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AMJ Land Holdings Ltd Directors Report

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Jul 18, 2024|03:32:11 PM

AMJ Land Holdings Ltd Share Price directors Report

To the Members,

The Directors have pleasure in presenting before you the 58th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2023. The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL RESULTS :
2022-2023 2021-2022
The Earnings Before Interest, Tax, Depreciation and (Rs In Lakhs) (Rs In Lakhs)
Amortization (EBITDA) 884.23 1,134.48
Less:
i) Finance cost - -
ii) Depreciation/Impairment 185.47 186.86
The net profit before Tax 698.76 947.62
Less:
Provision for Current Tax 44.00 94.00
Provision/(Saving) for Deferred Taxation 3.53 15.87
Net Profit After Tax 651.23 837.75
Add:
Other Comprehensive Income/(Expense)
(does not include FVOCI shown as other reserve) 12.43 (23.59)
The balance of Profit brought forward from last year 7,206.50 6,467.78
Total 7,870.16 7,281.94
Less:
Tax saving on OCI / (Expense) 3.46 (6.56)
Dividend Paid on Equity Shares 82.00 82.00
Tax Paid on Dividend - -
Transfer to General Reserve - -
Total 85.46 75.44
Balance proposed to be carried forward to next year?s accounts 7,784.70 7,206.50

CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Sections 129, 134 of the Companies Act, 2013 (the Act), the Consolidated Financial Statements of the Company, in accordance with Schedule III of the Act and applicable Accounting Standards along with Auditor?s Report forms part of this Annual Report.

DIVIDEND :

The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2023 at the rate of Rs 0.20 per share. If approved, the Equity Dividend shall be paid, subject to the provision of Section 126 of the

Companies Act, 2013 to those Shareholders whose names stand on the Register of Members on 11th August,

2023.

The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 03rd August, 2023.

During the year under review, the Board of Directors decided not to transfer any amount to the General Reserves of the Company.

OPERATIONS :

The Company has achieved a revenue from operations of Rs 890.17 lakhs and other income of Rs 383.03 lakhs as against Rs 742.38 lakhs and Rs 848.74 lakhs respectively in the last year, with EBIDTA of Rs 884.23 lakhs against Rs 1,134.48 lakhs in the last year. The profit after tax is at Rs 651.23 lakhs, compared to Rs 837.75 lakhs in last year. The lower profit is attributable mainly to fall in valuation of Alternative Investment Fund (AIF) as also lower earnings from interest in view of repayment of inter corporate deposits (ICDs) which was lent, and deployment of funds in Liquid Mutual Fund.

The firm, AMJ Land Developers, in which the Company holds 95% of its stake, has received bookings from customers for over 75% of Apartments having 2 and 3 BHKs of aggregate area of about 1,46,000 Sq.ft., comprised in the 7th residential tower under construction in the prestigious project "GREENS" at Thergaon, Pune.

The 8th residential tower having 3 and 4 BHKs of aggregate area of about 1,65,000 Sq.ft. is in the last leg of approval and is expected to be launched in about three months? time.

AMJ Realty Limited a wholly owned subsidiary Company, is in the process of purchasing a plot of land where its maiden residential development is planned to take place. In view of certain delay in the process of purchase of that land, the launch which was expected in the financial year 2023-24 may get spilled over to next financial year.

The "GREEN VILLE" project is on hold as the matter concerning applicability of repealed Urban Land Ceiling (ULC) Act awaits clarity from Government. The Hon?ble Bombay High Court has directed the Government of Maharashtra to dispose of company?s application in a time bond manner.

Although the three wind power plants, which the Company owns, has generated 64.57 lakhs kwh power as against 60.86 lakhs kwh of power in the last year, the revenue and profitability from its operations have been constantly falling in view of adverse regulatory regime and certain unfavorable practices adopted by Discom by way of imposition of unsustainable higher levies and Open Access Charges on power supplied under Open Access arrangement to customers, thereby compelling them to procure power from Discom in preference to, supply under Open Access arrangement.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY AND ASSOCIATES :

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the highlights of performance of Subsidiary and Associates and their contribution to the overall performance of the company during the period under report is provided in Annexure-1 of this report.

SUBSIDIARY COMPANY:

As at 31st March, 2023, the Company has one Subsidiary namely AMJ Realty Limited which is engaged in the business of Real Estate Developments.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provision of Sections 124 and 125 of the Companies Act, 2013, relevant amounts like unclaimed dividend etc., which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (‘IEPF?).

In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 16,065 equity shares to the Demat Account of the IEPF Authority maintained with NSDL, in respect of which dividend had remained unpaid/unclaimed for a

consecutive period of 7 years or more. The details of the Shareholders whose shares transferred to IEPF Authority and procedure to claim refund of unclaimed dividend amount and shares from IEPF authority are available on the website of the Company viz: www.amjland.com.

AUDITORS :

The Members of the Company at the 57th Annual General Meeting re-appointed M/s. J. M. Agrawal & Company, Chartered Accountants, as Statutory Auditors for further period of five years till the conclusion of 62nd Annual General Meeting of the Company.

There is no adverse remark or qualification in the Statutory Auditor?s Report annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year. PUBLIC DEPOSIT :

During the year under review, the Company has not accepted any deposits from Public.

DIRECTORS AND KEY MANAGERIAL PERSONEL (KMP) :

Pursuant to the Provisions of Companies Act, 2013, Mr. Arunkumar Mahabirprasad Jatia (DIN: 01104256), NonExecutive Chairman, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. Surendra Kumar Bansal (DIN: 00031115), was appointed as Whole-Time Director of the Company for a period of 5 years with effect from 01st April, 2019, which period will expire on 31st March, 2024. The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee has recommended re-appointment of Mr. Surendra Kumar Bansal, as Whole-Time Director of the Company for further period of 5 years with effect from 01st April, 2024, liable to retire by rotation, subject to the approval of Shareholders of the Company by Special Resolution.

Mr. Nandan Damani, resigned as ‘?Non-Executive Independent Director?? of the Company with effect from closing of business hours on 15th May, 2023 due to personal reasons. The Board places on record his appreciation for the services, guidance and contributions rendered by Mr. Nandan Damani during his tenure as Director with the Company.

The details of the Directors of the Company, proposed to be re-appointed at the 58th Annual General Meeting, as required by Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are provided as Annexure at the end of the Notice convening the 58th Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirming that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

SECRETARIAL AUDITOR :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s. Parikh & Associates, Practicing Company Secretaries, Mumbai as the Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Auditors? Report for the financial year 2022-23 is annexed hereto and marked as Annexure-2.

There is no adverse remark or qualification in the Secretarial Audit Report.

SECRETARIAL STANDARDS :

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

MEETINGS :

During the year 4 Board and 4 Audit Committee Meetings of the Company were convened and held. The details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the said Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Board of Directors has constituted the Corporate Social Responsibility Committee of the Company comprises of Ms. Preeti Gautam Mehta, Chairperson of the Committee and Non-Executive Independent Director, Mr. Vinod Kumar Beswal, Non-Executive Independent Director, Mr. Arunkumar Mahabirprasad Jatia, Non-Executive Chairman & Director and Mr. Surendra Kumar Bansal, Whole-Time Director & CFO. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy, activities to be undertaken by the Company and to meet/contribute expenditure towards its recommended Corporate Social Responsibility objectives. This Committee carried out the CSR Activities pursuant to section 135 read with Schedule VII of the Companies Act, 2013 as amended from time to time and as per the CSR policy of the Company.

During the year, the Company was required to spent amount of Rs 10 Lakhs in accordance with Section 135(1) of the Companies Act, 2013 and the same has been fully spent on the CSR Projects recommended/approved by the CSR Committee and the Board of Directors of the Company.

The CSR Policy of the Company is available on the website of the Company viz: http://www.amjland.com/uploads/ policies/AMJ-Corporate%20Social%20Responsibilitv%20Policv.pdf.

The other relevant disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-3.

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) :

The loans, guarantees or investments made by the Company are within the limits prescribed under Section 186 of the Companies Act, 2013 and Rules made there under as approved by Shareholders vide special resolution passed at 49th Annual General Meeting of the Company. The summary of such transactions is provided in Annexure-4 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The Board of Directors of the Company have adopted a Policy on Related Party Transactions for the purpose of determining the materiality of transaction with related parties and dealings with them. The said policy is available at the Company?s website at http://www.amiland.com/uploads/policies/Policv%20on%20Related%20Partv%20 Transactions.pdf. The Audit Committee reviews all related party transactions quarterly as also when necessary.

Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 are provided under Annexure-5.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTOR(S) AND COMMITTEE(S) :

As required under Companies Act, 2013, a meeting of the Independent Directors was held on 24th January, 2023. The Independent Directors evaluated the performance of the Non-Independent Directors, wherein the evaluation of performance of the Non-Independent Directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 14th February, 2015, the said committee has carried out evaluation of the performance of every Director. The said criteria is available at the Company?s website at http://www.amiland.com/uploads/policies/AMJLAND-Policy%20on%20evaluation%20of%20Performance%20 of%20Directors%20and%20the%20Board.pdf. The Board of Directors at their meeting held on 24th January, 2023

has evaluated the performance of Independent Directors. The performance of the Committee was also generally discussed and evaluated.

While evaluating, the principles and guidelines issued vide circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 of Securities Exchange Board of India dated 5th January, 2017 on Board Evaluation have been taken into account.

FAMILIARISATION PROGRAMME :

The details of programmes for familiarisation of Independent Directors with the Company is available at the Company?s website at www.amjland.com.

RISK MANAGEMENT POLICY :

In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about the risk assessment & minimization procedures, monitoring the risk management plan, etc.

REMUNERATION POLICY :

In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Remuneration policy which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors. The said policy may be referred to, at the Company?s website at www.amjland.com and is annexed hereto and marked as Annexure-8.

WHISTLE BLOWER POLICY/VIGIL MECHANISM :

The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has been made keeping in view of the amendments in the Companies Act, 2013 and to comply with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy may be referred to, on the Company?s website at http://www.amiland.com/uploads/policies/Vigil%20Mechanism-Whistle%20Blower%20Policv.pdf.

PARTICULARS OF EMPLOYEES :

Pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in the Annexures-6A and 6B to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

An Internal Complaints Committee (‘Sexual Harassment Committee?) has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

During the year under review, there was no complaint of discrimination and harassment (including Sexual Harassment) received by the Committee.

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

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption is not applicable.

During the year under review, no Foreign Exchange was earned and used.

REPORT ON CORPORATE GOVERNANCE :

The report on Corporate Governance in accordance with the guidelines of the Securities & Exchange Board of India and pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached and marked as Annexure-7.

ANNUAL RETURN:

Pursuant to the provisions of Companies Act, 2013, a copy of Annual Return for the financial year 2021-22 is available on the website of the Company at http://amiland.com/uploads/financial/AMJ%20Land-MGT-7-2021-2022.pdf and a copy of Annual Return for the financial year 2022-23 will be available on the website of the Company after submission of the same to the Registrar of Companies.

SIGNIFICANT AND MATERIAL ORDERS :

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company?s operations in future.

DIRECTORS? RESPONSIBILITY STATEMENT :

The Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) the Directors 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 fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) 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.

f) 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.

ACKNOWLEDGEMENTS:

Your Directors express their appreciation of the continued support and co-operation received from the all the stakeholders and employees of the Company.

On behalf of the Board of Directors,
A. K. Jatia,
Chairman.
Place: Pune
Date : 20th May, 2023

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