| Dear Members,
We are pleased to present the 31st Annual Report on the business and
operations of the Company along with the Audited Financial Statements
for the financial year ended 31st March, 2015. The financial highlights
for the year under review are given below:
FINANCIAL HIGHLIGHTS
Rs. in Lacs
2014-2015 2013-2014
Net Sales/Income from operations 3477.18 17535.80
Other Income 883.77 253.89
Gross Profit (PBDT) 161.95 269.92
Depreciation 42.28 22.97
Provision for Taxation 54.94 86.16
Deferred Tax Asset 8.03 0.79
Net Profit/(Loss) 72.76 161.58
Add: Balance brought forward
from Previous Year 301.85 258.71
Profit available for appropriation 374.61 420.29
*Proposed Dividend (74.10) 74.10
*Tax on Dividend (12.02) 12.02
*The Company has reversed the dividend and the corporate dividend tax
thereon as declared in the previous year as the same was not approved
by the shareholders in the AGM dated 30th September, 2014.
OPERATIONS
During the year under review, Your Company registered a turnover of Rs.
3477.18 Lacs against Rs. 17535.80 lacs in previous year and has
incurred profit after tax of Rs. 72.76 Lacs against profit of Rs.
161.58 Lacs in previous year.
The prospective vision of the Company with the evaluation of the
business and operations of the Company are provided in the Report on
Management Discussion and Analysis forming part of the Annual Report.
DIVIDEND
With a view to conserve the resources, your Directors do not recommend
Dividend during the Financial Year 2014-15.
FIXED DEPOSITS
Your Company has not accepted Deposits from the public during the year
under review as per the provisions of the Companies Act, 2013 read with
the Rules made thereunder.
LISTING OF EQUITY SHARES
The Company's shares are listed on the Bombay Stock Exchange Ltd. (BSE)
and are actively traded. The Listing Fees for the year 2014-15 has
already been paid.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return of the Company in prescribed form MGT-9
is annexed herewith as Annexure-1.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Five meetings of the Board of Directors were held during the financial
year ended 31st March 2015 viz. on 29th May 2014, 13th August 2014,
13th November 2014, 13th February 2015 and 25th March 2015.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act,
2013, your Directors confirm:-
1. That in the preparation of Annual Accounts, the applicable
accounting standards have been followed and there are no material
departures;
2. That the we 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 as at 31st March, 2015 and of the losses of the Company for
the period ended 31st March, 2015;
3. That we have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
4. That we have prepared the Annual Accounts on a going concern basis;
5. That we have laid down internal financial controls to be followed
by the Company and such internal financial controls are adequate and
operating effectively;
6. That we have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have furnished declarations that each of
them meets the criteria of independence as provided in sub-section (6)
of Section 149 of the Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT/REMUNERATION OF DIRECTORS/ KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Nomination and Remuneration Committee constituted by the Company
has formulated criteria for determining qualifications, positive
attributes and independence of the Directors. The Committee has also
recommended to the Board a Policy relating to remuneration ensuring:
i. the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate key managerial personnel of
the quality required to run the company successfully;
ii. relation of remuneration to performance is clear and meets
appropriate performance benchmarks; and
iii. remuneration to key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives, appropriate to the working of the
Company and its goals.
EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE
REMARKS BY AUDITORS AND COMPANY SECRETARY IN PRACTICE
There is no qualification, reservation or adverse remark or disclaimer
made by the Company Secretary in Practice in Secretarial Audit Report
needing explanation or comments by the Board. The Report of the
secretarial auditor is given as an Annexure-2 which forms part of this
report.
Further your Directors wish to clarify the various points/observations
reported by the Statutory Auditors, as under: -
a) Observations in point no.(a) under the head "Emphasis of the
matter"to the main report regarding advances given to certain parties
for purchase of properties in the name of company. Your directors wish
to clarify that these advances are considered good as the company has
clean title to the properties in terms of their purchase agreements.
Court matters do tend to take time to resolve, however the company is
confident of winning the cases and hence there is no need of any
provision for these loans in the accounts.
b) Observations of second para in point no. (a) under the head of
"Emphasis of the matter" to the main report regarding amount given to
certain parties on account of franchisee fee and other expenses. Your
directors wish to state that this matter is in active progress and
shall be resolved /accounted for soon as the basic rights of franchisee
have been established by RealogyCorprn.in our favour without any
dispute. In fact the subsidiary century 21 properties (india) Pvt. Ltd.
has already commenced business using these rights.
c) Observations in point no. (b) under the head "Emphasis of the
matter" to the main Report in respect of interest free unsecured loans
given to two parties. Your directors wish to state that the company has
given these loans in accordance with agreements which inter-alia
provide that these shall be interest free in lieu of options to convert
them into equity shares at valuations which will compensate the company
for the interest component. Hence no interest has been provided as due
from these borrowers in these annual accounts in view of our
contractual terms of lending.
d) Observations in point no.(c) under the head "Emphasis of the matter"
to the main report regarding outstanding trade receivables for more
than six months from the date become due for payment,these comments are
self- explanatory and do not perhaps need further comment from the
management.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans given, Investments made or Securities provide
under section 186 of the Companies Act, 2013 have been disclosed in the
financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has formulated a Policy on Materiality of Related Party
transactions and also on the dealing with related parties as required
under Clause 49 of the Listing Agreement with the Stock Exchange.
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
Your Directors draw attention of the members to Note 30 to the
financial statements which set out related party disclosures.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY AFTER THE CLOSE OF THE YEAR
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of the report.
DIRECTORS AND KEY MANAGRIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Pavan Kumar Verma, Director
of the company retires by rotation at the ensuing Annual General
Meeting and being eligible for re- appointment.
Mr. Vinay Kumar Mittal was appointed as Additional Director cum
Managing Director w.e.f. 28th May, 2015. Mr. Vinay Kumar Mittal will
hold office till the date of the forthcoming Annual General Meeting
(AGM) and a notice has been received from a Member proposing his
candidature for being appointed as a Director of the Company.
Ms. Maria Fernandes was appointed as Additional Director of the company
w.e.f. 25th March, 2015. A notice has been received from a Member
proposing her candidature for being appointed as a Director of the
Company.
Mr. Ram Pyara Chhabra resigned from the post of Directorship of the
Company w.e.f. 05.06.2015 and Mr. Tarlochan Singh, Directors of the
company has also resigned w.e.f. 15.04.2015 and Ms. Kaajal Aijaz ilmi,
resigned from the post of Managing Director of the Company
w.e.f.30.10.2014.
Further Mr. Shyam Kumar has been appointed as Company Secretary of the
Company w.e.f. 06.07.2015 on recommendation of Nomination and
Remuneration Committee and Mr. Vaibhav Sharma, Company Secretary of the
company has resigned w.e.f. 12.06.2015.
RISK MANAGEMENT POLICY
The Board of Directors formed a risk management committee to frame,
implement and monitor the risk management plan for the Company. The
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.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
ANNUAL EVALUATION OF BOARD
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 under Clause 49 of the Listing Agreements.
The performance of the Board was evaluated by the Board 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 executive directors and non- executive 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.
AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the rules framed thereunder, M/s K. Singh & Associates, Chartered
Accountants, were appointed as Statutory Auditors of the Company from
the conclusion of the 30th Annual General Meeting (AGM) of the Company
held on September 30, 2014 till the conclusion of the 33rd AGM to be
held in the year 2017, subject to ratification of their appointment at
every AGM.
SUBSIDIARY COMPANIES
As on 31st March 2015, the Company has one wholly owned subsidiary i.e.
Alchemist Hill Resorts Private Limited and one Subsidiary i.e. Century
21 Properties India Private Limited.
In accordance with Section 129(3) of the Companies Act, 2013, the
Company has prepared a consolidated financial statement of the Company
and all its subsidiary companies, which is forming part of the Annual
Report. Alchemist Hill Resorts Pvt. Ltd. did not do any commercial
activity during the financial year.
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the Financial Statement of the Company's
subsidiaries in Form aOC-1 is attached as Annexure - 3.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has complied with the applicable provisions of
Corporate Governance under clause 49 of the Listing Agreement with the
Stock Exchanges.
A Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report are attached hereto.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company does not fall under the criteria as prescribed under
section 135 (1) of the Companies Act, 2013, hence the Company is not
required to constitute Corporate Social Responsibility Committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis of financial condition and results of
operation of the Company for the year under review are given as a
separate statement in this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
a. ) In compliances of requirements of disclosure pertaining to
conservation of energy, research & development and technology
absorption, as prescribed under section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, there
are no particulars to be disclosed relating to conservation of energy as
your Company is in the real estate business and it does not have own
manufacturing facility. Further the Company is making all possible
efforts to conserve the energy by adopting best practices.
b. ) The company has not imported any technology during the year.
c. ) Foreign Exchange Earnings and Outgo:
(In terms of actual outflow)
Total Foreign Exchange Earnings : Nil Total Foreign Exchange Outgo :
Rs. 6650.06 Lacs
DISCLOSURE REGARDING REMUNERATION U/S 197 (12) OF THE COMPANIES
ACT, 2013
Disclosure regarding remuneration as required under section 197(12) of
the Companies Act, 2013 are annexed as Annexures- 4.
ACKNOWLEDGEMENT
Your Directors hereby express their appreciation for the cooperation
and assistance received from stakeholders, banks, valued clients and
business associates. Your Directors also wish to place on record their
deep sense of appreciation for the diligent support and efforts of the
employees at all levels towards the operations and growth of the
Company.
By Order of the Board
For ALCHEMIST REALTY LIMITED
Dated: 13.08.2015 (Vinay Kumar Mittal)
Place: New Delhi Managing Director
|