The standalone performance of the Company for the year ended on 31st March 2020 isstated below:
(Rs. in Lakhs)
|Particulars ||2019-20 ||2018-19 |
|Revenue from Operations ||88113 ||6452 |
|Other Income ||19191 ||13080 |
|Total Revenue ||107304 ||19532 |
|Total Expenses ||124116 ||19330 |
|Profit / (Loss) before Tax ||(16812) ||202 |
|Tax Expenses || || |
|-Current Tax ||- ||- |
|-Deferred Tax ||(5650) ||124 |
|-Income Tax paid/refund for Earlier Years ||(5) ||5 |
|Profit/ (Loss) for the Year ||(11157) ||73 |
|Profit/(Loss) Brought Forward ||276 ||(47) |
|Other Comprehensive Income ||(4) ||250 |
|Other Appropriations: -Adjustment for adoption of IND AS 116 ||(3) || |
|-Amount transferred from Revaluation Reserves ||802 ||- |
|Net Surplus/(Deficit) in the Statement of Profit & Loss ||(10086) ||276 |
Your Directors have not recommended any dividend for the financial year 2019-20.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the Reserves for the year underreview.
SCHEME OF ARRANGEMENT
During the year under review the Board of Directors of the Company have approved theScheme of Arrangement for Demerger ("Scheme") between the Company and OrientalSales Agencies (India) Private Limited ('OSAPL) and their respective shareholders underSection 230 to 232 of the Companies Act 2013 ("Act") in their meeting held on5th March 2020. The Scheme inter alia involves demerger of the 'Real Estate Undertaking'of OSAPL and vesting of the same into the Company with effect from 1st April 2019 (beingthe Appointed Date). As a consideration for the said demerger the Company would issue2.83 fully paid up Equity Shares of ' 2/- each of the Company to the shareholders ofOSAPL for every 1 fully paid up shares of ' 10/- each held by such shareholder in OSAPL.The Scheme would be given effect on receipt of requisite approvals from the applicablestatutory authorities.
Your Company reported a total revenue of ' 107304 Lakhs in 2019-20 against ' 19532Lakhs in 2018-19 and EBITDA of ' 20458 Lakhs against ' 26982 Lakhs in the previousyear. The Company reported loss of '11157 Lakhs in the current year as compared to profitafter tax of ' 73 Lakhs in the previous year.
Your Company's consolidated revenues stood at ' 108254 Lakhs for the year underreview against ' 19668 Lakhs in the previous year and EBITDA of ' 20236 Lakhs in2019-20 as compared to ' 27128 Lakhs reported in the previous year. The Company reporteda consolidated loss of ' 11445 Lakhs in 2019-20 as compared to profit of ' 50 Lakhsreported in the previous year. Your Company has obtained completion certificate for bothof our projects namely Emami City at Kolkata and Emami Tejomaya at Chennai. We are happyto inform that your Company has already handed over possession of 670 units (approx.) inour Project Emami City and 319 units (approx.) in our Project Emami Tejomaya. Nearly 200families have started residing in Emami City and 240 families have started residing inEmami Tejomaya. Making housing affordable and providing quality living has been one ofCompany's targets. The financial year 2019 - 20 was a depressed market for High TicketSize sales and Real Estate Market was also going through a tough phase. To tide over thisdifficult market your Company had launched a few campaigns which were first of its kindand received huge response in the market. 'Live Now Pay Later 'Now or Never' offer were arunaway success and helped us achieve record sales which were the best in this category.Your Company recently introduced Smart Housing at Emami city with advanced features forthe luxurious and comfortable living with one of a kind discount offers.
During the year your Company has allotted Unlisted Redeemable Non-ConvertibleDebentures of ' 10000000/- each aggregating to ' 6000000000/- on private placementbasis.
AWARDS & ACCOLADES
You would be glad to learn that your Company has been awarded with the "WestBengal Best Employer Brand Awards 2019" at the 14th Employer Branding Awards 2019hosted by World HRD Congress. During the year our Project Emami City Kolkata has beenawarded "Mid Segment Project Of The Year (East)" at the 11th Annual Estate Award2019 hosted by Remax & Franchise India in media partnership with Zee Business &Economic Times.
CHANGE IN NATURE OF BUSINESS IF ANY
During the year under review there has been no change in the nature of business of theCompany.
MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There has been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.
In compliance with Ind AS 110 your Company has prepared Consolidated FinancialStatements which forms part of this Annual Report. Further pursuant to Section 129(3) ofthe Act a statement containing the salient features of the financial statements of thesubsidiaries & associates in the prescribed Form AOC-1 has also been provided as apart of this Annual Report. The Company does not have any joint venture.
The highlights of performance of subsidiaries & associate companies and theircontribution to the overall performance of the Company during the year under review istabulated below:
(Rs. in Lakhs)
|Particulars ||Turnover ||Profit / (Loss) after Tax ||Profit / (Loss) considered in consolidation ||Networth attributable to the Company as on 31.03.2020 |
|Subsidiaries || || || || |
|Sneha Ashiana Pvt. Ltd. ||1442 ||(320) ||(320) ||(325) |
|Delta PV Pvt. Ltd. ||- ||(0.20) ||(0.20) ||9 |
|New Age Realty Pvt. Ltd. ||- ||(0.32) ||(0.32) ||(698) |
|Associates || || || || |
|Roseview Developers Pvt. Ltd. ||- ||(0.19) ||- ||(0.50) |
|Prajay Urban Pvt. Ltd. ||- ||(0.50) ||- ||(0.50) |
|Bengal Emami Housing Ltd. ||* || |
|Swanhousing & Infra Pvt. Ltd. ||* || |
* The Financial Accounts of Bengal Emami Housing Ltd. and Swanhousing & Infra Pvt.Ltd. associates of the Company not being ready have not been considered forconsolidation for the year ended 31st March 2020
As per the provisions of Section 136 of the Act the audited Financial Statements ofthe Company along with separate audited financial statements of the subsidiaries are beingplaced on the Company's website www.emamirealty.com and a copy of such separate auditedfinancial statements of the subsidiaries will be provided to the shareholders on request.
A Policy has been formulated for determining the Material Subsidiaries of the Companyin compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") as amended. The said Policy has been posted at theCompany's website at the weblink: https://www. emamirealty.com/emami-realty-ltd/.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Act in relation to loans or guarantee/ securityare not applicable to the Company being an infrastructure company as defined underSchedule VI to the Act. The particulars of loans given and investment made by the Companyhave been disclosed in the Notes to the Audited Financial Statements.
PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no material related party transactions made by the Company with RelatedParties referred to in Section 188(1) of the Act which may have a potential conflict withthe interest of the Company at large. Accordingly the disclosure of related partytransactions as required under Section 134(3)(h) of the Act in Form AOC-2 is notapplicable to the Company. All transactions with related parties were reviewed andapproved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtainedfor related party transactions which are of repetitive nature. A statement giving detailsof all related party transactions is placed before the Audit Committee and the Board ofDirectors on a quarterly basis.
A policy on 'Materiality of and Dealing with Related Party Transactions' has beendevised by the Board of Directors and the same may be referred to at the Company'swebsite at the weblink: https://www.emamirealty.com/emami-realty-ltd/.
The Company has not invited or accepted deposits from the public covered under Section73 of the Act and The Companies (Acceptance of Deposits) Rules 2014 as amended.
AUDITORS & AUDITORS' REPORT
At the Annual General Meeting held on 19th September 2019 M/S Agarwal Tondon &Co. Chartered Accountants (Firm Registration No. 329088E) has been appointed as theStatutory Auditors of the Company to hold office till the conclusion of the 16th AnnualGeneral Meeting of the Company. The Statutory Auditors have confirmed they are notdisqualified from continuing as Auditors of the Company.
The Auditors' Report to the shareholders for the year under review does not contain anyqualification.
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board has appointed M/S MKB &Associates Practising Company Secretaries as Secretarial Auditor of the Company. TheSecretarial Audit Report for the financial year ended 31st March 2020 is annexed herewithas "Annexure - 1". In connection with the Secretarial Auditor's observation inthe report it is clarified that the Company shall take approval of shareholders for amaterial related party transaction under Regulation 23(1) of the Listing Regulations inthe ensuing Annual General Meeting which the Company believes is sufficient compliancewith the provisions of Regulation 23(1).
MAINTENANCE OF COST RECORDS AND COST AUDIT
In terms of the Section 148 of the Act read with Rule 8 of The Companies (Accounts)Rules 2014 it is stated that the cost accounts and records are made and maintained bythe Company as specified by the Central Government under sub-section (1) of Section 148 ofthe Act.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-appointment of Independent Director
The term of appointment of Mr. Debasish Bhaumik (DIN: 06933306) as Independent Directorof the Company will be completing on 21st July 2021. Upon recommendation of theNomination and Remuneration Committee the Board of Directors being of the opinion thathis skills and knowledge would be of immense benefit to the Company at their meeting heldon 30th June 2020 has proposed his re-appointment for another term of 5 years witheffect from 22nd July 2021. Proposal for his re-appointment is being placed before theshareholders for approval at the ensuing Annual General Meeting.
Retirement by Rotation
As per the provisions of Section 152(6)(c) of the Act Mr. Basant Kumar Parakh (DIN:00103176) retires by rotation and being eligible offers himself for re-appointment. Inview of his considerable experience and contribution to the Company your Directorsrecommend his re-appointment.
Statement on declaration given by Independent Directors under sub-section (7) ofSection 149:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations as amended. FamiliarizationProgramme undertaken for Independent Directors:
The details of familiarization programmes to Independent Directors about the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are available on thewebsite of the Company at the weblink: https:// www.emamirealty.com/emami-realty-ltd/.
Pursuant to the provisions of the Act and the Listing Regulations
read with Guidance Note issued by SEBI the Nomination and Remuneration Committeeevaluated the performance of all Directors on criteria such as qualification level ofgovernance in meetings preparedness for the meeting experience knowledge andcompetence fulfilment of functions ability to function as a team initiativeavailability and attendance integrity adherence to the code of conduct etc. IndependentDirectors were additionally evaluated on criteria like independence of views and judgementand the Chairman of the Board was additionally evaluated on criteria like effectiveness ofleadership and ability to steer the meeting impartiality commitment and ability to keepshareholders' interest in mind. The Independent Directors of the Company in their separatemeeting reviewed the performance of Non- Independent Directors the Board as a whole andof the Chairperson of the Company.
The Board after taking into consideration the evaluation exercise carried out by theNomination and Remuneration Committee and by the Independent Directors carried out anevaluation of its own performance and that of its Committees. The individual performanceof all Directors (including the Independent Directors) was also carried out by the entireBoard (excluding the director being evaluated).
The Directors expressed their satisfaction over the evaluation process and resultsthereof.
MEETINGS OF BOARD OF DIRECTORS
During the financial year ended 31st March 2020 eight meetings of the Board ofDirectors were held details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the Act.
MEETING OF INDEPENDENT DIRECTORS
During the year under review a meeting of Independent Directors was held on 14thFebruary 2020 wherein the performance of the non-independent directors and the Board as awhole was reviewed. The Independent Directors at their meeting also assessed the qualityquantity and timeliness of flow of information between the Company management and theBoard of Directors of the Company.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are attached as "Annexure - 2".
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules is provided in the Annual Report whichforms part of this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report (excluding the aforesaid information) is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.
CORPORATE SOCIAL RESPONSIBILITY
The CSR Committee of your Company comprises of Mrs. Karabi Sengupta as the Chairpersonand Mr. Debasish Bhaumik and Mr. Girija Kumar Choudhary as members. In compliance with theprovisions of Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 the Company has adopted a CSR Policy which isavailable on the Company's website at weblink:https://www.emamirealty.com/emami-realty-ltd/.
The Annual Report on CSR as required under the Rules is enclosed as "Annexure -3" to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Act with respect toDirectors' Responsibility Statement the Directors hereby confirm that:-
(i) in the preparation of the annual accounts for the year ended 31st March 2020 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
(ii) 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 as at the end of the financial year andof the loss of the Company for that period;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and
(iv) the Directors have prepared the annual accounts of the Company on a 'goingconcern' basis.
(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
A Report on Corporate Governance and Management Discussion and Analysis for thefinancial year ended 31st March 2020 is presented in separate sections forming part ofthis Annual Report.
CEO & CFO CERTIFICATION
As required by Regulation 17(8) of the Listing Regulations the
CEO & CFO certification has been submitted to the Board and a copy thereof iscontained elsewhere in this Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with its size requirement andthe nature of operations. The Company's system of internal control has been designed toprovide a reasonable assurance with regard to maintenance of proper accounting controlsmonitoring of operations protecting assets from unauthorized use or losses compliancewith regulations and for ensuring reliability of financial reporting.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate financial controls commensurate with the size scaleand complexity of its operations. The Company has policies and procedures in place toproperly and efficiently conduct its business safeguard its assets detect fraud anderrors maintain accuracy and completeness of accounting records and prepare financialrecords in a timely and reliable manner.
The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There has been noinstance where the Board has not accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders Relationship Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
The Policy of the Company on appointment and remuneration of Directors Key ManagerialPersonnel and Senior Management Personnel including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder Section 178(3) of the Act is appended as "Annexure - 4" to this Report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required underSection 177 of the Act and Regulation 22 of the Listing Regulations. A Vigil (WhistleBlower) mechanism provides a channel to the employees and Directors to report to themanagement concerns about unethical behavior actual or suspected fraud or violation ofthe Codes of Conduct or policy. The mechanism provides for adequate safeguards againstvictimization of employees and Directors who avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in exceptional cases. The said policymay be referred to at the Company's website at the weblink: https://www.emamirealty.com/emami-realty-ltd/.
The Company has a defined Risk Management framework to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. It provides for identification of risk its assessment and procedures tominimize risk and is being periodically reviewed to ensure that the executive managementcontrols the risk as per decided policy.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the Financial Year your Company has complied with applicable SecretarialStandards i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors"and "General Meetings" respectively.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to provide a work environment which ensures that every womanemployee is treated with dignity respect and equality. There is zero-tolerance towardssexual harassment and any act of sexual harassment invites serious disciplinary action.
The Company has established a policy against Sexual Harassment for its employees. Thepolicy allows every employee to freely report any such act and prompt action will be takenthereon. The Policy lays down severe punishment for any such act. The Company has compliedwith provisions relating to the constitution of Internal Complaints Committee. Furtheryour Directors state that during the year under review there was no case of sexualharassment reported to the Company pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return as on 31st March 2020 in Form MGT- 9 is annexed hereto as"Annexure - 5" and forms a part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS
There are no significant material orders passed by the Regulators / Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING & OUTGO AS PER SECTION 134(3)(m) OF THE ACT
A. The operations of the Company are not energy intensive as the Company is not engagedin any manufacturing activity and hence reporting under this Section does not arise.
B. No technology has been developed and / or imported by way of foreign collaboration.
C. Foreign exchange inflow is NIL and outflow is ' 44 Lakhs during the year underreview (P.Y.: Inflows: Nil; Outflows: ' 38 Lakhs).
REPORTING OF FRAUDS
The Auditors of the Company have not reported any fraud as specified under section143(12) of the Act.
STATEMENT ON INVESTOR EDUCATION AND PROTECTION FUND
There is no amount lying unpaid/ unclaimed with the Company.
Your Directors wish to extend their thanks and appreciation for the valuable andcontinued support received from the Customers Shareholders Company's Bankers financialinstitutions Central and State Government Authorities Stock Exchange(s) Depositoriesand all other business associates for the growth of the organization.
Your Directors also wish to place on record their deep appreciation to all theemployees for their commitment and continued contribution to the Company.