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Annual Report For The Year 2018-19

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Ajmera Realty & Infra India Limited

32nd Annual Report 2018-19

Ajmera Realty & Infra India Limited | 32nd Annual Report 2018-19
UK

Bahrain

India
Ahmedabad
Mumbai
Bengaluru

Driving value
Ajmera Realty & Infra India Limited in all directions
www.aril.co.in
Across the pages
Corporate Overview 2-20
Ajmera Realty & Infra India Limited at a Glance 4
Chairman and Managing Director’s Message 6 ` 35723.78
Our Value Creation Model 8 Lakhs
Performance Highlights 10
Enhancing Value With Consistent Execution Capabilities 12 Revenue in FY 2018-19
Building Value By Capturing Newer Opportunities 14
Driving Value With Distinct Success Enablers 16
Creating Value With The People Edge 18
20
Corporate Social Responsibility
` 13214.30
Statutory Reports 22-99 Lakhs
Notice 22
Board’s Report 39 EBIDTA* in FY 2018-19
Management Discussion and Analysis 71
Report on Corporate Governance 77

Financial Section 100 - 170


Standalone Financial Statements 100 36.99%
Consolidated Financial Statements 136

Investor Information EBIDTA Margin


Market Capitalisation : ` 609.10 Crores
as at March 31, 2019
CIN : L27104MH1985PLC035659
BSE Code : 513349 ` 6562.91
NSE Symbol : AJMERA Lakhs

Bloomberg Code : AREAL:IN


Dividend Declared : ` 3.30 per share PAT** in FY 2018-19

AGM Date : Monday,30th September, 2019


AGM Venue : The Actvity Hall, Ground Floor
Juhu Vile Parle Gymkhana Club,
N.S.Road, Vile Parle (W), Mumbai-400049 18.37%
For online version of this annual report, visit:
http://www.aril.co.in/annual-reports.php PAT Margin
Or simply scan to download:

412
Disclaimer: This document contains statements about expected future events and financials of Ajmera
Realty & Infra India Limited, which are forward-looking. By their nature, forward-looking statements require
the Company to make assumptions and are subject to inherent risks and uncertainties. There is significant
risk that the assumptions, predictions and other forward-looking statements may not prove to be accurate. Happy Employees
Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors
could cause assumptions, actual future results and events to differ materially from those expressed in the
*Earnings before interest,
forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its
entirety by the assumptions, qualifications and risk factors referred to in the Management Discussion and
depreciation, tax and amortisation
Analysis of this Annual Report. ** Profit after tax
A business begins with Currently, the real estate industry is undergoing an interesting
transformation that aims to enhance efficiency, accountability and
value creation. It is the
transparency. Despite changes in the operating environment, the
fundamental purpose of Company has leveraged opportunities to stay ahead of the curve. Our
an organisation to drive robust values constantly inspire us towards realising our broad vision.

value for its stakeholders With a rich group legacy of over 50 years and an enterprising
through efficient strategies leadership, we are strongly focused on project quality and execution
capabilities. Mesmerising designs and engineering expertise offer
and processes. At Ajmera desirable lifestyle and an elevated living experience to our customers.
Realty & Infra India Limited, Backed by a strategic land bank, we have built splendid structures
our consistent growth is across prime locations.

the result of an integrated Accelerating use of the best-in-class technology and innovative
practices have enhanced our productivity and efficiency. With
value-driven approach in
stringent processes in place, we are passionately driven to set
every step that we take. benchmarks in the residential and commercial space. Our signature
properties across geographies, are the beacon of future living and
workspaces. Besides a growing domestic presence, we are all set to
strengthen our reach internationally in London and Bahrain as well.

Our foundation is built on the trust of our customers, investors,


employees and the society. With a drive to grow sustainably, we
adhere to our commitment to continue building superior value for our
stakeholders.
Ajmera Realty & Infra India Limited

Our Chairman Emeritus

LATE SHRI ISHWARLAL S. AJMERA


30th October, 1925 to 9th August, 2015

A visionary leadership is about making others better as a result of


your presence and making sure that impact lasts forever.

2
32nd Annual Report 2018-19

Our Founder Chairman

Corporate Overview - 2-20


Statutory Reports - 22-99
Financial Section - 100-170

LATE SHRI CHHOTALAL S. AJMERA


27th September, 1937 to 24th March, 2012

Good leaders have vision and inspire others to help them turn vision into reality.
Great leaders have vision, share vision, and inspire others to create their own.

3
Ajmera Realty & Infra India Limited

Ajmera Realty &


Infra India Limited
at a glance
Night View of iLand

4
32nd Annual Report 2018-19

Corporate Overview - 2-20


Vision
To be the most preferred and
trusted name that enhances the
quality of life through sustainable
growth to all the stakeholders

Mission

Statutory Reports - 22-99


To fulfil the growing aspiration
of our customers, we create
innovative and world-class
complexes for every strata
of society. Our mission is to
preserve affordability with a
superior outcome which is
aligned with our moto “Less for
More” through our presence in
all segments. Beyond everything

Financial Section - 100-170


lies our integrity, values, trust
and purity of truth that defines
the Ajmera Builders completely.
We at Ajmera offer vast spaces
with a variety of countless
facilities which brings distinct
communities and families in
“our world”.

Established in 1985 and headquartered in Mumbai, Ajmera Realty & Infra India Limited (Ajmera) is one of
India’s largest player in the real estate industry. The Company develops a range of residential properties such
as integrated townships, residential hi-rise towers, exclusive/premium apartments and magnificent villas, among
others.

The Company is known for its insightful management, outstanding quality and value additions across the
projects. With splendid designs, technical expertise and on-track delivery, we are the most preferred choice in
industry. Led by a strong land bank, the Company has strategically spread its presence in major cities such as
Mumbai, Bengaluru and Ahmedabad. Our geographical footprint spans internationally in London and Bahrain
as well. The Company is set for a higher path with a visionary leadership, architectural masterpieces, financial
excellence and strong market credibility.

5
Ajmera Realty & Infra India Limited

Chairman and was returning to the sector, the Non-


Banking Financial Company (NBFC)
crisis in the second half of 2018,

Managing Director’s
induced a short period of sluggish
growth in the sector. In the absence
of liquid funds, small developers
opted for consolidation of projects

Message with bigger developers to meet


construction deadlines.
In the Budget 2019, the Government
announced the benefit of rollover of
capital gains from investment in one
residential house to two residential
houses to promote buying of second
house by buyers. To push affordable
housing sale, schemes like Credit
Linked Subsidy Scheme (CLSS)
helped individuals with a lower
income to buy their first house. In an
effort to keep the prices reasonable,
the Government also lowered GST
rate from 12% to 8% on affordable
houses under construction and
reduced it further to 1% (without
input tax credit). Further, in order to
provide boost to ‘Housing for All’, an
additional deduction of up to ` 1.5
Lakhs for interest paid is allowed on
a loan borrowed up to 31st March,
2020, for house valued at up to ` 45
Dear Shareholders, steps taken by the Government Lakhs.
such as improvement in ease of
It is my pleasure to present you the The future of the real estate sector
doing business, liberal foreign
Annual Report of the Company for looks very promising with the
direct investment regulations, an
the year 2018-19. We have always introduction of programmes like
entailed impetus to the infrastructure
challenged ourselves to deliver more ‘Housing for All’ and innovative
development, India has a bright
and set new benchmarks. With a offerings like co-working space,
future ahead of it. I am optimistic that
strong core and market expertise, senior citizen housing and student
the re-election of the Government will
the Company is wisely expanding housing, among others. The
result in a more stable and growth-
its footprint across the global real successful launch of India’s maiden
centric economy in the future.
estate map. In the process, we are REIT (Real Estate Investment
continuously focused on delivering Sectoral Performance Trusts) came as a positive move
sustainable long-term value for our Real estate sector, which is the in the sector. These developments
broader stakeholder base. second major contributor for GDP will certainly support the sector in
growth after agriculture, is witnessing contributing to the growth of our
Economic Scenario economy.
more foreign investments in not just
I believe, India is the most exciting
residential, but also the commercial Our Performance
economy in the world today. We are
segment. The Government has
a country with opportunity, potential The Company reported satisfactory
clearly focused on improving overall
and rising aspirations of a growing performance in FY 2018-19. The
infrastructure and expediting the
population. India is expected to be revenue increased by 18.02% from
current pace of industrialisation.
an economy worth US$ 6 trillion ` 289.07 Crores in FY 2017-18 to
Previous year was a roller coaster
in a decade from now. The GDP ` 342.85 Crores in FY 2018-19.
ride for the sector with the Real Estate
witnessed soft growth at 6.8% during Also, the EBIDTA and PAT stood
(Regulation and Development),
the year 2018-19 as compared to the at ` 132.14 Crores and ` 66.17
Act 2016 (RERA) and Goods and
previous financial year. The year saw Crores respectively in FY 2018-19.
Services Tax (GST) providing a fresh
implementation of several structural Slowdown in the real estate sector
impetus to the industry after a brief
and financial sector reforms, while impacted the Company’s profitability
tumultuous period.
continuing efforts to reduce the to certain extent. The total launched
elevated public debt. With various However, as the investor confidence area is approximately 3 million

6
32nd Annual Report 2018-19

sq.ft cumulatively in all Mumbai, Luganoo and Ajmera Nucleus are and focused to drive maximum
Bengaluru and Ahmedabad Projects. under construction and will be value for all. We are growing faster
We have sold substantial quantity of completed by 2021. Ajmera Lugaano in the domestic as well international
area cumulatively in all the places. in North Bengaluru is surrounded markets. Unmatched project
by 105 acres of lake and 4 acres execution capability has helped us
Wadala: Our Wadala project has of green stretch. The project is well in completing projects well before
excellent connectivity and integrated

Corporate Overview - 2-20


connected to all important avenues the set time frame. We are a
new age living destination. Wadala
of convenience. name synonymous with innovative
is easily reachable from the Express
designs by using international
Highway and interconnected along Bahrain: We entered into a joint
the Western, Central and Harbour venture with Mayfair Housing and standard construction techniques.
Railway lines. Further, the new Bahrain’s Kooheji Golden Gate, Our foresight in selecting the right
flyover connecting to BKC will be an to launch the highly anticipated location by assessing the potential,
added advantage. Eastern Express residential project named ‘Golden differentiates us from others.
Highway touches/ passes by Wadala Gate’ at Bahrain Bay. The Project Our abilities have fostered our
connecting to South Mumbai in will be the tallest residential towers commitment to create an authentic
15 Minutes. Zeon, a part of our in the prime location of Bahrain with and extraordinary living experience
landmark project in Wadala, has a touch of technological flare and for our customers.
been delivered, while the first phase grand designs. It will be our landmark Continuing our growth story, we

Statutory Reports - 22-99


of Aeon has been delivered. Treon project in international presence at initiated five projects across the
is nearing completion and has been Bahrain. Our endeavours to capitalise London city by partnering with local
given for fit-outs. We have plans for on right opportunities at the right time players.
further development of 30 acres of have made our brand internationally
balance land at Wadala (including visible. We had launched the project Giving Back to the Society
existing projects). of 450 apartments in November At Ajmera, we have always believed
2018 and out of that, we are happy in inclusive growth and in taking
Kanjurmarg: The project is spread
to book sale of 178 apartments (40% responsibility of giving back to
across approximately 1.2 million sq.ft
sale) within 8 months. Our success in the community. We have taken
which will be launched in the current
Golden Gate was a herculean effort various initiatives in the areas of
financial year 2019-20 with all the
by whole team to deliver one of the education, healthcare, livelihood
necessary approvals in pipeline. Out
biggest concrete pour (3,600 cubic creation and skill development
of 67 acres of land, we are launching
meter) of RAFT foundation within

Financial Section - 100-170


7 acres of land in 1st Phase with of the underprivileged section of
62 working hours by 350 operators the society. Our initiatives include
a combination of Residential and
using 950 RMX Mix Trucks. Ajmera Shiksha Yojana, Ajmera
Commercial complexes.
London: We have identified Self- Development Programme and
Kalina: Ajmera Summit a commercial Ajmera Swaastha Yojana, among
the UK market for diversification
tower at Kalina, Santa Cruz has others.
and fulfilment of our ambition to
received OC and Sales in progress.
expand our presence globally. We Closing Thoughts
Ahmedabad: Enigma and Casa have identified the UK market for
With consistent quality and focus, we
Vyoma are the two benchmark diversification and fulfilment of our
will continue to create remarkable
projects at Ahmedabad. Ajmera ambition to expand our presence
structures and world-class customer
Enigma has been completed and globally. After Brexit, we feel that
experience. We adhere to the larger
Casa Vyoma’s phase 1 is delivered property market in London will get
purpose of this organisation i.e. to
and phase 2 is expected to receive further boost. Your Company has
taken conservative approach with constantly create maximum value
OC soon.
asset light model and have entered for all. I would like to appreciate all
Bengaluru into a joint venture with the local our employees for their dedication,
We have our presence since more developer of the UK through its passion and enthusiasm they bring
then one decade in Electronic City, wholly owned subsidiary known as to the work. I thank our Directors
Bengaluru. During our jouney, we ‘Ajmera Corporation UK Limited’. and Senior Management for their
have developed and delivered The Company plans to construct valuable guidance. Finally, I thank
approximately 2.70 million sq.ft. The five complex houses which are in all our stakeholders for their support
Company has further acquired 5.5 the initial stage of development. Our and trust in us.
acres of land at Electronic City- 2, residential projects include Kingston, Best Regards,
which will strengthen our presence Hemel Hempstead, Southhall,
in the industry. Ajmera Annex and Bishops Avenue and Liverpool.
Ajmera Luganoo are the landmark
projects in Bengaluru by the Ajmera Driving value in all direction
Group. Ajmera Annex is completed In every aspect of our business, I Rajnikant S. Ajmera
successfully whereas Ajmera see that the Company is inspired Chairman and Managing Director

7
Ajmera Realty & Infra India Limited

Our Approach to
Value Creation
At Ajmera, we are focused on delivering sustainable value to our stakeholders despite volatile
industry environment. Our long-term vision and strategic roadmap has reinforced the core
fundamentals of the business.

INPUT PROCESS
Financial Capital
Funds deployed through debt, equity and
operations.
Equity & Reserves: ` 55,824.12 Lakhs as on
31.03.2019
Debt : ` 67,211.73 Lakhs as on 31.03.2019 Strategic Priorities
Robust Corporate
Intellectual Capital
Includes knowledge of the technology, R&D
(relating to land, launch date and time for Our Business
Activities
Value creation for stakeholders

maximum return, price)


Planning
Human Capital Regulatory approval
Includes people that drive the operations and Construction
the initiatives to nurture them to create future
Pre-launch research
leadership.
Sales and marketing
No. of employees: 412
Final delivery
Training imparted: 4,284 man-hour
Post sales service
Social and Relationship Capital Superior customer
Sustaining relationship, shared values and trust experience
with the investors, regulatory authorities, clients,
sales team and communities in which the Cost
Company operates.
Spend on CSR activity: ` 123.61 Lakhs

8
32nd Annual Report 2018-19

Corporate Overview - 2-20


Statutory Reports - 22-99
OUTPUT
Financial Capital
Improving market leadership Higher net worth
Consistent RoE growth Total income: ` 35,723 Lakhs
EBITDA: ` 13,214.30 Lakhs PAT: ` 6,562.91 Lakhs

Financial Section - 100-170


Intellectual Capital
Brand reputation Cost optimisation and higher productivity
Governance
Human Capital
Support Function Experienced leadership driving a high-performance culture
Extensive R&D Skilled and committed employees
Effective risk management

• Location selections Strong employee bonding Happy and motivated


• Future prospects employees Customer-focussed approach
• Launch time and date for
Social and Relationship Capital
maximum return
• Price Dividend declared during the year: ` 3.30/- per share

Ultra-modern technology Long-standing relationship with channel partners,


distributors and customers
Superior quality
Positive impact on community by promoting education, skill
Robust supplier network
development and improving healthcare
Fund availability - Total 165 underprivileged children benefited through
Liasoning infrastructure and technological facilities in Gujarat.
efficiency Building trust, transparency and value for stakeholders
Inclusive growth initiatives in surrounding communities

9
Ajmera Realty & Infra India Limited

Performance Highlights
Net Sales EBITDA EBITDA Margin
(` in Lakhs) (` in Lakhs) (%)
13,676.17
35,723.78 45.25
13,214.30
42.83
11,334.16
30,221.21 36.99
26,575.56

FY 2016-17 FY 2017-18 FY 2018-19 FY 2016-17 FY 2017-18 FY 2018-19 FY 2016-17 FY 2017-18 FY 2018-19

PAT PAT Margin EPS


(` in Lakhs) (%) (` per share)
7,607.12

25.17 21.44
6,562.91
23.16
6,153.67 18.49
17.34

18.37

FY 2016-17 FY 2017-18 FY 2018-19 FY 2016-17 FY 2017-18 FY 2018-19 FY 2016-17 FY 2017-18 FY 2018-19

10
32nd Annual Report 2018-19

Return on Equity

Corporate Overview - 2-20


(%)

15.08
13.97

11.75

Statutory Reports - 22-99


FY 2016-17 FY 2017-18 FY 2018-19

Financial Section - 100-170


Ajmera Treon

Dividend Payout
(` in Lakhs)

1,171.00 1,171.00
1,064.55

FY 2016-17 FY 2017-18 FY 2018-19 Ajmera Nucleus

11
Ajmera Realty & Infra India Limited

Enhancing value
with consistent
execution
capabilities
With strong execution capabilities, Ajmera continues
to move ahead with enhanced ‘trust’ and ‘credibility’.
We have maintained a customer-centric approach by
our clear thrust on timely delivery.

The business structure in the real estate sector poses


the biggest challenge in achieving timely execution.
The industry is dynamic with changes in the costs of
resources, regulations, consumer mindset among others.
We proactively respond to any change that emerges in the
competitive market environment. For us, smooth execution
is the result of a holistic organisational commitment,
technology innovation, established brand, effective
strategies and superior working capital management.
It simply focuses on the effectiveness of every single
function.

The Company has always been respected for building


projects on time. We have invested significantly in
execution discipline with sound corporate governance,
best practices and well-defined processes throughout the
construction cycle. Our emphasis on prompt after-sales
service provides maximum convenience to our customers.

As a result, our execution capabilities translate into


quality projects, timely handover and better technology-
led control. Our iconic project, Zeon has been delivered,
Treon is nearing completion and given for fit outs and
AEON has received part OC.

We are exploring new projects through JV/JD/BM Models


with various projects located at Mumbai, Pune, Bengaluru.
We have identified 3-4 projects in Mumbai. Once we
accomplish acquisition formalities, we will announce in
due course.

Ajmera Treon
12
32nd Annual Report 2018-19

Corporate Overview - 2-20


Statutory Reports - 22-99
Financial Section - 100-170
Our well-executed projects

4 7 5 1
Mumbai Bengaluru London Bahrain
King’s Borough, London

Ajmera Treon Ajmera Treon


13
Ajmera Realty & Infra India Limited

Building value by
capturing newer
opportunities
At Ajmera, our consistent focus on design and
aesthetics has helped strengthen the value
proposition of our brand. Our strategic decision
and foresight in selecting the right location with
right prospect has reinforced our foundation.
Ahmedabad

Mumbai

Bengaluru

Bahrain United Kingdom India

Park Works, Kingston Park Works, Kingston

14
32nd Annual Report 2018-19

Corporate Overview - 2-20


We have made a mark with several iconic developments in markets such as Mumbai, Bengaluru,
Pune and Ahmedabad among others. The Company has widened reach by spreading its international
presence as well. The expansion mode will bolster our growth journey ahead by capturing emerging
opportunities in the market. We have developed deluxe properties at i-land, Wadala in Mumbai. The
project has three luxury towers – Zeon has been delivered, Treon is nearing completion and given
for fit outs whereas Aeon has received part OC.

Statutory Reports - 22-99


Our International projects

During FY 2018-19, we launched five small projects across the London city by partnering with a
renowned local player. The projects enjoy serene majesty of nature in the prime locations of the
city. These magnificent developments in the UK market will enhance our visibility across the real
estate sector.

We entered Bahrain by launching the Golden Gate, which is the highest residential tower in the
country. It is a gateway to luxury living with modern hospitality and world-class amenities. The
ambitious project will further consolidate our position internationally.

Financial Section - 100-170

Bahrain Golden Gate Southhall Mens Working Club

15
Ajmera Realty & Infra India Limited

Driving value
with distinct
success enablers
We, at Ajmera, follow a 360 degree approach which has transformed our construction and financial
effectiveness over the years. We have built a legacy of creating landmark structures which provide
incredible value to our customers.

A Pioneer in the Industry Extensive Research & Development Execution Strength


We have been a pioneer R&D plays a vital role in our Execution excellence, on-
in developing world-class success. We invest significantly to track delivery and post-sales
properties that reinforces our drive innovation for selecting the services have created a strong
position in the market. Our prime location with attractive future value-centric proposition for
vision is evident in the distinctive prospect and easy connectivity. our clients. Our approach
quality and aesthetic design of Well-researched planning provides is facilitated by the ability to
our remarkable projects. Our enriching end-user experience with complete projects within the
strong land bank, thoughtful efficient project management and set timeframe. It continues
strategies, expanding presence effective cost control. Our prominent to strengthen the trust of our
across geographies and rigorous luxury projects in Mumbai, Bengaluru customers.
planning allows us to deliver and London, reflect our thorough
excellent results every time. efforts towards meticulous planning.

16
32nd Annual Report 2018-19

Corporate Overview - 2-20


Statutory Reports - 22-99
Advanced Technology Efficient Systems & Processes
We have developed strong technical We have structured our business model
capabilities to drive quality, speed and with stringent compliance in line with
economies of scale in construction. changing market requirements. Our robust
Maximised productivity, asset utilisation and risk management framework and internal

Financial Section - 100-170


operating efficiencies are the result of selected controls bring in higher efficiencies. We
international standard technology such as have also streamlined the processes
MIVAN shuttering technique, Precast Panels across the various business functions,
technique, and Green Concrete technology resource mobilisation, site logistics and
among others. Increasing use of leading- administration, enhancing the transparency
edge technology has further led to reduced in our dealings with the customers.
wastage, optimised material consumption,
durability and improved margins.

17
Ajmera Realty & Infra India Limited

Ajmera Track Fun-day event hosted by i-Land Racing Academy Track race for promoting road safety

Creating value with the people edge


Small acts, when multiplied by millions of people, can transform the world.

An organisation is an amalgam of its


people who define and shape it. They
are indispensable to an organisation like Encouraging diversity at Learning and growing together
ours, which operates in a challenging workplace
Our learning and development
industry scenario. We always aim to Our people hail from different programs are structured to improve
attract, develop and retain the best cultural backgrounds and employees’ skillsets and help them
talent to deliver extraordinary results. value systems which brings grow personally and professionally.
Our constant endeavour is to provide invaluable insights and distinct These initiatives ensure that the
an experience which is challenging and perspectives together. The employees are aligned to achieve
fulfilling at the same time. The Company open discussions inspire our a shared business goal.
believes in driving a performance-based employees to give their best
culture and empowering people for a and remain motivated.
higher level of performance.

i-art festival conducted by Ajmera for public

18
32nd Annual Report 2018-19

Corporate Overview - 2-20


Employee engagement activity at Ajmera IPL Final match screening for customers

Statutory Reports - 22-99


i-Kart Event
Wheels for change!
Rewarding performances Ajmera Track Fun-Day was hosted by i-Land Racing Academy. The
Our employees are intrinsic pillars of objective was to promote sports infrastructure in Mumbai to create
our success. We believe in rewarding the largest multi-format hub for all the sports to help individuals for
outstanding performers which a better lifestyle and healthy living. ‘Sports is a very important part
forms an integral part of our work of an individual’s lifestyle and I am myself a strong believer of that’

Financial Section - 100-170


ethics. Further, we also celebrate says Mayur Ajmera. Ajmera Sunday Funday, is the first of the many
exceptional performances through initiatives to promote sports in our country. This event was done in
our employee recognition program partnership with #Adsto and under the guidance of 8 times national
and foster the spirit of excellence in champion, Rustom Kersi Patel to ensure top class level for this event
different roles. at Ajmera i-Land Bhakti Park, Wadala.

4,284
Man-hours of
training imparted
across Group
during FY 2018-19

Fire show to celebrate 50 years of the Company Mothers Day celebration for public

19
Ajmera Realty & Infra India Limited

Corporate Social
Responsibility
At Ajmera, we believe in working together to build a better world. Our position in the community
makes us responsible for its well-being and progress. Regular community support and ethical
business practices have made Ajmera a brand that cultivates trust. As part of our Corporate
Social Responsibility (CSR) initiatives, we focus on the promotion of education, health and
environment.

Key CSR initiatives during the year 2018-19:


During the year under review, we have undertaken various
measures and programmes to help more and more people.
The various measures carried out includes:

School Infrastructure
Education is a child’s best gift. And across the world, the
ecosystem of education is driven primarily by schools. In
order to promote education and knowledge, we have given
financial assistance to carry out construction of school
infrastructure and technology for Karkhadi High School,
Vadodara and in the vicinity of our Wadala site.

Kerala Relief Fund


We strongly believe in giving back to the society and making
a difference. We have voluntarily contributed towards Kerala
Relief Fund.

Motor Sports
We have sponsored candidates for Motor Sports participation
at International Level.

20
Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

CORPORATE
INFORMATION
BOARD OF DIRECTORS INSTITUTIONS/BANKERS
Mr. Rajnikant S. Ajmera HDFC Ltd./ ICICI Bank Ltd.
Chairman & Managing Director
REGISTERED OFFICE
Mr. Manoj I. Ajmera
Citi Mall, 2nd Floor, New Link,
Managing Director
Road, Andheri (W), Mumbai- 400053
Mr. Sanjay C. Ajmera CIN : L27104MH1985PLC035659
Whole Time Director Tel: 022-66984000
Fax: 022-26325902
Mr. K. G. Krishnamurthy*
E-mail: investors@ajmera.com
Additional Non-Executive-Independent Director
Website: www.aril.co.in
* appointed w.e.f. 5th November, 2018
Mr. Ambalal C. Patel REGISTRAR & TRANSFER AGENT
Non-Executive-Independent Director Sharex Dynamic (India) Private Limited
C 101, 247 Park, L B S Marg, Vikhroli
Mrs. Aarti M. Ramani West, Mumbai - 400083.
Non-Executive-Woman Independent Director Email : support@sharexindia.com
Mr. Jagdish Doshi* Website : www.sharexindia.com
Non-Executive –Independent Director
*Ceased to be Director due to his sad demise on
14th August, 2018

GROUP CHIEF FINANCIAL OFFICER


Mr. O. P. Gandhi

COMPLIANCE OFFICER &


COMPANY SECRETARY
Ms. Harshini D. Ajmera

AUDITORS
Manesh Mehta & Associates
Chartered Accountants
611-701, Centre Point, 32nd ANNUAL GENERAL MEETING
R.C. Dutt Road, Alkapuri, Day, Date & Time:
Vadodara – 390007
Firm Reg. No. 115832W Monday, 30th September, 2019 at 11:30 am

Venue:

Activity Hall, Ground Floor, Juhu Vile Parle,


Gymkhana Club, N.S. Road, JVPD Scheme, Vile
Parle (W) Mumbai – 400049.

Book Closure:

Thursday, 26th September, 2019 to Monday, 30th


September, 2019 (both days inclusive)

32nd Annual Report 2018-19 21


Corporate Overview Notice
2 - 20 22 - 38

NOTICE
NOTICE is hereby given that the 32nd Annual Item No.3 : Appointment of Director
General Meeting of the Shareholders of the Ajmera
To re-appoint Mr. Manoj I. Ajmera (DIN No.
Realty & Infra India Limited will be held on Monday,
00013728), who retires by rotation and being eligible,
the 30th day of September, 2019 at 11.30 AM at “The
offers himself for appointment as a Director and in this
Activity Hall”, Ground Floor, Juhu Vile Parle
regard, to consider and, if thought fit, to pass with or
Gymkhana Club, N. S. Road, JVPD Scheme, Vile
Parle(W), Mumbai - 400049, to transact the following without modification(s) the following resolutions as an
business: Ordinary Resolution:

ORDINARY BUSINESS: “RESOLVED THAT pursuant to the provisions of


Section 152 of the Companies Act, 2013, Mr. Manoj I.
Item no.1: Adoption of Financial Statements Ajmera (DIN: 00013728), who retires by rotation at
To receive, consider and adopt:- this meeting, be and is hereby appointed as a Director
of the Company, liable to retire by rotation.”
(a) the Audited Standalone Financial Statements of
the Company for the financial year ended March Item no. 4 - Ratification of appointment of auditors
31, 2019; the Reports of the Board of Directors
To ratify the appointment of auditors of the Company,
and Auditors of the Company; and
and to fix the remuneration payable to them for the
(b) the Audited Consolidated Financial Statement of financial year ending March 31, 2020 and in this
the Company for the financial year ended March regard, to consider and, if thought fit, to pass with or
31, 2019 and in this regard, to consider and, if without modification(s) the following resolutions as an
thought fit, to pass with or without modification(s) Ordinary Resolution:
the following resolutions as an Ordinary
Resolution: “RESOLVED THAT pursuant to Section 139, 142
and other applicable provisions of the Companies Act,
“RESOLVED THAT the audited financial 2013 and the Rules made thereunder, as amended
statement of the Company for the financial year from time to time, pursuant to the recommendations of
ended March 31, 2019 and the reports of the
the audit committee of the Board of Directors, and
Board of Directors and Auditors thereon laid
pursuant to the resolution passed by the members at
before this meeting, be and are hereby considered
the 30th Annual General Meeting held on September
and adopted.
29, 2017, the appointment of M/s Manesh Mehta &
RESOLVED THAT the audited consolidated Associates, Chartered Accounts (Firm Registration
financial statement of the Company for the No. 115832W) as the Auditors of the Company, be
financial year ended March 31, 2019 and the and is hereby ratified to hold the office from
report of Auditors thereon laid before this meeting, conclusion of the 32nd Annual General Meeting until
be and are hereby considered and adopted.” the conclusion of the 33rd Annual General Meeting of
Item No.2: Declaration of Dividend the Company and that the Board of Directors be and
is hereby authorized to fix the remuneration payable
To declare dividend on Equity share for the Financial
Year ended March 31, 2019 and in this regard, to to them for the financial year ending March 31, 2020,
consider and, if thought fit, to pass with or without as may be determined by the audit committee in
modification(s) the following resolutions as an consultation with the auditors, and that such
Ordinary Resolution: remuneration may be paid on a progressive billing
basis as may be agreed upon between the auditors
“RESOLVED THAT a dividend at the rate of Rs. and the audit committee / Board of Directors.
3.30/- (Three rupees and Thirty paisa only) per equity
share of Rs. 10/-(Rupees Ten) each fully paid-up of SPECIAL BUSINESS:
the Company be and is hereby declared for the Item No. 5: Ratification of Remuneration payable
financial year ended March 31, 2019 and the same be to Cost Auditors of the Company
paid as recommended by the Board of Directors of the
Company, out of the profits of the Company for the To ratify remuneration of Cost Auditors for the
financial year ended March 31, 2019.” financial year ending March 31, 2020 and in this

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Board’s Report Corporate Governance Report Financial Statements
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regard, to consider and, if thought fit, to pass with or consecutive years commencing from 12th May, 2014
without modification(s) the following resolutions as an to 11th May, 2019 and who has attained the age of 75
Ordinary Resolution: years, has submitted a declaration that he meets the
criteria for independence as provided in Section
“RESOLVED THAT pursuant to Section 148(3) and
149(6) of the Companies Act, 2013 and Regulation
other applicable provisions, if any, of the Companies
16(1)(b) of Listing Regulations and in respect of whom
Act, 2013 (including any statutory modification or re-
the Company has received a notice in writing under
enactment thereof for the time being in force) and The
Section 160 of the Companies Act, 2013 from a
Companies (Audit and Auditors) Rules, 2014, as
member proposing his candidature for the office of
amended from time to time, the remuneration not
Director, being eligible for re-appointment, be and is
exceeding of Rs. 82,500/- plus applicable taxes and
hereby re-appointed as an Independent Director
out-of-pocket expenses incurred in connection with
(Category: Non-Executive) of the Company whose
the audit, payable to M/s. D R Mathuria & Co., Cost
term shall not be subject to retire by rotation, to hold
Accountants (Firm Registration Number 101535),
office for the second term of five (5) consecutive years
who are appointed as Cost Auditors of the Company
with effect from May 12, 2019 to May 11, 2024, on the
to conduct Cost audit relating to cost records of the
Board of Directors of the Company.
Company under the Companies (Cost Records and
Audit) Rules, 2015 for the financial year ending March RESOLVED FURTHER THAT the Board / Committee
31, 2020, be and is hereby approved and ratified. of Directors of the Company or such Officer(s) /
RESOLVED FURTHER THAT the Board of Directors Authorized Representative(s) as may be authorized
of the Company (including any Committee thereof) be by the Board be and are hereby authorized to file the
and is hereby authorized to do all acts and take all necessary applications, e-forms, documents with
such steps as may be necessary, proper or expedient concerned statutory authorities/agencies such as the
to give effect to this Resolution.” Registrar of Companies (ROC), Stock Exchanges,
National Securities Depositories Limited (NSDL,
Item No. 6: Re-appointment of Mr. Ambalal C. Central Securities Depositories Limited (CDSL),
Patel (DIN: 00037870) as an Independent Director Share Transfer Agent (RTA), etc. in relation thereto,
(Category : Non-Executive) of the Company for send intimation(s) to Stock Exchange(s) as per Listing
the second term of five (5) consecutive years Regulations and to do all such acts, deeds, matters
To consider and if thought fit, to pass with or without and things as may be deemed necessary, proper or
modification(s), the following Resolution as Special expedient for the purpose of giving effect to the above
Resolution: resolution and for matters connected herewith or
incidental hereto.”
“RESOLVED THAT pursuant to the recommendation
of Nomination and Remuneration Committee of the Item No:7: Re-appointment of Mrs. Aarti M.
Board and approval of Board of Directors in their Ramani (DIN: 06941013) as an Independent
respective meetings held on 22nd March 2019 and Women Director (Category : Non-Executive) of
17th May 2019 and provisions of Sections 149,150 the Company for the second term of five (5)
and 152 read with Schedule IV and any other consecutive years
applicable provisions, if any, of the Companies Act,
To consider and if thought fit, to pass with or without
2013 (“the Act”) and the rules made thereunder and
modification(s), the following Resolution as Special
Regulation 17 (1) (a) of the Securities and Exchange
Resolution:
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing “RESOLVED THAT pursuant to recommendation of
Regulations”) as amended on May 09, 2018 the Nomination and Remuneration Committee and
(including any statutory modification(s), approval of the Board of Directors in their respective
clarification(s), substitution(s) or re-enactment(s) meetings held on 22nd March, 2019 and 17th May,
thereof for the time being in force) and any other 2019 and pursuant to the provisions of Sections 149,
applicable law(s), regulation(s) and guideline(s), Mr. 150, 152 read with Schedule IV and any other
Ambalal C. Patel (DIN:00037870) who was appointed applicable provisions, if any, of the Companies Act,
as an Independent Director for a term of five (5)

32nd Annual Report 2018-19 23


Corporate Overview Notice
2 - 20 22 - 38

2013 and the Companies (Appointment and To consider and if thought fit, to pass with or without
Qualification of Directors) Rules, 2014 and Regulation modification(s), the following Resolution as an
17(1)(a) of the Securities and Exchange Board of Ordinary Resolution:
India (Listing Obligations and Disclosure
“RESOLVED THAT Mr. K G Krishnamurthy (DIN:
Requirements) Regulations, 2015 (“Listing
00012579), who was appointed by the Board of
Regulations”) and the applicable provisions of Listing
Directors as an Additional Director of the Company
Regulations (including any statutory modification(s)
with effect from November 5, 2018 and who holds
or re-enactment thereof for the time being in force),
office up to the date of this Annual General Meeting of
the approval of the Members of the Company be and
the Company in terms of Section 161(1) of the
is hereby accorded for re-appointment of Mrs. Aarti M.
Companies Act, 2013 (“Act”) and Article 121 of the
Ramani (DIN:06941013), whose current term of office
Articles of Association of the Company but who is
is expiring on 11th August, 2019 and who has
eligible for appointment and in respect of whom the
submitted a declaration confirming the criteria of
Company has received a notice in writing from a
Independence under Section 149(6) of the
Member under Section 160(1) of the Act proposing his
Companies Act, 2013 read with the Regulation
candidature for the office of Director of the Company,
16(1)(b) Listing Regulations, as amended from time to
be and is hereby appointed as Director of the
time, and who is eligible for re-appointment for a
Company.
second term under the provisions of the Companies
Act, 2013, Rules made there under and Listing RESOLVED FURTHER THAT pursuant to the
Regulations and in respect of whom the Company has provisions of Sections 149, 152 and other applicable
received a notice in writing from a Member proposing provisions, if any, of the Act, the Companies
his candidature for the office of Director pursuant to (Appointment and Qualifications of Directors) Rules,
Section 160 of the Companies Act, 2013, as Non- 2014, read with Schedule IV to the Act and Regulation
Executive- Independent Director of the Company, 17(1)(a) and other applicable regulations of the
whose term shall not be subject to retire by rotation, to Securities and Exchange Board of India (Listing
hold office for five (5) consecutive years on the Board Obligations and Disclosure Requirements)
of the Company for a term w.e.f. 12th August, 2019 Regulations, 2015 (“Listing Regulations”), as
upto 11th August, 2024. amended from time to time, the appointment of Mr. K
RESOLVED FURTHER THAT the Board / Committee G Krishnamurthy (DIN: 00012579), who meets the
of Directors of the Company or such Officer(s) / criteria for independence as provided in Section
Authorized Representative(s) as may be authorized 149(6) of the Act along with the rules framed
by the Board be and are hereby authorized to file the thereunder, and Regulation 16(1)(b) of Listing
necessary applications, e-forms, documents with Regulations and has submitted a declaration to that
concerned statutory authorities/agencies such as the effect, and who is eligible for appointment as an
Registrar of Companies (ROC), Stock Exchanges, Independent Director of the Company, not liable to
National Securities Depositories Limited (NSDL, retire by rotation, for a term of five (5) consecutive
Central Securities Depositories Limited (CDSL), years commencing November 5, 2018 to November
Share Transfer Agent (RTA), etc. in relation thereto, 4, 2023, be and is hereby approved.
send intimation(s) to Stock Exchange(s) as per RESOLVED FURTHER THAT the Board / Committee
Listing Regulations and to do all such acts, deeds, of Directors of the Company or such Officer(s) /
matters and things as may be deemed necessary, Authorized Representative(s) as may be authorized
proper or expedient for the purpose of giving effect to by the Board be and are hereby authorized to file the
the above resolution and for matters connected necessary applications, e-forms, documents with
herewith or incidental hereto.” concerned statutory authorities/agencies such as the
Item No.8: Appointment of Mr. K. G. Registrar of Companies (ROC), Stock Exchanges,
Krishnamurthy (DIN:00012579) an Independent National Securities Depositories Limited (NSDL,
Director (Category: Non Executive) of the Central Securities Depositories Limited (CDSL),
company for the term of five (5) consecutive years Share Transfer Agent (RTA), etc. in relation thereto,

24 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

send intimation(s) to Stock Exchange(s) as per Listing remuneration as provided under Section 197 of the
Regulations and to do all such acts, deeds, matters Companies Act, 2013 or such other limits as may be
and things as may be deemed necessary, proper or prescribed from time to time.
expedient for the purpose of giving effect to the above
resolution and for matters connected herewith or RESOLVED FURTHER THAT the Board be and is
incidental hereto.” hereby authorized to do all such acts, deeds and
things and execute all such documents, instruments
Item No. 9 : Re-appointment of Mr. Rajnikant S. and writings as may be required and to delegate all or
Ajmera (DIN:00010833), as Chairman & Managing any of its powers herein conferred to any
Director of the Company for a term of Five (5) Committee of Directors or Director(s) to give effect
years to the aforesaid resolution.”

To consider and if thought fit, to pass with or without Item No. 10 : Reclassification of Promoters of the
modification(s), the following Resolution as Special Company as a Public Shareholder
Resolution :
To consider and if thought fit, to pass with or without
“RESOLVED THAT pursuant to the recomm- modification(s), the following Resolution as Special
endations of Nomination and Remuneration Resolution :
Committee and approval of the Board at its meeting
“RESOLVED THAT pursuant to Regulation 31A and
held on 22nd March 2019 and 17th May 2019
any other applicable provisions of the Securities and
respectively and in accordance with the provisions of
Exchange Board of India (Listing Obligations and
Sections 196, 197 and 198 read with Schedule V and
Disclosure Requirements) Regulations, 2015
all other applicable provisions of the Companies Act,
including any amendment(s) or modification(s) made
2013 and the Companies (Appointment and
thereto from time to time and any other laws and
Remuneration of Managerial Personnel) Rules, 2014
regulations as may be applicable from time to time,
(including any statutory modification(s) or re-
and subject to the necessary approvals of the Stock
enactment thereof for the time being in force) and
Exchanges and other appropriate statutory
Articles of Association of the Company, approval of authorities as may be necessary, the consent of the
the Company be and is hereby accorded to re- members of the Company be and is hereby accorded
appointment of Mr. Rajnikant S. Ajmera (DIN: for re-classification of following entity from
00010833 ), as Chairman & Managing Director of the Promoter/Promoter group category to Public
Company, for a period of 5 (five) years with effect from category, since the entity is neither involved in the
1st August,2019 to 31st July,2024, liable to retire by management of the Company nor exercise control
rotation on the terms and conditions including over the affairs of the Company directly or indirectly
remuneration as set out in the Explanatory Statement and hold not more than 10% of the total voting rights in
annexed to the Notice convening this Meeting, with the Company and also none of the following entity
liberty to the Board of Directors (hereinafter referred to have entered into any shareholder’s or other
as “the Board” which term shall be deemed to include agreement with the Company nor they have any veto
the Nomination and Remuneration Committee of the rights or special information rights or special rights as
Board) which is hereby approved and sanctioned with to voting power or control of the Company.
authority to the Board of Directors to alter and vary the
terms and conditions of the said re-appointment and /
or agreement in such manner as may be agreed to Sr. Name of the Entity No. of % of
between the Board of Directors and Mr. Rajnikant S. No. Equity total
shares Equity
Ajmera.
held share
RESOLVED FURTHER THAT the remuneration Capital
payable to Mr. Rajnikant S. Ajmera , shall not exceed 1 Fahrenheit fun 24,99,999 7.05
the overall ceiling of the total managerial and games Pvt Ltd

32nd Annual Report 2018-19 25


Corporate Overview Notice
2 - 20 22 - 38

RESOLVED FURTHER THAT pursuant to v. is not a ‘wilful defaulter’ as per the Reserve Bank
Regulation 31A (3) sub clause (b) of the Securities of India Guidelines;
and Exchange Board of India (Listing Obligations and vi. is not a fugitive economic offender.
Disclosure Requirements) (Sixth Amendment) RESOLVED FURTHER THAT for the purpose of
Regulations, 2018, it is hereby confirmed that, the giving effect to the above resolution for Re-
aforesaid entity seeking reclassification: classification of Promoter/ Promoter Group to Public
i. do not hold more than ten percent of the total Shareholding, the Board or the officers authorized by
voting rights in the Company; the Board in this regard be and are hereby authorized
ii. do not exercise control over the affairs of the to do all such acts, deeds, matters and things as may
Company directly or indirectly; be necessary or expedient and to settle any
iii. do not have any special rights with respect to the questions, difficulties or doubts that may arise in this
Company through formal or informal regard and to submit all the requisite applications,
arrangements including through any shareholder representations, filings etc. with the Stock Exchanges
agreements; and other regulatory authorities as may be required in
iv. have not been represented on the Board of this regard without requiring the Board to secure any
Directors (including not having a nominee further consent or approval of the members of the
director) of the Company; Company”

Place : Mumbai, By Order of the Board of Directors


Date : 17th May 2019 For Ajmera Realty & Infra India Limited
Registered Office:
“Citi Mall”, 2nd Floor, New Link Road, Rajnikant S. Ajmera
Andheri (W), Mumbai – 400 053 Chairman & Managing Director
CIN No. L27104MH1985PLC035659
DIN: 00010833
Email: investors@ajmera.com
website: www.aril.co.in
Tel.: 022-6698 4000
Fax: 022-2632 5902

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Notes: 6. Members holding shares in physical form are


requested to inform the Company’s Registrars
Voting and Proxy:
and Transfer Agents (RTA), M/s. Sharex
1. A MEMBER ENTITLED TO ATTEND AND Dynamic India Private Limited immediately of any
VOTE AT THE ANNUAL GENERAL MEETING change in their address and bank details.
IS ENTITLED TO APPOINT PROXY/PROXIES Members holding shares in dematerialized form
TO A TTEND A ND VOTE INSTEA D OF are requested to intimate all changes with respect
HIMSELF / HERSELF AND SUCH to their address, bank details etc. to their
PROXY/PROXIES NEED NOT BE A MEMBER respective Depository Participants. These
OF THE COMPANY. changes will then be automatically reflected in the
A person can act as proxy on behalf of members Company’s records. This will help the Company
not exceeding fifty (50) and holding in the to provide efficient and better service to the
aggregate not more than ten percent (10%) of the Members.
total share capital of the Company. Further, a 7. Members holding shares in dematerialized form
Member holding more than ten percent (10%) of are requested to register their latest Bank
the total share capital of the Company carrying Account details (Core Banking Solutions enabled
voting rights may appoint a single person as account number, 9 digit MICR and 11 digit IFSC
proxy and such person shall not act as proxy for code) and Permanent Account Number (PAN)
any other person or Member. with their Depository Participants with whom they
The instrument of Proxy in order to be effective are maintaining their demat accounts. Members
should be deposited at the Registered Office of holding shares in physical form are requested to
the Company, duly completed and signed, not submit their PAN details to the Company’s RTA
less than 48 hours before the commencement of as the same is mandated by the Securities and
the Meeting. A Proxy form is sent herewith. Exchange Board of India.
Proxies submitted on behalf of the Companies, 8. Queries on accounts may please be sent to the
societies etc., must be supported by an Company, 10 (Ten) days in advance of the
appropriate resolution/authority, as applicable Annual General Meeting so that the answers may
2. Corporate members intending to send their be made available at the meeting.
authorized representatives to attend the meeting 9. The Company has transferred unclaimed
are requested to send to the Company a duly amounts of Final Dividend for FY 2010-11 to the
certified copy of the Board Resolution authorizing Investor Education and Protection Fund as
their representatives to attend and to vote on required under Section 124 and 125 of the
their behalf at the meeting. Companies Act, 2013.
3. The Explanatory Statement pursuant to Section 10. T h e C o m p a n y i s c o n c e r n e d a b o u t t h e
102 of the Companies Act, 2013 in respect of Item environment. We request you to update your
No. 5 to 10 above is annexed hereto and forms email address with your Depository Participants
part of the Notice. to enable us to send you communications via
4. The Register of Members and Share Transfer email. Members who have not registered their e-
Books of the Company will remain closed from mail addresses, so far, are requested to register
September 26, 2019 to , September 30, 2019 their e-mail addresses, in respect of electronic
(both days inclusive)for the purpose of AGM. holdings with the Depository through their
concerned Depository Participants. Members
5. All documents referred to in the accompanying who hold shares in physical form are requested to
notice and the explanatory statements are open provide their e-mail addresses to the M/s Sharex
for inspection by the members at the registered Dynamic India Private Limited (RTA) sending an
office of the Company on all working days during e-mail at support@sharexindia.com or to the
up to the date of the AGM. Company at investors@ajmera.com

32nd Annual Report 2018-19 27


Corporate Overview Notice
2 - 20 22 - 38

11. Copies of the Annual Report 2018-19 are being appointment at the AGM, is furnished as an
sent by electronic mode only to all the members Annexure-I to this Notice.
whose email addresses are registered with the 18. Pursuant to the provisions of Section 72 of the
Company/Depository Participants(s) for Companies Act 2013, the member(s) holding
communication purposes unless any member shares in physical form may nominate, in the
has requested for a hard copy of the same. For prescribed manner, a person to whom all the
members who have not registered their email rights in the shares shall vest in the event of death
addresses, physical copies of the Annual Report of the sole holder or all the joint holders.
for 2018-19 are being sent by the permitted Member(s) may write to the Company/ Registrar
mode. Members may also note that the Notice of for this facility. Member(s) holding shares in
the 32nd AGM and the Annual Report 2018-19 demat form may contact their respective
will be available on the Company’s website viz. Depository Participant for availing this facility.
www.aril.co.in 19. The Company has fixed Wednesday, September
12. In case of Joint holders attending the meeting, 25, 2019 as the ‘Record Date’ for determining
only such joint holder who is higher in the order of entitlement of Members to final dividend for the
names will be entitled to vote. financial year ended March 31, 2019.
13. Members are requested to bring their copy of the 20. If the final dividend, as recommended by the
Annual Report and the duly completed Board of Directors, is approved at the AGM,
attendance slip to the AGM. payment of such dividend will be paid on or after
14. Members who hold shares in electronic form are Saturday, October 5, 2019 as under:
requested to write their DP ID and Client ID i. to all Beneficial Owners in respect of shares
numbers and those who hold shares in physical held in dematerialized form as per the data as
form are requested to write their Folio number in may be made available by the National
the attendance slip for attending the meeting to Securities Depository Limited (NSDL) and
facilitate identification of membership at the the Central Depository Services (India)
meeting Limited (CDSL) as of the close of business
15. The matters set out in the Notice will be transacted hours on Wednesday, September 25, 2019;
interalia through electronic voting system and the ii. to all Members in respect of shares held in
Company is providing facility inter-alia for e- physical form after giving effect to valid
voting by electronic means. Instructions and transmission or transposition requests
other information relating to e-voting are given in lodged with the Company as of the close of
this Notice. business hours on Wednesday, September
16. The Securities and Exchange Board of India 25, 2019.
(SEBI) has mandated the submission of the 21. Members who have not encashed their dividend
Permanent Account Number (PAN) by every warrants towards the Final Dividend for the year
participant in the securities market. Members 2011-12 or thereafter are requested to write to the
holding shares in electronic form are, therefore, Company's Registrars or Transfer Agents. In
requested to submit their PAN to their Depository order to help Members to ascertain the status of
Participant(s). Members holding shares in unclaimed dividends, the Company has
physical form are required to submit their PAN uploaded the information in respect of unclaimed
details to M/s Sharex Dynamic India Pvt. Ltd., dividends for the financial year ended 31st
Registrar and Share Transfer Agents, C-101, March, 2012 and subsequent years on the
247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – website of Investor Education and Protection
400 083, Maharashtra. Fund, www.iepf.gov.in and under “Investor
17. Additional Information, pursuant to Regulation 36 Relations” Section on the website of the
of the SEBI (Listing Obligations and Disclosure Company at www.aril.co.in
Requirements) Regulations, 2015, in respect of 22. The route map showing directions to reach the
the Director seeking appointment/re- venue of the Thirty Second AGM is annexed.

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23. The members who have cast their vote Details on Step 1 are mentioned below:
electronically would be entitled to attend the How to Log-in to NSDL e-voting website?
Meeting but would not be permitted to cast their
1. Visit the e-voting website of NSDL. Open web
vote again at the Meeting. The facility to vote by browser by typing the following URL:
electronic voting system will not be provided at https://www.evoting.nsdl.com/ either on a
the Meeting Personal Computer or on a mobile
24. Voting through electronic means 2. Once the home page of e-voting system is
In compliance with the provisions of Section 108 launched, click on the icon “Login” which is
vailable under ‘Shareholders’ section.
of the Act, read with Rule 20 of the Companies
(Management and Administration) Rules, 2014, 3. A new screen will open. You will have to enter
as amended from time to time, and Regulation 44 your User ID, your Password and a Verification
Code as shown on the screen. Alternatively, if
of the SEBI Listing Regulations, the Members are
you are registered for NSDL eservices i.e.
provided with the facility to cast their vote
IDEAS, you can log-in at https://eservices.
electronically, through the e-voting services nsdl.com/ with your existing IDEAS login. Once
provided by NSDL, on all the resolutions set forth you log-in to NSDL eservices after using your log-
in this Notice. in credentials, click on e-voting and you can
The instructions for e-voting are given herein below :- proceed to Step 2 i.e. cast your vote
electronically.
a. The Board of Directors has appointed Haresh
4. Your User ID details are given below:
Sanghvi (Membership No. FCS 2259),
Practising Company Secretary) as the
Manner of holding Your User ID is:
Scrutinizer to scrutinize the voting at the AGM shares i.e. Demat
and remote e-voting process in a fair and (NSDL or CDSL)
transparent manner. or Physical
b. The facility for voting, either through electronic a) F o r M e m b e r s 8 Character DP ID followed
voting system or poll paper, shall also be made who hold shares by 8 Digit Client ID
available at the AGM and the Members in demat account For example if your DP ID is
attending the AGM, who have not already cast with NSDL. IN300*** and Client ID is
their vote by remote e-voting, may exercise 12****** then your user ID is
their right to vote at the AGM. IN300***12******.
c. The Members who have cast their vote by b) F o r M e m b e r s 16 Digit Beneficiary ID
remote e-voting prior to the AGM may also who holdshares
For example if your
attend the AGM but shall not be entitled to cast in demat account
Beneficiary ID is
with CDSL.
their vote again. 12************** then your
user ID is 12**************
d. A Member can vote either by remote e-voting
or at the AGM. In case a Member votes by both
c) F o r M e m b e r s EVEN Number followed by
the modes then the votes cast through remote holding shares in Folio Number registered with
e-voting shall prevail and the votes cast at the Physical Form. the company
AGM shall be considered invalid.
For example if folio number is
e. The details of the process and manner for 001*** and EVEN is 101456
remote e-voting are explained herein below: then user ID is 101456001***
Step 1: L o g - i n t o N S D L e - v o t i n g s y s t e m a t
https://www.evoting.nsdl.com/ 5. Your password details are given below:
Step 2: Cast your vote electronically on NSDL e- a) If you are already registered for e-voting, then
voting system. you can use your existing password to login
and cast your vote.

32nd Annual Report 2018-19 29


Corporate Overview Notice
2 - 20 22 - 38

b) If you are using NSDL e-voting system for the 8. Now, you will have to click on “Login” button.
first time, you will need to retrieve the ‘initial 9. After you click on the “Login” button, Home page
password’ which was communicated to you by
of e-voting will open.
NSDL. Once you retrieve your ‘initial
password’, you need to enter the ‘initial Details on Step 2 are mentioned below:
password’ and the system will force you to How to cast your vote electronically on NSDL e-voting
change your password. system?
c) How to retrieve your ‘initial password’? 1. After successful login at Step 1, you will be able to
i) If your email ID is registered in your demat see the Home page of e-voting. Click on e-voting.
account or with the Company, your ‘initial Then, click on Active Voting Cycles.
password’ is communicated to you on your 2. After click on Active Voting Cycles, you will be
email ID. Trace the email sent to you from able to see all the companies “EVEN” in which you
NSDL in your mailbox. Open the email and
are holding shares and whose voting cycle is in
open the attachment i.e. a .pdf file. Open the
active status.
.pdf file. The password to open the .pdf file is
your 8 digit client ID for NSDL account, last 8 3. Select “EVEN” for relevant <Ajmera Realty &
digits of client ID for CDSL account or folio Infra India Limited> on which you choose to
number for shares held in physical form. The vote.
.pdf file contains your ‘User ID’ and your ‘initial 4. Now you are ready for e-Voting as the Voting
password’.
page opens.
ii) If your email ID is not registered, your ‘initial
5. Cast your vote by selecting appropriate options
password’ would have been communicated to
i.e. assent or dissent, verify/modify the number of
you on your postal address.
shares for which you wish to cast your vote and
6. If you are unable to retrieve or have not received click on “Submit” and also “Confirm” when
the “initial password” or have forgotten your prompted.
password:
6. Upon confirmation, the message “Vote cast
a) C l i c k o n “ F o r g o t U s e r D e t a i l s / successfully” will be displayed.
Password?” (If you are holding shares in
your demat account with NSDL or CDSL) 7. You can also take the printout of the votes cast by
option available on https://www.evoting. you by clicking on the print option on the
nsdl.com confirmation page.

b) “Physical User Reset Password?” (If 8. Once you confirm your vote on the resolution, you
you are holding shares in physical mode) will not be allowed to modify your vote.
option available on https://www. evoting. General Guidelines for shareholders
nsdl.com
1. Institutional shareholders (i.e. other than
If you are still unable to get the password individuals, HUF, NRI, etc.) are required to send
by aforesaid two options, you can send a a scanned copy (PDF/JPG Format) of the
request at evoting@nsdl.co.in mentioning relevant Board Resolution/Authority letter etc.,
your demat account number/folio number, with attested specimen signature of the duly
your PAN, your name and your registered authorized signatory(ies) who are authorized to
address. vote, to the Scrutinizer by email to investors
7. After entering your password, click on @ajmera.com with a copy marked to
Agree to “Terms and Conditions” by evoting@nsdl.co.in
selecting on the check box.

30 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

2. It is strongly recommended not to share your maintained by the depositories as on the cut-off
password with any other person and take date only shall be entitled to avail the facility of
utmost care to keep your password confidential. voting, either through remote e-voting or voting at
Login to the e-voting website will be disabled the AGM through electronic voting system or poll
upon five unsuccessful attempts to key in the paper.
correct password. In such an event, you will
iii. Any person, who acquires shares of the Company
need to go through the “Forgot User
Details/Password?” or “Physical User Reset and becomes a Member of the Company after
Password?” option available on dispatch of the Notice and holding shares as of
https://www.evoting.nsdl.com to reset the the cut-off date, may obtain the login ID and
password. password by sending a request at
evoting@nsdl.co.in. However, if he/she is
3. In case of any queries, you may refer to the FAQs
already registered with NSDL for remote e-voting
for Shareholders and e-voting user manual for
then he/she can use his/ her existing User ID and
Shareholders available at the download section
of https://www.evoting.nsdl.com or call on toll password for casting the vote.
free no.: 1800-222-990 or send a request at iv. The Scrutinizer shall, immediately after the
evoting@nsdl.co.in conclusion of voting at the AGM, first count the
Other Instructions votes cast at the Meeting, thereafter unblock the
votes cast through remote e-voting in the
i. The e-voting period commences on Friday, presence of at least two witnesses not in the
September 27, 2019 (9:00 a.m. IST) and ends on
employment of the Company and make, not later
Sunday, September 29, 2019 (5:00 p.m. IST).
than 48 hours of conclusion of the AGM, a
During this period, Members holding shares either
consolidated Scrutinizer’s Report of the total
in physical form or in dematerialized form, as on
Monday, September 23, 2019 i.e. cut-off date, votes cast in favour or against, if any, to the
may cast their vote electronically. The e-voting Chairman or a person authorised by him/her in
module shall be disabled by NSDL for voting writing, who shall countersign the same.
thereafter. Once the vote on a resolution is cast by v. The result declared along with the Scrutinizer’s
the Member, he/she shall not be allowed to Report shall be placed on the Company’s website
change it subsequently or cast the vote again. www.aril.co.in and on the website of NSDL
ii. The voting rights of Members shall be in proportion https://www.evoting.nsdl.com immediately.
to their shares in the paid-up equity share capital The Company shall simultaneously forward the
of the Company as on the cut-off date. A person, results to National Stock Exchange of India
whose name is recorded in the register of Limited and BSE Limited, where the shares of the
members or in the register of beneficial owners Company are listed.

32nd Annual Report 2018-19 31


Corporate Overview Notice
2 - 20 22 - 38

EXPLANATORY STATEMENT
PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
As required by Section 102 of the Companies Act, Securities and Exchange Board of India (SEBI)
2013, the following explanatory statement sets out all amended the SEBI (Listing Obligations and
the material facts relating to the business mentioned. Disclosure Requirements) Regulations, 2015
(“Listing Regulations”), vide SEBI (Listing Obligations
Item No. 5:
and Disclosure Requirements) (Amendment)
In pursuance of Section 148 of the Companies Act, Regulations, 2018 published in the Official Gazette
2013 read with the Companies (Audit and Auditors) vide Notification No. SEBI/LAD-NRO/GN/2018/10
Rules, 2014, the Board, on the recommendation of the dated 9th May, 2018. Save as otherwise specifically
Audit Committee, has approved the re-appointment provided for in these regulations, they shall come into
and remuneration of M/s. D R Mathuria & Co., Cost force from 1st April, 2019. In terms of Regulation
Accountants (Firm Registration Number 101535), as 17(1)(a) of SEBI (Listing Obligations and Disclosure
the Cost Auditors of the Company to conduct the audit Requirements) (Amendment) Regulations, 2018, no
of the Cost accounting records maintained by the listed Entity shall appoint a person or continue the
Company for the product(s)/services covered under Directorship of a person as Non-Executive Director,
MCA Cost Audit Order(s) for the financial year 2019- with effect from April 01, 2019 who has attained the
2020 at a fee not exceeding of Rs. 82,500/- (Rupees age of 75 years unless a Special Resolution is passed
Eighty Two Thousand Five Hundred only) plus GST to that effect.
and out-of-pocket expenses as may be incurred by Further, pursuant to Section 149(10) of the Act, an
M/s. D R Mathuria & Co., Cost Accountants (Firm Independent Director shall hold office for a term of
Registration Number 101535, as remuneration for the upto five (5) consecutive years on the board of
Financial year 2019-20. In accordance with the directors of a company, but shall be eligible for re-
provisions of Section 148 of the Companies Act, 2013 appointment for another term of upto five (5)
read with the Companies (Audit and Auditors) Rules, consecutive years with approval of shareholders
2014, the remuneration payable to the Cost Auditors obtained by way of passing a special resolution by the
needs to be ratified by the Shareholders of the Company.
Company.
In terms of Regulation 25(8) of Listing Regulations, he
Accordingly, the consent of the members is sought for has confirmed that he is not aware of any
passing an Ordinary Resolution as set out at Item No. circumstance or situation which exists or may be
5 of the Notice for ratification of the remuneration reasonably anticipated that could impair or impact his
payable to the Cost Auditors for the financial year ability to discharge his duties.
ended 31st March, 2020.
Mr. Ambalal C Patel have already attained the age of
None of the Directors or any Key Managerial seventy five years. Thus as per said amendment in
Personnel or any relative of any of the Directors of the the Listing Regulations and pursuant to the provisions
Company or of the Key Managerial Personnel is, in of the Act, re-appointment of Mr. Ambalal C Patel
anyway, concerned or interested in the above (DIN:00037870) as an Independent Director
resolution. (Category : Non-Executive) of the Company for the
The Board recommends the resolution as set out at second term of 5 (five) consecutive years
Item No. 5 of the accompanying Notice of the AGM for commencing from 12th May, 2019 to 11th May, 2024
will require approval of the members of the Company
the approval of the members of the Company.
by way of special resolution.
Item No. 6 :
Subject to the shareholder’s approval, Nomination
At the 27th Annual General Meeting of the Company and Remuneration Committee and Board of Directors
held on 27th September, 2014, the members of the at their respective meeting have approved their re-
Company had approved appointment of Mr. Ambalal appointment as an Independent Director (Category:
C Patel as an Independent Director of the Company Non-Executive) for a second term of Five (5)
for a term of five (5) consecutive years commencing consecutive years with effect from May 12, 2019 to
from 12th May, 2014 to 11th May, 2019 Thus his May 11, 2024 and that he shall not be liable to retire
tenure expired on May 11, 2019. by rotation.

32 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

The Board, based on the performance evaluation shall be eligible for re-appointment on passing a
report of Independent Directors and as per the special resolution by the Company for another term of
recommendation of the Nomination and upto five consecutive years on the Board of a
Remuneration Committee, considers that, given his Company.
background, experience and contributions made by Based on recommendation of Nomination and
him during his tenure, the continued association of Mr.
Remuneration Committee and in terms of the
Ambalal C Patel would be beneficial to the Company
provisions of Sections 149, 150, 152 read with
and it is desirable to continue to avail his services as
Schedule IV and any other applicable provisions of
Independent Director.
the Act and Regulation 17(1)(a) of the Securities and
The Board has received declaration from Mr.Ambalal Exchange Board of India (Listing Obligations and
C.Patel and is also of opinion that he fulfills the Disclosure Requirements) Regulations, 2015, Mrs.
conditions specified under section 149 (6) of the the Aarti M Ramani, being eligible for re-appointment as
Companies Act, 2013 read with rules made an Independent Director and offering herself for re-
thereunder and Regulation 16 (1) (b) of Listing appointment, is proposed to be re-appointed as an
Regulations for re-appointment as an Independent Independent Director for second term of five (5)
Director (Category: Non-Executive) and he is consecutive years from 12th August, 2019 upto 11th
independent of the managemen.He has also given his August , 2024.
consent to continue to act as a Director of the
Company,if so appointed by the members. In terms of Regulation 25(8) of SEBI Listing
Regulations, she has confirmed that she is not aware
The required details in terms of Regulation 36(3) of
of any circumstance or situation which exists or may
the Listing Regulations and Secretarial Standards on
be reasonably anticipated that could impair or impact
General Meeting is provided in the Annexure-I to the
her ability to discharge her duties.
Notice. Your Directors recommend the resolution at
Item No. 6 of the accompanying Notice for approval of The Board has received declaration from Mrs.Aarti
the Members of the Company. M.Ramani and is also of opinion that she fulfils the
The terms and conditions of re-appointment of the conditions specified under Section 149 (6) of the Act,
Independent Director shall be open for inspection by the Companies (Appointment and Qualification of
the members at the registered office during normal Directors) Rules, 2014 and Regulation 16(1)(b) of the
working business hours on any working days of the SEBI (Listing Obligations and Disclosure
Company till the conclusion of the AGM with prior Requirements) Regulations, 2015 for her
notice. reappointment as an Independent Non-Executive
Except Mr. Ambalal C Patel, being an appointee and Director of the Company and is independent of the
his relatives, none of the Directors and Key management. Copy of the draft letter for appointment
Managerial Personnel of the Company and his of Mrs. Aarti M Ramani as an Independent Non-
relatives are concerned or interested, financially or Executive Director setting out terms and conditions
otherwise, in the resolution set out at Item No. 6 of the would be available for inspection without any fee by
accompanying Notice of the AGM. Mr. Ambalal C the members at the Registered Office of the Company
Patel is not related to any Director of the Company. during normal business hours on any working day,
Item No. 7: except Saturday, upto and including the date of AGM
of the Company with prior notice. She has also given
Mrs. Aarti M Ramani (DIN: 06941013) was appointed her consent to continue to act as Director of the
as an Independent Non-Executive Director of the Company, if so appointed by the members.
Company by the members at the 27th AGM of the
Company held on 27th September, 2014 for a period The required details in terms of Regulation 36(3) of
of five (5) consecutive years commencing from 12th the Listing Regulations and Secretarial Standards on
August, 2014 upto 11th August, 2019. General Meeting is provided in the Annexure-I to the
As per Section 149(10) of the Act, an Independent Notice. Your Directors recommend the resolution at
Director shall hold office for a term of upto five (5) Item No. 7 of the accompanying Notice for approval of
consecutive years on the Board of a Company, but the Members of the Company.

32nd Annual Report 2018-19 33


Corporate Overview Notice
2 - 20 22 - 38

The Board considers that her continued association reasonably anticipated that could impair or impact his
would be of immense benefit to the Company and it is ability to discharge his duties.
desirable to continue to avail services of Mrs. Aarti M
In the opinion of the Board, the said Director fulfill the
Ramani as an Independent Director.
conditions specified under section 149(6) of the
Accordingly, the Board recommends passing of the Companies Act, 2013 read with rules made
Special Resolution in relation to re-appointment of thereunder and regulation 16(1)(b)of Listing
Mrs. Aarti M Ramani as an Independent Director for Regulations for appointment as Independent Director
another term of five (5) consecutive years with effect and he is independent of the management of the
from 12th August, 2019 upto 11th August, 2024 for Company.
the approval by the shareholders of the Company.
The terms and conditions of his appointment shall be
Except Mrs. Aarti M Ramani, being an appointee and open for inspection by the Members at the Registered
her relatives, none of the Directors and Key Office of the Company during the normal business
Managerial Personnel of the Company and her hours on any working day (except Saturday) and will
relatives are concerned or interested, financially or also be kept open at the venue of the AGM till the
otherwise, in the resolution set out at Item No. 7 of the conclusion of the AGM.
accompanying Notice of the AGM. Mrs. Aarti M
The required details in terms of Regulation 36(3) of
Ramani is not related to any Director of the Company.
the Listing Regulations and Secretarial Standards on
Item No. 8 : General Meeting is provided in the Annexure-I to the
Based on recommendation of Nomination and Notice.
Remuneration Committee, the Board of Directors
In compliance with the provisions of Section 149, read
appointed Mr. K G Krishnamurthy (DIN: 00012579) as
with Schedule IV of the Act and Regulation 17(1)(a) of
Additional Directors of the Company and also as
Listing Regulations and other applicable Regulations,
Independent Directors, not liable to retire by rotation,
the appointment of Mr. K G Krishnamurthy as
for a term of 5 years i.e. from November 5, 2018 to
Independent Director is now being placed before the
November 4, 2023, subject to approval of the
Members for their approval.
Members.
The Board recommends the Resolutions at Item No. 8
Pursuant to the provisions of Section 161(1) of the Act
of this Notice for approval of the Members.
and Article 121 of the Articles of Association of the
Company, this Director shall hold office up to the date Mr. K G Krishnamurthy and his respective relatives,
of this Annual General Meeting (“AGM”) and is eligible are concerned or interested, in the Resolutions
to be appointed as Director. The Company has, in relating to his own appointment. None of the other
terms of Section 160(1) of the Act, received in writing Directors and Key Managerial Personnel of the
a notice from Member, proposing his candidature for Company and their respective relatives is, in any way,
the office of Directors. concerned or interested, in the Resolutions set out at
Item No. 8 of the Notice. Mr. K G Krishnamurthy is not
The Company has received declarations from Mr K G
related to any Director of the Company.
Krishnanmurthy to the effect that he meets the criteria
of independence as provided in Section 149(6) of the Item No.9
Act read with the Rules framed thereunder and Mr. Rajnikant S Ajmera, (DIN:00010833) was
Regulation 16(1)(b) of the Securities and Exchange appointed as Chairman & Managing Director of the
Board of India (Listing Obligations and Disclosure Company for a term of Five (5) years which expired on
Requirements) Regulations, 2015 (“Listing July 31, 2019. Mr. Rajnikant S Ajmera is on the Board
Regulations”). of the Company since October 6, 1986 and looks after
overall affairs of the Company. The terms of
In terms of Regulation 25(8) of SEBI Listing
appointment & ceiling of remuneration are as per the
Regulations, he is confirmed that he is not aware of
recommendation of the Nomination and
any circumstance or situation which exists or may be
Remuneration Committee and approval of the Board

34 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

of Directors in their respective meetings held on perquisites to the extent these either singly or put
March 22, 2019 and May 17, 2019. Consent of the together are not taxable, under the Income-tax
Members was sought for the re-appointment of Mr. Act, 1961. Gratuity payable as per the rules of the
Rajnikant S Ajmera as a Chairman and Managing tenure shall not be included in the computation of
Director of the Company for further period of 5 years limits for the remuneration as aforesaid.
w.e.f. 1st August 2019 to 31st July, 2024, on the
Provision for use of the Company’s Car for official
terms and conditions as set out below:
duties and telephone at residence (including
1. Period of Appointment: Five Years with effect payments for local calls and long distance calls)
from 01/08/2019. shall be not be included in the computation of
perquisites for the purpose of calculating the said
2 Basic Salary per Month: In the scale of Rs.
ceiling.
11,00,000/- to Rs. 18,00,000/-
4. Reimbursement of Expenses:
3 Perquisites: In addition to the aforesaid salary
Expenses incurred for travelling, boarding and
the said appointee shall be entitled to the
lodging including for their respective spouses and
following perquisites:
attendant(s) during business trips, any medical
Perquisites will be allowed in addition to salary
assistance provided including for their respective
and commission and will include accommodation
family members; and provision of cars for use on
(furnished or otherwise) or house rent allowance
the Company’s business and telephone
together with reimbursement of expenses or
expenses at residence shall be reimbursed at
allowance for utilities such as gas, electricity,
actual and not considered as perquisites.
water, furnishings and repairs and all other
expenses for the upkeep and maintenance 5. Minimum Remuneration:
thereof; medical reimbursement on actual basis Notwithstanding anything contained herein,
for self and family members (which shall include where in any financial year, the Company has no
spouse, dependent children), reimbursement of profits or its profits are inadequate, the Company
leave travel concession for self and family as will pay remuneration to CMD by way of salary,
aforesaid, club fees (other than initial Registration perquisites and allowances as specified above
/ admission Fees and subject to a maximum of within the limits prescribed under Schedule V and
two Clubs), medical / personal accident insurance Sec 197 of the Companies Act,2013 and
cover as per the Company’s service Rules, and Companies (Appointment and Remuneration of
such other perquisites and allowances in Managerial Personnel) Rules, 2014 (including
accordance with the rules of the Company or as any statutory modification(s) or reenactment
may be agreed to by the Board of Directors and thereof for the time being in force.
CMD such perquisites and allowances will,
6. General:
however, be subject to a maximum of 40.00% of
The aforesaid appointment of the CMD may be
the annual salary.
terminated by either party by giving three months’
For the purpose of calculating the above ceiling, prior notice of termination in writing to the other
perquisites and allowances shall be evaluated as party. If at any time Shri Rajnikant Ajmera
per the Income-tax Rules, wherever applicable. In ceases to be a Director of the Company, he shall
the absence of any such Rules, perquisites and cease to be the Chairman and Managing Director.
allowances shall be evaluated at actual cost.
The terms and conditions of the said
Benefits under the Provident Fund Scheme, the appointments may be altered and varied from time
Company’s Pension/Super Annuation Fund to time by the Board, as it may, in its discretion
Scheme in accordance with the Company’s rules deem fit, so as not to exceed the limits specified in
and regulations in force from time to time shall not Schedule V to the Act or any amendments made
be included in the computation of the ceiling on hereinafter in that regard.

32nd Annual Report 2018-19 35


Corporate Overview Notice
2 - 20 22 - 38

Mr. Rajnikant S Ajmera satisfies all the conditions proposed reclassification does not intend to
set out in Part-I of Schedule V to the Companies increase the public shareholding to achieve
Act, 2013 (including any amendments thereto) as compliance with the minimum public shareholding
also the conditions set out under sub-section (3) requirement. Further, in accordance with
of Section 196 of the Companies Act, 2013 for Regulation 31A of the Listing Regulations, the
being eligible for re-appointment said reclassification requires the approval of the
Disclosure under Regulation 36(3) of the Listing Stock Exchanges.
Regulations and Secretarial Standard-2 issued None of the Directors, Key Managerial Person, or
by the Institute of Company Secretaries of India their relatives except the Outgoing Promoter
are set out in the Annexure-I to the Explanatory Entity and their associates are concern
Statement. interested to the extent of their shareholding in the
Accordingly, consent of the Members is sought for Company.
passing Special Resolution as set out in this item The Board recommends the passing of the
of the Notice for re-appointment of Mr. Rajnikant resolution as set out under item no. 10 for
S. Ajmera as Chairman & Managing Director of approval of the Members.
the Company w.e.f. 1st August 2019 to 31st July,
The relevant documents in this regard are
2024.
available for inspection between 11:00 a.m. to
Item No.10: 1:00 p.m. on all working days i.e., Monday to
Regulation 31A of the SEBI (Listing Obligations Friday, till the date of AGM ie September 30,
and Disclosure Requirements) Regulations, 2015 2019, at the Registered Office of the Company.
(hereinafter referred as “Listing Regulations”) has
provided a regulatory mechanism for
Reclassification of Promoters & Promoter group
as Public Shareholders subject to fulfilment of
conditions as provided therein. In this regard, the
Company received application from Fahrenheit
Fun and Games Pvt Ltd (hereinafter referred to as
the “Outgoing Promoter Entity”) requesting to be
reclassified from the category of “Promoter and
Promoter Group” to “Public Category”.
The promoter shareholder is neither involved in
the management of the company nor exercises
control over affair of the company directly or
indirectly and neither holds more than 10% of total
voting rights in the company. In consideration to
the conditions as stipulated in Regulation 31A of
the Listing Regulations, the Board of Directors of
the Company at their meeting held on June 29,
2019 has approved the applications for
reclassification received by the Company from
the Outgoing Promoter Entity, subject to approval
by the members and relevant regulatory
authorities. Further as per Regulation 38 of the
Listing Regulations, the public shareholding as on
date of the notice fulfils the minimum public
shareholding requirement of at least 25% and the

36 Ajmera Realty & Infra India Limited


ANNEXURE – I TO THE NOTICE
ADDITIONAL INFORMATION PURSUANT TO THE LISTING REGULATIONS AND SECRETARIAL STANDARD – 2
ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA IN RESPECT OF DIRECTOR SEEKING
APPOINTMENT/RE-APPOINTMENT
Name of the Mr. Ambalal C Mrs Aarti M Mr. K G Mr Rajnikant S. Mr Manoj I.
Director Patel Ramani Krishnamurthy Ajmera Ajmera
Director
identification 00037870 06941013 00012579 00010833 00013728
Number (DIN)
Date of Birth/ Age 01/04/1944 12/08/1960 19/04/1956 06/03/1953 31/05/1962
Date of first 07/12/2006 12/08/2014 05/11/2018 06/10/1986 24/04/2012
Appointment
Qualifications Bachelor of Architect Graduate Diploma in Civil Graduate
Engineering (Commerce), BGL, Engineering.
(Metallurgy) ACA, ACS, ACMA
Expertise in Vast experience in Vast experience in An expert in the Industrialist Having more
specific advising regarding environmental field of real estate, having 45 years than 30 years of
Functional area financial matters clearance. project over all over all
and project development and experience in experience in
39 - 76

appraisal. operations. He has various fields Real Estate.


Board’s Report

vast experience of including Real Development


over three decades Estate and related
in real estate and Development. regulatory
management and framework.
has been widely
consulted by the
industry on real
estate matters.
77 - 99

Number of Board Kindly refer Kindly refer Kindly refer Kindly refer Kindly refer
meetings of the Corporate Corporate Corporate Corporate Corporate
Company Governance Report Governance Governance Governance Governance
Corporate Governance Report

attended for this information. Report for this Report for this Report for this Report for this
during the year information. information. information. information.
Directorships in I. S A L Steels Ltd. i. Shree i. Gruh Finance Nil Nil
other Listed Precoated Ltd.
ii Sumeru

32nd Annual Report 2018-19


Companies Steels Limited ii. Vascons
(excluding foreign Industries limited
Engineers Ltd.
100 - 170

Companies and iii Shree Precoated


Section 8 Steels Limited
Financial Statements

37
companies).
Name of the Mr. Ambalal C Mrs Aarti M Mr. K G Mr Rajnikant S. Mr Manoj I.

38
Director Patel Ramani Krishnamurthy Ajmera Ajmera
Membership Audit Committee Audit Committee Audit Committee Audit Committee Nil
/Chairmanship of i S A L Steels Ltd i Shree i. Vascons i. Vascons
Committees of Precoated Engineers Ltd Engineers Ltd
ii Sumeru
other Industries Steels Limited* Stakeholders Stakeholders
Boards as on 17th limited Committee Committee
Stakeholders
May 2019.# iii Shree Precoated Committee i Vascons i Vascons
Steels Limited Engineers Ltd* Engineers Ltd*
i Shree
ii. Gruh Finance Ltd ii. Gruh Finance
Stakeholders Precoated
Nomination and Ltd
Committee Steels Limited*
Remuneration Nomination and
i. S A L Steels Ltd Nomination and Committee Remuneration
Nomination and Remuneration Committee
i Vascons
Remuneration Committee Engineers Ltd* i Vascons
Committee i Shree Precoated Engineers Ltd*

Ajmera Realty & Infra India Limited


i S A L Steels Ltd Steels Limited*
ii Sumeru
Industries limited
iii Shree Precoated
Steels Limited

Owned 1 Nil Nil Nil Nil


Shareholding
directly in the
Company as on
the date of
appointment /
reappointment
as required under
Regulation36(3)(e)
2 - 20

Relationship with None None None None None


Corporate Overview

other Directors

# Only Committee details of listed entities are taken in to consideration.

* Chairman of the Committee.


Notice
22 - 38

For other details such as the number of meetings of the board attended during the year, remuneration drawn and
relationship with other directors and key managerial personnel in respect of above directors, please refer to the
Corporate Governance Report which is a part of this Annual Report.
Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

BOARDS’ REPORT
Dear Members,
Your Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the Company,
together with the Audited Financial Statement for the year ended 31 March, 2019.

FINANCIAL HIGHLIGHTS ( ` in Lakhs)


Key Financial Indicators Standalone Consolidated
2018-2019 2017-2018 2018-2019 2017-2018
Revenue from Operations 34,285.01 28,906.73 38,154.01 36,961.69
Other Income 1,438.77 1,314.48 1,947.19 1,721.19
Total Income 35,723.78 30,221.21 40,101.20 38,682.88
Total Expenditure 27,452.89 20,773.59 30,706.06 28,034.74
Profit before share of profit/(loss) of Associate/ 8,270.89 9,447.62 9,395.14 10,648.14
Joint Venture
Share of profit/(loss) of Associate/ Joint Ventures - - - -
Profit before Tax 8,270.89 9,447.62 9,395.14 10,648.14
Tax Expenses 1,654.18 1,889.52 1,769.73 2,203.26
Profit after Tax 6,616.71 7,558.10 7,625.41 8,444.88
Non-Controlling Interests - - 102.43 216.77
Other Comprehensive Income/ (Loss) (53.80) 49.02 (53.80) 49.02
Total Comprehensive Income 6,562.91 7,607.12 7,469.18 8,277.13
Prior period Adjustment - - (130.92) -
Opening balance in Statement of Reserves and Surplus 46,898.31 40,497.01 52,743.03 46,933.46
Amount available for appropriation 53,461.22 48,104.13 60,081.29 55,210.59
Less: Proposed Dividend 1,171.00 1,171.00 2,271.00 2,171.00
Tax on Dividend 14.59 34.82 240.71 296.56
Closing Balance in the Statement of 52,275.63 46,898.31 57,569.58 52,743.03
Reserves & Surplus

REVIEW OF OPERATIONS 1,50,00,00,000/- (Rupees One Fifty Crores) divided


• CONSOLIDATED : into 15,00,00,000 equity shares of Rs. 10/- each. The
Your Company’s consolidated revenue increased issued and paid up capital of the company consist of
by 3.22%, despite national down fall in the Real Rs. 35,48,48,750/- (Rupees Thirty Five Crores Forty
Estate Sector. The consolidated revenue stands at Eight Lakhs Forty Eight Thousand Seven Hundred
Rs.38,154.01 Lakhs as against Rs.36,961.69 and Fifty) divided into 3,54,84,875 equity shares of
Lakhs in the previous year. The profit before tax Rs. 10/- each.
stood at Rs.9,395.14 Lakhs in the current year. The Company has neither issued shares with
• STANDALONE : differential rights as to the dividend, voting or
otherwise nor issued sweat equity shares. There is no
On Standalone front, the total revenue stood at
scheme for employee stock option or provision of
Rs.34,285.01 Lakhs as against Rs.28,906.73
money for shares of the Company to the employees or
Lakhs, indicating an increase by 18.60%.
Directors of the Company.
Standalone profit before tax stood at Rs.8,270.89
Lakhs for the year under review. The Company did not issue any bonus shares for the
fiscal 2019, nor has company bought back any of its
SHARE CAPITAL securities during the year under review. Also no funds
The authorized share capital of the Company is Rs. have been raised through preferential allotment or

32nd Annual Report 2018-19 39


Corporate Overview Notice
2 - 20 22 - 38

qualified institutional placement during the financial read with the Companies (Meeting of Board and its
year 2018-2019. powers) Rules, 2014 as on 31st March, 2019 are set
out in Notes 5 & 6 of the Standalone Financial
DIVIDEND
Statements of the Company.
Your Directors are pleased to recommend a dividend
of Rs. 3.30/- per share on 3,54,84,875 Equity Shares NATURE OF BUSINESS
of Rs.10/- each of the Company for the Financial Year The Company is primarily engaged in the activities of
2018-19. The dividend will be paid subject to approval real estate development of residential and
of members at the ensuing Annual General Meeting commercial projects. During the year under review,
(AGM). there is no change in the nature of business of the
The Dividend payout on Equity Shares, if declared as Company.
above, will result in outflow of Rs. 1,171.00 Lakhs COMPANY’S STATE OF AFFAIRS
towards Dividend and Rs. 14.59 Lakhs towards The company’s operations and financial performance
Dividend Tax, resulting in total outflow of Rs. 1,185.59 is more elaborately covered in the Management
Lakhs. Discussion and Analysis forming part of this Annual
The Register of Members and Share Transfer Books Report.
of the Company will remain closed from 26th MANAGEMENT DISCUSSION ANALYSIS
September, 2019 to 30th September, 2019 (both days Management Discussion and Analysis as stipulated
inclusive) for the purpose of Annual General Meeting under SEBI (Listing Obligations and Disclosure
to be held on 30th September, 2019 as decided by the Requirements) Regulations, 2015 is presented in a
Board and for the payment of Equity Dividend. separate section forming part of this Annual Report. It
The Dividend, if approved at the AGM, will be paid to: speaks about overall industry structure, global and
domestic economic scenarios, developments in
(a) All members whose names appear on Register of
business operations /performance of the Company’s
Members of the Company as on 25th September,
various projects, internal controls and their adequacy,
2019, and
risk management systems and other material
(b) To those whose names appear as beneficial developments during the financial year 2018-19.
owner, as on 25th September, 2019 as furnished
CORPORATE GOVERNANCE
by National Securities Depositories Ltd. and
Our corporate governance practices are a reflection of
Central Depository Services (India) Ltd for the
our value system encompassing our culture, policies
purpose.
and relationships with our stakeholders. Integrity and
RESERVES transparency are integral to our corporate governance
We propose to transfer Rs. 656.29 to the general practices to ensure that we gain and retain the trust of
reserve on account of declaration of Dividend. An our stakeholders at all times. Corporate Governance
amount of Rs. 52,275.63 is proposed to be retained in is about maximizing shareholders’ value legally,
the surplus at standalone level. ethically and sustainably. At Ajmera, our Board
DEPOSITS exercises its fiduciary responsibilities in the widest
sense of the term. We seek to enhance long-term
In terms of Sections 73 and 74 of the Companies Act,
shareholder value and respect minority rights in all our
2013 read with the Companies (Acceptance of
business decisions.
Deposit) Rules, 2014 during the year financial year
2018-19, your Company has not accepted any Our Corporate Governance report for fiscal 2019
deposits from public and as such, no amount on forms part of this Annual Report.
account of principal or interest on public deposits was SUBSIDIARIES AND ASSOCIATES
outstanding as on the date of the Balance Sheet.
The details of financial statements of all subsidiaries
LOANS AND INVESTMENTS of the Company in the prescribed Form AOC-1
Details of loans, guarantee and investments under the “Annexure-I” forms part of consolidated financial
provisions of section 186 of the Companies Act, 2013 statements in compliance with Section 129(3) of the

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Companies Act, 2013 read with Rule 5 of the RELATED PARTY TRANSACTIONS
Companies (Accounts) Rules, 2014.The said form All contracts /arrangements/transactions entered by
also highlights the financial performance of each of the Company with Related Parties were in ordinary
the subsidiaries and joint venture companies included course of business and at arm’s length basis.
in consolidated financial statements of the Company
During the year under review, the Company has not
pursuant to Rule 8(1) of the Companies (Accounts)
entered into any contracts /arrangements
Rules, 2014.
/transactions were related parties qualify as material
In accordance with Section 136 of the Companies Act, in accordance with the policy of the Company on
2013, the consolidated financial statements along materiality of related party transactions or as per the
with the financial statements, other documents provision of Listing Regulation. Prior Omnibus
required to be attached and audited financial Approval was granted for entering into transaction
statements of each of the subsidiary and associate with Ajmera Cements Private Limited for purchase of
companies are available for inspection by the cement up to Rs.25,00,00,000/- and such transaction
members at the registered office of the Company was not material transaction as per the policy of
during business hours on all days except Saturdays, company and as per Listing Regulation.
Sundays and public holidays up to the date of the
All transactions with related parties were reviewed
Annual General Meeting (‘AGM’) and the same are
and approved by the Audit Committee and are in
also available on the website under (h t t p : //
accordance with the Policy on Related party
www.aril.co.in/fi nancial-results.php). Transactions formulated by the Company. There are
Any members desirous of obtaining the copy of no materially significant related party transactions that
financial statements may write to the Company may have potential conflict with interest of the
Secretary at the registered office of the Company. The Company at large.
Company has formulated policy for determining
The details of related party transactions as per Indian
material subsidiaries. The policy may be accessed on
Accounting Standards (IND AS)-24 are set out in Note
the website of the Company (http://www.aril.co.in/
40 to the standalone Financial Statements of the
download/Policy%20for%20Determining%20Mat
Company.
erial%20Subsidiaries.pdf)
SECRETARIAL STANDARDS
During the fiscal 2018-19, the Company acquired
The Secretarial Standards i.e. SS-1 & SS-2 relating to
84.90% stake in Anirdesh Developers LLP, for further
Meetings of the Board of Directors and General
growth and development of the company. The
Meetings, respectively have been duly followed by the
Company further invested Rs. 5 Crores in equity
Company.
capital of Modulex Modular Building Private Limited in
the year under review. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition:
Material Unlisted Subsidiary
During the year under review, your Company had no • Board:
material unlisted subsidiaries as per provision of the The composition of the Board is in conformity with
SEBI (LODR), Regulation , 2015. Section 149 of the Act and Regulation 17 of the
Listing Regulations. The Board comprises of 6
CONSOLIDATED FINANCIAL STATEMENTS
(Six) Directors out of which 3 (Three) are Executive
As per Regulation 33 of the SEBI (Listing Obligations
Directors and 3 (Three) are Non-Executive
and Disclosure Requirements) Regulations, 2015 and
Independent Directors.
applicable provisions of the Companies Act, 2013
read with the Rules issued there under, the During the year under review Mr. Jagdish J. Doshi,
Consolidated Financial Statements of the Company the Independent Director of the Company ceased
for the financial year 2018-19 have been prepared in to be Director due to his sad demise on 14th
compliance with applicable accounting standards. August, 2018. Mr. Doshi was associated with the
company since a long time and during his tenure
he has contributed immensely towards the growth

32nd Annual Report 2018-19 41


Corporate Overview Notice
2 - 20 22 - 38

of the company through his valuable insight and under, the SEBI (Listing Obligations and
expertise. The Board is grateful for Mr. Doshi’s Disclosure Requirements) Regulations, 2015 and
contribution and would like to extend prayers for Articles of Association of the Company, the
Mr. Doshi and his family. Independent Directors of the Company are not
Subsequently, Mr. K. G. Krishnamurthy was liable to retire by rotation.
appointed as Additional Non-Executive Number of Board Meetings:
Independent Director in the Board Meeting held on Four (4) meetings of the Board of Directors were held
5th November, 2018, whose confirmation is placed during the financial year. The details of the meetings
in the ensuing AGM for shareholders’ approval. of the Board of Directors of the Company conveyed
Mr. Krishnamurthy has graduated from IIT during the financial year 2018-19 are given in the
Kharagpur with a Management Degree from Corporate Governance Report which forms part of
Jamnalal Bajaj Institute of Management, Mumbai. Annual Report.
Mr. K.G. Krishnamurthy is the CEO of HDFC Declaration of Independent Directors:
Property Ventures Limited. Prior to that, he was The company has received necessary declarations
employed with HDFC as Senior General Manager from Independent Directors pursuant to Section
-Technical Services. He has vast experience of 149(7) of Companies Act, 2013, confirming that they
over two decades in real estate, banking and has fulfil the criteria of independence as specified in
been widely consulted by the industry on real Section 149(6) of the Companies Act, 2013 read with
estate matters. He has played a key role in the the Schedules and Rules issued there under as well
successful closure of international and domestic as Regulation 16 of SEBI (Listing Obligations and
real estate funds having an aggregate corpus of Disclosure Requirements) Regulations, 2015.
INR 71 billion.
FAMILIARIZATION PROGRAM FOR:
• Key Managerial Personnel: INDEPENDENT DIRECTOR
Mr. Manoj I. Ajmera - Managing Director, Mr. O. P. The Company has in place a system to familiarize the
Gandhi - Chief Financial Officer and Ms. Harshini Independent Directors with the organization, its
D. Ajmera - Company Secretary of the Company operations, business, technologies and on-going
are Key Managerial Personnel as per the events. The details of familiarization programme are
provisions of Companies Act, 2013 and rules disclosed on the Company’s website on the web link
made there under. (http://www.aril.co.in/download/famil-iarisation-
None of the Key Managerial Personnel of the programe-for-indep,Dirs.pdf)
Company has resigned during the financial year COMMITTEE OF THE BOARD
under review. The Company has constituted the following Statutory
Retirement by Rotation and Subsequent Re- Committees of the Board of Directors:-
appointment: 1. Audit Committee;
In accordance with provisions of Section 152 of the 2. Stakeholders Relationship Committee;
Companies Act, 2013 read with the Companies 3. Corporate Social Responsibility Committee;
(Appointment and Qualification of Directors) 4. Nomination and Remuneration Committee; and
Rules, 2014 and the Articles of Association of the 5. Committee of Independent Directors.
Company, Mr. Manoj I. Ajmera, Managing Director
The Report of Corporate Governance contains the
is liable to retire by rotation at the ensuing Annual
details of the composition of each of the above
General Meeting. The said Director has offered
Committees, their respective role and responsibilities.
himself for reappointment and resolution for his
reappointment, is incorporated in the Notice of the PECUNIARY RELATIONS
ensuing Annual General Meeting. The Non-executive Directors including Independent
Directors, apart from receiving Directors’
In accordance with the provisions of the
remuneration by way of sitting fees and
Companies Act, 2013 read with Rules issued there

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reimbursement expenses for attending Board and its The salient feature of the Policy is set out in the
Committee meetings do not have any other material Corporate Governance Report which forms part of this
pecuniary relationship or transactions with the Annual Report. The Policy is also available on the
Company. No commission on the net profit of the website of the Company (http://www.aril.co.in/
Company is paid to any Director. download/Remuneration%20Policy.pdf).

REMUNERATION OF DIRECTORS, KEY Performance Evaluation:


MANAGERIAL PERSONNEL AND PARTICULARS The Company has devised a policy for performance
evaluation of the Board, committees and other
OF EMPLOYEES
individual Directors (including independent Directors)
The remuneration paid to Directors is in accordance which include criteria for performance evaluation of
with Nomination and Remuneration Policy formulated the non-executive Directors and executive Directors.
in accordance with Section 178 of the Companies Act, The evaluation process inter-alia considers
2013 and Regulation 19 of SEBI (Listing Obligations attendance of the Directors at the Board and
and Disclosure Requirements) Regulations, Committee meetings, acquaintance with business,
2015.The information required under section 197 of communicated inter-se Board Members, effective
the Companies Act,2013 read with Companies participation, domain knowledge, compliance with
(Appointment and Remuneration of Managerial code of conduct, vision and strategy, benchmarks
Personnel) Rules, 2014 (including any statutory established by the global peers, etc., which is in
compliance with applicable laws, regulations and
modification(s) or re-enactment(s) thereof for the
guidelines.
time being in force ) in respect of Directors /employees
of the Company is set out in the “ Annexure-II” to this The Board carried out annual performance evaluation
report. of the Board, Board Committee and individual
Directors and Chair person. The Chairman of the
Further information as required as per the provisions respective Board Committee shared the report on
of Section 197 of the Companies Act, 2013 read with evaluation with the respective committee members.
Rule 5(2) and Rule 5(3) of the Companies The performance of each committee was evaluated
(Appointment and Remuneration of Managerial by the Board, based on report of evaluation received
Personnel) Rules, 2014, is appended to this report as from respective Board Committees.
“ Annexure-III”
The reports on performance evaluations of the
The Managing Director & CEO of the Company has individual Directors were reviewed by the chairman of
not received any remuneration or commission from the Board.
any of Company’s subsidiary.
DIRECTORS RESPONSIBILITY STATEMENT
NOMINATION AND REMUNERATION POLICY Pursuant to the requirement of clause (c) of sub-
The Company has adopted Nomination and section (3) of Section 134 of the Companies Act, 2013,
Remuneration Policy in accordance with the your Directors confirm that:
provisions of Companies Act, 2013 read with Rules
issued there under and SEBI Listing Regulations. (a) In the preparation of the annual accounts for the
year ended March 31, 2019, the applicable
The said Policy of the Company, inter alia, provides accounting standards read with requirements set
that the Nomination and Remuneration Committee out under Schedule III to the Companies Act,
shall formulate the criteria for appointment of 2013, have been followed along with proper
Executive, Non-Executive Director, and Independent explanations relating to material departures,
Directors on the Board of Directors of the Company wherever applicable.
and persons in Senior Management of the Company, (b) The Directors have selected such accounting
their remuneration including determination of policies and applied them consistently and made
qualifications, positive attributes, independence of judgments and estimates that are reasonable and
Directors and other matters as provided under sub- prudent so as to give a true and fair view of the
section (3) of section 178 of Companies Act,2013 state of affairs of the Company as at March 31,
(including any statutory modification(s) or re- 2019 and of the profit of the Company for the year
enactment (s) thereof for time being in force). ended on that date;

32nd Annual Report 2018-19 43


Corporate Overview Notice
2 - 20 22 - 38
21

(c) the Directors have taken proper and sufficient care 31st March, 2019, on financial statements of the
for the maintenance of adequate accounting Company forms a part of this Annual Report. The
records in accordance with the provisions of the Auditor’s Report for the financial year ended 31st
Companies Act, 2013 for safeguarding the assets March, 2019 does not contain any qualification,
of the Company and for preventing and detecting reservation or adverse remark.
fraud and other irregularities;
• Cost Auditor:
(d) the Directors have prepared the annual accounts
The Board of Directors, on recommendation made
on a ‘going concern’ basis;
by Audit Committee, has appointed M/s. Atul
(e) the Directors have laid down internal financial Mathuria & Co. Cost Accountants (Firm Reg.
controls to be followed by the Company and that No.101535) as Cost Auditor of the Company to
such internal financial controls are adequate and conduct the audit of cost records for the financial
are operating effectively; and year 2019-20.The remuneration proposed to be
paid to the Cost Auditor, subject to ratification by
(f) the Directors have devised proper systems to
the shareholders of the Company, at the ensuing
ensure compliance with the provisions of all
32nd Annual General Meeting would not exceed
applicable laws and that such systems are
Rs. 82,500/-(Rupees Eighty Two Thousand Five
adequate and operating effectively.
Hundred) excluding taxes and out of pocket
AUDIT COMMITTEE expenses, if any.
The Committee of Audit Committee is in alignment The Company has received consent from M/s Atul
with provisions of Section 177 of the Companies Act, Mathuria & Co., Cost Accountants, to act as the
2013 read with Rules issued there under and Cost Auditor for conducting audit of the cost
Regulation 18 of the SEBI (Listing Obligations and records for the financial year 2019-20 along with a
Disclosure Requirements) Regulations, 2015. The certificate confirming their independence an arm’s
members of the Audit Committee are financially length relationships.
literate and have experience in financial
management. • Secretarial Auditor:
The Board of Directors of the Company has
The Audit Committee comprises of Mr. A. C. Patel, appointed Mr. Haresh Sanghvi, Practising
Mrs. Aarti M. Ramani and Mr. Rajnikant S. Ajmera. Company Secretary (Certificate of Practise
Ms. Harshini D. Ajmera acts as a Company Secretary No.3675) as the Secretarial Auditor to conduct an
to the Audit Committee. During the year under review audit of Secretarial records for the fiscal 2018-19.
Mr. Jagdish J. Doshi who was the chairman of the
committee expired and his place was taken by The Company has received consent from Mr.
Mr. A. C. Patel. Haresh Sanghvi to act as the auditor for conducting
audit of Secretarial records for the financial year
All recommendation made by Audit Committee were ending 31st March, 2019.
accepted by the Board of Directors of the Company.
The Secretarial Audit Report along with the
AUDITORS AND AUDITOR’S REPORT Secretarial Compliance Report for the financial
• Statutory Auditor: year ended 31st March, 2019 is set out in
Annexure IV to this Report .The Secretarial Audit
M/s. Manesh Mehta & Associates, Chartered Report and Secretarial Compliance Report does
Accountants (Firm Registration No.115832W) not contain any adverse remarks, qualification, or
were appointed as Statutory Auditors of the reservation.
Company at the 30th AGM till conclusion of 35th
Annual General Meeting. • Internal Auditor:
Pursuant to section 138(1) of Companies Act,
M/s. Manesh Mehta & Associate have confirmed
2013 read with the Company (Accounts) Rules,
their eligibility and qualification required under
2014, Mr. Hitesh Panchal, a qualified Chartered
Section 139,141 and other applicable provisions of
Accountant is appointed as the Internal Auditor of
the Companies Act, 2013 and Rules issued there
the Company under whole-time employment. The
under (including any statutory modification (s) or
Internal Auditor conducts the internal audit of the
re-enactment (s) thereof for the time being in
functions and operations of the Company and
force).
reports to the Audit Committee and Board
The Auditor’s report for the financial year ended quarterly.

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REPORTING OF FRAUDS BY AUDITORS reports, etc. Audit Committee oversees the Vigil
During the year under review, no instances of fraud Mechanism.
were reported by the Statutory Auditor of the The Whistle blower policy has been approved and
Company under section 143 (12) of the Companies adopted by Board of Directors of the Company in
Act, 2013. compliance with the provisions of 177(10) of the
Companies Act,2013 and Regulation 22 of the SEBI
HUMAN RESOURCES AND INDUSTRIAL
(Listing Obligations and Disclose Requirements)
RELATIONS
Regulations, 2015.
Your company firmly believes that employees are the
The same is available on the Company’s website
most valuable assets and key players of business
(http://www.aril.co.in/download/Whistle%
success and sustained growth. The Company
20Blower%20Policy.pdf)
continued to conduct various employee benefit,
recreational and team building programs to enhance POLICY ON PREVENTION OF SEXUAL
employee skills, motivation as also to foster team HARASSMENT AT WORKPLACE
spirit. Company also conducted in-house training Your Company has Zero tolerance towards any action
programs to develop leadership as well as on the part of any one which may fall under the ambit
technical/functional capabilities in order to meet future of ‘Sexual Harassment’ at workplace, and is fully
talent requirements. Industrial relations were cordial committed to uphold and maintain the dignity of every
throughout the year. women working with the Company. The Company has
constituted an Internal Complaint Committee
EXTRACT OF THE ANNUAL RETURN
pursuant to the provisions of Sexual Harassment of
As per provision of sub-section 3(a) of Section 134 Women at Workplace (Prevention, Prohibition and
and sub section (3) of Section 92 of the Companies Redressal) Act, 2013 for prevention, prohibition and
Act, 2013, read with Rule 12 of the Company redressal of complaints/grievances on the sexual
(Management and Administration) Rules, 2014 the harassment of women at work places. Your Directors
extract of the Annual Return as at 31st March, 2018 is further states that during the year under review, there
provided in “Annexure–V” in prescribed format were no cases filed pursuant to the above Act.
MGT-9 and the same is placed on the website
The Company also has in place Policy on Prevention
www.aril.co.in
of Sexual Harassment at Workplace is in line with the
RISK MANAGEMENT POLICY requirements of Sexual Harassment of Women at
The Company’s management systems, Workplace (Prevention, Prohibition and Redressal)
organisational structures, processes, standards, Act, 2013.
code of conduct and behaviours together form the The Company conducts sessions for employees
system that governs how the Group conducts the across the organization to build awareness amongst
business of the Company and manages associated employees about the policy and the provisions of
risks. The approach is based on identification, Prevention of Sexual Harassment of Women at
evaluation, and mitigation of operational, strategic Workplace Act.
and environmental risks, disciplined risk monitoring
CORPORATE SOCIAL RESPONSIBILITY (CSR)
and measurement and continuous risk assessment
and mitigation measures. The Company has eagerly adopted its CSR initiatives
The Audit committee is responsible for reviewing the during the financial year ended 31st March, 2019, the
risk management plan and ensuring its effectiveness. Company incurred CSR expenditure of
The audit committee has additional oversight in the Rs.1,23,60,923.00 (One Crore Twenty Three Lakhs
area of financial risks and controls. Sixty Thousand Nine Hundred Twenty Three).The
CSR initiatives of the Company were under the thrust
VIGIL MECHANISM areas of health, education, and encouraging sports.
A “Vigil Mechanism Policy” for Directors and The Company’s CSR initiatives were as per the CSR
employees of the Company is constituted, to provide a Policy of the Company available our website
mechanism which ensures adequate safeguards to www.aril.co.in and in accordance with Section 135
employees and Directors from any victimization on of the Companies Act, 2013 and Companies
rising of concerns of any violations of legal or (Corporate Social Responsibility Policy) Rules, 2014
regulatory requirements, incorrect or and details of the same is set out in “Annexure-VI” to
misrepresentation of any, financial statements and this report.

32nd Annual Report 2018-19 45


Corporate Overview Notice
2 - 20 22 - 38

DETAILS OF INTERNAL FINANCIAL CONTROLS accordance with Generally Accepted Accounting


RELATED TO FINANCIAL STATEMENTS Principles in India. Changes in policies, if any, are
Internal financial controls represent an integral part of approved by the Audit Committee in consultation with
the risk management process. These controls the Statutory Auditors.
address, among others, financial and non-financial The Company in preparing its financial statements
risks. The internal financial controls were documented makes judgments and estimates based on sound
and augmented in day-to-day business processes. policies and uses external agencies to verify/ validate
Assurance on the effectiveness of internal financial them as and when appropriate. The basis of such
controls was obtained through management reviews, judgments and estimates are also audited by the
self-assessment, continuous monitoring by functional Statutory Auditors and reviewed by the Audit
experts as well as testing by the Statutory/ Internal Committee.
Auditors during the course of their audits. The Company’s internal control system is
The Company uses an established Enterprise Risk commensurate with the nature, size and complexities
Management (ERP) system to record day to day of operations.
transactions for accounting and financial reporting. The accounts of the subsidiary and joint venture
The ERP system is configured to ensure that all companies are audited and certified by their
transactions are integrated seamlessly with respective Statutory Auditors for consolidation.
underlying books of accounts. MAINTENANCE OF COST RECORDS
The Company has adopted accounting policies which As per Rule 8 (5) (ix) of The Companies (Accounts)
are in line with the Indian Accounting Standards Rules, 2014 and Section 148(1) of Companies Act,
notified under Section 133 of the Companies Act, 2013 the company has made and maintained cost
2013 read together with the Companies (Indian accounts and records for the financial year 2018-19
Accounting Standards) Rules, 2015. These are in

AWARDS AND RECOGNITIONS


Your Company has received the following awards and recognitions during the fiscal year 2018-19:-
Sr. Award/ Recognition Name Recipient Date Particulars
No.
1. “Best OOH Campaign of the Ajmera Realty & Infra 16th March, Received for excellence in
Year” India Ltd. 2019 marketing campaign in Marketing
Maverick Awards held in Mumbai.
2. Felicitation for excellence Ajmera Realty & 26th February, Awarded by Hurun Report 2018, a
of 50 years Infra India Ltd. 2019 special felicitation for 50 years in
Indian Real Estate.
3. Gold Rating Ajmera Zeon - One of August, 2018 Received Gold Rating from IGBC
the Project of the Green Homes Rating System for
company company’s initiative for green
building move in India.
4. The Life Time Achievement Mr. Rajnikant S. 16th August, Received on account of outstanding
Award Ajmera (CMD) 2019 contribution in real estate sector.
5. Developer of the year - Ajmera Realty & 16th August, Recognition of contribution of Real
Residential Category Award Infra India Ltd. 2019 Estate Sector for its outstanding
achievement.

TRANSFER OF UNCLAIMED DIVIDEND AND shares in respect of which the dividend has not been
SHARES TO IEPF claimed by the shareholders for seven consecutive
years or more are required to be transferred to
Pursuant Section 124 of the Companies Act, 2013
Investor Education Protection Fund in accordance
read with the Investor Education Protection Fund
with the procedure prescribed in the Rules. Hence,
Authority (Accounting, Audit, Transfer and Refund)
the Company urges all the shareholders to encash
Rules, 2016 (“Rules”), all dividends remaining unpaid
/claim their respective dividend during the prescribed
or unclaimed for a period of seven years and also the
period.

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Accordingly, the unclaimed and unpaid dividend Real Estate (Regulation and Development) Act,
amounts pertaining to the financial year 2011-12 will 2016 (RERA)
be transferred to the IEPF Account during financial
Even as the Central Government had notified RERA in
year 2019-20.
May 2016, certain States are yet to have operational
MATERIAL CHANGES AND COMMITMENTS websites. The regulation created short-term
AFFECTING FINANCIAL POSITION UNDER adjustment challenges but is expected to be beneficial
SECTION 134(3) (l) OF THE COMPANIES ACT, for the sector. RERA is expected to enhance
2013 confidence among customers, increasing sectoral
The following material changes and commitments transparency and delivery discipline. Your Company
affecting the financial position of the Company which has already obtained registration of the eligible
have occurred between the end of the financial year of projects under RERA with various State
the Company to which the financial statements relate Governments.
and the date of this Boards’ Report:- APPRECIATION & ACKNOWLEDGEMENTS
• Joint venture Development for Commercial Project We thank our customers, vendors, investors, bankers,
at LBS Marg Ghatkopar west, Mumbai. and other business partners for their continued
• Acquisition of 80% in Shree Yogi Realcon Private support during the year. We place on record our
Limited. appreciation of the contribution made by employees at
all levels. Our growth was made possible by their hard
DISCLOSURE OF ORDERS PASSED BY
work, solidarity, co-operation and support.
REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed We further thank the various Central and State
by any Regulator or Court or Tribunal which can have Government Departments, Organizations and
impact on the going concern status and the Agencies for the continued help and co-operation
Company’s operations in future. extended by them. We thank the Government of India,
particularly the Ministry of Finance, Ministry of
CONSERVATION OF ENERGY, TECHNOLOGY Corporate Affairs, The Central Board of Direct Tax,
ABSORPTION AND FOREIGN EXCHANGE The Central Board of Indirect Taxes and Customs,
EARNINGS AND OUTGO GST authorities, Reserve Bank of India, Securities
The information on conservation of energy, and Exchange Board of India (SEBI) and various
technology absorption and foreign exchange departments under the State Government and Union
earnings and outgo as stipulated in Section 134(3)(m) territories.
of the Companies Act, 2013 and rules framed there
under is enclosed herewith as “Annexure - VII”.
For and on behalf of the Board of Directors
GREEN INITIATIVE For Ajmera Realty and Infra India Ltd.
Your company has adopted green initiative to
minimize the impact on the environment. The
Company has been circulating the copy of the Annual RAJNIKANT S. AJMERA
Report in electronic format to all those members CHAIRMAN & MANAGING DIRECTOR
whose email addresses are available with the DIN: 00010833
Company. Your Company appeals other Members
also to register themselves for receiving Annual
Report in electronic form. Registered Office:
Citi Mall, 2nd Floor,
New Link Road, Andheri (W),
Mumbai-400053

32nd Annual Report 2018-19 47


48
ANNEXURE-I
FORM AOC-1
"Pursuant to first proviso to sub-section(3) of Section 129 read with Rule 5 of Companies (Accounts)Rules, 2014
Statement containing salient features of the financial statement of subsidiary /associate company "
PART A: SUBSIDIARIES (` in Lakhs)
Exchange
Reserves Details Profit / Profit /
rate as Provision
Name of Reporting Share Total Total of (Loss) (Loss) Proposed %
Sr.No. on 31st and Turnover for
Subsidiary currency Capital Assets Liabilities Invest- before After Dividend of Share
March, Surplus Taxation
ments Taxation Taxation holding
2019

1 JOLLY BROTHERS Rs - 20.00 264.60 2,916.92 2,916.92 146.68 37.30 5.92 1.78 4.14 - 100%

Ajmera Realty & Infra India Limited


PRIVATE LIMITED
2 AJMERA ESTATES Rs - 1.00 897.58 33,005.51 33,005.51 8,281.60 142.18 125.54 - 125.54 1,100.00 100%
KARNATAKA PVT. LTD.
3 AJMERA REALTY Rs - 1.00 685.30 5,199.63 5,199.63 620.56 620.06 619.98 - 619.98 - 100%
VENTURES PVT. LTD.
4 AJMERA REALCON Rs - 1.00 -13.65 705.53 705.53 600.00 - -0.45 - -0.45 - 100%
PVT. LTD.
5 AJMERA MAYFAIR BHD 184.18 111.102 - 112.42 112.42 0.02 - - - - - 60%
GLOBAL WLL
6 AJMERA CLEAN Rs - 5.00 -59.40 12.42 12.42 - - -8.35 - -8.35 - 100%
GREEN ENERGY LTD.
7 LAUDABLE Rs - 39.33 - 3,451.87 3,451.87 - 8.73 8.66 2.60 6.06 - 70%
INFRASTRUCTURE LLP.
8 SANA BUILDPRO LLP Rs - 1.00 - 398.87 398.87 - - - - - - 74.90%
9 SANA BUILDING Rs - 1.00 - 1.30 1.30 - - - - - - 74.90%
PRODUCTS LLP
2 - 20

10 AJMERA CORPORATION GBP 90.28 65.30 -0.05 90.35 90.35 - - -0.01 - -0.01 - 100%
UK LIMITED
11 RADHA RAMAN DEV Rs - 1.00 -0.33 0.98 0.98 - - -0.08 - -0.08 - 100%
Corporate Overview

VENTURES PVT LTD


12 AJMERA INFRA Rs - 4.24 238.81 238.81 - 7.76 3.34 - 3.34 - 70%
DEVELOPMENT LLP
13 ANIRDESH Rs. - 10 310.86 310.86 - - - - - - 84.60%
DEVELOPERS LLP
Notice
22 - 38
PART B: JOINT VENTURE AND ASSOCIATES
Statement pursuant to Section 129(3) of the Companies Act,2013,related to Associate Company (` in Lakhs)
Shares of Associate Networth Profit / Loss for the Year
Reason why
No. Shares Amount of attributable
Latest Description the
Name of of Associate/ Investment to Share-
Audited of how Associate (i) (ii) Not
Associate Joint in holding as
Sr.No. Balance there is / Joint
and Joint Ventures Associates Extend of per latest Considered in Considered in
Sheet significant Venture is Consolidation Consolidation
Venture held by the / Joint Holding % audited
Date influence not
Company on Venture Balance
consolidated
the Year end (Rs.) Sheet (Rs.)

1 V.M.PROCON PRIVATE 31.03.2019 20000 2.00 50% * - 4,528.42 41.51 -


LIMITED
39 - 76

2 ULTRATECH PROPERTY 31.03.2019 360000 37.20 36% * - - - -


DEVELOPES PVT. LTD.
Board’s Report

3 SUMEDHA 31.03.2019 NA 0.50 50% * - 6,120.41 621.11 -


SPACELINKS LLP

*The Company has control in excess of 20% of the total share capital of the Subsidiary Company. As per section 2(6) of the Companies Act, 2013
it comes under the defination of Associate /Joint Venture Company.

For and on behalf of Board of Directors


77 - 99

Rajnikant S.Ajmera
Place: Mumbai Chairman & Managing Director
Date: 17th May, 2019 DIN : 00010833
Corporate Governance Report

32nd Annual Report 2018-19


100 - 170
Financial Statements

49
Corporate Overview Notice
2 - 20 22 - 38

ANNEXURE II
Details of Remuneration as per Section 197 (12) (1) of Companies Act, 2013 :
(I) The ratio of the remuneration of each director to the median remuneration of the employees of the
company for the financial year :-
Sr. No. Name of Director Ratio of remuneration
to the Median remuneration
of the employees
1 Rajnikant Shamalji Ajmera (97.09)
2 Manoj Ishwarlal Ajmera (96.01)
3 Sanjay Chhotalal Ajmera (92.45)

(II) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the financial year 2018-19:-

Sr. No. Name of Director/KMP % increase over last FY 2017-18


1 Rajnikant Shamalji Ajmera 15%
2 Manoj Ishwarlal Ajmera 15%
3 Sanjay Chhotalal Ajmera 15%
4 O.P. Gandhi 17.45%
5 Harshini D. Ajmera 18%

(III) The percentage increase in the median remuneration of employees in the financial year 2018-19 :- 15%
(IV) The number of permanent employees on the payroll of company as on 31st March, 2019 :- 246
(V) average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration :-
Head of Department and Financial Head's salary increment was 12 %. Rest staff's salary increment ranges
between 15% to 18%.

We hereby confirm that the remuneration paid is as per the remuneration policy recommended by the Nomination and
Remuneration Committee of the Company and as adopted by the Company.

Rajnikant S. Ajmera Manoj I. Ajmera


Place: Mumbai Chairman and Managing Director Managing Director
Date: 17th May, 2019 DIN: 00010833 DIN: 00013728

50 Ajmera Realty & Infra India Limited


Annexure - III
Information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
(I) The names of top ten employees in terms of remuneration drawn for FY 2018-19
% of equity shares
held by the Whether the
employee as employee is a
per clause (iii) relative of any
Nature of Date of
Age of Previous of sub -rule (2) director or
Monthly Designation Employment, Qualification commencement
Sr. Employee Total CTC manager of
Gross Contractual and the Employer, of Rule 5 (% of
No. Name 2018-2019 of Employee of holding for self the company
2018-2019 or experience employee if any
employment along with spouse and if so,
Otherwise
and dependent name of such
children, if director or
exceeding 2% manager
of holding)
1 Rajnikant 11,13,600 1,44,76,800 Chairman Otherwise Diploma in 06-10-1986 66 No NA No
Shamalji and Civil
Ajmera Managing Engineering
Director
2 Manoj 8,13,000 1,05,69,000 Managing Otherwise Graduation 01-01-1975 56 No NA No
Ishwarlal Director
Ajmera
3 Om Prakash 5,30,670 68,98,710 Chief Otherwise B.Com , 01-04-2010 57 Shree NIL No
Gandhi Financial Chartered Precoated
Officer Accountant Steels Ltd.
4 Dharmesh 5,19,362 67,51,706 Vice Otherwise B.Tech-Civil & 19-10-2018 47 Rajhans NIL No
Vyas President PG in Group
39 - 76

Construction
Management
Board’s Report

from NICMAR
5 Nimish 4,94,800 64,32,400 Sr. Vice Otherwise Graduation 01-01-2000 41 No 4.77% No
Shashikant President
Ajmera - Planning
And
Business
Development
6 Umesh 4,56,300 59,31,900 Vice Otherwise Bcom, FCA 11-06-2008 58 Videocon NIL No
Laxmidas President
Bhawsar
77 - 99

7 Sanjay 4,29,200 55,79,600 Whole Time Otherwise Graduation 01-01-1988 52 No NA No


Chhotalal Ajmera Director
8 Shailesh 3,92,200 50,98,600 Sr. Vice Otherwise Matriculation 01-01-1980 57 No NA No
Bhogilal Ajmera President -
Corporate Governance Report

Operations
9 Ashwin 3,92,200 50,98,600 Sr. Vice Otherwise Graduation 01-01-1988 52 No NA No
Bhogilal Ajmera President -
Operations
10 Bandish 3,92,200 50,98,600 President Otherwise Graduation 01-01-1988 56 No NA No
Bhogilal Ajmera - Corporate

32nd Annual Report 2018-19


Affairs
100 - 170

(II) Name of the employees who were employed throughout the FY 2018-19 and were in receipt of remuneration in FY 2018-19, in the aggregate, was not less than one crore and two lakh
rupees :- As per table given above
Financial Statements

(III) Name of the employees who were employed for a part of FY 2018-19 and were in receipt of remuneration in any part of FY 2018-19, in the aggregate, was not less than eight lakh and

51
fifty thousand rupees per month:- As per table given above
(IV) Name of employees who were employed throughout the FY 2018-19 or part thereof, were in receipt of remuneration in excess of remuneration drawn by managing Diretor or Whole-
Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company:- As per table given above
Corporate Overview Notice
2 - 20 22 - 38

ANNEXURE - IV
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
The Members, (a) The Securities and Exchange Board of
AJMERA REALTY & INFRA INDIA LIMITED India (Substantial Acquisition of Shares
CITI MALL, LINK ROAD, and Takeovers) Regulations, 2011;
ANDHERI (W) MUMBAI - 400053. (b) The Securities and Exchange Board of
I have conducted the secretarial audit of the India (Prohibition of Insider Trading)
compliance of applicable statutory provisions and the Regulations, 2015;
adherence to good corporate practices by AJMERA (c) Securities and Exchange Board of India
REALTY & INFRA INDIA LIMITED (hereinafter called (Depositories and Participants)
the "Company") for the audit period covering the Regulations, 1996 and Securities and
financial year ended on 31st March, 2019. Secretarial Exchange Board of India (Depositories
Audit was conducted in a manner that provided me a and Participants) Regulations, 2018
reasonable basis for evaluating the corporate (effective from 3rd October, 2018); and
conducts/statutory compliances and expressing my (d) The Securities and Exchange Board of
opinion thereon. India (Listing Obligations and Disclosure
Based on my verification of the company’s books, Requirement) Regulations, 2015
papers, minute books, forms and returns filed and 2. There were no actions/ events in pursuance of
other records maintained by the company and also following Regulations of SEBI requiring
the information provided by the Company, its officers, compliance thereof by the Company during the
agents and authorized representatives during the period under review:
conduct of secretarial audit, I hereby report that in my (i) The Securities and Exchange Board of India
opinion, the company has, during the audit period (Issue of Capital and Disclosure
covering the financial year ended on 31st March 2019, Requirements) Regulations,2009;
generally complied with the statutory provisions listed (ii) The Securities and Exchange Board of India
hereunder and also that the Company has proper (Share Based Employee Benefits)
Board processes and compliance mechanism in Regulations, 2014;
place to the extent, in the manner and subject to the
reporting made hereinafter: (iii) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations,
1. I have examined the books, papers, minute books, 2009;
forms and returns filed and other records
maintained by the Company and made available to (iv) The Securities and Exchange Board of India
us at its Registered office for the financial year (Buyback of Securities) Regulations, 1998;
ended on 31st March 2019, according to the (v) The Securities and Exchange Board of India
provisions of: (Issue and Listing of Debt Securities)
(i) The Companies Act, 2013 (the Act) and the Regulations, 2008; and
rules made thereunder; (vi) The Securities and Exchange Board of India
(ii) The Securities Contracts (Regulation) Act, (Registrars to an Issue and Share Transfer
1956 (‘SCRA’) and the rules made thereunder; Agents) Regulations, 1993 regarding the
(iii) T h e D e p o s i t o r i e s A c t , 1 9 9 6 a n d t h e Companies Act and dealing with client
Regulations and Bye-laws framed thereunder; 3. Provisions of Foreign Exchange Management Act,
(iv) Foreign Exchange Management Act, 1999 and 1999 and the rules and regulations made
the rules and regulations made thereunder to thereunder to the extent of External Commercial
the extent of Foreign Direct Investment and Borrowings were not attracted during the year
Overseas Direct Investment; under review;
(v) The following Regulations and Guidelines 4. Based on the information provided and review of
prescribed under the Securities and Exchange the Compliances Report of Managing Director
Board of India Act, 1992 (‘SEBI Act’):- taken on record by the Board of the Company and

52 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

also relying on the representation made by the 2. Adequate notice is given to all directors to schedule
Company and its Officers, in my opinion adequate the Board Meetings, agenda and detailed notes on
system and process exists in the company to agenda were sent at least seven days in advance,
monitor and ensure compliances with the and a system exists for seeking and obtaining
provisions of general and other industry and sector further information and clarifications on the agenda
specific Laws and Regulations applicable to the items before the meeting and for meaningful
Company, as identified and confirmed by the participation at the meeting.
management of the company and listed in 3. As per the minutes of the meeting duly recorded
ANNEXURE -A to this report. and signed by the Chairman, the decisions of the
5. I have also examined compliance with the Board were unanimous and no dissenting views
applicable clauses of the Secretarial Standards have been recorded.
issued by The Institute of Company Secretaries of I further report that there are adequate systems and
India. processes in the company commensurate with the
During the period under review, the Company has size and operations of the company to monitor and
generally complied with the provisions of the Act, ensure compliance with applicable laws, rules,
Rules, Regulations, Guidelines, Standards regulations and guidelines.
mentioned above and there are no material non- I further report that during the audit period under
compliances that have come to my knowledge. report, no event/action occurred which had a major
I further report that compliances of finance and tax bearing on the Company's affairs in pursuance of the
laws and maintenance of financial records and books above referred laws, rules, regulations, guidelines,
of accounts has not been reviewed in this Audit since standards, etc. referred to above:
the same have been subject to review by statutory
Auditors and other designated professionals.
Haresh Sanghvi
I further report that:
Practising Company Secretary
1. The Board of Directors of the Company is duly
FCS No.: 2259/CoP No.: 3675
constituted with proper balance of Executive
Directors, Non-Executive Directors and
Independent Directors. The changes in the Place : Mumbai
composition of the Board of Directors that took Date : 10th May, 2019
place during the period under review were carried
out in compliance with the provisions of the Act.
Note: This report is to be read with my letter of even
date which is annexed as ANNEXURE-B which forms
an integral part of this report.

32nd Annual Report 2018-19 53


Corporate Overview Notice
2 - 20 22 - 38

ANNEXURE- A ANNEXURE- B
List of applicable laws to the Company The Members,
a) The Company has complied with the laws and AJMERA REALTY & INFRA INDIA LIMITED
regulations applicable specifically to the Company CITI MALL, LINK ROAD,
given its business: ANDHERI (W) MUMBAI - 400053.
1. The Transfer of Property Act, 1882 My report of even date is to be read along with this
2. The Maharashtra Stamp Act, 1958 letter:
3. The Registration Act, 1908 1. Maintenance of secretarial record is the
4. Real Estate (Regulation & Development) Act,2016 responsibility of the management of the Company.
5. The Maharashtra Real Estate (Regulation and Our responsibility is to express an opinion on these
Development) (registration of real estate projects, secretarial records based on our audit.
Registration of real estate agents, rates of interest 2. I have followed the audit practices and processes
and disclosures on website) Rules, 2017 as were appropriate to obtain reasonable
6. The Maharashtra Regional and Town Planning assurance about the correctness of the contents of
Act, 1966 the secretarial records. The verification was done
on test basis to ensure that correct facts are
7. The Building & other Construction workers
reflected in secretarial records. We believe that the
(Regulation of Employment & Conditions of
processes and practices I followed, provide a
Service) Act, 1966
reasonable basis for our opinion.
8. The Maharashtra Land Revenue Code, 1966
3. I h a v e n o t v e r i fi e d t h e c o r r e c t n e s s a n d
9. The Consumer Protection Act,1986 appropriateness of financial records and Books of
10. Development Control Regulations for Greater Accounts of the Company.
Mumbai, 1991 4. Whenever required, I have obtained the
11. The Ownership Flats and Apartments Ownership management representation about the compliance
Act as applicable at various locations of laws, rules and regulations and major events
12. The Maharashtra Rent Control Act 1999 during the audit period.
13. The Bombay Tenancy & Agricultural Land Act 5. The compliance of the provisions of corporate and
1948 other applicable laws, rules, regulations, standards
14. The Maharashtra Co-operative Societies Act, is the responsibility of management. My
1960 examination was limited to the verification of
procedures on test basis.
15. The Land Acquisition Act, 1894
6. The Secretarial Audit Report is neither an
16. Indian Stamp Act, 1899
assurance as to the future viability of the Company
17. Trade Marks Act, 1999 nor of the efficacy or effectiveness with which the
18. Bombay Stamp Act, 1958 management has conducted the affairs of the
19. The Maharashtra Money lending (Regulation) Act, Company.
2014
b) All General Laws related to Direct and Indirect
Taxation, Labour Laws and other incidental laws
of the State of Maharashtra.

Haresh Sanghvi Haresh Sanghvi


Practising Company Secretary Practising Company Secretary
FCS No.: 2259/CoP No.: 3675 FCS No.: 2259/CoP No.: 3675
Place : Mumbai Place : Mumbai
Date : 10th May, 2019 Date : 10th May, 2019

54 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

Secretarial Compliance Report of M/s. Ajmera Realty &


Infra India Limited for the year ended 31st March, 2019
I, Haresh Sanghvi have examined: (a) Securities and Exchange Board of India (Issue
(a) all the documents and records made available of Capital and Disclosure Requirements)
Regulations, 2018;
to me and explanation provided by Ajmera
Realty & Infra India Limited (“the listed (b) Securities and Exchange Board of India
entity”); (Buyback of Securities) Regulations, 2018;
(b) the filings/ submissions made by the listed (c) Securities and Exchange Board of India (Share
entity to BSE Ltd. and National Stock Based Employee Benefits) Regulations, 2014;
Exchange of India Ltd., (d) Securities and Exchange Board of India (Issue
(c) Website of the listed entity, and and Listing of Debt Securities) Regulations,
2008; and
(d) all other books, papers, minute books and
other records maintained by the Company and (e) Securities and Exchange Board of India (Issue
made available to me at the Company’s and Listing of Non-Convertible and
Registered office which has been relied upon Redeemable Preference Shares) Regulations,
to make this certification, 2013;
for the year ended 31st March, 2019 (“Review and based on the above examination, I hereby report
Period”) in respect of compliance with the provisions that, during the period under review:
of : (a) The listed entity has complied with the
(a) the Securities and Exchange Board of India provisions of the above Regulations and
Act, 1992 (“SEBI Act”) and the Regulations, circulars/ guidelines issued thereunder.
circulars, guidelines issued thereunder; and (b) The listed entity has maintained proper records
(b) the Securities Contracts (Regulation) Act, under the provisions of the above Regulations
1956 (“SCRA”), rules made thereunder and the and circulars/ guidelines issued thereunder
Regulations, circulars, guidelines issued insofar as it appears from my examination of
thereunder by the Securities and Exchange those records.
Board of India (“SEBI”); (c) No actions were taken against the listed entity/
The specific Regulations, whose provisions and the its promoters/ directors/ material subsidiaries
circulars/ guidelines issued thereunder, have been either by SEBI or by Stock Exchanges
examined, include:- (including under the Standard Operating
Procedures issued by SEBI through various
(a) Securities and Exchange Board of India
circulars) under the aforesaid Acts/
(Listing Obligations and Disclosure
Regulations and circulars/ guidelines issued
Requirements) Regulations, 2015;
thereunder.
(b) Securities and Exchange Board of India
(d) This being the reporting for the first time since
(Substantial Acquisition of Shares and
the notification of the requirement to submit this
Takeovers) Regulations, 2011;
report, reporting on actions to comply with the
(c) Securities and Exchange Board of India observations made in previous reports does
(Prohibition of Insider Trading) Regulations, not arise.
2015; and
(d) Securities and Exchange Board of India
(Depositories and Participants) Regulations,
1996 and Securities and Exchange Board of Haresh Sanghvi
India (Depositories and Participants) Practising Company Secretary
Regulations, 2018 (effective from 3rd October, FCS No.: 2259/CoP No.: 3675
2018). Place : Mumbai
and circulars/ guidelines issued thereunder; Date : 10th May, 2019
There were no actions/ events in pursuance of
following SEBI Regulations requiring compliance
thereof by the Company during the period under
review:

32nd Annual Report 2018-19 55


Corporate Overview Notice
2 - 20 22 - 38

ANNEXURE V
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on financial year ended 31-03-2019
[Pursuant to Section 92(3) of the Companies act, 2013 read with
[The Companies (Management and Administration) Rules, 2014]

A. REGISTRATION AND OTHER DETAILS:


CIN L27104MH1985PLC035659
Registration Date 18th March, 1985
Name of the Company Ajmera Realty & Infra India Limited
Category / Sub-Category of the Company Real Estate & Development
Address of the Registered office and 2nd Floor, Citi Mall, New Link Road, Andheri (W), Mumbai - 400053
contact details Tel: 022-6698 4000 Fax: 022-2632 5902
Email: investors@ajmera.com Web: www.aril.co.in
Whether listed company Yes
Name, Address and Contact details of Sharex Dynamic (India) Private Limited
Registrar and Transfer Agent, if any C 101, 247 Park, L B S Marg, Vikhroli, West, Mumbai - 400083.
Tel: 022-2851 5606/5644
Email : support@sharexindia.com
Website : www.sharexindia.com

B. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:


Sr. No. Name and Description of main NIC Code of the Product/ service % to total turnover of the company
products / services
1 Real Estate Activities 4100, 6810 100

C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :


Sr. Name of the company CIN/GLN Holding/ % of Applicable
No. Subsidiary/ shares Section
Associate held
1 Ajmera Clean Green Energy Limited U40300MH2007PLC171581 Subsidiary 100% Section 2(87)
(previously know as Ajmera Biofuel Limited)
2 Ajmera Estates Karnataka Private Limited U70100MH2007PTC174200 Subsidiary 100% Section 2(87)
3 Jolly Brothers Private Limited U30007MH2003PTC231067 Subsidiary 100% Section 2(87)
4 Ajmera Realcon Private Limited U70102MH2008PTC184586 Subsidiary 100% Section 2(87)
5 Ajmera Realty Ventures Private Limited U45203MH2008PTC185998 Subsidiary 100% Section 2(87)
6 Radha Raman Dev Ventures Private Limited U70109MH2016PTC286540 Subsidiary 100% Section 2(87)
7 Laudable Infrastructure LLP AAA-2788 Subsidiary 70% Section 2(87)
8 Ajmera Mayfair Global W.L.L NA Subsidiary 60% Section 2(87)
9 Sana Buildpro LLP AAA-4005 Subsidiary 75% Section 2(87)
10 Sana Building Products LLP AAB-8475 Subsidiary 75% Section 2(87)
11 Ajmera Corporation UK Limited 9920050 Subsidiary 100% Section 2(87)
12 Ajmera Infra Development LLP AAH-9563 Subsidiary 70% Section 2(87)
13 Anirdesh Developers LLP AAA-9003 Subsidiary 85% Section 2(87)
14 Sumedha Spacelinks LLP AAA-5077 Associate 50% Section 2(6)
15 V.M. Procon Private Limited U70101GJ2010PTC062989 Associate 50% Section 2(6)
16 Ultra Tech Property Developers Private Limited U70102MH2007PTC167774 Associate 36% Section 2(6)

56 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

D. SHARE HOLDING PATTERN


i) Category-wise Share Holding
Category of Shareholders No. of Shares held at the No. of Shares held at the end %
beginning of the year 01-04-2018 of the year 31-03-2019 Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year
A. PROMOTER'S
(1). INDIAN
(a). Individual 18997048 0 18997048 53.536 22117911 0 22117911 62.331 8.795
(b). Central Govt. 0 0 0.000
(c). State Govt(s). 0 0 0.000
(d). Bodies Corpp. 3445672 0 3445672 9.710 2799999 0 2799999 7.891 -1.819
(e). FIINS / BANKS. 0 0 0.000
(f). Any Other 0 0 0.000
Sub-total (A) (1) 22442720 0 22442720 63.246 24917910 0 24917910 70.222 6.976
(2). FOREIGN
(a). Individual NRI / 0 0 0
For Ind
(b). Other Individual 0 0 0
(c). Bodies Corporates 0 0 0
(d). Banks / FII 0 0 0
(e). Qualified Foreign 0 0 0
Investor
(f). Any Other Specify 0 0 0
Sub-total (A) (2) 0 0 0 0 0 0 0 0 0
Total shareholding of
Promoter (A) = (A)(1)+(A)(2) 22442720 0 22442720 63.246 24917910 0 24917910 70.222 6.976
B. PUBLIC SHAREHOLDING
1. Institutions
(a). Mutual Funds 216 0 216 0.001 216 0 216 0.001 0.000
(b). Banks / FI 18634 0 18634 0.053 79909 0 79909 0.225 0.172
(c). Central Govt. 0 0 0 0 0 0 0 0 0
(d). State Govt. 0 0 0 0 0 0 0 0 0.000
(e). Venture Capital Funds 0 0 0 0 0 0 0 0 0.000
(f). Insurance Companies 0 0 0 0 0 0 0 0 0.000
(g). FIIs 12644 0 12644 0.036 7781 0 7781 0.022 -0.014
(h). Foreign Venture 0 0 0 0 0 0 0 0 0.000
Capital Funds
(i). Others (specify) 0 0 0 0 0 0 0 0 0.000
Sub-total (B)(1) 31494 0 31494 0.09 87906 0 87906 0.248 0.158
2. Non-Institutions
(a). BODIES CORP.
(i). Indian 2670914 243 2671157 7.528 1110185 240 1110425 3.129 -4.399
(ii). Overseas 0 0 0 0 0 0 0 0 0.000
(b). Individuals
(I) Individual shareholders 3318814 54321 3373135 9.506 3605816 48877 3654693 10.299 0.793
holding nominal share
(ii) Individual shareholders 5649715 0 5649715 15.921 4625362 0 4625362 13.035 -2.886
holding nominal share
capital in excess of
Rs.1 lakh

32nd Annual Report 2018-19 57


Corporate Overview Notice
2 - 20 22 - 38

Category of Shareholders No. of Shares held at the No. of Shares held at the end %
beginning of the year 01-04-2018 of the year 31-03-2019 Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year
(c). Other (specify)
a Non Resident Indians 1151096 633 1151729 3.246 631054 573 631627 1.780 -1.466
b Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0.000
c Foreign Nationals 0 0 0 0 0 0 0 0 0.000
d Clearing Members 112058 0 112058 0.316 109991 0 109991 0.310 -0.006
e NBFCs registered with RBI 0 0 0 0.000 22334 0 22334 0.060 0.060
f HUF 0 0 0 0 266628 60 266688 0.750 0.750
g IEPF 52867 0 52867 0.149 57818 0 57818 0.163 0.014
h Trusts 0 0 0 0 121 0 121 0.000 0.000
i Foreign Boodies - D R 0 0 0 0 0 0 0 0 0.000
Sub-total (B)(2) 12955464 55197 13010661 36.666 10429309 49750 10479059 29.526 -7.139
Total Public Shareholding 12986958 55197 13042155 36.756 10517215 49750 10566965 29.774 -6.981
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian 0 0 0 0 0 0 0 0 0.000
for GDRs & ADRs
Grand Total (A+B+C) 35429678 55197 35484875 100.00 35435125 49750 35484875 100.00 0

ii) Shareholding of promoters

Sr. Shareholder's Name Shareholding at the Shareholding at the %


No beginning of the year end of the Year changes
No. of % of total % of shares No. of % of total % of shares in share
Shares Shares of Pledged/ Shares Shares of Pledged/ holding
the company encumbered the company encumbered during
to total to total the year
shares shares
1 ARILL TRUST through its 0 0.000 0.000 18737759 52.805 3.100 52.805
representatives Trustees
Mr. Shahikant S. Ajmera,
Mr. Rajnikant S. Ajmera and
Mr. Manoj I. Ajmera
2 FAHRENHEIT FUN AND 2499999 7.045 0.000 2499999 7.045 0.000 0.000
GAMES PRIVATE LTD
3 RAJNIKANT S AJMERA 898675 2.533 1.465 0 0.000 0.000 -2.533
4 VIMLABEN B AJMERA 1578536 4.448 0.000 0 0.000 0.000 -4.448
5 CHHOTALAL S AJMERA 1471416 4.147 0.000 1471416 4.147 0.000 0.000
6 SHASHIKANT SHAMALJI AJMERA 982528 2.769 0.000 0 0.000 0.000 -2.769
7 RAJNIKANT S AJMERA . HUF 904746 2.550 0.000 0 0.000 0.000 -2.550
8 DHAVAL R AJMERA 788532 2.222 2.198 373 0.001 0.000 -2.221
9 CHHOTALAL S AJMERA HUF 759858 2.141 0.000 759858 2.141 0.000 0.000
10 MANOJ I AJMERA 750708 2.116 0.000 0 0.000 0.000 -2.116
11 SANJAY C AJMERA 722773 2.037 0.000 0 0.000 0.000 -2.037
12 BHAVANA S AJMERA 703813 1.983 0.000 0 0.000 0.000 -1.983
13 BHARTI R AJMERA 704835 1.986 0.564 0 0.000 0.000 -1.986
14 NATWARLAL S AJMERA 660895 1.862 0.000 0 0.000 0.000 -1.862
15 AJMERA CEMENTS PRIVATE LTD 645300 1.819 0.000 0 0.000 0.000 -1.819
16 MAYUR S AJMERA 641532 1.808 0.000 0 0.000 0.000 -1.808
17 MUMUKSHU A AJMERA 641220 1.807 0.000 0 0.000 0.000 -1.807
18 KOKILABEN SHASHIKANT 609350 1.717 0.000 0 0.000 0.000 -1.717
AJMERA
19 PRACHI DHAVAL AJMERA 605165 1.705 1.409 0 0.000 0.000 -1.705
20 ATUL C AJMERA 536393 1.512 0.000 0 0.000 0.000 -1.512
21 HETAL S AJMERA 453935 1.279 0.000 0 0.000 0.000 -1.279
22 RUPAL M AJMERA 403266 1.136 0.000 0 0.000 0.000 -1.136
23 SONALI A AJMERA 429180 1.209 0.000 0 0.000 0.000 -1.209

58 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

Sr. Shareholder's Name Shareholding at the Shareholding at the %


No beginning of the year end of the Year changes
No. of % of total % of shares No. of % of total % of shares in share
Shares Shares of Pledged/ Shares Shares of Pledged/ holding
the company encumbered the company encumbered during
to total to total the year
shares shares
24 RUSHI M AJMERA 493260 1.390 0.000 0 0.000 0.000 -1.390
25 BHANUMATI CHHAGANLAL 492844 1.389 0.000 0 0.000 0.000 -1.389
AJMERA
26 ISHWARLAL S AJMERA HUF 444440 1.252 0.000 444440 1.252 0.000 0.000
27 JYOTIBEN N AJMERA 395019 1.113 0.000 0 0.000 0.000 -1.113
28 SANJAY C AJMERA HUF 388332 1.094 0.000 0 0.000 0.000 -1.094
29 AAGNA S AJMERA 358332 1.010 0.000 0 0.000 0.000 -1.010
30 ATUL C AJMERA HUF 332832 0.938 0.000 0 0.000 0.000 -0.938
31 RUSHABH INVESTMENT 300000 0.845 0.705 300000 0.845 0.705 0.000
PRIVATE LIMITED
32 CHARMI PARAS PAREKH 231914 0.654 0.000 247079 0.696 0.000 0.042
33 HENALI JAYANT AJMERA 229037 0.645 0.000 244201 0.688 0.000 0.043
34 CHHAGANLAL S AJMERA 205483 0.579 0.000 205483 0.579 0.000 0.000
35 TANVI M AJMERA 133617 0.377 0.000 0 0.000 0.000 -0.377
36 AASHISH ATUL AJMERA 33333 0.094 0.000 0 0.000 0.000 -0.094
37 RITA MITUL MEHTA 4245 0.012 0.000 4245 0.012 0.000 0.000
38 MEGHA S AJMERA 3447 0.010 0.000 0 0.000 0.000 -0.010
39 SONAL BIMAL MEHTA 2147 0.006 0.000 2147 0.006 0.000 0.000
40 BIMAL ANANTRAI MEHTA 900 0.003 0.000 900 0.003 0.000 0.000
41 HARSHADRAI MULJI SARVAIYA 510 0.001 0.000 10 0.000 0.000 -0.001
42 CHAITALI INVESTMENT PVT LTD 373 0.001 0.000 0 0.000 0.000 -0.001

iii) . Change in Promoter's Shareholding(Please specify,if there is no change)


Sr. Shareholder's Name Shareholding at the Shareholding at the %
No beginning of the year end of the Year of total
No. of % of total Date Increasing/ Reason No. of Shares
Shares Shares of Decreasing Shares of the
at the the company in company
beginning/ shareholding
end of the
year
1 ARILL TRUST through its Nil Nil 01-04-2018
representatives Trustees
Mr. Shahikant S. Ajmera,
Mr. Rajnikant S. Ajmera and
Mr. Manoj I. Ajmera
20-04-2018 500000 Buy 500000 1.409
27-04-2018 1000000 Buy 1500000 4.227
03-08-2018 2677470 Buy 4177470 11.773
10-08-2018 5505466 Buy 9682936 27.288
17-08-2018 704835 Buy 10387771 29.274
24-08-2018 2283009 Buy 12670780 35.708
31-08-2018 3326979 Buy 15997759 45.083
14-09-2018 773850 Buy 16771609 47.264
21-09-2018 981097 Buy 17752706 50.029
08-03-2019 985053 Buy 18737759 52.805
-Closing Balance 31-03-2019 18737759* 52.805
2 CHARMI PARAS PAREKH 231914 0.654 01-04-2018
21-09-2018 15165 Buy 247079 0.696
-Closing Balance 31-03-2019 247079 0.696
3 HENALI JAYANT AJMERA 229037 0.645 01-04-2018
21-09-2018 15164 Buy 244201 0.688
-Closing Balance 31-03-2019 244201 0.688
4 DHAVAL R AJMERA 788532 2.222 01-04-2018
24-08-2018 788532 Sold 0 0.000
08-03-2019 373 Buy 373 0.001
-Closing Balance 31-03-2019 373 0.001

32nd Annual Report 2018-19 59


Corporate Overview Notice
2 - 20 22 - 38

Sr. Shareholder's Name Shareholding at the Shareholding at the %


No beginning of the year end of the Year of total
No. of % of total Date Increasing/ Reason No. of Shares
Shares Shares of Decreasing Shares of the
at the the company in company
beginning/ shareholding
end of the
year
5 HARSHADRAI MULJI SARVAIYA 510 0.001 01-04-2018
08-06-2018 -500 Sold 10 0.000
-Closing Balance 31-03-2019 10 0.000
6 RAJNIKANT S AJMERA 898675 2.533 01-04-2018
06-04-2018 1495802 Buy 2394477 6.748
20-04-2018 -1000000 Sold 1394477 3.930
27-04-2018 -500000 Sold 894477 2.521
17-08-2018 904746 Buy 1799223 5.070
14-09-2018 645300 Buy 2444523 6.889
14-09-2018 -2414194 Sold 30329 0.085
21-09-2018 -30329 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
7 VIMLABEN B AJMERA 1578536 4.448 01-04-2018
03-08-2018 -1578536 Sold 0 0.000
14-09-2018 125188 Buy 125188 0.353
14-09-2018 -125188 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
8 SHASHIKANT SHAMALJI AJMERA 982528 2.769 01-04-2018
06-08-2018 -982528 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
9 RAJNIKANT S AJMERA . HUF 904746 2.550 01-04-2018
10-08-2018 -904746 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
10 MANOJ I AJMERA 750708 2.116 01-04-2018
03-08-2018 -593329 Sold 157379 0.444
24-08-2018 -157379 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
11 SANJAY C AJMERA 722773 2.037 01-04-2018
03-08-2018 -14319 Sold 708454 1.996
10-08-2018 -100000 Sold 608454 1.715
25-08-2018 746664 Buy 1355118 3.819
29-08-2018 -1355118 Sold 0 0.000
14-09-2018 85180 Buy 85180 0.240
14-09-2018 -85180 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
12 BHAVANA S AJMERA 703813 1.983 01-04-2018
27-07-2018 3447 Buy 707260 1.993
03-08-2018 -707260 Sold 0 0.000
14-09-2018 19359 Buy 19359 0.055
14-09-2018 -19359 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
13 BHARTI R AJMERA 704835 1.986 01-04-2018
17-08-2018 -704835 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
14 NATWARLAL S AJMERA 660895 1.862 01-04-2018
27-07-2018 -660895 Sold 0 0.000
14-09-2018 19359 Buy 19359 0.055
14-09-2018 -19359 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
15 AJMERA CEMENTS PRIVATE LTD 645300 1.819 01-04-2018
13-09-2018 -645300 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
16 MAYUR S AJMERA 641532 1.808 01-04-2018
06-08-2018 -641532 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
17 MUMUKSHU A AJMERA 641220 1.807 01-04-2018
10-08-2018 -493000 Sold 148220 0.418
13-09-2018 -148220 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000

60 Ajmera Realty & Infra India Limited


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39 - 76 77 - 99 100 - 170

Sr. Shareholder's Name Shareholding at the Shareholding at the %


No beginning of the year end of the Year of total
No. of % of total Date Increasing/ Reason No. of Shares
Shares Shares of Decreasing Shares of the
at the the company in company
beginning/ shareholding
end of the
year
18 KOKILABEN SHASHIKANT 609350 1.717 01-04-2018
AJMERA
06-08-2018 -609350 Sold 0 0.000
14-09-2018 98408 Buy 98408 0.277
14-09-2018 -98408 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
19 PRACHI DHAVAL AJMERA 605165 1.705 01-04-2018
17-08-2018 -600000 Sold 5165 0.015
26-02-2019 -5165 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
20 ATUL C AJMERA 536393 1.512 01-04-2018
27-07-2018 33333 Buy 569726 1.606
03-08-2018 14319 Buy 584045 1.646
10-08-2018 -84000 Sold 500045 1.409
10-09-2018 481052 Buy 981097 2.765
13-09-2018 -981097 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
21 HETAL S AJMERA 453935 1.279 01-04-2018
10-08-2018 100000 Buy 553935 1.561
24-08-2018 -553935 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
22 RUPAL M AJMERA 403266 1.136 01-04-2018
27-07-2018 133617 Buy 536883 1.513
03-08-2018 -536883 Sold 0 0.000
14-09-2018 43235 Buy 43235 0.122
14-09-2018 -43235 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
23 SONALI A AJMERA 429180 1.209 01-04-2018
10-08-2018 84000 Buy 513180 1.446
24-08-2018 -513180 Sold 0 0.000
14-09-2018 85180 Buy 85180 0.240
14-09-2018 -85180 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
24 RUSHI M AJMERA 493260 1.390 01-04-2018
28-07-2018 -493260 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
25 BHANUMATI CHHAGANLAL 492844 1.389 01-04-2018
AJMERA
27-07-2018 -491344 Sold 1500 0.004
12-09-2018 19359 Buy 20859 0.059
14-09-2018 -19359 Sold 1500 0.004
14-09-2018 -1500 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
26 JYOTIBEN N AJMERA 395019 1.113 01-04-2018
27-07-2018 -395019 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
27 SANJAY C AJMERA HUF 388332 1.094 01-04-2018
21-08-2018 358332 Buy 746664 2.104
24-08-2018 -746664 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
28 AAGNA S AJMERA 358332 1.010 01-04-2018
24-08-2018 -358332 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
29 ATUL C AJMERA HUF 332832 0.938 01-04-2018
10-09-2018 148220 Buy 481052 1.356
10-09-2018 -481052 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000

32nd Annual Report 2018-19 61


Corporate Overview Notice
2 - 20 22 - 38

Sr. Shareholder's Name Shareholding at the Shareholding at the %


No beginning of the year end of the Year of total
No. of % of total Date Increasing/ Reason No. of Shares
Shares Shares of Decreasing Shares of the
at the the company in company
beginning/ shareholding
end of the
year
30 TANVI M AJMERA 133617 0.377 01-04-2018
27-07-2018 -133617 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
31 AASHISH ATUL AJMERA 33333 0.094 01-04-2018
27-07-2018 -33333 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
32 MEGHA S AJMERA 3447 0.010 01-04-2018
27-07-2018 -3447 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
33 CHAITALI INVESTMENT PVT LTD 373 0.001 01-04-2018
26-02-2019 -373 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
* 15,54,488 number of shares were acquired by Creeping Acquisition during FY 2018-19
iv) Shareholding pattern of top ten Shareholders (other than Directors, promoters and Holders of GDRs and ADRs):
Sr. Shareholder's Name Shareholding at the Shareholding at the %
No beginning of the year end of the Year of total
No. of % of total Date Increasing/ Reason No. of Shares
Shares Shares of Decreasing Shares of the
at the the company in company
beginning/ shareholding
end of the
year
1 NIMISH S AJMERA 1190206 3.354 01-04-2018
-Closing Balance 31-03-2019 No Change 1190206 3.354
2 ASHWIN B AJMERA 633696 1.786 01-04-2018
-Closing Balance 31-03-2019 No Change 633696 1.786
3 KAMLESHKUMAR VRAJLAL 536500 1.512 01-04-2018
DHULIA
-Closing Balance 31-03-2019 No Change 536500 1.512
4 TWISHAL N AJMERA 503410 1.419 01-04-2018
-Closing Balance 31-03-2019 No Change 503410 1.419
5 MANOJ NANALAL TURAKHIA 318979 0.899 01-04-2018
-Closing Balance 31-03-2019 No Change 318979 0.899
6 CD EQUIFINANCE PVT. LTD. 330092 0.930 01-04-2018
12-10-2018 -34366 Sold 295726 0.833
26-10-2018 -695 Sold 295031 0.831
02-11-2018 -9885 Sold 285146 0.804
09-11-2018 -1342 Sold 283804 0.800
-Closing Balance 31-03-2019 283804 0.800
7 MANOJKUMAR BRAHMBHATT 279272 0.787 01-04-2018
-Closing Balance 31-03-2019 No Change 279272 0.787
8 NAVIN SHANTILAL TURKHIA 247500 0.697 01-04-2018
-Closing Balance 31-03-2019 No Change 247500 0.697
9 CHHAGANLAL S AJMERA HUF 225119 0.634 01-04-2018
-Closing Balance 31-03-2019 No Change 225119 0.634
10 YOGESH UTTAMLAL MEHTA 162327 0.457 01-04-2018
-Closing Balance 31-03-2019 No Change 162327 0.457

62 Ajmera Realty & Infra India Limited


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39 - 76 77 - 99 100 - 170

Sr. Shareholder's Name Shareholding at the Shareholding at the %


No beginning of the year end of the Year of total
No. of % of total Date Increasing/ Reason No. of Shares
Shares Shares of Decreasing Shares of the
at the the company in company
beginning/ shareholding
end of the
year
11 LATIN MANHARLAL 1541219 4.343 01-04-2018
06-04-2018 -1489852 Sold 51367 0.145
13-04-2018 -1099 Sold 50268 0.142
20-04-2018 501540 Buy 551808 1.555
27-04-2018 -499231 Sold 52577 0.148
04-05-2018 -5610 Sold 46967 0.132
11-05-2018 -447 Sold 46520 0.131
18-05-2018 -2393 Sold 44127 0.124
25-05-2018 -2 Sold 44125 0.124
01-06-2018 400 Buy 44525 0.125
08-06-2018 -350 Sold 44175 0.124
15-06-2018 -50 Sold 44125 0.124
29-06-2018 125 Buy 44250 0.125
06-07-2018 -250 Sold 44000 0.124
13-07-2018 10800 Buy 54800 0.154
20-07-2018 -514 Sold 54286 0.153
27-07-2018 1546972 Buy 1601258 4.513
03-08-2018 1231848 Buy 2833106 7.984
10-08-2018 -1874350 Sold 958756 2.702
17-08-2018 -304745 Sold 654011 1.843
24-08-2018 2118824 Buy 2772835 7.814
31-08-2018 -2715785 Sold 57050 0.161
07-09-2018 -1833 Sold 55217 0.156
14-09-2018 981080 Buy 1036297 2.920
21-09-2018 -991097 Sold 45200 0.127
28-09-2018 -9750 Sold 35450 0.100
05-10-2018 1355 Buy 36805 0.104
12-10-2018 -1000 Sold 35805 0.101
19-10-2018 19400 Buy 55205 0.156
26-10-2018 -2450 Sold 52755 0.149
02-11-2018 -50 Sold 52705 0.149
09-11-2018 3900 Buy 56605 0.160
16-11-2018 -3900 Sold 52705 0.149
14-12-2018 450 Buy 53155 0.150
21-12-2018 -7856 Sold 45299 0.128
28-12-2018 -255 Sold 45044 0.127
31-12-2018 -250 Sold 44794 0.126
04-01-2019 -850 Sold 43944 0.124
18-01-2019 -519 Sold 43425 0.122
25-01-2019 -5881 Sold 37544 0.106
01-02-2019 -2450 Sold 35094 0.099
08-02-2019 -300 Sold 34794 0.098
01-03-2019 985427 Buy 1020221 2.875
08-03-2019 -985177 Sold 35044 0.099
15-03-2019 -1894 Sold 33150 0.093
22-03-2019 -78 Sold 33072 0.093
29-03-2019 -72 Sold 33000 0.093
-Closing Balance 31-03-2019 33000 0.093
12 SHAILESH B AJMERA 541429 1.526 01-04-2018
26-02-2019 -541429 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
13 HITA A AJMERA 438459 1.236 01-04-2018
26-02-2019 -438459 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
14 ERROL FERNANDES . 311900 0.879 01-04-2018
27-04-2018 -32218 Sold 279682 0.788
04-05-2018 -46230 Sold 233452 0.658
11-05-2018 -142993 Sold 90459 0.255
18-05-2018 -63268 Sold 27191 0.077
19-05-2018 -27191 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.00

32nd Annual Report 2018-19 63


Corporate Overview Notice
2 - 20 22 - 38

iv Shareholding of Directors and Key Managerial Personnel:


Sr. Shareholder's Name Shareholding at the Shareholding at the %
No beginning of the year end of the Year of total
No. of % of total Date Increasing/ Reason No. of Shares
Shares Shares of Decreasing Shares of the
at the the company in company
beginning/ shareholding
end of the
year
1 RAJNIKANT S. AJMERA 898675 2.533 01-04-2018
06-04-2018 1495802 Buy 2394477 6.748
20-04-2018 -1000000 Sold 1394477 3.930
27-04-2018 -500000 Sold 894477 2.521
17-08-2018 904746 Buy 1799223 5.070
14-09-2018 645300 Buy 2444523 6.889
14-09-2018 -2414194 Sold 30329 0.085
21-09-2018 -30329 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
2 MANOJ I AJMERA 750708 2.116 01-04-2018
03-08-2018 -593329 Sold 157379 0.444
24-08-2018 -157379 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
3 SANJAY C AJMERA 722773 2.037 01-04-2018
03-08-2018 -14319 Sold 708454 1.996
10-08-2018 -100000 Sold 608454 1.715
25-08-2018 746664 Buy 1355118 3.819
29-08-2018 -1355118 Sold 0 0.000
14-09-2018 85180 Buy 85180 0.240
14-09-2018 -85180 Sold 0 0.000
-Closing Balance 31-03-2019 0 0.000
4 AMBALAL C. PATEL 1 0 01-04-2018
-Closing Balance 31-03-2019 0 No change 1 0.000
5 AARTI RAMANI 0 0 01-04-2018
-Closing Balance 31-03-2019 0 No change 0 0.000
6 KRISHNAMURTHY 0 0 01-04-2018
GOPALRATNAM
-Closing Balance 31-03-2019 0 No change 0 0.000
7 O.P. GANDHI 0 0 01-04-2018
-Closing Balance 31-03-2019 0 No change 0 0.000
8 HARSHINI D. AJMERA 15 0 01-04-2018
-Closing Balance 31-03-2019 0 No change 15 0.000
vi) Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in Lakhs )
Secured Loans Unsecured Loans Deposits Total Indebtedness
excluding deposits
Indebtedness at the beginning of the financial year
I) Principal Amount 46981.76 0.000 0 46981.76
ii) Interest due but not paid 0 0.000 0 0
iii) Interest accrued but not due 0 0.000 0 0
Total (i+ii+iii) 46981.76 0.000 0 46981.76
Change in Indebtedness during the financial year
Addition 37470.75 0.000 0 37470.75
Reduction 10533.59 0.000 0 10533.59
Net Change 26937.15 0.000 0 26937.15
Indebtedness at the end of the financial year
i) Principal Amount 73918.91 0.000 0 73918.91
ii) Interest due but not paid 0 0.000 0 0
iii) Interest accrued but not 0 0.000 0 0
Total (i+ii+iii) 73918.91 0.000 0 73918.91

64 Ajmera Realty & Infra India Limited


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39 - 76 77 - 99 100 - 170

vii) Remuneration of Directors and Key Managerial Personnel


A) Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Amount in `)
Sr.no. Particulars of Name of MD/WTD/ Manager Total Amount
Remuneration
Mr. Rajnikant S. Ajmera, Mr. Manoj I. Ajmera, Mr. Sanjay C. Ajmera,
Chairman & Managing Director Whole Time Director
Managing Director
1 Gross salary 1,44,76,800.000 1,05,69,000.00 55,79,600.00 3,06,25,400.00
(a) Salary as per provisions - - - -
contained in section 17(1)
of the Income-tax Act, 1961
(b) Value of perquisites u/s - - - -
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary - - - -
under section 17(3)
Income-tax Act, 1961
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
- others, specify… - - - -
5 Others, please specify - - - -
Total (A) 1,44,76,800.000 1,05,69,000.00 55,79,600.00 3,06,25,400.00
Ceiling as per the Act Within the limit as approved by shareholders

B) Remuneration to Other Directors


(Amount in `)
Sr.No. Particulars of Remuneration Name of Directors Total Amount
1 Independent Directors Mr. Jagdish J. Mr. Ambalal C. Mrs. Aarti Mr. K. G.
Doshi * Patel M. Ramani Krishnamurthy**

• Fee for attending board / 72,000.000 1,57,000.000 1,57,000.000 45,000.000 4,31,000.00


committee meetings
• Commission - - - - -
• Others, please specify - - - - -
Total (1) 72,000.000 1,57,000.000 1,57,000.000 45,000.000 4,31,000.00
2 Other Non-Executive
Directors - - - - -
• Fee for attending board /
committee meetings - - - - -
• Commission - - - - -
• Others, please specify - - - - -
Total (2) - - - - -
Total (B)=(1+2) 72,000.000 1,57,000.000 1,57,000.000 45,000.000 4,31,000.00
Total Managerial
Remuneration (A + B) 3,10,56,400.00
Overall Ceiling as per the Act NA

* Ceased to be a director on 14th August, 2018 on account of sad demise.


** Appointed w.e.f. 5th November, 2018

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C) Remuneration to Key Managerial Personnel Other than MD/Manager/WTD


(Amount in `)
Sr No. Particulars of Remuneration Key Managerial Personnel
Mr. O.P. Gandhi, Ms. Harshini D.
Group Chief Financial Ajmera, Total
Officer Company Secretary Remuneration
1 Gross salary 68,98,710.00 10,17,178.00 79,15,888.00
(a) Salary as per provisions contained in section - - -
17(1) of the Income-tax Act, 1961"
(b) Value of perquisites u/s 17(2) - - -
Income-tax Act, 1961
(c) Profits in lieu of salary under - - -
section 17(3) Income- tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- others, specify
Total 68,98,710.00 10,17,178.00 79,15,888.00

vii) Penalties / Punishment/ Compounding of Offences: NIL


Type Section of the Brief Description Details of Penalty / Authority [RD / Authority [RD /
Companies Act Punishment / NCLT/ COURT] NCLT/ COURT]
Compounding
fees imposed
Penalty - - - - -
Punishment
Compounding
C. OTHER
OFFICERS IN
DEFAULT
Penalty - - - - -
Punishment
Compounding

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ANNEXURE VI
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1 A brief outline of the Company’s CSR Policy, including The CSR initiates of the company are either undertaken as
overview of the projects or programs proposed to be projects or programmers or activities, whether new or going,
undertaken and a reference to the web-link to the CSR in line with the CSR policy, or by way of providing donations,
Policy and projects or programs contributions or financial assistance to such projects or to
other CSR companies or entities undertaking such projects,
as may be permitted under the Companies Act, 2013 and
applicable rules prescribed thereunder.
The Company’s CSR Programmes shall be implemented
through either Company’s own brand name or Vijay Nagar
Trust (VNT) or S. S. Ajmera Trust (SSAT)
Your company conducts business in a sustainable and
socially responsible manner. This principle has been an
integral part of your company’s corporate values for five
decades. Your company is committed to the safety and
health of employees, protecting the environment and the
quality of life in all regions in which your company operates.
The CSR policy may be accessed on the company website
at http://www.aril.co.in/download/csr-policy-ariil-final-
printed.pdf
2 The Composition of the CSR Committee 1) Mr. Rajnikant S.Ajmera (Chairman)
2) Mr. Manoj I. Ajmera (Member)
3) Mr. Ambalal C. Patel (Member)
3 Average net Profits for last three years Rs.6180.46 lakhs
4 Prescribed CSR Expenditure (two per cent. Of the Rs.123.61 lakhs
amount as in item 3 above)
5 Details of CSR spent during the Financial year:
Total amount spent for the financial year Rs.123.61 lakhs
Amount unspent,if any NA
Manner in which the amount spent during the financial Details given below:-
year
1 2 3 4 5 6 7 8
Sr. CSR project or Sector in which Projects or Amount outlay Amount spent Cumulative Amount spent
No. activity project is programs (budget) on the projects expenditure direct or
Identified covered (1) Local area project or or programs. upto the date through
(2)Specify the program wise Sub heads of reporting agency
State and for the FY (1) Direct
district where 2018-19 Expenditure
projects or (2) Overheads
programs was
undertaken
1 Ajmera Health and Vadodara, Rs.4,99,140 Rs.4,99,140 Rs.4,99,140 Directly
Shiksha Yojana Education Gujarat
by improving
school’s
infrastructure
for promoting
education in
Karkhadi
School for
under
privilege
students

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1 2 3 4 5 6 7 8
Sr. CSR project or Sector in which Projects or Amount outlay Amount spent Cumulative Amount spent
No. activity project is programs (budget) on the projects expenditure direct or
Identified covered (1) Local area project or or programs. upto the date through
(2)Specify the program wise Sub heads of reporting agency
State and for the FY (1) Direct
district where 2018-19 Expenditure
projects or (2) Overheads
programs was
undertaken
2 Prime Minister Health and Kerala Rs.500000 Rs.500000 Rs.500000 Directly
Relief Fund for Infrastructure
Kerala floods
3 Sponsoring the Promotion of India/ outside Rs. 4840565 Rs. 4840565 Rs. 4840565 Directly
national nationally India
recognized recognised
motor sports by sport
financing the
training
& participating
fees of a
candidate at
national &
international
level
4 Providing Education and Wadala, Rs. 65,21,218 Rs. 65,21,218 Rs. 65,21,218 Directly
school’s Health Maharashtra
infrastructure
for promoting
education near
the vicinity of
Wadala
School.

Responsibility Statement
The Responsibility Statement of the Corporate Social Responsibility committee of the board of directors of the
board of directors of the company is reproduced below:
‘The implementation and monitoring of corporate Social Responsibility (CSR) policy, is in compliance with CSR
objectives and policy of the Company’.

Place: Mumbai Manoj I. Ajmera Rajnikant S. Ajmera


Dated: 17th May, 2019 Managing Director Chairman & Managing Director
DIN: 00013728 DIN: 00010833

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ANNEXURE - VII
Statement of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
pursuant to provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014:

(A) CONSERVATION OF ENERGY

1) Steps taken or impact on conservation of energy: Though the operations of the Company are not energy
intensive, efforts are made for conservation of energy on an on-going basis. The Company is not using DG set
but uses alternate power lines if Mains failure. The Company has installed capacitor banks and filters for
improvement in power factor. It has also installed UPS CTP machines / Computers / Image Setters on state
power. Other energy conservation measures taken during the financial year under review includes
optimization of operations of the compressors and standby power not used when machines were not in use.
The energy conservation initiatives have resulted in improvement of power factor.

2) Steps taken for utilization of alternate sources of energy: The Company has commenced use of LED lights
to reduce energy consumption. Further, the Company has installed high efficiency lighting fixtures and old high
power consumption light fittings have been replaced by low power consumption light fittings.

3) Capital Investment on energy conservation equipments: NIL

(B) TECHNOLOGY ABSORPTION


Forms of Disclosure of particulars in respect of absorption of technology , research and development

(a). Research and Development (R&D)


Specific areas in which R&D is being The Company is putting continuous efforts in acquisition, development,
carried out by the Company assimilation and utilisation of technological Knowledge through its wide
advance engineering project portfolio. This has enabled the Company
to keep abreast with the latest developments in product technology,
methods, quality assessments and improvement, marketing,
management systems and benefit out of mutual experience.

Benefits derived as a result of above - Increased Customer satisfaction & sale


- Improved Brand name
- Cost reduction through Quality & productivity
- Faster construction

Future Plan To introduce automated home equipments

Expenditure Nil

1) Efforts made towards technology absorption : Not Applicable


2) Benefits derived : Not Applicable
3) Details of technology imported in last three years : Not Applicable

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b) Technology Absorption, Adaption & Innovation

Efforts in brief towards Technology Absorption, Implementation of Mivaan Technology has reduced
adaptation and Innovation the time turnover as well cost and resources used.

Benefits derived as a result of above effort e.g. product 1) Improved Construction


improvement, cost reduction, product development, etc 2) Reduced cost
3) Saving in man power
4) Reduce no. of turnover days of construction

In case of imported technology

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:


Current Year Previous Year
(Rs. In Lakhs) (Rs. In Lakhs)

Total Foreign exchange inflow and outflow Inflow Nil Nil

Outlow 126.26 2871.18


Total 126.26 2871.18

For and on behalf of Board of Directors

Rajnikant S.Ajmera
Place: Mumbai Chairman & Managing Director
Date: 17th May, 2019 DIN : 00010833

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MANAGEMENT DISCUSSION AND ANALYSIS


Global Economy economies globally. The liquidity crunch in the
As reported by the International Monetary Fund (IMF) financial services sector further added to the
in April 2019, the global economy grew at 3.6% in weakening activity as it affected consumption finance.
2018. The growth momentum was sustained in the The Government took significant steps to strengthen
first half of 2018, buoyed by a strong fiscal expansion liquidity situation in the financial system. With
in the US. The improvement was also driven by accelerated resolution of nonperforming assets under
accelerating growth in developed economies, a a simplified bankruptcy framework, it also improved
steady performance in East Asia and recovery from financial sector balance sheets.
recession in several developing and transitioning Industrial production for FY 2018-19 grew at 3.6%,
economies. lower than the growth of 4.4% in the previous fiscal.
However, the economic expansion gradually softened On a year-on-year basis, the eight core industries
during the year, with financial market volatility and displayed a steady growth at 4.3% in FY 2018-19 as
economic policy uncertainty. The latter half witnessed compared to the previous year. The real estate sector
widespread slowdown owing to the US-China trade faced challenges in adapting to a rapidly changing
tensions, credit tightening in China, economic turmoil regulatory environment with implementation of Real
in Argentina and Turkey. Further, weakness in Estate Regulatory Authority (RERA) Act and Goods
Germany’s auto sector, fluctuating crude oil prices and Service Tax (GST) in the previous two years. The
and higher interest rates added to the sluggish liquidity tightening impacted the pace of infrastructure
growth. Industrial production decelerated particularly and construction activity in the country.
for capital goods with weakened global trade from its Meanwhile, India’s GDP growth is estimated at 7% in
peak in late 2017. Consumer price inflation remained 2019, underpinned by robust private consumption, a
muted across advanced economies, given the drop-in gradually more supportive fiscal stance and benefits
commodity prices. from previous reforms (Source: The Economic
Reflecting the slowdown in activity, IMF has projected Times). However, volatile crude oil prices, weaker
global growth to moderate from 3.6% in 2018 to 3.3% currency and sluggish domestic demand may hamper
in 2019. In the US, growth is expected to decline to the growth expectations in the future.
2.3% in 2019 with the unwinding of fiscal stimulus. Real Estate Industry
Growth in the Euro area is set to tick down from 1.8% Real estate is a key sector of the Indian economy,
in 2018 to 1.3% in 2019. While emerging market and contributing 6-7% to the GDP. In addition, the sector
developing economy group is expected to grow at employs over 52 million workforce and is expected to
4.4% in 2019. However, with accommodative stance generate over 15 million jobs over the next five years.
by major central banks globally, the global economy is The Indian real estate market comprises four sub
expected to recover from second half of 2019. sectors: commercial, residential, retail and hospitality.
Indian Economy The growth of the sector is well complemented by the
India continued with its recognition of ‘world's fastest growth of corporate environment and demand for
growing economy’ for second year in a row. The office space as well as urban and semi-urban
Indian economy recorded a growth rate of 6.8% accommodations. The central and state Governments
during 2018-19 compared to 6.7% in the previous have introduced affordable/mid-income and rural
fiscal. The first half of the year displayed an housing schemes that are aimed at improving real
impressive growth rate with steady investments and estate activity.
robust private consumption along with important Key policies by the Government
structural reforms. (Source: The Economic Times) Union Budget 2019 has introduced several
However, the growth momentum moderated in the provisions pertaining to the real estate sector.
second half owing to declining manufacturing These include:
activities, high crude oil prices, rising interest rates, 1. For making more homes available under
rupee depreciation, weak global and domestic affordable housing, the benefits under Section 80-
demand and notable slowdown across major IBA of the Income Tax Act is being extended for

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one more year, i.e. to the housing projects increasing transparency, progressive regulations
approved till March 31, 2020. Tax benefit to and a robust commercial real estate market in the
builders on unsold inventory has been increased country have made this segment a favourite among
to two years. For buyers, benefits under section institutional investors. In the office space amount
80-IB have been extended to one more year, i.e. allocated by investors is nearly US$ 17 billion in the
till March 2020. (Source: Business Today) form of direct investments as well as through entity
2. Proposed extension of the period of exemption level investments from 2006 to 2019.
from levy of tax on notional rent, on unsold Also, the first REIT in India has gone live and reaped
inventories, from one year to two years, from the good response. REITs will be key drivers for the
end of the year in which the project is completed. commercial segment, as these will provide an exit
3. Currently, income tax on notional rent is payable if opportunity for investors, ensuring continued investor
one has more than one self-occupied house. interest in the sector.
Considering the difficulty of the middle class Goods and services tax (GST)
having to maintain families at two locations on With an intention to replace multiple levels of taxation,
account of their job, children’s education, care of GST was implemented in 2017. It has organised the
parents etc., Government proposed to exempt taxation structure of the real estate segment. To boost
levy of income tax on notional rent on a second the demand in the sector, the GST Council, further
self-occupied house. slashed tax rates. The GST Council in March 2019
4. The benefit of rollover of capital gains under allowed real estate developers an option to choose
section 54 of the Income Tax Act will be increased between the old tax rates and the new ones for under-
from investment in one residential house to two construction residential projects to help resolve ITC
residential houses for a taxpayer having capital (input credit tax) issues.
gains up to ` 2 crore. This benefit can be availed The developers opting for new tax rates will have to
once in a lifetime. pay 1% GST on the construction of affordable houses
5. The TDS threshold for deduction of tax on rent is and 5% on other housing projects without ITC.
proposed to be increased from `1,80,000 to Builders opting for old rates will be paying 8% GST on
`2,40,000 for providing relief to small taxpayers. affordable housing and 12% on other housing projects
with ITC. Additionally, a condition has also been
(Source: ET Realty)
imposed that 80% procurement by developers should
Real Estate Investment Trust (REIT) be from registered dealers to avail the benefits under
REITs are investment vehicles that own, operate and the composition scheme. If the norms are not
manage a portfolio of income-generating properties followed, they would have to pay tax at 18%. Also, if
for regular returns. It pools funds from a number of the cement is purchased from an unregistered entity it
investors and invests them in rent generating would attract a tax of 28%.
properties. The Securities and Exchange Board of The rate cut for under-construction property from 12%
India (SEBI) requires Indian REITs to be listed on to 5% (without) input tax credit will help reduce price
exchanges and to make an initial public offer to raise for high-end properties and lend sentiment boost to lift
money. demand for under-construction projects. Lower GST
rates and infrastructure status to affordable housing
The Indian commercial real estate market is
from the Government have stoked up the demand
estimated to provide 294 million sq. ft. of REITable
further. The reduced prices have boosted the housing
space from the existing office stock, according to
sales to 6% in eight major cities. (Source: Business
JLL’s report. It also specifies that these REITable
Line)
assets would be valued at US$ 35 billion. The

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GST on premium, non-affordable housing projects


Rate till March 31, 2019 Rate from April 1, 2019
GST rates 12% 5%
With ITC Without ITC
GST on affordable housing projects
Rate till Jan 2018 Rate till March 31, 2019 Rate from April 1, 2019
GST Rates 12% 8% 1%
With ITC With ITC Without ITC

Real Estate Regulation and Development Act increased the developers’ debt burden and led to a rise
(RERA) in overall systemic debt to real estate. As per the RBI,
NBFCs exposure to the real estate sector has more
The Indian realty entered a new archetype with the
than quadrupled from ` 0.4 trillion in FY 2010 to over
implementation of RERA Act, 2016. It proved to be a
`2.2 trillion in FY 2018. From FY 2016 to FY 2017
path-breaking law by reviving buyers' confidence and
alone, NBFC credit to commercial real estate jumped
making developers cautious in the short term.
from ` 566 billion to ` 958 billion.
Under RERA, developers are required to file all the data
It can be said that, the NBFC crisis did impact the real
regarding their projects, all approvals must be in place
estate sector, though selectively and the most
and the funds are kept in a separate escrow account so
challenging phase of the crisis seems to now be over
that there is no diversion of money. Hence, domestic
led by the liquidity infusion by the Government. Hence,
and foreign investments have increased as investors
NBFCs and real estate sector both are on its way
are viewing the Indian real estate with a revived vigour
towards a steady recovery.
led by increased transparency and credibility. The
unorganised players are also consolidating as they are Real Estate Outlook: A year ahead with
struggling to comply with strict norms under RERA. opportunities and challenges
Thus, making it clear that only those who conduct their Over the past few years, real estate sector has become
business transparently will survive in future. These a preferred asset class for investments. India is among
steps will benefit the buyers’ by assuring them of a the top ten price appreciating housing markets
quality product within the specified timelines. internationally. Demand for residential properties has
Further, funding from banks are also improving as they scaled up due to increased urbanisation and rising
are becoming more confident to lend to RERA household income. Growing requirements of space
approved projects. The bank funding to developers is from education and healthcare, e-commerce and
up by 6.3% over the previous year, with outstanding logistics sectors have added to the prospects.
loans to the sector at ` 1,87,200 crores at the end of The commercial space is expected to remain the most
August 31, 2018. The loans had witnessed a de-growth buoyant force in the sector. Growing demand for Grade
of 3.1% at the same time previous year (Source: DNA A office spaces across major cities, including new
India). sectors like co-working spaces that is further expected
Impact of the Liquidity Crisis to push the demand for commercial properties. The
The liquidity tightening in the second half of 2018, government’s push towards promoting start-ups and
which restricted sales, particularly in Mumbai and NCR. developing smart cities will create a lucrative
The financial sector crisis was the result of an asset- environment for businesses to expand
liability mismatch by NBFCs, which led to a decline in A massive thrust on infrastructure by the Government,
funding from banks. NBFCs and HFCs changed their including significant capital expenditure for roads,
asset portfolio mix with a higher share of long-term railways, development of smaller airports and
lending to builders against projects where the sources expansion of schools and hospitals at the outskirts will
of fund remained short-term instruments largely. As a benefit this segment further.
result, the liquidity crisis led NBFCs to delay payments
of sanctioned loans thereby stranding projects under The stringent measures enforced by RERA act has
construction. Further, the cost of funding increased the erased out non-serious players. It has allowed only
borrowing rates for developers by 100-150 bps, which credible developers with proven track record to drive

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the market, both organically and via consolidation. post RBI's February repo rate cut. In the interim budget,
Driven by increasing transparency, accountability and the government announced various incentives for
returns, private investments in the sector have surged. purchase of second homes.
The Real Estate Investment Trusts (REIT) listings in Demand currently outstrips supply marginally, leading
2019 will further infuse liquidity in commercial real to reducing inventory levels. If near-term supply ramps
estate by fuelling demand for office space. up fast, it may lead to a halt in the recovery. Total debt at
Outlook a systemic level for the sector is alarming and if it is not
Despite the easing situation, liquidity tightening in the resolved soon, the sector may plunge into an abyss.
system is still a concern for stakeholders in the sector. The affordable housing took centre-stage in residential
Further, 2019, being an election year might not real estate. Affordable housing, backed by a series of
substantially impact property prices but could slow Government sops during 2018, kept the residential
down policy clearances and infrastructure projects supply momentum ticking. In sharp contrast to earlier
critical to the sector. A stable government at the centre years where the ‘affordable’ tag was less preferred,
in 2019 will further boost the growth in the sector. While, 2018 saw almost every real estate developer –
oversupply in the mid and premium segments may still regardless of market footprint and previous category
take time to narrow, the big areas of growth in realty will orientations – eager to take a bite out of the affordable
come from low-cost housing, smart cities and housing pie. The growing demand from home buyers
commercial segment. Overall, the real estate sector in along with the incentives offered by the Government
India is expected to reach US$ 1 trillion by 2030 and will under Pradhan Mantri Awas Yojana (PMAY) pushed
contribute 13% to the country’s GDP by the year 2025. developers towards the affordable segment. Affordable
housing, aided by subsidy on PMAY, has been a key
Residential Segment phrase this year, giving customers various benefits.
The series of regulatory and business environment During 2014-18, 1.53 crore houses were built under the
changes (GST, RERA, demonetization, NBFC liquidity PMAY scheme. PMAY approved over 4 lakh houses,
crisis) didn’t just disrupt the Indian residential real increasing the total number of houses sanctioned
estate sector but changed its very dynamics. As per a under this scheme to 72.5 lakh.
recent Consumer Survey, 81% respondents which
Company Overview
covers both resident and non-resident Indians (NRIs),
believe that Indian real estate has become more Incorporated in 1985, Ajmera Realty and Infra Limited
credible and efficient. (Ajmera) has over three decades of experience in
providing the residential and rented commercial
According to Knight Frank’s The Wealth Report, Delhi properties. The quality, innovative construction
saw a drop in average prime property price by 2.3% in technology, comfort, aesthetic appeal and maximum
2017. However, in 2018 the average prime property value are few attributes that enrich the Company with
price witnessed a rise by 1.4%. Mumbai remained the the belief that people have entrusted in them. The
most expensive prime residential city market, with Company creates values through varied presence and
prime property price seen at ` 64,649 per sq.ft. in Q1 integrated approach. Ajmera enjoys strong presence in
2019; this has seen a price increment of 0.3% when the cities like Mumbai, Bengaluru, Ahmedabad in India
compared to average prime property price at ` 64,432 as well as in foreign countries such as Bahrain and UK.
per sq.ft. in 2018 . While Bengaluru witnessed 0.8%
rise with average prime property price at ` 19,296 per Financial and Operations Review
sq.ft. in 2018. In the first quarter of 2019, prime property The Company displayed a balanced financial and
price of Bengaluru was seen at ` 19,447 per sq.ft. operating growth despite the economic slowdown
during the FY 2018-19. Our total income increased by
The total unsold inventory levels have improved at the
18.21 % in FY 2018-19 to ` 35,723.78 Lakhs against
end of 2018 and are estimated to be 4,68,372 units,
`30,221.21 Lakhs in the previous year. EBIDTA
which were lower by 1% since end of 2017 and close to
(Earnings before interest, tax, depreciation and
30% lower than 2016. The launches of new homes rose
amortisation) decreased to ` 13214.30 Lakhs in FY
sharply by 76 per cent to 1,82,207 units in the eight
2018-19 from ` 13,676.17 Lakhs in FY 2017-18. PAT
cities. The rise in demand is owing to sops in the interim
(Profit after Tax) decreased from ` 7,607.12 Lakhs in
budget, GST rate cuts and lowering of home loan rates
FY 2017-18 to `6,562.91 Lakhs in FY 2018-19.

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(` in Lakhs)
Particulars March 31, 2019 March 31, 2018 Growth % over
March 2018
Assets
Advances 53,997.17 44,409.02 21.59%
Investments 13,417.12 11,728.85 14.39%
Others 89,383.38 76,137.51 17.40%
Total Assets 1,56,797.67 1,32,275.38 18.54%
Liabilities
Shareholder’s funds (inclusive of reserves) 55,824.12 50,446.80 10.66%
Deposits - - -
Borrowings 67,211.73 31,246.95 115.10%
Others 33,761.82 50,581.63 (33.25%)
Total Liabilities 1,56,797.67 1,32,275.38 18.54%

City-wise Project details: rail and air. The road network to Yelahanka is one of the
Mumbai best in entire Bengaluru.
The Company has significant presence in Mumbai Ajmera Nucleus
through its super luxury high rise property, Ajmera i-Land. The Company aspire to create joyful and wholesome
The project promises a world of designer living with experience for its customers. A passion for building the
serene majesty of nature as well as the advantages of a perfect living experience has resulted in our newest
world-class township. Located at Wadala, the project is offering- ‘Nucleus’. The Project is spread across approx.
highly interconnected and integrated new age living 5.5 acres of land with efficient design and amenities. It
destination. consists of 2 & 3 BHK deluxe apartments that are
The project offers three Hi-rise towers, AEON, ZEON and strategically located close to key business destinations
TREON with calming views of the sprawling nature as and travel points. Also, it is 360° connected to all the
well as the breath-taking cityscape. It has lavished major parts of the city via Proposed Peripheral ring road
lifestyle amenities within it's complex as well as excellent and Nice road.
connectivity and proximity to city's prominent work, Ahmedabad
leisure or entertainment destinations. Also, it has a sports Ahmedabad is transforming into an urban landscape. It is
academy within the vicinity for all age groups, township also a house hunter's dream destination. All these factors
area with access to schools, open markets, Health make it an attractive destination that contributes to the
centres, commercial hubs, recreational zones and growth of real estate market. Further, the expansion of
leisure avenues. It is Mumbai's only integrated township the Municipal Corporation limits, increasing connectivity,
connected with the Monorail and Eastern Freeway. Our robust development of basic infrastructure and the
project Zeon has been delivered, Treon is nearing growth of Ahmedabad as a commercial and industrial
completion and given for fit outs whereas AEON has hub fuel the growth prospects.
received part OC. Enigma and Casa Vyoma are the two iconic projects at
We have plans for further development of 30 Acres of Ahmedabad. Ajmera Enigma has been completed and
balance land at Wadala (including existing projects). Casa Vyoma’s phase 1 is delivered and phase 2's OC is
Bengaluru expected soon. Ajmera Enigma has been completed and
Ajmera Lugaano looks like a masterpiece. This project is attracting new
Lugaano is located in the heart of North Bengaluru, at investors to explore the world of royalty. The Casa
Yehlanka. The location is surrounded by 105 acres of Vyoma, spread across 6 acres of Vastrapur, is nearing
lake. Higher altitude from the mean sea level makes it possession.
lush green and keeps the weather pleasant year-round. Kanjurmarg
The 11 acres of land has lake view homes which offer all The project is spread across approximately 1.2 million
essential avenues of convenience. The project mainly sq.ft which will be launched in the current financial year
caters to the mid income segment of housing. Also, it has 2019-20 with all the necessary approvals in pipeline. Out
great infrastructure, education and job opportunities in of 67 acres of land, we are launching 7 acres of land in 1st
the outskirts of city with an excellent connectivity by road, Phase with a combination of Residential and Commercial
complexes.

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International Presence to attract, retain and recognise talent. Being


London entrepreneurial in spirit, we encourage fresh minds and
Ajmera Realty & Infra India Limited is expanding innovative ideas.
internationally by investing in the prime location of We believe that our integrated yet decentralised way of
London. The population in London is expected to rise and working provides our employees with the opportunity to
it being the commercial centre will increase the demand develop leadership capabilities and business acumen.
for houses with the increased transport links. We have They gain valuable insights by balancing professional
identified number of growth areas and came up with five knowledge with perspectives learned through industry
projects spread across the city. Our residential projects experience and customer relationships. As on March 31,
include Kingston, Hemel Hempstead, Southall, Bishops 2019, the Company has a strong workforce of 412
Avenue and Liver Pool. employees across group. Effective training programmes,
The Company has selected Kingston area because of its on-the-job opportunities, rewards and recognition help to
pleasant and serene surroundings. The project is a joint encourage superior performance and a competitive
venture between the Company and the local developer of mind-set.
United Kingdom (UK) through its wholly owned Internal Control Systems and Risk Management
subsidiary known as “Ajmera Corporation UK Limited”. Mechanism
The Company plans to construct five complex houses The Company has proactive approach to manage and
which are in the initial stage of development, catering to mitigate the risks. The Company commitment towards
Mid Income Segment in housing residential zones. effective risk management is for the sustainable growth
These are small projects with low investments, high and creating value for stakeholders. The well drafted risk
returns along with low gestation period. management framework, consistently enhances our
Bahrain ability to anticipate risks, take pre-emptive measures and
The Company entered into a strategic joint venture with respond with agility and confidence in managing them.
Kooheji Golden Gate (KGG) - owned by Al Kooheji family The Company believes that proactive risk management
who are deeply rooted in the Kingdom and widely is a vital element for good corporate governance. Thus,
respected. The collaboration will help Ajmera to spread helps in identifying the risk, exposure, potential impact,
its international presence in Bahrain. mitigation process, non-business risk among others.
Golden Gate project in Bahrain is a gateway to luxury These risks are timely reviewed by the board and
living in Manama’s newest prestige development. With mitigations strategies are suggested to reduce the
746 luxury apartments, two towers, 45 and 53 levels impact. All this will help the Company to achieve
respectively, it will be the highest residential tower in the favourable results.
country. We had launched the project of 450 apartments The Company has all the main processes laid out to
in November, 2018 and out of that, we are happy to book assure timely feedback on completion of operational and
sale of 178 apartments (40% sale) within 8 months. Our strategic goals, compliance with policies, procedures,
success in Golden Gate was a herculean effort by whole laws and regulations, safeguarding of asset and efficient
team to deliver one of the biggest concrete pour (3,600 use of resource.
cubic meter) of RAFT foundation within 62 working hours The Company’s Internal Auditor reviews the
by 350 operators using 950 RMX Mix Trucks. effectiveness of internal control on a regular basis to
Over 140,000 square meters of built up space offers the avoid fraud or any other issue arising in the daily
buyers stunning views, a superior canal & seaside living operational activities.
experience. Located in the heart of Bahrain Bay, Golden Cautionary Statement
Gate is just 15 minutes’ drive from the Bahrain Statement in this Management Discussion and Analysis
International Airport. This landmark development will describing the Company’s objectives, projections,
feature residential, commercial, retail, tourism, and estimates, expectations or predictions may be “forward-
public amenities, all cooled from an innovative and looking statements” within the meaning of applicable
environmentally sound central facility. laws and regulations. Actual results could differ
Golden Gate represents an opportunity for well- materially from those expressed or implied. Important
appointed buyers with a desire to experience the very factors that could make a difference to the Company’s
best in modern living. This ambitious undertaking has operations include raw material availability and prices,
been nine years in the making and promises modern cyclical demand and pricing in the Company’s principal
hospitality and world-class business centres. markets, changes in Government regulations, tax
Human Resource regimes, economic developments within India and the
The Company provides a work environment that countries in which the Company conducts business and
encourages free expression of opinion, decision making other incidental factors.
and responsible execution of the task. We are committed

76 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

Corporate Governance Report


The Directors present the Company’s Report on Directors. Out of the Six Directors, three are
Corporate Governance, pursuant to the Securities Independent Directors. The composition of the
and Exchange Board of India (Listing Obligations and Board is in conformity with Regulation 17 of the
Disclosure Requirements) Regulations, 2015, for the SEBI Listing Regulations read with Section 149 of
year ended 31st March 2019. the Act.
COMPANY’S PHILOSOPHY ON CORPORATE None of the Directors on the Board holds
GOVERNANCE directorships in more than ten public companies.
None of the Independent Directors serves as an
Effective Corporate Governance Practices constitute
independent director on more than seven listed
the strong foundation on which successful enterprises
entities. Necessary disclosures regarding
are built to last. The Company’s philosophy on
Committee positions in other public companies as
corporate governance oversees business strategies
on March 31, 2019 have been made by the
and ensures fiscal accountability, ethical corporate
Directors. None of the Directors is related to each
behaviour and fairness to all stakeholders comprising
other.
regulators, employees, customers, vendors,
investors and the society at large. Independent Directors are non-executive directors
as defined under Regulation 16(1)(b) of the SEBI
Strong leadership and effective corporate
Listing Regulations read with Section 149(6) of the
governance practices have been the Company’s
Act along with rules framed thereunder. In terms of
hallmark inherited from the Ajmera’s culture and
Regulation 25(8) of SEBI Listing Regulations, they
ethos. The Company has a strong legacy of fair,
have confirmed that they are not aware of any
transparent and ethical governance practices. The
circumstance or situation which exists or may be
Company has adopted a Code of Conduct for its
reasonably anticipated that could impair or impact
employees including the Managing Director and the
their ability to discharge their duties. Based on the
Executive Directors. In addition, the Company has
declarations received from the Independent
adopted a Code of Conduct for its non-executive
Directors, the Board of Directors has confirmed
directors which includes Code of Conduct for
that they meet the criteria of independence as
Independent Directors which suitably incorporates
mentioned under Regulation 16(1)(b) of the SEBI
the duties of independent directors as laid down in the
Listing Regulations and that they are independent
Companies Act, 2013 (“the Act”). The Company’s
of the management.
corporate governance philosophy has been further
strengthened through the Code of Conduct to Four Board Meetings were held during the year
regulate, monitor and report trading by Designated under review and the gap between two meetings
Persons and the Code of Practices and Procedures did not exceed one hundred and twenty days. The
for fair Disclosure of unpublished Price sensitive said meetings were held on:24th May, 2018; 26th
Information. The Company has in place an July, 2018; 5th November, 2018; 4th February,
Information Security Policy that ensures proper 2019. The necessary quorum was present for all
utilization of IT resources. The Company is in the meetings.
compliance with the requirements stipulated under The names and categories of the Directors on the
Regulation 17 to 27 read with Schedule V and clauses Board, their attendance at Board Meetings held
(b) to (i) of sub-regulation (2) of Regulation 46 of during the year under review and at the last Annual
Securities and Exchange Board of India (Listing General Meeting (“AGM”), name of other listed
Obligations and Disclosure Requirements) entities in which the Director is a director and the
Regulations, 2015 (“SEBI Listing Regulations”), as number of Directorships and Committee
applicable, with regard to corporate governance. Chairmanships / Memberships held by them in
BOARD OF DIRECTORS other public limited companies as on March 31,
2019 are given herein below. Other directorships
• Composition:
do not include directorships of private limited
As on March 31, 2019, the Company has Six companies, foreign companies and companies

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2 - 20 22 - 38

registered under Section 8 of the Act. Further, none of them is a member of more than ten committees or chairman
of more than five committees across all the public companies in which he/she is a Director. For the purpose of
determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and
Stakeholders’ Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing
Regulations.

Name of Director Category No. of Board Whether No. of Directorships No. of Committee Directorships in
meetings attended in other Public positions held in other Listed
attended last AGM Companies other Public Companies Companies
held on
21st Chairman Director Chairman Member Executive Non-
September, Executive
2018

Rajnikant S. Ajmera Executive 4 Yes - 2 - - - -


Chairman &
Managing
Director
Manoj I. Ajmera Executive 4 Yes - 1 - - - -
Managing
Director
Sanjay C. Ajmera Executive 4 Yes - 1 - - - -
Whole Time
Director
Ambalal C. Patel Non-Executive 4 Yes 1 2 1 7 - 3
Independent
Director
Aarti R. Ramani Non-Executive 4 Yes - 1 2 - - 1
Woman
Independent
Director
K. G. Additional 2 No - 6 4 10 - 2
Krishnamurthy* Non-Executive
Independent
Director
* Appointed w.e.f. 5th November 2018.

Notes:
1) There are no Inter-se relationships between our Board members. The Company doesn’t have pecuniary
relationships with any of the Non-executive Directors.
2) This is as per Regulation 26 of Listing Regulation, the disclosures includes membership / chairpersonship of the
audit committee and stakeholders relationship Committee in Indian Public Companies (Listed and Unlisted).
3) During FY 2019, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been
placed before the Board for its consideration.
During FY 2019, 1 (one) meeting of the Independent Directors was held on 19th March, 2019. The Independent
Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of
the Company, taking into account the views of executive directors and non-executive directors.
The Board periodically reviews the compliance reports of all laws applicable to the Company.

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Details of equity shares of the Company held by the Directors as on March 31, 2019 are given below:
Name of Director Category No. of shares
Rajnikant S. Ajmera Executive Director 0
Sanjay C. Ajmera Executive Director 0
Manoj I. Ajmera Executive Director 0
Ambalal C. Patel Non-Executive Director-Independent Director 1
Aarti M. Ramani Non-Executive Director-Independent Director 0
K. G. Krishnamurhty Non-Executive Additional -Independent Director 0
The Company has not issued any convertible instruments.
• Chairman of the Board and his responsibilities: developments and standards and acquisitions for
Mr. Rajnikant S. Ajmera is the Chairman of the enhancing shareholder value and implementing
Board of the Company. The Chairman leads the the organizations vision ,mission and overall
Board and is responsible for fostering integrity on direction.
the Board while nurturing a culture where the The MD acts as link between the Board and the
Board works harmoniously for the long-term Management and is also responsible for leading
benefit of the Company and all its stakeholders. and evaluating work of other executive leaders
The Chairman is primarily responsible for ensuring including CFO/V.P.Accounts and Finance as per
that Board provides effective governance to the the organizations structure.
Company.
• Cer t i fi c at i o n f r o m Co m p an y Sec r et ar y i n
The Chairman presides over the meetings of the Practice:
Board and of the Shareholders of the Company,
Haresh Sanghvi, Practising Company Secretary,
and takes a lead role in managing the Board and
has issued a certificate as required under the
facilitate effective communication among
Listing Regulations, confirming that none of the
directors. He is responsible for overseeing matters
directors on the Board of the Company has been
pertaining to governance, including the
debarred or disqualified from being appointed or
organization, composition and effectiveness of the
continuing as director of companies by the SEBI /
Board and its committees, and the performance of
Ministry of Corporate Affairs or any such statutory
individual directors towards fulfilling their
authority. The certificate is enclosed with this
r e s p o n s i b i l i ti e s . Th e C h a i r m a n p r o v i d e s
independent leadership to the Board, identifies section as “ Annexure - A”.
guidelines for the conduct and performance of • Board membership criteria:
directors and oversees the management of the The Company inducts eminent individuals from
Board’s administrative activities such as meetings, diverse fields as directors on its Board. The
schedules, agenda, communication and nomination and remuneration committee works
documentation. The Chairman is also responsible with the entire Board to determine the appropriate
for the overall strategy of the Company. characteristics, skills and experience required for
• CEO/MD and his responsibilities: the Board as a whole and for individual members.
Mr. Manoj I. Ajmera is the Managing Director (MD) Members are expected to possess the required
of the Company. qualifications, integrity, expertise and experience
for the position. They should also possess deep
The CEO/MD is responsible for executing expertise and insights in sectors as are relevant to
corporate strategy in consultation with the Board, the Company, and ability to contribute to the
brand equity, planning, external contacts and all Company's growth.
matters related to the management of the
Company. He is also responsible for achieving Based on the disclosures received from all the
annual and long term business targets, independent directors and also in the opinion of the
maintaining awareness of both external and Board, the independent directors fulfill the
internal competitive landscape, opportunities for conditions specified in the Companies Act, 2013
expansion, customers markets, new industry and the Listing Regulations.

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• Key Board qualifi cations, expertise and attributes:


The Company management comprises qualified members who bring in the required skills, competence and
expertise that allow them to make effective contributions to the Board and its committees. The Board members are
committed to ensuring that the Board is in compliance with the highest standards of corporate governance.
The Board has identified the following skills/expertise/compentencies fundamental for the effective functioning of
the company which are currently available with the Board.

Global Business Understanding, of global business dynamics, across various geographical markets,
industry verticals and regulatory jurisdictions.
Strategy and Planning Appreciation of long-term trends, strategic choices and experience in guiding and
leading management teams to make decisions in uncertain environments.
Governance Experience in developing governance practices, serving the best interests of all
stakeholders, maintaining board and management accountability, building long-term
effective stakeholder engagements and driving corporate ethics and values.

• Selection of new directors: overall effectiveness. The Directors completed


The Board is responsible for the selection of new questionnaires providing feedback on functioning
directors. The Board delegates the screening and of the Board, Committees and Chairman of the
selection process to the nomination and Board. The feedback obtained from the
remuneration committee, which consists interventions is discussed in detail and where
exclusively of independent directors. The required, independent and collective action points
committee, based on defined criteria, makes for improvement are put in place.
recommendations to the Board for the induction of • Support and Role of Company Secretary:
new directors. The Company Secretary is responsible for
• Independent Directors Meetings (IDs): convening the Board and Committee meetings,
A meeting of the Independent Directors was held preparation and distribution of Agenda and other
on 19th March,2019, to discuss the performance of documents and recording of the Minutes of the
Non-Independent Directors, evaluation of meetings and acts as interface between the Board
performance of the Chairman and the evaluation of and the Management and provides required
the quality, content and timelines of flow of assistance and assurance to the Board and the
information between management and the Board Management on compliance and governance
that is necessary for the Board to effectively and aspects.
reasonably perform its duties. The suggestions • Induction and Training:
made by the Independent Directors were All Board members of the Company are afforded
discussed at the Board meeting and are being every opportunity to familiarize themselves with the
implemented. Company, its management, its operations and
• Performance evaluation of Board: above all, the Industry perspective and issues.
The Board carries out an annual evaluation of its They are made to interact with senior management
own performance, as well as the working of its personnel and pro-actively provided with relevant
Committees. The Board works with the Committee news, views and updates on the Company and
to lay down the criteria for the performance sector. All the information/documents sought by
evaluation. The contribution and impact of them is/are also shared with them for enabling a
individual Director is reviewed through a peer good understanding of the Company, its various
evaluation on parameters such as level of operations and the industry of which it is a part.
engagement and participation, flow of information, Details regarding familiarization programme
independence of judgment, conflicts resolution imparted by the Company is available on our
and their contribution in enhancing the Board’s website at http://aril.co.in./download/famil-
iarisation-programe-for-indep,Dirs.pdf

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• Succession Planning: committee and placed before the shareholders at


The nomination and remuneration committee the shareholder's meeting or via postal ballot.
works with the Board on the leadership succession As required under the Listing Regulations effective
plan to ensure orderly succession in appointments April 1, 2019, the nomination and remuneration
to the Board and in senior management. The committee will recommend to the Board the
Company strives to maintain an appropriate payment of remuneration to senior management.
balance of skills and experience within the The Nomination and Remuneration Policy of the
organization and the Board in an endeavor to Company is available on our website at:
introduce new perspectives while maintaining www.aril.co.in
experience and continuity. The compensation payable to the independent
By integrating workforce planning with strategic directors is limited to a fixed amount per year as
business planning, the Company puts the determined and approved by the Board, the sum of
necessary financial and human resources in place which does not exceed 1% of net profits for the
so that its objectives can be met. year, calculated as per the provisions of the
Our Board includes 6 (six) directors with broad and Companies Act, 2013. The Board reviews the
diverse skills and viewpoints to aid the Company in performance of independent directors on an
advancing its strategy. In addition, promoting annual basis. However the Independent Directors
senior management within the organization fuels are not withdrawing any remuneration except
the ambitions of the talent force to earn future sitting fees.
leadership roles. In accordance with the Listing Regulations, no
• Compensation policy: employee, including key managerial personnel or
director or promoter of a listed entity, shall enter
The nomination and remuneration committee
into any agreement for himself or on behalf of any
determines and recommends to the Board the
other person, with any shareholder or any other
compensation payable to the directors. All Board-
third party with regard to compensation or profit-
level compensation is approved by the
sharing in connection with dealings in the securities
shareholders and disclosed separately in the
of the Company, unless prior approval for the same
financial statements. The committee makes a
has been obtained from the Board of Directors as
periodic appraisal of the performance of the
well as public shareholders by way of an ordinary
executive directors based on a detailed
resolution. During the year, there were no such
performance matrix. The annual compensation of
instances.
the executive directors is approved by the

Remuneration paid to Directors and KMP are:


Name of Director Sitting Fixed Perquisites Variable Bonus Total
/KMP Fees Salary (Amt in Rs.)
Mr. Rajnikant S. Ajmera - 1,33,63,200 - - 11,13,600 1,44,76,800
Mr. Manoj I. Ajmera - 97,56,000 - - 8,13,000 1,05,69,000
Mr. Sanjay C. Ajmera - 51,50,400 - - 4,29,200 55,79,600
Mr. O.P. Gandhi - 63,68,040 - - 5,30,670 68,98,710
Ms. Harshini D. Ajmera - 9,38,934 - - 78,244 10,17,178
Mr. Ambalal C Patel 1,57,000 - - - - 1,57,000
Mrs. Aarti M. Ramani 1,57,000 - - - - 1,57,000
Mr. K. G. Krishnamurthy** 45,000 - - - - 45,000
Mr. Jagdish J. Doshi* 72,000 - - - - 72,000

*Mr. Doshi ceased to be a Director with effect from 14th August 2018 on account of his sad demise.
** Appointed w.e.f. 5th November, 2018.

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• Board Meetings:
Schedule and selection of agenda items for Board Meetings.
The tentative dates of Board meetings for the next fiscal are decided in advance and published in the Annual Report
as part of Shareholder information. The Chairman and the Company Secretary draft the agenda for each meeting,
along with explanatory notes, in consultation with the CEO / MD, and distribute these in advance to the directors.
Every Board member can suggest the inclusion of additional items in the agenda. The Board meets at least once a
quarter to review the quarterly results and other items on the agenda, and also on the occasion of the AGM.
Additional meetings are held when necessary. Independent directors are expected to attend at least four quarterly
Board meetings and the AGM. Committees of the Board usually meet the day before the Board Meeting, or
whenever the need arises for transacting business. The Board members are expected to rigorously prepare for,
attend and participate in Board and applicable committee meetings. Each member is expected to ensure their
other current and planned future commitments do not materially interfere with their responsibilities with us.

During the year ended March 31, 2019, Four (4) Board meetings were held. These were held on 24th May, 2018, 26th
July, 2018, 5th November, 2018 and 4th February, 2019. The details of attendance are as follows:

Board Meeting and AGM attendance of directors during fiscal 2019


Name of Directors AGM Board Meetings
September 21, May 24, July 26, November 5, February 4, Held during Attended % of
2018 2018 2018 2018 2019 tenure attendance

Rajnikant S. Ajmera 3 3 3 3 3 4 4 100%

Manoj I. Ajmera 3 3 3 3 3 4 4 100%

Sanjay C. Ajmera 3 3 3 3 3 4 4 100%

Ambalal C. Patel 3 3 3 3 3 4 4 100%

Aarti M. Ramani 3 3 3 3 3 4 4 100%

K. G. Krishnamurthy* - - - 3 3 2 2 100%

J. J. Doshi ** - 3 3 - - 2 2 100%

* Appointed as Non-Executive Additional Independent Director w.e.f. 5th November 2018.


** Ceased to be Direction due to his sad demise on 14th August 2018.

• Availability of information to Board members the committees, to the Board for its approval. As a
process, information to directors is submitted along
The Board has unrestricted access to all
with the agenda well in advance of Board meetings.
Company-related information, including that of our
Inputs and feedback of Board members are taken
employees. At Board meetings, managers and
and considered while preparing the agenda and
representatives who can provide additional
documents for the Board meetings.
insights into the items being discussed are invited.
Information is provided to the Board members on a • Materially signifi cant related party transactions
continuous basis for their review, inputs and There have been no materially significant related
approval. Strategic and operating plans are party transactions, monetary transactions or
presented to the Board in addition to the quarterly relationships between the Company and its
and annual financial statements. Specific cases of directors, the Management, subsidiaries or
acquisitions, important managerial decisions, relatives, except for those disclosed in the Board's
material positive / negative developments and report. Detailed information on materially
statutory matters are presented to the committees significant related party transactions is provided in
of the Board and later, with the recommendation of Board's report.

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BOARD COMMITTEES
The Board, as on March 31, 2019 had FOUR committees: Audit Committee (AC), Corporate Social Responsibility
(CSR) Committee, Nomination and Remuneration Committee (NRC) and Stakeholders Relationship Committee
(SRC). All committees except the CSR committee consist entirely of independent directors.

Name of Director Board Audit Corporate Nomination Stakeholders


Committee Social and Relationship
Responsibility Remuneration Committee
Committee Committee
Rajnikant S. Ajmera Chairperson Member Chairperson - Member
Manoj I. Ajmera Member - Member - Member
Sanjay C. Ajmera Member - - - -
Ambalal C. Patel Member Chairperson Member Member -
Aarti M. Ramani Member Member Chairperson Chairperson
K. G. Krishnamurthy Member - - Member -
Total No. of Members 6 3 3 3 3
A) AUDIT COMMITTEE them. The audit committee is responsible for
Our audit committee comprised three directors i.e. recommending selection, evaluation and, where
two (2) Non-Executive Directors and one (1) appropriate, replacing the independent auditors in
Executive Director as on March 31, 2019: accordance with the law. All possible measures are
taken by the committee to ensure the objectivity and
1) Rajnikant S. Ajmera independence of the independent auditors.
2) Ambalal C. Patel We are listed on the BSE Limited (BSE) and the
3) Aarti M. Ramani National Stock Exchange of India Limited (NSE). The
The primary objective of the audit committee is to audit committee charter containing exhaustive terms
monitor and provide an effective supervision of the of reference was amended on April 12, 2019 and the
Management's financial reporting process, to ensure Board accepted all recommendations made by the
accurate and timely disclosures, with the highest audit committee.
levels of transparency, integrity and quality of financial The Audit Committee attendance:
reporting. The committee oversees the work carried The Audit Committee held Four (4) meetings during
out in the financial reporting process by the the year ended 31st March,2019.These were held on
Management, the internal auditors and the 24th May, 2018, 26th July, 2018, 5th November, 2018
independent auditors. The committee also notes the and 4th February, 2019.
processes and safeguards employed by each of
The attendance details of which are as follows:
Name of Directors Attendance at the meeting held on -
Held during % of
May 24, July 26, November 5, February 4, Attended
tenure attendance
2018 2018 2018 2019
Ambalal C. Patel 3 3 3 3 4 4 100%
Rajnikant S. Ajmera 3 3 3 3 4 4 100%
Aarti M. Ramani 3 3 3 3 4 4 100%
Jagdish J. Doshi * 3 3 - - 2 2 100%

* Ceased to be Director due to his sad demise on 14th August, 2018.

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Corporate Overview Notice
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The Committee granted omnibus approval for related ix. Letters of Statutory Auditors to management
party transactions proposed to be entered into by the on internal control weakness, if any,
company during fiscal 2019.On periodic basis ,the
x. Major non routine transactions recorded in the
committee reviewed and approved transactions of the
financial statements involving exercise of
Company with related parties and recommended to
judgment by the management,
the Board approval as and when necessary.
xi. Recommend to the Board the appointment, re-
• Terms of Reference
appointment and, if required the replacement
The terms of reference of the Audit Committee are or removal of the statutory auditors and cost
as per the guidelines set out in the listing auditors considering their independence and
regulations read with section 177 of the effectiveness, and recommend the audit fees,
Companies Act, 2013. This broadly includes:
xii. Subject to review by the Board of Directors,
i. Develop an annual plan for Committee; review on quarterly basis, Related Party
Transactions entered into by the Company
ii. Review of financial reporting processes;
pursuant to each omnibus approval given.
iii. Review of risk management, internal control
• Permanent Invitees
and governance processes;
The Chief Financial Officer, Associate V.P.
iv. Discussions on quarterly, half yearly and
(Accounts and Finance), the Statutory Auditor and
annual financial statements and the auditor’s
the Internal Auditor are permanent invitees to the
report;
Committee to provide inputs on issues relating to
v. Interaction with statutory, internal and cost internal audit findings, internal controls, accounts,
auditors to ascertain their independence and taxation, risk management etc.
effectiveness of audit process;
The Company Secretary acts as a Secretary to the
vi. R e c o m m e n d a t i o n f o r a p p o i n t m e n t , Committee.
remuneration and terms of appointment of
The Audit Committee acts as a link between the
auditors and
management ,the statutory and internal auditors
vii. Risk management framework concerning the and the Board.
critical operations of the Company.
In addition to the above, the Audit Committee also
reviews the following: B) CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE
i. Matter included in the Director’s Responsibility
Statement, The Corporate Social Responsibility (CSR)
Committee comprises of Mr. Rajnikant S. Ajmera, Mr.
ii. Changes, if any, in the accounting policies, Manoj Ajmera and Mr. Ambalal C. Patel
iii. Major accounting estimates and significant The Company Secretary acts as a Secretary to the
adjustments in financial statement, Committee.
iv. Compliance with listing and other legal During the year ended on 31st March, 2019 Two (2)
requirements concerning financial statements, meetings were held on 20th November, 2018 and 20th
v. Disclosures in financial statement including March, 2019.
related party transactions, The CSR Committee prescribes the activities as
vi. Qualification in draft audit report, specified in CSR Policy and Schedule VII of the Act;
monitors the expenditure incurred on the specified
vii. S c r u t i n y o f i n t e r - c o r p o r a t e l o a n s & activities and monitors the implementation of
investments, Corporate Social Responsibility Policy of the
viii. Findings of any special investigations carried Company from time to time. The details of attendance
out either by the Internal Auditors or by the are given below:
external investigating agencies,

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Name of Directors Attendance at the meeting held on


Held during % of
November 5, March 20, Attended
tenure attendance
2018 2019
Rajnikant S. Ajmera 3 3 2 2 100%
Manoj I. Ajmera 3 3 2 2 100%
Ambalal C. Patel 3 3 2 2 100%

C) N O M I N A T I O N A N D R E M U N E R A T I O N election by the shareholders; and (ii) any Board


COMMITTEE vacancies that are to be filled. It may act on its own in
identifying potential candidates, inside or outside the
Our nomination and remuneration committee
Company, or may act upon proposals submitted by
comprised three independent directors as on March
the Chairman of the Board. The committee annually
31, 2019;
reviews and approvals for the CEO / MD, the
1) Ambalal C. Patel executive directors and executive officers: (a) the
annual base salary; (b) the annual incentive bonus
2) Aarti M. Ramani
including the specific performance-based goals and
3) K.G. Krishnamurthy amount; (c) change in control agreements/ provisions;
and (d) any other benefits, compensation or
Mr. J. J. Doshi ceased to be a member of the
arrangements.
committee effective 14th August, 2018.
It reviews and discusses all matters pertaining to
The purpose of the committee is to screen and review
candidates and evaluates the candidates, and
individuals qualified to serve as executive directors,
coordinates and oversees the annual self-evaluation
non-executive directors, key managerial personnel
of the Board and of individual directors. It also reviews
and independent directors, consistent with the criteria
the performance of all the executive directors on a
approved by the Board, and to recommend, for
periodic basis or at such intervals as may be
approval by the Board, nominees for election at the
necessary on the basis of the detailed performance
AGM. It also designs, benchmarks and continuously
parameters set for each executive director at the
reviews the compensation program for the Board and
beginning of the year. The committee may also
the CEO / MD against the achievement of measurable
regularly evaluate the usefulness of such
performance goals. The committee also reviews and
performance parameters, and make necessary
approves senior executive compensation to ensure
amendments.
that it is competitive in the global markets in which we
operate, to attract and retain the best talent. The Board amended the charter of the nomination and
remuneration committee on 30th March, 2019 The
The Committee makes recommendation to the Board
committee charter and policy are available on our
on candidates for (i) nomination for election or re-
website: www.aril.co.in.

Nomination and remuneration committee attendance


The committee held one (1) meeting during the year ended March 31, 2019. That was held on 22nd March, 2019. The
attendance details of the committee meeting are as follows:

Name of Directors Attendance at the meeting held on


Held during % of
March 22, Attended
tenure attendance
2019
Aarti M. Ramani 3 1 1 100%
K. G. Krishnamurthy 3 1 1 100%
Ambalal C. Patel 3 1 1 100%

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During the year, the committee approved and of the committee effective 5th November, 2018.
recommended a revised Nomination and
The Board has appointed Ms. Harshini D. Ajmera,
Remuneration Policy to the Board, which was
Company Secretary, as the Compliance Officer, as
adopted effective April 1,2019.The Board also
required under the Listing Regulations. The Board has
reviewed and adopted the revised Nomination and
also appointed Ms. Harshini D. Ajmera Company
Remuneration Committee Charter pursuant to the
Secretary as the Nodal Officer to ensure compliance
SEBI Listing Regulations, effective April 1, 2019. The
with the IEPF Rules.
revised policy and charter are available on the
Company’s Website, at h t t p : //w w w .ar i l .c o .i n / Stakeholders relationship committee report for
download/Remuneration%20Policy.pdf the year ended March 31, 2019.
D) STAKEHOLDERS RELATIONSHIP The committee assists the Board and the Company to
COMMITTEE oversee the various aspects of the interests of
stakeholders.
The Stakeholders relationship committee has the
mandate to review and redress stakeholder During the year, the committee:
grievances. • Reviewed and took note that 6 shareholders
grievances were received and all the grievances
Our Stakeholders relationship committee comprises
were resolved within a reasonable time;
as 1 (one) Independent Director as chairman and 2
(two) Executive Director as member as on March 31, • Took note of the unclaimed dividend and equity
2019; shares transferred to the Investor Education and
Protection Fund (IEPF) pursuant to the IEPF
1) Aarti M. Ramani Rules.
2) Rajnikant S. Ajmera The Board amended the charter of the committee
3) Manoj I. Ajmera effective April 1. 2019 and the same is available on the
Company's website.
Mr. Jagdish J. Doshi ceased to be a member effective
The committee is sufficiently satisfied that it has
14th August, 2018.
complied with its responsibilities as outlined in the
Mrs. Aarti M. Ramani was appointed as a chairperson committee charter.

• Stakeholders relation committee attendance


The Stakeholders relationship committee held Five (5) meetings during the year ended March 31, 2019. These were
held on 7th April, 2018, 7th July, 2018, 7th October, 2018, 5th November, 2018 and 7th January, 2019 The
attendance details of the stakeholders relationship committee meetings are as follows:

Name of Directors Attendance at the meeting held on


April 7, July 7, October 7, November 5, January 7, Held during Attended % of
2018 2018 2018 2019 2019 tenure attendance

Aarti M. Ramani - - - 3 3 2 2 100%


Rajnikant S. Ajmera 3 3 3 3 3 5 5 100%
Manoj I. Ajmera 3 3 3 3 3 5 5 100%
J. J. Doshi * 3 3 - - - 2 2 100%

* Ceased to be Director due to his sad demise on 14th August, 2018.

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The details of the complaints resolved during the The meeting was attended by all Independent
year ended March 31, 2019 are as follows: Directors. Detail is given below:
Sr. Name of Position held No of
Nature of Complaints Received Resolved Pending
No Director in Committee Meeting
Non receipt of Share 6 6 NIL attended
Certificate/Non receipt 1 Mr. Jagdish J. Doshi * Member -
of Dividend etc. 2 Mrs. Aarti M. Ramani Member 1
3 Mr. Ambalal C Patel Member 1
It has also been noted the shareholding in
4 Mr.K.G.Krishnamurthy ** Member 1
dematerialized mode as on March 31, 2019 was
35435125 equity shares i.e. 99.85% of total paid up * Mr. Jagdish Doshi ceased to be Director w.e.f 14th
capital of the company. August,2018 due to his sad demise
E) COMMITTEE OF INDEPENDENT DIRECTORS ** Mr. Krishnamurthy was appointed as Member of
Committee w.e.f 5th November,2018
This committee is formed for compliance of
requirement of Clause vii of Schedule IV of the PREVENTION OF INSIDER TRADING CODE
Companies Act, 2013. In terms of the provisions of the Securities and
Exchange Board of India (Prohibition of Insider
• Terms of Reference: Trading) Regulations, 2015, your Company has
The terms of reference of the Committee includes: adopted a Code of Conduct for trading in listed or
proposed to be listed securities of your Company (“the
i. Reviewing the performance of non-
Insider Code”). The Insider Code aims at preserving
independent directors and the Board as a
and preventing misuse of unpublished price sensitive
whole;
information. All Directors, Designated Employees and
ii. Reviewing the performance of the Connected Persons of your Company are covered
Chairperson of the company, taking into under the Insider Code, which provides inter alia for
account the views of executive directors and periodical disclosures and obtaining pre-clearances
non-executive directors; for trading in securities of your Company. A Code of
Conduct to regulate, monitor and report trading by
iii. Assessing the quality, quantity and timeliness
designated persons and Code of Practices and
of flow of information between the company Procedures for Fair Disclosures of Un-published Price
management and the Board that is necessary sensitive information of the Company is made
for the Board to effectively and reasonably available on the website of the Company at
perform their duties; www.aril.co.in
iv. Submitting its report as above to Nomination & CODE OF CONDUCT
Remuneration Committee and the Board of The Board of Directors have laid down a Code of
Directors, as the case may be; Conduct (“the Code”) for all Board members and
v. Performing such other roles as may be senior management personnel of your Company. The
Code is posted on your Company’s website
prescribed by the Companies Act, 2013,
http://www.aril.co.in/download/code-of-conduct-
Listing Regulations, SEBI Regulations,
new.pdf
Banking Regulation Act, 1949 and the
Circulars/Regulations issued by the All Board members and senior management
Regulatory Authorities from time to time. personnel have confirmed compliance with the Code.
A declaration to that effect signed by the Managing
• Composition & Attendance at the Meeting: Director is attached and forms part of this Annual
As on 31st March, 2019 the Committee comprises Report.
of all the Independent Directors of the Company. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Committee met once during the year on 19th Your Company’s Whistleblower Policy encourages
March, 2019 Directors and employees to bring to the Company’s

32nd Annual Report 2018-19 87


Corporate Overview Notice
2 - 20 22 - 38

attention, instances of unethical behaviour, actual or Regulations and the same forms part of this Annual
suspected incidents of fraud or violation of the ARIIL Report.
Code of Conduct that could adversely impact your
• St at u t o r y Co m p l i an c e, Pen al t i es an d
Company’s operations, business performance and /
or reputation. The Policy provides that the Company Strictures:
investigates such incidents, when reported, in an There were no instances of non-compliance or
impartial manner and takes appropriate action to penalties, strictures imposed on the Company by
ensure that requisite standards of professional and Stock Exchanges or Securities and Exchange
ethical conduct are always upheld. It is your Board of India (SEBI) or any other statutory
Company’s Policy to ensure that no employee is authority, on any matter related to capital markets,
victimized or harassed for bringing such incidents to during the last three years.
the attention of the Company. The practice of the • Risk Management Policy:
Whistleblower Policy is overseen by the Audit The Company has in place a mechanism to inform
Committee and no employee has been denied access the Board members about the Risk assessment
to the Committee. Whistle Blower Policy is also and mitigation plans and periodical reviews to
available on the website of the Company at the web- ensure that the critical risks are controlled by the
link: http:// www.aril.co.in/download/whistle- executive management.
blower-policy%20ariil.pdf.
• Confi rmation of Independence by Independent
DISCLOSURES Directors:
• Subsidiaries: The Independent Directors have confirmed that
Your Company does not have any material non- they meet the criteria of ‘Independence’ as
listed Indian subsidiary company for the FY 2018- stipulated under the Companies Act, 2013 and the
19. The Audit Committee and Board reviews the Listing Regulations.
financial statements, significant transactions and • Green Initiative in Corporate Governance:
working of the unlisted subsidiary companies and
Your Company has promoted and administered
the minutes are placed before the Board.
the ‘Green Initiative’ proposed by the Ministry of
The financial results of these companies are Corporate Affairs and the Company has been
presented to your Company’s Board. The policy for effecting the electronic delivery of Notice of Annual
determining material subsidiaries is available on General Meeting and Annual Report to the
your Company’s link: http:// www.aril.co.in/ shareholders whose email ids are registered with
d o w n l o ad /Mat er i al -Su b s i d i ar y -Po l i c y -ar i i l - the respective depository participants. The
fi nal-printed.pdf Companies Act, 2013 and Rules thereunder,
Listing Regulations provides for circulation of
• Related Party Transactions: Financial Statements electronically to the
Related party transactions entered by your shareholders. Your Company has initiated and
Company during the year were on arm’s length implemented successfully the process of
basis and in the ordinary course of business. There conducting the Board and Committee meetings
were no material transactions with any related using e-presentations and web based meeting tool.
party as defined under the Act and Listing This initiative of the Company has resulted in
Regulations. All related party transactions have considerable saving on paper and expenditure.
prior approval of the Audit Committee and are
• Policy for determining Material Information:
reviewed by the Audit Committee on a quarterly
basis. The policy on Related Party Transactions as As required by Regulation 30 of SEBI (Listing
approved by the Audit Committee and the Board is Obligations and Disclosure Requirements)
available on your Company’s website viz. Regulations, 2015, the Board of Directors have
h t t p : //w w w .ar i l .c o .i n /d o w n l o ad /r p t -p o l i c y - approved the Policy for determining Material
ARIIL.pdf Information, which is available at the website of the
Company at (h t t p : //w w w .ar i l .c o .i n /
• CEO/CFO Certifi cation: download/Policies/Policy-for-Determination-
The Managing Director and CFO of your Company o f -Mat er i al i t y -o f -an y -Ev en t -In f o r m at i o n .
have issued necessary certificate pursuant to the p d f ),Policy on Archival of Documents
provisions of Regulation 17(8) of the Listing (http://aril.co.in/download/Policies/Archival-

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Policy.pdf) and Policy for Preservation of b. Unmodified Audit Opinions/Reporting,


Documents (http:// www.aril.co.in/download/
c. The Internal Auditor reports directly to the
Policies/Archival-Policy.pdf)
Audit Committee
OTHER DISCLOSURES • The Company has followed all relevant Accounting
• Brief profile of the Directors retiring by rotation and Standards notified by the Companies (Accounting
eligible for re-appointment and Directors proposed Standards) Rules, 2006 while preparing Financial
to be appointed is attached to the notice convening Statements.
Annual General Meeting.
• There are no pecuniary relationships or
• Non-mandatory items of Corporate Governance: transactions of Non-Executive Directors vis-à-vis
Your Company has also ensured the the Company which has potential conflict with the
implementation of the non-mandatory items such interests of the Company at large.
as: • General Information on the Company, official press
a. Separate posts of Chairperson and MD & CEO releases and presentation made to Institutional
and reimbursement of expenses in the Investors / Analysts, if any, are also available on
performance of duties, the Company’s website.

GENERAL SHAREHOLDER INFORMATION


GENERAL BODY MEETING
1. Annual General Meeting:
The details of Special Resolutions passed at the Annual General Meetings held in last 3 years are as under:

Financial Year Day, date and Time Venue Summary


2017-18 Friday, 21st Activity Hall, Ground Floor, Juhu To approve continuation of holding
(31st AGM) September, 2018 Vile Parle Gymkahana Club, N S of office by Non-Executive
at 12.00 noon. Road, JVPD Scheme, Vile Parle Independent Director Mr. Ambalal
(West), Mumbai – 40 0 049. C. Patel
2016-17 Friday, Activity Hall, Ground Floor, Juhu No Special Resolution passed
(30th AGM) 29th September Vile Parle Gymkahana Club, N S
2017 at 12:30 p.m. Road, JVPD Scheme, Vile Parle
(West), Mumbai – 40 0 049.

2015-16 Friday, 26th Activity Hall, Ground Floor, Juhu 1. To revise the terms of remuneration
(29th AGM) August, 2016 Vile Parle Gymkahana Club, N S of Mr. Rajnikant S. Ajmera, CMD.
at 10.30 a.m. Road, JVPD Scheme, Vile Parle 2. To re-appoint Mr. Manoj I. Ajmera
(West), Mumbai – 40 0 049. as MD for a period of 5 years.
3. To re-appoint Mr. Sanjay C. Ajmera
as WTD for a period of 5 years.
4. To adopt new set of Articles of
Association as per Table F.
All Resolutions at the 29th, 30th and 31st Annual General Meeting were passed through e-voting and physical Ballot
cast at the AGM.
2. Extraordinary General Meeting: No Extraordinary General Meeting was held during the financial year
ended 31st March, 2019
3. Postal Ballot: The financial year ended 31st March, 2019, there has been no ordinary or
special resolution passed by the Company’s shareholders through postal
ballot.

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4. Means of Communication The quarterly, half-yearly and yearly financial results of the Company are
sent to the Stock Exchanges immediately within 30 minutes, after these
are approved by the Board. These are widely published in Business
Standard and Apla Mahanagar/Mumbai Lakshdeep.
These results are simultaneously posted on the website of the Company
at www.aril.co.in and also uploaded on the website of National Stock
Exchange of India Ltd. and the Bombay Stock Exchange of India Ltd.
5. Annual General Meeting:
Date: 30th September, 2019
Time: 11.30 am
Venue: Activity Hall, Ground Floor, Juhu Vile Parle Gymkhana Club, N.S.Road,
JVPD Scheme, Vile Parle (West), Mumbai – 400049
6. Financial Calendar : 1st April, 2019 to 31st March, 2020
(Tentative Schedules for the
declaration of results for the
FY 2019-20)
First quarter July/August, 2019
Second quarter/Half yearly October/November,2019
Third quarter/Nine months January/February, 2020
Fourth quarter/Annual April/May,2020
Annual General Meeting September, 2020
7. Book Closure: The Register of Members and the Share Transfer Books of the Company
shall remain closed from 26th September, 2019 to 30th September (both
days inclusive) for payment of dividend.
8 Dividend Payment date: The Final Dividend shall be paid to all the eligible shareholders on or after
5th October, 2019
Final Dividend of Rs. 3.30/- per equity share for the financial year 2018-19
has been recommended by the Board of Directors to shareholders for their
approval.

9. Dividend history for the last 7 years is as under:


Financial Type of Rate of Date of Due date of Unclaimed
Year Dividend Dividend declaration of Transfer to Dividend as on
Dividend IEPF A/c 31st March 2019
(In Rs.)
2017-2018 Final Rs. 3.30 per share 21st Sept., 2018 27th Oct, 2025 41,14,321
2016-2017 Final Rs3.00 per share 29th Sept. 2017 4th Nov 2024 14,29,941
2015-2016 Final Rs 0.80 per share 26th Aug.,2016 2nd Oct.,2023 1,41,514.2
2015-2016 Interim Rs 1.70 per share 9th Mar.,2016 15th Apr.,2023 2,86,040.3
2014-2015 Final Rs 1.70 per share 25th Sept.,2015 30th Oct.,2022 4,02,951
2013-2014 Final Rs 1.50 per share 27th Sept.,2014 2nd Nov.,2021 4,36,673
2012-2013 Final Rs 1.50 per share 27th Sept.,2013 2nd Nov.,2020 5,37,403.5
2011-2012 Final Rs 1.70 per share 28th Sept.,2012 3rd Nov.,2019 2,34,984.2

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10 Unpaid/Unclaimed Dividends: transferred to IEPF and IEPF Suspense Account


Dividend warrants in respect of the dividend respectively.
declared in September, 2018 have been
The Company has also uploaded full details of such
dispatched to the shareholders at the addresses
shares due for transfer as well as unclaimed dividends
registered with the Company. Those
on the website of the Company viz. www.aril.co.in
shareholders who have not yet received the
dividend warrants may please write to the Both the unclaimed dividends and the shares
Company or its RTA for further information in this transferred to the IEPF can be claimed by the
behalf. Shareholders who have not enchased the concerned shareholders from IEPF Authority after
warrants are requested to do so by getting them complying with the procedure prescribed under the
revalidated from the Registered Office of the IEPF Rules.
Company or its RTA.
The Unpaid / Unclaimed dividend for the financial 12. Listing details:
year 2010 – 2011 has been transferred by the
Company to the Investor Education and Equity shares Non- Global
Protection Fund (IEPF). convertible Depository
Debentures Receipts
11. Transfer of Unclaimed Equity Shares to
Investor Education and Protection Fund Bombay Stock NA NA
(IEPF) Suspense Account: Exchange Ltd
Dividends that are not encashed or claimed, Phiroze Jeejeebhoy Towers
within seven years from the date of its transfer to Dalal Street,
the unpaid dividend account, will, in terms of the Mumbai-400 001
provisions of Section 124(5) of the Companies ISIN: INE298G01027
Act, 2013, be transferred to the Investor Script code:513349
Education and Protection Fund (IEPF)
National Stock Exchange NA NA
established by the Government.
of India Ltd
In respect of the transfers made after coming into
“Exchange Plaza,C-1,
effect of the Investor Education and Protection
Block G, Bandra(E),
Fund Authority (Accounting, Audit, Transfer and
Mumbai -400 051
Refund) Rules, 2016, equity shares in respect of
which Dividend has not been paid/encashed for 7 ISIN: INE298G01027
consecutive years or more from the date of Script Code : AJMERA
declaration will also be transferred to an account
Note: The Company has paid listing fees up to 31st
viz. IEPF Suspense Account, which is operated March, 2019 to the Bombay Stock Exchange (BSE)
by the IEPF Authority pursuant to IEPF Rules. and National Stock Exchange of India Ltd. (NSE)
In compliance with aforesaid rules, the Company where Company’s shares are listed.
has already transferred equity shares pertaining
to financial year 2010-11 to IEPF Suspense
Account, after providing necessary intimations to
the relevant shareholders.
Shareholders who have so far not encashed their
dividend relating to financial year 2011-12 are
requested to do so by 3rd November, 2019, by writing
to the Secretarial Department at the Registered Office
of the Company or to the RTA ,failing which the
Dividend and equity shares relating thereto will be

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13. Market Price Data :


High/ Low (based on daily closing prices) market price of the shares during the Financial year 2018-19 at
the Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE)

Month BSE NSE


High Price Low Price High Price Low Price
Apr-18 271.80 264.80 233.90 203.55
May-18 249.45 241.85 252.15 213.55
Jun-18 206.00 199.70 250.00 207.25
Jul-18 216.35 208.15 233.45 198.65
Aug-18 226.75 220.00 219.50 173.65
Sept-18 173.25 156.75 244.85 201.00
Oct-18 155.50 151.20 297.80 215.50
Nov-18 154.15 147.00 355.70 272.65
Dec-18 168.70 164.00 365.85 295.00
Jan-19 182.95 167.90 356.00 301.75
Feb-19 162.80 160.45 328.20 223.05
Mar-19 191.90 187.40 268.70 225.65

14. Performance in comparison to broad based indices:


The Chart below shows the comparison of your company's share price movement on BSE Realty for the financial
year ended 31st March 2019 (based on month end closing)

S & P BSE Realty

Company

92 Ajmera Realty & Infra India Limited


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The Chart below shows the comparison of your company's share price movement on NSE Realty for the
financial year ended 31st March 2019 (based on month end closing)

15. Share Transfer Agents:


Sharex Dynamics (India) Pvt. Limited
C-101, 247 Park, LBS Marg, Vikhroli (W), Mumbai 400083.
Tel: +91 22 2851 5606 / +91 22 2851 5644 Fax: +91 22 2851 2885
Email: support@sharexindia.com • Website: www.sharexindia.com
16. Share Transfer System:
The Board of Directors have delegated powers to the Registrar and Share Transfer Agents for effecting share
transfers, splits, consolidation, sub-division, issue of duplicate share certificates, rematerialization and
dematerialization etc., as and when such requests are received. Shares held in dematerialized form are traded
electronically in the Depositories.
As per the requirement of Regulation 40(9) of the Listing Regulations, the Company has obtained the half yearly
certificates from a Company Secretary in Practice for due compliance of share transfer formalities.
The Company conducts a Reconciliation of Share Capital Audit on a quarterly basis in accordance with the
Securities and Exchange Board of India (SEBI) requirements. The audit reports for the financial year under report
have been filed with the stock exchanges within one month of the end of each quarter.

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17. Share Transfer Distribution of Shareholding:


The Shareholding distribution of the equity shares as on 31st March , 2019 is given below:-

Slab of Shareholding Shareholders Shares


No of Equity Shares held Number In % Number In %
From To
1 100 26830 80.808 712762 2.009
101 200 2622 7.897 431821 1.217
201 500 2192 6.602 765667 2.158
501 1000 833 2.509 667672 1.882
1001 5000 574 1.729 1252952 3.531
5001 10000 72 0.217 519461 1.464
10001 100000 58 0.175 1578639 4.449
100001 & Above 21 0.063 29555901 83.292
TOTAL 33202 100 35484875 100

18. Shareholding Pattern:


Category of Shareholders No of Shares % of Total
Shareholding
(A) Shareholding of Promoter and Promoter Group
a. Promoters 22117911 62.32
b. Promoter Body Corporate 2799999 7.89
Total Shareholding of Promoter and Promoter Group (A) 24917910 70.22
(B) Public Shareholding
(i) Institutions
a. Mutual funds 216 0.00
b. Banks/FI/FIIs 87690 0.25
Total Public Institutions (B) (i) 87906 0.25
(ii) Non Institutions
a. Indian Body Corporate 1110425 3.13
b. Individuals 8280055 23.33
c. NRI 631627 1.78
d. Clearing Members 109991 0.31
e. NBFCs registered with RBI 22334 0.06
f. Any other 324617 0.92
Total Public Non Institution (B) (ii) 10479059 29.53
Total Public Shareholding (B) = (B)(i) +(B) (ii) 10566965 29.78
Total shareholding (A) + (B) 35484875 100.00

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19. Top ten equity shareholders of the Company as on March 31, 2019 (other than Promoters)

Sr.No Name of the Shareholders No of Shares % of Shareholding


1 NIMISH AJMERA 1190206 3.35
2 ASHWIN B AJMERA 633696 1.79
3 KAMLESHKUMAR VRAJLAL DHULIA 536500 1.51
4 TWISHAL N AJMERA 503410 1.42
5 MANOJ NANALAL TURAKHIA 318979 0.90
6 CD EQUIFINANCE PRIVATE LIMITED 283804 0.80
7 MANOJKUMAR BRAHMBHATT 279272 0.79
8 NAVIN SHANTILAL TURKHIA 247500 0.70
9 CHHAGANLAL S. AJMERA HUF 225119 0.63
10 YOGESH UTTAMLAL MEHTA 162327 0.46

20. Dematerialisation of Shares:


As on March 31, 2019, 3,54,34,062 equity shares (99.86% of the total number of shares) are in dematerialized
form as compared to 3,54,29,678 equity shares (99.84% of the total number of shares) as on March 31,2018.
The Company’s shares are compulsorily traded in dematerialised form and are admitted in both the Depositories
in India - National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Particulars of Shares Number of Equity Shares % of Total


Dematerialized Form (A)
CDSL 27874226 78.56
NSDL 7559836 21.30
Sub Total (A) 35434062 99.86
Physical Form (B) 50813 0.14
Total (A+B) 35484875 100.00

The equity shares held by the promoter & promoter group in the Company have been fully dematerialized.

21. Reconciliation of Share Capital Audit: 22. Outstanding GDRs/ ADRs/ Warrants or any
As stipulated by Securities and Exchange Board convertible instruments, conversion date
of India (SEBI), a qualified practicing Company and likely impact on equity:
Secretary carries out the Share Capital Audit to The Company has not issued any GDRs / ADRs /
reconcile the total admitted capital with National Warrants or any convertible instruments in the
Securities Depository Limited (NSDL) and past and hence as on March 31, 2019, the
Central Depository Services (India) Limited Company does not have any outstanding GDRs /
(CDSL) and the total issued and listed capital. ADRs / Warrants or any convertible instruments.
This audit is carried out every quarter and the
23. Project Location:
report thereon is submitted to stock exchanges,
NSDL and CDSL and is also placed before the Anik-Wadala Link Road,Next to IMAX Theatre,
Board of Directors. No discrepancies were Wadala East,Mumbai-400037.
noticed during these audits.

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24. Address for Correspondence:


(a) The Compliance Officer: - Citi Mall, 2nd Floor, New Link Road, Andheri (W), Mumbai - 400053. Tel: 022 -
66984000
(b) Exclusive e-mail id for Investor Grievances: - investors@ajmera.com
(c) Registrar and Transfer Agent:-
Sharex Dynamic (India) Private Limited.
C-101, 247 Park, LBS Marg,
Vikhroli (W), Mumbai 400083.
25. Mandatory requirement of PAN:
SEBI vide its circular dated 7th January, 2010 has made it mandatory to furnish PAN copy in the following cases:
(i) Deletion of name of deceased shareholder(s), where the shares are held in the name of two or more
shareholders;
(ii) Transmission of shares to the legal heir(s), where deceased shareholder was the sole holder.
(iii)Transposition of shares – in case of change in the order of names in which physical shares are held jointly in
the names of two or more shareholders.
26. COMPULSORY TRANSFER IN DEMATERIALIZED FORM
Pursuant to SEBI’S press release on 3rd December, 2018, SEBI has extended the last date for transfer of shares
in physical mode till 1st April, 2019. Now, after 1st April, 2019 any investor who is desirous of transferring shares
can do so only after the shares are dematerialized.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT


PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT AS PER SEBI (LISTING OBLIGATION AND
DISCLOSURE REQUIREMENTS), REGULATION, 2015
This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing
Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive
Directors and Independent Directors. These Codes are available on the Company’s website.
I confirm that the Company has in respect of the year ended March 31, 2019, received from the Senior
Management Team of the Company and the Members of the Board a declaration of compliance with the Code of
Conduct as applicable to them.

Manoj I. Ajmera
Managing Director
(DIN:00013728)
Place: Mumbai
Date : 17th May,2019

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Annexure - A
Certificate of Non-Disqualification of Directors
[Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015]
To,
The Members of
Ajmera Realty & Infra India Limited,
CIN: L27104MH1985PLC035659
Citi Mall, Link Road, Andheri (W)
Mumbai 400053
I have examined the List of disqualified Directors published by the Ministry of Corporate Affairs ("MCA");
Declaration from all the Directors self-certifying their non-disqualification as on 1st April, 2019 as required under
section 164 of the Companies Act, 2013 ("Act"); and Disclosure of Directors' concern/interests as on April 1, 2019
as required under section 184 of the Act (hereinafter referred as "the relevant documents") of Ajmera Realty &
Infra India Limited, bearing Corporate Identification Number (CIN) - L27104MH1985PLC035659, having its
registered office at Citi Mall, Link Road, Andheri (W) Mumbai 400053 (hereinafter referred as “the Company”) for
the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C sub
clause 10 (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended vide
notification no SEBI/LAD/NRO/GN/2018/10 dated 9th May 2018 issued by SEBI.
Based on my examination as well as on information and explanations furnished provided by the officers, agents
and authorised representatives of the Company, I hereby certify that none of the Directors of the Company stated
below who are on the Board of the Company as on 31st March 2019, have been debarred or disqualified from
being appointed or continuing to act as Directors of the Company by Securities and Exchange Board of India or
the Ministry of Corporate Affairs or any such other statutory authority.

Sr. no. Name of the Directors DIN Date of appointment


1 Rajnikant Shamalji Ajmera 00010833 06/10/1986
2 Sanjay Chhotalal Ajmera 00012496 24/04/2012
3 Krishnamurthy Kulumani Gopalratnam 00012579 05/11/2018
4 Manoj Ishwarlal Ajmera 00013728 24/04/2012
5 Ambalal Chhitabhai Patel 00037870 07/12/2006
6 Aarti Mahesh Ramani 06941013 12/08/2014

I further state that such compliance is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.

This Certificate has been issued at the request of the Company to make disclosure in its Corporate Governance
Report of the Financial Year ended 31st March, 2019.

Haresh Sanghvi
Place: Mumbai Practicing Company Secretary
Date: 17th May, 2019 FCS No.: 2259/CoP No.: 3675

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Independent Auditor’s Certificate on Compliance with Corporate


Governance requirements under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
The Members ,
Ajmera Realty & Infra India Limited,
Mumbai
We have examined the compliance of conditions of corporate governance by Ajmera Realty & Infra India Limited
(‘the Company’) for the year ended March 31, 2019, as prescribed in Regulations 17 to 27, 46 (2) (b) to (i) and para
C , D and E of Schedule V of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (LODR) .
We state that the compliance of conditions of Corporate Governance is the responsibility of the management, and
our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the
compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on
the financial statements of the Company.
In our opinion, and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned
LODR, Regulations, as applicable to the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
This certificate is issued solely for the purposes of complying with the aforesaid Regulations and may not be
suitable for any other purpose.

For and on behalf of M/s Manesh Mehta & Associates


CHARTERED ACCOUNTANTS
Firm Regn No.: 115832W

Manesh P. Mehta
Place: Mumbai (Partner)
Date: 17th May ,2019 Membership No. 036032

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MD / CEO/CFO Certification
We hereby certify that:

a. We have reviewed the financial statements and the cash flow statement for the financial year 2018 - 19 and that to
the best of our knowledge and belief:
• These statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
• These statements together present a true and fair view of the companies affairs and are in compliance with
existing accounting standards, applicable laws and regulations;
b. To the best of our knowledge and belief, there are no transactions entered into by the company during the financial
year 2018-19 which are fraudulent, illegal or violative of the companies code of conduct;
c. We accept responsibility for establishing and maintaining internal controls over financial reporting and that we
have evaluated the effectiveness of the internal control systems of the company and we have disclosed to the
auditors and the Audit Committee, deficiencies in the design or operation of the internal control, if any, of which we
are aware of and the steps we have taken or propose to take to rectify these deficiencies. In our opinion, there are
adequate internal controls over financial reporting.
d. We have indicated to the Auditors and the Audit Committee –
• Significant changes in internal control over the financial reporting during the financial year 2018-19.
• Significant changes in accounting policies during the year 2018-19 and that the same have been disclosed in the
notes to financial statements; and
• There was no fraud of which we become aware of the management or an employee having a significant role in the
company's internal control system over the financial reporting.

Place: Mumbai Manoj I Ajmera O. P. Gandhi


Date : 17th May, 2019 Managing Director Group Chief Financial Officer

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Corporate Overview Notice
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INDEPENDENT AUDITOR’S REPORT


The Members, Basis for Opinion
AJMERA REALTY & INFRA INDIA LIMITED We conducted our audit of the standalone financial
MUMBAI, statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act
REPORT ON THE STANDALONE FINANCIAL
(SAs). Our responsibilities under those Standards are
STATEMENTS
further described in the Auditor’s Responsibilities for
Opinion the Audit of the Standalone financial statements
section of our report. We are independent of the
We have audited the accompanying standalone
Company in accordance with the Code of Ethics
financial statements of AJMERA REALTY & INFRA
issued by the Institute of Chartered Accountants of
INDIA LIMITED (“the Company”), which comprise the India (ICAI) together with the independence
Balance Sheet as at 31st March, 2019, the Statement requirements that are relevant to our audit of the
of Profit and Loss (including Other Comprehensive standalone financial statements under the provisions
Income), the Statement of Changes in Equity and the of the Act and the Rules made thereunder, and we
Statement of Cash Flows for the year ended on that have fulfilled our other ethical responsibilities in
date, and a summary of the significant accounting accordance with these requirements and the ICAI’s
policies and other explanatory information (hereinafter Code of Ethics. We believe that the audit evidence
referred to as “the standalone financial statements”). we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the
In our opinion and to the best of our information and standalone financial statements.
according to the explanations given to us, the
aforesaid standalone financial statements give the Key Audit Matters
information required by the Companies Act, 2013
Key audit matters are those matters that, in our
(“the Act”) in the manner so required and give a true
professional judgment, were of most significance in
and fair view in conformity with the Indian Accounting
our audit of the standalone financial statements of the
Standards specified under Section 133 of the Act and
current period. These matters were addressed in the
other accounting principles generally accepted in
context of our audit of the standalone financial
India, of the state of affairs of the Company as at 31st
statements as a whole, and in forming our opinion
March, 2019 and its profit, change in equity and its
thereon, and we do not provide a separate opinion on
cash flows for the year ended on that date.
these matters. We have determined the matters
described below to be the key audit matters to be
communicated in our report.
Sr. No. Key Audit Matter Auditor's response
1. Accuracy of recognition, measurement, Principal Audit Procedures
presentation and disclosures of revenues and
We assessed the Company’s process to identify the
other related balances in view of adoption of
impact of adoption of the new revenue accounting
Ind AS 115 “Revenue from Contracts with
standard.
Customers” (new revenue accounting standard)
Our audit approach consisted testing of the design and
operating effectiveness of the internal controls and
substantive testing as follows:
The application of the new revenue accounting Ø Evaluated the design of internal controls relating to
standard involves certain key judgements implementation of the new revenue accounting
relating to identification of distinct performance standard.
obligations, determination of transaction price of
Ø Selected a sample of continuing and new contracts,
the identified performance obligations, the
and tested the operating effectiveness of the internal
appropriateness of the basis used to measure
control, relating to identification of the distinct
revenue recognised over a period. Additionally,
performance obligations and determination of
new revenue accounting standard contains
transaction price. We carried out a combination of
disclosures which involves collation of
procedures involving enquiry and observation,
information in respect of disaggregated revenue
reperformance and inspection of evidence in respect

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Sr. No. Key Audit Matter Auditor's response


and periods over which the remaining of operation of these controls.
performance obligations will be satisfied
Ø Tested the relevant information technology systems’
subsequent to the balance sheet date.
access and change management controls relating to
contracts and related information used in recording
and disclosing revenue in accordance with the new
revenue accounting standard.
Ø Selected a sample of continuing and new contracts
and performed the following procedures:
• Read, analysed and identified the distinct
performance obligations in these contracts.
• Compared these performance obligations with that
identified and recorded by the Company.
• Considered the terms of the contracts to determine
the transaction price including any variable
consideration to verify the transaction price used to
compute revenue and to test the basis of estimation
of the variable consideration.

Information Other than the Standalone financial Management’s Responsibility for the Standalone
statements and Auditor’s Report Thereon financial statements
The Company’s Board of Directors is responsible The Company’s Board of Directors is responsible
for the preparation of the other information. The for the matters in section 134(5) of the Companies
other information comprises the information Act, 2013 (“the Act”) with respect to the preparation
included in the Management Discussion and of these financial statements that give a true and
Analysis, Board’s Report including Annexures to fair view of the financial position, financial
Board’s Report, Business Responsibility Report, performance, total comprehensive income, change
Corporate Governance Report and Shareholder’s in equity and cash flows of the Company in
Information, but does not include the standalone accordance with the Ind AS and other accounting
financial statements and our auditor’s report principles generally accepted in India. This
thereon. responsibility also includes the maintenance of
adequate accounting records in accordance with
Our opinion on the standalone financial statements
the provision of the Act for safeguarding of the
does not cover the other information and we do not
assets of the Company and for preventing and
express any form of assurance conclusion
detecting the frauds and other irregularities;
thereon.
selection and application of appropriate accounting
In connection with our audit of the standalone policies; making judgments and estimates that are
financial statements, our responsibility is to read reasonable and prudent; and design,
the other information and, in doing so, consider implementation and maintenance of internal
whether the other information is materially financial control, that were operating effectively for
inconsistent with the standalone financial ensuring the accuracy and completeness of the
statements or our knowledge obtained during the accounting records, relevant to the preparation
course of our audit or otherwise appears to be and presentation of the financial statements that
materially misstated. give a true and fair view and are free from material
misstatement, whether due to fraud or error.
If, based on the work we have performed, we
conclude that there is a material misstatement of In preparing the standalone financial statements,
this other information, we are required to report that management is responsible for assessing the
fact. We have nothing to report in this regard. Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of

32nd Annual Report 2018-19 101


Corporate Overview Notice
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accounting unless management either intends to management’s use of the going concern basis of
liquidate the Company or to cease operations, or accounting and, based on the audit evidence
has no realistic alternative but to do so. obtained, whether a material uncertainty exists
related to events or conditions that may cast
The Board of Directors are responsible for
significant doubt on the Company’s ability to
overseeing the Company’s financial reporting
continue as a going concern. If we conclude that a
process.
material uncertainty exists, we are required to draw
Auditor’s Responsibility for the Audit of the attention in our auditor’s report to the related
Standalone financial statements disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our
Our objectives are to obtain reasonable assurance opinion. Our conclusions are based on the audit
about whether the standalone financial statements evidence obtained up to the date of our auditor’s
as a whole are free from material misstatement, report. However, future events or conditions may
whether due to fraud or error, and to issue an cause the Company to cease to continue as a going
auditor’s report that includes our opinion. concern.
Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit - Evaluate the overall presentation, structure and
conducted in accordance with SAs will always content of the standalone financial statements,
detect a material misstatement when it exists. including the disclosures, and whether the
Misstatements can arise from fraud or error and are standalone standalone financial statements
considered material if, individually or in the represent the underlying transactions and events in
aggregate, they could reasonably be expected to a manner that achieves fair presentation.
influence the economic decisions of users taken on Materiality is the magnitude of misstatements in
the basis of these standalone financial statements. the standalone financial statements that,
As part of an audit in accordance with SAs, we individually or in aggregate, makes it probable that
exercise professional judgment and maintain the economic decisions of a reasonably
professional skepticism throughout the audit. We knowledgeable user of the standalone financial
also: statements may be influenced. We consider
quantitative materiality and qualitative factors in (i)
- Identify and assess the risks of material planning the scope of our audit work and in
misstatement of the standalone financial evaluating the results of our work; and (ii) to
statements, whether due to fraud or error, design evaluate the effect of any identified misstatements
and perform audit procedures responsive to those in the standalone financial statements.
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. We communicate with those charged with
The risk of not detecting a material misstatement governance regarding, among other matters, the
resulting from fraud is higher than for one resulting planned scope and timing of the audit and
from error, as fraud may involve collusion, forgery, significant audit findings, including any significant
intentional omissions, misrepresentations, or the deficiencies in internal control that we identify
override of internal control. during our audit.
- Obtain an understanding of internal financial We also provide those charged with governance
controls relevant to the audit in order to design audit with a statement that we have complied with
procedures that are appropriate in the relevant ethical requirements regarding
circumstances. Under section 143(3)(i) of the Act, independence, and to communicate with them all
we are also responsible for expressing our opinion relationships and other matters that may
on whether the Company has adequate internal reasonably be thought to bear on our
financial controls system in place and the operating independence, and where applicable, related
effectiveness of such controls. safeguards.
- Evaluate the appropriateness of accounting From the matters communicated with those
policies used and the reasonableness of charged with governance, we determine those
accounting estimates and related disclosures matters, if any, that were of most significance in the
made by management. audit of the standalone financial statements of the
current period and are therefore the key audit
- Conclude on the appropriateness of

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matters. We describe these matters in our auditor’s unmodified opinion on the adequacy and
report unless law or regulation precludes public operating effectiveness of the Company’s
disclosure about the matter or when, in extremely internal financial controls over financial
rare circumstances, we determine that a matter reporting.
should not be communicated in our report because
g) With respect to the other matters to be included
the adverse consequences of doing so would
in the Auditor’s Report in accordance with the
reasonably be expected to outweigh the public
requirements of section 197(16) of the Act, as
interest benefits of such communication.
amended:
Report on Other Legal and Regulatory
In our opinion and to the best of our information
Requirements and according to the explanations given to us,
1 As required by the Companies (Auditor’s Report) the remuneration paid by the Company to its
Order, 2016 (“the Order”), issued by the Central directors during the year is in accordance with
Government in terms of sub-section (11) of section the provisions of section 197 of the Act.
143 of the act, we give in “Annexure A” a statement h) With respect to the other matters to be included
on the matters specified in paragraphs 3 and 4 of in the Auditor’s Report in accordance with Rule
the Order. 11 of the Companies (Audit and Auditors) Rule,
2 As required by Section 143 (3) of the Act, based on 2014, in our opinion and to the best of our
our audit we report that: information and according to the explanations
given to us :
a) We have sought and obtained all the
information and explanations which to the best i. The Company has disclosed the impact of
of our knowledge and belief were necessary for pending litigations, if any, on its financial
the purposes of our audit. position in its standalone financial
statements.
b) In our opinion proper books of account as
required by law have been kept by the Company ii. The Company has made provision, as
so far as appears from our examination of those required under the applicable law or
books. accounting standards, for material
foreseeable losses, if any, on long-term
c) The standalone Balance Sheet, the standalone contracts including derivative contracts.
Statement of Profit and Loss including the
Statement of Other Comprehensive Income, iii. There has been no delay in transferring
the standalone Cash Flow Statement and amounts, if any, required to be transferred, to
standalone Statement of Changes in Equity the Investor Education and Protection Fund
dealt with by this Report are in agreement with by the Company.
the books of account;
d) In our opinion, the aforesaid standalone
financial statements comply with the Indian
Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
e) On the basis of written representations received
from the directors as on 31 March, 2019, taken
on record by the Board of Directors, none of the
directors is disqualified as on 31 March, 2019,
from being appointed as a director in terms of For Manesh Mehta & Associates
Section 164(2) of the Act. Chartered Accountants
f) With respect to the adequacy of the internal Firm Regn No. 115832W
financial controls over financial reporting of the
Company and the operating effectiveness of
such controls, refer to our separate Report in Manesh P Mehta
“Annexure B”. Our report expresses an Mumbai, Partner
Dated : 17th May, 2019 Membership No. 36032

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ANNEXURE - A TO THE INDEPENDENT


AUDITORS’ REPORT
The Annexure referred to in Independent Auditor’s the Act were not, prima facie, prejudicial to the
Report to the members of the Company on the interest of the Company
standalone Ind AS standalone financial statements
for the year ended 31st March, 2019, we report that: (b) In the case of the loans granted to the bodies
corporate listed in the register maintained
i) (a) The company is maintaining proper records under section 189 of the Act, the borrowers
showing full particulars, including quantitative have been regular in the payment of the
details and situation of fixed assets. principal and interest as stipulated.

(b) These fixed assets have been physically (c) There are no overdue amounts in respect of
verified by the management at reasonable the loan granted to a body corporate listed in
intervals. Discrepancies noticed during the the register maintained under section 189 of
course of such verification are dealt with the Act, remaining outstanding as at the year-
adequately in the books of accounts. end.

(c) A c c o r d i n g t o t h e i n f o r m a t i o n a n d iv) In our opinion and according to the information


explanations given to us and on the basis of and explanations given to us, the Company has
our examination of the records of the complied with the provisions of section 185 and
Company, does not have any immovable 186 of the Act, with respect to the loans and
properties as a fixed asset. investments made.

ii) (a) Physical verification of inventory has been v) The Company has not accepted any deposits
conducted at reasonable intervals by the from the public.
management.
vi) The Central Government has prescribed
(b) In our opinion and according to the maintenance of cost records under Section148
explanations given to us, the procedures for and as per the explanation given to us, the
physical verification of inventories followed by company has maintained prima facie requisite
the Management are reasonable and records as per Section148.
adequate in relation to the size of the
Company and nature of its business. vii) a. The Company is generally regular in
depositing with appropriate authorities,
(c) In our opinion and according to the undisputed statutory dues including provident
explanations given to us, the Company has fund, employees state insurance, income tax,
maintained proper records of its inventories sales tax, service tax and other statutory dues
and no material discrepancies were observed to the extent applicable to it. There is no
during the course of physical verification. outstanding statutory dues as at the last day
of the financial year concerned for a period of
iii) The Company has granted Interest free loans, more than six months from the date they
secured or unsecured to companies, firms, became payable.
Limited liability Partnerships or other parties
covered in the register maintained under section b. According to the information and explanations
189 of the Companies Act, 2013 (‘the Act’). In given to us, there are no dues of Income Tax
respect of the said loans, the maximum or Sales Tax or Wealth Tax or Service Tax
outstanding during the year is Rs. 55481.43 duty of customs or cess which have not been
Lakhs and the year end balance is Rs.53706.32 deposited with the appropriate authorities on
Lakhs. account of any dispute. However, according
to information and explanations given to us,
(a) In our opinion, the rate of interest and other the following dues of income tax have not
terms and conditions on which the loans had been deposited by the Company on account
been granted to the bodies corporate listed in of disputes:
the register maintained under Section 189 of

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Name of the Statute Nature of dues Amount (in Lakhs) Period to which Forum where
the amount relates dispute is pending
Income Tax Act,1961 Tax and Interest 9.81 A.Y.2012-13 Income Tax
Appellate Tribunal
(ITAT)
Income Tax Act,1961 Tax and Interest 1.79 A.Y.2014-15 Income Tax
Appellate Tribunal
(ITAT)

(viii) In our opinion and according to information the Company has not made any preferential
and explanation given to us, the Company allotment or private placement of shares or
has not defaulted in repayment of loans or fully or partly paid convertible debentures and
borrowing to a financial institution, bank, hence reporting under clause 3 (xiv) of the
Government or dues to debenture holders. Order is not applicable to the Company.
(ix) The Company did not raise any money by way (xv) According to the information and explanations
of initial public offer or further public offer given to us and based on our examination of
(including debt instruments) during the year. the records of the Company, the Company
And the Money raised by way of term loans has not entered into non-cash transactions
were applied for the purposes for which those with directors or persons connected with him.
are raised. Accordingly reporting under clause 3 (xv) of
(x) According to the information and explanations the Order is not applicable to the Company.
given to us, no material fraud by the Company (xvi) The Company is not required to be registered
or on the Company by its officers or under section 45-IA of the Reserve Bank of
employees has been noticed or reported India Act 1934.
during the course of our audit.
(xi) According to the information and explanations
give to us and based on our examination of
the records of the Company, the Company
has paid/provided for managerial
remuneration in accordance with the requisite
approvals mandated by the provisions of
section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the
information and explanations given to us, The
Company is not a Nidhi Company and hence
reporting under clause 3 (xii) of the Order is
not applicable to the Company.
(xiii) According to the information and explanations
given to us and based on our examination of
the records of the Company, transactions with
the related parties are in compliance with
sections 177 and 188 of the Act where
applicable and details of such transactions For Manesh Mehta & Associates
have been disclosed in the standalone Ind AS Chartered Accountants
financial statements as required by the Firm Regn No. 115832W
applicable accounting standards.
(xiv) According to the information and explanations
give to us and based on our examination of Manesh P Mehta
the records of the Company, during the year, Mumbai, Partner
Dated : 17th May, 2019 Membership No. 36032

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ANNEXURE - B TO THE INDEPENDENT AUDITORS’ REPORT


Report on the Internal Financial Controls under adequate internal financial controls over financial
Clause (i) of Sub-section 3 of Section 143 of the reporting was established and maintained and if such
Companies Act, 2013 (“the Act”) controls operated effectively in all material respects.
We have audited the internal financial controls over Our audit involves performing procedures to obtain
financial reporting of AJMERA REALTY & INFRA audit evidence about the adequacy of the internal
INDIA LIMITED (“the company”) as of 31st March financial controls system over financial reporting and
2019 in conjunction with our audit of the standalone their operating effectiveness. Our audit of internal
Ind AS standalone financial statements of the financial controls over financial reporting included
Company for the year ended on that date. obtaining an understanding of internal financial
controls over financial reporting, assessing the risk
Management’s Responsibility for Internal
that a material weakness exists, and testing and
Financial Controls
evaluating the design and operating effectiveness of
The Company’s management is responsible for internal control based on the assessed risk. The
establishing and maintaining internal financial procedures selected depend on the auditor’s
controls based on the internal control over financial judgment, including the assessment of the risks of
reporting criteria established by the Company material misstatement of the standalone Ind AS
considering the essential components of internal standalone financial statements, whether due to fraud
control stated in the Guidance Note on Audit of or error.
Internal Financial Controls over Financial Reporting
We believe that the audit evidence we have obtained
issued by the Institute of Chartered Accountants of
is sufficient and appropriate to provide a basis for our
India (‘ICAI’). These responsibilities include the
audit opinion on the Company’s internal financial
design, implementation and maintenance of
controls system over financial reporting.
adequate internal financial controls that were
operating effectively for ensuring the orderly and Meaning of Internal Financial Controls over
efficient conduct of its business, including adherence Financial Reporting
to company’s policies, the safeguarding of its assets, A company's internal financial control over financial
the prevention and detection of frauds and errors, the reporting is a process designed to provide reasonable
accuracy and completeness of the accounting assurance regarding the reliability of financial
records, and the timely preparation of reliable reporting and the preparation of standalone financial
financial information, as required under the statements for external purposes in accordance with
Companies Act, 2013. generally accepted accounting principles. A
Auditors’ Responsibility company's internal financial control over financial
reporting includes those policies and procedures that
Our responsibility is to express an opinion on the
(1) pertain to the maintenance of records that, in
Company's internal financial controls over financial
reasonable detail, accurately and fairly reflect the
reporting based on our audit. We conducted our audit
transactions and dispositions of the assets of the
in accordance with the Guidance Note on Audit of
company; (2) provide reasonable assurance that
Internal Financial Controls over Financial Reporting
transactions are recorded as necessary to permit
(the “Guidance Note”) and the Standards on Auditing,
preparation of standalone financial statements in
issued by ICAI and deemed to be prescribed under
accordance with generally accepted accounting
section 143(10) of the Companies Act, 2013, to the
principles, and that receipts and expenditures of the
extent applicable to an audit of internal financial
company are being made only in accordance with
controls, both applicable to an audit of Internal
authorisations of management and directors of the
Financial Controls and, both issued by the Institute of
company; and (3) provide reasonable assurance
Chartered Accountants of India. Those Standards
regarding prevention or timely detection of
and the Guidance Note require that we comply with
unauthorised acquisition, use, or disposition of the
ethical requirements and plan and perform the audit to
company's assets that could have a material effect on
obtain reasonable assurance about whether
the standalone financial statements.

106 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

Inherent Limitations of Internal Financial Controls Opinion


Over Financial Reporting In our opinion, the Company has, in all material
Because of the inherent limitations of internal financial respects, an adequate internal financial controls
controls over financial reporting, including the system over financial reporting and such internal
possibility of collusion or improper management financial controls over financial reporting were
override of controls, material misstatements due to operating effectively as at 31st March 2019, based on
error or fraud may occur and not be detected. Also, the internal control over financial reporting criteria
projections of any evaluation of the internal financial established by the Company considering the essential
controls over financial reporting to future periods are components of internal control stated in the Guidance
subject to the risk that the internal financial control Note on Audit of Internal Financial Controls Over
over financial reporting may become inadequate Financial Reporting issued by the Institute of
because of changes in conditions, or that the degree Chartered Accountants of India.
of compliance with the policies or procedures may
deteriorate.

For Manesh Mehta & Associates


Chartered Accountants
Firm Regn No. 115832W

Manesh P Mehta
Mumbai, Partner
Dated : 17th May, 2019 Membership No. 36032

32nd Annual Report 2018-19 107


Corporate Overview Notice
2 - 20 22 - 38

BALANCE SHEET
AS AT 31ST MARCH 2019
(` in Lakhs)
st st
Particulars Note No. 31 March, 2019 31 March, 2018
ASSETS
1 Non-Current Assets
Property, Plant And Equipment 3 971.02 808.45
Other Intangible Assets 4 10.91 16.94
Financial Assets
Investments 5 13,417.12 11,728.85
Loans 6 53,997.17 44,409.02
Others Financial Assets 7 125.70 75.81
Other Non-Current Assets 8 22.80 75.71
68,544.72 57,114.78

2 Current Assets
Inventories 9 62,192.23 52,132.67
Financial Assets
Trade Receivables 10 16,778.96 17,147.76
Cash And Cash Equivalents 11 988.54 194.16
Bank Balances Other Than Above 12 1,107.97 1,314.44
Loans 13 586.12 363.10
Current Tax Assets (Net) 14 1,002.19 452.95
Other Current Assets 15 5,596.94 3,555.52
88,252.95 75,160.60

TOTAL ASSETS 1,56,797.67 1,32,275.38

EQUITY AND LIABILITIES


1 Equity
Equity Share Capital 16 3,548.49 3,548.49
Other Equity 17 52,275.63 46,898.31
2 Liabilities
2.1 Non-Current Liabilities
Financial Liabilities
Borrowings 18 67,211.73 31,246.95
Trade Payables 19
Dues to micro and small enterprises - -
Dues to creditors other than micro and 1,679.11 1,179.32
small enterprises
Provisions 20 531.15 486.05
Other Non-Current Liabilities 21 16,975.63 24,865.31
1,42,221.74 1,08,224.43
2.2 Current liabilities
Financial Liabilities
Trade Payables 22
Dues to micro and small enterprises 156.32 0.48
Dues to creditors other than micro and small enterprises 4,378.38 5,054.25
Other Financial Liabilities 23 8,220.77 17,417.01
Other Current Liabilities 24 191.10 135.95
Provisions 25 1,629.36 1,443.26
14,575.93 24,050.95

TOTAL EQUITY AND LIABILITIES 1,56,797.67 1,32,275.38


Significant Accounting policies and notes to the Financial Statements 2

As per our report of even date For & on behalf of Board of Directors of
For MANESH MEHTA & ASSOCIATES AJMERA REALTY & INFRA INDIA LIMITED
Chartered Accountants
Firm Reg. No. 115832W RAJNIKANT S. AJMERA MANOJ I. AJMERA
Chairman & Managing Director Managing Director
(DIN : 00010833) (DIN : 00013728)
MANESH P. MEHTA O. P. GANDHI HARSHINI D. AJMERA
PARTNER Group Chief Financial Officer Company Secretary
Membership No. 36032
Place : Mumbai Place : Mumbai
Dated : 17th May 2019 Dated : 17th May 2019

108 Ajmera Realty & Infra India Limited


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39 - 76 77 - 99 100 - 170

STATEMENT OF PROFIT AND LOSS


FOR THE YEAR ENDED 31ST MARCH 2019
(` in Lakhs)
st st
Particulars Note No. 31 March, 2019 31 March, 2018
Revenue From Operations 26 34,285.01 28,906.73
Other Income 27 1,438.77 1,314.48
Total Income 35,723.78 30,221.21

EXPENSES
Construction Cost 28 16,436.83 12,029.40
Employee Benefit Expenses 29 2,309.58 2,302.10
Finance Costs 30 4,754.23 4,065.83
Depreciation and Amortization 31 189.18 162.72
Other Expenses 32 3,763.07 2,213.54
Total Expenses 27,452.89 20,773.59

Profit before Exceptional Items and Tax 8,270.89 9,447.62


Exceptional Items - -
Profi t Before Tax 8,270.89 9,447.62
Tax expense:
Current tax (Net of Mat Credit) 1,654.18 1,889.52
Profi t after Tax for the Year 6,616.71 7,558.10

Other Comprehensive Income


Items not to be reclassified subsequently to profit or loss
- Gain on Fair Value of defined benefit plans As per acturial valuation (53.80) 49.02
Total Comprehensive Income for the Year (Comprising Profi t and Other 6,562.91 7,607.12
Comprehensive Income for the year)
Earnings per equity share of Nominal Value `.10/-: 33
(1) Basic in ` 18.49 21.44
(2) Diluted in ` 18.49 21.44
Significant Accounting policies and notes to the Financial Statements 2

As per our report of even date For & on behalf of Board of Directors of
For MANESH MEHTA & ASSOCIATES AJMERA REALTY & INFRA INDIA LIMITED
Chartered Accountants
Firm Reg. No. 115832W RAJNIKANT S. AJMERA MANOJ I. AJMERA
Chairman & Managing Director Managing Director
(DIN : 00010833) (DIN : 00013728)
MANESH P. MEHTA O. P. GANDHI HARSHINI D. AJMERA
PARTNER Group Chief Financial Officer Company Secretary
Membership No. 36032
Place : Mumbai Place : Mumbai
Dated : 17th May 2019 Dated : 17th May 2019

32nd Annual Report 2018-19 109


Corporate Overview Notice
2 - 20 22 - 38

STATEMENT OF CHANGES IN EQUITY


(a) EQUITY SHARE CAPITAL (` in Lakhs)
As at
st
31 March, 2019 31st March, 2018
Note No. of shares Amount No. of shares Amount
Balance at the beginning of reporting period 16 3,54,84,875 3,548.49 3,54,84,875 3,548.49

Balance at the end of the reporting period 16 3,54,84,875 3,548.49 3,54,84,875 3,548.49
(b) OTHER EQUITY
Reserves and Surplus
Note Capital Securities General Surplus Total
Reserve Reserve Reserve in the
statement
of profit
and loss*
Balance as on 1st April, 2017 1,243.00 3,432.43 8,604.73 27,216.86 40,497.02
Add:
Transfer from Profit & Loss - - 760.71 - 760.71
Profit for the Year - - - 7,607.12 7,607.12
Less:
Interim & Final Equity Dividend - - - 1,171.00 1,171.00
Tax on Proposed Equity dividend - - - 34.81 34.81
Transfer to General Reserve - - - 760.71 760.71
Balance as on 31st March, 2018 17 1,243.00 3,432.43 9,365.44 32,857.44 46,898.31
Add:
Transfer from Profit & Loss - - 656.29 - 656.29
Profit for the Year - - - 6,562.91 6,562.91
Less:
Interim & Final Equity Dividend - - - 1,171.00 1,171.00
Tax on Proposed Equity dividend - - - 14.59 14.59
Transfer to General Reserve - - - 656.29 656.29
Balance as on 31st March, 2019 17 1,243.00 3,432.43 10,021.73 37,578.46 52,275.63
* Including remeasurement of
defined employee benefit plan

As per our report of even date For & on behalf of Board of Directors of
For MANESH MEHTA & ASSOCIATES AJMERA REALTY & INFRA INDIA LIMITED
Chartered Accountants
Firm Reg. No. 115832W RAJNIKANT S. AJMERA MANOJ I. AJMERA
Chairman & Managing Director Managing Director
(DIN : 00010833) (DIN : 00013728)
MANESH P. MEHTA O. P. GANDHI HARSHINI D. AJMERA
PARTNER Group Chief Financial Officer Company Secretary
Membership No. 36032
Place : Mumbai Place : Mumbai
Dated : 17th May 2019 Dated : 17th May 2019

110 Ajmera Realty & Infra India Limited


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39 - 76 77 - 99 100 - 170

CASH FLOW STATEMENT


FOR THE YEAR ENDED 31ST MARCH , 2019
(` in Lakhs)
Particulars Year ended Year ended
31st March, 2019 31st March, 2018
Cash Flow From Operating Activities:
Profit before tax as per Statement of Profit and Loss 8,270.89 9,447.62
Adjustments for
Depreciation and amortisation 189.18 162.72
Interest Income(including fair value change in financial instruments) (62.82) (46.42)
Interest expenses(including fair value change in financial instruments) 4,754.23 4,065.83
Re-Measurement gains/(losses)on defined benefit plans (53.80) 49.02
Dividend Income (1,116.00) (1,000.00)
Operating Profit before working capital changes 11,981.67 12,678.13
Movements in Working Capital:
Increase/(decrease) in Trade Payables (20.25) 2,490.07
Increase/(decrease) in Other Liabilities (17,030.78) (11,480.44)
Increase/(decrease) in Provisions 231.22 64.04
Decrease/(increase) in Loans and Advances (9,811.18) (4,245.45)
Decrease/(increase) in Trade Receivables 368.80 (4,927.16)
Decrease/(increase) in Inventories (10,059.56) (5,567.21)
Cash generated from/(used in) operating activities (24,340.07) (10,988.04)
Direct taxes paid (1,654.18) (1,889.52)
Net cash flow from/(used in) operating activities (A) (25,994.24) (12,877.56)
Cash flow from investing activities:
(Acquisition) / (adjustments) / sale of property , plant and equipment, (345.72) (132.53)
investment properties, intangible assets / addition to capital work in
progress (net)
Interest received 62.82 46.42
Dividend received 1,116.00 1,000.00
Net Proceeds from/(Investments in) bank Deposits(having original maturity 206.47 (804.19)
of more than 3 months)
(Acquisition) / sale of investments (net) - (17.73)
(Increase) / decrease in other assets (2,587.65) 391.13
Net cash flow from/(used in) investing activities (B) (1,548.07) 483.08
Cash flow from financing activities:
Proceeds from Borrowings 35,964.78 19,441.20
(Acquisition) / Sale of Investments (net) (1,688.27) (1,872.70)
Interest paid (4,754.23) (4,065.83)
Dividend paid (including dividend distribution tax) (1,185.60) (1,205.81)
Net cash flow from/(used in) financing activities (C) 28,336.69 12,296.87
Net increase/(decrease) in cash and cash equivalents (A)+(B)+ ( C) 794.38 (97.62)
Add: Cash and cash equivalents at the beginning of the year 194.16 291.78
Cash and cash equivalents as per Balance Sheet 988.54 194.16

Significant Accounting policies and notes to 2


the Financial Statements

As per our report of even date For & on behalf of Board of Directors of
For MANESH MEHTA & ASSOCIATES AJMERA REALTY & INFRA INDIA LIMITED
Chartered Accountants
Firm Reg. No. 115832W RAJNIKANT S. AJMERA MANOJ I. AJMERA
Chairman & Managing Director Managing Director
(DIN : 00010833) (DIN : 00013728)
MANESH P. MEHTA O. P. GANDHI HARSHINI D. AJMERA
PARTNER Group Chief Financial Officer Company Secretary
Membership No. 36032
Place : Mumbai Place : Mumbai
Dated : 17th May 2019 Dated : 17th May 2019

32nd Annual Report 2018-19 111


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
1. Corporate Information bringing the asset to its working condition for
the intended use. Any trade discount and
Ajmera Realty & Infra India limited is a public
rebates are deducted in arriving at the
company domiciled in India and incorporated
purchase price. Subsequent costs are
under the provisions of the Indian Companies Act,
included in the asset’s carrying amount or
1956. Its shares are listed on two stock exchanges
recognized as a separate asset, as
in India. The company is engaged in real estate
appropriate, only when it is probable that
business.
future economic benefits associated with the
2. Significant Accounting Policy item will flow to the Company. All other repair
2.1 Basis of preparation and maintenance costs are recognized
The financial statements of the Company have instatement of profit or loss as incurred.
been prepared in accordance with the Indian Subsequent measurement (depreciation
Accounting Standards as notified under and useful lives)
section 133 of The Companies Act, 2013 Property, plant and equipment are
Read with rule 3 of the Companies(Indian subsequently measured at cost less
Accounting Standards) Rules 2015 by accumulated depreciation and impairment
Ministry of Corporate Affairs (‘MCA’) as losses. Depreciation on property, plant and
amended by the Companies (Indian equipment is provided on a straight-line basis,
Accounting Standards) rules, 2016. computed on the basis of useful lives (asset-
The financial statements have been prepared out below) prescribed in Schedule II to the Act:
on a historical cost basis, except for certain Asset Category Estimated Useful
financial instruments which are measured at Life
fair values at the end of each reporting period
as explained in Accounting Policies below. Plant & Equipments 15 Years
Furniture & fixtures 10 Years
2.2 Current and Non Current Classification
Vehicles 8 Years
An asset/liability is classified as current when it
Office equipments 5 Years
satisfies any of the following criteria :
Computer Hardware 3 Years
i. It is expected to be realized/ settled, or is
intended for sale or consumption, In the The residual values, useful lives and method
companies normal operating cycle or of depreciation are reviewed at the end of
each financial year.
ii. It is held primarily for the purpose of being
traded or De-recognition
iii. It is expected to be realized/ due to be An item of property, plant and equipment and
settled within 12 months after the reporting any significant part initially recognized is de-
date or recognized upon disposal or when no future
economic benefits are expected from its use
iv. It is cash or cash equivalent unless it is
or disposal. Any gain or loss arising on de-
restricted from being exchanged or used
recognition of the asset (calculated as the
to settle a liability for at least 12 months
difference between the net disposal proceeds
after the reporting date or
and the carrying amount of the asset) is
v. T h e c o m p a n y d o e s n o t h a v e a n recognized in the statement of profit and loss,
unconditional right to defer settlement of when the asset is de-recognized.
the liability for at least 12 months after the
2.4 Intangible Assets
reporting date.
Recognition and initial measurement
All other assets and liabilities are classified as
non- current. Intangible assets are stated at their cost of
acquisition. The cost comprises purchase
2.3 Plant, Property and Equipment
price, borrowing cost, if capitalization criteria
Recognition and initial measurement are met and directly attributable cost of
Property, plant and equipment are stated at bringing the asset to its working condition for
their cost of acquisition. The cost comprises the intended use.
purchase price, borrowing cost if capitalization Subsequent measurement (amortisation)
criteria are met and directly attributable cost of
The cost of capitalized software is amortized

112 Ajmera Realty & Infra India Limited


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39 - 76 77 - 99 100 - 170

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
over a period of 6 years from the date of its valued at lower of cost and net realisable
acquisition. value.
2.5 Borrowing cost Finished goods - Flats: Valued at lower of
Borrowing costs directly attributable to the cost and net realisable value.
acquisition and/or construction of a qualifying Land inventory: Valued at lower of cost and
asset are capitalized during the period of time net realisable value.
that is necessary to complete and prepare the 2.8 Revenue Recognition
asset for its intended use or sale. A qualifying
asset is one that necessarily takes substantial Effective April 1, 2018, the company has
period of time to get ready for its intended use. applied Ind AS 115 which establishes a
All other borrowing costs are charged to the comprehensive framework for determining
statement of profit and loss as incurred. whether, how much and when revenue is to be
recognised. Ind AS 115 replaces Ind AS 18
2.6 Investments Revenue and Ind AS 11 Construction
Investment in equity instruments of Contracts.
subsidiaries, joint ventures and associates The company has adopted Ind AS 115 using
Investment in equity instruments of the cumulative effect method. The effect of
subsidiaries, joint ventures and associates are initially applying this standard is recognised at
stated at cost as per Ind AS 27 ‘Separate the date of initial application (i.e. April 1, 2018).
Financial Statements’ The standard is applied retrospectively only to
2.7 Inventories: contracts that are not completed as at the date
of initial application. The impact of adoption of
Direct expenditure relating to construction the standard on the financial statements of the
activity is inventorised. Other expenditure company is insignificant.
(including borrowing costs) during
construction period is inventorised to the Revenue is recognised upon transfer of control
extent the expenditure is directly attributable of promised inventory to customers in an
cost of bringing the asset to its working amount that reflects the consideration which
condition for its intended use. Other the company expects to receive in exchange.
expenditure (including borrowing costs) Revenue is recognised over the period of time
incurred during the construction period which when control is transferred to the customer on
is not directly attributable for bringing the asset satisfaction of performance obligation, based
to its working condition for its intended use is on contracts with customers.
charged to the statement of profit and loss. Revenue is measured based on the
Direct and other expenditure is determined transaction price, which is the consideration,
based on specific identification to the adjusted for discounts, price concessions,
construction and real estate activity. Cost incentives, if any, as specified in the contracts
incurred/ items purchased specifically for with the customers. Revenue excludes taxes
projects are taken as consumed as and when collected from customers on behalf of the
incurred/ received. government.
Work-in-progress - Contractual: Cost of work i. Revenue from Real estate projects is
yet to be certified/ billed, as it pertains to recognized when it is reasonably certain
contract costs that relate to future activity on that the ultimate collection will be made and
the contract, are recognised as contract work- that there is buyers commitment to make
in-progress provided it is probable that they the complete payment.
will be recovered. Contractual work-in- Revenue from real estate under
progress is valued at lower of cost and net development is recognized upon transfer of
realisable value. all significant risks and rewards of
Work-in-progress - Real estate projects ownership of such real estate, as per the
(including land inventory): Represents cost terms of the contracts entered into with
incurred in respect of unsold area of the real buyers, which generally coincides with the
estate development projects or cost incurred firming of the sales contracts/ agreement,
on projects where the revenue is yet to be except for the contracts where the company
recognised. Real estate work-in-progress is still has obligations to perform substantial

32nd Annual Report 2018-19 113


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
acts even after the transfer of all significant 2.10 Cost of revenue
risks and rewards. In such cases, the Cost of constructed properties includes cost
revenue is recognized on percentage of of land (including cost of development rights/
completion method, when the stage of land under agreements to purchase),
completion of each project reaches a estimated internal development costs,
reasonable level of progress. The revenue external development charges, borrowing
is recognized in proportion that the contract costs, overheads, construction costs and
cost incurred for work performed up to the development/ construction materials, which
reporting date bear to the estimated total is charged to the statement of profit and loss
contract cost. based on the revenue recognized as
Revenue from real estate projects including explained in accounting policy for revenue
revenue from sale of undivided share of from real estate projects above, in
land [group housing] is recognised upon consonance with the concept of matching
transfer of all significant risks and rewards costs and revenue. Final adjustment is made
of ownership of such real estate/ property, on completion of the specific project.
as per the terms of the contracts entered 2.11 Foreign Currency Transactions
into with buyers, which generally coincides
with the firming of the sales contracts/ Functional and Presentation Currency
agreements. The financial statements are presented in
When the outcome of a real estate project Indian Rupees (`) which is also the functional
can be estimated reliably and the and presentation currency of the Company.
conditions above are satisfied, project Transactions and balances
revenue (including from sale of undivided Foreign currency transactions are recorded
share of land) and project costs associated in the functional currency, by applying the
with the real estate project should be exchange rate between the functional
recognised as revenue and expenses by currency and the foreign currency at the date
reference to the stage of completion of the of the transaction.
project activity at the reporting date arrived
at with reference to the entire project costs Foreign currency monetary items
incurred (including land costs). Revenue is outstanding at the balance sheet date are
recognized on execution of either an converted to functional currency using the
agreement or a letter of allotment closing rate. Non-monetary items
denominated in a foreign currency which are
ii. Interest Income carried at historical cost are reported using
Interest income is recognized on a time the exchange rate at the date of the
proportion basis taking into account the transactions.
amount outstanding and the applicable Exchange differences arising on monetary
interest rate. Interest income is included items on settlement, or restatement as at
under the head “other income” in the reporting date, at rates different from those at
statement of profit and loss. which they were initially recorded, are
iii. Dividend Income recognized in the statement of profit and loss
Dividend income is recognized with the in the year in which they arise.
company’s right to receive dividend is All other exchange differences towards loans
established by the reporting date. and advances made to foreign subsidiary are
iv. Other Income recognized as exchange fluctuation gain or
loss on the disposal of Investments.
Other Income is accounted on accrual
basis. 2.12 Employee Benefit Expenses
2.9 Unbilled Revenue Provident Fund
Revenue recognized based on policy on The Company makes contribution to
revenue, over and above the amount due as statutory provident funding accordance with
per the payment plans agreed with the the Employees’ Provident Funds and
customers. Miscellaneous Provisions Act, 1952.

114 Ajmera Realty & Infra India Limited


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NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
Gratuity reporting date.
Gratuity is a post-employment benefit and is 2.13 Taxation
in the nature of a defined benefit plan. The Tax expense recognized in statement of profit
liability recognized in the balance sheet in and loss comprises the sum of deferred tax
respect of gratuity is the present value of the and current tax except the ones recognized in
defined benefit/obligation at the balance other comprehensive income or directly in
sheet date, together with adjustments for equity.
unrecognized actuarial gains or losses and
Current tax is determined as the tax payable
past service costs. The defined
in respect of taxable income for the year and
benefit/obligation is calculated at or near the
is computed in accordance with relevant tax
balance sheet date by an independent
regulations. Current income tax relating to
actuary using the projected unit credit
items recognized outside profit or loss is
method. This is based on standard rates of
recognized outside profit or loss (either in
inflation, salary growth rate and mortality.
other comprehensive income or in equity).
Discount factors are determined close to
each year-end by reference to market yields Minimum alternate tax (‘MAT’) credit
on government bonds that have terms to entitlement is recognized as an asset only
maturity approximating the terms of the when and to the extent there is convincing
related liability. Service cost on the evidence that normal income tax will be paid
Company’s defined benefit plan is included in during the specified period. In the year in
employee benefits expense. Net interest which MAT credit becomes eligible to be
expense on the net defined benefit liability is recognized as an asset, the said asset is
included in finance costs. Actuarial gains created by way of a credit to the statement of
/losses resulting from re-measurements of profit and loss and shown as MAT credit
the liability are included in other entitlement. This is reviewed at each balance
comprehensive income. sheet date and the carrying amount of MAT
credit entitlement is written down to the extent
Other long-term employee benefits
it is not reasonably certain that normal
Liability in respect of compensated absences income tax will be paid during the specified
becoming due or expected to be availed period.
within one year from the balance sheet date is
Deferred tax is recognized in respect of
recognized on the basis of discounted value
temporary differences between carrying
of estimated amount required to be paid or
amount of assets and liabilities for financial
estimated value of benefit expected to be
reporting purposes and corresponding
availed by the employees. Liability in respect
amount used for taxation purposes. Deferred
of compensated absences becoming due or
tax assets on unrealised tax loss are
expected to be availed more than one year
recognized to the extent that it is probable
after the balance sheet date is estimated on
that the underlying tax loss will be utilised
the basis of an actuarial valuation performed
against future taxable income. This is
by an independent actuary using the
assessed based on the Company’s forecast
projected unit credit method.
of future operating results, adjusted for
Actuarial gains and losses arising from past significant on-taxable income and expenses
experience and changes in actuarial and specific limits on the use of any unused
assumptions are charged to statement of tax loss. Unrecognized deferred tax assets
profit and loss in the year in which such gains are re-assessed at each reporting date and
or losses are determined. are recognized to the extent that it has
Short-term employee benefits become probable that future taxable profits
Accumulated leave, which is expected to be will allow the deferred tax asset to be
utilized within the next 12 months, is treated recovered.
as short – term employee benefit. The Deferred tax assets and liabilities are
company measures the expected cost of measured at the tax rates that are expected to
such absences as the additional amount that apply in the year when the asset is realised or
is except to pay as a result of the unused the liability is settled, based on tax rates (and
entitlement that has accumulated at the tax laws) that have been enacted or

32nd Annual Report 2018-19 115


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
substantively enacted at the reporting date. expected credit losses. Lifetime expected
Deferred tax relating to items recognized credit losses are the expected credit losses
outside statement of profit and loss is that result from all possible default events
recognized outside statement of profit or loss over the expected life of a financial
(either in other comprehensive income or in instrument.
equity). 2.17 Other financial assets
2.14 Impairment of non-financial assets In respect of its other financial assets, the
At each reporting date, the Company Company assesses if the credit risk on those
assesses whether there is any indication financial assets has increased significantly
based on internal/external factors, that an since initial recognition. If the credit risk has
asset may be impaired. If any such indication not increased significantly since initial
exists, the recoverable amount of the asset or recognition, the Company measures the loss
the cash generating unit is estimated. If such allowance at an amount equal to 12-
recoverable amount of the asset or cash monthexpected credit losses, else at an
generating unit to which the asset belongs is amount equal to the lifetime expected credit
less than its carrying amount. The carrying losses.
amount is reduced to its recoverable amount When making this assessment, the Company
and the reduction is treated as an impairment uses the change in the risk of a default
loss and is recognized in the statement of occurring over the expected life of the
profit and loss. If, at the reporting date, there financial asset. To make that assessment, the
is an indication that a previously assessed Company compares the risk of a default
impairment loss no longer exists, the occurring on the financial asset as at the
recoverable amount is reassessed and the balance sheet date with the risk of a default
asset is reflected at the recoverable amount. occurring on the financial asset as at the date
Impairment losses previously recognized are of initial recognition and considers
accordingly reversed in the statement of profit reasonable and supportable information, that
and loss. is available without undue cost or effort, that is
2.15 Impairment of financial assets indicative of significant increases in credit risk
In accordance with Ind AS 109, the Company since initial recognition. The Company
applies expected credit loss (ECL) model for assumes that the credit risk on a financial
measurement and recognition of impairment asset has not increased significantly since
loss for financial assets. initial recognition if the financial asset is
determined to have low credit risk at the
ECL is the weighted-average of difference balance sheet date.
between all contractual cash flows that are
due to the Company in accordance with the 2.18 Cash and Cash Equivalent
contract and all the cash flows that the Cash and cash equivalents comprise cash in
Company expects to receive, discounted at hand, demand deposits and short-term highly
the original effective interest rate, with the liquid investments that are readily convertible
respective risks of default occurring as the into known amount of cash and which are
weights. When estimating the cash flows, the subject to an insignificant risk of changes in
Company is required to consider: value.
All contractual terms of the financial assets 2.19 Provisions, contingent assets and
(including prepayment and extension) over contingent liabilities
the expected life of the assets. Provisions are recognized only when there is
Cash flows from the sale of collateral held or a present obligation, as a result of past
other credit enhancements that are integral to events and when a reliable estimate of the
the contractual terms. amount of obligation can be made at the
2.16 Trade Receivables reporting date. These estimates are
reviewed at each reporting date and adjusted
In respect of trade receivables, the Company
to reflect the current best estimates.
applies the simplified approach of Ind AS 109,
Provisions are discounted to their present
which requires measurement of loss
values, where the time value of money is
allowance at an amount equal to lifetime
material.

116 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
Contingent liability is disclosed for: After initial measurement, such financial
• Possible obligations which will be confirmed assets are subsequently measured at
only by future events not wholly within the amortised cost using the effective interest
control of the Company or rate (EIR) method.
• Present obligations arising from past events ii) Investments in equity instruments of
where it is not probable that an outflow of subsidiaries, joint ventures and associates
resources will be required to settle the – Investments in equity instruments of
obligation or a reliable estimate of the subsidiaries, joint ventures and associates are
amount of the obligation cannot be made. accounted for at cost in accordance with Ind AS
27 Separate Financial Statements.
Contingent assets are neither recognized
nor disclosed except when realisation of iii) Financial Assets at Fair Value through FVTPL
income is virtually certain, related asset is FVTPL is a residual category for financial
disclosed. assets. Any financial assets, which does not
2.20 Operating leases meet the criteria for categorization as at
amortized cost or as FVTOCI, is classified as at
Leases in which the lesser does not transfer
FVTPL. financial assets included within the
substantially all the risks and rewards of
FVTPL category are measured at fair value
ownership of an asset to the lessee are
with all changes recognized in the statement of
classified as operating leases.
profit and loss. In addition, the Company may
Company as a lessee elect to designate a financial asset, which
Lease rental are charged to statement of otherwise meets amortized cost or FVTOCI
profit and loss on straight-line basis except criteria, as at FVTPL. However, such election is
where scheduled increase in rent allowed only if doing so reduces or eliminates a
compensates the lessor for expected measurement or recognition inconsistency
inflationary costs. (referred to as ‘accounting mismatch’). The
Company has not designated any financial
Company as a lessor
asset as at FVTPL.
Rental income is recognized on straight-line
basis over the lease term except where De-recognition of financial assets
scheduled increase in rent compensates the A financial asset is primarily de-recognized
Company with expected inflationary costs. when the contractual rights to receive cash
flows from the asset have expired or the
2.21 Financial Instruments
Company has transferred its rights to receive
Initial recognition and measurement cash flows from the asset.
Financial assets and financial liabilities are Subsequent measurement of Financial
recognized when the Company becomes a Assets
party to the contractual provisions of the
financial instrument and are measured Subsequent to initial recognition, all non-
initially at fair Value adjusted for transaction derivative financial liabilities are measured at
costs, except for those carried at fair value amortised cost using the effective interest
through profit or loss which are measured method.
initially at fair value. De-recognition of financial liabilities
Subsequent measurement of Financial Assets A financial liability is de-recognized when the
obligation under the liability is discharged or
I) Financial assets carried at amortised cost –
cancelled or expires. When an existing
a financial asset is measured at the amortised
financial liability is replaced by another from the
cost, if both the following conditions are met:
Same lender on substantially different terms or
• The asset is held within a business model the terms of an existing liability are substantially
whose objective is to hold assets for modified, such an exchange or modification is
collecting contractual cash flows, and treated as the de-recognition of the original
• Contractual terms of the asset give rise on liability and the recognition of a new liability.
specified dates to cash flows that are solely The difference in the respective carrying
payments of principal and interest (SPPI) on amounts is recognized in the statement of profit
the principal amount outstanding. or loss.

32nd Annual Report 2018-19 117


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
2.22 Earnings per share be made of total budgeted cost with the
Basic earnings per share is calculated by outcomes of underlying construction and
dividing the net profit or loss for the period service contracts, which require assessments
attributable to equity shareholders (after and judgements to be made on changes in work
deducting attributable taxes) by the weighted- scopes, claims (compensation, rebates etc.)
average number of equity shares outstanding and other payments to the extent they are
during the period. The weighted-average probable and they are capable of being reliably
number of equity shares outstanding during the measured. For the purpose of making
period is adjusted for events including a bonus estimates for claims, the Company used the
issue. available Contractual and historical
For the purpose of calculating diluted earnings information.
per share, the net profit or loss for the period Useful lives of depreciable/ amortisable
attributable to equity shareholders and the assets – Management reviews its estimate of
weighted-average number of shares the useful lives of depreciable / amortisable
outstanding during the period are adjusted for assets at each reporting date, based on the
the effects of all dilutive potential equity shares. expected utility of the assets. Uncertainties in
2.23 Significant management judgement in these estimates relate to technical and
applying accounting policies and economic obsolescence that may change the
utility of assets.
estimation uncertainty
The preparation of the Company’s financial Defined benefit obligation (DBO) –
statements requires management to make Management’s estimate of the DBO is based
judgments, estimates and assumptions that on a number of underlying assumptions such
affect the reported amounts of revenues, as standard rates of inflation, mortality,
expenses, assets and liabilities and the related discount rate and anticipation of future salary
disclosures. increases. Variation in these assumptions may
significantly impact the DBO amount and the
Significant management judgements annual defined benefit expenses.
Recognition of deferred tax assets – The Fair value measurements – Management
extent to which deferred tax assets can be applies valuation techniques to determine the
recognized is based on an assessment of the fair value of financial instruments (where active
probability of the future taxable income against market quotes are not available). This involves
which the deferred tax assets can be utilized. developing estimates and assumptions
Evaluation of indicators for impairment of consistent with how market participants would
assets – The evaluation of applicability of price the instrument. The Group used valuation
indicators of impairment of assets requires techniques that are appropriate in the
assessment of several external and internal circumstances and for which sufficient data is
factors which could result in deterioration of available to measure fair value, maximizing the
recoverable amount of the assets. use of relevant observable inputs and
Impairment of financial assets – At each minimizing the use of unobservable inputs. All
balance sheet date, based on historical default assets and liabilities for which fair value is
rates observed over expected life, the measured or disclosed in the financial
management assesses the expected credit statements are categorized within the fair value
loss on outstanding financial assets. hierarchy, described as follows, based on the
Provisions – At each balance sheet date basis lowest level input i.e. significant to the fair value
the management judgment, changes in facts measurement as a whole.;
and legal aspects, the Company assesses the Level 1. Quoted prices(unadjusted) in active
requirement of provisions against the markets for identical assets and liabilities
outstanding contingent liabilities. However, the Level 2. Input other than quoted prices
actual future outcome may be different from included within level 1 that are observable for
this judgement. the assets or liabilities either directly(i.e. as
Revenue and inventories – The Company prices) or indirectly (i.e. derived from prices)
recognizes revenue using the percentage of Level 3. Inputs for the assets and liabilities that
completion method. This requires forecasts to are not based on observable market data
(unobservable inputs)

118 Ajmera Realty & Infra India Limited


Note 3 : Property, Plant and Equipment (PPE) (` in Lakhs)
DESCRIPTION Gross Block Accumulated Depreciation Net Block
April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
2018 2019 2018 2019 2019 2018
Plant & Equipment 558.07 3.08 - 561.15 206.47 36.47 - 242.94 318.21 351.60
Furniture and Fixtures 142.42 0.97 - 143.39 96.71 13.10 - 109.81 33.58 45.71
Vehicles* 877.12 324.62 - 1,201.74 518.20 118.68 - 636.88 564.86 358.92
Office Equipment 85.65 5.33 - 90.98 72.46 4.07 - 76.53 14.45 13.19
Computer Hardware 181.14 11.46 - 192.60 142.11 10.57 - 152.68 39.92 39.03
TOTAL 1,844.40 345.46 - 2,189.86 1,035.95 182.89 - 1,218.84 971.02 808.45
* Vehicles are hypothecated as security for borrowings amounting to Rs.2.38 lakhs Refer note no. 23)

DESCRIPTION Gross Block Accumulated Depreciation Net Block


FOR THE YEAR ENDED 31ST MARCH, 2019

April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
2017 2018 2017 2018 2018 2017
Plant & Equipment 519.36 38.71 - 558.07 171.39 35.08 - 206.47 351.60 347.97
Furniture and Fixtures 128.13 14.29 - 142.42 83.88 12.83 - 96.71 45.71 44.25
Vehicles* 828.24 55.82 6.94 877.12 427.74 95.02 4.56 518.20 358.92 400.50
39 - 76

Office Equipment 82.26 3.76 0.37 85.65 69.52 3.29 0.37 72.46 13.22 12.75
Computer Hardware 158.13 23.01 - 181.14 132.40 9.71 - 142.11 39.01 25.73
Board’s Report

TOTAL 1,716.12 135.59 7.31 1,844.40 884.93 155.93 4.93 1,035.95 808.45 831.19
* Vehicles are hypothecated as security for borrowings amounting to Rs.43.01 lakhs (Refer note no. 23)

Note 4 : Intangible Assets (` in Lakhs)


DESCRIPTION Gross Block Accumulated Depreciation Net Block
April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
2018 2019 2018 2019 2019 2018
77 - 99

Computer Software 84.40 0.26 - 84.66 67.46 6.29 - 73.75 10.91 16.94
Total 84.40 0.26 - 84.66 67.46 6.29 - 73.75 10.91 16.94
Corporate Governance Report

DESCRIPTION Gross Block Accumulated Depreciation Net Block


NOTES FORMING PART OF FINANCIAL STATEMENTS

April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
2017 2018 2017 2018 2018 2017

32nd Annual Report 2018-19


Computer Software 84.40 - - 84.40 60.65 6.81 - 67.46 16.94 23.75
Total 84.40 - - 84.40 60.65 6.81 - 67.46 16.94 23.75
100 - 170
Financial Statements

119
120
Note 5 : Investments
Particulars Ownership Country Face No. of Shares ` in Lakhs
Interest (%) of Origin Value
March 31, March 31, March 31, March 31,
2019 2018 2019 2018
Investments in Equity Instruments
(Unquoted, fully paid-up)
Investments in Subsidiaries
Jolly Brothers Private Limited 100 India Rs.1,000/- 2,000 2,000 4,179.77 4,179.77
Ajmera Mayfair Global Realty W.L.L. 60 Bahrain Bahrain 85,200 85,200 2,795.19 2,795.19
Dinar.50/- Dinar.50/-
Ajmera Corporation UK Ltd. 100 United 1 GBP 41,55,000 29,50,000 3,693.57 2,521.33
FOR THE YEAR ENDED 31ST MARCH, 2019

Kingdom
Ajmera Estates (Karnataka) Private Limited 100 India Rs.10/- 10,000 10,000 1.00 1.00

Ajmera Realty & Infra India Limited


Ajmera Clean Green Energy Limited 100 India Rs.10/- 50,000 50,000 5.00 5.00
Ajmera Realty Ventures Private Limited 100 India Rs.10/- 10,000 10,000 1.00 1.00
Ajmera Realcon Private Limited 100 India Rs.10/- 10,000 10,000 1.00 1.00
Radha Raman Private Limited 100 India Rs.10/- 10,000 - 1.00 -
Laudable infrastucture LLP Refer India - - 27.53 23.29
Sana Build Pro LLP Note India - - 0.75 0.75
Ajmera Infra Development LLP below India - - 3.00 0.70
Sana Building Products LLP India - - 0.75 0.75
Anirdesh Developers LLP 84.9 India 8.49 -
10,718.04 9,529.77
Investments in Associates
Ultratech Property Developers Private Limited 36 India Rs.10/- 3,60,000 3,60,000 37.08 37.08
V.M.Procon Private limited 50 India Rs.10/- 20,000 20,000 2.00 2.00
39.08 39.08
Investments in Preference Shares (Unquoted,
2 - 20

fully paid-up)
Investment in Associates
Corporate Overview

V.M.Procon Private limited 50 India Rs.100/- 20,00,000 20,00,000 2,160.00 2,160.00


2,160.00 2,160.00
NOTES FORMING PART OF FINANCIAL STATEMENTS

Investment in Other Equity Instruments Unquoted


Modulex Modular Building Private Limited India Rs.10/- 50,00,000 - 500.00 -
500.00 -
Total Investments 13,417.12 11,728.85
Notice
22 - 38
Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

Note 5 : Investsments

Investment in Limited Liability Partnership Profit Sharing Ratio(%) ` in Lakhs


Laudable infrastucture LLP
Shri.Sanjay C Ajmera 3.15% 3.15%` 1.05 1.05
Shri. Dhaval R Ajmera 2.70% 2.70% 0.90 0.90
Shri. Manoj I Ajmera 2.10% 2.10% 0.70 0.70
Smt. Rupal M Ajmera 2.10% 2.10% 0.70 0.70
Shri. Mona B Ajmera 2.30% 2.30% 0.77 0.77
Shri. Atul C Ajmera 3.15% 3.15% 1.05 1.05
Smt. Kokila S Ajmera 2.10% 2.10% 0.70 0.70
Smt. Bharti R Ajmera 5.10% 5.10% 1.70 1.70
Smt. Twishal N Ajmera 2.70% 2.70% 0.90 0.90
Shri. Ashwin B Ajmera 2.30% 2.30% 0.77 0.77
Shri. Jigar S. Ajmera 2.30% 2.30% 0.77 0.77
Ajmera Realty & Infra India Limited 70.00% 70.00% 23.29 23.29
100.00% 100.00% 33.27 33.27

Sana Build Pro LLP


Ajmera Realty & Infra India Ltd 74.90% 74.90% 0.75 0.75
Deepak Gadhia 25.00% 25.00% 0.25 0.25
Manoj I Ajmera 0.10% 0.10% 0.00 0.00
100.00% 100.00% 1.00 1.00

Investment in Sana Building Products LLP


Ajmera Realty & Infra India Ltd 74.90% 74.90% 0.75 0.75
Deepak Gadhia 25.00% 25.00% 0.25 0.25
Manoj I Ajmera 0.10% 0.10% 0.00 0.00
100.00% 100.00% 1.00 1.00

Ajmera Infra Development LLP


Mr. Manoj I. Ajmera 2.10% 2.10% 0.02 0.02
Mr. Rushi M. Ajmera 2.10% 2.10% 0.02 0.02
Mr.Jigar S. Ajmera 2.30% 2.30% 0.02 0.02
Mr.Yash B. Ajmera 2.30% 2.30% 0.02 0.02
Mr. Ashwin B. Ajmera 2.30% 2.30% 0.02 0.02
Mr. Atul C. Ajmera 3.15% 3.15% 0.03 0.03
Mr. Sanjay C. Ajmera 3.15% 3.15% 0.03 0.03
Ms. Kokila S. Ajmera 2.10% 2.10% 0.02 0.02
Mr. Nimish S. Ajmera 2.70% 2.70% 0.03 0.03
Mr.Rajnikant S. Ajmera 5.10% 5.10% 0.05 0.05
Mr. Dhaval R. Ajmera 2.70% 2.70% 0.03 0.03
Ajmera Realty & Infra India Ltd 70.00% 70.00% 0.70 0.70
100.00% 100.00% 1.00 1.00

Anirdesh Developers LLP


Nimish S. Ajmera 0.10% - 0.01
Ajmera Realty and Infra India Limited 84.90% - 8.49
Vaibhav Kokate 15.00% - 1.50
100.00% 100.00% 10.00

32nd Annual Report 2018-19 121


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)
Sr.No. Particulars 31st March, 2019 31st March, 2018
6 Loans
Security deposits
- Unsecured Considered good 290.85 77.92
Unsecured Considered Good
Loans to related parties 53,706.32 44,331.10
(Refer Note No.40)
Total 53,997.17 44,409.02

7 Others Financial Assets


Interest Receivable 124.39 74.50
Other Assets* 1.31 1.31
* Amount receivable from HDFC Bank
Total 125.70 75.81

8 Other Non Current Assets


Prepaid Expenses 0.56 0.02
Advance Interest & Processing Fees 22.24 75.69
Total 22.80 75.71

9 Inventories
Opening Balance
Cost of Land 39.31 39.31
Cost of Infrastructure, Development and Filling 52,093.36 46,526.15
A 52,132.67 46,565.46

Additions
Material Purchase 3,016.21 5,108.02
Labour Charges 11,024.29 10,060.33
Rent, Rates and Taxes 1,534.02 153.67
General Administrative Expenses 11,585.04 4,320.66
Other Expenses 10,163.71 6,535.40
B 37,323.27 26,178.08

Total A+B=C 89,455.94 72,743.54


Less: Transferred to Statement of Profit & Loss D 27,263.71 20,610.87

Closing Balance C-D 62,192.23 52,132.67


Inventory is Valued at Cost. Borrowing cost included in Inventory
is Rs.7766.06 in 31.03.19 Rs.4789.40 in 31.03.18

122 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)
Sr.No. Particulars 31st March, 2019 31st March, 2018
10 Trade Receivables
Unsecured
(a) Over six months from the date they were due for payment
Considered good 6,773.82 2,771.87
Less : Allowance for credit loss 33.87 13.93
A 6,739.95 2,757.94
(b) Others
Considered good 10,039.01 14,389.82
Less : Allowance for credit loss - -
B 10,039.01 14,389.82
Total A+B 16,778.96 17,147.76
The Company measures the expected credit loss of trade receivables based on historical trend, industry practices
and the business environment in which the entity operates. Expected Credit Loss is based on actual credit loss
experienced and past trends based on the historical data.
Movement in allowance for credit loss
Particulars
Opening Balance 13.93 11.13
(+) Provided during the year 19.94 2.80
(-) Reversal during the year - -
Closing Balance 33.87 13.93

11 Cash and Bank Balances


Cash and cash equivalents
Balances with banks
- In current accounts 951.96 161.55
Cash in hand 36.58 32.61
Total 988.54 194.16
12 Bank Balance other than above
Cash and cash equivalents
Balances with banks
- In Unpaid Dividend account 75.84 30.41
- Bank deposits with Maturity with more than 3 Months 32.10 43.91
Held as margin money, guarantees or other earmarked balances 1,000.03 1,240.12
Total 1,107.97 1,314.44
13 Loans
Unsecured Considered good
Security Deposits - 3.60
Loans to Employees 6.51 12.58
Other Statutory Dues - -
Other Loans 579.61 346.92
Total 586.12 363.10

32nd Annual Report 2018-19 123


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)
Sr.No. Particulars 31st March, 2019 31st March, 2018
14 Current Tax Assets (Net)
Advance Tax (net of Provisions) 1,002.19 452.95
Total 1,002.19 452.95
15 Other Current Assets
Balance with Government Authorities 1,983.60 1,180.60
Prepaid Expenses 38.90 39.06
Interest and Processing Fees paid in Advance 22.25 32.16
Advances to Suppliers
- Considered good 3,552.19 2,303.70
Total 5,596.94 3,555.52

Sr.No Particulars 31st March, 2019 31st March, 2018


16 EQUITY SHARE CAPITAL
Authorised
15,00,00,000 (Previous Year 15,00,00,000) 15,000.00 15,000.00
Equity Shares of ` 10/- each.
ISSUED SUBSCRIBED AND PAID UP
3,54,84,875 (Previous Year 3,54,84,875) 3,548.49 3,548.49
Equity Shares of ` 10/- each, fully paid up
Total 3,548.49 3,548.49

a. Reconciliation of shares outstanding at the beginning and at the end of the reporting period

31st March, 2019 31st March, 2018


Equity shares Nos. `. in Lakhs Nos. `. in Lakhs
At the beginning of the period 3,54,84,875 3,548.49 3,54,84,875 3,548.49
Issued during the year
Bought-back during the year
Outstanding at the end of the period 3,54,84,875 3,548.49 3,54,84,875 3,548.49

b. Term/rights attached

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share
is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The Final dividend
proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General
Meeting.
During the year ended 31st March, 2019, the amount of per share dividend recognised as distributions to equity
shareholders was Rs.3.30 per share (Previous year Rs. 3.30 per share) as Final Dividend.

c. Aggregate numbers of bonus shares issued, share issued for consideration other than cash and shares brought back
during the period of five years immediately preceding the reporting date:
For the period of five years starting from preceding date
Year 2017-2018
Year 2016-2017
Year 2015-2016
Year 2014-2015
Year 2013-2014

124 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)
Sr.No Particulars 31st March, 2019 31st March, 2018
d. Details of shareholders holding more than
5% shares in the company
Nos. % holding Nos. % holding
Equity shares of Rs. 10 each fully paid
ARIIL TRUST through its representative 1,87,37,759 52.80 - -
Mr. Shashikant S. Ajmera, Trustee and
Mr. Rajnikant S. Ajmera, Trustee and
Mr. Manoj I. Ajmera, Trustee.
FAHRENHEIT N GAMES PRIVATE LIMITED 24,99,999 7.05 24,99,999 7.05

As per records of the company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of
shares.

Sr.No Particulars 31st March, 2019 31st March, 2018


17 OTHER EQUITY
Capital Reserve
Opening Balance 1,243.00 1,243.00
Addition : During the year - -
Closing Balance A 1,243.00 1,243.00
Securities Premium
Opening Balance 3,432.43 3,432.43
Addition : During the year - -
Closing Balance B 3,432.43 3,432.43
General Reserve
Opening Balance 9,365.44 8,604.73
Add: Transfer from Profit & Loss 656.29 760.71
Ind As Adjustment
Closing Balance C 10,021.73 9,365.44
Surplus in the Statement of
Profit and Loss
As per last accounts 32,857.44 27,216.85
Add: Profit for the Year 6,562.91 7,607.12
Closing Balance (i) 39,420.35 34,823.97
Less: Appropriations
Interim & Final Equity Dividend 1,171.00 1,171.00
Tax on Proposed Equity dividend 14.59 34.81
Transfer to General Reserve 656.29 760.71
Total appropriations (ii) 1,841.89 1,966.52
D (i) - (ii) 37,578.46 32,857.44
Total A+B+C+D 52,275.63 46,898.31

18 NON CURRENT BORROWINGS


Secured borrowings
Term Loans from Banks * 49,956.81 12,486.07
From Financial Institutions ** 17,213.68 18,721.86
Other deposits 41.24 39.02
Total 67,211.73 31,246.95

32nd Annual Report 2018-19 125


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
* Term loans from Banks includes borrowings from ICICI Bank having an effective rate of interest of 10.30% repayable in
specified monthly installments secured against:
1. Residential cum Commercial project "Treon" having saleable area of approx. 5,40,004 sqft along with the underlying land
measuring admeasuring approximately 4,410 sq.mt situated at sub plot A bearing CTS No. 1A/2 of village Anik at Chembur
admeasuring 72,778.9 sq.mt and
2. Residential cum Commercial project "Zeon" having saleable area of approx. 5,40,004 sqft along with the underlying land
measuring admeasuring approximately 4,152 sq.mt situated at sub plot A bearing CTS No. 1A/2 of village Anik at Chembur
admeasuring 72,778.9 sq.mt
3. Term Loans from Bank include Vehicle Loan
Also these borrowings have been secured by way of personal guarantee of Rajnikant Ajmera & Manoj Ajmera.
** Loans from Financial Institutions includes borrowings from HDFC Bank having an effective rate of interest of 10.35% repayable
in specified monthly installments secured against:
1. Mortgage of project "Ajmera Aeon" Bhakti Park, Wadala, Mumbai along with an exclusive charge on the scheduled receivables
and
2. Mortgage of all parcel of land admeasuring 72778.90 sqmt bearing CTS no. 1A/2 of village Anik Taluka Kurla Mumbai along with
an exclusive charge on the scheduled receivables and all insurance proceeds
Also these borrowings have been secured by way of personal guarantee of Rajnikant Ajmera, Dhaval Ajmera & Bandish
Ajmera.
(` in Lakhs)
Sr.No Particulars 31st March, 2019 31st March, 2018

19 TRADE PAYABLES
Dues to micro and small enterprises (refer note. No.41) - -
Others 1,679.11 1,179.32
Total 1,679.11 1,179.32

20 PROVISION
Provision for Employee Benefits
Gratuity 345.36 282.98
Leave En-cashment 185.79 203.07
Total 531.15 486.05

21 OTHER NON CURRENT LIABILITIES


Advance from Customers 16,177.14 24,848.38
Rent Received in advance 12.20 16.93
Others 786.29 -
Total 16,975.63 24,865.31

22 TRADE PAYABLES
Dues to micro and small enterprises (refer note. No.41) 156.32 0.48
Others 4,378.38 5,054.25
Total 4,534.70 5,054.73

23 OTHER FINANCIAL LIABILITIES


Current Maturities of long term debt (refer note no.18) 6,748.42 15,773.82
Unclaimed Dividend 75.84 30.42
Bank overdraft 932.35 992.39
Others 464.16 620.38
Total 8,220.77 17,417.01

24 OTHER CURRENT LIABILITIES


Rent received in Advance 4.72 4.72
Statutory Dues Payable 124.88 128.92
Others 61.50 2.31
Total 191.10 135.95

126 Ajmera Realty & Infra India Limited


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NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)
Sr.No Particulars 31st March, 2019 31st March, 2018

25 PROVISIONS
Provision for Employee Benefit
Gratuity 25.51 24.90
Bonus 99.76 -
Leave benefits 31.46 2.96
Others
Provision for Proposed Dividend 1,171.00 1,171.00
Provision for Expenses 301.63 244.40
Total 1,629.36 1,443.26

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Corporate Overview Notice
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NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)
Sr.No Particulars 31st March, 2019 31st March, 2018
26 REVENUE FROM OPERATIONS
Sale of Products - Flat Sold 34,285.01 28,906.73
Total 34,285.01 28,906.73
27 OTHER INCOME
Interest income on
Bank deposits 62.82 46.42
Dividend income on
Investment in subsidiaries 1,116.00 1,000.00
Other Non-Operating Income 200.23 139.34
Profit on Sale of Fixed Assets - 0.64
Share of Profit from Subsidiaries 6.54 16.29
Miscellaneous Income 53.18 111.79
Total 1,438.77 1,314.48
28 Construction Cost
Material Cost 3,509.51 3,477.60
Labour Cost 8,946.85 6,542.92
Power and fuel 274.00 254.45
MCGM Expenses 3,117.38 1,443.88
Design & Technical Assistance Fees 550.87 266.45
Hiring Costs 38.22 44.10
Total 16,436.83 12,029.40
29 EMPLOYEE BENEFIT EXPENSES
Employee Benefit Expenses 2,309.58 2,302.10
Total 2,309.58 2,302.10
30 FINANCE COST
Borrowing Cost 4,754.23 4,065.83
Total 4,754.23 4,065.83
31 DEPRECIATION AND AMORTISATION
Depreciation and Amortisation 189.18 162.72
Total 189.18 162.72
32 OTHER EXPENSES
Selling Cost 1,461.06 990.24
General Administration Expenses 1,982.40 1,130.45
Corporate Social Responsibility (refer Note No. 46) 123.61 79.05
Professional Fees 11.50 11.00
Provision for Doubtful Debts 19.94 2.80
Other Expenses 164.56 -
Total 3,763.07 2,213.54

33 Earning per Share (EPS)


The following reflects the profit and share data used in
the basic and diluted EPS computations.
Profit after tax 6,562.91 7,607.12
Weighted average number of equity shares outstanding 3,548.49 3,548.49
during the period
Earning per share (EPS)
Basic in ` 18.49 21.44
Diluted in ` 18.49 21.44

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34 Contingent liabilities not provided for in respect of:


a. Income Tax Demand raised by authorities for the period and there status
Sr.No Assessment Year Rs. In Lakhs Status
1 2009-10 221.19 Income Tax Appellate Tribunal (ITAT) Order u/s 143(3).
Nil Tax Liability. Rectification letter is filed..
2 2010-11 0.31 Income Tax Appellate Tribunal (ITAT) Order u/s 143(3).
Wrong Tax Liability Computed.
Rectification letter is filed
3 2011-12 58.53 Income Tax Appellate Tribunal (ITAT) Order u/s 143(3)
Order u/s 143(3) Wrong Tax Liability Computed.
Rectification letter is filed.
4 2012-13 9.81 Income Tax Appellate Tribunal (ITAT) Order u/s 143.
Rectification letter is filed.
5 2013-14 78.97 Income Tax Appellate Tribunal (ITAT) Order u/s 143.
Wrong Tax Liability Computed.
Rectification letter is filed
6 2014-15 1.79 IIncome Tax Appellate Tribunal (ITAT) Order u/s 143.
Wrong Tax Liability Computed.
Rectification letter is filed
7 2015-16 7.09 Income Tax Appellate Tribunal (ITAT) Order u/s 143.
Wrong Tax Liability Computed.
Rectification letter is filed

b. Ajmera Realty & Infra India Limited has given corporate guarantee to one of its Associate Ultratech Property
Developers Private Limited towards financial facility of Rs.1500 Lakhs availed from Kotak Mahindra Investment
Limited and also given corporate guarantee to one of its Associate V.M. Procon Private Limited towards total financial
facility for Rs. 3600 Lakhs, availed from Tata Capital Financial Services Limited for Rs.1500 Lakhs and from Tata
Capital Housing Finance Limited for Rs. 2100 Lakhs.

35. Sitting Fess paid to Directors other than managing / whole time directors:
`. In Lakhs
Particulars 2018-2019 2017-2018
Sitting Fees 4.16 4.16
Total 4.16 4.16
36. Details of Auditor’s remuneration :
`. In Lakhs
Particulars 2018-2019 2017-18
Audit Fees 10.00 9.00
Tax Audit Fees 1.50 2.00
Total 11.50 11.00

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NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
37. Deferred Taxation:
The Company has net Deferred Tax Assets of Rs. Nil (Previous year Rs 713.13 Lakhs) as on 31st March 2019 on account
of set off after net MAT Credit till 31st March 2019. Accordingly, as a prudence policy the said Deferred Tax Assets has not
been recognized which is in accordance with the Ind AS 12.

38. Employee Benefi t


Consequent to Ind AS 19 “Employee Benefits”, the company has reviewed and revised its accounting policy in respect of
employee benefits.

Sr. No. Particulars ` in Lakhs


as on 31.03.2019
Gratuity Leave Salary Total
(Unfunded) (Unfunded)
[I] Reconciliation in Present Value of
Obligation (PVO) - defi ned benefi ts
Current Service Cost 48.10 (29.62) 18.48
41.24 64.02 105.26
Interest Cost 23.86 15.96 39.82
17.12 15.82 32.94
Actuarial (gain)/ losses 13.32 48.48 61.80
30.01 (79.03) (49.02)
Benefi ts Paid (22.30) (15.60) (37.90)
(16.57) (12.95) (29.52)
Past service cost NIL NIL NIL
NIL NIL NIL
PVO at the beginning of the year 307.89 206.02 513.91
236.09 218.17 454.26
PVO at end of the year 370.87 217.25 588.12
307.89 206.03 513.92

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NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
Sr. No. Particulars ` in Lakhs
as on 31.03.2019
Gratuity Leave Salary Total
(Unfunded) (Unfunded)
[II] Change in fair value of plan assets :
Expected Return on plan assets NIL NIL NIL
NIL NIL NIL
Actuarial (gain)/ losses 13.32 48.48 61.80
30.01 (79.03) (49.02)
Contribution by employers NIL NIL NIL
NIL NIL NIL
Benefi ts Paid (22.30) (15.60) (37.90)
(16.57) (12.95) (29.52)
Fair value of plan assets NIL NIL NIL
at the beginning of the year
NIL NIL NIL
Fair value of plan assets at end of the year NIL NIL NIL
NIL NIL NIL
[III] Reconciliation of PVO and fair value
of plan assets :
PVO at end of period 370.87 217.25 588.12
307.89 206.03 513.92
Fair value of plan assets at end of the year NIL NIL NIL
NIL NIL NIL
Funded status NIL NIL NIL
NIL NIL NIL
Unrecognised actuarial (gain)/ losses NIL NIL NIL
NIL NIL NIL
Net assets/(liability) recognised in the (370.87) (217.25) (588.12)
balance sheet
(307.89) (206.03) (513.92)
[IV] Net cost for the year ended March 31, 2019 :
Current Service Cost 48.10 (29.62) 18.48
41.24 64.02 105.26
Interest Cost 23.86 15.96 39.82
17.12 15.82 32.84
Expected Return on plan assets NIL NIL NIL
NIL NIL NIL
Actuarial (gain)/ losses 13.32 48.48 61.80
30.01 (79.03) 49.02
Net Cost NIL NIL NIL
NIL NIL NIL
[V] Category of assets as at March 31, 2019
[VI] Actual return of plan assets NIL NIL NIL
NIL NIL NIL
[VII] Assumption used in accounting for the
Grauity & Leave Salary plan:
Discount rate (%) 7.50% 7.50%
7.75% 7.75%
Salary escalation rate(%) 8.00% 8.00%
8.00% 8.00%
Expected amount of return on plan assets NIL NIL
NIL NIL
Figures in Bold represents current financial year & others represents for previous year.

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Corporate Overview Notice
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NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
39. The Company primarily deals in the business of Real Estate and hence there is no Primary reportable segment in the
context of Ind AS 108.
40. Related Party Disclosures:
a. Name of Related Parties and Related Party Relationship
Key Management Personnel i] Mr. Manoj I. Ajmera
(Managing Director)
ii] Mr. O. P. Gandhi
(Group Chief Financial Officer)
iii] Ms. Harshini D. Ajmera
(Company Secretary)
b. Relatives of Key Management Personnel
• RUPAL M. AJMERA
• TANVI M. AJMERA
• RUSHI M. AJMERA
• ISHWARLAL S. AJMERA HUF
• MANOJ I. AJMERA HUF
• RITA MITUL MEHTA
• DILIP C. AJMERA
• JYOTI D. AJMERA
• RIDDHI D. AJMERA
• SUMAN O. GANDHI
• NUPUR O. GANDHI
• GAURAV O. GANDHI
C. Related Parties Where Control exists
Subsidiaries i. Jolly Brothers Private limited
ii. Ajmera Estate Karnataka Private Limited
iii. Ajmera Mayfair Global W.L.L
iv. Ajmera Clean Green Energy Limited
v. Ajmera Realty Ventures Private Limited
vi. Ajmera Realcon Private Limited
vii. Laudable Infrastructure LLP
viii. Ajmera Corporation UK Ltd
ix. Radha Raman Dev Ventures Private Limited
ix. Sana Buildpro LLP
x. Sana Building Products LLP
xi. Ajmera Infra Developers LLP
D. Associates/Joint Ventures
i. Ajmera Housing Corporation Bangalore
ii. V. M. Procon Private limited
iii. Sumedha Spacelinks LLP
iv. Ultratech Property Developers Private Limited
E. Other Related Parties
i. Ajmera Cement Private Limited

a. Disclosures in respect of material transactions with related parties (` In lakhs)


Transactions Associates/ Subsidiary Directors and Relatives Maximum Outstanding Closing Balances
FY 18-19 FY 17-18 FY 18-19 FY 17-18 FY 18-19 FY 17-18 FY 18-19 FY 17-18
Finance Received / (Given) 12,433.98 5,818.34 314.95 270.67 55,481.43 44,331.10 53,606.32 44,331.10
Purchase of Goods 3.12 8.27 - - 1.39 -4.51 1.39 -4.51
Rent Paid 59.12 58.80 - - - -5.83 - -
Dividend Received 1,100.00 1,000.00 - - - - - -
Management Fees 77.46 - - - - - - -

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NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
b Disclosure in respect of material transactions with related parties (Rs In lakhs) (` In lakhs)

Nature of Transaction Name of Related Parties Transactions Transactions


2018-2019 2017-2018
Directors
Mr. Rajnikant Shamalji Ajmera 144.70 128.09
(Chairman & Managing Director)
Mr. Manoj lshwarlal Ajmers 105.69 93.42
Remuneration paid (Managing Director)
to Directors & Key Mr. Sanjay Chhotalal Ajmera 55.79 49.17
Management Personnel (Wholetime Director)
Mr. Omprakash Gandhi 68.98 59.59
(Group Chief Financial Officer)
Ms. Harshini D. Ajmera 10.17 8.67
(Company Secretary)
385.39 338.93
Subsidiaries
Ajmera Estates (Karnataka) 6874.34 2453.26
Private Limited
Jolly Brothers Private Limited (0.50) (2.76)
Ajmera Mayfair Global Realty W. L. L. 59.74 176.81
Ajmera Clean Green Energy Limited - (5.00)
Finance Received / (Given) Ajmera Corporation UK Limited 4637.64 1159.56
Ajmera Realcon Private Limited - (51.00)
Ajmera Reality Ventures Private Limited (497.50) 349.00
Total 11073.72 4079.87
Associate & Joint Ventures
Material Purchase Ajmera Cement Private Limited 3.12 8.27
Total 3.12 8.27
Ultratech Property Developers P Ltd. 959.71 1163.96
V. M. Procons Private Limited - -
Sana Buildpro LLP - -
Finance Received / (Given) Anirdesh Developers LLP 300.00 -
Ajmera lnfra Development LLP 223.46 -
Laudable Infrastructure LLP (122.92) 574.51
Total 1360.25 1738.47
Dividend Income Ajmera Estates (Karnataka) Private Limited 1100.00 1000.00
Total 1100.00 1000.00
Rent Paid Pramukh Development Corporation 59.12 58.80
Total 59.12 58.80
Management Fees Times Square Facility Management LLP 77.46 0.00
Total 77.46 0.00

41. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:
a) The principal amount Rs. 156.32 (Previous Year 0.48) lakhs and the interest due thereon is NIL (Previous Year
NIL) remaining unpaid to any supplier at the end of each accounting year 2018-19
b) The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises
Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day
during each accounting year.
C) The amount of Interest due and payable for the period of delay in making payment but without adding the
interest specified under the Micro, Small and Medium Enterprises Development Act, 2006.
d) The amount of Interest accrued and remaining unpaid at the end of each accounting year Nil.

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NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
e) The amount of further interest remaining due and payable even in the succeeding years until such date when
the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible
expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006 is Nil.
The above information and that given in note no. 19 & 22 –“Trade Payables” regarding Micro and Small
enterprises has been determined to the extent such parties have been identified on the basis of available with
the company. This has been relied upon by the auditors.
42. The Company has re - assessed the useful life of assets for the purpose of determination of depreciation in the
manner prescribed under the Schedule II of the Companies Act, 2013.
43. Capital Management Policy
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and
all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s
capital management is to maximise the shareholder value. The Company manages its capital structure and makes
adjustments in light of changes in economic conditions and the requirements of the financial covenants. To
maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt
divided by total capital plus net debt.
(` in Lakhs)
Particulars 31.03.2019 31.03.2018
Net Debt
Non-Current Borrowings 67,211.73 31,246.95
Current Borrowings - -
Current Maturities of LTD 6,748.42 15,773.83
(-) Cash and Cash Equivalent (988.54) (194.16)
Total 72,971.61 46,826.62
Total Equity
Equity Share Capital 3,548.49 3,548.49
Other Equity 52,275.63 46,898.31
Total 55,824.12 50,446.80
Debt to Equity Ratio (1.28) 0.93

44. Financial Risk Management: Disclosure of Financial Instruments by category


For amortised cost instruments, carrying value represents the best estimate of fair value.
(` in Lakhs)
Particulars 31.03.2019 31.03.2018
FVTPL FVOCI Amortised Cost FVTPL FVOCI Amortised Cost
Financial Assets
Investment in subsidiaries, associates 500.00# - 12,917.12* - - 11,728.85
and joint ventures
Loans - - 54,565.29 - - 44,772.12
Other financial assets - - 125.70 - - 75.81
Trade Receivables - - 16,778.96 - - 17,147.76
Cash & Cash Equivalent - - 988.54 - - 194.16
Other Bank Balances - - 1,107.97 - - 1,314.44
Financial Liabilities
Borrowings 28.61 - 67,183.12 24.89 - 31,222.06
Trade Payables - - 6,213.80 - - 6,234.05
Other Financial Liabilities - - 8,220.77 - - 17,417.02
* All the investments in subsidiaries, associates and joint ventures are stated at cost as per Ind AS 27 ‘Separate Financial
Statements’.
# FVTPL by way of Level 3 Input i.e unobservable inputs for assets and liabilities.

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NOTES FORMING PART OF FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
Types of Risk and its management
The Group’s activities expose it to market risk, liquidity risk and credit risk. Board of Directors has overall responsibility
for the establishment and oversight of the Group’s risk management framework. This note explains the sources of risk
which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.
a. Credit Risk
The Company measures the expected credit loss of trade receivables based on historical trend, industry practices
and the business environment in which the entity operates. Expected Credit Loss is based on actual credit loss
experienced and past trends based on the historical data.
b. Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity
is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.
Management monitors rolling forecasts of the Group’s liquidity position and cash and cash equivalents on the basis
of expected cash flows. The Group takes into account the liquidity of the market in which the entity operates.
c. Foreign Currency Risk
The Group has international transactions and is exposed to foreign exchange risk arising from foreign currency
transactions. Foreign exchange risk arises from recognized assets and liabilities denominated in a currency that is
not the Group’s functional currency.
45. Capital and other commitments
Capital and other commitments on account of revenue as well as capital nature is Rs. 4311.62 Lakhs (Previous
Year Rs. 2411.03 Lakhs)
46. Corporate Social Responsibility
Company has spent total of Rs.123.61 Lakhs (Previous Year Rs. 79.05 Lakhs) during the financial year 2018-2019
towards Corporate Social Responsibility against the total requirement of Rs. 123.61 Lakhs (Previous Year
Rs.38.69 Lakhs)
47. The Balance in Debtors and Creditors are subject to confirmation and reconciliation, if any. However as per
management opinion no material impact on financial statements out of such reconciliation is anticipated.
48. Subsequent events
There is not any subsequent event reported after the date of financial statements.
49. Regrouping of Previous Year Figures.
The company has regrouped / rearranged and reclassified previous year figures to conform to current year's
classification.

As per our report of even date For & on behalf of Board of Directors of
For MANESH MEHTA & ASSOCIATES AJMERA REALTY & INFRA INDIA LIMITED
Chartered Accountants
Firm Reg. No. 115832W RAJNIKANT S. AJMERA MANOJ I. AJMERA
Chairman & Managing Director Managing Director
(DIN : 00010833) (DIN : 00013728)
MANESH P. MEHTA O. P. GANDHI HARSHINI D. AJMERA
PARTNER Group Chief Financial Officer Company Secretary
Membership No. 36032
Place : Mumbai Place : Mumbai
Dated : 17th May 2019 Dated : 17th May 2019

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Corporate Overview Notice
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INDEPENDENT AUDITOR’S REPORT


The Members, Basis for Opinion
AJMERA REALTY & INFRA INDIA LIMITED
We conducted our audit of the consolidated financial
MUMBAI,
statements in accordance with the Standards on
REPORT ON THE CONSOLIDATED FINANCIAL Auditing specified under section 143(10) of the Act
STATEMENTS (SAs). Our responsibilities under those Standards are
Opinion further described in the Auditor’s Responsibilities for
the Audit of the Consolidated financial statements
We have audited the accompanying consolidated section of our report. We are independent of the
financial statements of AJMERA REALTY & INFRA Group in accordance with the Code of Ethics issued
INDIA LIMITED (“the Holding Company”) and its by the Institute of Chartered Accountants of India
subsidiaries and associates (the Company and its (ICAI) together with the independence requirements
subsidiaries and associates together referred to as that are relevant to our audit of the consolidated
“the Group”), which comprise the Consolidated financial statements under the provisions of the Act
Balance Sheet as at March 31, 2019, the and the Rules made thereunder, and we have fulfilled
Consolidated Statement of Profit and Loss (including our other ethical responsibilities in accordance with
Other Comprehensive Income), the Consolidated these requirements and the ICAI’s Code of Ethics.
Statement of Changes in Equity and the Consolidated We believe that the audit evidence we have obtained
Statement of Cash Flows for the year ended on that is sufficient and appropriate to provide a basis for our
date, and a summary of the significant accounting audit opinion on the consolidated financial
policies and other explanatory information (hereinafter statements.
referred to as “the consolidated financial statements”).
Key Audit Matters
In our opinion and to the best of our information and
according to the explanations given to us, the Key audit matters are those matters that, in our
aforesaid consolidated financial statements give the professional judgment, were of most significance in
information required by the Companies Act, 2013 our audit of the consolidated financial statements of
(“the Act”) in the manner so required and give a true the current period. These matters were addressed in
and fair view in conformity with the Indian Accounting the context of our audit of the consolidated financial
Standards specified under Section 133 of the Act and statements as a whole, and in forming our opinion
other accounting principles generally accepted in thereon, and we do not provide a separate opinion on
India, of the state of affairs of the Group as at 31st these matters. We have determined the matters
Match, 2019 and its profit and its cash flows for the described below to be the key audit matters to be
year ended on that date. communicated in our report.

Sr. No. Key Audit Matter Auditor's response


1. Accuracy of recognition, measurement, Principal Audit Procedures
presentation and disclosures of revenues and
We assessed the Group’s process to identify the
other related balances in view of adoption of
impact of adoption of the new revenue accounting
Ind AS 115 “Revenue from Contracts with
standard.
Customers” (new revenue accounting
standard) Our audit approach consisted testing of the design and
operating effectiveness of the internal controls and
substantive testing as follows:
The application of the new revenue accounting Ø Evaluated the design of internal controls relating to
standard involves certain key judgements implementation of the new revenue accounting
relating to identification of distinct performance standard.
obligations, determination of transaction price
Ø Selected a sample of continuing and new contracts,
of the identified performance obligations, the
and tested the operating effectiveness of the internal
appropriateness of the basis used to measure
control, relating to identification of the distinct
revenue recognised over a period. Additionally,
performance obligations and determination of
new revenue accounting standard contains
transaction price. We carried out a combination of
disclosures which involves collation of

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Sr. No. Key Audit Matter Auditor's response


information in respect of disaggregated procedures involving enquiry and observation,
revenue and periods over which the remaining reperformance and inspection of evidence in
performance obligations will be satisfied respect of operation of these controls.
subsequent to the balance sheet date. Ø Tested the relevant information technology systems’
access and change management controls relating
to contracts and related information used in
recording and disclosing revenue in accordance
with the new revenue accounting standard.
Ø Selected a sample of continuing and new contracts
and performed the following procedures:
• Read, analysed and identified the distinct
performance obligations in these contracts.
• Compared these performance obligations with that
identified and recorded by the Group.
• Considered the terms of the contracts to determine
the transaction price including any variable
consideration to verify the transaction price used to
compute revenue and to test the basis of estimation
of the variable consideration.
Information Other than the Consolidated financial consolidated financial performance, consolidated
statements and Auditor’s Report Thereon total comprehensive income, consolidated changes
The Holding Company’s Board of Directors is in equity and consolidated cash flows of the Group in
responsible for the preparation of the other accordance with the Ind AS and other accounting
information. The other information comprises the principles generally accepted in India . The respective
information included in the Management Discussion Board of Directors of the companies included in the
and Analysis, Board’s Report including Annexures to Group are responsible for maintenance of the
Board’s Report, Business Responsibility Report, adequate accounting records in accordance with the
Corporate Governance Report and Shareholder’s provisions of the Act for safeguarding the assets of
Information, but does not include the consolidated the Group and for preventing and detecting frauds
financial statements and our auditor’s report thereon. and other irregularities; selection and application of
Our opinion on the consolidated financial statements appropriate accounting policies; making judgments
does not cover the other information and we do not and estimates that are reasonable and prudent; and
express any form of assurance conclusion thereon. design, implementation and maintenance of
adequate internal financial controls, that were
In connection with our audit of the consolidated operating effectively for ensuring the accuracy and
financial statements, our responsibility is to read the completeness of the accounting records, relevant to
other information and, in doing so, consider whether the preparation and presentation of the consolidated
the other information is materially inconsistent with financial statements that give a true and fair view and
the consolidated financial statements or our are free from material misstatement, whether due to
knowledge obtained during the course of our audit or fraud or error.
otherwise appears to be materially misstated.
In preparing the consolidated financial statements,
If, based on the work we have performed, we the respective Board of Directors of the companies
conclude that there is a material misstatement of this included in the Group are responsible for assessing
other information, we are required to report that fact. the Group’s ability to continue as a going concern,
We have nothing to report in this regard. disclosing, as applicable, matters related to going
Management’s Responsibility for the Consolidated concern and using the going concern basis of
financial statements accounting unless management either intends to
The Holding Company’s Board of Directors is liquidate the Group or to cease operations, or has no
responsible for the matters stated in section 134(5) of realistic alternative but to do so.
the Act with respect to preparation of these The respective Board of Directors of the companies
consolidated financial statements that give a true and included in the Group are also responsible for
fair view of the consolidated financial position, overseeing the financial reporting process of the
Group.

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Auditor’s Responsibility for the Audit of the audit evidence obtained up to the date of our auditor’s
Consolidated financial statements report. However, future events or conditions may
Our objectives are to obtain reasonable assurance cause the Group to cease to continue as a going
about whether the consolidated financial statements concern.
as a whole are free from material misstatement, - Evaluate the overall presentation, structure and
whether due to fraud or error, and to issue an auditor’s content of the consolidated financial statements,
report that includes our opinion. Reasonable including the disclosures, and whether the
assurance is a high level of assurance, but is not a standalone consolidated financial statements
guarantee that an audit conducted in accordance with represent the underlying transactions and events in a
SAs will always detect a material misstatement when manner that achieves fair presentation.
it exists. Misstatements can arise from fraud or error - Obtain sufficient appropriate audit evidence
and are considered material if, individually or in the regarding the financial information of the entities or
aggregate, they could reasonably be expected to business activities within the Group to express an
influence the economic decisions of users taken on opinion on the consolidated financial statements. We
the basis of these consolidated financial statements. are responsible for the direction, supervision and
As part of an audit in accordance with SAs, we performance of the audit of the financial statements of
exercise professional judgment and maintain such entities included in the consolidated financial
professional skepticism throughout the audit. We statements.
also: Materiality is the magnitude of misstatements in the
- Identify and assess the risks of material misstatement consolidated financial statements that, individually or
of the consolidated financial statements, whether due in aggregate, makes it probable that the economic
to fraud or error, design and perform audit procedures decisions of a reasonably knowledgeable user of the
responsive to those risks, and obtain audit evidence consolidated financial statements may be influenced.
that is sufficient and appropriate to provide a basis for We consider quantitative materiality and qualitative
our opinion. The risk of not detecting a material factors in (i) planning the scope of our audit work and
misstatement resulting from fraud is higher than for in evaluating the results of our work; and (ii) to
one resulting from error, as fraud may involve evaluate the effect of any identified misstatements in
collusion, forgery, intentional omissions, the consolidated financial statements.
misrepresentations, or the override of internal control. We communicate with those charged with
- Obtain an understanding of internal financial controls governance regarding, among other matters, the
relevant to the audit in order to design audit planned scope and timing of the audit and significant
procedures that are appropriate in the circumstances. audit findings, including any significant deficiencies in
Under section 143(3)(i) of the Act, we are also internal control that we identify during our audit.
responsible for expressing our opinion on whether the We also provide those charged with governance with
Holding Company and its subsidiary companies and a statement that we have complied with relevant
associates which are companies incorporated in ethical requirements regarding independence, and to
India, has adequate internal financial controls system communicate with them all relationships and other
in place and the operating effectiveness of such matters that may reasonably be thought to bear on
controls. our independence, and where applicable, related
- Evaluate the appropriateness of accounting policies safeguards.
used and the reasonableness of accounting From the matters communicated with those charged
estimates and related disclosures made by with governance, we determine those matters, if any,
management. that were of most significance in the audit of the
- Conclude on the appropriateness of management’s consolidated financial statements of the current
use of the going concern basis of accounting and, period and are therefore the key audit matters. We
based on the audit evidence obtained, whether a describe these matters in our auditor’s report unless
material uncertainty exists related to events or law or regulation precludes public disclosure about
conditions that may cast significant doubt on the the matter or when, in extremely rare circumstances,
ability of the Group to continue as a going concern. If we determine that a matter should not be
we conclude that a material uncertainty exists, we are communicated in our report because the adverse
required to draw attention in our auditor’s report to the consequences of doing so would reasonably be
related disclosures in the consolidated financial expected to outweigh the public interest benefits of
statements or, if such disclosures are inadequate, to such communication.
modify our opinion. Our conclusions are based on the

138 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

Other Matters the statutory auditors of its subsidiary and associates


We did not audit the financial statements and other companies incorporated in India, none of the
financial information of subsidiaries/associates/ Joint directors of the Group companies incorporated in
ventures included in the consolidated financial India is disqualified as on March 31, 2019 from being
statements, whose financial statements reflect total appointed as a director in terms of Section 164 (2) of
assets of Rs. 91,665.32 Lakhs as at 3lst March, 2019, the Act.
total revenues of Rs. 4,733.42 Lakhs, total net profit f) With respect to the adequacy of the internal financial
after tax of Rs. 906.27 Lakhs and total controls over financial reporting and the operating
comprehensive income is Rs 906.27 Lakhs for the effectiveness of such controls, refer to our separate
year ended on that date, as considered in the Report in “Annexure A” which is based on the
consolidated financial results. These financial auditor’s report of the Holding Company, its
statements have been audited by other auditors subsidiary and associate companies incorporated in
whose reports have been furnished to us by the India. Our report expresses an unmodified opinion on
Management and our opinion on the consolidated the adequacy and operating effectiveness of the
financial results, in so far as it relates to the amounts internal financial controls over financial reporting of
and disclosures included in respect of these those companies, for reasons stated therein.
subsidiaries is based solely on the reports of the other g) With respect to the other matters to be included in the
auditors. Auditor’s Report in accordance with the
Our opinion on the consolidated financial statements requirements of section 197(16) of the Act, as
and our report on other legal and regulatory amended:
requirements below, is not modified in respect of the In our opinion and to the best of our information and
above matters with respect to our reliance on the according to the explanations given to us, the
report of the other auditors. remuneration paid by the Holding Company to its
Report on Other Legal and Regulatory directors during the year is in accordance with the
Requirements provisions of section 197 of the Act.
As required by Section 143 (3) of the Act, based on h) with respect to the other matters to be included in the
our audit we report that: Auditor’s Report in accordance with Rule 11 of the
a) We have sought and obtained all the information and Companies (Audit and Auditors) Rule, 2014, in our
explanations which to the best of our knowledge and opinion and to the best of our information and
belief were necessary for the purposes of our audit of according to the explanations given to us :
the aforesaid Consolidated Financial Statements. i. The Consolidate financial statements disclose
b) In our opinion proper books of account as required by impact of pending litigation on the consolidated
law have been kept by the Holding Company so far financial position of the group.
as appears from our examination of those books and ii. Provision has been made in the Consolidated
report of the other auditors. Financial Statements, as required under the
c) The Consolidated Balance Sheet, the Consolidated applicable law or accounting standards, for
Statement of Profit and Loss including (including material foreseeable losses, if any, on long-term
Other Comprehensive Income) Consolidated contracts including derivative contracts.
Statement of Changes in Equity and the iii. There has been no delay in transferring amounts, if
Consolidated Statement of Cash Flows dealt with by any, required to be transferred, to the Investor
this Report are in agreement with the relevant books Education and Protection Fund by the Holding
of account maintained for the purpose of preparation Company, its subsidiary and associate companies
of the consolidated financial statements. incorporated in India.
d) In our opinion, the aforesaid consolidated financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act,
For Manesh Mehta & Associates
read with Rule 7 of the Companies (Accounts) Rules,
Chartered Accountants
2014.
Firm Regn No. 115832W
e) On the basis of the written representations received
from the directors of the Holding Company as on
31st March, 2019 taken on record by the Board of Manesh P Mehta
Directors of the Holding Company and its Mumbai, Partner
subsidiaries incorporated in India and the reports of Dated : 17th May, 2019 Membership No. 36032

32nd Annual Report 2018-19 139


Corporate Overview Notice
2 - 20 22 - 38

ANNEXURE - A TO THE INDEPENDENT


AUDITORS’ REPORT
Report on the Internal Financial Controls under all material respects.
Clause (i) of Sub-section 3 of Section 143 of the
Our audit involves performing procedures to obtain
Companies Act, 2013 (“the Act”) audit evidence about the adequacy of the internal
In conjunction with our audit of the Consolidated financial controls system over financial reporting and
Financial Statements of the Company as of and for the their operating effectiveness. Our audit of internal
year ended 31st March, 2019, we have audited the financial controls over financial reporting included
internal financial controls over financial reporting of obtaining an understanding of internal financial
AJMERA REALTY & INFRA INDIA LIMITED (“the controls over financial reporting, assessing the risk
Holding Company”) and received audit report of the that a material weakness exists, and testing and
statutory auditor of its subsidiary company evaluating the design and operating effectiveness of
incorporated in India, as of that date internal control based on the assessed risk. The
procedures selected depend on the auditor’s
Management’s Responsibility for Internal judgement, including the assessment of the risks of
Financial Controls material misstatement of the financial statements,
The respective Board of Directors of the Holding whether due to fraud or error.
Company and its Subsidiary Company incorporated We believe that the audit evidence we have obtained
in India, are responsible for establishing and and the audit evidence obtained by the other auditors
maintaining internal financial controls based on “the in terms of their reports referred to in the “Other
internal control over financial reporting criteria Matters” paragraph below, is sufficient and
established by the Group considering the essential appropriate to provide a basis for our audit opinion on
components of internal control stated in the Guidance the Group’s internal financial controls system over
Note on Audit of Internal Financial Controls over financial reporting.
Financial Reporting issued by the Institute of
Chartered Accountants of India (ICAI)”. These Meaning of Internal Financial Controls over
responsibilities include the design, implementation Financial Reporting
and maintenance of adequate internal financial A company's internal financial control over financial
controls that were operating effectively for ensuring reporting is a process designed to provide reasonable
the orderly and efficient conduct of its business, assurance regarding the reliability of financial
including adherence to the respective company’s reporting and the preparation of consolidated financial
policies, the safeguarding of its assets, the prevention statements for external purposes in accordance with
and detection of frauds and errors, the accuracy and generally accepted accounting principles. A
completeness of the accounting records, and the company's internal financial control over financial
timely preparation of reliable financial information, as reporting includes those policies and procedures that
required under the Companies Act, 2013. (1) pertain to the maintenance of records that, in
Auditors’ Responsibility reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the
Our responsibility is to express an opinion on the company; (2) provide reasonable assurance that
Group’s internal financial controls over financial transactions are recorded as necessary to permit
reporting based on our audit. We conducted our audit preparation of consolidated financial statements in
in accordance with the Guidance Note on Audit of accordance with generally accepted accounting
Internal Financial Controls Over Financial Reporting principles, and that receipts and expenditures of the
(the “Guidance Note”) issued by the ICAI and the company are being made only in accordance with
Standards on Auditing, issued by ICAI and deemed to authorisations of management and directors of the
be prescribed under section 143(10) of the company; and (3) provide reasonable assurance
Companies Act, 2013, to the extent applicable to an regarding prevention or timely detection of
audit of internal financial controls, both issued by the unauthorised acquisition, use, or disposition of the
Institute of Chartered Accountants of India. Those company's assets that could have a material effect on
Standards and the Guidance Note require that we the consolidated financial statements.
comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance A Company’s internal financial controls over financial
about whether adequate internal financial controls reporting is a process designed to provide reasonable
over financial reporting was established and assurance regarding the reliability of financial
maintained and if such controls operated effectively in reporting and the preparation of financial statements

140 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

for external purposes in accordance with generally projections of any evaluation of the internal financial
accepted accounting principles. A Company’s internal controls over financial reporting to future periods are
financial controls over financial reporting includes subject to the risk that the internal financial control
those policies and procedures that:(1) pertains to the over financial reporting may become inadequate
maintenance of records that, in reasonable detail, because of changes in conditions, or that the degree
accurately and fairly reflect the transactions and of compliance with the policies or procedures may
dispositions of the assets of the Company; (2) deteriorate.
provide reasonable assurance that transactions are
Opinion
recorded as necessary to permit preparation of
financial statements in accordance with generally In our opinion, the Holding Company and its
accepted accounting principles, and that receipts and Subsidiary Companies incorporated in India, have, in
expenditures of the Company are being made only in all material respects, an adequate internal financial
accordance with authorisations of management and control system over financial reporting and such
directors of the company; and (3) provide reasonable internal financial controls over financial reporting were
assurance regarding prevention or timely detection of operating effectively as at 31st March, 2019, based on
unauthorised acquisition, use, or disposition of “the internal control over financial reporting criteria
the Company’s assets that could have a material established by the Company considering the essential
effect on the financial statements. components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over
Inherent Limitations of Internal Financial Controls
Financial Reporting issued by the Institute of
Over Financial Reporting
Chartered Accountants of India”.
Because of the inherent limitations of internal financial
controls over financial reporting, including the
possibility of collusion or improper management
override of controls, material misstatements due to
error or fraud may occur and not be detected. Also,

For Manesh Mehta & Associates


Chartered Accountants
Firm Regn No. 115832W

Manesh P Mehta
Mumbai, Partner
Dated : 17th May, 2019 Membership No. 36032

32nd Annual Report 2018-19 141


Corporate Overview Notice
2 - 20 22 - 38

CONSOLIDATED BALANCE SHEET


AS AT 31ST MARCH 2019
(` in Lakhs)
Particulars Note No. 31st March, 2019 31st March, 2018
ASSETS
1 Non-Current Assets
Property, Plant And Equipment 3 2,916.75 2,694.22
Goodwill 4,159.77 4,159.77
Other Intangible Assets 4 10.91 16.94
Financial Assets
Investments 5 3,450.43 2,446.14
Trade Receivables 6 90.19 -
Loans 7 38,199.76 32,844.78
Others Financial Assets 8 125.70 80.81
Other Non-Current Assets 9 22.80 75.71
48,976.31 42,318.37
2 Current Assets
Inventories 10 96,904.50 75,942.25
Financial Assets
Investments 5 620.06 -
Trade Receivables 11 19,208.71 17,831.29
Cash And Cash Equivalents 12 1,567.53 353.55
Bank Balances Other Than Above 13 1,201.19 1,603.24
Loans 14 4,749.48 9,067.29
Other Financial Assets 15 - 3.09
Current Tax Assets (Net) 16 1,004.38 452.95
Other Current Assets 17 13,740.19 6,028.32
1,38,996.04 1,11,281.98
TOTAL ASSETS 1,87,972.35 1,53,600.35
EQUITY AND LIABILITIES
1 Equity
Equity Share Capital 18 3,548.49 3,548.49
Other Equity 19 57,569.58 52,743.03
2 Liabilities
Non Controlling Interest 9,541.80 8,317.56
2.1 Non-Current Liabilities
Financial Liabilities
Borrowings 20 79,505.77 35,529.99
Trade Payables 21
Dues to micro and small enterprises - -
Dues to creditors other than micro and small enterprises 1,734.44 1,254.05
Other Financial Liabilities 22 146.62 -
Provisions 23 531.15 730.45
Other Non-Current Liabilities 24 17,803.76 24,958.41
1,70,381.61 1,27,081.98
2.2 Current Liabilities
Financial Liabilities
Borrowings 25 50.67 227.76
Trade Payables 26
Dues to micro and small enterprises 156.32 0.48
Dues to creditors other than micro and small enterprises 4,928.82 5,907.36
Other Financial Liabilities 27 8,220.77 17,803.61
Other Current Liabilities 28 2,594.74 1,369.61
Provisions 29 1,629.38 1,198.91
Current Tax Liabilities (Net) 30 10.04 10.64
17,590.74 26,518.37
TOTAL EQUITY AND LIABILITIES 1,87,972.35 1,53,600.35
Significant Accounting policies and notes to the Financial Statements 2

As per our report of even date For & on behalf of Board of Directors of
For MANESH MEHTA & ASSOCIATES AJMERA REALTY & INFRA INDIA LIMITED
Chartered Accountants
Firm Reg. No. 115832W RAJNIKANT S. AJMERA MANOJ I. AJMERA
Chairman & Managing Director Managing Director
(DIN : 00010833) (DIN : 00013728)
MANESH P. MEHTA O. P. GANDHI HARSHINI D. AJMERA
PARTNER Group Chief Financial Officer Company Secretary
Membership No. 36032
Place : Mumbai Place : Mumbai
Dated : 17th May 2019 Dated : 17th May 2019

142 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

CONSOLIDATED STATEMENT OF PROFIT AND LOSS


FOR THE YEAR ENDED 31ST MARCH 2019
(` in Lakhs)
Particulars Note No. 31st March, 2019 31st March, 2018
Revenue From Operations 31 38,154.01 36,961.69
Other Income 32 1,947.19 1,721.19
Total Income 40,101.20 38,682.88

EXPENSES
Decrease in Inventory 371.11 1,979.46
Construction Cost 33 18,418.71 16,055.82
Employee Benefit Expenses 34 2,568.28 2,843.56
Finance Costs 35 5,026.58 4,631.89
Depreciation and Amortization 36 240.73 274.84
Other Expenses 37 4,080.65 2,249.17
Total Expenses 30,706.06 28,034.74

Profi t before exceptional Items and Tax 9,395.14 10,648.14


Exceptional Items - -
Profi t Before Tax 9,395.14 10,648.14
Tax Expense:
Current Tax (Net of Mat Credit) 1,769.73 2,203.26
Profi t for the year after Tax 7,625.41 8,444.88
Less: Non Controlling Interest 102.43 216.77
Profi t for the Year 7,522.98 8,228.11
Other Comprehensive Income
Items not to be reclassified subsequently to profit or loss - -
- Gain on Fair Value of defined benefit plans As per actuarial valuation (53.80) 49.02
Total Comprehensive Income for the year (Comprising 7,469.18 8,277.13
Profi t and Other Comprehensive income for the year)
Earnings per equity share of Nominal Value Rs.10/-: 38
(1) Basic in ` 21.05 23.33
(2) Diluted in ` 21.05 23.33
Significant Accounting policies and notes to the Financial Statements 2

As per our report of even date For & on behalf of Board of Directors of
For MANESH MEHTA & ASSOCIATES AJMERA REALTY & INFRA INDIA LIMITED
Chartered Accountants
Firm Reg. No. 115832W RAJNIKANT S. AJMERA MANOJ I. AJMERA
Chairman & Managing Director Managing Director
(DIN : 00010833) (DIN : 00013728)
MANESH P. MEHTA O. P. GANDHI HARSHINI D. AJMERA
PARTNER Group Chief Financial Officer Company Secretary
Membership No. 36032
Place : Mumbai Place : Mumbai
Dated : 17th May 2019 Dated : 17th May 2019

32nd Annual Report 2018-19 143


Corporate Overview Notice
2 - 20 22 - 38

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


(` in Lakhs)
(a) EQUITY SHARE CAPITAL
As at
Note 3 1st March, 2019 31 st March, 2018
No. of shares Amount No. of shares Amount
Balance at the beginning of reporting period 18 3,54,84,875 3,548.49 3,54,84,875 3,548.49
Balance at the end of the reporting period 18 3,54,84,875 3,548.49 3,54,84,875 3,548.49
(b) OTHER EQUITY
Reserve and Surplus
Note Capital Securities General Surplus/ Total
Reserve Reserve Reserve (deficit) in
the
statement of
profit
and loss*
Balance as on 1st April, 2017 1,342.27 2,254.57 9,104.36 34,232.26 46,933.46
Add:
Transfer from Profit & Loss - - 827.71 - 827.71
Profit for the Year - - - 8,277.13 8,277.13
Less:
Interim & Final Equity Dividend - - - 2,171.00 2,171.00
Tax on Proposed Equity dividend - - - 296.56 296.56
Transfer to General Reserve - - - 827.71 827.71
st
Balance as on 31 March, 2018 19 1,342.27 2,254.57 9,932.07 39,214.12 52,743.03
Add:
Transfer from Profit & Loss 746.92 746.92
Profit for the Year 7,469.18 7,469.18
Less:
Interim & Final Equity Dividend 2,271.00 2,271.00
Tax on Proposed Equity dividend 240.71 240.71
Transfer to General Reserve 746.92 746.92
Adjustment of Previous Year 130.92 130.92
Balance as on 31st March, 2019 19 1,342.27 2,254.57 10,678.99 43,293.75 57,569.58

As per our report of even date For & on behalf of Board of Directors of
For MANESH MEHTA & ASSOCIATES AJMERA REALTY & INFRA INDIA LIMITED
Chartered Accountants
Firm Reg. No. 115832W RAJNIKANT S. AJMERA MANOJ I. AJMERA
Chairman & Managing Director Managing Director
(DIN : 00010833) (DIN : 00013728)
MANESH P. MEHTA O. P. GANDHI HARSHINI D. AJMERA
PARTNER Group Chief Financial Officer Company Secretary
Membership No. 36032
Place : Mumbai Place : Mumbai
Dated : 17th May 2019 Dated : 17th May 2019

144 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

CONSOLIDATED CASH FLOW STATEMENT


FOR THE YEAR ENDED 31ST MARCH , 2019 (` in Lakhs)
Particulars Year ended Year ended
31stst March, 2019 31st March, 2018
Cash Flow From Operating Activities:
Profit before tax as per Statement of Profit and Loss 9,395.14 10,648.14
Adjustments for
Depreciation and amortisation 240.73 274.84
Interest Income (including fair value change in financial instruments) (62.82) (50.47)
Interest expenses (including fair value change in financial instruments) 5,026.58 4,631.89
Re-Measurement Gains/ (losses) on defined benefit plans (53.80) (49.02)
Dividend Income (1,116.00) (1,000.00)
Operating Profit before working capital changes 13,429.82 14,455.38
Movements in working capital:
Increase/(decrease) in Trade Payables (342.32) 2,747.52
Increase/(decrease) in Other Liabilities (14,483.06) (14,249.41)
Increase/(decrease) in Provisions 231.17 (378.81)
Decrease/(increase) in Loans And Advances (1,037.18) (2,624.41)
Decrease/(increase) in Trade Receivables (1,467.61) (4,808.62)
Decrease/(increase) in Inventories (20,962.25) (2,468.52)
Decrease/(increase) in Other Financial Assets (41.80) 59.57
Decrease/(increase) in Other Current Assets (8,263.30) (2,060.26)
Decrease/(increase) in Other Assets 52.91 (71.28)
Cash generated from/(used in) operating activities (32,542.65) (9,398.84)
Direct taxes paid (1,769.72) (2,203.26)
Net cash flow from/(used in) operating activities (A) (34,545.73) (11,602.11)
Cash flow from investing activities:
(Acquisition) / (adjustments) / sale of property, plant and (457.23) (355.59)
equipment, investment properties, intangible assets /
addition to capital work in progress (net)
Interest received 62.82 50.47
Dividend received 1,116.00 1,000.00
Net Proceeds from/(Investments in) bank Deposits
(having original maturity of more than 3 months) 402.05 (841.99)
(Acquisition) / sale of investments (net) (1,624.35) (239.63)
Net cash flow from/(used in) investing activities (B) (500.70) (386.75)
Cash flow from financing activities:
Proceeds from Borrowings 43,798.70 17,973.16
Interest paid (5,026.58) (4,631.89)
Dividend paid (including dividend distribution tax) (2,511.71) (2,467.58)
Net cash flow from/(used in) financing activities (C) 36,129.48 10,873.69
Net increase/(decrease) in cash and cash equivalents (A)+(B)+(C) 1,213.98 (1,115.17)
Add: Cash and cash equivalents at the beginning of the year 353.55 1,468.72
Cash and cash equivalents as per Balance Sheet 1,567.53 353.55
Significant Accounting policies and notes to the Financial Statements 2

As per our report of even date For & on behalf of Board of Directors of
For MANESH MEHTA & ASSOCIATES AJMERA REALTY & INFRA INDIA LIMITED
Chartered Accountants
Firm Reg. No. 115832W RAJNIKANT S. AJMERA MANOJ I. AJMERA
Chairman & Managing Director Managing Director
(DIN : 00010833) (DIN : 00013728)
MANESH P. MEHTA O. P. GANDHI HARSHINI D. AJMERA
PARTNER Group Chief Financial Officer Company Secretary
Membership No. 36032
Place : Mumbai Place : Mumbai
Dated : 17th May 2019 Dated : 17th May 2019

32nd Annual Report 2018-19 145


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

NOTES TO ACCOUNTS in India. The Group mainly deals in Real Estate


The Consolidated financial statements relate to business. The Group has its wide network of
Ajmera Realty & Infra India Limited and its operations in local as well as in foreign market. The
subsidiaries and associates. The consolidated group also deal in generation and supply of
financial statements are prepared on the following electricity.
basis: - The financial statement of the Group for the year
a. The financial statements of the Company and its 31st March, 2019 were authorised for issue in
associate are combined on a line - by – line basis by accordance with a resolution of the Board of
adding together the book values of like items of Directors on 17th May, 2019.
Assets, liabilities, income and expenditures, after 2. Significant Accounting Policy
carefully eliminating intra-group balances and 2.1 Basis of preparation
intra-group transactions in accordance with the
Indian Accounting Standard (Ind AS) – 28 The financial statements have been prepared
“Consolidated Financial Statements” issued by the in accordance with the Indian Accounting
Institute of Chartered Accountants of India. Standards (referred to as ‘Ind AS’) as
prescribed under section 133 of the
b. The difference between the cost of investments in Companies Act, 2013 read with Companies
the subsidiary over the net assets at the time of (Indian Accounting Standards) Rules as
acquisition of shares in the subsidiary is amended from time to time.
recognized in the financial statements as Goodwill
or Capital Reserve as the case may be. The financial statements have been prepared
on a historical cost basis, except for certain
c. As far as possible, the consolidated financial financial instruments which are measured at
statements are prepared using uniform accounting fair values at the end of each reporting period
policies for like transactions and other events in as explained in Accounting Policies below.
similar circumstances and are presented in the
same manner as the Company’s separate financial Principles of Consolidation
statements. Subsidiaries are all entities over which the Group
d. Minority Interest share of Net profit of consolidated has control. The Group controls an entity when the
subsidiaries for the year is identified and adjusted group is exposed to, or has rights to, variable
against the Income of group in order to arrive the returns, from its involvement with the entity and has
net income attributable to shareholders of the the ability to affect those returns through its power
company to direct the relevant activities of the entity.
Subsidiaries are fully consolidated from the date on
e. Minority interest share of net assets of
which control is transferred to the Group. They are
consolidated subsidiaries is identified and
deconsolidated from the date that control ceases.
presented in the consolidated balance sheet
separate from liabilities and the equity of The acquisition method of accounting is used to
company’s shareholders account for business combination by the Group.
f. Investment in Associate companies has been The Group combines the financial statements of
accounted under the equity method as per (AS-28) the parent and its subsidiaries line by line adding
– “Accounting for Investment in Associates and together like items of assets, liabilities, equity
Joint Ventures” income and expenses. Inter Company
transactions, balances and unrealised gains on
As far as possible the consolidated financial
transactions between Group Companies are
statements are prepared using uniform accounting
eliminated. Unrealised losses are also eliminated
policy for like transactions and other events in similar
unless the transaction provided evidence of an
circumstances and are presented in the same manner
impairment of the transferred asset. Accounting
as the company’s separate financial statements
policies of subsidiaries have been changed where
1. Corporate Information necessary to ensure consistency with the policies
Ajmera Realty & Infra India limited is a public adopted by the group. Non-controlling interests in
company domiciled in India and incorporated the results and equity of subsidiaries are shown
under the provisions of the Indian Companies Act, separately in the consolidated statement of profit
1956. Its shares are listed on two stock exchanges and loss, consolidated statement of changes in
equity and balance sheet respectively.

146 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

Financial statements of foreign subsidiaries are out below) prescribed in Schedule II to the Act:
consolidated line by line basis after considering the Asset Category Estimated Useful Life
Reserve Bank of India’s exchange rate as on
31.03.2019 into functional currency. Plant & Equipments 15 Years
2.2 Current and Non Current Classification Furniture & fixtures 10 Years
An asset/liability is classified as current when it Vehicles 8 Years
satisfies any of the following criteria : Office equipments 5 Years
i. It is expected to be realized/ settled, or is Computer Hardware 3 Years
intended for sale or consumption, In the
The residual values, useful lives and method of
companies normal operating cycle or
depreciation are reviewed at the end of each
ii. It is held primarily for the purpose of being financial year.
traded or
De-recognition
iii. It is expected to be realized/ due to be
An item of property, plant and equipment and
settled within 12 months after the reporting
any significant part initially recognized is de-
date or
recognized upon disposal or when no future
iv. It is cash or cash equivalent unless it is economic benefits are expected from its use or
restricted from being exchanged or used to disposal. Any gain or loss arising on de-
settle a liability for at least 12 months after recognition of the asset (calculated as the
the reporting date or difference between the net disposal proceeds
v. The group does not have an unconditional and the carrying amount of the asset) is
right to defer settlement of the liability for at recognized in the statement of profit and loss,
least 12 months after the reporting date. when the asset is de-recognized.
All other assets and liabilities are classified as 2.4 Intangible Assets
non- current. Recognition and initial measurement
2.3 Plant, Property and Equipment Intangible assets are stated at their cost of
Recognition and initial measurement acquisition. The cost comprises purchase
price, borrowing cost, if capitalization criteria
Property, plant and equipment are stated at are met and directly attributable cost of
their cost of acquisition. The cost comprises bringing the asset to its working condition for
purchase price, borrowing cost if capitalization the intended use.
criteria are met and directly attributable cost of
bringing the asset to its working condition for Subsequent measurement (amortisation)
the intended use. Any trade discount and The cost of capitalized software is amortized
rebates are deducted in arriving at the over a period of 6 years from the date of its
purchase price. Subsequent costs are acquisition.
included in the asset’s carrying amount or
recognized as a separate asset, as 2.5 Borrowing cost
appropriate, only when it is probable that Borrowing costs directly attributable to the
future economic benefits associated with the acquisition and/or construction of a qualifying
item will flow to the Company. All other repair asset are capitalized during the period of time
and maintenance costs are recognized that is necessary to complete and prepare the
instatement of profit or loss as incurred. asset for its intended use or sale. A qualifying
Subsequent measurement (depreciation asset is one that necessarily takes substantial
and useful lives) period of time to get ready for its intended use.
All other borrowing costs are charged to the
Property, plant and equipment are statement of profit and loss as incurred.
subsequently measured at cost less
2.6 Investments
accumulated depreciation and impairment
losses. Depreciation on property, plant and Investment in equity instruments of
equipment is provided on a straight-line basis, subsidiaries, joint ventures and associates
computed on the basis of useful lives (asset- Investment in equity instruments of

32nd Annual Report 2018-19 147


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

subsidiaries, joint ventures and associates are cumulative effect method. The effect of initially
stated at cost as per Ind AS 28 ‘Separate applying this standard is recognised at the
Financial Statements’ date of initial application (i.e. April 1, 2018).
2.7 Inventories: The standard is applied retrospectively only to
contracts that are not completed as at the date
Direct expenditure relating to construction of initial application. The impact of adoption of
activity is inventorised. Other expenditure the standard on the financial statements of the
(including borrowing costs) during group is insignificant.
construction period is inventorised to the
extent the expenditure is directly attributable Revenue is recognised upon transfer of control
cost of bringing the asset to its working of promised inventory to customers in an
condition for its intended use. Other amount that reflects the consideration which
expenditure (including borrowing costs) the company expects to receive in exchange.
incurred during the construction period which Revenue is recognised over the period of time
is not directly attributable for bringing the asset when control is transferred to the customer on
to its working condition for its intended use is satisfaction of performance obligation, based
charged to the statement of profit and loss. on contracts with customers.
Direct and other expenditure is determined Revenue is measured based on the
based on specific identification to the transaction price, which is the consideration,
construction and real estate activity. Cost adjusted for discounts, price concessions,
incurred /items purchased specifically for incentives, if any, as specified in the contracts
projects are taken as consumed as and when with the customers. Revenue excludes taxes
incurred/ received. collected from customers on behalf of the
government.
Work-in-progress - Contractual: Cost of work
yet to be certified/ billed, as it pertains to i. Revenue from Real estate projects is
contract costs that relate to future activity on recognized when it is reasonably certain that
the contract, are recognised as contract work- the ultimate collection will be made and that
in-progress provided it is probable that they there is buyers commitment to make the
will be recovered. Contractual work-in- complete payment.
progress is valued at lower of cost and net Revenue from real estate under development
realisable value. is recognized upon transfer of all significant
Work-in-progress - Real estate projects risks and rewards of ownership of such real
(including land inventory): Represents cost estate, as per the terms of the contracts
incurred in respect of unsold area of the real entered into with buyers, which generally
estate development projects or cost incurred coincides with the firming of the sales
on projects where the revenue is yet to be contracts/ agreement, except for the contracts
recognised. Real estate work-in-progress is where the group still has obligations to perform
valued at lower of cost and net realisable substantial acts even after the transfer of all
value. significant risks and rewards. In such cases,
Finished goods - Flats: Valued at lower of the revenue is recognized on percentage of
cost and net realisable value. completion method, when the stage of
completion of each project reaches a
Land inventory : Valued at lower of cost and reasonable level of progress. The revenue is
net realisable value. recognized in proportion that the contract cost
2.8 Revenue Recognition incurred for work performed up to the reporting
Effective April 1, 2018, the group has applied date bear to the estimated total contract cost.
Ind AS 115 which establishes a Revenue from real estate projects including
comprehensive framework for determining revenue from sale of undivided share of land
whether, how much and when revenue is to be [group housing] is recognised upon transfer of
recognised. Ind AS 115 replaces Ind AS 18 all significant risks and rewards of ownership
Revenue and Ind AS 11 Construction of such real estate/ property, as per the terms
Contracts. of the contracts entered into with buyers, which
The group has adopted Ind AS 115 using the generally coincides with the firming of the

148 Ajmera Realty & Infra India Limited


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39 - 76 77 - 99 100 - 170

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

sales contracts/ agreements. Indian Rupees (Rs.) which is also the


When the outcome of a real estate project can functional and presentation currency of the
be estimated reliably and the conditions above Company.
are satisfied, project revenue (including from Transactions and balances
sale of undivided share of land) and project Foreign currency transactions are recorded in
costs associated with the real estate project the functional currency, by applying the
should be recognised as revenue and exchange rate between the functional
expenses by reference to the stage of currency and the foreign currency at the date
completion of the project activity at the of the transaction.
reporting date arrived at with reference to the
entire project costs incurred (including land Foreign currency monetary items outstanding
costs). Revenue is recognized on execution of at the balance sheet date are converted to
either an agreement or a letter of allotment functional currency using the closing rate.
Non-monetary items denominated in a foreign
ii. Interest Income currency which are carried at historical cost
Interest income is recognized on a time are reported using the exchange rate at the
proportion basis taking into account the date of the transactions.
amount outstanding and the applicable Exchange differences arising on monetary
interest rate. Interest income is included under items on settlement, or restatement as at
the head “other income” in the statement of reporting date, at rates different from those at
profit and loss. which they were initially recorded, are
iii. Dividend Income recognized in the statement of profit and loss
Dividend income is recognized with the in the year in which they arise.
company’s right to receive dividend is All other exchange differences towards loans
established by the reporting date. and advances made to foreign subsidiary are
recognized as exchange fluctuation gain or
iv. Other Income
loss on the disposal of Investments.
Other Income is accounted on accrual basis.
2.12 Employee Benefit Expenses
2.9 Unbilled Revenue
Provident Fund
Revenue recognized based on policy on
revenue, over and above the amount due as The group makes contribution to Statutory
per the payment plans agreed with the Provident funding accordance with the
customers. Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952.
2.10 Cost of revenue
Gratuity
Cost of constructed properties includes cost
of land (including cost of development Gratuity is a post-employment benefit and is in
rights/land under agreements to purchase), the nature of a defined benefit plan. The
estimated internal development costs, liability recognized in the balance sheet in
external development charges, borrowing respect of gratuity is the present value of the
costs, overheads, construction costs and defined benefit/obligation at the balance sheet
development/ construction materials, which is date, together with adjustments for
charged to the statement of profit and loss unrecognized actuarial gains or losses and
based on the revenue recognized as past service costs. The defined benefit /
explained in accounting policy for revenue obligation is calculated at or near the balance
from real estate projects above, in sheet date by an independent actuary using
consonance with the concept of matching the projected unit credit method. This is based
costs and revenue. Final adjustment is made on standard rates of inflation, salary growth
on completion of the specific project. rate and mortality. Discount factors are
determined close to each year-end by
2.11 Foreign Currency Transactions reference to market yields on government
Functional and Presentation Currency bonds that have terms to maturity
The financial statements are presented in approximating the terms of the related liability.

32nd Annual Report 2018-19 149


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

Service cost on the Group’s defined benefit when and to the extent there is convincing
plan is included in employee benefits evidence that normal income tax will be paid
expense. Net interest expense on the net during the Specified period. In the year in
defined benefit liability is included in finance which MAT credit becomes eligible to be
costs. Actuarial gains/losses resulting from re- recognized as an asset, the said asset is
measurements of the liability are included in created by way of a credit to the statement of
other comprehensive income. profit and loss and shown as MAT credit
Other long-term employee benefits entitlement. This is reviewed at each balance
sheet date and the carrying amount of MAT
Liability in respect of compensated absences credit entitlement is written down to the extent
becoming due or expected to be availed within it is not reasonably certain that normal income
one year from the balance sheet date is tax will be paid during the specified period.
recognized on the basis of discounted value of
estimated amount required to be paid or Deferred tax is recognized in respect of
estimated value of benefit expected to be temporary differences between carrying
availed by the employees. Liability in respect amount of assets and liabilities for financial
of compensated absences becoming due or reporting purposes and corresponding
expected to be availed more than one year amount used for Taxation purposes. Deferred
after the balance sheet date is estimated on tax assets on unrealised tax loss are
the basis of an actuarial valuation performed recognized to the extent that it is probable that
by an independent actuary using the the underlying tax loss will be utilised against
projected unit credit method. future taxable income. This is assessed based
on the Group’s forecast of future operating
Actuarial gains and losses arising from past results, adjusted for significant on-taxable
experience and changes in actuarial income and expenses and specific limits on
assumptions are charged to statement of the use of any unused tax loss. Unrecognized
profit and loss in the year in which such gains deferred tax assets are re-assessed at each
or losses are determined. reporting date and are recognized to the
Short-term employee benefits extent that it has become probable that future
taxable profits will allow the deferred tax asset
Accumulated leave, which is expected to be to be recovered.
utilized within the next 12 months, is treated as
short – term employee benefit. The company Deferred tax assets and liabilities are
measures the expected cost of such measured at the tax rates that are expected to
absences as the additional amount that is apply in the year when the asset is realised or
except to pay as a result of the unused the liability is settled, based on tax rates (and
entitlement that has accumulated at the tax laws) that have been enacted or
reporting date. substantively enacted at the reporting date.
Deferred tax relating to items recognized
2.13 Taxation outside statement of profit and loss is
Tax expense recognized in statement of profit recognized outside statement of profit or loss
and loss comprises the sum of deferred tax (either in other comprehensive income or in
and current tax except the ones recognized in equity).
other comprehensive income or directly in 2.14 Impairment of non-financial assets
equity.
At each reporting date, the Group assesses
Current tax is determined as the tax payable in whether there is any indication based on
respect of taxable income for the year and is • Present obligations arising from past events
computed in accordance with relevant tax where it is not probable that an outflow of
regulations. Current income tax relating to resources will be required to settle the
items recognized outside profit or loss is obligation or a reliable estimate of the amount
recognized outside profit or loss (either in of the obligation cannot be made.
other comprehensive income or in equity).
Contingent assets are neither recognized nor
Minimum alternate tax (‘MAT’) credit disclosed except when realisation of
entitlement is recognized as an asset only

150 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

internal/external factors, that an asset may Group assesses if the credit risk on those
be impaired. If any such indication exists, the financial assets has increased significantly
recoverable amount of the asset or the cash since initial recognition. If the credit risk has
generating unit is estimated. If such not increased significantly since initial
recoverable amount of the asset or cash recognition, the Group measures the loss
generating unit to which the asset belongs is allowance at an amount equal to 12-
less than its carrying amount. The carrying monthexpected credit losses, else at an
amount is reduced to its recoverable amount amount equal to the lifetime expected credit
and the reduction is treated as an impairment losses.
loss and is recognized in the statement of
When making this assessment, the Group
profit and loss. If, at the reporting date, there
uses the change in the risk of a default
is an indication that a previously assessed
occurring over the expected life of the
impairment loss no longer exists, the
financial asset. To make that assessment,
recoverable amount is reassessed and the
the Group compares the risk of a default
asset is reflected at the recoverable amount.
occurring on the financial asset as at the
Impairment losses previously recognized
balance sheet date with the risk of a default
are accordingly reversed in the statement of
occurring on the financial asset as at the date
profit and loss.
of initial recognition and considers
2.15 Impairment of fi nancial assets reasonable and supportable information,
In accordance with Ind AS 109, the Group that is available without undue cost or effort,
applies expected credit loss (ECL) model for that is indicative of significant increases in
measurement andrecognition of impairment credit risk since initial recognition. The Group
loss for financial assets. assumes that the credit risk on a financial
asset has not increased significantly since
ECL is the weighted-average of difference initial recognition if the financial asset is
between all contractual cash flows that are determined to have low credit risk at the
due to the group in accordance with the balance sheet date.
contract and all the cash flows that the group
expects to receive, discounted at the original 2.18 Cash and Cash Equivalent
effective interest rate, with the respective Cash and cash equivalents comprise cash in
risks of default occurring as the weights. hand, demand deposits and short-term
When estimating the cash flows, the group is highly liquid investments that are readily
required to consider: convertible into known amount of cash and
which are subject to an insignificant risk of
All contractual terms of the financial assets
changes in value.
(including prepayment and extension) over
the expected life of the assets. 2.19 Pr o v i s i o n s , c o n t i n g en t as s et s an d
Cash flows from the sale of collateral held or contingent liabilities
other credit enhancements that are integral Provisions are recognized only when there is
to the contractual terms. a present obligation, as a result of past
events and when a reliable estimate of the
2.16 Trade Receivables amount of obligation can be made at the
In respect of trade receivables, the group reporting date. These estimates are
applies the simplified approach of Ind AS reviewed at each reporting date and
109, which requires measurement of loss adjusted to reflect the current best estimates.
allowance at an amount equal to lifetime Provisions are discounted to their present
expected credit losses. Lifetime expected values, where the time value of money is
credit losses are the expected credit losses material.
that result from all possible default events
over the expected life of a financial Contingent liability is disclosed for:
instrument. • Possible obligations which will be
confirmed only by future events not wholly
2.17 Other fi nancial assets
within the control of the Group or
In respect of its other financial assets, the

32nd Annual Report 2018-19 151


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

• Present obligations arising from past outstanding.


events where it is not probable that an
After initial measurement, such
outflow of resources will be required to settle
financial assets are subsequently
the obligation or a reliable estimate of the
measured at amortised cost using the
amount of the obligation cannot be made.
effective interest rate (EIR) method.
Contingent assets are neither recognized
ii) Investments in equity instruments of
nor disclosed excepet when realisation of
income is virtually certain, related asset is subsidiaries, joint ventures and
disclosed. associates – Investments in equity
instruments of subsidiaries, joint
2.20 Operating leases ventures and associates are accounted
Leases in which the lesser does not transfer for at cost in accordance with Ind AS 27
substantially all the risks and rewards of Separate Financial Statements.
ownership of an asset to the lessee are iii) Fi n an c i al A s s et s at Fai r Val u e
classified as operating leases. through FVTPL
Group as a lessee FVTPL is a residual category for
Lease rental are charged to statement of financial assets. Any financial assets,
profit and loss on straight-line basis except which does not meet the criteria for
where scheduled increase in rent categorization as at amortized cost or
compensates the lessor for expected as FVTOCI, is classified as at FVTPL.
inflationary costs. financial assets included within the
Group as a lessor FVTPL category are measured at fair
value with all changes recognized in the
Rental income is recognized on straight-line
statement of profit and loss. In addition,
basis over the lease term except where
the Group may elect to designate a
scheduled increase in rent compensates the
financial asset, which otherwise meets
Company with expected inflationary costs.
amortized cost or FVTOCI criteria, as at
2.21 Financial Instruments FVTPL. However, such election is
Initial recognition and measurement allowed only if doing so reduces or
eliminates a measurement or
Financial assets and financial liabilities are
recognition inconsistency (referred to
recognized when the Group becomes a party
as ‘accounting mismatch’). The Group
to the contractual provisions of the financial
has not designated any financial asset
instrument and are measured initially at fair
as at FVTPL.
Value adjusted for transaction costs, except
for those carried at fair value through profit or De-recognition of fi nancial assets
loss which are measured initially at fair value.
A financial asset is primarily de-recognized
Subsequent measurement of Financial when the contractual rights to receive cash
Assets flows from the asset have expired or the
i) Financial assets carried at amortised Group has transferred its rights to receive
cost – a financial asset is measured at the cash flows from the asset.
amortised cost, if both the following Subsequent measurement of Financial
conditions are met: Assets
• The asset is held within a business Subsequent to initial recognition, all non-
model whose objective is to hold assets derivative financial liabilities are measured at
for collecting contractual cash flows, amortised cost using the effective interest
and method.
• Contractual terms of the asset give rise De-recognition of fi nancial liabilities
on specified dates to cash flows that are
solely payments of principal and A financial liability is de-recognized when the
interest (SPPI) on the principal amount obligation under the liability is discharged or

152 Ajmera Realty & Infra India Limited


Board’s Report Corporate Governance Report Financial Statements
39 - 76 77 - 99 100 - 170

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

cancelled or expires. When an existing Impairment of fi nancial assets – At each


financial liability is replaced by another from balance sheet date, based on historical
the Same lender on substantially different default rates observed over expected life, the
terms or the terms of an existing liability are management assesses the expected credit
substantially modified, such an exchange or loss on outstanding financial assets.
modification is treated as the de-recognition
of the original liability and the recognition of a Provisions – At each balance sheet date
new liability. The difference in the respective basis the management judgment, changes
carrying amounts is recognized in the in facts and legal aspects, the Group
statement of profit or loss. assesses the requirement of provisions
against the outstanding contingent liabilities.
2.22 Earnings per share However, the actual future outcome may be
Basic earnings per share is calculated by different from this judgement.
dividing the net profit or loss for the period Revenue and inventories – The Group
attributable to equity shareholders (after recognizes revenue using the percentage of
deducting attributable taxes) by the completion method. This requires forecasts
weighted-average number of equity shares to be made of total budgeted cost with the
outstanding during the period. The weighted- outcomes of underlying construction and
average number of equity shares service contracts, which require
outstanding during the period is adjusted for assessments and judgements to be made on
events including a bonus issue. changes in work scopes, claims
For the purpose of calculating diluted (compensation, rebates etc.) and other
earnings per share, the net profit or loss for payments to the extent they are probable
the period attributable to equity shareholders and they are capable of being reliably
and the weighted-average number of shares measured. For the purpose of making
outstanding during the period are adjusted estimates for claims, the Group used the
for the effects of all dilutive potential equity available Contractual and historical
shares. information.
2.23 Signifi cant management judgement in Useful lives of depreciable/ amortisable
ap p l y i n g ac c o u n t i n g p o l i c i es an d assets – Management reviews its estimate
estimation uncertainty of the useful lives of depreciable
/amortisable assets at each reporting date,
The preparation of the Group’s financial based on the expected utility of the assets.
statements requires management to make Uncertainties in these estimates relate to
judgments, estimates and assumptions that technical and economic obsolescence that
affect the reported amounts of revenues, may change the utility of assets.
expenses, assets and liabilities and the
related disclosures. Defi n ed b en efi t o b l i g at i o n (DB O) –
Management’s estimate of the DBO is based
Signifi cant management judgements on a number of underlying assumptions such
Recognition of deferred tax assets – The as standard rates of inflation, mortality,
extent to which deferred tax assets can be discount rate and anticipation of future salary
recognized is based on an assessment of the increases. Variation in these assumptions
probability of the future taxable income may significantly impact the DBO amount
against which the deferred tax assets can be and the annual defined benefit expenses.
utilized. Fair value measurements – Management
Evaluation of indicators for impairment of applies valuation techniques to determine
assets – The evaluation of applicability of the fair value of financial instruments (where
indicators of impairment of assets requires active market quotes are not available). This
assessment of several external and internal involves developing estimates and
factors which could result in deterioration of assumptions consistent with how market
recoverable amount of the assets. participants would price the instrument. The
Group used valuation techniques that are

32nd Annual Report 2018-19 153


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

appropriate in the circumstances and for Level 1. Quoted prices(unadjusted) in active


which sufficient data is available to measure markets for identical assets and liabilities
fair value, maximizing the use of relevant
Level 2. Input other than quoted prices
observable inputs and minimizing the use of
included within level 1 that are observable for
unobservable inputs. All assets and liabilities
the assets or liabilities either directly(i.e. as
for which fair value is measured or disclosed
prices) or indirectly (i.e. derived from prices)
in the financial statements are categorized
within the fair value hierarchy, described as Level 3. Inputs for the assets and liabilities
follows, based on the lowest level input i.e. that are not based on observable market
significant to the fair value measurement as data (unobservable inputs)
a whole.;

154 Ajmera Realty & Infra India Limited


Note 3 : Property, Plant and Equipment (PPE) (` in Lakhs)
DESCRIPTION Gross Block Accumulated Depreciation Net Block
April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
2018 2019 2018 2019 2019 2018
Leasehold Land 1,446.68 - - 1,446.68 - - - - 1,446.68 1,446.68
Buildings 448.76 - - 448.76 131.73 - - 131.73 317.03 317.03
FOR THE YEAR ENDED 31ST MARCH, 2019

Plant & Equipment 581.55 16.12 - 597.67 208.42 36.47 - 244.89 352.78 373.13
Furniture and Fixtures 209.53 0.97 - 210.50 105.47 13.10 - 118.57 91.93 104.06
Vehicles* 904.47 402.79 - 1,307.26 534.22 170.48 - 704.70 602.56 370.25
Office Equipment 119.48 24.38 - 143.86 106.53 4.08 - 110.61 33.25 12.95
Computer Hardware 206.05 12.97 219.02 135.93 10.57 - 146.50 72.52 70.12
TOTAL 3,916.52 457.23 - 4,373.75 1,222.30 234.70 - 1,457.00 2,916.75 2,694.22
39 - 76
Board’s Report

DESCRIPTION Gross Block Accumulated Depreciation Net Block


April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
2017 2018 2017 2018 2018 2017
Leasehold Land 1,446.68 - - 1,446.68 - - - - 1,446.68 1,446.68
Buildings 448.76 - - 448.76 85.26 46.47 - 131.73 317.03 363.50
Plant & Equipment 542.26 39.29 - 581.55 172.49 35.93 - 208.42 373.13 369.77
Furniture and Fixtures 195.01 14.52 - 209.53 96.05 9.42 - 105.47 104.06 98.96
Vehicles* 855.59 55.82 6.94 904.47 438.29 100.49 4.56 534.22 370.25 417.30
Office Equipment 114.79 5.06 0.37 119.48 100.24 6.66 0.37 106.53 12.95 14.55
77 - 99

Computer Hardware 182.52 23.53 - 206.05 125.11 10.82 - 135.93 70.12 57.41
TOTAL 3,785.61 138.22 7.31 3,916.52 1,017.44 209.79 4.93 1,222.30 2,694.22 2,768.17
* Vehicles are hypothecated as security for borrowings, refer note no. 27 amounting to Rs.43.01 Lacs
Corporate Governance Report

32nd Annual Report 2018-19


100 - 170

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


Financial Statements

155
156
Note 4 : Intangible Assets (` in Lakhs)
DESCRIPTION Gross Block Accumulated Depreciation Net Block
April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
2018 2019 2018 2019 2019 2018
Goodwill 4,159.77 - - 4,159.77 - - - - 4,159.77 4,159.77
Total 4,159.77 - - 4,159.77 - - - - 4,159.77 4,159.77

DESCRIPTION Gross Block Accumulated Depreciation Net Block


FOR THE YEAR ENDED 31ST MARCH, 2019

Ajmera Realty & Infra India Limited


April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
2017 2018 2017 2018 2018 2017
Goodwill 4,159.77 - - 4,159.77 - - - - 4,159.77 4,159.77
Total 4,159.77 - - 4,159.77 - - - - 4,159.77 4,159.77

(` in Lakhs)
DESCRIPTION Gross Block Accumulated Depreciation Net Block
April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
2018 2019 2018 2019 2019 2018
Computer Software 84.39 - - 84.39 67.45 6.03 - 73.48 10.91 16.94
Total 84.39 - - 84.39 67.45 6.03 - 73.48 10.91 16.94
2 - 20

DESCRIPTION Gross Block Accumulated Depreciation Net Block


April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
Corporate Overview

2017 2018 2017 2018 2018 2017


Computer Software 84.39 - - 84.39 60.65 6.80 - 67.45 16.94 23.75
Total 84.39 - - 84.39 60.65 6.80 - 67.45 16.94 23.75
Notice
22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


Note 5 : Investments (` in Lakhs)
Particulars Ownership Country Face No. of Shares ` in Lakhs
Interest of Value
st st st
(%) Origin 31 March, 31 March, 31 March, 31st March,
2019 2018 2019 2018
Investments in Equity Instruments
(Unquoted, fully paid-up)
Investments in Associates
Ultratech Property Developers Private Limited 36 India 10 3,60,000 3,60,000 37.08 37.08
FOR THE YEAR ENDED 31ST MARCH, 2019

37.08 37.08

V.M.Procon Private limited 50 India 10 20,000 20,000 143.51 249.06


Amisha Buildcon Private Limited 50 India 10 10,000 - 620.06 -
Ajmera Realty Ventures Private Limited (Sumedha 50 India 609.84 -
39 - 76

Space Links LLP)


Board’s Report

1,373.41 249.06
Investments in Preference Shares
(Unquoted, fully paid-up)
Investment in Associates
V.M.Procon Private limited 50 India 100 20,00,000 20,00,000 2,160.00 2,160.00

2,160.00 2,160.00
77 - 99

Investments in Other Equity Instruments (Unquoted)


Modulex Modular Building Private Limited India 10 50,00,000 - 500.00 -
Corporate Governance Report

500.00 -

Total Investments 4,070.49 2,446.14

32nd Annual Report 2018-19


100 - 170

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


Financial Statements

157
Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)

Sr.No. Particulars 31st March, 2019 31st March, 2018


6 Trade Receivables
Unsecured
Over six months from the date they were due for payment
Considered good 90.19 -
Less : Provision for Doubtful Debts - -
- -
Total 90.19 -
7 Loans
Security deposits
- Unsecured Considered good 290.84 77.92
Loans to related parties-Unsecured Considered good 37,908.92 32,766.86
Total 38,199.76 32,844.78
8 Other Financial Assets
Interest Receivable 124.38 74.50
Other Assets 1.32 6.31
Total 125.70 80.81
9 Other Non Current Assets
Prepaid Expenses 0.55 0.02
Advance Interest & Processing Fees 22.25 75.69
Total 22.80 75.71
10 Inventories
Closing Stock of Finished Goods A 346.50 717.61
Opening Balance
Cost of Land 39.31 39.31
Cost of Infrastructure, Development and Filling 75,185.33 70,636.41
(i) 75,224.64 70,675.72
Additions
Material Purchase 5,590.21 5,412.06
Labour Charges 17,538.29 15,360.85
Rent, Rates and Taxes 4,675.02 153.67
General Administrative Expenses 11,909.04 4,320.66
Other Expenses 11,715.02 7,061.58
(ii) 51,427.58 32,308.82
Total (i)+ (ii) = (iii) 1,26,652.22 1,02,984.54
Less: Transferred to Statement of Profit & Loss (iv) 30,094.22 27,759.90
Closing Balance (iii) - (iv) = B 96,558.00 75,224.64
Total A+B 96,904.50 75,942.25
11 Trade Receivables
Unsecured
(a) Over six months from the date they were due for payment
Considered good 6,773.82 2,771.87
Less : Provision for Doubtful Debts 33.87 13.93
Total 6,739.95 2,757.94

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)

Sr.No. Particulars 31st March, 2019 31st March, 2018


(b) Others
(i) Considered good 12,468.76 15,073.35
(ii) Doubtful - -
Total 19,208.71 17,831.29
The Group measures the expected credit loss of trade receivables based on historical trend, industry practices and the
business environment in which the entity operates. Expected Credit Loss is based on actual credit loss experienced
and past trends based on the historical data.
Movement in allowance for credit loss
Particulars
Opening Balance 13.93 11.13
(+) Provided during the year 19.94 2.80
(-) Reversal during the year - -
Closing Balance 33.87 13.93
12 Cash and Bank Balances
Cash and cash equivalents
(i) Balances with banks
- In current accounts 1,515.14 309.45
(ii) Cash in hand 52.39 44.10
Total 1,567.53 353.55
13 Bank Balance other than above
Cash and cash equivalents
(i) Balances with banks
- In Unpaid Dividend account 75.84 30.42
- Bank deposits with maturity with more than 3 Months 32.10 53.21
Held as margin money, guarantees or other earmarked balances 1,093.25 1,519.61
Total 1,201.19 1,603.24
14 Loans
Unsecured considered good
Security Deposits - 3.60
Loans to Employees 6.51 12.57
Other Loans 579.61 346.92
Loans to Related Parties 4,163.36 8,704.20
Total 4,749.48 9,067.29
15 Other Financial Assets
Others - 3.09
Total - 3.09
16 Current Tax Assets (Net)
Advance Tax (net of Provisions) 1,004.38 452.95
Total 1,004.38 452.95
17 Other Current Assets
Balance with Government Authorities 1,983.60 1,198.67
Prepaid Expenses 38.90 39.07
Interest and Processing Fees paid in Advance 22.25 32.16
Advances to Suppliers
- Considered good 3,552.19 4,758.42
Others 8,143.25
Total 13,740.19 6,028.32

32nd Annual Report 2018-19 159


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)

Sr.No. Particulars 31st March, 2019 31st March, 2018


18 EQUITY SHARE CAPITAL
Authorised
15,00,00,000 (Previous Year 15,00,00,000) Equity Shares of `10/- each 15,000.00 15,000.00
ISSUED SUBSCRIBED AND PAID UP
3,54,84,875 (Previous Year 3,54,84,875) Equity Shares of `10/- each,
fully paid up 3,548.49 3,548.49
Total 3,548.49 3,548.49
a. Reconciliation of shares outstanding at the beginning and at the end of the reporting period
31st March, 2019 31st March, 2018
Equity shares Nos. `. in Lakhs Nos. `. in Lakhs
At the beginning of the period 3,54,84,875 3,548.49 3,54,84,875 3,548 .49
Issued during the year - - - -
Bought-back during the year - - - -
Outstanding at the end of the period 3,54,84,875 3,548.49 3,54,84,875 3,548.49
b. Term/rights attached
The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share
is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The Final dividend
proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General
Meeting.
During the year ended 31st March, 2019, the amount of per share dividend recognised as distributions to equity
shareholders was Rs.3.30 per share as Final Dividend.
c. Aggregate numbers of bonus shares issued, share issued for consideration other than cash and shares brought back
during the period of five years immediately preceding the reporting date:
For the period of five years starting from preceding date
Year 2017-2018
Year 2016-2017
Year 2015-2016
Year 2014-2015
Year 2013-2014
d. Details of shareholders holding more than 5% shares in the company
Particualrs Nos. % holding Nos. % holding
Equity shares of Rs. 10 each fully paid
ARIIL TRUST through its representative 1,87,37,759 52.80 - -
Mr. Shashikant S. Ajmera, Trustee and
Mr. Rajnikant S. Ajmera, Trustee and
Mr. Manoj I. Ajmera, Trustee.
FAHRENHEIT N GAMES PRIVATE LIMITED 24,99,999 7.05 24,99,999 7.05
As per records of the company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of
shares.
31st March, 2019 31st March, 2018
19 OTHER EQUITY
Capital Reserve
Opening Balance 1,342.27 1,342.27
Addition: During the year - -
Closing Balance A 1,342.27 1,342.27
Securities Premium
Opening Balance 2,254.57 2,254.57
Addition: During the year - -
Closing Balance B 2,254.57 2,254.57

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)
Sr.No. Particulars 31st March, 2019 31st March, 2018
General Reserve
Opening Balance 9,932.07 9,104.36
Add: Transfer from Profit & Loss 746.92 827.71
Closing Balance C 10,678.99 9,932.07
Surplus in the Statement of Profi t and Loss
As per last accounts 39,214.12 34,232.26
Add: Profit for the Year 7,469.18 8,277.13
(i) 46,683.30 42,509.39
Less: Appropriations
Interim & Final Equity Dividend 2,271.00 2,171.00
Tax on Proposed Equity dividend 240.71 296.56
Transfer to General Reserve 746.92 827.71
Adjustment of Previous Years 130.92 -
Total appropriations (ii) 3,389.55 3,295.27
Surplus in the Statement of Profi t and Loss D (i)-(ii) 43,293.75 39,214.12
Total A+B+C+D 57,569.58 52,743.03
20 NON CURRENT BORROWINGS
Secured Borrowings - -
Term Loans from Banks * 49,956.81 12,486.07
From Financial Institutions ** 25,166.85 18,721.86
Unsecured borrowings 4,382.11 4,322.06
Total 79,505.77 35,529.99
* Term loans from Banks includes borrowings from ICICI Bank having an effective rate of interest of 10.30% repayable in specified
monthly installments secured against:
1. Residential cum Commercial project "Treon" having saleable area of approx. 5,40,004 sqft along with the underlying land
measuring admeasuring approximately 4,410 sq.mt situated at sub plot A bearing CTS No. 1A/2 of village Anik at Chembur
admeasuring 72,778.9 sq.mt and
2. Residential cum Commercial project "Zeon" having saleable area of approx. 5,40,004 sqft along with the underlying land
measuring admeasuring approximately 4,152 sq.mt situated at sub plot A bearing CTS No. 1A/2 of village Anik at Chembur
admeasuring 72,778.9 sq.mt
3. Term Loans from Bank include Vehicle Loan
Also these borrowings have been secured by way of personal guarantee of Rajnikant Ajmera & Manoj Ajmera.
** Loans from Financial Institutions includes borrowings from HDFC Bank having an effective rate of interest of 10.35% repayable in
specified monthly installments secured against:
1. Mortgage of project "Ajmera Aeon" Bhakti Park, Wadala, Mumbai along with an exclusive charge on the scheduled receivables
and
2. Mortgage of all parcel of land admeasuring 72778.90 sqmt bearing CTS no. 1A/2 of village Anik Taluka Kurla Mumbai along with
an exclusive charge on the scheduled receivables and all insurance proceeds
Also these borrowings have been secured by way of personal guarantee of Rajnikant Ajmera, Dhaval Ajmera & Bandish Ajmera.
21 TRADE PAYABLES
Dues to micro and small enterprises (refer Note. No.46) - -
Others 1,734.44 1,254.05
Total 1,734.44 1,254.05
22 OTHER FINANCIAL LIABILITIES
Others 146.62 -
Total 146.62 -
23 PROVISIONS
Provision for Gratuity 345.36 282.99
Provision for Leave Encashment 185.79 203.07
Provision for Expenses - 244.39
Total 531.15 730.45

32nd Annual Report 2018-19 161


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)
Sr.No. Particulars 31st March, 2019 31st March, 2018
24 OTHER NON CURRENT LIABILITIES
Advance from Customers 17,791.56 24,848.38
Rent Received in advance 12.20 16.93
Others - 93.10
Total 17,803.76 24,958.41
25 SHORT TERM BORROWINGS
Unsecured borrowings 50.67 227.76
Total 50.67 227.76
26 TRADE PAYABLES
Dues to micro and small enterprises (refer Note. No.46) 156.32 0.48
Others 4,928.82 5,907.36
Total 5,085.14 5,907.84
27 OTHER FINANCIAL LIABILITIES
Current Maturities of long term debt 6,748.42 15,773.83
Unclaimed Dividend 75.85 30.42
Bank overdraft 932.35 992.39
Others 464.15 1006.97
Total 8,220.77 17,803.61
28 OTHER CURRENT LIABILITIES
Advance from Customers - 59.64
Dividend Tax 203.58 203.58
Bank overdraft 398.51 441.25
Rent received in Advance 4.72 4.72
Statutory Dues Payable 1,275.35 58.66
Others 712.58 601.76
Total 2,594.74 1,369.61
29 PROVISIONS
Provision for Employee Benefits
Provision for Gratuity 25.51 24.90
Provision for Bonus 99.76 -
Provision for leave benefits 31.46 2.96
Others
Provision for Proposed Dividend 1,171.00 1,171.00
Provision for Expenses 301.65 0.05
Total 1,629.38 1,198.91
30 Current Tax Liabilities (Net)
Tax Liability (Net) 10.04 10.64
10.04 10.64

162 Ajmera Realty & Infra India Limited


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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019
(` in Lakhs)
Sr.No. Particulars 31st March, 2019 31st March, 2018
31 REVENUE FROM OPERATIONS
Sale of Products - Flat Sold 38,154.01 36,961.69
Total 38,154.01 36,961.69
32 OTHER INCOME
Interest income on
Bank deposits 62.82 50.47
Dividend income on
Investment in subsidiaries 1,116.00 1,000.00
Other Non-Operating Income 708.65 416.43
Profit on Sale of Fixed Assets - 0.64
Share of Profit from Subsidiaries 6.54 29.89
Miscellaneous Income 53.18 223.76
Total 1,947.19 1,721.19
33 Construction Cost
Material Cost 5,491.39 5,508.00
Labour Cost 8,946.85 8,327.79
Power and fuel 274.00 279.62
MCGM Expenses 3,117.38 1,629.86
Design & Technical Assistance Fees 550.87 266.45
Hiring Costs 38.22 44.10
Total 18,418.71 16,055.82
34 EMPLOYEE BENEFIT EXPENSES
Employee Benefit Expenses 2,568.28 2,843.56
Total 2,568.28 2,843.56
35 FINANCE COST
Borrowing Cost 5,026.58 4,631.89
Total 5,026.58 4,631.89
36 DEPRECIATION AND AMORTISATION
Depreciation and Amortisation 240.73 274.84
Total 240.73 274.84
37 OTHER EXPENSES
Selling Cost 1,716.63 990.24
General Administration Expenses 2,044.65 1,150.69
Corporate Social Responsibility (Refer Note 51) 123.61 93.86
Audit Fees 12.25 11.58
Provision for Doubtful Debts 19.94 2.80
Other Expenses 163.57 -
Total 4,080.65 2,249.17
38 Earning per Share (EPS)
The following reflects the profit and share data used in the basic and
diluted EPS computations.
Profit after tax 7,469.18 8,277.13
Weighted average number of equity shares outstanding during the period 3,548.49 3,548.49
Earning per share (EPS)
Basic in `. 21.05 23.33
Diluted in `. 21.05 23.33

32nd Annual Report 2018-19 163


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

39 Contingent liabilities not provided for in respect of:


a. Income Tax Demand raised by authorities for the period and there status
Sr.No Assessment Year Rs. In Lakhs Status
1 2009-10 221.19 Income Tax Appellate Tribunal (ITAT) Order u/s 143(3).
Nil Tax Liability. Rectification letter is filed..
2 2010-11 0.31 Income Tax Appellate Tribunal (ITAT) Order u/s 143(3).
Wrong Tax Liability Computed. Rectification letter is filed
3 2011-12 58.53 Income Tax Appellate Tribunal (ITAT) Order u/s 143(3)
Order u/s 143(3) Wrong Tax Liability Computed.
Rectification letter is filed.
4 2012-13 9.81 Income Tax Appellate Tribunal (ITAT) Order u/s 143.
Rectification letter is filed.
5 2013-14 78.97 Income Tax Appellate Tribunal (ITAT) Order u/s 143.
Wrong Tax Liability Computed. Rectification letter is filed
6 2014-15 1.79 IIncome Tax Appellate Tribunal (ITAT) Order u/s 143.
Wrong Tax Liability Computed. Rectification letter is filed
7 2015-16 7.09 Income Tax Appellate Tribunal (ITAT) Order u/s 143.
Wrong Tax Liability Computed. Rectification letter is filed

b. Ajmera Realty & Infra India Limited has given corporate guarantee to one of its Associate Ultratech Property
Developers Private Limited towards financial facility of Rs.1500 Lakhs availed from Kotak Mahindra Investment
Limited and also given corporate guarantee to one of its Associate V.M. Procon Private Limited towards total financial
facility for Rs. 3600 Lakhs, availed from Tata Capital Financial Services Limited for Rs.1500 Lakhs and from Tata
Capital Housing Finance Limited for Rs. 2100 Lakhs.

40. Sitting Fess paid to Directors other than managing / whole time directors:
`. In Lakhs
Particulars 2018-2019 2017-2018
Sitting Fees 4.16 4.16
Total 4.16 4.16

41. Details of Auditor’s remuneration :


`. In Lakhs
Particulars 2018-2019 2017-18
Audit Fees 10.75 9.58
Tax Audit Fees 1.50 2.00
Total 12.25 11.58

42. Deferred Taxation:


The Group has net Deferred Tax Assets as on 31st March 2019 on account of set off after net MAT Credit till 31st March
2019. Accordingly , as a prudence policy the said Deferred Tax Assets has not been recognized which is in accordance
with the Ind AS 12

43. Employee Benefit


Consequent to Ind AS 19 “Employee Benefits”, the company has reviewed and revised its accounting policy in respect of
employee benefits.

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

Sr. No. Particulars ` in Lakhs


as on 31.03.2019
Gratuity Leave Salary Total
(Unfunded) (Unfunded)
[I] Reconciliation in Present Value of
Obligation (PVO) - defined benefits
Current Service Cost 48.10 (29.62) 18.48
41.24 64.02 105.26
Interest Cost 23.86 15.96 39.82
17.12 15.82 32.94
Actuarial (gain)/ losses 13.32 48.48 61.80
30.01 (79.03) (49.02)
Benefits Paid (22.30) (15.60) (37.90)
(16.57) (12.95) (29.52)
Past service cost NIL NIL NIL
NIL NIL NIL
PVO at the beginning of the year 307.89 206.02 513.91
236.09 218.17 454.26
PVO at end of the year 370.87 217.25 588.12
307.89 206.03 513.92

[II] Change in fair value of plan assets :


Expected Return on plan assets NIL NIL NIL
NIL NIL NIL
Actuarial (gain)/ losses 13.32 48.48 61.80
30.01 (79.03) (49.02)
Contribution by employers NIL NIL NIL
NIL NIL NIL
Benefi ts Paid (22.30) (15.60) (37.90)
(16.57) (12.95) (29.52)
Fair value of plan assets NIL NIL NIL
at the beginning of the year
NIL NIL NIL
Fair value of plan assets at end of the year NIL NIL NIL
NIL NIL NIL

[III] Reconciliation of PVO and fair value


of plan assets :
PVO at end of period 370.87 217.25 588.12
307.89 206.03 513.92
Fair value of plan assets at end of the year NIL NIL NIL
NIL NIL NIL
Funded status NIL NIL NIL
NIL NIL NIL
Unrecognised actuarial (gain)/ losses NIL NIL NIL
NIL NIL NIL
Net assets/(liability) recognised in the (370.87) (217.25) (588.12)
balance sheet
(307.89) (206.03) (513.92)

32nd Annual Report 2018-19 165


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

Sr. No. Particulars ` in Lakhs


as on 31.03.2019
Gratuity Leave Salary Total
(Unfunded) (Unfunded)
[IV] Net cost for the year ended March 31, 2019 :
Current Service Cost 48.10 (29.62) 18.48
41.24 64.02 105.26
Interest Cost 23.86 15.96 39.82
17.12 15.82 32.84
Expected Return on plan assets NIL NIL NIL
NIL NIL NIL
Actuarial (gain)/ losses 13.32 48.48 61.80
30.01 (79.03) 49.02
Net Cost NIL NIL NIL
NIL NIL NIL
[V] Category of assets as at March 31, 2019
[VI] Actual return of plan assets NIL NIL NIL
NIL NIL NIL
[VII] Assumption used in accounting for the
Grauity & Leave Salary plan:
Discount rate (%) 7.50% 7.50%
7.75% 7.75%
Salary escalation rate(%) 8.00% 8.00%
8.00% 8.00%
Expected amount of return on plan assets NIL NIL
NIL NIL
Figures in Bold represents current financial year & others represents for previous year.

44. The Company primarily deals in the business of Real Estate and hence there is no Primary reportable
segment in the context of Ind AS 108.

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

45. Related Party Disclosures:


a. Name of Related Parties and Related Party Relationship
Key Management Personnel i] Mr. Manoj I. Ajmera
(Managing Director)
ii] Mr. O. P. Gandhi
(Group Chief Financial Officer)
iii] Ms. Harshini D. Ajmera
(Company Secretary)
b. Relatives of Key Management Personnel
• RUPAL M. AJMERA
• TANVI M. AJMERA
• RUSHI M. AJMERA
• ISHWARLAL S. AJMERA HUF
• MANOJ I. AJMERA HUF
• RITA MITUL MEHTA
• DILIP C. AJMERA
• JYOTI D. AJMERA
• RIDDHI D. AJMERA
• SUMAN O. GANDHI
• NUPUR O. GANDHI
• GAURAV O. GANDHI
C. Related Parties Where Control exists
Subsidiaries i. Jolly Brothers Private limited
ii. Ajmera Estate Karnataka Private Limited
iii. Ajmera Mayfair Global W.L.L
iv. Ajmera Clean Green Energy Limited
v. Ajmera Realty Ventures Private Limited
vi. Ajmera Realcon Private Limited
vii. Laudable Infrastructure LLP
viii. Ajmera Corporation UK Ltd
ix. Radha Raman Dev Ventures Private Limited
ix. Sana Buildpro LLP
x. Sana Building Products LLP
xi. Ajmera Infra Developers LLP
D. Associates/Joint Ventures
i. Ajmera Housing Corporation Bangalore
ii. V. M. Procon Private limited
iii. Sumedha Spacelinks LLP
iv. Ultratech Property Developers Private Limited
E. Other Related Parties
i. Ajmera Cement Private Limited

32nd Annual Report 2018-19 167


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

F. Related Party Transactions:


Disclosure in respect of material transactions with related parties (` in lakhs)
Nature of Transaction Name of Related Parties Transactions Transactions
2018-2019 2017-2018
Directors
Mr. Rajnikant Shamalji Ajmera 148.88 128.09
(Chairman & Managing Director)
Mr. Manoj lshwarlal Ajmers 108.69 93.42
Remuneration paid (Managing Director)
to Directors & Key Mr. Sanjay Chhotalal Ajmera 57.38 49.17
Management Personnel (Wholetime Director)
Mr. Omprakash Gandhi 63.96 59.59
(Group Chief Financial Officer)
Ms. Harshini D. Ajmera 9.89 8.67
(Company Secretary)
Total 388.80 338.93
Associate & Joint Ventures
Material Purchase Ajmera Cement Private Limited 3.12 8.27
Total 3.12 8.27
Rent Paid Pramukh Development Corporation 59.12 58.80
Total 59.12 58.80
Management Fees Times Square Facility Management LLP 77.46 0.00
Total 77.46 0.00

46. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:
a) The principal amount Rs. 156.32 (Previous Year 0.48) lakhs and the interest due thereon is NIL (Previous
Year NIL) remaining unpaid to any supplier at the end of each accounting year 2018-19
b) The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium
Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond
the appointed day during each accounting year.
C) The amount of Interest due and payable for the period of delay in making payment but without adding the
interest specified under the Micro, Small and Medium Enterprises Development Act, 2006
d) The amount of Interest accrued and remaining unpaid at the end of each accounting year Nil
e) The amount of further interest remaining due and payable even in the succeeding years until such date
when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a
deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act,
2006 is Nil
The above information and that given in note no.21 & 26 –“Trade Payables” regarding Micro and Small
enterprises has been determined to the extent such parties have been identified on the basis of available with
the Group. This has been relied upon by the auditors.
47. The Group has re – assessed the useful life of assets for the purpose of determination of depreciation in the
manner prescribed under the Schedule II of the Companies Act, 2013

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

48. Capital Management Policy


For the purpose of the Groups capital management, capital includes issued equity capital, share premium and all other
equity reserves attributable to the equity holders of the Group. The primary objective of the Company’s capital
management is to maximise the shareholder value. The Group manages its capital structure and makes adjustments in
light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital
structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.
(` in Lakhs)
Particulars 31.03.2019 31.03.2018
Net Debt
Non-Current Borrowings 79,505.77 35,529.99
Current Borrowings 50.67 227.76
Current Maturities of LTD 6,748.42 15,773.83
(-) Cash and Cash Equivalent (1567.53) (353.55)
Total 84,737.33 51,178.03
Total Equity
Equity Share Capital 3,548.49 3,548.49
Other Equity 57,569.58 52,743.03
Total 61,118.07 56,291.52
Debt to Equity Ratio (1.39) 0.91

49. Financial Risk Management: Disclosure of Financial Instruments by category


For amortised cost instruments, carrying value represents the best estimate of fair value.
(` in Lakhs)
Particulars 31.03.2019 31.03.2018
FVTPL FVOCI Amortised Cost FVTPL FVOCI Amortised Cost
Financial Assets
Investment in subsidiaries, associates 500.00# - 12,917.12* - - 11,728.85
and joint ventures
Loans - - 54,565.29 - - 44,772.12
Other financial assets - - 125.70 - - 75.81
Trade Receivables - - 16,778.96 - - 17,147.76
Cash & Cash Equivalent - - 988.54 - - 194.16
Other Bank Balances - - 1,107.97 - - 1,314.44
Financial Liabilities
Borrowings 28.61 - 67,183.12 24.89 - 31,222.06
Trade Payables - - 6,213.80 - - 6,234.05
Other Financial Liabilities - - 8,220.77 - - 17,417.02
* All the investments in subsidiaries, associates and joint ventures are stated at cost as per Ind AS 28 ‘Separate
Financial Statements’.
# FVTPL by way of Level 3 Input i.e unobservable inputs for assets and liabilities.
Types of Risk and its management
The Group’s activities expose it to market risk, liquidity risk and credit risk. Board of Directors has overall responsibility
for the establishment and oversight of the Group’s risk management framework. This note explains the sources of risk
which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.
a. Credit Risk
The Group measures the expected credit loss of trade receivables based on historical trend, industry
practices and the business environment in which the entity operates. Expected Credit Loss is based on
actual credit loss experienced and past trends based on the historical data.

32nd Annual Report 2018-19 169


Corporate Overview Notice
2 - 20 22 - 38

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31ST MARCH, 2019

b. Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to
managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when
they are due.
Management monitors rolling forecasts of the Group’s liquidity position and cash and cash equivalents on
the basis of expected cash flows. The Group takes into account the liquidity of the market in which the entity
operates.
c. Foreign Currency Risk
The Group has international transactions and is exposed to foreign exchange risk arising from foreign
currency transactions. Foreign exchange risk arises from recognized assets and liabilities denominated in a
currency that is not the Group’s functional currency.
50. Capital and other commitments
Capital and other commitments on account of revenue as well as capital nature is Rs. 4311.62 Lakhs
(Previous Year Rs. 2411.03 Lakhs)
51. Corporate Social Responsibility
Group has spent total of Rs. 132.02 Lakhs (Previous Year Rs. 93.86 Lakhs) during the financial year 2018-
2019 towards Corporate Social Responsibility against the total requirement of Rs. 79.05 Lakhs (Previous
Year Rs. 38.69 Lakhs)
52. The Balance in Debtors and Creditors are subject to confirmation and reconciliation, if any. However as per
management opinion no material impact on financial statements out of such reconciliation is anticipated.
53. Subsequent events
There is not any subsequent event reported after the date of financial statements.
54. Regrouping of Previous Year Figures.
The company has regrouped / rearranged and reclassified previous year figures to conform to current year's
classification.

As per our report of even date For & on behalf of Board of Directors of
For MANESH MEHTA & ASSOCIATES AJMERA REALTY & INFRA INDIA LIMITED
Chartered Accountants
Firm Reg. No. 115832W RAJNIKANT S. AJMERA MANOJ I. AJMERA
Chairman & Managing Director Managing Director
(DIN : 00010833) (DIN : 00013728)
MANESH P. MEHTA O. P. GANDHI HARSHINI D. AJMERA
PARTNER Group Chief Financial Officer Company Secretary
Membership No. 36032
Place : Mumbai Place : Mumbai
Dated : 17th May 2019 Dated : 17th May 2019

170 Ajmera Realty & Infra India Limited


Form No. SH-13
NOMINATION FORM
[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies
(Share Capital and Debentures) Rules 2014]
To,
Ajmera Realty & Infra India Limited
Citi Mall, 2nd Floor, New Link Road, Andheri (W),
Mumbai - 400053
I/We………………………………………………………………………………………………………..........the holder(s) of
the securities particulars of which are given hereunder wish to make nomination and do hereby nominate the following
person(s) in whom shall vest, all the rights in respect of such securities in the event of my/our death.
(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)
Nature of securities Folio No. No. of securities Certificate No. Distinctive No.
From To

(2) PARTICULARS OF NOMINEE/S


(a) Name :
(b) Date of Birth :
(c) Father’s/Mother’s/Spouse’s name :
(d) Occupation :
(e) Nationality :
(f) Address :
(g) E-mail id :
(h) Relationship with the security holder :
(3) IN CASE NOMINEE IS A MINOR
(a) Date of Birth :
(b) Date of attaining majority :
(c) Name of guardian :
(d) Address of guardian :
(4) PARTICULARS OF NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING AGE OF
MAJORITY
(a) Name :
(b) Date of Birth :
(c) Father’s/Mother’s/Spouse’s name :
(d) Occupation :
(e) Nationality :
(f) Address :
(g) E-mail id :
(h) Relationship with the security holder :
(i) Relationship with the minor nominee :

Name : ………………………............................................................................................................................……......
Address : …………………………………………………………………………………………………………………………
Name of the Security Holder(s) : …………..............................................................................................……………….
Signature : ……………………………………………………………………………...................................................……
Witness with name and address : ………………………………………………………………………………………………
………………………………………………………………………………………...........
AGM ROUTE MAP

AGM ROUTE MAP


D. N. Nagar Andheri Metro Sta on
Metro Sta on
Andheri
CES Marg

Railway Sta on

Juhu Circle
NS Rd No. 10

Juhu Vile Parle


Gymkhana Club
AGM Venue

Mithibai College

Vile Parle
Railway Sta on
NOTE
AJMERA REALTY & INFRA INDIA LIMITED
CIN : L27104MH1985PLC035659
Registered office : Citi Mall, 2nd Floor, New Link Road, Andheri (West ), Mumbai – 400053.
ATTENDANCE SLIP
(To be presented at the entrance)
I/We hereby record my/our presence at the 32nd Annual General Meeting of the Company held on 30th September,
2019 at 11.30 a.m. at Activity Hall, Ground Floor, Juhu Gymkhana Club, J.V.P.D Scheme, Juhu, Vile Parle (W),
Mumbai-400049
Folio No. .......................................... DP ID No. ........................................ Client ID No. ...............................................
Name of the Member .......................................................................................... Signature ..........................................
Name of the Proxy holder ................................................................................... Signature ..........................................
Number of Shares ............................................................................
1. Only Member/Proxyholder can attend the Meeting
2. Member/Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting

AJMERA REALTY & INFRA INDIA LIMITED


CIN : L27104MH1985PLC035659
Registered office : Citi Mall, 2nd Floor, New Link Road, Andheri (West ), Mumbai – 400053.
Form No. MGT 11 PROXY FORM
(Pursuant to section 105(6) of the Companies Act, 2013 and the Rule 19(3) of the Companies
( Management and Administration ) Rules, 2014 )

Name of the Member(s) E-mail ID


Registered Address Folio No/Client No.
DP ID
I/We, being the Holder(s) of _______________ shares of Ajmera Realty & Infra India Ltd, hereby appoint :-
1. Name
Address
Email ID Signature:
of falling him/her
2. Name
Address
Email ID Signature:
of falling him/her
3. Name
Address
Email ID Signature:
As my/our proxy to attend and vote (on a poll ) for me/us and on my/our behalf at the 32nd Annual General Meeting of the company, to
be held on 30th September, 2019 at 11.30 a.m. at Activity Hall, Ground Floor, Juhu Gymkhana Club, J.V.P.D Scheme, Vile Parle (W),
Mumbai-400049 and at any adjournment thereof in respect of such resolutions as are indicated below:-
I wish my above proxy to vote as indicated in the box below:
Sr. Resolution For Against
No.
1 To Consider and adopt:-
(a) Audited Financial Statement and Reports thereon for the year ended March 31, 2019
(b) Audited Consolidated Financial Statements for the year ended March 31, 2019
2 To Declare Dividend on Equity Shares
3 To re-appoint Mr. Manoj I. Ajmera (DIN: 00013728) who retires by rotation.
4 To ratify a appointment of M/s. Manesh Mehta & Associates, Chartered Accountants (Firm Registration
No. 115832W) and to fix their remuneration.
5 To Ratify remuneration payable to the Cost Auditors.
6 To re-appoint Mr. Ambalal C. Patel (DIN: 00037870) as an Independent Director
7 To re-appoint Mrs. Aarti M. Ramani (DIN: 06941013) as an Independent Director
8 To appoint of Mr. K. G. Krishnamurthy (DIN: 00012579) as an Independent Director
9 To re-appoint Mr. Rajnikant S. Ajmera (DIN: 00010833) as Chairman & Managing Director
10 To approve re-classification of Promoter of the Company as a Public Shareholder

Signed this ___________ Day of _________ 2019

Revenue
Signature of Shareholder(s) ______________ Stamp

of Proxy holder(s) (1) ___________________ (2) ___________________ (3) ___________________


Notes:
1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48
hours before the commencement of the meeting.
2) A proxy need not to be a member of the Company.
3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share
capital of the Company carrying voting rights. A member holding more than 10% of the share capital of the company carrying voting rights
may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
4) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
5) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.
6) It is optional to put an ‘X’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column
blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate
Awards & Recognitions
1 2

Ajmera Realty & Infra India Ltd Ajmera Realty & Infra India Ltd. was
received ‘Best OOH Campaign awarded ‘Felicitation for excellence
of the Year’ for excellence in of 50 years’ by Hurun Report 2018,
marketing campaign in Marketing a special felicitation for 50 years in
Maverick Awards held in Mumbai Indian Real Estate

3 5

Ajmera Zeon received Ajmera Realty and Infra India Ltd. Mr. Rajnikant S. Ajmera,
‘Gold Rating’ from IGBC Green has won ‘Developer of the Year Hon’ble Chairman & Managing
Homes Rating System for the – Residential category award’ by Director (CMD) has been
Company’s initiative for green ‘11th REALTY+ EXCELLENCE conferred with ‘The Life Time
building move in India AWARDS 2019 – WEST’ Achievement Award’
Ajmera Realty & Infra India Limited
32nd Annual Report 2018-19

Ajmera Realty & Infra India Limited | 32nd Annual Report 2018-19
UK

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India
Ahmedabad
Mumbai
Bengaluru

Driving value
Ajmera Realty & Infra India Limited in all directions
www.aril.co.in

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