To the Members
The Directors have pleasure in presenting before you the 57thAnnual Report of the Company together with the Audited Financial Statements for the yearended 31st March 2022. The accounts are prepared in accordance with theCompanies (Indian Accounting Standards) Rule 2015 (IND AS) prescribed under Section 133of the Companies Act 2013.
FINANCIAL RESULTS :
| ||2021-2022 ||2020-2021 |
| ||(Rs In Lakhs) ||(Rs In Lakhs) |
|The Earnings Before Interest Tax Depreciation and Amortization (EBITDA) ||1134.48 ||857.16 |
|Less: || || |
|i) Finance cost ||- ||0.09 |
|ii) Depreciation/Impairment ||186.86 ||184.87 |
|The net profit before Tax ||947.62 ||672.20 |
|Less: || || |
|Provision for Current Tax ||94.00 ||122.00 |
|Provision/(Saving) for Deferred Taxation ||15.87 ||84.83 |
|Net Profit After Tax ||837.75 ||465.37 |
|Add: || || |
|Other Comprehensive Income/(Expense) (does not include FVOCI shown as other reserve) ||(23.59) ||14.12 |
|The balance of Profit brought forward from last year ||6467.78 ||6282.94 |
|Total ||7281.94 ||6762.43 |
|Less: || || |
|Tax saving on OCI / (Expense) ||(6.56) ||- |
|Dividend Paid on Equity Shares ||82.00 ||- |
|Tax Paid on Dividend ||- ||- |
|Transfer to General Reserve ||- ||- |
|Balance of Profit/(Loss) of Pudumjee Investment & Finance Company || || |
|(Pursuant to Scheme of Merger by Absorption) ||- ||(294.65) |
|Total ||75.44 ||(294.65) |
|Balance proposed to be carried forward to next year's accounts ||7206.50 ||6467.78 |
CONSOLIDATED FINANCIAL STATEMENTS :
Pursuant to Sections 129 134 of the Companies Act 2013 (the Act) theConsolidated Financial Statements of the Company in accordance with schedule III of theAct and applicable Accounting Standards forms part of this Annual Report.
The Board of Directors recommends the payment of Dividend for the yearended 31st March 2022 at the rate of ' 0.20 per share. If approved the EquityDividend shall be paid subject to the provision of Section 126 of the Companies Act 2013to those Shareholders whose names stand on the Register of Members on 13thAugust 2022.
The Dividend in respect of shares held in electronic form will be paidto all those beneficial owners of the shares as per the details furnished by depositoriesfor the purpose at the close of business hours on 05th August 2022.
The Company has witnessed encouraging results by achieving Profit AfterTax of Rs 837.75 lakhs as against Rs 4 65.37 lakhs in the last year. One of the mainreasons for this improved performance was launch for sale and construction of new 7thresidential Tower comprising of 124 apartments in "GREENS" at Thergaon Pune byAMJ Land Developers (earlier known as Pudumjee G:Corp Developers) a Partnership Firm inwhich the Company shares 95% of its profits. This Partnership Firm as stated in lastyear's report was reconstituted in terms of which the Company has increased its stakefrom 60% to 95% with effect from 1st April 2021 and assumed control of itsoperations. Consequently in the accompanying accounts the Firm is recognized asSubsidiary as against a Joint Operation in compliance with relevant applicable accountingstandards.
The Directors are also happy to inform that in view of encouragingresponse of customers consequent to the goodwill generated by the project GREENS sinceinception plans are under preparation for 8th residential Tower in the samecomplex of GREENS. Barring unforeseen circumstances this 8th Tower is expectedto be launched in later part of next year.
A wholly owned subsidiary Company namely; AMJ Realty Limited has beenincorporated with the objective of engaging only in real estate development. Thissubsidiary is in advanced stage of purchasing a plot of land where residential developmentof about 300000 sq. ft. is proposed to be carried out and in all probability may launchthis project for sale in financial year 2023-24.
The "GREEN VILLE" project continues to be put on hold as thematter concerning inapplicability of repealed Urban Land Ceilings Act awaits certaintyfrom Court of Law.
The three wind power plants which the Company owns has generated inaggregate 60.86 lakhs of kwh units of saleable power (as against 55.21 lakhs kwh units inlast year). The power generated therefrom is majorly supplied to the State ElectricityDistribution Company in view of imposition of higher levies on power supply under OpenAccess arrangement to other customers.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARYASSOCIATES AND JOINT VENTURE COMPANIES :
Pursuant to Rule 8 of the Companies (Accounts) Rules 2014 theinformation on the highlights of performance of Subsidiary Associates and Joint ventureCompany and their contribution to the overall performance of the company during the periodunder report is provided in Annexure-1 of this report.
SUBSIDIARY COMPANY AND JOINT VENTURE COMPANY :
During the year the Board of Directors of the Company had approved theproposal of sale of its entire shareholding in GCORP AMJ Land Township Private Limited aJoint Venture of the Company in view of Current business situation. The Company hadexecuted the necessary required documents with them for the same. Accordingly the GCORPAMJ Land Township Private Limited has ceased to be the Company's Joint Venture Companyw.e.f. 28th June 2021.
Further during the year the Company incorporated M/s. AMJ RealtyLimited (ARL) as a Wholly Owned Subsidiary of the Company. ARL will be engaged in thebusiness of Real Estate Developments.
TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTIONFUND
Pursuant to the provision of Sections 124 and 125 of the Companies Act2013 relevant amounts like unclaimed dividend etc. which remained unpaid or unclaimedfor a period of seven years have been transferred by the Company from time to time on duedates to the Investor Education and Protection Fund ('IEPF').
In compliance with these provisions read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 theCompany has transferred 24275 shares to the Demat Account of the IEPF Authoritymaintained with NSDL in respect of which dividend had remained unpaid/unclaimed for aconsecutive period of 7 years or more. The details of the Shareholders whose sharestransferred to IEPF Authority and procedure to claim refund of unclaimed dividend amountand shares from IEPF authority are available on the website of the Company viz:www.amjland.com.
The Members of the Company at the 52nd Annual GeneralMeeting had appointed M/s. J. M. Agrawal & Company Chartered Accountants asStatutory Auditors of the Company to hold office from the conclusion of 52ndAnnual General Meeting for the period of 5 years until the conclusion of 57thAnnual General Meeting of the
Company. Accordingly the current term of M/s. J. M. Agrawal &Company Chartered Accountants as Statutory Auditors of the Company concludes at theconclusion of the ensuing Annual General Meeting.
Pursuant to the Section 139 of the Companies Act 2013 read with theRules made thereunder the Board of Directors of the Company on the recommendation of theAudit Committee re-appointed M/s. J. M. Agrawal & Company Chartered Accountants asStatutory Auditors of the Company for a further period of 5 years to hold office from theconclusion of ensuing 57th Annual General Meeting for a term of consecutivefive years till the conclusion of 62nd Annual General Meeting of the Company.The re-appointment of M/s. J. M. Agrawal & Company Chartered Accountants asStatutory Auditors of the Company is placed before the members for approval at the ensuingAnnual General Meeting.
The Company has received a written consent from M/s. J. M. Agrawal& Company Chartered Accountants for their re-appointment and a certificate to theeffect that their re-appointment if made would be in accordance with the Companies Act2013 and Rules made thereunder and that they satisfy the criteria prescribed under section141 of the Companies Act 2013 and that they are not disqualified for re-appointment asStatutory Auditor of the Company.
There is no adverse remark or qualification in the Statutory Auditor'sReport annexed elsewhere in this Annual Report.
PUBLIC DEPOSIT :
During the year the Company has not accepted any deposits from Public.
DIRECTORS AND KEY MANAGERIAL PERSONEL (KMP) :
Pursuant to the provisions of Companies Act 2013 Mr. Surendra KumarBansal (DIN: 00031115) Whole Time Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the applicable provisions of the Companies Act 2013 and applicableregulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and also confirming that they are not debarred from holding the office of Director byvirtue of any SEBI order or any other such authority.
SECRETARIAL AUDITOR :
Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made thereunder the Board has appointed M/s. Parikh & AssociatesPracticing Company Secretaries Mumbai as the Secretarial Auditor to conduct theSecretarial Audit of the Company for the financial year 2021-22. The Secretarial Auditors'Report for the financial year 2021-22 is annexed hereto and marked as Annexure- 2.
There is no adverse remark or qualification in the Secretarial AuditReport.
SECRETARIAL STANDARDS :
The Company has complied with the applicable Secretarial Standardsduring the year issued by the Institute of Company Secretaries of India.
During the year 4 Board and 4 Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report that formspart of this Annual Report. The intervening gap between the Meetings was withinpermissible period prescribed under the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (SEBI) and as per the Circulars issued bythe Ministry of Corporate Affairs.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The Board of Directors has constituted the Corporate SocialResponsibility Committee of the Company comprises of Ms. Preeti Gautam Mehta Chairpersonof the Committee and Non-Executive Independent Director Mr. Vinod Kumar BeswalNon-Executive Independent Director Mr. Arunkumar Mahabirprasad Jatia Non-ExecutiveChairman & Director and Mr. Surendra Kumar Bansal Whole-Time Director & CFO. Themajor 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. This Committee carriedout the CSR Activities pursuant to section 135 read with Schedule VII of the CompaniesAct 2013 as amended from time to time and as per the CSR policy of the Company.
During the year the Company was required to spent amount of Rs 8 Lakhsin accordance with section 135(1) of the Companies Act 2013 and the same has been fullyspent on the CSR Projects recommended/approved by the CSR Committee and the Board ofDirectors of the Company.
During the year the CSR Policy of the Company was amended inCompliance with the amendments in the Companies 2013 and the Rules made thereunder andthe CSR Policy of the Company is available on the website of the Company viz:http://www.amiland.com/uploads/policies/AMJ-Corporate%20Social%20Responsibility%20Policy.pdf.
The other relevant disclosures as stipulated under the Companies(Corporate Social Responsibility Policy) Rules 2014 are given in Annexure-3.
PARTICULARS OF LOAN(S) GUARANTEE(S) OR INVESTMENT(S) :
The loans guarantees or investments made by the Company are within thelimits of Section 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 thisReport.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
The Board of Directors of the Company was adopted a Policy on RelatedParty Transactions for the purpose of determining the materiality of transaction withrelated parties and dealings with them. The said policy is available at the Company'swebsite at http://www.amiland.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 readwith Rule 8(2) of the Companies (Accounts) Rules 2014 the particulars ofcontracts/arrangements entered into by the Company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 in Form AOC-2 are provided underAnnexure-5.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTOR(S) AND COMMITTEE(S):
As required under Companies Act 2013 a meeting of the IndependentDirectors was held on 05th February 2022. The Independent Directors evaluatedthe performance of the Non-Independent Directors wherein the evaluation of performance ofthe Non-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 IndependentDirectors Chairman and the Board was finalized by the Nomination and RemunerationCommittee in its meeting held on 14th February 2015 the said committee hascarried out evaluation of the performance of every Director. The said criteria isavailable at the Company's website at http://www.amiland.com/uploads/policies/AMJLAND
Policy%20on%20evaluation%20of%20Performance%20of%20Directors%20and%20the%20Board.pdf.The Board of Directors at their meeting held on 05th February 2022 hasevaluated the performance of Independent Directors. The performance of the Committee wasalso generally discussed and evaluated.
While evaluating the principles and guidelines issued vide circularno. SEBI/HO/CFD/CMD/CIR/P/2017/004 of Securities Exchange Board of India dated 05thJanuary 2017 on Board Evaluation have been taken into account.
FAMILIARISATION PROGRAMME :
The details of programmes for familiarisation of Independent Directorswith the Company is available at the Company's website at www.amiland.com.
RISK MANAGEMENT POLICY :
In accordance with the requirements of the Act the Company has adoptedand implemented a Risk Management Policy for identifying risks to the Company proceduresto inform Board members about the risk assessment & minimization proceduresmonitoring the risk management plan etc.
REMUNERATION POLICY :
In accordance with the provisions of Section 178 and other applicableprovisions of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated Remuneration policy whichinter alia includes the criteria for determining qualifications positive attributes andindependence of 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 saidpolicy has been made keeping in view of the amendments in the Companies Act 2013 and tocomply with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The said policy may be referred to on the Company's website athttp://www.amiland.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 and Remuneration of Managerial Personnel) Rules 2014 the statement givingrequired details is given in the Annexures-6A and 6B to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :
An Internal Complaints Committee ('Sexual Harassment Committee') hasbeen constituted under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to deal with the complaints if any from theCompany and other Companies in the Pudumjee Group.
During the year under review there was no complaint of discriminationand harassment (including Sexual Harassment) received by the Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO :
As the Company is not engaged in the manufacturing activities theinformation related to 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 ofthe Securities & Exchange Board of India and pursuant to applicable provisions of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached andmarked as Annexure-7.
ANNUAL RETURN :
Pursuant to the provisions of Companies Act 2013 a copy of AnnualReturn for the financial year 2020-21 is available on the website of the Company athttp://amiland.com/uploads/financial/AMJ-MGT-7-2020-2021.pdf and a copy of Annual Returnfor the financial year 2021-22 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 orCourts or Tribunals 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 accountingstandards have been followed along with proper explanation relating to materialdepartures;
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 at the end of thefinancial year and of the profit of the Company for that period;
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 going concernbasis;
e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors express their appreciation of the continued support andco-operation received from the all the
stakeholders and employees of the Company.
On behalf of the Board of Directors
A. K. Jatia
Place : Pune
Date : 16th May 2022