To the Members
The Directors have pleasure in presenting before you the 53rd Annual Reportof the Company together with the Audited Financial Statements for the year ended 31stMarch 2018. The accounts are prepared in accordance with the Companies (Indian AccountingStandards) Rule 2015 (IND AS) prescribed under Section 133 of the Companies Act 2013.
|FINANCIAL RESULTS : || || |
| ||2017-2018 ||2016-2017 |
| ||(Rs. In Lakhs) ||(Rs. In Lakhs) |
|The Earnings Before Interest Tax Depreciation and Amortization (EBITDA) ||738.08 ||830.82 |
|Less: || || |
|i) Finance cost ||18.05 ||49.24 |
|ii) Depreciation/Impairment ||183.80 ||187.25 |
|The net profit before Tax ||536.23 ||613.72 |
|Less: || || |
|Prior period Expenses ||- ||19.39 |
|Provision for Current Tax ||219 ||170 |
|Provision/(Saving) for Deferred Taxation ||(102.98) ||(0.78) |
|Provision for Current Tax for earlier year written back ||- ||(203.08) |
|Net Profit After Tax ||420.20 ||628.19 |
|Add: || || |
|Other Comprehensive Income/(Expense) (Net of Tax) ||17.22 ||4.47 |
|The balance of Profit brought forward from last year ||4981.98 ||4498.02 |
|Total ||5419.40 ||5130.68 |
|Less: || || |
|Dividend Paid on Equity Shares ||82 ||82 |
|Tax Paid on Dividend ||16.70 ||16.70 |
|Transfer to General Reserve ||- ||50 |
|Total ||98.70 ||148.70 |
|Balance proposed to be carried forward to next year's accounts ||5320.70 ||4981.98 |
CONSOLIDATED FINANCIAL STATEMENTS :
Pursuant to Sections 129 134 of the Companies Act 2013 (the Act) the ConsolidatedFinancial Statements of the Company and its Subsidiary prepared in accordance withschedule III of the Act and applicable Accounting Standards forms part of this AnnualReport.
The Board of Directors recommends the payment of Dividend for the year ended 31stMarch 2018 at the rate of Rs. 0.20 per share. If approved the Equity Dividend shall bepaid subject to the provisions of section 126 of the Companies Act 2013 to thoseshareholders whose names stand on the Register of Members on 21st July 2018.
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 09th July 2018.
The Company's core business is Real Estate development.
A residential project "GREENS" at Thergaon Pune being developed inPartnership on the land provided by the Company is progressing well. In all 7 buildingscomprising of over 700 apartments have been planned of which 470 apartments built in thefive buildings have been satisfactorily handed over to the customers. The Sixth buildinghaving 124 apartments has progressed upto 11th floor and has been completedduring the year under review. Progress on various formalities to complete the remainingfive floors of this building are in advanced stage of compliance. Plans for the 7thresidential building in these premises are being firmed up and after obtaining requisiteapprovals the building work and apartment bookings shall be launched as soon as themarket sentiment becomes favourable. The Amenity Building of about 40000 Sq.ft. areaconstruction of which has been taken up is expected to be completed by March 2019.
Following the Percentage Completion Method of Accounting the Company's share of profit(net of tax) in the firm works out to Rs. 403 lakhs (last year Rs. 267 lakhs).
Approvals are being pursued for developing 12 acres of land at Pune under Partnershiparrangement having a potential development of 9 lakh sq.ft. of residential apartments.
The Joint Venture under G.Corp Township Pvt. Ltd. in which the Company holds 50% stakewas to take up development of residential and commercial project of about 1200000 sq.ft.at Village Ranjoli Dist. Thane. However the Management having regard to the difficultiesinvolved therein have decided not to pursue the project. The Company however wouldcontinue its stake in the Joint Venture to take up any further opportunity that may arisein and around Mumbai.
The GREENVILLE project being developed by the Company is awaiting statutory approvals.
The Company is also engaged in business of generating Wind Power from its three plantslocated at Satara and Sangli in Maharashtra and have generated 59.97 lakhs Kwh (last year66.70 lakhs) of power during the financial year which has been supplied under Open Accessarrangement. The sales and profitability of this segment has been adversely affectedprimarily due to (i) imposition of cross subsidy surcharge and additional surcharge sinceNovember 2016 by the authorities on the power supply under Open Access arrangement (ii)reduction in the price of RE Certificates by Rs. 500 (from Rs. 1500) per certificate bythe authorities and (iii) lower generation due to seasonal variations and lower rate ofsupply.
As at 31st March 2018 the Company has one Subsidiary namely PudumjeeInvestment & Finance Company Limited.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY ASSOCIATES AND JOINTVENTURE COMPANIES :
Pursuant to Rule 8 of the Companies (Accounts) Rules 2014 the information on theperformance and financial position of each of the subsidiary associate joint ventureCompanies etc. as included in consolidated financial statement is provided in Annexure-1to this report.
TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 124 and 125 of the Companies Act 2013(corresponding to Section 205A of Companies Act 1956) relevant amounts like unclaimeddividend etc. which remained unpaid orunclaimed 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 484507 shares to the Demat Account of the IEPF Authority maintained withNSDL in respect of which dividend had remained unpaid/unclaimed for a consecutive periodof 7 years or more.The details of the Shareholders whose shares transferred to IEPFAuthority and procedure to claim refund of unclaimed dividend amount and shares from IEPFauthority available on the website of the Company viz:www.amjland.com.
M/s. J. M. Agrawal & Co. Chartered Accountants have been appointed as StatutoryAuditors of the Company at the 52nd Annual General Meeting to hold office up to theconclusion of 57th Annual General Meeting. M/s. J. M. Agrawal & Co. havegiven their consent to act as the Auditors of the Company till conclusion of 57thAnnual General Meeting. The Company has received a Certificate from M/s. J. M. Agrawal& Co. to the effect that their appointment would be within the prescribed limitsunder Section 141 and other applicable provisions of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 and that they are not disqualified forappointment. The Shareholders will be required to ratify the appointment of the auditorsas required by Company Law 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):
There was no change in the Directors and KMP during the year under review.
The Company has Board of Directors with total 9 directors out of which 5 areNon-Executive Independent Directors 1 is Promoter Director 1 is Non-Executive Directorand the remaining 2 are Executive Directors.
By virtue of Section 149 of the Companies Act 2013 and rules made there under theIndependent Directors are not liable to retirement by rotation. Dr. Ashok Kumar Directorretires by rotation at the ensuing Annual General Meeting and being eligible offershimself 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.
SECRETARIAL AUDITOR :
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 22nd July 2017 has appointedM/s. Parikh & Associates Practicing Company Secretaries (Certificate of Practice No.1228) as the Secretarial Auditor for the financial year ending 31st March2018. The Secretarial Auditors' Report for the financial year 2017-18 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.
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 and activities to be undertaken by the Company to meet/contribute expendituretowardsits recommended Corporate Social Responsibility objectives. Some of The activitieswhich will be undertaken by the Company through an eligible trust are as under:
b) Environment Protection
c) Vocational & Professional Training
The CSR committee comprises of the following members:
|Sr. No. ||Name of the Director ||Category ||Designation |
|1 ||Mr. Vinod Kumar Beswal ||Independent Non- Executive Director ||Chairman |
|2 ||Mr. Arunkumar Mahabir Prasad Jatia ||Executive Chairman ||Member |
|3 ||Mr. Ved Prakash Leekha ||Managing Director ||Member |
|4 ||Mr. Bhupendra Champaklal Dalal ||Independent Non- Executive Director ||Member |
The CSR Policy is also uploaded on the website of the Company viz: www.amjland.com.
During the year the Company has allocated and disbursed total Rs. 25 Lakhs to M/s M.P. Jatia Charitable Trust to be spent on the activites of Education EnvironmentalProtection 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 deposited / transferred with M/s. M. P. JatiaCharitable Trust.
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 are 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 www.amjland.com.The Audit Committee reviews all related partytransactions 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 BOARD'S PERFORMANCE:
As required under Companies Act 2013 a meeting of the Independent Directors was heldon 10th February 2018 to evaluate the performance of the Non-IndependentDirectors wherein the evaluation of performance of the Non-Independent Directorsincluding the Chairman and also of the Board as a whole was made against pre-defined andidentified criteria.
The criteria for evaluation of the performance of the Independent DirectorsChairmanand 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 10thFebruary 2018 has evaluated the performance of Independent Directors.
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 theCompanyis 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-9.
WHISTLE BLOWER 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 at www.amjland.com.
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 detailsis given in the Annexures-6A and 6B to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
There was no complaint reported under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
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 ofthe SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached and marked asAnnexure-7.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return of the Company in Form MGT-9 is annexed as Annexure-8to this report.
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.
CHANGE IN NAME:
Pursuant to the approval of the Registrar of Companies Pune the name of the Companyhas been changed from ''Pudumjee Pulp & Paper Mills Limited' to "AMJ LandHoldings Limited" w.e.f. 26th December 2017.
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; and
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 wish to 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 |
| ||Executive Chairman. |
|Place : Lonavala || |
|Date : 26th May 2018 || |