To the Members
The Directors have pleasure in presenting before you the 56th Annual Reportof the Company together with the Audited Financial Statements for the year ended 31stMarch 2021. The accounts are prepared in accordance with the Companies (Indian AccountingStandards) Rule 2015 (IND AS) prescribed under Section 133 of the Companies Act 2013.
| ||2020-2021 ||2019-2020 |
|The Earnings Before Interest Tax Depreciation and Amortization (EBITDA) ||857.16 ||1274.42 |
|Less: || || |
|i) Finance cost ||0.09 ||1.75 |
|ii) Depreciation/Impairment ||184.87 ||184.66 |
|The net profit before Tax ||672.20 ||1088.01 |
|Less: || || |
|Provision for Current Tax ||122.00 ||282.20 |
|Provision/(Saving) for Deferred Taxation ||84.83 ||(163.79) |
|Net Profit After Tax ||465.37 ||969.60 |
|Add: || || |
|Other Comprehensive Income/(Expense) || || |
|(does not include FVOCI shown as other reserve) ||14.12 ||2.06 |
|The balance of Profit brought forward from last year ||6282.94 ||5758.41 |
|Total ||6762.43 ||6730.07 |
|Less: || || |
|Dividend Paid on Equity Shares ||- ||205.00 |
|Tax Paid on Dividend ||- ||42.14 |
|Transfer to General Reserve ||- ||200.00 |
|Balance of Profit/(Loss) of Pudumjee Investment & Finance Company || || |
|(Pursuant to Scheme of Merger by Absorption) ||(294.65) ||- |
|Total ||(294.65) ||447.14 |
|Balance proposed to be carried forward to next year's accounts ||6467.78 ||6282.93 |
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to Sections 129 134 of the Companies Act 2013 (the Act) the ConsolidatedFinancial Statements of the Company in accordance with schedule III of the Act andapplicable Accounting Standards forms part of this Annual Report.
The Board of Directors recommends the payment of Dividend for the year ended 31stMarch 2021 at the rate of Rs.0.20 per share. If approved the Equity Dividend shall bepaid subject to the provision of Section 126 of the Companies Act 2013 to thoseShareholders whose names stand on the Register of Members on 21st August 2021.
The Dividend in respect of shares held in electronic form will be paid to all thosebeneficial owners of the shares as per the details furnished by depositories for thepurpose at the close of business hours on 13th August 2021.
The Company is mainly engaged in the business of Real Estate development and generationof power from its three wind mills located in Maharashtra.
The Company is a partner in Pudumjee G:Corp Developers for developing residential andcommercial units under "GREENS" at Thergaon Pune 411033. So far seven buildingshaving about 594 apartments and 58 commercial units have been handed over to thecustomers. The Company's plans to launch 7th residential building has gotdelayed for want of approvals due to the prevailing pandemic situation. Meanwhile theDevelopment Control Regulations have undergone a change and a newly Unified DevelopmentControl and Promotion Regulations have come into force which seeks to increase Floor SpaceIndex as also to rationalize various other regulations. The Directors are happy to informthat this 7th residential building comprising about 124 apartments have justreceived approval from Local authorities and as soon as remaining other proceduralformalities are completed the Firm may launch this building in the 2nd quarterof this year.
Having regard to the wider acceptability of 'GREENS' the Company doesn't expect theprevailing conditions to adversely affect the project as is observed from fresh firminquiry being received by it.
The Company has been sharing 60% of the Firm's profits. The Reconstitution ofPartnership arrangement enables the Company now to share 95% of its profits with effectfrom 1st April 2021 with it being also responsible for day-to-day managementof the project "GREENS".
Following Percentage Completion Method of Accounting the Company's share of loss (netof tax) in the firm works out to Rs.28.08 lakhs as against its profit of last year ofRs.130.37 lakhs.
The "GREEN VILLE" project to be developed by the Company continues to be puton hold in view of uncertainty about the applicability of repealed ULC Act. The Companyhas initiated necessary steps with a view to obtain clarity in the matter.
The wind power plants have generated in aggregate about 55.21 lakhs Kwh units (lastyear 68.56 lakhs Kwh) of power being supplied to consumers under Open Access arrangements.In view of lower generation of power during the year as also imposition of higher leviesunder such arrangement the profitability of these plants has substantially reduced.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE ASSOCIATES AND JOINT VENTURECOMPANIES:
Pursuant to Rule 8 of the Companies (Accounts) Rules 2014 the information on theperformance and financial position of each of the associate joint venture Companies etc.as included in consolidated financial statement is provided in Annexure-1 to this report.
MERGER OF SUBSIDIARY COMPANY WITH THE COMPANY:
As you are aware that the Board had approved the Scheme of Merger by Absorption ofPudumjee Investment
& Finance Company Limited wholly owned subsidiary of the Company with the Companyand had filed an application/petition with the Hon'ble National Company Law TribunalMumbai Bench for approval of the scheme.
During the year the Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench hadapproved the Scheme of Merger by Absorption of Pudumjee Investment & Finance CompanyLimited wholly owned subsidiary of the Company with the Company ('the Scheme') vide itsorder dated 15th October 2020. The said Order of NCLT was filed with theRegistrar of Companies Pune on 25th November 2020. Accordingly the Schemetakes effect from the Appointed Date which is 1st April 2018.
Post-Merger the Pudumjee Investment & Finance Company Limited (Transferor Company)stood dissolved without winding up and the Undertaking of the Transferor Company aretransferred to and vested in the Company without any further act or deed.
Further pursuant to the said Scheme the Authorised Share Capital of the Companystands increased by the Authorised Share Capital of the Transferor Company by altering theCapital Clause in the Memorandum of Association of the Company.
TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provision of Sections 124 and 125 of the Companies Act 2013(corresponding to section 205A of Companies Act 1956) relevant amounts like unclaimeddividend etc. which remained unpaid or unclaimed for a period of seven years have beentransferred by the Company from time to time on due dates to the Investor Education andProtection Fund ('IEPF').
In compliance with these provisions read with the Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 the Company hastransferred 43722 shares to the Demat Account of the IEPF Authority maintained with NSDLin respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7years or more. The details of the Shareholders whose shares transferred to IEPF Authorityand procedure to claim refund of unclaimed dividend amount and shares from IEPF authorityare available on the website of the Company viz: www.amjland.com.
M/s. J. M. Agrawal & Company Chartered Accountants have been appointed asStatutory Auditors of the Company at the 52nd Annual General Meeting to holdoffice up to the conclusion of 57th Annual General Meeting. M/s. J. M. Agrawal& Company have given their consent to act as the Auditors of the Company tillconclusion of 57th Annual General Meeting. The Company has received aCertificate from M/s. J. M. Agrawal & Company to the effect that their appointmentwould be within the prescribed limits under section 141 and other applicable provisions ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 and thatthey are not disqualified for appointment. The Shareholders will be required to ratify theappointment of the auditors and fix their remuneration at the ensuing Annual GeneralMeeting.
There is no adverse remark or qualification in the Statutory Auditor's Report annexedelsewhere in this Annual Report.
The Auditors have reported that there is no fraud on or by the Company noticed orreported during the year.
DIRECTORS AND KEY MANAGERIAL PERSONEL (KMP):
During the year under review the Shareholders of the Company at their 55thAnnual General Meeting held on 20th August 2020 was appointed Ms. PreetiGautam Mehta (DIN: 00727923) as a Non-Executive Independent Director of the Company foranother term with effect from 19th September 2020 to 31st October2024. Mr. R. M. Kulkarni Company Secretary and Compliance Officer of the Company retiredfrom the services of the Company with effect from Close of the business hours of 30thJune 2020 and Mr. Shrihari Waychal Compliance Officer appointed as Company Secretary& Key Managerial Personnel of the Company w.e.f. 01st November 2020.
The Board places on record its appreciation for the services guidance andcontributions rendered by Mr. R. M. Kulkarni during his tenure as Company Secretary andCompliance Officer with the Company.
In terms of Provisions of Companies Act 2013 Dr. Ashok Kumar (DIN: 07111155)Non-Executive Non-Independent Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theapplicable provisions of the Companies Act 2013 and applicable regulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and also confirmingthat they are not debarred from holding the office of Director by virtue of any SEBI orderor any other such authority.
The provisions of Section 204 read with Section 134(3) of the Companies Act 2013 andrules made thereunder mandates Secretarial Audit of the Company from a Company Secretaryin Practice. The Board in its meeting held on 05th August 2020 has appointedM/s. Parikh & Associates Practicing Company Secretaries (Certificate of Practice No.1228) as the Secretarial Auditor for the financial year ending 31st March2021. The Secretarial Auditors' Report for the financial year 2020-21 is annexed heretoand marked as Annexure- 2.
There is no adverse remark or qualification in the Secretarial Audit Report.
The Company has complied with the applicable Secretarial Standards during the yearissued by the Institute of Company Secretaries of India.
During the year 4 Board and 4 Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between the Meetings was within permissible periodprescribed under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI) and as per the Circulars issued by the Ministry ofCorporate Affairs and SEBI.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Board of Directors has constituted the Corporate Social Responsibility Committee.The major role of this Committee is to formulate recommend implement and monitor the CSRpolicy activities to be undertaken by the Company and to meet/contribute expendituretowards its recommended Corporate Social Responsibility objectives. Some of The activitieswhich will be undertaken by the Company through an eligible trust(s) are as under: a)Education b) Environment Protection and c) Vocational & Professional Training The CSRcommittee comprises of the following members:
|Sr. No. Name of the Director ||Category ||Designation |
|1. Ms. Preeti Gautam Mehta ||Non-Executive Independent Director ||Chairperson |
|2. Mr. Vinod Kumar Beswal ||Non-Executive Independent Director ||Member |
|3. Mr. Arunkumar Mahabirprasad Jatia ||Non-Executive Chairman and Director ||Member |
|4. Mr. Surendra Kumar Bansal ||Whole-Time Director & CFO ||Member |
The CSR Policy is uploaded on the website of the Company viz: www.amjland.com.
During the year the Company has allocated and disbursed total amount of Rs.9 Lakhs toM/s. M. P. Jatia Charitable Trust (CSR Registration Number: CSR00003040) an eligibleTrust to be spent on the activities of Education Environment protection and Vocational& Professional Training.
The other relevant disclosures as stipulated under the Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in Annexure-3.
The entire allocated amount was paid to M/s. M. P. Jatia Charitable Trust. Howeverthe said trust was not able to spend the entire amount on the specified activities duringthe year due to insufficient time.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The loans guarantees or investments made by the Company are within the limits ofSection 186 of the Companies Act 2013 and Rules made there under as approved byShareholders vide special resolution passed at 49th Annual General Meeting ofthe Company.
The summary of such transactions is provided in Annexure-4 to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
A policy on Related Party Transactions has been adopted by the Board of Directors atits meeting held on 1st November 2014 for determining the materiality oftransactions with related parties and dealings with them. The said policy is available atthe Company's website at http://www.amjland.com/uploads/policies/Policy%20on%20Related%20Party%20Transactions.pdf . The Audit Committee reviews all relatedparty transactions quarterly as also when necessary.
Pursuant to Sections 134(3) 188(1) of the Companies Act 2013 read with Rule 8(2) ofthe Companies (Accounts) Rules 2014 the particulars of contracts/arrangements enteredinto by the Company with related parties referred to in sub-section (1) of section 188 ofthe Companies Act 2013 in Form AOC-2 are provided under Annexure-5.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTOR(S) AND COMMITTEE(S):
As required under Companies Act 2013 a meeting of the Independent Directors was heldon 06th February 2021. The Independent Directors evaluated the performance ofthe Non-Independent Directors wherein the evaluation of performance of theNon-Independent Directors including the Chairman and also of the Board as a whole wasmade against pre-defined and identified criteria.
The criteria for evaluation of the performance of the Independent Directors Chairmanand the Board was finalized by the Nomination and Remuneration Committee in its meetingheld on 14th February 2015 the said committee has carried out evaluation ofthe performance of every Director. The said criteria is available at the Company's websiteat www.amjland.com. The Board of Directors at their meeting held on 06thFebruary 2021 has evaluated the performance of Independent Directors. The performance ofthe Committee was also generally discussed and evaluated.
While evaluating the principles and guidelines issued vide circular no.SEBI/HO/CFD/CMD/CIR/P/2017/004 of Securities Exchange Board of India dated 5thJanuary 2017 on Board Evaluation have been taken into account.
The details of programmes for familiarisation of Independent Directors with the Companyis available at the Company's website at www.amjland.com.
RISK MANAGEMENT POLICY:
In accordance with the requirements of the Act the Company has adopted and implementeda Risk Management Policy for identifying risks to the Company procedures to inform Boardmembers about the risk assessment & minimization procedures monitoring the riskmanagement plan etc.
In accordance with the provisions of Section 178 and other applicable provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has formulated Remuneration policy which inter aliaincludes the criteria for determining qualifications positive attributes and independenceof Directors. The said policy may be referred to at the Company's website atwww.amjland.com and is annexed hereto and marked as Annexure-8.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has beenmade keeping in view of the amendments in the Companies Act 2013 and to comply withRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The said policy may be referred to on the Company's website athttp://www.amjland.com/uploads/policies/Vigil%20Mechanism-Whistle%20Blower%20Policy.pdf
PARTICULARS OF EMPLOYEES:
Pursuant to Section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the statement giving required details isgiven in the Annexures-6A and 6B to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
An Internal Complaints Committee ('Sexual Harassment Committee') has been constitutedunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 to deal with the complaints if any from the Company and other Companies inthe Pudumjee Group.
During the year under review there was no complaint of discrimination and harassment(including Sexual Harassment) received by the Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:
As the Company is not engaged in the manufacturing activities the information relatedto Conservation of energy technology absorption is not applicable.
During the year under review no Foreign Exchange was earned and used.
REPORT ON CORPORATE GOVERNANCE:
The report on Corporate Governance in accordance with the guidelines of the Securities& Exchange Board of India and pursuant to applicable provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached and marked asAnnexure-7.
Pursuant to the provisions of Companies Act 2013 a copy of Annual Return for thefinancial year 2019-20 is available on the website of the Company athttp://amjland.com/uploads/financial/AMJ-MGT-7-2019-2020.pdf and a copy of Annual Returnfor the financial year 2020-21 will be available on the website of the Company aftersubmission of the same to the Registrar of Companies.
SIGNIFICANT AND MATERIAL ORDERS:
There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
DIRECTORS' RESPONSIBILITY STATEMENT :
The Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors express their appreciation of the continued support and co-operationreceived from the all the stakeholders and employees of the Company.
On behalf of the Board of Directors
A. K. Jatia
Place : Pune
Date : 29th May 2021