Home  »  Company  »  Alchemist Realty  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Alchemist Realty Ltd.

Mar 31, 2015

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










Mar 31, 2014

Dear Members,

The Directors are pleased to present the 30m Annual Report on the business and operations of the Company along with the Annual Accounts and the Auditors'' Report thereon for the financial year ended 31st March, 2014. The financial highlights for the year under review are given below:

RSin Lacs Particulars 2013-2014 2012-2013

Net Sales/lncome from operations 17535.80 13817.45

Other Income 253.89 4.20

Gross Profit (PBDT) 269.92 238.71

Depreciation 22.97 27.10

Provision for Taxation 86.16 78.29

Deferred Tax Asset 0.79 0.35

Net Profit (PAT) 161.58 133.67

Add: Balance brought forward from Previous Year 258.70 238.47

Profit available for appropriation 420.28 372.14

Proposed Dividend 74.10 74.10

Tax on Dividend 12.02 12.59

OPERATIONS

During the year under review, Your Company has achieved a turnover of Rs17535.80 Lacs (Previous year Rs. 13817.45 Lacs) from the real estate business and earned net profit of Rs. 161.58 Lacs (Previous year Rs. 133.67 Lacs).

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

Your Directors recommended a final Dividend of 5 % (i.e. Rs. 0.10 per share) for the Financial Year 2013-14. The Dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on September 26, 2014 within the period as prescribed under the Companies Act, 2013.

FIXED DEPOSITS

Your Company has not accepted any Deposits from the public during the year 2013-14.

DIRECTORS

Mr. R.P. Chhabra, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, has expressed his willingness to be re-appointed as Director at the ensuing Annual General Meeting. He has been on the board of the company since 26.04.2006 and has made significant contribution in the growth and progress of the company to its present level. Your Board also recommends his re-appointment as Director.

In accordance with the requirement of Clause 49 of the listing agreement, brief resume of Mr. R.P. Chhabra giving detail of his expertise areas, directorship and membership of various committees are given in the Report on Corporate Governance that forms part of this Annual Report.

Mr. Pavan Kumar Verma, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, has expressed his willingness to be re-appointed as Director at the ensuing Annual General Meeting. He has been on the board of the company from 30.05.2013 and has made significant contribution in the growth and progress of the company to its present level. Your Board also recommends his re-appointment as Director.

In accordance with the requirement of Clause 49 of the listing agreement, brief resume of Mr. Pavan Kumar Verma giving detail of his expertise areas and directorship given in the Report on Corporate Governance that forms part of this Annual Report.

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 29!h May, 2014 recommended appointment of Mr. Asoke Kumar Chatterjee and Mr. Tarlochan Singh as Independent Director of the Company, not liable to retire by rotation for a period of five years from the date of its 30"'' Annual General Meeting subject to approval of the members of the Company. These Directors have given the Declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

The Board recommends the resolutions for your approval for the above appointments.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The MCA vide its General circular no. 08/2014 dated April 4, 2014, clarified that the financial statements (and documents required to be attached thereto), auditors report and Board report in respect of financial years that commenced earlier than April 1,2014 shall be governed by the relevant provisions / Schedules/ rules of the 1956 Act. In view of this, the following information has been provided as perthe provisions of the 1956 Act.

Pursuant to the provisions of section 217 (2AA) of the Companies Act 1956, your Directors confirm that:-

1. That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the Directors had 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, 2014 and of the profit or loss of the Company for the period ended 31s1 March, 2014.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

1 n

4. That the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s K. Singh & Associates, Chartered Accountants, Statutory Auditors retire at the conclusion of 30,h Annual General Meeting and being eligible have offered themselves for reappointment to hold office from the conclusion of the 30* Annual General Meeting until the conclusion of the 33™ Annual General Meeting.

The Company has received a certificate under second & third proviso to Section 139 of the Companies Act, 2013 from M/s K. Singh & Associates, Chartered Accountants, StatutoryAuditorstothe effect that their reappointment, if made, would be within the limits prescribed under Section 141 (3) (g) of the Companies Act, 2013 and they are not disqualified under Sec 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014, to be reappointed as Statutory Auditors.

The Audit Committee of the Board of Directors and the Board recommends their reappointment by members.The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31st March, 2014, which is self-explanatory and needs no comments.

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.

SUBSIDIARY COMPANIES

As on 31st March 2014, the Company has one wholly owned subsidiary i.e. Alchemist Hill Resorts Private Limited and one 99% owned Subsidiary i.e. Century 21 Properties India Private Limited.

A Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary Companies is attached to the Directors'' Report. Further as per accounting standard (AS-21) on consolidated financial statements read with accounting standard (AS-23) on accounting for investment in associates, the consolidated financial statements based on the financial statements received from subsidiary companies as approved by their Board of Directors are attached and forms part of the Annual Financial Statements.

In accordance with General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Financial Statements of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

Astatement containing necessary information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms part of this report.

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 Exchange.

A 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 the conditions of Corporate Governance as stipulated underthe aforesaid Clause 49 is attached to this Report.

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.

PARTICULARS OF EMPLOYEES

A statement giving necessary Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002 as amended to date and forming part of the Directors'' Report forthe year ended 31''''March, 2014, is given as an Annexure to this Report.

INITIATIVES IN VIEW OF COMPANIES ACT, 2013

As Companies Act, 2013 and Rules made there under, are in force since April 1st, 2014, hence your Company has taken various initiatives to comply with the new legislation i.e.

1. Formation of Nomination & Remuneration Committee by dissolving existing Remuneration Committee w.e.f. May 29th, 2014.

2. Formation of Stakeholders Relationship Committee by dissolving existing Investors Grievances Committee w.e.f. May 29th, 2014.

3. Formation of Vigil Mechanism Policy in terms of Section 177 (9) of the Companies Act, 2013.

4. As your Board already has Ms. Kaajal Aijaz as Managing Director so the requirement of Section 149(1) which contemplates for appointment of a Women as director on Board is already complied with.

5. Composition of your Board is as per the requirements of Section 149 of the Companies Act, 2013 with sufficient number of Independent Directors.

6. Also reconstitution of Audit Committee is in the process as perthe requirements of Section 177 of the Companies Act, 2013.

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 Sd/- Dated: 13.08.2014 (Kaajal Aijaz) Place: New Delhi Managing Director


Mar 31, 2013

To Dear Shareholders,

The are pleased to present the 29th Annual Report on the business and operations of the Company along with the Annual Accounts and the Auditors'' Report thereon for the financial year ended 31st March, 2013. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS

Rs.in Lacs

2012-2013 2011-2012

Net Sales/Income from operations 13817.45 13771.73

Other Income 4.20 2.90

Gross Profit (PBDT) 238.71 240.28

Depreciation 27.10 19.40

Provision for Taxation 77.94 80.73

Deferred Tax Asset 0.42

Net Profit (PAT) 133.67 140.15

Add: Balance brought forward from Previous Year 238.47 212.49

Profit available for appropriation 372.14 352.64

Proposed Dividend 74.10 74.10 Tax on Dividend 12.59 12.02

OPERATIONS

During the year under review, Your Company has achieved a turnover of Rs. 13817.45 Lacs (previous year Rs. 13771.73 Lacs) from the real estate business and earned net profit of Rs. 133.67 Lacs (Previous year Rs. 140.15 Lacs).

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

We are pleased to recommend a final Dividend of 5 % (i.e. Rs. 0.10 per share) for the Financial Year 2012-13. The Dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on 23rd September, 2013 within the period as prescribed under the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted Deposits from the public during the year under report as per the provisions of the Companies Act 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Mr. Asoke Kumar Chatterjee, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible expressed his willingness to be reappointed as Director at the Annual General Meeting. At present the Company has Five Directors on the Board, out of which one is Managing Director who is not liable to retire by rotation. Hence, out of four remaining 1/3rd are liable to retire by rotation. Accordingly Mr. Asoke Kumar Chatterjee is liable to retire by rotation and being eligible offers himself for reappointment as Director. Your Board also recommends his reappointment at the ensuing Annual General Meeting.

In accordance with the requirement of Clause 49 of the listing agreement, brief resume of Mr. Asoke Kumar Chatterejee giving detail of their expertise areas, directorship and membership of various committees are given by way of notes to the notice of Annual General Meeting.

Mr. P.K. Verma was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956 effective from 30.05.2013 and he holds this office up to the date of this Annual General Meeting. The Company has received notice from member along with requisite deposit in terms of Section 257 of the Companies Act, 1956, proposing to appoint him as Director of the Company. Board recommends his appointment at the ensuing Annual General Meeting.

During the FY 2012-13, Dr. Kanwar Deep Singh relinquished the charge of Chairman & Managing Director of the company. Dr. Kanwar Deep Singh expressed that due to his desire to contribute actively to the service of the nation and the society, he needed more time and as such expressed his desire to exit from the present position of the Chairman and Managing Director of the Company. On the occasion, while Dr. Kanwar Deep Singh, the Chairman and Managing Director, was bidding adieu to Alchemist Group, one of the upcoming and most diversified group, Sh. R.P. Chhabra, the Director offered to place on record the appreciation for the outgoing Dr. Kanwar Deep Singh and also requested him to continue to be the Chairman Emeritus for the group. He said "Alchemist is a company which has been built by its founders, led by the visionary leader Dr. Kanwar Deep singh, who as its Chairman & Managing Director and a Mentor, provided Alchemist its thought leadership over the years, thus transforming the group into an innovation-led Group, with a core of outstanding professionals that has always set the highest standards and has built a unique culture. I feel greatly honoured to request worthy Dr. Kanwar Deep Singh to continue to be the Chairman Emeritus of Alchemist Realty Limited and continue guiding the Board of Directors."

Speaking on the occasion Dr. Kanwar Deep Singh graciously acceded to the request of the Board and said that he would continue to be the Chairman Emeritus of the company which means he shall not have executive powers in the company. He will not be attending board meetings but shall guide board members personally whenever necessary.

Ms. Kaajal Aijaz was appointed as a Managing Director in accordance with the provisions of Section 269 read with section 198/ 309 of the Companies Act, 1956 and Rules made there under and was designated as Executive Director.

Sh. R.P. Chhabra, an Independent Director has been nominated as Chairman (Non Executive) of the Board to preside over the meetings of the Board of Directors and meeting of the shareholders of the Company.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to the provisions of section 217 (2AA) of the Companies Act 1956, your Directors confirm that:- 1. That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the Directors had 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, 2013 and of the profit or loss of the Company for the period ended 31st March, 2013.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. That the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s K. Singh & Associates, Chartered Accountants, Statutory Auditors retire at the conclusion of 29th Annual General Meeting and being eligible have offered themselves for reappointment to hold office from the conclusion of the 29th Annual General Meeting until the conclusion of the next Annual General Meeting.

The Company has received a certificate from M/s K. Singh & Associates, Chartered Accountants, Statutory Auditors to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and they are not disqualified to be reappointed as Statutory Auditors.

The Audit Committee of the Board of Directors and the Board recommends their reappointment by members.

The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31st March, 2013, which is self-explanatory and needs no comments.

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 2013-14 has already been paid.

SUBSIDIARY COMPANY

As on 31st March 2013, the Company has a wholly owned subsidiary namely Alchemist Hill Resorts Private Limited.

In accordance with General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Accounts and other documents of subsidiary company is not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Your Company is in the real estate business and it does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable. The Company is making all possible efforts to conserve the energy by adopting best practices.

The company has not imported any technology during the year.

There is no foreign exchange earnings and expenditure during the year under report.

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.

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.

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.

PARTICULARS OF EMPLOYEES

A statement giving necessary Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules , 2002 as amended to date and forming part of the Directors'' Report for the year ended 31st March, 2013, is given as an Annexure to this Report.

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

Sd/-

Dated: 14.08.2013 (Kaajal Aijaz)

Place: New Delhi Managing Director


Mar 31, 2012

The are pleased to present the 28th Annual Report on the business and operations of the Company alongwith the Annual Accounts and the Auditor's Report thereon for the Financial Year ended March 31, 2012. The financial highlights for the year under review are given below:

Financial Highlights Rs.in lacs

2011-2012 2010-2011

Net Sales/Income from operations 13771.73 12090.75

Other Income 2.90 1.69

Gross Profit (PBDT) 240.28 295.67

Depreciation 19.40 18.19

Provision for Taxation 80.73 96.75

Deferred Tax Asset 0.42 1.55

Net Profit (PAT) 140.15 180.73

Add: Balance brought forward from Previous Year 212.49 136.80

Profit available for appropriation 352.64 317.53

Proposed Dividend 74.10 74.10

Tax on Dividend 12.02 12.02

Operations

During the year under review, Your Company has achieved a turnover of X 13771.73 Lacs (previous year Rs.12090.75 Lacs) from the real estate business and earned net profit of Rs. 140.15 Lacs (Previous year Rs. 180.73 Lacs).

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

Your Directors recommend a dividend of t 0.10. per equity share of 7 2/-each (5%) for the year 2011-2012 on the equity share capital.

Fixed Deposits

Your Company has not accepted Deposits from the public during the year under report as per the provisions of the Companies Act 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

Directors

Mr. Tarlochan Singh was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act 1956 effective from 30.09.2011 and he holds office of the Director up to the date of this Annual General Meeting. The Company has received notice from member under Section 257 of the Companies Act, 1956, expressing his intention of proposing his appointment as Director of the Company along with the requisite deposit.

Mr. Asoke Kumar Chatterjee was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act 1956 effective from 03.04.2012 and he holds office of the Director up to the date of this Annual General Meeting. The Company has received notice from member under Section 257 of the Companies Act, 1956, expressing his intention of proposing his appointment as Director of the Company along with the requisite deposit.

Mr. Karan Deep Singh was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act 1956 effective from 30.08.2012 and he holds office of the Director up to the date of this Annual General Meeting. The Company has received notice from member under Section 257 of the Companies Act, 1956, expressing his intention of proposing his appointment as Director of the Company along with the requisite deposit.

Ms. Kaajal Aijaz was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act 1956 effective from 30.08.2012 and she holds office of the Director up to the date of this Annual General Meeting. The Company has received notice from member under Section 257 of the Companies Act, 1956, expressing her intention of proposing her appointment as Director of the Company along with the requisite deposit. She is also proposed to be appointed as the Managing Director of the Company.

Mr. R.P. Chhabra, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your Board also recommends his re - appointment to the Annual General Meeting.

Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956

Pursuant to the provisions of section 217 (2AA) of the Companies Act 1956, your Directors confirm that:-

1. That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the Directors had 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 31 st March, 2012 and of the profit or loss of the Company for the period ended 31 st March, 2012.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. That the Directors had prepared the Annual Accounts on a going concern basis.

Auditors and Auditors Report

M/s K. Singh & Associates, Chartered Accountants, the Statutory Auditors of the Company hold office till the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your directors recommend their reappointment.

The Statutory Auditors of the Company have submitted Auditors Report on the accounts of the Company for the financial year ended 31 st March, 2012, which is self explanatory and needs no comments.

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 2012-13 has already been paid.

Subsidiary Company

As on 31 st March 2012, the Company has a wholly owned subsidiary namely Alchemist Hill Resorts Private Limited w.e.f. 11th August, 2011 no work has been done in this company so far therefore its accounts has not been consolidated. Pursuant to general circular no. 2 of 2011 read with resolution passed in the meeting of Board of Directors held on 30.08.2012, Balance Sheet of the Subsidiary Company not attached.

Management discussions and Analysis Report

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

Corporate Governance

As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance along with a certificate from the Auditors regarding its compliance is annexed and forms part of the Annual Report.

Particulars of Employees

A statement giving necessary information required under Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as an Annexure to this Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and outgo

Your Company is in the real estate business and it does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable. The Company is making all possible efforts to conserve the energy by adopting best practices.

The company has not imported any technology during the year.

There is no foreign exchange earnings and expenditure during the year under report.

Acknowledgement

Your Directors would like to express their appreciation for the assistance and co operation received from financial institutions, banks, Government as well as Non-Government agencies customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by executives, staff of the Company.

By Order of the Board For ALCHEMIST REALTY LIMITED

Sd/- Place: New Delhi (KAAJAL AIJAZ) Dated: 30.08.2012 CHAIRPERSON

 
Subscribe now to get personal finance updates in your inbox!