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Directors Report of Zandu Realty Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 97th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2016.

The performance of the Company for the year ended on 31st March, 2016 is summarized below :

(Rs. in Lakhs)

Particulars

2015-16

2014-15

Revenue from Operations

866.79

8,691.06

Other Income*

1,454.03

8,675.69

Total Income

2,320.82

17,366.75

Total Expenses

1,438.59

9,209.07

Profit Before Taxation

882.23

8,157.68

Tax Expense

- Current Tax

172.20

1,723.00

- Earlier Year Income Tax (Net)

5.12

7.20

Profit after Taxation

704.91

6,427.48

Transfer to General Reserve

-

-

Profit /(Loss)Brought Forward from Previous Year

5102.80

(1,324.67)

Net Surplus/(Deficit) in the Statement of Profit & Loss

5,807.71

5,102.81

* Includes Rs.736.91 Lakhs (Previous Year - Rs.8057.57 Lakhs) being proportionate transfer from Revaluation Reserve

DIVIDEND

In order to conserve existing resources of the Company, your Directors do not recommend any dividend for the financial year ended 31st March 2016.

STATE OF COMPANY AFFAIRS

In respect of Company''s Project, "Zandu Sigma Estate" at Dadar, Mumbai, the construction of Building 1B is nearing completion and by that, the construction of our Project will be concluded.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments, 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 this report.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE

Your Company does not have any subsidiary, associate or joint venture.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantee and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Audited Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with Related Parties entered during the financial year by the Company were on an arms'' length basis and in ordinary course of business. There were no material related party transactions, i.e., transactions exceeding ten percent of the annual turnover as per the last audited financial statements, entered into during the year. Accordingly, the disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to your Company.

A policy on ''Materiality of and dealing with Related Party Transactions'' have being devised by the Board of Directors and the same may be referred to, at the Company''s website at the weblink www.emamirealty.com/policy_zandu.php

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS & AUDITOR''S REPORT

M/s. S. K. Agrawal & Co., Chartered Accountants (Firm Registration No. 306033E), Statutory Auditors of the Company were appointed by the members at the last Annual General Meeting to hold office for a period of 5 years subject to ratification by members annually. Accordingly, the appointment of M/s. S. K. Agrawal & Co., Chartered Accountants, as Statutory Auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors'' Report to the shareholders for the year under review does not contain any qualification.

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 Board has appointed M/S MKB & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year ended 31st March 2016. The Secretarial Audit Report for the financial year ended 31st March 2016 is annexed herewith as Annexure-1. The said Report does not contain any qualification.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS :

a. Appointment of Independent Director

Mrs. Karabi Sengupta (DIN: 02534951), was appointed as an Additional Director of the Company with effect from 31st March, 2015 and the members, at the Annual General Meeting of the Company held on 9th September, 2015, approved her appointment as the Independent Director for a term of 5 years w.e.f. the date of appointment.

b. Statement on declaration given by Independent Directors under sub- Section (6) of Section 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

c. Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company''s operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Company''s website under the weblink: www.emamirealty.com/ policy_zandu.php

II. NON- INDEPENDENT DIRECTORS:

As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Sandeep Jhunjhunwala (DIN:06433099) retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Directors recommend his re-appointment.

III. KEY MANAGERIAL PERSONNEL

a. Mr. Sandeep Jhunjhunwala, Director & Manager of the Company has been appointed as the Chief Financial Officer, designated as "Manager & CFO" w.e.f. 25th May, 2015 which was approved by the Shareholders at the Annual General Meeting of the Company held on 9th September, 2015.

b. Mrs. Swetha Mukherjee has been appointed as Company Secretary and Compliance Officer of the Company with effect from 10th October, 2015.

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2016, five Board Meetings were held, 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.

MEETINGS OF INDEPENDENT DIRECTORS

As required under Regulation 25(3) of the Listing Regulations read with the Code for Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors was held on 11th February, 2016 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The Statement of particulars as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure-2 to this Report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, all companies having net worth of Rs.500 Crores or more, or turnover of Rs.1,000 Crores or more, or a net profit of Rs.5 Crores or more during any of the three preceding financial years are required to constitute a Corporate Social Responsibility ("CSR") Committee of the Board comprising of three or more directors, at least one of whom shall be an Independent Director and such company shall spend at least 2% of the average net profit of the Company''s three immediately preceding financial years in pursuance of its CSR Policy. Accordingly, in compliance with above, your Company has a CSR Committee.

The Annual Report on CSR as required under the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed as Annexure-3 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards, have been followed and there are no material departures from the same;

(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 as at the end of the financial year and of the profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

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

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis for the financial year ended 31st March, 2016 is presented in separate sections, forming part of the Annual Report.

CEO/CFO CERTIFICATION

As required by Regulation 17(8) of the Listing Regulations, the CEO/CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with its size, requirement and the nature of operations. The Company''s system of internal control has been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate financial controls commensurate with its size, scale and complexity of its operations. The Company has policies and procedures in place to properly and efficiently conduct its business, safeguard its assets, detect fraud and errors, maintain accuracy and completeness of accounting records and prepare financial records in a timely and reliable manner.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee evaluated the performance of all the Directors on parameters such as level of engagement, independence of judgment, contribution to the strategic planning process, safeguarding the interest of the stakeholders, etc. and in context of the role played by them as a member of the Board at its meetings, in assisting the Board in realizing its role of strategic supervision of the functioning of the Company.

The Independent Directors at their meeting held without the presence of Non-Independent Directors and members of the management, evaluated the performance of the Non-Independent Directors, including the Chairman and the Board as a whole.

The Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the Independent Directors, carried out an evaluation of its own performance and that of its Committees and individual Directors. Structured questionnaires covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, designed on the basis of the Company''s Board Evaluation Policy and framework adopted by the Board were used for the purpose of carrying out the evaluation process.

The Directors expressed their satisfaction over the evaluation process and results thereof.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders'' Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

REMUNERATION POLICY

The Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of Companies Act, 2013, is appended as Annexure-4 to this Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company''s website under the weblink: www. emamirealty.com/policy_zandu.

RISK MANAGEMENT

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return for the financial year ended 31st March, 2016 in Form MGT-9 is annexed hereto as Annexure-5 and forms a part of this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy against Sexual Harassment for its employees. The policy allows every employee to freely report any such act and prompt action will be taken thereon. The Policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there was no case of sexual harassment reported to the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

There are no significant material orders passed by the Regulators / Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

A. The operations of the Company are not energy intensive as the Company is not engaged in any manufacturing activity and hence reporting under this does not arise.

B. No technology has been developed and / or imported by way of foreign collaboration.

C. During the year, the Company has had "nil" foreign exchange earnings and outgo.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The unpaid dividend pertaining to financial year 2007-08 (Final Dividend) amounting to '' 6,54,350/- was transferred to the Investors Education and Protection Fund ("IEPF") during the year under review. There is no further amount lying unpaid/unclaimed with the Company.

ACKNOWLEDGEMENTS

Your Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Employees, Company''s Bankers, Central and State Government Authorities, Stock Exchange(s), Depositories and all other Stakeholders for the growth of the organization.

For and on behalf of the Board of Directors

Kolkata Abhijit Datta

May 27, 2016 Chairman


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 96th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

The performance of the Company for the year ended on 31st March, 2015 is summarised below : (Rs in Lacs)

Particulars 2014-15 2013-14

Revenue from operations 8,691.06 2,904.00

Other Income 8,675.69 2,743.90

Total Income 17,366.75 5,647.90

Total Expenses 9,209.07 692.74

Profit Before Taxation 8,157.68 4,955.16

Tax Expenses

- Current Tax 1,723.00 1,295.60

- Earlier year Income Tax (Net) 7.20 (183.65)

Profit after Taxation 6,427.47 3,843.21

Transfer to General Reserves

Profit /(Loss) Brought Forward from previous year (1,324.67) (5,167.88)

Net Surplus/(Deficit) in the Statement of Profit & Loss 5,102.80 (1,324.67)

* Includes Rs. 8,057.57 Lacs (Previous Year - Rs. 2,674.08 Lacs) proportionate transfer from Revaluation Reserves.

DIVIDEND

In order to conserve existing resources of the Company, your Directors do not recommend any dividend for the year ended 31st March 2015.

STATE OF COMPANY AFFAIRS

In respect of Company's Project, "Zandu Sigma Estate" at Dadar, Mumbai, the Company has received Occupancy Certificate for Building 1A & 2. As on 31st March, 2015, your Company has been able to sell around 81% of its Units in the said Project. SCHEME OF AMALGAMATION OF EMAMI REALTY LIMITED

During the year under review, the Board of Directors has decided not to proceed further with the proposal of amalgamation of "M/S Emami Realty Limited" with itself and accordingly, all proceedings in connection therewith have been withdrawn. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments, 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 this report.

SUBSIDIARIES/ASSOCIATE/JOINT VENTURE

Your Company does not have any subsidiary, associate or joint venture.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 in relation to loans or guarantee are not applicable to the Company, being an infrastructure company as defined under Schedule VI to the Act. Details of investments covered under Section 186 of the Act form part of the Notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts or arrangements entered into by the Company with Related Parties referred to in Section 188(1) of the Companies Act, 2013.

A policy on 'Materiality of and dealing with Related Party Transactions' has been devised by the Board of Directors at its meeting held on 12th November 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company's website at the weblink http://www.emamirealty.com/ policy_zandu.php.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS & AUDITORS' REPORT

The Board, on recommendations of the Audit Committee, has proposed that M/S S. K. Agrawal & Co., Chartered Accountants (Firm Registration No. 306033E), who retires at the conclusion of ensuing Annual General Meeting ("AGM"), be reappointed as the Statutory Auditors of the Company, to hold office till the conclusion of fifth consecutive AGM, subject to ratification by members at every AGM held after the ensuing AGM. M/S S. K. Agrawal & Co. have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they satisfy the criteria provided in Section 141 of the Act.

The Auditors' Report to the shareholders for the year under review does not contain any qualification.

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 Board has appointed M/S MKB and Associates, Practising Company Secretaries as Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended 31st March 2015 is annexed herewith as "Annexure 1".

The Secretarial Auditor, in his Report, has pointed out that

(a) The Company has not appointed any Chief Financial Officer as required under Section 203(1) of the Act.

(b) Mr. Sandeep Jhunjhunwala, Director & Manager and Mr. Anand Mundra, CEO (Commercial) & Company Secretary (upto 30th March 2015) also held office as employees in another company upto 31st December 2014 and 30th March 2015 respectively.

Though not formally appointed as CFO, Mr. Sandeep Jhunjhunwala has been discharging the functions of CFO in the Company since his appointment as per his job profile finalized for him at the time of appointment. The Board in its meeting held on 25th May 2015 has appointed Mr. Jhunjhunwala as the Manager & CFO of the Company.

In respect of holding of office of employee in another company, your Directors have to state that such holding of offices were existing contracts as on the commencement of Companies Act, 2013 and as observed by the Secretarial Auditor, they have relinquished such offices during the year.

DIRECTORS, KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS

(a) Appointment of Independent Directors:

At the Annual General Meeting of the Company held on 5th September, 2014, the Members of the Company appointed Mr. Abhijit Datta (DIN: 00790029), Mr. Hari Mohan Marda (DIN: 00855466), Mr. Aditya Poddar (DIN: 00646898) and Mr. Amar Bhalotia (DIN: 00642662) as Independent Directors under the Act for a term up to 31st March, 2019.

(b) Change in Directorship during the year:

Mr. Amar Bhalotia resigned from the Directorship of the Company with effect from 13th February 2015 due to his personal reasons. The Board places on record their appreciation for the services and contribution made by him during his tenure.

As per the provisions of Section 149(1) of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement, the Company is required to have atleast one Woman Director on its Board. Keeping in view this requirement, Mrs. Karabi Sengupta (DIN: 02534951), was appointed as Additional Director of the Company with effect from 31st March, 2015 on recommendation of the Nomination and Remuneration Committee.

(c) Statement on declaration given by Independent Directors under sub-section (6) of Section 149:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(d) Familiarization programme undertaken for Independent Directors:

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company,

nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company's operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Company's website under the weblink: http://www.emamirealty. com/policy_zandu.php

II. NON-INDEPENDENT DIRECTORS

As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Sandeep Jhunjhunwala (DIN : 06433099) retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Directors recommend his re-appointment.

III. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Anand R. Mundra, CEO (Commercial) & Company Secretary resigned from his office with effect from 31st March 2015. The Board places on record their appreciation for the services rendered by him during his tenure.

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2015, six Board Meetings were held, 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.

MEETINGS OF INDEPENDENT DIRECTORS

According to Clause 49 of the Listing Agreement, a meeting of the Independent Directors is required to be held, inter alia, to review the performance of the Non-Independent Directors and the Board as a whole. Accordingly, a meeting of Independent Directors was held on 30th March 2015 wherein the performance of the non-independent directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board of Directors of the Company. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL During the year under review, there was no employee receiving remuneration from the Company, other than one managerial personnel. Therefore, the Statement of Particulars of Appointment and Remuneration of Managerial personnel as per Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

As per the Companies Act, 2013, all companies having net worth of Rs. 500 Crores or more, or turnover of Rs. 1,000 Crores or more, or a net profit of Rs. 5 Crores or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board comprising of three or more directors, at least one of whom shall be an independent director and such Company shall spend at least 2% of the average net profit of the Company's three immediately preceding financial years in pursuance of its CSR Policy.

Our CSR Committee comprises of Mr. Abhijit Datta as the Chairman, Mr. Aditya Poddar and Mr. Sandeep Jhunjhunwala as other members. The Committee is responsible for formulating and monitoring the CSR Policy of the Company.

Due to loss in the financial year 2011-12, the average net profit for three preceding financial years has become negative. Therefore there is no statutory requirement to spend for CSR activities for the Company during the financial year 2014-15. The Company, though, has donated a sum of Rs. 4.37 Crores towards Chairtable activities.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards, have been followed and there are no material departures from the same;

(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 as at the end of the financial year and of the profit of the Company for that period;

(iii) the Directors had taken proper and sufficient care 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; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out in Clause 49 of the Listing Agreement. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the nature of its business and the size and complexity of its operations. The Company's system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The Nomination and Remuneration Committee at its meeting established the criteria based on which the Board will evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, 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 Non Independent Directors and Board as a whole was also carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders' Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

REMUNERATION POLICY

The Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of Companies Act, 2013, is appended as "Annexure 2" to this Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company's website at the weblink: http://www.emamirealty. com/policy_zandu.php RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return as on the financial year ended 31st March, 2015 in Form MGT 9 is annexed hereto as "Annexure 3" and forms a part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

There are no significant material orders passed by the Regulators / Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the "Annexure 4" hereto and forms part of this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956, unpaid dividend pertaining to financial year 2006-07 (One-time Special Dividend) and financial year 2007-08 (Interim Dividend) amounting to Rs. 13,52,205/- which was lying with the Company for a period of seven years were transferred to the Investors Education and Protection Fund ("IEPF") during the year under review.

As on 31st March 2015, the balance lying in Unclaimed Dividend Account is Rs. 15,17,325/- which pertains to the Final Dividend for the year 2007-08 and it is due for transfer to the IEPF on 8th June 2015. Subsequent to 31st March 2015, the Company has paid an amount of Rs. 8,62,975/- to the shareholders who have claimed their unclaimed amount from the Company and the balance shall be transferred to IEPF on the due date.

ACKNOWLEDGEMENTS

Your Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Company's Bankers, Central and State Government Authorities, Stock Exchange(s), CDSL, NSDL and all other Stakeholders for the growth of the organization.

For and on behalf of the Board of Directors

Kolkata Abhijit Datta May 25, 2015 Chairman


Mar 31, 2014

Dear Sharehoders,

The Directors have pleasure in presenting their 95th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on 31st March, 2014 is summarised below :

(Rs. in Lacs) Particulars 2013-14 2012-13

Revenue from Operations 2,904.00 -

Other Income* 2,743.90 568.09

Total Income 5,647.90 568.09

Total Expenses 692.74 356.55

Profit Before Taxation 4,955.16 211.54

Tax Expense 1,295.60 76.74

Earlier Year Income Tax (Net) (183.65) -

Profit after Taxation 3,843.21 134.80

Profit Brought Forward from previous year (5,167.88) (5,302.68)

Transfer to General Reserve - -

Balance Carried Forward (1,324.67) (5,167.88)

* Includes Rs. 2674.06 Lacs proportionate transfer from Revaluation Reserves.

DIVIDEND

In order to conserve existing resources of the Company, your Directors do not recommend any dividend for the year.

REVIEW OF OPERATIONS

In respect of Company''s Project, "Zandu Sigma Estate" at Dadar, Mumbai, Building 1A is ready for fit out and the construction work of entire project is expected to be completed in the next financial year. As on 31st March, 2014, your Company has been able to sell around 70% of its Units in the said Project. In case of sale of units in respect of Building 1A, where more than 50% of the realisation has been received by 31st March, 2014, your Company has recognised such sale of units as Revenue in the Statement of Profit & Loss for the year ended 31st March, 2014.

SCHEME OF AMALGAMATION

During the year under review, the Board of Directors of your Company in their meeting held on 8th July, 2013 accorded their approval to a business restructuring plan consisting of Scheme of Amalgamation ("the Scheme") under the Companies Act, 1956 with the objective of achieving synergies in operations. The Scheme envisages merger of Emami Realty Limited with the Company with effect from 1st April 2013, being the Appointed Date.

The Scheme was filed with the BSE Limited (BSE), being the Designated Stock Exchange and National Stock Exchange of India Limited (NSE) seeking in-principal approval under Clause 24(f) of the Listing Agreement. BSE vide letter dated August 5, 2013 and NSE vide letter dated August 19, 2013, both addressed to the Securities and Exchange Board of India (''SEBI'') have accorded their ''no-objection'' to the said Scheme. Thereafter, vide Letter dated May 2, 2014, BSE has conveyed that the Exchange is unable to grant its "no-objection" to the draft Scheme in view of the observations made by SEBI. Your Company is considering appropriate action in consultation with the respective Consultants.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956, unpaid dividend pertaining to financial year 2005-06 (2nd Interim Dividend & Final Dividend) and financial year 2006-07 (Fractional Bonus & Interim Dividend) amounting to '' 20,50,414/- which was lying with the Company for a period of seven years were transferred to the Investors'' Education and Protection Fund during the year under review.

DISCLOSURES

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is appended as Annexure A and forms part of this Report.

DIRECTORS

The Board of Directors comprises of 5 Directors, out of which 4 Directors are Independent Directors. The composition of the Board is in compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s).

The Companies Act, 2013 ("the Act") provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Act (effective from April 1, 2014) provides that Independent Directors shall hold office for a term of upto five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section (11) states that no Independent Director shall be eligible for more than two consecutive terms of five years each. As per sub-section (13), Independent Directors shall not be liable to retire by rotation.

Therefore, Mr. Sandeep Jhunjhunwala, being the only Non-Independent Director on the Board of the Company retires from office by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

In order to align the term of Independent Directors with the provisions of the Act, the Board of Directors in their meeting held on 21st May, 2014 has proposed the appointment of Mr. Abhijit Datta, Mr. Hari Mohan Marda, Mr. Aditya Poddar and Mr. Amar Bhalotia as Independent Directors of the Company for a term for a term upto 31st March, 2019, subject to the approval of the members.

PARTICULARS OF EMPLOYEES

The particulars required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

AUDITORS

The Board, on recommendation of the Audit Committee, has proposed that M/s. S. K. Agrawal & Co., Chartered Accountants, who retires at the conclusion of the ensuing Annual General Meeting, be re-appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. M/s. S. K. Agrawal & Co., Chartered Accountants have signified their consent, in writing, for such appointment along with a certificate stating that their appointment, if made, shall be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

APPOINTMENT OF COST ACCOUNTANT UNDER COMPANIES (COST ACCOUNTING RECORDS) RULES, 2011

M/s. B. Mukhopadhyay & Co., a Practicing Cost Accountants were appointed as Cost Accountant to issue the Compliance Report for the financial year 2013-2014 in terms of The Companies (Cost Accounting Records) Rules, 2011 issued by the Ministry of Corporate Affairs vide GSR 430(E) dated 3rd June, 2011.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby state that :

a) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them accordingly from time to time 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 as at 31st March, 2014, and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities; and

d) the Directors have prepared the accounts for the year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a separate section on Corporate Governance practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Report.

ACKNOWLEDGEMENTS

Your Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Employees, Company''s Bankers, Central and State Government Authorities, Stock Exchange(s), CDSL, NSDL and all other Business Associates for the growth of the organization.

For and on behalf of the Board

Kolkata Abhijit Datta Chairman May 21, 2014


Mar 31, 2013

The Directors have pleasure in presenting their report as a part of 94th Annual Report, alongwith the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March, 2013 are summarized below:

(Rs. in Lakhs)

Particulars Year ended Year ended 31st March, 2013 31st March, 2012

Revenue from operations 7,000.00

Other Income 568.09 461.15

Total Income 568.09 7,461.15

Total Expenses 356.55 14,143.36

Profit / (Loss) Before Taxation 211.54 (6,682.21)

Tax Expense 76.74 346.00

Profit/(Loss) after Taxation 134.80 (7,028.21)

Profit Brought Forward from previous year (5,302.68) 1,725.53

Transfer to General Reserve

Balance Carried Forward (5,167.88) (5,302.68)



DIVIDEND

In order to conserve existing resources of the Company, your Directors do not recommend any dividend for the year.

REVIEW OF OPERATIONS

The Project of the Company situated at Dadar, Mumbai under development with M/s Seth Corp Private Limited is progressing satisfactorily and is expected to be completed by the year 2014.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956, unpaid dividend pertaining to the financial year 2004-05 (Final Dividend) and financial year 2005-06 (1st Interim Dividend) amounting to Rs. 3,31,945/- which was lying with the Company for a period of seven years were transferred to the Investors'' Education and Protection Fund during the year under review.

DISCLOSURES

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is appended as Annexure A and forms part of this Report.

DIRECTORS

Currently the Company is having 5 Directors, out of which 1 Director has been appointed as Manager and remaining 4 are Independent Directors. The Composition of the Board is in compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s).

Shri Hari Mohan Marda, Director of the Company retires by rotation and being eligible, offer himself for re-appointment.

Shri Abhijit Datta was appointed as an Additional Director and Chairman of the Board of Directors w.e.f February 6, 2013 and Shri Sandeep Jhunjhunwala was appointed as an Additional Director & Manager w.e.f November 9, 2012. Pursuant to the provisions of section 260 of the Companies Act, 1956, they shall hold office till the ensuing Annual General Meeting and are eligible for appointment as the Directors of the Company. The Company has received notice from members pursuant to section 257 of the Companies Act, 1956 signifying their intention to propose the candidature of Shri Abhijit Datta and Shri Sandeep Jhunjhunwala for the office of director.

Brief resume of the Directors seeking appointment/re-appointment as stipulated under Clause 49 of the Listing

Agreement, are provided as Annexure to the Notice calling the Annual General Meeting forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

The particulars required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

AUDITORS

The Board, on recommendation of the Audit Committee, has proposed that M/s. S. K. Agrawal & Co., Chartered Accountants, who retires at the conclusion of the forthcoming Annual General Meeting, be re-appointed as Statutory Auditors of the Company, to hold office until conclusion of next Annual General Meeting of the Company. M/s. S. K. Agrawal & Co., Chartered Accountants have signified their willingness in writing and further informed that their appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. APPOINTMENT OF COST ACCOUNTANT UNDER COMPANIES (COST ACCOUNTING RECORDS) RULES, 2011

M/s B. Mukhopadhyay & Co., a Practicing Cost Accountants were appointed as Cost Accountant to issue the Compliance Report for the financial year 2012-2013 in terms of The Companies (Cost Accounting Records) Rules, 2011 issued by the Ministry of Corporate Affairs vide GSR 430(E) dated 3rd June, 2011.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them accordingly from time to time 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 as at 31st March, 2013, and of the profit or loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities; and

d) the Directors have prepared the accounts for the year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a separate section on Corporate Governance practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Report.

ACKNOWLEDGEMENTS

Your Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Employees, Company''s Bankers, Central and State Government Authorities, Stock Exchange(s), CDSL, NSDL and all other Business Associates for the growth of the organization.

For and on behalf of the Board

Place : Kolkata Hari Mohan Marda Sandeep Jhunjhunwala

Date: 29th May, 2013 Director Director & Manager


Mar 31, 2012

The Directors are pleased to present their 93rd Annual Report and the Financial Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2012 are summarized below :

(Amount in Rs.)

For the year ended For the year ended on 31.3.2012 on 31.3.2011

Revenue from Operation 70,00,00,000 -

Other Income 4,61,15,311 1,44,99,027

Profit/ (Loss) Before Tax (66,82,21,133) 81,23,337

Tax Expenses 3,46,00,000 (10,20,507)

Profit/ (Loss) After Tax (70,28,21,133) 91,43,844

Balance profit brought forward from previous year 17,25,53,483 16,34,09,639

Balance available for appropriation (53,02,67,650) 17,25,53,483

DIVIDEND

In order to initiate the plan for the growth of the Company and take it to its next level, your Company needs resources. Therefore your directors do not recommend any dividend for the year ended 31st March, 2012.

CORPORATE GOVERNANCE

The information pursuant to the provisions of Corporate Governance as Stipulated in Clause 49 of the Listing Agreement are hereby presented in a separate report and annexed along with report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

This year, the Indian economy witnessed a great challenge as the GDP growth rate came down to 6.5%.This was the lowest in the last 5 years. Eurozone financial turmoil, rate hikes announced by the Reserve Bank of India, depreciating rupee, costlier imports etc. were some of the reasons behind the negative GDP growth rate. Due to the poor economic growth, the real estate sector witnessed undesirable environment as well.

However, going forward, overall demand and need for residential, commercial, retail and industrial properties continues to be strong particularly due to rapid urbanization and migration. The sector has demonstrated unparalleled growth over the years and presently accounts for almost 5% of the country's GDP and is projecting to increase enormously year on year.

The Business of the Company is dependent on various conditions such as Government Regulation, market conditions, etc. This factor has to be considered before exploring any opportunity. The Company has taken appropriate measures to combat all kind of hindrances in its growth.

Keeping in mind the prevailing market conditions and to commercially and gainfully exploit the asset of your Company in the business of real estate, your company had entered into a development agreement with M/s Sheth Corp Private Limited, Mumbai to construct, build and develop residential housing complex on its land situated at 70, Gokhale Road (South) Dadar, Mumbai - 400025. Sheth Corp Private Limited are Mumbai based developers who are known for their commitment to customer convenience, satisfaction and professionalism. Subsequently, because of the market conditions of the real estate sector in Mumbai in terms of the oversupply and low demand of residential property, your Company has now entered into a supplemental agreement with Sheth Corps Private Limited (SCPL) for the construction of industrial building(s) on the said land.

The Company is in the process of exploring more opportunities for the development of the Company and is optimistic about its growth.

The Company has proper internal control procedures to safeguard and protect all its assets against losses from unauthorized use or disposition. Accounting records are adequate for preparation of financial statements and other financial information.

As a measure towards fulfilling the social responsibility towards the society, your Company has provided donation to an Intermediate school in rural eastern Uttar Pradesh for renovation of their building. It has also donated fund to a charitable institution.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

During the financial year, the Company has transferred a sum of Rs. 5,55,342/- pertaining to the 2nd interim dividend for the year 2003-04, final dividend for the year 2003-04 and Unpaid fractional bonus for the year 2004 to IEPF, being the amounts due and payable and had remained unclaimed and unpaid, as per the provisions of section 205(A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS

Information, wherever applicable in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure 1, forming part of this report.

HUMAN RESOURCES

For the year under review, there were no employees who were drawing remuneration in excess of limits as specified under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended.

DIRECTORS

Under Article 161 of the Articles of Association of the Company, Shri Amar Bhalotia, Director of the company is due to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Aditya Poddar is appointed as an Additional Director of the Company w.e.f. 14th November, 2011 by the Board of Directors at its meeting held on 14th November, 2011 and he holds office up to the date of this Annual General Meeting in terms of Section 260 of the Companies Act, 1956 and Article 141 of the Articles of Association of the Company.

Shri Abhijit Datta, Shri Rajesh Bagaria, Shri Raj K Sureka, Shri Harsh Vardhan Agarwal and Shri Mohan Goenka resigned as the directors of the company. Due to the sad demise of Shri Krishna Kumar Khemka on 15th October, 2011, he ceased to be the director. The Board places on record its appreciation for the valuable contribution and guidance provided by them during their terms as Directors of the Company.

Brief resume of the Directors to be appointed/reappointed are given under a separate section of Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

1. In preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable Accounting Standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed along with proper explanation relating to material departures.

2. 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 ended 31st March, 2012 and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records for the financial year ended on 31st March, 2012, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the financial year 31st March, 2012 on a going concern basis. AUDITORS' REPORT

The Notes on Accounts referred to in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

AUDITORS

The Statutory Auditor, M/s S. K. Agrawal & Co., Chartered Accountants, Kolkata, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Stock Exchanges, NSDL, and CDSL. The Board wishes to express its grateful appreciation for the dedicated efforts of employees at all levels as well as for the assistance and co-operation received from all the business associates. The Board deeply acknowledges the trust and confidence placed by the Shareholders of the Company.

For and on behalf of the Board

Place: Kolkata HARI MOHAN MARDA AMAR BHALOTIA

Date: 29th May, 2012 Director Director


Mar 31, 2011

The Members,

The Directors are pleased to present their 92™< Annual Report and the Financial Accounts for the year ended 31 st March, 2011.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2011 are summarized below:

For the year ended on For the year ended on 31.3.2011 (Rs.) 31.3.2010 (Rs.)

Other Income 14,499,027 21,624,177

Profit Before Tax 8,123,340 13,187,849

Tax Expenses (1020507) (718600)

Profit After Tax 9,143,847 13,906,449

Balance profit brought forward from previous year 163,409,636 149,503,190

Balance available for appropriation 172,553,483 163,409,639

DIVIDEND

In order to conserve the resources for the furtherance of the growth of the Company, your directors do not recommend any dividend for the year ended 31st March, 2011.

CORPORATE GOVERNANCE

The information pursuant to the provisions of Corporate Governance as Stipulated in Clause 49 of the Listing Agreement are hereby presented in a separate report and annexed along with report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The Country's economy is back to its high growth momentum. The Construction Industry grew by 8.1% in 2010-11. During the year residential real estate price was upward rising and commercial real estate price has also witnessed a strong revival. The real estate boom in India is linked to the country's economic stability, which had made India a preferred investment destination. Considering the above, your Company is positive about various opportunities in the healthy growth in its business.

Company's business is also dependant on various conditions such as Government Regulation, market conditions etc. Your Company has to take these conditions into consideration before exploring any opportunities that come its way.

Your Director is pleased to inform you that the land with structure at Dadar, Mumbai has been revalued at Fair Market value based on valuation made by an Independent registered valuer as on 31* March, 2011. The aforesaid land has since been converted to inventory for Commercial exploitation.

The Company has proper internal control procedures to safeguard and protect all its assets against losses from unauthorized use or disposition. Accounting records are adequate for preparation of financial statements and other financial information.

Human resource in your Company continues to be core strength and it always strives towards aligning the Company's objectives by optimum utilization of the manpower.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

During the financial year, the Company has transferred a sum of Rs. 748, 410/- pertaining to final dividend for the year 2002-03 and first interim dividend for the year 2003-04 to IEPF, being the amounts due and payable and had remained unclaimed and unpaid, as per the provisions of Section 205(A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS:

Information, wherever applicable in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure 1, forming part of this report.

HUMAN RESOURCES

For the year under review, there were no employees who were drawing remuneration in excess of limits as specified under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended.

GROUP FOR INTER SE TRANSFER OF SHARES

Pursuant to intimation from the Promoters, the name of the promoters and entities comprising "Group" are disclosed in the Annual Report as Annexure -2 for the purpose of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 1997.

DIRECTORS

Under Article 161 of the Articles of Association of the Company, Shri Krishna Kumar Khemka, Director is due to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Under Article 161 of the Articles of Association of the Company, Shri Hari Mohan Marda, Director is due to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year, Shri R. S. Agarwal, Shri R. S. Goenka, Shri Y. P. Trivedi, Shri Anand Rathi and Shri P. P. Vora resigned as Directors of the Company. The Board places on record its appreciation for the valuable contribution and guidance provided by them during their terms as Directors of the Company.

Brief resume of the Directors/ Managing Director to be appointed / reappointed are given under a separate section of Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

1. In preparation of the Annual Accounts, applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2. 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 ended 31st March, 2011 and of the profit of the company for that year.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records for the financial year ended on 31st March, 2011, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the financial year 31st March, 2011 on a going concern basis.

AUDITORS' REPORT

The Notes on Account referred to in the Auditor's Report are self explanatory and therefore, do not call for any further comments.

AUDITORS

The Statutory Auditor, M/s S. K. Agrawal & Co., Chartered Accountants, Kolkata, holds office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Stock Exchanges, NSDL, and CDSL. The Board wishes to express its grateful appreciation for the dedicated efforts of employees at all levels as well as for the assistance and co-operation received from all the business associates. The Board deeply acknowledges the trust and confidence reposed by the Shareholders of the Company.

FOR AND ON BEHALF OF THE BOARD

Rajesh Bagaria Harsh Vardhan Agarwal

Director Joint Managing Director

Place : Kolkata

Dated :30th May, 2011.


Mar 31, 2010

The Directors are pleased to present their 91st Annual Report and the Financial Accounts for the year ended 31st March 2010.

REAL ESTATE BUSINESS ACTIVTIVITES / CHANGE OF NAME

The Shareholders in the Annual General Meeting held on 31st December 2009 passed the Special Resolution under Section 149(2A) of the Companies Act, 1956, for carrying on Real Estate Business activities, which has become the main business of the Company.

The Companys name is changed to "Zandu Realty Limited" pursuant to receipt of Fresh Certificate of Incorporation consequent upon the change of name on 18th January 2010 from the Deputy Registrar of Companies, West Bengal.

SCHEME OF ARRANGEMENT UNDER SECTION 391 TO 394 OF THE COMPANIES ACT, 1956.

The Shareholders of the Company passed the Scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956, in the Court convened meeting held on 11th September 2009 approving:

(a) The demerger of FMCG undertaking (business of manufacturing and dealing in ayurvedic and medicinal preparations, which is core business) of the Company into Emami Ltd.

(b) The Company to retain its non core business i.e. other than FMCG undertaking comprising of assets and properties which can be employed in the business of real estate and liabilities pertaining to other than those related to FMCG undertaking.

The appointed date for the scheme was 5th November 2008.

The Honourable High Court, Calcutta vide its order dated 17th November 2009 sanctioned the Scheme. The Scheme is effective from 2nd December 2009 being the date of filing of the certified copy of the order of Honourable High Court, Calcutta with the Registrar of Companies, West Bengal.

In consideration of the transfer of the FMCG undertaking of the Company to Emami Limited, Emami Limited had issued fourteen (14) equity shares of the face value of Rs.2/- per share of Emami Limited for every one (1) equity share of a face value of Rs.100/- each held in the Company. Additionally, the Shareholders of the Company have continued to hold existing shareholding which is representing Zandu Realty Limited.

FINANCIAL / YEAR IN RETROSPECT

The figures of the previous year includes the figures of The Zandu FMCG undertaking for the period from 1st April 2008 to 4th November 2008 and accordingly the current years figure are not comparable with those of previous year.

The Company is exploring various business opportunities in Real Estate Business and will commence its revenue operations

from Real Estate Business thereafter.

(Rs in lacs)

2009-2010 2008-2009

(Rs.) (Rs.) ( Rs.) (Rs.)

Sales - - - 9369.37

Other Income - 216.24 - 583.90

Profit Before Depreciation Interest & Tax - 131.88 - 2280.08

Interest - - 23.78 - Depreciation - - 145.22 169.00

Profit Before Tax - 131.88 - 2111.08 Tax Expenses - (7.18) - 585.60

Profit After Tax - 139.06 - 1525.49

Balance Profit brought forward from previous year - 1495.03 - 1207.86

Less : Transferred on demerger pursuant to Scheme of Arrangement - - - (-)1238.32

Balance available for appropriation - 1634.09 - 1495.03

DIVIDEND:

The Company has not recommended dividend. However, as informed in above para the shareholders of the Company have been allotted shares of Emami Limited pursuant to demerger of FMCG undertaking of the Company. The shares so allotted by Emami Limited are entitled for the dividend, as may be recommended by Emami Limited for the financial year.

CORPORATE GOVERNANCE:

The information pursuant to the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement are hereby presented in a separate report and annexed alongwith report.

MANAGEMENT DISCUSSION AND ANALYSIS :

Due to demerger, the strategic management view / financials pertaining to FMCG business are not given under this para.

The Company is exploring various options with respect to development of Real Estate Business.

The real estate industry has recovered from slowdown. The steps initiated by the Government have helped in reviving the economy as well as the real estate industry which has seen rise in demand as well as price rise.

Central Mumbai, where the Company has land available has good appetite for commercial / residential project.

The industrial relations continue to be harmonious.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF):

The Company has transferred a sum of Rs.1,90,455/- pertaining to final dividend for the year 2001-02, Rs.52,509/- pertaining to fixed deposit and Rs. 57,097/- pertaining to interest on fixed deposits to IEPF, being the amounts which were due & payable and had remained unclaimed and unpaid, as per provisions of Section 205A (5) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS:

Information wherever applicable in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure 1, forming part of this report.

HUMAN RESOURCES:

The Industrial relations continued to be cordial.

For the year under review, there were no employees who were drawing remuneration in excess of limits as specified under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

GROUP FOR INTER SE TRANSFER OF SHARES:

As required under Clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practice Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid regulations, are given in the separate annexure 2 attached herewith and forms part of this Annual Report.

DIRECTORS:

Under Article 161 of the Articles of Association of the Company Shri P. P. Vora, Director, is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri Rajesh Jain who retires by rotation and being eligible for re-appointment, has expressed his desire to retire from the Board, and the Board has decided not to fill the resulting vacancy. The Board of Directors appreciate the valuable contribution made by him during his tenure on the Board.

Shri R. S. Agarwal and Shri R. S. Goenka resigned as Directors of the Company with effect from 26lh May 2010. The Board of Directors appreciate the valuable contribution made by them during their tenure on the Board.

Shri Krishna Kumar Khemka, Shri Hari Mohan Marda, Shri Abhijit Datta, Shri Rajesh Bagaria, Shri Raj Kumar Sureka and Shri Amar Bhalotia, were appointed as Additional Directors of the Company during the year under review. They hold office upto the date of the ensuing Annual General Meeting. The Company has received notices from some members proposing their candidature for being appointed as Directors of the Company.

Brief resume of the Directors to be appointed / re-appointed are given under a separate section of the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, your Directors confirm -

(i) That in the preparation of the annual accounts for the financial year ended on 31st March, 2010 the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 ended on 31st March, 2010 and of the profit of the Company for that year;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records for the financial year ended on 31st March, 2010 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2010 on a going concern basiss.

AUDITORS REPORT

The observations of Auditors in their report are self explanatory and therefore do not call for any further comments.

AUDITORS

M/s Deloitte Haskins & Sells., Chartered Accountants, have not offered themselves for reappointment as Statutory Auditor, at the forthcoming Annual General Meeting.

The Board of Directors, based on the recommendation of the Audit Committee has proposed that M/s S. K. Agarwal & Co., Chartered Accountants, Kolkata, be appointed as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and M/s S. K. Agarwal & Co., have confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for dedicated efforts of employees at all level as well as for the assistance and co-operation received from all the business associates. The Board deeply acknowledges the trust and confidence placed by the Shareholders of the Company.

Registered Office : By Order of the Board of Directors Emami Tower, For Zandu Realty Limited 687,Anandapur E.M.Bypass, Kolkata700 107. (Anand R.Mundra) Dated :26 th May 2010. CEO (Commercial)&Company Secretary

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