Annual Report For The Year 2018-19
Annual Report For The Year 2018-19
Annual Report For The Year 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
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.
2
32nd Annual Report 2018-19
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
4
32nd Annual Report 2018-19
Mission
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
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
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
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
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32nd Annual Report 2018-19
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
25.17 21.44
6,562.91
23.16
6,153.67 18.49
17.34
18.37
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32nd Annual Report 2018-19
Return on Equity
15.08
13.97
11.75
Dividend Payout
(` in Lakhs)
1,171.00 1,171.00
1,064.55
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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.
Ajmera Treon
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32nd Annual Report 2018-19
4 7 5 1
Mumbai Bengaluru London Bahrain
King’s Borough, London
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
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32nd Annual Report 2018-19
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.
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.
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32nd Annual Report 2018-19
17
Ajmera Realty & Infra India Limited
Ajmera Track Fun-day event hosted by i-Land Racing Academy Track race for promoting road safety
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32nd Annual Report 2018-19
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.
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.
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
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:
Book Closure:
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:
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)
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,
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
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”
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.
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.
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.
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.
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.
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.
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
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.
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
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
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*
other Directors
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.
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
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
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
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).
(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.
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.
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.
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
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%
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
*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.
Rajnikant S.Ajmera
Place: Mumbai Chairman & Managing Director
Date: 17th May, 2019 DIN : 00010833
Corporate Governance Report
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:-
(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.
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
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
(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
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.
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.
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]
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
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
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’.
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:
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.
Expenditure Nil
Efforts in brief towards Technology Absorption, Implementation of Mivaan Technology has reduced
adaptation and Innovation the time turnover as well cost and resources used.
Rajnikant S.Ajmera
Place: Mumbai Chairman & Managing Director
Date: 17th May, 2019 DIN : 00010833
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
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
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.
(` 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.
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
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.
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.
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.
*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.
• 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:
K. G. Krishnamurthy* - - - 3 3 2 2 100%
J. J. Doshi ** - 3 3 - - 2 2 100%
• 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.
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.
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,
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.
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
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-
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.
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.
Company
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)
19. Top ten equity shareholders of the Company as on March 31, 2019 (other than Promoters)
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.
Manoj I. Ajmera
Managing Director
(DIN:00013728)
Place: Mumbai
Date : 17th May,2019
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.
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
Manesh P. Mehta
Place: Mumbai (Partner)
Date: 17th May ,2019 Membership No. 036032
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.
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
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
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
(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.
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
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
Manesh P Mehta
Mumbai, Partner
Dated : 17th May, 2019 Membership No. 36032
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
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
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
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
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
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
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)
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
April 1, Additions Deductions March 31, April 1, Additions Deductions March 31, March 31, March 31,
2017 2018 2017 2018 2018 2017
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
fully paid-up)
Investment in Associates
Corporate Overview
Note 5 : Investsments
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
a. Reconciliation of shares outstanding at the beginning and at the end of the reporting period
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
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.
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
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
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
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
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.
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
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
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,
Manesh P Mehta
Mumbai, Partner
Dated : 17th May, 2019 Membership No. 36032
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
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
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
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
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
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
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
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
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
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
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
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
(` 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
37.08 37.08
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
500.00 -
157
Corporate Overview Notice
2 - 20 22 - 38
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
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.
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
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
Name : ………………………............................................................................................................................……......
Address : …………………………………………………………………………………………………………………………
Name of the Security Holder(s) : …………..............................................................................................……………….
Signature : ……………………………………………………………………………...................................................……
Witness with name and address : ………………………………………………………………………………………………
………………………………………………………………………………………...........
AGM ROUTE MAP
Railway Sta on
Juhu Circle
NS Rd No. 10
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
Revenue
Signature of Shareholder(s) ______________ Stamp
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
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