AJMERA REALTY Directors Report

TO,


THE MEMBERS,


Your Directors take pleasure in presenting the 29th Annual Report on the business and operations of your Company along with the standalone and consolidated summary financial statements for the year ended 31st March, 2016.


1. HIGHLIGHTS OF THE PERFORMANCE:


(Rs, in Crores)















































































































































Key Financial Indicators



Standalone



Consolidated



2015-2016



2014-2015



2015-2016



2014-2015



Revenue from Operations (net)



222.35



143.92



329.36



185.00



EBIDTA



72.63



46.27



92.07



52.66



Less: Finance costs



28.63



17.47



31.00



17.48



Less: Depreciation



2.43



2.32



2.43



2.32



Profit before Exceptional Items & Tax



41.57



26.48



58.64



32.86



Exceptional Item



-



-



-



-



Profit before Taxation



41.57



26.48



58.64



32.86



Less: Tax Expense



-



-



-



-



Current Tax (Net of MAT Credit)



7.64



4.29



13.07



6.71



Profit after tax



33.93



22.19



45.57



26.15



Less: Minority Interest



-



-



3.16



0.47



Profit for the year



33.93



22.19



42.41



25.68



Opening balance in Statement of Reserves and Surplus



328.70



312.56



380.24



360.61



Less: Depreciation charged to Retained Earning



-



0.02



-



0.02



Amount available for appropriation



362.63



334.73



422.65



386.27



Less: Proposed Dividend



8.87



6.03



8.87



6.03



Tax on Dividend



-



-



-



-



Closing Balance in the Statement of Reserves & Surplus



353.76



328.70



413.78



380.24



a. Profits Standalone:


Your Company posted Net Revenues (from operations and other income) of Rs, 222.35 Crores and Net Profit of Rs, 33.93 Crores for FY 2015-16. The Net Revenues and Net Profit for FY 2014-15 was Rs, 143.92 Crores and Rs, 22.19 Crores respectively. Appropriations from the Net Profit have been effected as per the table given above.


b. Profits Consolidated:


Your Company posted Net Revenues (from operations and other income) of Rs, 329.36 Crores and Net Profit of Rs, 42.41 crores for FY 2015-16. The Net Revenues and Net Profit for FY 2014-15 was Rs, 185 Crores and Rs, 25.68 Crores, respectively. Appropriations from the Net Profit have been effected as per the table given above.


2. APPROPRIATIONS:


a. Dividend:


The Board in its meeting held on 9th March, 2016 declared an interim Dividend of Rs, 1.70/- per Equity shares i.e. @ 17% on Equity shares of face value of Rs, 10/- each per share. Further, the Board in its meeting held on 19th May, 2016, has recommended a final Dividend of Rs, 0.80 per equity share i.e. 8% on Equity shares for the financial year ended 31st March, 2016. The proposal for final dividend is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 26th August, 2016. The total dividend appropriation (excluding tax.) for the financial year 2015-16 is Rs, 8.87 Crores as against Rs, 6.03 Crores in financial year 2014-15. Dividend (including DISTRIBUTION TAX) as a percentage of consolidated net profit after tax is 20.91% as compared to 23.48% in previous year.


The Register of members and Share Transfer Books will remain closed from 20th August, 2016 to 26th August, 2016 (both days inclusive) for the purpose of payment of the final dividend for the financial year ended 31st March, 2016 and the Annual General Meeting. The Dividend, if approved at the Annual General Meeting scheduled on 26th August, 2016, will be payable to members whose names appear on Register of Members of the Company and in the records of National Securities Depositories Ltd. And Central Depository Services (India) Ltd., on close of business hours on 19th August, 2016.


b. Transfer to reserves:


We propose to transfer Rs, 3.39 Crores to the general reserve on account of declaration of Dividend. An amount of Rs, 21.66 Crores is proposed to be retained in the surplus at standalone level.


3. FIXED DEPOSITS:


We have not accepted any fixed deposits and as such no amount of principal or interest was outstanding as on Balance sheet date.


4. MATERIAL CHANGES AFFECTING THE POSITION OF THE COMPANY BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT :


There were no material changes affecting the Company between end of Financial year and date of report.


5. CONSOLIDATED FINANCIAL STATEMENTS:


Pursuant to Section 129 of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and also of its Subsidiaries, in the same form and manner as that of the Company which shall be laid before the ensuing 29th Annual General Meeting of the Company.


Further, pursuant to the provisions of Accounting Standard (‘AS'''') 21, 23, & 27, Consolidated Financial Statements notified under section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 issued by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company along with its subsidiary for the year ended March 31, 2016 forms part of this Annual Report.


6. SUBSIDIARIES AND ASSOCIATES:


The Company has 10 subsidiaries as on March 31, 2016. There are 3 associate companies/joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of the business of the subsidiaries. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''''s subsidiaries in Form AOC-1 is attached to the Director''''s Report in Annexure-1.


During the year, a wholly owned subsidiary named, Ajmera Corporation UK Limited was incorporated on 17th December, 2015 to explore the real estate expansion opportunities in UK and its future prospects.


Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the Company''''s website: www.aril.co.in


7. HUMAN RESOURCES MANAGEMENT, TRAININGS & RECRUITMENT:


a. Human Resource Management:


As every industry globally is being re-shaped by digital technologies, individuals are transforming themselves to stay relevant and succeed in a digital world. The focus of the Company has been to leverage digital re-imagination to drive growth and efficiency of business models, products and services, business processes as well as the workplace. This helps deliver a superior experience to every key stakeholder, viz. customers, employees, investors and the community.


As we know an organization cannot build a good team of working professionals without good Human Resources. Accordingly our organization has defined key functions of the Human Resources Management (HRM) team consisting of recruiting people, training them, performance appraisals, motivating employees and much more. Such human resource includes Top Level Managers, Senior & Middle level and Executives.


Our human resource team believes in personnel management, which involves planning, organizing, directing and controlling of the recruitment and resource management, training & development, compensation, integration and maintenance of people for the purpose of contributing to organizational, individual and social goals.


b. Recruitment Review:


Ajmera''''s success depends largely on its team, who must continually meet the high customer expectations generated by a very competitive and rapidly changing industry.


The company therefore depends on the support of a body of competent, informed and engaged employees. To maintain these standards and to meet the business goals, the recruitment of appropriately qualified personnel is essential.


Ajmera is an Equal Opportunity Employer. Equal Opportunity means that employees are recruited, hired, paid, promoted, transferred and given benefits and training opportunities without discrimination against any person on account of race, color, religion, nationality, or ethnic origin, gender, age, disability, citizenship status, marital status or sexual orientation. All employees of the organization are expected to act in accordance with the spirit of this policy as well as the requirements of law.


Recruiting and selecting the right people is of paramount importance to the continued success of the Company. This Recruitment and Selection Policy sets out how to ensure, as far as possible, that the best people are recruited on merit and that the recruitment process is free from bias and discrimination.


c. Training & Development Overview:


The Company is acutely aware that its success for going forward depends upon continual development of its employees with the necessary competencies to perform at the highest level. The Company is committed to the professional development of our people and recognizes the importance of training and development for them.


Training programs are developed to help our people enhance their skills and knowledge at every opportunity in order to perform their current job more efficiently and effectively and to be better prepared for career opportunities which may arise.


This policy applies to all employees irrespective of their employment status, function, grade or location. All employees are treated equally in the provision of training and development opportunities and are provided with equal access to training and development opportunities relevant to their needs. Training and development will be provided not only to perform the work effectively, but also for the professional development of the employee.


8. PARTICULARS OF EMPLOYEES:


The information is required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:


(a) Details of Ratio of Remuneration of each Director to the median remuneration of the employees of the Company for financial year 2015-16.






















Name of the Director



Ratio to the Median



Mr. Rajnikant Shamalji Ajmera



35.08



Mr. Manoj Ishwarlal Ajmera



23.39



Mr. Sanjay Chhotalal Ajmera



10.33



(b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2015-16;






























Name of the Director



% Increase



Mr. Rajnikant Shamalji Ajmera



78.29%



Mr. Manoj Ishwarlal Ajmera



111.33%



Mr. Sanjay Chhotalal Ajmera



20.20%



Mr. O P Gandhi



6.30%



Ms. Harshini D. Ajmera



6.30%



(c) The percentage increase in the median remuneration of employees in the financial year 2015-16 is 6.30 %.


(d) The number of permanent employees on the rolls of Company as on 31st March, 2016 : 250 (as against 225 on 31st March, 2015).


(e) 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 :


The average % increase given in 15-16 was 6.11 % for all employees who went through the compensation review cycle in the year.


The compensation decisions for each year are taken after considering the benchmark data and the approved compensation budget as per the financial plan for the year by the management.


The average % increase given in 15-16 to senior management was 47%. The Increase of Directors Remuneration was to bring the Managerial remuneration at par with Industry norm''''s and to maintain the benchmarking throughout the Industry. The Managerial remuneration for the previous years were too low, so considering the performance of the Company and efforts of the senior leaders, the increase was advised by the Nomination and Remuneration Committee.


(f) The key parameters for any variable component of remuneration availed by the directors: No variables were provided to the Directors for the Fiscal 2016.


(g) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms the remuneration is as per the remuneration policy of the Company.


(h) Information as required as per Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year ended 31st March, 2016:


















































Name of the Director



Rajnikant S. Ajmera



Designation in the company



Chairman



Qualification



Diploma in Civil Engineering



Age (in years)



65 years



Previous Employer



N.A



Total Experience (in years)



42 Years



Date of Joining



1st August, 2014



Remuneration received (in '''')



1,16,93,521



Nature of employment



Permanent



Percentage of equity shares held by him and his spouse



4.52%



Whether relative of other Directors or Manager of the Company



He is not a relative of any other Director or Manager of the Company as per definition u/s 2(77) of the Act.



9. INTERNAL FINANCIAL CONTROL:


The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of the Annual Report.


10. MANAGEMENT DISCUSSION ANALYSIS:


The Management Discussion and Analysis Report for the year under review as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.


11. CORPORATE GOVERNANCE DISCLOSURES:


a) Our Corporate Governance Philosophy:


Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At Ajmera''''s, the goal of corporate governance is to ensure fairness for every stakeholders. We believe sound corporate governance is critical to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity. Our Board exercises its fiduciary responsibilities in the widest sense of term. Our disclosures seek to attain the best practices in the international corporate governance. We also Endeavour to enhance long term shareholders value and respect minority rights, in all our business decisions. Our corporate governance report forms part of Annual Report for Fiscal year 2015-16.









































Name of policy



Brief Description



We blink



Whistle Blower Policy



The company has adopted the whistle blower mechanism for directors and employees to report any unethical behavior, actual or suspected fraud, or violation of the Company''''s code of conduct or ethics. The Policy protects directors and employees wishing to raise a concern about serious irregularities within the Company and ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.



http://www.aril.co.in/download/


whistle-blower-policy%20ariil.


pdf



Nomination and Remuneration Policy



This policy formulates the criteria for determining qualifications, positive attributes, independence of Directors and other matters ,and criteria for determining the remuneration of Directors/KMP/and other employees.



http://www.aril.co.in/download/ nomination 7 remuneration policy-ariil.pdf



Corporate Social Policy



The policy outlines Company''''s strategy to bring out positive impact in society through various activities and programs relating to educations, medical aid, healthcare and environment.



http://www.aril.co.in/download/


csr-policy-ariil-final-printed.pdf



Policy for


determining material subsidiaries



This policy is used to determine the material subsidiaries and material unlisted Indian subsidiaries of the Company and to provide the governance framework for them.



http://www.aril.co.in/download/


material-subsidiary-policy-ariil-


final-printed.pdf



Related Party Transaction Policy



The policy regulates all the transactions between the Company and related parties.



http://www.aril.co.in/download/


rpt-policy-ARIIL.pdf



Insider Trading Policy



This Policy replaces the erstwhile ‘code of conduct for prevention of Insider Trading'''' and ensures confidentiality of un-published price sensitive information and provides guidelines to directors, officers, employees and consultants of the Company with respect to trading in securities of the Company.



http://www.aril.co.in/download/


ANNEXURE%203-ARIIL-code-


of-Insider-Trading-Policy.pdf




b) Listing Agreement:


The Securities Exchange Board of India (SEBI),on September 2, 2015, issued SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited and NSE India Limited w.e.f. 1st December, 2015.


c) Policies:


We seek to promote the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed Companies. All our policies are available on our Company website: (www.aril.co.in). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.


In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:


d) Familiarization program for independent directors:









































Name of policy



Brief Description



We blink



Policy for determining materiality of event



This policy relates to disclosure of materiality of events affecting the Company and its subsidiaries.



http://www.aril.co.in/


download/Policies/Policy-for-


Determination-of-Materiality-of-


any-Event-Information.pdf



Policy on preservation of Documents



The purpose of this Policy is to ensure that necessary records and documents of the Company are adequately protected and maintained and to ensure that records that are no longer needed by the company or are of no value are discarded at regular interval.



http://www.aril.co.in/download/


Policies/Policy-on-Preservation-


of-Documents.pdf



Archival policy



This policy deals with archival of corporate records of the Company



http://www.aril.co.in/download/


Policies/Archival-Policy.pdf



Authorization to determine material events and disclosure thereof



The Company has authorized its KMPs to determine and disclose the material events / information to the stock exchange.



http://www.aril.co.in/download/


Policies/Authorization-to-file-


with-stock-exchange.pdf



Risk Management Policy



This policy provides guidance in order to identify, evaluate, monitor and minimize the identifiable risks.



http://www.aril.co.in/download/


Policies/Risk-Management-


Policy.pdf



Terms and conditions of appointment of Independent Directors (ID)



This formulates the criteria for appointment of Independent Director and consists of role, duty, responsibilities and remuneration of Independent Directors.



http://www.aril.co.in/download/


terms-and-conditions-of-ID-


ARIIL-final-printe




All new Independent Directors introduced into the Board attend an orientation program. The details of training and familiarization program are provided in the Corporate Governance report and is also available on our website www.aril.co.in. Further, at the time of appointment of Independent Director, the Company issues a formal letter of appointment outlining her/his role, function, duties and responsibilities. The format of letter of appointment is available on our website www.aril.co.in


e) No. of board meetings:


The Board of Directors met 5 times in a financial year ended 2015-16, details of which is given in the Corporate Governance Report. The Maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013


f) Policy on Directors'''' Appointment and Remuneration:


The current policy is to have an appropriate mix of executive and Independent Directors to maintain the Independence of Board and separate its functions of governance and management. As on March 31, 2016, the Board consists of six members, three of whom are executive and three are independent Directors.


The policy of the Company on Directors'''' appointment and remuneration as framed by Nomination and Remuneration


Policy, including criteria for determining qualifications, positive attributes, independence of Directors and other matters, as required under sub-section (3) of 178 of Companies Act, 2013 has been disclosed in the corporate governance report, which forms part of this report.


There has been no change in the policy since last fiscal year.


g) Board evaluation:


The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),Regulations 2015.


The performance of the board was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.


The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.


The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.


In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.


h) Declaration by Independent Directors:


Pursuant to the provisions of section 149 of the Act, Mr. Ambalal C. Patel, Mr. Jagdish J. Doshi and Mrs. Aarti Ramani were appointed as independent directors at the Annual General Meeting of the Company held on 27th September, 2014. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) & (7) of the Act and Listing Agreement that there has been no change in the circumstances which may affect their status as independent director during the year.


i) Directors and Key Managerial Personnel:


i) Inductions:


There were no new Inductions in the Board of Directors of the Company for the financial year 2015-16.


ii) Retirement by Rotation:


In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Rajnikant


S. Ajmera, Chairman & Managing Director retires by rotation in this AGM & is eligible for reappointment. Mr. Rajnikant S. Ajmera, Chairman & Managing Director has offered himself for re-appointment.


iii) Re-appointments:


Mr. Manoj I. Ajmera, Managing Director and Mr. Sanjay C.Ajmera, Whole-time Director is eligible for re-appointment as Managing Director and Whole time Director respectively w.e.f 24th April, 2017 for a period of 5 years. Hence appropriate resolutions for the re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid


Directors and other information have been given in detail in the Notice. Your Directors recommend their re-appointment as Directors of your Company.


iv) Committees of board:


Currently the board has 5 committees: the Audit committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stake holders Relationship Committee and Committee of Independent Directors.


A detailed note on the composition of Board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.


v) Key Managerial Personnel:


Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. Manoj I. Ajmera,Managing Director, Mr. O. P Gandhi, Chief Financial Officer and Ms.Harshini


D.Ajmera, Company Secretary.


There has been no change in the key managerial personnel during the year.


vi) Pecuniary Relations:


During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.


j) Directors Responsibility Statement:


In terms of section 134(3)(c) & Section 134(5) of the Companies Act 2013 your directors confirm that :


(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;


(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;


(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;


(iv) they have prepared the annual accounts on a going concern basis;


(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;


Explanation.-For the purposes of this clause, the term "Internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;


(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


k) Auditors:


Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s V. Parekh & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 27th Annual General Meeting (AGM) of the Company held on 27th September, 2014 till the conclusion of the Thirtieth AGM to be held in the Financial year 2017-2018, subject to ratification of their appointment at every AGM.


In the terms of Section 139 of the Companies Act, 2013 read with Company (Audit & Auditors )Rules, 2014, the Board of Directors ratified the appointment of M/s V Parekh & Associates subject to shareholders’ approval at the ensuing Annual General Meeting to hold the office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting on remuneration to be decided by the Board of Directors.


l) Auditors report and Secretarial Auditor report :


The auditors'''' report and secretarial auditors'''' report does not contain any qualifications, reservations or adverse remarks.


The Auditors report forms part of this Annual Report.


M/s. H. P Sanghvi & Co. Practising Company Secretaries, was appointed to conduct the Secretarial audit of the Company for the fiscal 2016, as required under section 204 of the Companies Act, 2013 and Rules there under. Report of the Secretarial auditor is given as an Annexure II which forms part of this report.


The Board has appointed M/s. H. P Sanghvi & Co., Practicing Company Secretaries, as secretarial auditor of the Company for financial year 2016-17.


m) Cost Auditor:


Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its real estate activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s D. R. Mathuria & Co., Cost Accountants (FRN.


101535) as the Cost Auditors to audit the cost accounts of the Company for the FY-2016-2017 on a remuneration not exceeding '''' 75000/- (Rupees Seventy Five Thousand only) As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification. For the remuneration payable to M/s. D. R. Mathuria & Co., Cost Accountants is included in Item No. 5 of the notice convening the Annual General Meeting.


n) Internal Auditor:


Pursuant to section 138(1) read with the Company (Accounts) Rules, 2014, Mr. Hitesh Panchal is appointed as the Internal Auditor of the Company under whole-time employment. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board quarterly.


o) Extract of Annual Return:


Pursuant to sub-section 3(a) of Section 134 and sub section (3) of Section 92 of the Companies Act,2013,read with Rule 12 of the Company (Management and Administration )Rules,2014 the extract of the Annual Return as at 31st March,2016 is provided in Annexure -III in prescribed format MGT-9.


p) Particulars of loan, guarantee or investments:


Details of Loans, Guarantees and Investments covered under provisions of Section 186 of Companies Act,2013 have been disclosed in the financial statements provided in Annual Report.


q) Particulars of transactions /arrangements with related parties:


All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm''''s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Bank.


All Related Party Transactions are placed before the Audit Committee for approval. Also the transactions between all the related parties, even if not under the ambit of section 188 of the Act, which are of repetitive nature are placed before the Audit Committee on quarterly basis for noting.


The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is http://www.aril.co.in/download/rpt-policy-ARIIL.pdf


Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''''s length basis, form AOC-2 is not applicable to the Company.


r) Significant And Material Orders:


There are no material litigation outstanding as on March 31st, 2016.


s) Corporate Social Responsibility:


The Company works primarily through its CSR trust, S.S. Ajmera Foundation, towards supporting projects in promoting education, providing medical aid, environmental sustainability and rural development projects.


As per Companies Act, 2013,all the Companies having net worth of Rs, 500 crore or more, or a turnover of Rs, 1000 crores or more or net profit of Rs, 5 crores or more during any financial year are required to constitute a CSR Committee of the Board of Directors comprising three or more Directors, atleast one of whom should be independent Director. All such Companies are required to spend 2% of the average profits of last three preceding Financial years on CSR activities. Accordingly, the Company was required to spend Rs, 15.24 Lakhs out of which Company has spent excess of Rs, 1.48 Lakhs, i.e. total amount spent by the Company on the activities covered under Schedule VII of the Companies Act,2013 is Rs, 16.72 Lakhs.


The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.


For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company (URL: http://www.aril.co.in/download/csr-policy-ariil.pdf).


t) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:


(i) Conservation of Energy:


- Conserve and restore natural resources:


Portable water is a scarce natural resource in most parts of India. There is a considerable water consumption in the residential segment, which could be conserved with appropriate methods. Water usage should be in a self sustainable manner through 3 R''''s - Reduce-Recycle-Reuse.


We have installed efficient water plumbing fixtures to reduce the water wastage at residence. Also sewage water treatment plants are installed to reuse the water used in flushing and landscaping. Your company supports Green building concept to enhance ground water table and reduce municipal water demand through effective rain water management like providing rain water harvesting system.


- Indoor Environmental Quality:


People spend their most of their lives at home, where the quality of indoor environment has major impact on health of the occupants. Your Company designs a green home such that the regularly occupied areas have access to sunlight and natural ventilation. The intent of green building is to avoid air pollutants effecting indoor air quality by providing adequate outdoor air ventilation.


Many materials like paints, polish coatings, sealants, adhesives etc, used in the residential construction contain Volatile Organic Compounds (VOC) which poses serious health risk to the occupants. A green building encourages materials with low VOC so as to reduce adverse health impacts on the residence.


- Energy Efficiency:


Energy efficiency is the first step towards achieving sustainability in buildings and organizations. Energy efficiency optimizes the energy use by reducing demand in apartments and homes.


The Company has incorporated energy efficiency system to reduce the monthly bills which will subsequently result in environmental benefits.


The buildings are energy efficient by adopting various strategies like orientation of the building, better envelope which includes type of walls, type of roofs, glazing type, efficient air conditioning system, use of sophisticated technologies like lighting sensors, motion sensors, lighting controls etc.


(ii) Technology Absorption:


- Research & Development:


1. Specific areas in which R&D is being carried out by the company


a) Use of hollow blocks during construction stage for concealing Electrical conduits.


b) Use of hollow blocks/Precast members during construction stage for concealed water supply pipes and flush tanks in toilets.


c) Using Crushed sand in flooring works thereby replacing the depleting natural sand.


d) Under shing drainage pipes in toilets.


2. Benefits derived out of above


a) By using hollow blocks for concealing Electrical Conduits during Construction stage itself helps in lesser generation of Debris which in turns means lesser disposal of Debris, no material required for finishing the chiseled wall in the other normal way of work, no damage to walls ensures excellent quality of work, more output of work. All this ensures that due to lesser disposal we are helping Mother nature with minimal damage, less material required for finishing means Savings, though minuscule, lesser work force required for executing the Job.


b) Again the benefits are similar to (a) above, apart from which, by concealing the flush tanks, we are giving more space in toilets to the customers, lesser amount of brickwork for concealment of flush tank, which in turn means lesser dependency on skilled work force for brickwork/ plaster, which in turns to more savings, more output, lesser Debris generation and disposal.


c) The replenishing natural sand from the river beds is a greater cause of concern & by replacing natural sand with crushed sand, we have ensured that this dependency on natural sand is no longer an impediment in the progress of work & also gives good amount of savings by use of crushed sand.


d) By using under shying drainage pipes, we have tried to address the age-old issue of leakages from concealed drainage lines in floors & customers don''''t have to worry about the breakage of full toilet floor to address the contentious issue. By accessing the drainage from the floor below it helps in resolving the problem in 1/5th of the time.


- Future plan of action:


Future plan of action is to explore dry wall technology,


Foam concrete on a larger scale area of application.


- Expenditure on R&D : "NIL"


- Adaptation & Innovation:


























1



Efforts made in Technology absorption



We have incorporated MIVAN Shuttering for Bhakti Park, LED Lights, Home Automation, Compact plant for swimming pools.



2



Benefits derived out of above



MIVAN shuttering has ensured us speed for a high rise tower, Cost reduction by multiple use of the same shuttering, no external plaster, greater accuracy in work.


By using LED Lights we have been able to conserve the energy.


By adopting Home Automation we are able to give the customers advantages of managing their homes on Smartphone’s/ Tablets, Saving energy etc.



3



Future plan of action



We are contemplating to explore new technologies in building construction activities which shall give us more speed in lesser time thereby ensuring timely deliverables to customers.



4



Expenditure on R&D



Again the expenditure of R&D in adopting MIVAN technology is "NIL" as the same is being absorbed.



iii) Foreign Exchange Earnings and Outgo:


(Rs, In Lakhs)














































Particulars



Current


Year



Previous


Year



Foreign Exchange Expenditure



Architect fees



-



3.37



Sponsorship Fees



79.61



-



Professional Fees



14.01



-



Business Promotion Expenses



4.22



-



Commission on Sales



14.41



-



Total



112.25



3.37



u) Risk Management:


The board of directors of the Company has frame, implement and monitor the risk management plan for the Company. The Audit committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.


The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.


12. DISCLOSURE REQUIREMENTS:


As per SEBI Listing Regulations, Corporate Governance report with auditors'''' certificate thereon and Management Discussion and Analysis are attached, which form part of this report.


13. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:


The Company is committed to provide healthy environment to all employees of Ajmera''''s and does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.


During the Financial Year 2015-16, the Company did not receive any complaints under the POSH policy.


14. GREEN INITIATIVES:


As in previous year, this year too we are sending the entire Annual Report inclusive of Notice to all those shareholders whose email addresses are registered with the Company /Depository Participant(s) in the electronic mode. In case any member desires to have a physical copy of the same, he/she may write to the Company or send an email to investors@ajmera.com. For members who have not registered email addresses, physical copies are sent in the printed mode.


ACKNOWLEDGMENTS:


Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.


By Order of the Board of Directors


for AJMERA REALTY & INFRA INDIA LTD


RAJNIKANT S. AJMERA


CHAIRMAN & MANAGING


DIRECTOR DIN: 00010833


Place : Mumbai,


Date : 30th June, 2016


Registered Office:


“Citi Mall”, Link Road,


Andheri (W), Mumbai - 400 053


CIN: L27104MH1985PLC035659


Email: investors@ajmera.com


Website: www.aril.co.in


Tel. No.: 022-66984000


Fax No. 022-2632 5902

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
“2019 © COPYRIGHT DYNAMIC EQUITIES PVT. LTD.”

Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

Disclosure: We, Dynamic Equities Private Limited are also engaged in Proprietory Trading apart from Client Business. In case of any complaints/grievances, clients may write to us at compliance@dynamiclevels.com

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