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Directors Report of Ajmera Realty & Infra India Ltd.

Mar 31, 2015

TO THE MEMBERS OF AJMERA REALTY & INFRA INDIA LIMITED

The Directors take pleasure in presenting Twenty Eighth Annual Report together with the Audited Financial Statements for the year ended 31st March, 2015.

HIGHLIGHTS OF THE PERFORMANCE:

(Rs. in lakhs)

Key Financial Indicators Standalone Consolidated

2014-2015 2013-2014 2014-2015 2013-2014

Revenue from Operations (net) 14391.67 797.08 22158.36 10827.38

EBIDTA 4626.98 776.23 6309.83 3257.08

Less: Finance costs 1747.17 - 2336.51 369.39

Less: Depreciation 231.77 119.75 681.85 579.29

Profit before Exceptional Items & Tax 2648.04 656.48 3291.47 2308.40

Exceptional Item - - - -

Profit before Taxation 2648.04 656.48 3291.47 2308.40

Less: Tax Expense

- Current Tax (Net of MAT Credit) 428.74 42.66 676.29 568.22

Profit after Tax 2219.30 613.82 2615.18 1740.18

Less: Minority Interest - - 47.05 120.04

Profit for the year 2219.30 613.82 2568.13 1620.14

Opening balance in Statement of Reserves and Surplus 31255.95 31175.64 36061.14 35057.60

Less: Depreciation charged to Retained Earnings 1.59 - 1.59 -

Amount available for appropriation 33473.67 31789.46 38627.69 36677.74

Less: Proposed Dividend 603.24 532.27 603.24 525.00

Tax on Dividend 0.16 1.24 0.16 91.60

Closing Balance in the Statement of Reserves & Surplus 32870.27 31255.95 38024.29 36061.14

Revenue Standalone:

During the Financial year under review, net revenue stood at Rs. 14391.67 Lakhs as compared to Rs. 797.08 Lakhs for the previous year. The Company earned a Net Profit after Tax of Rs. 2219.30 Lakhs as compared to Rs. 613.82 Lakhs in the previous year. The Company proposes to transfer an amount of Rs. 221.93 Lakhs to the General Reserves.

Revenue Consolidated:

During the Financial year under review, the Company has realised net revenue of Rs. 22158.36 Lakhs as compared to Rs. 10827.38 Lakhs. The Company's Net Profit after Tax for the year increased by 58.51% amounting to Rs. 2568.13 Lakhs as compared to NPAT of Rs. 1620.14 Lakhs in the previous year.

Consolidated profit before tax for the year is Rs. 3291.47 as compared to Rs. 2308.40 in the previous year.

DIVIDEND

Your Directors have recommended a dividend of Rs. 1.70/- per equity share, i.e. 17% of the paid up equity share capital for the year ended March 31, 2015 (Previous Year: Rs. 1.50/- per equity share, i.e. 15% of the paid up equity share capital). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

To tal amount of dividend payout will be Rs. 603.24 Lakhs. The Register of Members and Share Transfer Register shall remain closed during the period 19th September, 2015 to 25th September, 2015 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on 18th September, 2015 and to those whose names appear as beneficial owner in the records of National Securities Depositories Ltd. and Central Depository Services (India) Ltd. on close of business hours as on 18th September, 2015.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of Companies Act, 2013 and the relevant rules, the Board has constituted the Corporate Social Responsibility (CSR) Committee, under the Chairmanship of the Board's Chairman, Mr . R ajnikant S. Ajmera. The other members of the Committee are Mr . Manoj I.Ajmera and Mr . Ambalal C. Patel. A detailed CSR Policy has also been framed which is placed on the Company's website. Other details of CSR activities as required under Section 135 of the Companies Act, 2013, are given in the CSR Report at Annexure I.

STATUTORY DISCLOSURES UNDER COMPANIES ACT, 2013:

a) 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, 2015 is provided in Annexure–II.

b) Share Capital

The paid up Equity Share Capital as on March 31, 2015 is Rs. 35,48,48,750/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

c) Related Party transactions

All related party transactions are entered on arms length and are in ordinary course of business . There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are presented to the Audit Committee. A statement of all related party transactions is placed before the Audit committee on a quarterly basis specifying nature, value, terms and conditions of the transaction.

The material Related Party Transactions policy as approved by the Board is uploaded on website of the Company and the link for the same is www.aril.co.in

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

d) 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 had been followed along with proper explanation relating to material departures;

(ii) The directors 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 and loss of the company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts has been prepared on a going concern basis;

(v) Internal financial controls as laid down, are followed by the company and that such internal financial controls are adequate and were 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; and

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

e) A Statement of declaration given by the Independent Directors

Necessary declaration has been obtained from Independent Directors under section 149(7) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

f) Particulars of loans, guarantees or investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes no. 12, 13 & 24 of the Standalone Audited Financial Statements.

g) The Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo, in such manner as may be prescribed

The particulars relating to energy conservation, technology absorption, Foreign exchange earnings and outgo as required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is provided in Annexure III.

h) Deposits

In terms of provisions of Section 73 of the Companies Act, 2013 read with relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2015.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION ANALYSIS:

The company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated as per Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance under Listing Agreement, alongwith a certificate from auditor's confirming the compliance, is annexed and forms part of the Annual Report.

A detailed Management Discussion Analysis forms part of this Annual Report.

BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEE OF DIRECTORS:

a) No. of Board Meetings

During the year, Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

b) Re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr . Manoj I. Ajmera, Managing Director will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment .Your Directors recommend that the resolution relating to re-appointment of Mr . Manoj I. Ajmera, Managing Director who is liable to retire by rotation. Pursuant to the provisions of Clause 49 of the Listing Agreement, brief resume of the Director is furnished along with Explanatory Statement to the notice of this Twenty Eighth Annual Report.

c) Resignation,Cessation,Changes in the Directors/KMP

Mr. Jitendra Anandpara , who was appointed as Independent Director with effect from 18th January, 2010, resigned with effect from 1st April, 2014.

The Board of Directors of your Company placed on record their deep appreciation for the services and expert advise of Mr. Jitendra Anandpara and wished him the very best in his future endeavours.

Ms. Aarti M. Ramani was appointed as women Independent Director in place of Mr. Jitendra Anandpara with effect from 12th August, 2014.

Mr. O. P. Gandhi was appointed with effect from 13th May, 2014 as a Chief Financial Officer of the Company.

Ms. Harshini D. Ajmera,Company Secretary, Mr. O.P. Gandhi, Chief Financial Officer and Mr. Manoj I. Ajmera, Managing Director were designated as KMP .

d) Board Committees

The Company has the following statutory Committees of Board

Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective roles and responsibilities are given in detail in the Corporate Governance Report.

e) Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of working of its Committees. At the meeting of the Board all relevant factors that are material for evaluating performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-Independent Directors was also carried out by the independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION & NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) read with Rule 7 of Companies (Meetings of Board and its powers) and Clause 49 of Listing Agreement, the Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. The details of the WBP Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

AUDITORS:

The Company's Statutory Auditors , M/s. V. Parekh & Associates, Chartered Accountants, Mumbai was appointed in the last Annual General Meeting for a period of three financial years. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder for appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. We propose the ratification of appointment of Statutory Auditors from conclusion of this Annual General Meeting till conclusion of 30th Annual General Meeting, subject to shareholder's approval.

a) Auditors and their report

The Independent Auditors Report to the Shareholders does not contain any reservation,qualification or adverse remark.

b) Cost Auditor and Cost Audit Report

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 as the Cost Auditors to audit the cost records of the Company for the FY 2015-2016 at a remuneration not exceeding Rs. 75,000/- (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. Accordingly, a resolution seeking member's 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.

Also the Cost Audit report for FY 2014-15 was placed before Board Meeting as on 23rd July, 2015 with no qualifications.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s H.P. Sanghvi & Co, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Auditor's Report is annexed in Annexure IV. It does not contain any qualification.

PARTICULARS OF REMUNERATION TO DIRECTORS / EMPLOYEES:

The Information relating to Remuneration of Directors as required under Section 197 (12) is given in Annexure V herewith. Also information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure V to the Directors' Report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure V. There are no employees posted and working outside India except Directors drawing more than Rs. 6 million per financial year or Rs. 5 lakhs per month.

SUBSIDIARY COMPANIES:

As per section 129(3) the salient features of financial statements of Subsidiaries,Associates and Joint Ventures are provided in Form AOC-1 in the Annexure-VI.

RISK MANAGEMENT:

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management assessment and minimization procedures.

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of your Company for the Financial Year 2014-15 are prepared in compliance with applicable Accounting Standards and applicable clauses of the Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from subsidiaries and joint venture companies, as approved by their respective Boards.

The annual accounts and financial statements of the subsidiary companies and related information in detail shall be made available to members on request and are open for inspection at the Registered Office of your Company.

UNPAID/UNCLAIMED DIVIDEND :

Pursuant to Section 205C and other applicable provisions of Companies Act, 1956 (the corresponding provision in the Companies Act, 2013 have not yet been notified). Dividends that are unpaid/unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government.

During the year under review the Company has transferred Rs. 3.61 Lakhs towards unclaimed dividend pertaining to the Financial Year 2006-07 to Investor Education Protection Fund.

Attention is drawn that the unclaimed/unpaid dividend for the financial year 2007-2008 which is due for transfer to IEPF on or before 5th November,2015. In view of this, the Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company/Company's Registrar and Share Transfer Agent, Sharex Dynamic (India) Private Limited.

The details of the consolidated unclaimed/unpaid dividend details as required by the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, for all the unclaimed/ unpaid dividend accounts outstanding (drawn upto the date of Twenty Seventh Annual General Meeting held on 27th September, 2014) in terms of the Ministry of Corporate Affairs Notification No. G.S.R 352 (E) dated May 10, 2012 has been uploaded on the Company website: http://www.aril.co.in

THE BALANCE IN THE UNPAID/UNCLAIMED DIVIDEND ACCOUNTS AS ON 31ST MARCH, 2015 ARE AS FOLLOWS:

Year Type of Dividend per Date of declaration of Dividend Share (Rs.) Dividend

2007-2008 Final 1.10 30th Sept, 2008

2008-2009 Final 1.10 30th Sept, 2009

2009-2010 Final 1.10 29th Sept, 2010

2010-2011 Final 1.40 30th Sept, 2011

2011-2012 Final 1.70 28th Sept, 2012

2012-2013 Final 1.50 27th Sept, 2013

2013-2014 Final 1.50 27th Sept, 2014

Year Due date of Transfer Amount in Rs. as on 31st March, 2015

2007-2008 5th Nov, 2015 3,75,852.00

2008-2009 5th Nov, 2016 1,22,917.30

2009-2010 4th Nov, 2017 1,26,477.50

2010-2011 5th Nov, 2018 1,61,192.60

2011-2012 3rd Nov, 2019 2,04,108.80

2012-2013 2nd Nov, 2020 2,49,903.50

2013-2014 2nd Nov, 2021 4,63,768.00

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There was no significant and material orders passed by the regulators / courts during the year under review.

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 2014-15,there were no complaints received by the Company.

ACKNOWLEDGEMENT:

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 : 23rd July, 2015

Registered Office:

"Citi Mall", Link Road,

Andheri (W), Mumbai – 400 053


Mar 31, 2014

Dear members,

The Directors take pleasure in presenting the TWENTY-SEVENTH Annual Report of the Company along with the Audited Accounts for the financial year ended 31 st March, 2014.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Standalone Consolidated

2013-2014 2012-2013 2013-2014 2012-2013

Revenue from Operations (net) 797.08 1309.22 10827.38 8878.56

EBIDTA 776.23 1272.74 3257.08 3015.59

Less: Finance costs - - 369.39 393.55

Less: Depreciation 119.75 117.82 579.29 635.40 Profit before Exceptional Items & Tax 656.48 1154.92 2308.40 1986.64

Exceptional Item - - - -

Profit before Taxation 656.48 1154.92 2308.40 1986.64

Less:Tax Expense

*Current Tax 42.66 130.33 568.22 318.33

*Deferred Tax(charge)/credit - - - 44.60

*MAT credit utilization/entitlement - - - -

Profit after tax 613.82 1024.59 1740.18 1623.71

Less:Minority Interest - - 120.04 74.69

Profit attributable to the shareholders of the 613.82 1024.59 1620.14 1549.02 Company

Opening balance in Statement of Profit and Loss 31175.64 30683.70 35057.60 36590.96

Amount available for appropriation 31850.84 31759.51 36785.56 35966.23

Final Dividend 532.27 532.27 525.00 532.27

Tax on Dividend 1.24 0.37 91.60 0.37

Transfer to general Reserve 61.38 51.23 107.82 375.99

Closing Balance in the Statement of Profit and Loss 31255.95 3175.64 36061.14 35057.60

PERFORMANCE:

Revenue Standalone:

Net revenue stood at Rs. 797.98 Lacs as compared to Rs.1309.28 Lacs. The Company earned a Net Profit after Tax of Rs. 613.82 Lacs as compared to NPAT of Rs. 1024.59 lacs in the previous year . The Company has its geographical presence in the State of Maharashtra, Gujarat and Karnataka.

Revenue Consolidated:

During the year under review, the Company has earned net revenue of Rs.10287.38 Lacs as compared to Rs.8878.56 Lacs. The Company earned a Net Profit after Tax of Rs.1740.18 lacs as compared to NPAT of Rs 1623.71 Lacs in the previous year.

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of your Company for the financial year 2013-14 are prepared in compliance with applicable Accounting Standards and applicable clauses of the Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from subsidiaries and joint venture companies, as approved by their respective Boards.

The annual accounts and financial statements of the subsidiary companies and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your Company till the meeting.

OPERATIONS:

Your Company has launched three prime projects AEON, ZEON & TREON at i-LAND, Wadala which has approximately 1.2 Million Sq. Ft. of saleble area. Then this project consists of high end Luxurious residential apartments and enjoys the added advantage of Monorail, the elevated freeway which is connecting the south and central business districts in span of 20 Minutes. It has its presence in Ahmadabad & Bangluru also.

TRANSFER TO RESERVES :

An amount of Rs. 61.38 Lacs is proposed to be transferred out of the current profits to General Reserve.An amount of Rs.18.93 lakhs is proposed to be retained in the Statement of profit and loss.

DIVIDEND :

Your Directors have recommended a dividend of Rs.1.5 per equity share, i.e. 15% of the paid up equity share value for the year ended March 31, 2014 (Previous Year: Rs.1.5 per equity share, i.e.15% of the paid up equity share value) . The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Total amount of dividend payout will be Rs.532.27 Lakhs. The Register of Members and Share Transfer Register shall remain closed during the period 21st September, 2014 to 27th September, 2014 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on 21st September, 2014, being the first day of Book-Closure and to those whose names appear as beneficial owner in the records of National Securities Depositories Ltd. and Central Depository Services (India) Ltd. on close of business as on 20th September, 2014.

SUBSIDIARY COMPANIES / JOINT VENTURES :

The Company has five direct Subsidiaries as on 31st March 2014, namely Jolly Brothers Private Limited, Ajmera Estate Karnataka Private Limited, Ajmera Mayfair Global Realty W.L.L, Ajmera Bio-fuel Limited and Ajmera Realty Ventures Private Limited.

In accordance with the General Circular no.2/2011 dated 8th February,2011 issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same at the registered office of respective subsidiary Companies. The same information is also made available on the website of the Company.

As on 1st April,2014 ,the Company has acquired 100% stake in the Ajmera Realcon Private Limited. The said subsidiary has acquired 50% stake in Amisha Buildcon Pvt. Ltd. which has project in Khidkali , Dist. Thane.

DIRECTORS RESPONSIBILITY STATEMENT :

the Annual Report. The requisite Certificate from the Auditors of the company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49, is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors'' Certificate for compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

CODE OF CONDUCT :

Pursuant to Clause 49 of the Listing Agreement, the declaration signed on the Code of Conduct by the Directors and senior management personnel for the year forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report has been separately furnished in the Annual Report and forms part of the Annual Report.

PUBLIC DEPOSITS :

During the year under review, your company has not accepted or renewed any fixed Deposit from the public.

UNPAID/UNCLAIMED DIVIDEND :

Pursuant to the provisions of Section 124 of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF). Shareholders of the Company who have not received or encashed their dividend warrants for the Financial years, as mentioned below, are requested to claim the unpaid / unclaimed dividend from the Company before its transfer to the above mentioned Fund:

Year Type of Dividend Date of declaration Dividend per Share (Rs) of Dividend

2006-2007 Final 1.10 28th Dec 2007

2007-2008 Final 1.10 30th Sept 2008

2008-2009 Final 1.10 30th Sept 2009

2009-2010 Final 1.10 29th Sept 2010

2010-2011 Final 1.40 30th Sept 2011

2011-2012 Final 1.70 28th Sept 2012 2012-2013 Final 1.50 27th Sept 2013

Year Due date of Transfer Amount in Rs. as on 31st March, 2014

2006-2007 27 Jan 2015 3,55,709.00

2007-2008 29th Oct 2015 3,75,852.00

2008-2009 29th Oct 2016 1,22,917.30

2009-2010 28th Oct 2017 1,26,477.50

2010-2011 29th Oct 2018 1,83,844.20

2011-2012 27th Oct 2019 2,10,767.70 2012-2013 26th Oct 2020 2,57,234.00

SECRETARIAL AUDIT

The secretarial Audit Report for the year ended March 31, 2014 issued by Mr. Haresh P Sanghvi, Practicing Company Secretary is provided separately in the annual report.

CONSOLIDATED FINANCIAL STATMENTS :

As required under ''Accounting Standard 21-Consolidated Financial Statements'' read with Accounting Standard 23 on Accounting for investments in associates, As-27 on financial reporting of interest in joint ventures, the Company is providing the audited consolidated financial statements in the Annual Report incorporating the results of the subsidiary companies.

INTERNAL AUDIT AND INTERNAL CONTROL

The Company has in place well-defined internal control mechanisms and comprehensive internal audit programmes with the activities of the entire organisation under its ambit. the internal audit programme is reviewed and approved by the Audit Committee at the beginning of each financial year and progress reports are placed before the Committee on a quarterly basis.

PARTICULARS OF THE EMPLOYEES :

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO LNEED TO TALK TO PREETAM DUSEJA)

The particulars relating to energy conservation, technology absorption. Foreign exchange earnings and outgo, as required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956 tread with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

Since the company caters to domestic market only, it has not undertaken any activities relating to export, initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

The transaction involving foreign exchanges during the year are as below:

Total expenditure in foreign Exchange:

Travelling Rs. : Nil (Nil in previous year)

Architecture fees Rs. : 31.86 Lakhs ( Rs.22.30 Lakhs in previous year)

HUMAN RESOURCE DEVELOPMENT:

Human resource is an invaluable asset of any Organization. Induction and refresher training schemes covering functional and behavioral areas were conducted during the year and employees at all levels were exposed to various training programmes which is an ongoing process.

APPRECIATION :

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

By Order of the Board of Directors for AJMERA REALTY & INFRA INDIA LTD

Sd/-

RAJNIKANT S. AJMERA CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai, Date : 12th August,2014

Registered Office: "Citi Mall", Link Road, Andheri (W), Mumbai - 400 053


Mar 31, 2013

To, The Members,

The have pleasure in presenting the TWENTY SIXTH ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31 st March, 2013.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs) Standalone Consolidated 2012-2013 2011-2012 2012-2013 2011-2012

Total Revenue 1309.22 1886.92 8878.56 21689 68

Total Expenditure 36.48 141.30 5862.97 16836.21

Earnings before interest, 1272.74 1745.62 3015.59 4853.47 depreciation and amortisation

Depreciations Amortisation 117.82 78.28 635.40 324 98

Finance Cost 393.55 154.62

Profit before Taxation 1154.92 1667.34 1986.64 4373.87 Tax Expense

-Current Tax 130.33 214.25 318.33 214.25

-Deferred Tax (Charge)/Credit 44.60

-MAT credit utilization/entitlement -

Profit after tax 1024.59 1453.09 1623.71 4159 62

Minority Interest 74.69 286.19

Share Profit /Loss of Associate -

Profit for the year 1024.59 1453.09 1549.02 3873.43

PERFORMANCE:

Consolidated Performance:

The total revenue stood at Rs.8878.56 Lacs as compared to Rs.21689.68 Lacs due to liquidation of stock of Ajmera Infiniti which was declared in 2011-2012.The Company earned a Net Profit after Tax of Rs. 1549.02 Lacs as compared to NPAT of Rs.3873.43 lacs in the previous year. The Company has its geographical presence in the State of Maharashtra, Gujarat and Karnataka.

Standalone Performance:

During the year under review, the Company has earned total revenue of Rs.1309.22 Lacs as compared to Rs.1886.92 Lacs.The Company earned a Net Profit after Tax of Rs. 1024.59 lacs as compared to NPAT of Rs1453.09 Lacs in the previous year.

OPERATIONS:

During the year under review the Company has commenced Ajmera Zeon project comprising of 5.32 Lacs Sq. ft of area at Wadala, Mumbai and has also declared the project named "Treon" at Wadala comprising approx 5.32 Lacs q. ft of area.

TRANSFER TO RESERVES:

An amount of Rs.51.23 Lacs is proposed to be transferred out of the current profits to General Reserve.

DIVIDEND:

Your Directors are pleased to recommend dividend at the rate of Rs.1.5 per equity share, i.e. 15% of the paid up equity share value for the year ended March 31, 2013 (Previous Year: Rs.1.7 per equity share, i.e. 17% of the paid up equity share value) subject to the approval by the Shareholders at the forthcoming Annual General Meeting.

Total amount of dividend payout will be Rs.532.27 Lacs. The Register of Members and Share Transfer Register shall remain closed during the period 21st September, 2013 to 27th September, 2013 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on 20th September, 2013, being the first day of Book-Closure and to those whose names appear as beneficial owner in the records of National Securities Depositories Ltd. and Central Depository Services (India) Ltd. on close of business as on 20th September, 2013.

SUBSIDIARY COMPANIES/JOINT VENTURES:

As on 31 st March, 2013, the Company has five Subsidiaries namely Jolly Brothers Private Limited, Ajmera Estate Karnataka Private Limited, Ajmera Mayfair Global Realty W.L.L, Ajmera Biofuel Limited and Ajmera Realty Ventures Private Limited.

In accordance with the general circular issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same at the registered office of respective subsidiary Companies. The same information is also made available on the website of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 is set out as Annexure-I to this report.

During the year under review the Company has acquired 100% stake in the Ajmera Realty Ventures Private Limited. The said subsidiary has acquired 50% stake in Sumedha Spacelinks LLP in partnership with Sheetal Infrastructure Private Limited which is in progress of setting up a project named Casa Vyoma, Ahmedabad and developing a residential zone in an upcoming area.

STATEMENT UNDER SECTION 212(1)(e) OF THE COMPANIES ACT.1956 FOR SUBSIDIARIES:

A statement pursuant to Section 212(1) (e) read with Sub- Section (3) of Section 212 of the Companies Act, 1956 for the Financial Year 2013 for the subsidiary companies is set out as Annexure -1 to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the Financial Year ended 31 March, 2013, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 end and of the Profit & Loss of the Company for the year ended under review;

III. the Directors 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 & detecting fraud and other irregularities; and

IV. the Directors had prepared the annual accounts of the Company for the financial year under review on a Going Concern basis.

DIRECTORS:

Mr. Ambalal C Patel, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Mr. Manoj I. Ajmera, Managing Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Brief resume of the Directors proposed to be appointed/ re-appointed, nature of his experience in specific functional areas, names of the companies in which he holds directorship and membership/chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

AUDITORS:

The Company''s Auditors, M/s. V Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors at its meeting held on 9th May,2013. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

COST AUDITOR

As per companies (Cost Accounting Records) Rules 2011, The Company filed the Cost Audit Report along with Cost Compliance Report for the financial year 2011-12 in XBRL format.

The Board of Directors, subject to the approval of the Central Government, reappointed Mr. D. R. Mathuria & Company, Cost Accountant, holding certificate of practice No. 5670 as a Cost Auditors for conducting the Cost Audit for financial year 2013-14. Subject to the compliance with all the requirements as stipulated in circular no. 15/2011 Dated 11th April 2011 and No. 36/2011 Dated 6th November 2012 issued by MCA, the audit committee of directors recommended his reappointment.

The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed under the Section 224 (1B) of the Companis Act, 1956.

AUDITORS'' REPORT:

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956,

LISTING:

The Company''s equity shares are presently listed with Bombay Stock Exchange Ltd (Code - 513349) and National Stock Exchange of India Limited (Code-AJMERA).

CORPORATE GOVERNANCE:

The Company has committed to maintain the highest standards of Corporate Governance as set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49, is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors'' Certificate for compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

CODE OF CONDUCT:

Pursuant to Clause 49 of the Listing Agreement, the declaration signed on the Code of Conduct by the Directors and senior management personnel for the year forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report has been separately furnished in the Annual Report and forms part of the Annual Report.

PUBLIC DEPOSITS:

During the year under review, your company has not accepted or renewed any fixed Deposit from the public.

UNCLAIMED DIVIDEND:

An amount of Rs. 10.33 Lacs is lying in the unpaid equity dividend account of the Company in respect of the dividend declared so far on 31 st March, 2013. Members who have not yet received /claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under Accounting Standard 21-Consolidated Financial Statements'' read with Accounting Standard 23 on Accounting for Investments in Associates, As-27 on financial reporting of interest in joint ventures, the Company is providing the audited consolidated financial statements in the Annual Report incorporating the results of the subsidiary companies.

PARTICULARS OF THE EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section

217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 217(1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only, it has not undertaken any activities relating to export, initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

The transaction involving foreign exchanges during the year are as below:

Total expenditure in foreign Exchange: Travelling Rs.: Nil (Rs. 1.04 Lacs in previous year) Architecture fees Rs. :22.30(Rs. 18.67 Lacs in previous year)

HUMAN RELATIONS:

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

ACKNOWLEDGMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from Financial Institutions/Term Lenders like HDFC Bank and ICICI Bank.

The Board of Directors wishes to thank the Central Government, State Government, RBI, SEBI, The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their co-operation in various spheres of your Company''s functions.

Your Directors thank all the shareholders of the Company, its clients and investors for their support during the year and look forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company in the market.

By order of the Board of Directors

For AJMERA REALTY & INFRA INDIA LTD

RajnikantS.Ajmera Chairman & Managing Director

Date:12th August,2013

Place: Mumbai


Mar 31, 2012

The Members,

We have pleasure in presenting the TWENTY FIFTH ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31 st March, 2012.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Standalone Consolidated

2011-2012 2010-2011 2011-2012 2010-2011

Total Revenue 1886.92 1809.46 21689.68 17204.45

Total Expenditure 219.58 501.14 17315.81 14455.83

Earnings before interest, Depreciation and 1745.62 1361.95 4853.47 4362.04

Amortisation

Depreciation & Amortisation 78.28 47.08 324.98 47.08

Finance Cost - 6.56 154.62 1566.34

Profit before Taxation 1667.34 1308.31 4373.87 2748.61

Tax Expense

-Current Tax 214.25 260.89 214.25 260.89

-Deferred Tax(charge) /credit -MAT credit utilization /entitlement

Profit aftertax 1453.09 1047.42 4159.62 2487.72

Minority Interest - - 286.19 144.06

Share Profit/Loss of Associate

Profit for the year 1453.09 1047.42 3873.43 2343.66

PERFORMANCE:

Consolidated Performance

During the year under review, the Company has sold approx 4 Lakhs sq. ft. of area valuing Rs.145 crores. The total revenue stood at Rs. 216 crores as compared to Rs.172 crores representing an increase of 21 % The Company earned a Net Profit after Tax of Rs. 38.73 crores as compared to NPAT of Rs.23.43 crores in the previous year representing increase of 65%. The Company has its geographical presence in the State of Maharashtra, Gujarat and Karnataka.

Standalone Performance:

During the year under review, the Company has earned total revenue of Rs.18.86 crores as compared to Rs.18.09 crores representing an increase of 4.2% . The Company earned a Net Profit after Tax of Rs.14.53 crores as compared to NPAT of Rs.10.47 crores in the previous year representing increase of 39%.

OPERATIONS:

During the year under review the Company has commenced Ajmera Zeon project comprising of 15 Lakhs sq.ft. of area in the city of Mumbai.

TRANSFER TO RESERVES:

An amount of Rs.108.98 Lakhs is proposed to be transferred out of the current profits to General Reserve

DIVIDEND:

Despite facing several odds such as challenging business environment, sluggish demand, lower industry volume and increased costs, having regard to the Companys policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders' aspirations, your Directors are pleased to recommend dividend at the rate of Re.1.7 per equity share, i.e. 17% of the paid up equity share value for the year ended March 31, 2012 (Previous Year: Rs.1.4per equity share, i.e.14 % of the paid up equity share value) subject to the approval by the Shareholders at the forthcoming Annual General Meeting.

Total amount of dividend payout will be Rs.603.77 Lakhs The Register of Members and Share Transfer Register shall remain closed during the period 22nd September, 2012 to 28th September, 2012 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on 21st September, 2012, being the first day of Book-Closure and to those whose names appear as beneficial owner in the records of National Securities Depositories Ltd. and Central Depository Services (India) Ltd. on close of business as on 21st September, 2012.

SUBSIDIARY COMPANIES/JOINT VENTURES:

As on 31st March, 2012,the Company has four Subsidiaries namely Jolly Brothers Private Limited, Ajmera Estate Karnataka Private Limited, Ajmera Mayfair Global Realty W.L.L and Ajmera Biofuel Limited.

In accordance with the general circular issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same at the registered office of respective subsidiary Companies. The same information is also made available on the website of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 is set out as Annexure-I to this report.

During the year under review the Company has acquired 100% stake in the Ajmera Biofuel Limited. The said subsidiary has acquired 49% stake in Comet Power Private Limited (CPPL) which has the one of the best performed Solar Power Plant. The CPPL has commenced operation for 5.75 MW solar power project at Rajasthan.The commercial production has commenced from November,2011 and has reached optimum production in the month of January,2012.The performance of the Project is comm endable in the Country and one of the best plant in generation so far.

The Company has invested in 90 % stake of Laudable Infrastructure LLP ("Laudable") subject to such approvals, consent, sanctions and permissions of the appropriate authorities.

The Laudable has entered into ai Partnership with "Ajmera Bora Associates", wherein Laudable holds 67% stake and rest 33% vests in Bora Group The said Partnership firm holds a land of approx 1,87,000 Sq. Ft. atPune.

The SaNa BuildPro LLP ("the LIP") is 74.90% owned by the Company to carry on some really extensive real estate projects through such collaborations.

Further the Company has associated with V.M.Procon Private Limited ("the JVC"),by acquiring 50% of Equity shares and the rest is held by Sheetal Infrastructure Private Limited. It has launched HI- END Residential project "Enigma-Fragrance of life" at Ahmadabad on28thMay,2011.

The JVC holds land of approx. 7661.00 sq.mts. The Project is situated Opposite Auda Sports Complex, S.G.Road, Ahmedabad ,a fast growing area in the City.

This project will have saleable area of 3.00 Lakhs sq.ft approx. comprising of multi storey premium Towers with modern lifestyle amenities like Club House, Swimming Pool.etc.

STATEMENT UNDER SECTION 212(1 )(e) OF THE COMPANIES ACT, 1956 FORSUBSIPJARIES

A statement pursuant to Section 212(1) (e) read with Sub-Section (3) of Section 212 of the Companies Act, 1956 for the Financial Year 31st March, 2012 for the subsidiary companies is set out as Annexure I to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the Financial Year ended 31 March, 2012, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 end and of the Profit & Loss of the Company for the year ended under review;

III. the Directors 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 & detecting fraud and other irregularities; and

IV. the Directors had prepared the annual accounts of the Company for the financial year under review on a Going Concern basis.

DIRECTORS:

Mr. J.J Doshi, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Mr. Jitendra Anandpara, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Mr. Manoj I Ajmera and Mr. Sanjay C. Ajmera, who were appointed as an Additional Director w.e.f April, 24,2012, shall vacate the office at the Ensuing General Meeting. A resolution for their appointment as Managing Director and Whole Time Director, respectively at the Ensuing General Meeting is incorporated in the Notice of Annual General Meeting.

Brief resume of the Directors proposed to be appointed/re- appointed, nature of his experience in specific functional areas, names of the companies in which he holds directorship and membership/chairmanship of Board Committees, shareholding and relationship between Directors inter-se, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

AUDITORS.

The Company's Auditors, M/s. V. Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors at its meeting held on 30th July,2012. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITOR SiREPQRT.:

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

LISTING.:

The Company's equity shares are presently listed with The Bombay Stock Exchange Ltd (Code - 513349) and The National Stock Exchange of India Limited (Code - AJMERA). CORPORATE. GOVERNANCE.:

The Company has committed to maintain the highest standards of Corporate Governance as set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49, is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors' Certificate for compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

CODE OF CONDUCT:

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Code of Conduct by the Directors and senior management personnel for the year which forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report has been separately furnished in the Annual Report.

PUBLIC DEPOSITS:

During the year under review, your company has not accepted or renewed any fixed Deposit from the public.

UNCLAIMED DIVIDEND.:

An amount of Rs. 9.09 Lakhs is lying in the unpaid equity dividend account of the Company in respect of the dividend for the Financial Year 2011. Members who have not yet received /claimed their dividend entitlements are requested to contact the Company or the registrar and transfer agent of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under 'Accounting Standard 21-Consolidated Financial Statements' read with Accounting Standard 23 on Accounting for Investments in Associates, AS-27 on financial reporting of interest in joint ventures, the Company is providing the audited consolidated

Financial Statements in the Annual Report incorporating the results of the subsidiary companies.

PARTICULARS OFTHE EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only, it has not undertaken any activities relating to export, initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

The transaction involving foreign exchanges during the year are as below:

Total expenditure in foreign Exchange:

Travelling Rs.1.04 Lakhs, Architecture fees Rs.18.67 Lakhs (Rs10.76 Lakhs as in Previous year)

HUMAN RELATIONS:

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

ACKNOWLEDGEMENT:

The Board of Directors wishes to thank the Central Government, State Governments, RBI, SEBI, The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their co-operation in various spheres of your Company's functions. The Board of Directors expresses its gratitude for the co-operation extended by the Financial Institutions / Term Lenders like Dena Bank, HDFC Bank, Kotak Bank and Axis Bank for their support.

Your Directors thank all the shareholders of the'Company, its clients and investors for their support during the year and look forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company in the market.

By order of the Board of Directors For AJMERA REALTY & INFRA INDIA LTD.

Rajnikant S.Ajmera Chairman & Managing Director

Date : 30th July, 2012 Place: Mumbai


Mar 31, 2011

The Members,

We have pleasure in presenting the TWENTY FOURTH ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31 st March, 2011.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

2010-11 2009-10

Turnover Gross 1740.36 2357.25

Profit before interest, Depreciation &Taxation 1358.22 1488.75

Less: Interest 2.10 98.71

Profit before Depreciations Taxation 1356.12 1390.04

Less: Depreciation 47.08 21.54

Profit before Taxation 1309.04 1368.50

Provision for Taxation 261.62 232.64

Profit after Tax 1047.42 1135.86

Less: Adjustment in respect of Previous Year

Net Profit Available for Appropriations 1047.42 1135.86

Appropriations

Proposed Dividend (Including Tax) 579.30 456.65

Transfer to General Reserve 57.61 45.46

Balance carried to Balance Sheet 17946.63 17536.12

OPERATIONS

During the year under review, the Company has achieved Sales Turnover of Rs.1740.36 Lakh with Net Profit of Rs. 1047.42 Lakh.

The historic land acquisition cost, ready project, world-class construction and deliverance on time has helped company to become one of the leading player in the industry.

The Company's operations are as follows:

"Aeon"

The only destination with advanced intercity connection. For those in a habit of wanting the best out of life, AEON is a lifestyle innovation that fulfils the greater needs of luxury class citizens. Ajmera Aeon, a 49 storey tower planning 2/3/4 BHK homes, and top of the line modern amenities, promises to lift your lifestyle to a whole new level, destined to get the Green Building Certification. Aeon is planned by Singapore-based architects Space Matrix, and will offer the latest in technology, clean renewable energy, myriad comforts, and single access control to multiple facilities that will propel you into the New Age with slick splendor.Till date, the company has completed 4th level of podium parking, and the execution of rest work is going as per the project plans. We have achieved a very progressive response and aspire to receive the same.

"Ajmera Summit"

Ultra Tech Property Developers Private Limited, one of our associate Company has announced its latest project at Kalina at Santacruz- East (BKC) - the sophisticated business hub of Mumbai named as "Ajmera Summit". Owing to its timeless style of creation and strategic location, Ajmera Summit provides a perfect launching pad for all businesses giving each the opportunity to thrive in an invigorating global ambience. Ajmera Summit is a universal platform where both business and prosperity will move hand in hand.The project has been completed till the 4th Level of the plan .giving a ray to a effacacious movement of work.

"Enigma-Fragrance of Life"

The Company has entered into Joint Venture with Sheetal Infrastructure Private Limited The Joint Venture Company named "VM.Procon Private Limited" (JVC) has launched HI-END Residential project "Enigma-Fragrance of life" at Ahmedabad The JVC holds land of approx. 7661.00 sq.mts. The Project is situated Opposite Auda Sports Complex, S.G.Road, Ahmedabad ,a fast growing area in the City.

This project will have saleable area of 3.00 Lakhs sq. ft approx. comprising of multi storey premium towers with modern lifestyle amenities like Club House, Swimming Pool, etc. We have gained a very affirmative response from the potential customers, which has in return accelerated the growth of the project smoothly.

RESERVES

An amount of Rs.57.61 Lakhs is proposed to be transferred out of the current profits to General Reserve

DIVIDEND

Your Directors are pleased to recommend a dividend of 14% (Rs.1.4 per equity share of Rs.10 each), subject to the approval by the Shareholders at the forthcoming Annual General Meeting. The total amount of dividend payout will be Rs.4.97 crores. The Register of Members and Share Transfer Register shall remain closed during the period 24th September,2011 to 30th September.2011 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on 24th September.2011, being the first day of Book-Closure and to those whose names appear as beneficial owner in the records of National Securities Depositories Ltd. and Central Depository Services (India) Ltd. on close of business as on 23rd September,2011 .

The Dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders1 aspirations.

SUBSIDIARIES

In accordance with the general circular issued by Ministry of Corporate Affairs, Government of India ,the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same at the registered office of respective subsidiary Companies. A statement pursuant to Section 212 of the Companies Act. 1956 is set out as Annexure-I to this report.

DIRECTORS

Shri Ambaiai C. Patei, Director retires by rotation at toe ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Brief resume of the Directors proposed to be re-appointed, nature of his experience in specific functional areas, names of the companies in which he holds directorship and membership/chairmanship of Board Committees, shareholding and relationship between Directors inter-se, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the Financial Year ended 31 March, 2011, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 end and of the Profit & Loss of the Company for the year ended under review;

III. the Directors 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 & detecting fraud and other irregularities; and

IV. the Directors had prepared the annual accounts of the Company for the financial year under review on a going concern basis.

LISTING

The Company's equity shares are presently listed with Bombay Stock Exchange Ltd (Code - 513349) and National Stock Exchange of India Limited (Code-AJMERA).

CORPORATE GOVERNANCE

The Company has committed to maintain the highest standards of Corporate Governance as set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49. is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors' Certificate for compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report..

CONSOLIDATED FINANCIAL STATEMENTS

As required under 'Accounting Standard 21-Consolidated Financial Statements' read with Accounting Standard 23 on Accounting for Investments in Associates, AS-27 on financial reporting of interest in joint ventures, the Company is providing the audited consolidated financial statements in the Annual Report incorporating the results of the subsidiary companies.

AUDITORS

The Company's Auditors, M/s. V. Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors ot the Company, to the Board of Directors. Your Directors have accepted the recommendation and recommend to the shareholders the re- appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORS' REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act,1956.

PARTICULARS OF THE EMPLOYEES

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only ,it has not undertaken any activities relating to export,initiatives to increase exports, developmemt of new export markets for products and services or formulated any export plans.

The transaction involving foreign exchanges during the year are as below:

Total expenditure in foreign Exchange.

Travelling Rs.26.28 Lakhs

Architecture fees Rs.31.22 Lakhs (Rs.353.19 Lakhs as in Previous year)

HUMAN RELATIONS

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

FIXED DEPOSITS

During the year under review, your company has not accepted or renewed any fixed Deposit from the public.

ACKNOWLEDGEMENT

The Board of Directors wishes to thank the Central Government, State Governments, RBI, SEBI, The Ministry of Corporate Affairs, The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their co-operation in various spheres of your Company's functions. The Board of Directors expresses its gratitude for the co-operation extended by the Financial Institutions / Term Lenders like Dena Bank, HDFC Bank and KotakBankfor their support.

Your Directors thank all the shareholders of the Company, its clients and investors for their support during the year and look forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at ali levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company in the market.

By order of the Board of Directors

For AJMERA REALTY & INFRA INDIA LTD

Ishwarlal S.Ajmera Rajnikant S.Ajmera

Whole Time Director Managing Director

Date: 10th June, 2011

Place: Mumbai








Mar 31, 2010

The Board of Directors have pleasure in presenting the TWENTY THIRD ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31st March, 2010.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

2009-10 2008-09

Turnover Gross 2357.25 5105.38

Profit before Interest, Depreciation & Taxation 1488.75 2662.15

Less: Interest 98.71 590.72

Profit before Depreciation & Taxation 1390.04 2071.43

Less: Depreciation 21.54 16.74

Profit before Taxation 1368.50 2054.69

Provision for Taxation 232.64 236.19

Profit after Tax 1135.86 1818.50

Less: Adjustment in respect of Previous Year

Net Profit 1135.86 1818.50

Add: Balance in P&L Account B/F 16902.37 15083.87

Balance carried to Balance Sheet 18038.23 16902.37

OPERATIONS

During the year under review, the Company has achieved Sales Turnover of Rs.2357.25 Lakh with Net Profit of Rs. 1135.86 Lakh.

The historic land acquisition cost, ready project, world-class construction and deliverance on time has helped company to become one of the leading player in the industry.

The Company has acquired 36% stake in Ultra Tech Property Developers Private Limited which is holding land Kalina, Santacruz, adjacent to BKC and is having potential of development of approx 40,000 Sq. Ft. Civil work has already been commenced.

DIVIDEND

Your Directors are pleased to recommend a dividend of 11 % (Rs.1.10 per equity share of Rs.10 each), subject to the approval by the Shareholders at the forthcoming Annual General Meeting. The total amount of dividend payout will be Rs.3.90 crore, 34.51 % of profit for the year against a payout of Rs.3.90 crore, 21.45% of profit in the previous year. The Register of Members and Share Transfer Register shall remain closed during the period 23rd September, 2010 to 29th September, 2010 (both days inclusive) for the purpose of Annual General Meeting and for payment of dividend. The dividend, if approved at the Annual General Meeting, will be payable to members whose names appear on the Register of Members of the Company on close of business as on 22nd September, 2010.

SUBSIDIARIES

As on 31 st March, 2010 Company had three subsidiaries viz. Jolly Brothers Pvt. Limited, Ajmera Estate (Karnataka) Private Limited and Ajmera Mayfair Global Realty W.L.L. A statement pursuant to Section 212 of the Companies Act, 1956 is set out as Annexure-1 to this report.

DIRECTORS

In the financial year 2009 -10, Industrial Development Bank of India Limited has withdrawn its nominee Mr. Ashok U Katra from the Board of the Company w.e.f. 1 st July, 2009.

The Board of Directors have appointed Shri Jitendra Anandpara as an additional director of the Company at their meeting held on January 18,2010.

Shri Jagdish J Doshi, Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Brief resume of the Directors proposed to be re-appointed, nature of their experience in specific functional areas, names of the companies in which they hold directorship and membership/chairmanship of Board Committees, shareholding and relationship between Directors inter-se, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

GROUP

Persons constituting group coming within the definition of "group" for the purpose of Regulation 3(1)(e)(l) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 are set out as Annexure-2 of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the Financial Year ended 31 March 2010, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 & Loss of the Company for the year ended under review;

III. the Directors 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 & detecting fraud and other irregularities; and

IV. the Directors had prepared the annual accounts of the Company for the financial year under review on a going concern basis.

LISTING

The Companys equity shares are presently listed with Bombay Stock Exchange Ltd (Code - 513349) and National Stock Exchange of India Limited (Code-AJMERA).

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors Certificate regarding compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Accounting Standard 21-Consolidated Financial Statements read with Accounting Standard 23 on Accounting for Investments in Associates, the Company is providing the audited consolidated financial statements in the Annual Report incorporating the results of the subsidiary companies.

AUDITORS

The Companys Auditors, M/s. V. Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORS REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self- explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption are not applicable to the Company. The transaction involving foreign exchanges during the year are given as Annexure-3 of this report.

HUMAN RELATIONS

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

FIXED DEPOSITS

During the year under review, your company has not accepted or renewed any fixed deposit from the public.

ACKNOWLEDGMENT

The Board of Directors wishes to thank the Central Government, State Governments, RBI, SEBI, The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their co-operation in various spheres of your Companys functions. The Board of Directors expresses its gratitude for the co-operation extended by the Financial Institutions / Term Lenders like Dena Bank, HDFC Bank, Kotak Bank and Axis Bank for their support.

Your Directors thank all the shareholders of the Company, its clients and investors for their support during the year and Jook forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company..

By order of the Board of Directors

For AJMERA REALTY & INFRA INDIA LTD



Date: 30th July, 2010 C S AJMERA

Place: Mumbai Chairman & Managing Director



 
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