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 33Â 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