. 13/53/06/2017/3for the confirmation of shifting of registered office from State of Maharashtra toNational Capital Territory of Delhi. Further the Company has shifted its registered officeto Building 23 Nehru Place New Delhi-110019 with effect from 21st day of May2018. In this regard the Company has also received the certificate from the Registrar ofCompanies NCT of Delhi & Haryana dated 02nd June 2018.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNAL-:
During the financial year no order has been received passed by theauthorities which impacts the going concern status and company's operations infuture.
DIRECTORS RESPONSIBILITY STATEMENT-:
Pursuant to the provisions of section 134(5) of the Companies Act2013 your Directors confirm:-
1. That in the preparation of Annual Accounts the applicableaccounting standards have been followed and there are no material departures;
2. That we have 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 31st March2019 and of the losses of the Company for the period ended 31st March 2019;
3. That we have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities;
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 bythe Company and such internal financial controls are adequate and operating effectively;
6. That we have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors hereby express their appreciation for the cooperationand assistance received from stakeholders banks valued clients and business associates.Your Directors also wish to place on record their deep sense of appreciation for thediligent support and efforts of the employees at all levels towards the operations andgrowth of the Company.