31st Annual Report - Alchemist Realty Report_2014-15.pdf · ALCHEMIST REALTY LIMITED CORPORATE...
Transcript of 31st Annual Report - Alchemist Realty Report_2014-15.pdf · ALCHEMIST REALTY LIMITED CORPORATE...
31st
Annual Report
2014-2015
ALCHEMIST REALTY LIMITED
CONTENTS
Page No.
1. Corporate information
2. Directors Repo rt
3. Management Discussion & Analysis
4. Report on Corporate Governance
5. Auditor's Report
6. Balance Sheet
7. Statement of Profit and Loss
8. Cash flow Statement
9. Notes to financial statements
Consolidated Financial Statement
1. Auditor's Report
2. Balance Sheet
3. Statement of Profit and Loss
4. Cash flow statement
5. Notes to Financial statement
1
2
17
19
28
32
33
34
35
46
50
51
52
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ALCHEMIST REALTY LIMITED CORPORATE INFORMATION
CORPORATE IDENTITY NUMBER (CIN) : L21100MH1983PLC029471
Board of Directors
Mr. Vinay Kumar Mittal Managing Director Mr. Asoke Kumar Chatterjee Independent Director Ms. Maria Fernandes Independent Director Mr. Pavan Kumar Verma Director
Registered office C orpor a te Office
62-B. Mittal Towers, Alchemist House 210, Nariman Point 23, Nehru Place, New Delhi -110019 Mumbai-400021 Tel.: +91-22-22844368 Fax: +91-22-22831564
Statutory Auditors Secretarial Auditor
M/s K. Singh & Associates Ms. Tannu Mehta Chartered Accountants Practicing Company Secretary SCO 90, 1st Floor, Sector 44-C, Chandigarh-160047
Company Secretary & Compliance Officer Mr. Shyam Kumar
Bankers Registrar and Share Transfer Agent
HDFC Bank Limited Sharepro Services (India) Private Limited Satarn Industrial Estate, Above Bank of Baroda, Chakal, Andheri East, Mumbai- 400099
Chief Financial Officer Mr. Alok Mittal
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DIRECTOR'S REPORT
To the Shareholders,stWe are pleased to present the 31 Annual Report on the business and operations of the Company along with the Audited
stFinancial Statements for the financial year ended 31 March, 2015. The financial highlights for the year under review are given below:
FINANCIAL HIGHLIGHTS
OPERATIONS
During the year under review, Your Company registered a turnover of Rs. 3477.18 Lacs against Rs. 17535.80 lacs in previous year and has incurred profit after tax of Rs. 72.76 Lacs against profit of Rs. 161.58 Lacs in previous year.
The prospective vision of the Company with the evaluation of the business and operations of the Company are provided in the Report on Management Discussion and Analysis forming part of the Annual Report.
DIVIDEND
your Directors do not recommend Dividend during the Financial Year 2014-15.
FIXED DEPOSITS
Your Company has not accepted Deposits from the public during the year under review as per the provisions of the Companies Act, 2013 read with the Rules made thereunder.
LISTING OF EQUITY SHARES
The Company's shares are listed on the Bombay Stock Exchange Ltd. (BSE) and are actively traded. The Listing Fees for the year 2014-15 has already been paid.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return of the Company in prescribed form MGT-9 is annexed herewith as Annexure-1.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORSst thFive meetings of the Board of Directors were held during the financial year ended 31 March 2015 viz. on 29 May 2014,
th th th th13 August 2014, 13 November 2014, 13 February 2015 and 25 March 2015.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, your Directors confirm:-
1. That in the preparation of Annual Accounts, the applicable accounting standards have been followed and there are no material departures;
2. That the we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company
st stas at 31 March, 2015 and of the losses of the Company for the period ended 31 March, 2015;
3. That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
With a view to conserve the resources,
` in Lacs
2014-2015 2013-2014
Net Sales/Income from operations 17535.80
Other Income 883.77 253.89
Gross Profit (PBDT) 161.95 269.92
Depreciation 42.28 22.97
Provision for Taxation 54.94 86.16
Deferred Tax Asset 8.03 0.79
Net Profit/(Loss) 72.76 161.58
Add: Balance brought forward from Previous Year 301.85
Profit available for appropriation 374.61 420.29
*Proposed Dividend (74.10) 74.10
*Tax on Dividend (12.02) 12.02
258.71
ALCHEMIST REALTY LIMITED
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*The Company has reversed the dividend and the corporate dividend tax thereon as declared in the previous year as the same was not approved by the shareholders in the AGM dated 30th September, 2014.
3477.18
4. That we have prepared the Annual Accounts on a going concern basis;
5. That we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
6. That we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have furnished declarations that each of them meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT/REMUNERATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Nomination and Remuneration Committee constituted by the Company has formulated criteria for determining qualifications, positive attributes and independence of the Directors. The Committee has also recommended to the Board a Policy relating to remuneration ensuring:
i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of the quality required to run the company successfully;
ii. relation of remuneration to performance is clear and meets appropriate performance benchmarks; and
iii. remuneration to key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals.
EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARKS BY AUDITORS AND COMPANY SECRETARY IN PRACTICE
There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board. The Report of the secretarial auditor is given as an Annexure-2 which forms part of this report.
Further your Directors wish to clarify the various points/observations reported by the Statutory Auditors, as under: -
a) Observations in point no.(a) under the head “Emphasis of the matter”to the main reportregarding advances given to certain parties for purchase of properties in the name of company. Your directors wish to clarify that these advances are considered good as the company has clean title to the properties in terms of their purchase agreements. Court matters do tend to take time to resolve, however the company is confident of winning the cases and hence there is no need of any provision for these loans in the accounts.
b) Observations of second para in point no. (a) under the head of “Emphasis of the matter” to the main report regarding amount given to certain parties on account of franchisee fee and other expenses. Your directors wish to state that this matter is in active progress and shall be resolved /accounted for soon as the basic rights of franchisee have been established by RealogyCorprn.in our favour without any dispute. In fact the subsidiary century 21 properties (india) Pvt. Ltd. has already commenced business using these rights.
c) Observations in point no. (b) under the head “Emphasis of the matter” to the main Report in respect of interest free unsecured loans given to two parties. Your directors wish to state that the company has given these loans in accordance with agreements which inter-alia provide that these shall be interest free in lieu of options to convert them into equity shares at valuations which will compensate the company for the interest component. Hence no interest has been provided as due from these borrowers in these annual accounts in view of our contractual terms of lending.
d) Observations in point no.(c) under the head “Emphasis of the matter” to the main report regarding outstanding trade receivables for more than six months from the date become due for payment,these comments are self-explanatory and do not perhaps need further comment from the management.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans given, Investments made or Securities provide under section 186 of the Companies Act, 2013 have been disclosed in the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has formulated a Policy on Materiality of Related Party transactions and also on the dealing with related parties as required under Clause 49 of the Listing Agreement with the Stock Exchange.
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
ALCHEMIST REALTY LIMITED
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Your Directors draw attention of the members to Note 30 to the financial statements which set out related party disclosures.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
DIRECTORS AND KEY MANAGRIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Pavan Kumar Verma, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment.
thMr. Vinay Kumar Mittal was appointed as Additional Director cum Managing Director w.e.f. 28 May, 2015. Mr. Vinay Kumar Mittal will hold office till the date of the forthcoming Annual General Meeting (AGM) and a notice has been received from a Member proposing his candidature for being appointed as a Director of the Company.
thMs. Maria Fernandes was appointed as Additional Director of the company w.e.f. 25 March, 2015. A notice has been received from a Member proposing her candidature for being appointed as a Director of the Company.
Mr. Ram Pyara Chhabra resigned from the post of Directorship of the Company w.e.f. 05.06.2015 and Mr. Tarlochan Singh, Directors of the company has also resigned w.e.f. 15.04.2015 and Ms. Kaajal Aijaz ilmi, resigned from the post of Managing Director of the Company w.e.f.30.10.2014.
Further Mr. Shyam Kumar has been appointed as Company Secretary of the Company w.e.f. 06.07.2015 on recommendation of Nomination and Remuneration Committee and Mr. Vaibhav Sharma, Company Secretary of the company has resigned w.e.f. 12.06.2015.
RISK MANAGEMENT POLICY
The Board of Directors formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
ANNUAL EVALUATION OF BOARD
The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Clause 49 of the Listing Agreements.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s K. Singh & thAssociates, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the 30
rdAnnual General Meeting (AGM) of the Company held on September 30, 2014 till the conclusion of the 33 AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.
ALCHEMIST REALTY LIMITED
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SUBSIDIARY COMPANIESstAs on 31 March 2015, the Company has one wholly owned subsidiary i.e. Alchemist Hill Resorts Private Limited and one
Subsidiary i.e. Century 21 Properties India Private Limited.
In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. Alchemist Hill Resorts Pvt. Ltd. did not do any commercial activity during the financial year.
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the Financial Statement of the Company's subsidiaries in Form AOC-1 is attached as Annexure - 3.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the Stock Exchanges.
A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report are attached hereto.
The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company does not fall under the criteria as prescribed under section 135 (1) of the Companies Act, 2013, hence the Company is not required to constitute Corporate Social Responsibility Committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis of financial condition and results of operation of the Company for the year under review are given as a separate statement in this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
a.) In compliances of requirements of disclosure pertaining to conservation of energy, research & development and technology absorption, as prescribed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, there are no particulars to be disclosed relating to conservation of energy as your Company is in the real estate business and it does not have own manufacturing facility. Further the Company is making all possible efforts to conserve the energy by adopting best practices.
b.) The company has not imported any technology during the year.
c.) Foreign Exchange Earnings and Outgo:
(In terms of actual outflow)
Total Foreign Exchange Earnings : Nil
Total Foreign Exchange Outgo : Rs. 6650.06 Lacs
DISCLOSURE REGARDING REMUNERATION U/S 197 (12) OF THE COMPANIES ACT, 2013
Disclosure regarding remuneration as required under section 197(12) of the Companies Act, 2013 are annexed as Annexures- 4.
ACKNOWLEDGEMENT
Your Directors hereby express their appreciation for the cooperation and assistance received from stakeholders, banks, valued clients and business associates. Your Directors also wish to place on record their deep sense of appreciation for the diligent support and efforts of the employees at all levels towards the operations and growth of the Company.
By Order of the BoardFor ALCHEMIST REALTY LIMITED
Dated: 13.08.2015 (Vinay Kumar Mittal)Place: New Delhi Managing Director
ALCHEMIST REALTY LIMITED
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ANNEXURE-1 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2015 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management &
Administration) Rules, 2014.
I. REGISTRATION & OTHER DETA ILS
CIN L21100MH1983PLC029471
Registration Date 03/03/1983
Name of the Company Alchemist Realty Limited
Category/Sub)category of the Company
Company limited by shares/ Indian Non-Government Company
Address of the Registered office & contact details
62-B, Mittal Towers, 210, Nariman Point, Mumbai, Ma harashtra-400021 Ph. No. 022-22844368
Whether listed company Yes
Name, Address & contact details of the Registrar & Transfer Agent, if any.
M/s. Sharepro Services (I) Private Limited 13 AB, Samhita Warehousing Complex, 2
nd Floor, Sakinaka Telephone
Exchange Lane, Off. Andheri- Kurla Road, Sakinaka, Andheri (E), Mumbai- 400072 Phone- 022-67720300/ 67720400 Fax: 022-28591568 E-mail: [email protected] Website: www.shareproservices.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more
of the total turnover of the company shall be stated)
S. No.
Name and Description of main products / services
NIC Code of the Product/service
% to total turnover of the company
1. Real Estate Activities
68100 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIE S :
S. No. Name and Address of the Company
CIN/GLN Holding/Subsidiary of the Company
% of Shares held
Applicable Section
1. Century 21 Properties India Private Limited
U70109CH2013PTC034612 Subsidiary 99 2(87)
2. Alchemist Hill Resorts Private Limited
U55101CH2010PTC032443 Wholly Owned Subsidiary
100 2(87)
ALCHEMIST REALTY LIMITED
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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
Category of Shareholders
No. of Shares held at the beginning of the year
No. of Shares held at the end of the year % Change during the year Demat Physical Total % of
Total Shares
Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 0 0 0 0 0 0 0 0 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 33677535 0 33677535 45.45 33677535 0 33677535 45.45 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) (1)
33677535 0 33677535 45.45 33677535 0 33677535 45.45 0
(2) Foreign
a) NRI Individuals/ HUF
0 0 0 0 0 0 0 0 0
b) Other Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. (Ushin Ltd, Japan, Foreign Collaborator)
0 0
0
0 0 0
0
0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any other 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) (2)
0 0
0
0 0 0
0
0 0
Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)
33677535 0 33677535 45.45 33677535 0 33677535 45.45 0
B. Public Shareholding
1. Institutions 0 0 0 0 0 0 0 0 0
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks / FI 0 0 0 0 0 0 0 0 0
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds
0 0 0 0 0 0 0 0 0
f) Insurance Companies
0 0 0 0 0 0 0 0 0
g ) FIIs 15866713 0 15866713 21.41 15866713 0 15866713 21.41 0
h) Foreign Venture Capital Funds
0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 15866713 0 15866713 21.41 15866713 0 15866713 21.41 0
2. Non-Institutions
a) Bodies Corp. 15715895 0 15715895 21.21 15617920 0 15617920 21.08 -0.13
ALCHEMIST REALTY LIMITED
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b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 1 lakh
2342845 25100 2367945 3.20 2435628 25100 2460728 3.32 0.12
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh
6374631 0 6374631 8.60 6378614 0 6378614 8.61 0.01
c)Others 6Clearing Members
0 0 0 0 0 0 0 0 0
Non Resident Indians
98281 0 98281 0.13 99490 0 99490 0.14 0.01
OCBs 0 0 0 0 0 0 0 0 0
Foreign Nationals 0 0 0 0 0 0 0 0 0
Trusts 0 0 0 0 0 0 0 0 0
Foreign Bodies – D R
0 0 0 0 0 0 0 0 0
Sub-total (B)(2):- 24531652
25100 24556752
33.14 24531652 25100 24556752
33.14 0
Total Public Shareholding
(B)=(B)(1)+(B)(2) 40398365
25100 40423465
54.55 40398365 25100 40423465
54.55
C. Shares held by Custodian for GDRs & ADRs
0 0 0 0 0 0 0 0 0
Grand Total (A+B+C)
74075900 25100 74101000 100 74075900 25100 74101000 100 0
(ii) Shareholding of Promoter
S.No Shareholder’s Name
Shareholding at the beginning of the year
Shareholding at the end of the year
% change in shareholding during the year
No. of Shares
% of total Shares of
the company
%of Shares Pledged / encumbered to total shares
No. of Shares
% of total Shares of
the company
%of Shares Pledged / encumbered to total shares
1 KDS Corporation Pvt. Ltd 33677535 45.45 0 33677535 45.45 0 0
Total
33677535
45.45
0
33677535
45.45
0
0
(iii) Change in Promoters’ Shareholding (please spe cify, if there is no change *)
SN Particulars Shareholding at the beginning of the year
Cumulative Shareholding during the year
No. of shares
% of total shares of the company
No. of shares % of total shares of the company
At the beginning of the year Date wise Increase / Decrease in Promoters
Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):
At the end of the year
NO CHANGE IN SHARHOLDING
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(iv)Shareholding Pattern of top ten Shareholders:(Other than Directors, Promoters and Holders of GDRs and ADRs):
SN For Each of the Top 10 Shareholders
Shareholding at the beginning of the year
Shareholding at the end of the year
No. of shares % of total shares of the company
No. of shares % of total shares of the company
1 Endogram Leasing And Trading Company Private Limited
8605580 11.61 8605580 11.61
4 Plutus Terra India Fund 4117089 5.56 4117089 5.565 Varinder Pal Singh 3507930 4.73 3507930 4.73 6 Antara India Evergreen Fund Limited 2496000 3.37 2496000 3.37
8 Varinder Pal Singh HUF 1600000 2.16 1600000 2.16 9 Stream Value Fund 1543249 2.08 1543249 2.08 10 Sunil Talwar 952756 1.29 952756 1.29
(v) Shareholding of Directors and Key Managerial Personnel:
SN Shareholding of each Directors and each Key Managerial Personnel
Shareholding at the beginning of the year
Shareholding at the end of the year
Name of the Director/KMP No. of shares % of total shares of the company
No. of shares
% of total shares of the company
1. 2. 3. 4. V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.
NIL
Secured Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial year (FY-2014-15)
i) Principal Amount 2.96 26,130 0 26,132.96
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 2.96 26,130 0 26,132.96
Change in Indebtedness during the financial year
* Addition 0
2,526.51
0
2,526.51
* Reduction 0
0
0
0
Net Change 0
2,526.51
0
2,526.51
Indebtedness at the end of the financial year (FY-2014-15)
i) Principal Amount 0
28,656.51
0
28,656.51
ii) Interest due but not paid 0
0
0
0
iii) Interest accrued but not due 0
0
0
0
Total (i+ii+iii) 0 28,656.51 0 28,656.51
2 Davos International Fund 7013283 9.46 7013283 9.463 Basics Softsolutions Private Limited 4878500 6.58 4878500 6.58
7 Basics Softsolutions Private Limited 1888573 2.55 1888573 2.55
(Rs. in lacs)
ALCHEMIST REALTY LIMITED
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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PE RSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Rs. in Lacs)
SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Ms. Kaajal Aijaz Ilmi (Managing Director)
1 Gross salary:
(a) Salary including perquisites as per provisionscontained in
1961
section 17 of the Income-tax Act,25.96 25.96
(b) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
0 0
2 Stock Option 0 0 3 Sweat Equity 0 0 4 Commission
- as % of profit - others, specify
0 0
5 Others, please specify
0 0
Total (A)
25.96
25.96
Ceiling as per the
Act
@ 5% or 10% of profits calculated under Section 198 or withinthe limit as permissible under schedule v of the Companies Act,2013. The above remuneration was paid within the limits asprescribed under the Act.
B. Remuneration to other directors (Rs. in Lac s)
(*) excluding reimbursement of travel and other expenses incurred for the Company’s business/meetings.
S. No.
Particulars of Remuneration
Name of Directors
Total Amount
Mr. Tarlochan Singh Mr. Asoke Kumar Chatterjee
1 Independent Directors
Fee for attending board committee meetings
40,000 25,000
65,000
Commission Nil Nil Nil Others, please specify Nil Nil Nil Total (1)
65,000
2 Other Non-Executive Directors
Mr. R. P. Chhabra
Fee for attending board committee meetings 40,000 40,000 Commission Nil Nil Others, please specify Nil Nil
Total (2)
40,000
Total (B)=(1+2)
1,05,000Total Managerial Remuneration
1,05,000
Overall Ceiling as per the Act
ALCHEMIST REALTY LIMITED
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@ 1% of profits calculated under Section 198 of the Companies Act, 2013
(Rs. in Lacs)
S. No.
Particulars of Remuneration
Key Managerial Personnel
Mr. Alok Mittal (CFO)
Mr. Vaibhav Sharma
(CS)
Total
1 Gross salary
22.67 2.63 25.30
(b) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
0 0 0
2 Stock Option 0 0 0 3 Sweat Equity 0 0 0 4 Commission 0
- as % of profit 0 0 0
- others, specify 0 0 0
5 Others, please specify 0 0 0
Total 22.67 2.63 25.30
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of the Companies Act
Brief Description
Details of Penalty / Punishment/ Compounding fees imposed
Authority [RD / NCLT/ COURT]
Appeal made, if any (give Details)
A. COMPANY
Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B. DIRECTORS
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. Remuneration to Key Managerial Personnel Other than MD/ Manager/WTD
(a) Salary including perquisites as per provisionscontained in
1961
section 17 of the Income-tax Act,
ALCHEMIST REALTY LIMITED
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ANNEXURE-2
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
The Members,
Alchemist Realty Ltd.
CIN-L21100MH1983PLC029471
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Alchemist Realty Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon
Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion , the Company has , during the audit period covering the financial year ended on March 31, 2015 complied with the Statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2015 according to the provisions of;
1. The Companies Act, 2013 (the Act) and the rules made there under;
2. The Securities Contracts ( Regulation) Act, 1956(SCRA) and the rules made there under;
3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India , 1992 ( ' SEBI Act');
(a) The Securities and Exchange Board of India( Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines , 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registration to an Issue and Share Transfers Agents) Regulations, 1993;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
6. Other Laws applicable to the Company ;
i. Industrial Disputes Act, 1947
ii. The Payment of Wages Act, 1936
iii. The Minimum Wages Act, 1948
iv. Employee State Insurance Act, 1948
v. The Employee Provident Fund and Miscellaneous Provisions Act, 1952
vi. The Payment of Bonus Act, 1965
vii. The Payment of Gratuity Act, 1972
viii. The Contract Labour (Regulation and Abolition) Act, 1970
62-B, Mittal Towers,
210, Nariman Point, Mumbai-400021
ALCHEMIST REALTY LIMITED
12
ix. The Maternity Benefits Act, 1961
x. Competition Act, 2002
xi. The Income Tax Act, 1961
xii. Shops and Establishments Act, 1948
xiii. Legal Metrology Act, 2009
xiv. The Finance Act, 1994
We have also examined compliance with the applicable clause of the following;
I. The Secretarial Standards issue by the Institute of Company Secretaries of India.
II. The Listing Agreements entered into by the Company with Bombay Stock Exchange.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.
All decision at Board Meetings and Committee Meetings are carried unanimously as recorded in the minutes of the Meetings of the Board of Directors or Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
Tannu Mehta
(Practicing Company Secretary) Place: Chandigarh
Date: 12.08.2015
(Tannu Mehta)
Proprietor
ACS: 27945
CP: 10536
The Members,
Alchemist Realty Ltd.
62-B, Mittal Towers,
210, Nariman Point, Mumbai-400021
CIN-L21100MH1983PLC029471
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our Audit.
2. We have followed the audit practice and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4. Wherever required, we have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit Report is neither an assurance as to the further viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Tannu Mehta
(Practicing Company Secretary) Place: Chandigarh
Date: 12.08.2015
(Tannu Mehta)
Proprietor
ACS: 27945
CP: 10536
ALCHEMIST REALTY LIMITED
13
ANNEXURE-3
Form AOC-1
Statement containing salient features of the financial statement of subsidiaries/ Associate Companies/ Joint Ventures The disclosure under first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014.
Part “A”-Subsidiaries:
S.
No. Particulars
Name of Subsidiaries
Alchemist Hill Resorts Pvt.
Limited
Century 21 Properties India
Pvt. Ltd
1 Financial Year Ending 31-03-2015 31-03-2015
2 Currency & Exchange rate on the last day
of financial year Indian Rupees Indian Rupees
3 Share Capital 1,00,000 1,00,00,000
4 Reserves & Surplus Nil (1,56,55,614)
5 Total Assets 1,22,11,462 6,41,66,874
6 Total Liabilities 1,22,11,462 6,41,66,874
7 Investments Nil Nil
8 Turnover Nil 34,31,840
9 Profit before Taxation Nil (1,56,55,614)
10 Provision for Taxation Nil Nil
11 Profit after Taxation Nil (1,56,55,614)
12 Proposed Dividend Nil Nil
13 % of Shareholding 100% 99%
Note: 1. Name of Subsidiary which are yet to commenced operation:
- Alchemist Hill Resorts Pvt. Ltd.
2. Name of subsidiaries which have been liquidated or sold during the financial year:
- Nil
ALCHEMIST REALTY LIMITED
14
ANNEXURE-4
DISCLOSURE PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 4 & 5 OF THE COMPANIES (APPOINTMENT & REMUNARATION OF MANAGERIAL PERSONNEL) RULES 2014;PART-‘A’
S. No.
Requirements of Rule 5(1) Details
(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year
*Ms Kaajal Aijaz Ilmi ceased w.e.f. 30.10.2014 from the Post
of MD.
Executive Directors:
Ratio to Median Remuneration
Ms. Kaajal Aijaz llmi*
9.15
Non-Executive Directors:
Mr. R P Chhabra 0.14 Mr. Asoke Kumar Chatterjee 0.09 Mr. Tarlochan Singh 0.14 Ms. Maria Fernandes 0 Mr. Pavan Kumar Verma 0
(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
Percentage in brackets represents negative percentage
Name of Directors/ KMP
% Increase in Remuneration
Mr. Pavan Kumar Verma 0 Ms. Kaajal Aijaz llmi 0 Mr. R. P. Chhabra (27.00) Mr. Asoke Kumar Chatterjee 80.00 Mr. Tarlochan Singh (11.11) Ms. Maria Fernandes 0 Mr. Alok Mittal 0 Mr. Vaibhav Sharma 0
(iii) the percentage increase in the median remuneration of employees in the financial year
34%
(iv) the number of permanent employees on the rolls of company
45
(v) the explanation on the relationship between average increase in remuneration and company performance;
As per Industry Standards.
(vi)
comparison of the remuneration of the Key Managerial Personnel against the performance of the company
Particulars
Rs./ lac
Remuneration of Key Managerial Personnel (KMP) during financial year 2014-15 (aggregated)
53.10
Revenue from operations 3477.18 Remuneration (as % of revenue) 1.53% Profit before tax (PBT) 119.67 Remuneration (as % of PBT) 44.37%
(vii) variations in the market capitalizatioen of thcompany, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year
Particulars
Unit
31.03.2015
31.03.2014
Variation (%)
Closing rate of share at BSE
Rs. 4.50 2.90 55.17
EPS (Consolidated)
Rs. (0.11) 0.22 (150.00)
Market Capitalization
Rs./ Lac
3324.55 2148.93 (54.71)
Price Earnings ratio
Ratio (40.91) 13.18 (410.39)
ALCHEMIST REALTY LIMITED
15
(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
The average increase in salaries of employees other than managerial personnel in 2014-15 was 8.71 %.
Percentage increase in the managerial remuneration for the year was Nil %.
(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;
Particulars MD CFO
CS
Rs./ lac
Rs./ lac
Rs./ lac
Remuneration 26.05 24.42 2.63 Revenue from operations Rs. 3477.18 Lacs Remuneration (as % of revenue)
0.75 0.70 0.08
Profit before tax (PBT) Rs. 119.67 Lacs Remuneration (as % of PBT)
21.77 20.41 2.20
(x) the key parameters for any variable component of remuneration availed by the directors
a) Performance review of the individual basis the Key Responsibility Areas (KRAs) and other measurable Indicators.
b) Performance of the organization in that year and
Profitability along with other financial outcomes.
(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and
Name
Ratio
Mr. S.S. Jarry 1.59 Mr. Vinay Kumar Mittal 2.51
(xii) Affirmation that the remuneration is as per remuneration policy of the company. Yes, the remuneration is as per Company's policy.
ALCHEMIST REALTY LIMITED
16
PART –‘B’
Particulars of Employees u/s 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Name
Age (Years
) Designation
Remuneration
(per month)
Qualification
Exp. (Yrs.)
Date of Commencement
of Employment
Previous Employment No. of Shares Held in
the Company
% of shares held to Total
Share Capital Name of
Employer
Post Held
( Rs. in lacs)
Mr. S. S. Jarry (Ceased w.e.f. 31.07.2014)
65
Director & CEO 5.90
Electrical Engg.
42 04.11.2010
Sweta Estates Pvt. Ltd. & Allied Companies
Director Nil N.A.
Mr. V.K. Mittal 52 CEO 9.33
B. E. (Civil), LL.B, MBA 30 05.08.2014
M3M India Ltd.
President
Nil N.A.
NOTES: 1. Nature of Employment: All appointments are/were contractual and terminable by notice on either side. 2. Other Terms and conditions: As per Company rules. 3. All the employees have adequate experience to discharge the responsibilities assigned to them. 4. None of the employees mentioned above is the relative of any director of the company.
MANAGEMENT DISCUSSION AND ANALYSIS
THE MACRO ECONOMIC SCENARIO
The global economy belied initial optimism and continued to remain patchy in 2014 however it is expected to rise moderately to 3.0 percent in 2015 and average about 3.3 percent through 2017. While the global output increased by 3.3%, lower than initial expectations, emerging and developing economies performed better (4.4%) than developed economies (1.8%).High-income countries are likely to see growth of 2.2 percent in 2015-17, up from 1.8 percent in 2014, on the back of gradually recovering labour markets, fiscal consolidation and lower financing costs. Sizable uncertainty about oil prices has added a new risk dimension to the global growth outlook.
The Indian economy has been reporting a growth of less than 5% for the past two financial years. India's GDP growth was 4.5% and 4.7% in F.Y. 2013 and F.Y. 2014, respectively. However since the start of F.Y. 2015, business and investor sentiments have been positive which coincided with the new government assuming power at the Centre. According to Indian Finance Ministry, the annual growth rate of the Indian economy is projected to have increased to 7.4% in 2014-15 as compared to 6.9% in the fiscal year 2013-14. The new growth numbers have been arrived at after a revision of the way GDP is calculated in India. The Central Statistics Office has revised the base year on which comparisons are made to 2011-12 from 2004-05. Post the revision, GDP growth stands at 6.9 percent (from 4.7 percent) in FY14 and 5.1 percent in F.Y.13.
REAL ESTATE SECTOR IN INDIA
The Real estate is one of the fastest growing sectors contributing about 6 percent to India's GDP but it is a critical sector for India's economy due to its large potential for employment generation, capital attraction and revenue generation for the Government. After witnessing fluctuating business cycles in the last decade, the real estate sector witnessed a slowdown in F.Y. 2015 due to moderate end user demand, rising inventory and high finance costs. However, despite adverse sector dynamics, prices were resilient in most cities and have dropped only in select micro markets.
A number of factors are expected to contribute to the growth of housing demand in India. Chief among them are rapid urbanisation rates, a decreasing average household size and easier availability of home loans.
The effect of urbanisation rates on housing demand is most profound in the Tier 1 cities, where a large influx of migrants is causing housing demand to surge. The socio-cultural shift towards nuclear families is also providing an additional impetus to housing demand in India. The urban sector currently contributes around to 60% of India's GDP. The link between the economic performance of cities and the national economy is only likely to get stronger as the rate of urbanization increases.
Housing and urban development are key priorities of the new government. The new Government is expected to drive reforms and regulations that are long overdue. The recent policy measures to relax Foreign Direct Investment (FDI) norms, provide housing for all by 2022, create 100 smart cities and approve Real Estate Investment Trusts (REITs) have boosted the confidence of stakeholders.
The key factors responsible for such a strong growth in the industry are favorable demographics, a large population base, rapid urbanization, growing trend towards nuclear families, rural–urban migration, ever-developing infrastructure, higher income levels and housing demand.
MARKET DYNAMICS
The real estate market in India is projected to post annual revenues of US$ 180 billion by the year 2020. The demand for housing sector is anticipated to appreciate at compound annual growth rate (CAGR) of 22 per cent during 2013-2018, with metropolitan cities expected to contribute 50 percent out of this growth.
The built-up mall area across seven cities - Chennai, Delhi, Bengaluru, Mumbai, Kolkata, Hyderabad and Pune - stood at 76 million square feet (sq ft) at the end of 2013. Among the cities, Delhi and Mumbai lead the rest of the country in terms of the highest concentration of shopping malls, accounting for 62 per cent of pan-India mall stock. They are followed by Chennai and Bengaluru, which together constitute around 20 per cent of built-up mall space in the country.
COMPANY'S PERFROMANCE
Alchemist Realty Limited is an India–based company engaged in real estate business. The Company operates in real estate sale purchase and development. The Company has taken initiative and has focussed on development of projects.
INVESTMENT OPPORTUNITIES
India is likely to witness the more demand for office space in 2015 among the top 30 cities in the Asia-Pacific region. Office space absorption in India is expected to reach 132 million sq ft by 2017 across the eight major metros - Delhi-NCR, Mumbai, Bangalore, Chennai, Hyderabad, Ahmedabad, Kolkata, and Pune, as per real estate consultancy firm Cushman & Wakefield.
The Indian retail realty sector is projected to grow at around 15 per cent year-on-year over the next few years. Net addition to mall space in Chennai, Delhi, Bengaluru, Mumbai, Kolkata, Hyderabad and Pune was set to more than double to 11.6 million sq ft in 2014.
The construction development sector, including townships, housing, built-up infrastructure and construction-development projects garnered total FDI worth US$ 22,994.20 million in the period April 2000–December 2013.
ALCHEMIST REALTY LIMITED
17
Construction (infrastructure) activities during the period received FDI worth US$ 2,352.64 million, according to the Department of Industrial Policy and Promotion (DIPP).
SEGMENT WISE PERFORMANCE
The Company operates in only one segment of real estate; hence this is the only reporting segment.
RISKS & CONCERNS
The real estate construction is labour and capital intensive and the real estate and construction business is the second largest employer in the nation after agriculture. Significantly, real estate also forms the basic input for a variety of other sectors such as IT/ITES, retail and trading, manufacturing etc. and has substantial multiplier effect on other sectors of the economy. Therefore any decline in construction may lead to adverse impacts on the Indian Economy such as increased unemployment rates, reduced business investments, reduced off-takes on primary sectors such as mining and Steel production etc. thus, the Indian real estate needs to be provided with requisite government and institutional support to ensure its long term and sustainable growth in a manner that is beneficial to all segments of society and it should be pronounced at par with other sectors such as electricity, water, roads and highways within the scope of infrastructure sector.
The Indian real estate sector at present is facing challenges like increased land cost, delay in approvals, lack of availability of funds both at buyer and developer's level, under-developed infrastructure and skilled manpower.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal control systems in place. It has well-defined systems and procedures covering all financial and operating functions. These controls have been designed to provide an assurance with regard to maintaining proper accounting records, controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability in financial reporting.
Company has an Internal Audit Department as well as an independent audit firm which conducts periodical internal audits to ensure adequacy of internal control systems, adherence to management policies and compliance with applicable laws and regulations.
The internal control system is subject to internal audit. The internal audit programme is reviewed by the Audit Committee at the beginning of each financial year and quarterly progress reports are placed before the Committee. The Company continued its efforts to define its control mechanisms and to align its processes with best practices in these areas.
HUMAN RESOURCES
Human resource continues to be the backbone of Alchemist Realty Limited's business. The Company lays strong emphasis on attracting and retaining the best talent. Personal development initiatives including training, both technical and managerial are regularly conducted to enhance human potential. The basic policy of the Company regarding Human resource is to treat human resources as business partner with primary goal to contribute to the organization's growth and to multifarious development of its employees.
FINANCIAL AND OPERATIONAL PERFORMANCE
During the year under review, Your Company has registered a consolidated turnover of Rs. 3511.50 Lacs (Previous year Rs. 17535.80 Lacs) which results in net losses of Rs.83.80 Lacs (Previous year profit of Rs. 133.67 Lacs).
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis describing the Company's objectives, expectations, predictions and assumptions may be 'forward looking' within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed herein. Important factors that could influence the Company's operations include global and domestic economic conditions affecting demand, supply, price conditions, change in Government's regulations, tax regimes, the laws and other factors such as litigation and industrial relations.
ALCHEMIST REALTY LIMITED
18
REPORT ON CORPORATE GOVERNANCE
In compliance with Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd., the Company submits the report on the matters mentioned in the said clause and lists the practices followed by the Company.
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
At Alchemist Realty Limited's we firmly believe in significance of establishing the highest standards in good corporate governance and to attain high level of transparency, integrity and accountability. Our policies and procedures exemplify our core values in utmost professionalism across all functions of our organization. The company has, and will, continually endeavour to improve corporate practices, methodologies, and procedures to ensure that long term value is realized for all stakeholders of our organization. We aim to consistently offer our shareholders, customers, employees, vendors and the larger community mutually beneficial value through transparency in our associations, quality in our products and services, and integrity in our relationships. At Alchemist Realty, we believe in maximizing stakeholder's value, profitability and growth including interaction with employees, shareholders, institutions, banks and all its business associates.
We take pleasure in informing that your company's existing policies are in complete conformity with the requirements prescribed under Clause 49 of the listing agreement.
The Company has implemented all mandatory requirements. The Company has a sound control and risk management policy.
2. BOARD OF DIRECTORS :
i) Composition:
The Board of Directors of the Company comprises of five Directors.
ii) Number and date of Board meetings held during the year 2014-2015: th thDuring the year 2014-2015, five Board Meetings were held on the following dates namely 29 May 2014, 13
th th thAugust 2014, 13 November 2014, 13 February 2015 and 25 March 2015.
iii) Attendance at Board Meeting and last AGM and details of Directors/Membership in other Boards and Board Committees:
3. AUDIT COMMITTEE :
The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements entered into with the stock exchanges read with Section 177 of the Companies Act, 2013.
1) Brief description of terms of reference:
The Board, as required under section 177 of the Companies Act, 2013 has laid down the terms of reference which briefly are as under:-
Name of the Director Office/Designation Executive/
Non-Executive Independent/
Non Independent Mr. Vinay Kumar Mittal
1
Managing Director
Executive
Non Independent Ms. Kaajal Aijaz Ilmi
2
Managing Director Executive Non Independent
Ms. Maria Fernandes3 Director Non-Executive Independent
Mr. Asoke Kumar Chatterjee Director Non-Executive Independent
Mr. R. P. Chhabra4
Director Non-Executive
Mr. Pavan Kumar Verma Director Non-Executive
Mr. Tarlochan Singh5
Director Non-Executive Independent
Name of Directors
Director Identification
Number
No. of Board
Meetings attended
Attendance at
the Last AGM
No. of Other Directorships6 and Committee Membership/Chairmanship
Directorship
Committee Membership
Committee Chairmanship
Mr. Vinay Kumar Mittal
1 00287042 0 No 9 0 0
Ms. Kaajal Aijaz Ilmi2 01390771 2 No 2 0 0
Ms. Maria Fernandes3
07134540 0 No 10 2 1
Mr. Asoke Kumar Chatterjee
00266151 5 No 10
0 2
Mr. R. P. Chhabra4 00056255 5
Yes 16 2 0
Mr. Pavan Kumar Verma 00213365 5 No 20 3 2
Mr. Tarlochan Singh5 00836456 5 No 3 0 0
1. Appointed with effect from 28-05-2015. 2. Resigned with effect from 30.10.2014. 3. Appointed with effect from 25.03.2015. 4. Resigned with effect from 05.06.2015. 5. Resigned with effect from 15.04.2015. 6. Excludes viz. Private / Overseas Companies.
ALCHEMIST REALTY LIMITED
19
a) To recommend for the appointment, remuneration and terms of appointment of auditors;
b) To review and monitor the auditor's independence and performance, and effectiveness of audit process;
c) To examine the financial statement and the auditors' report thereon.
d) To approve transactions with related parties.
e) To scrutinize inter-corporate loans and investments;
f) To evaluate internal financial controls and risk management systems.
In addition, the Audit Committee keeps in view its role as provided under Clause 49 of the Listing Agreement including review of financial statement of material unlisted subsidiary company.
2) Composition, Name of Members, Meeting and Attendance:
thDuring the year 2014-15, The Audit Committee of the company was reconstituted on 29 May, 2014 by having the following members viz. Mr. R.P. Chhabra, Mr. Tarlochan Singh and Mr. Asoke Kumar Chatterjee
thand again reconstituted on 25 March, 2015 by having the following members viz. Ms. Maria Fernandes, Mr. Pavan Kumar Verma and Mr. Asoke Kumar Chatterjee. During the financial year 2014-15, four Audit
th th th thCommittee meeting were held viz. 29 May 2014, 13 August 2014, 13 November 2014 and 12 February 2015. The Company Secretary acted as Secretary of the Audit Committee.
4. NOMINATION AND REMUNERATION COMMITTEE :
1) Brief description of terms of reference:
As required under section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee:-
a) Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;
b) Carry out evaluation of every director's performance;
c) Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
In addition, the Nomination and Remuneration Committee keeps in view its role as provided under Clause 49 of the Listing Agreement.
2) Composition and Attendance of members:
The composition of the nomination and remuneration committee and the details of meetings attended by its members are given below:
S No. Name of Committee Member Position No. of meetings attended No of
Meeting held 1. Mr. R.P. Chhabra
1 Chairman (Independent ) 4 4
2. Ms. Maria Fernandes
Chairman (Independent) 0 0
3. Mr. Tarlochan Singh2
Member 4 4
4. Ms. Kaajal Aijaz Ilmi3
Member 1 1 5. Mr. Pavan Kumar Verma
Member 0 0
6. Mr. Asoke Kumar Chatterjee Member 2 3
1. Ceased w.e.f. 25.03.2015 2. Ceased w.e.f. 25.03.2015 3. Ceased w.e.f. 29.05.2014.
Name No. of meetings held No. of meetings attended Ms. Maria Fernandes (Chairman)
1 0 0
Mr. Tarlochan Singh2 1 1
Ms. Kaajal Aijaz Ilmi3
1 1 Mr. R. P. Chhabra
4 1 1
Mr. Asoke Kumar Chatterjee 0 0 Mr. Pavan Kumar Verma
5 1 1
1. appointed w.e.f. 25.03.2015 2. Ceased w.e.f. 25.03.2015 3. Ceased w.e.f. 29.05.2014
ALCHEMIST REALTY LIMITED
20
stDuring the financial year, one meeting of Nomination and Remuneration Committee was held on 01 May, th2014. The Nomination and Remuneration Committee was reconstituted on 29 May, 2014 by having the
following members viz. Mr. Tarlochan Singh (Chairman), Mr. Asoke Kumar Chatterjee and Mr. R.P.Chhabra thand again reconstituted on 25 March, 2015 by having the following members viz. Ms. Maria Fernandes
(Chairman), Mr. Pavan Kumar Verma and Mr. Asoke Kumar Chatterjee.
3) Remuneration policy:
The Nomination and Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of the Directors. The Committee has also recommended to the Board a Policy relating to remuneration ensuring:
a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of the quality required to run the company successfully;
b) relation of remuneration to performance is clear and meets appropriate performance benchmarks; and
c) remuneration to key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
In accordance with Section 178 (5) of the Companies Act, 2013 the existing Investors Grievance Committee was dissolved w.e.f. May 29, 2014 and Stakeholders Relationship Committee is constituted to look after the redressal of the grievances as received by the Company from Security Holders. This Committee comprises of Mr. R.P. Chhabra (Chairman) and Ms. Kaajal Aijaz Ilmi (Member).
4) Details of remuneration/sitting fees paid to Directors:
a) Non-Executive Directors:
b) Managing Directors:
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board constituted a Stakeholders Relationship Committee to consider and resolve the grievances of security holders of the company.
1) Composition, Names of Members and Position:
4. Ceased w.e.f. 25.03.2015
5. Ceased w.e.f.29.05.2014 & again held membership w .e.f. 25.03.2015
S No. Name of Directors Sitting Fees (Rs.)
1. Mr. Asoke Kumar Chatterjee 25,000
2. Mr. R. P. Chhabra 40,000
3. Mr. Tarlochan Singh 40,000
4. Mr. Pavan Kumar Verma 0
5. Ms. Maria Fernandes 0
Name of Directors Salary (Rs. in lacs) Perquisites & Other
Allowances (Rs. in lacs)
Ms. Kaajal Aijaz Ilmi 11.23 14.73
S No. Name Position
1. Mr. Pavan Kumar Verma Chairman
2. Mr. R.P. Chhabra1 Chairman
3. Mr. Vinay Kumar Mittal Member
ALCHEMIST REALTY LIMITED
21
2) Name and Designation of Compliance Officer:
Mr. Shyam Kumar
Company Secretary
Alchemist Realty Limited
23, Nehru Place, New Delhi
Tel. 011-40600800
3) Details of Complaints received and redressed during the year 2014-15:
6. CODE OF CONDUCT:
As required by Clause no. 49 of the listing agreement, the Company has adopted a code of conduct for its Directors and Senior Executives. The CEO has given a declaration that all the Directors and Senior Executives have affirmed the compliance with the Code of Conduct. A declaration to this effect signed by Mr. Vinay Kumar Mittal, Managing Director is attached to this report.
7. CEO/CFO CERTIFICATION:
A certificate from Mr. Vinay Kumar Mittal, Managing Director and Mr. Alok Mittal, Chief Financial Officer of the company as per the requirement of clause 49 of the listing agreement is annexed and form part of the report.
8. AUDITORS CERTIFICATE ON COPRORATE GOVERNANCE:
A certificate from the Statutory Auditors of the company confirming compliance with clause 49 of the listing agreement relating to Corporate Governance is annexed to and forms part of this report.
9. GENERAL BODY MEETINGS:
1. Details of Last three Annual General Meeting:
2. Special Resolutions passed during last three Annual General Meeting:
No Special Resolution has been passed by the Shareholders in the last three Annual General Meeting.
3. Resolution passed through postal ballot:
No resolution was passed through postal ballot during the year.
10. DISCLOSURES:
During the year under review:
I. There are no transactions of material nature with the promoters, the directors of the management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large.
II. No penalties or strictures have been imposed on the Company by Stock Exchange or SEBI or any other Statutory Authority on any matter related to Capital Market during the last three financial years.
III. A qualified Practicing Company Secretary carried out Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Ltd, (NSDL) and Central Depository Services (India) Ltd, (CDSL) and the total issued and listed capital. The said Audit Report confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
4. Ms. Kaajal Aijaz Ilmi2 Member
1. Ceased w.e.f. 25.03.2015
2. Ceased w.e.f.13.08.2014.
Opening Balance
No. of Complaint Received
No. of Complaints Resolved
No. of Complaints Pending
Nil Nil Nil Nil
Mumbai-400007 2012-2013 24
th September 2013 at 11.00 A.M. The Orient Club, 9 Chowpatty Sea Face
Mumbai-400007 2013-2014 30th September, 2014 at 10.00 A.M. The Orient Club, 9 Chowpatty Sea Face
Mumbai-400007
Year Date and Time Venue 2011-2012 26
th September 2012 at 11.30 A.M. The Orient Club, 9 Chowpatty Sea Face
ALCHEMIST REALTY LIMITED
22
11. MEANS OF COMMUNICATION :
The Quarterly, half-yearly and annual results of the Company are sent to the Stock Exchange(s) in accordance with the Listing Agreement and are published in the newspapers namely Free Press Journal & Nav Shakti.
12. GENERAL SHAREHOLDER'S INFORMATION:
i AGM Date, Time & Venue Thursday, 24th September, 2015 at 10.00 a.m.
The Orient Club, 9, Chowpatty Sea Face, Mumbai -400007
ii Financial Calendar 2015-16 ( Tentative)
a) 30th
June, 2015 b) 30
th September, 2015
c) 31st December,2015
d) 31st March, 2016/Audited Yearly
Results
On or before 14
th day of August, 2015
On or before 14th
November, 2015 On or before 14
th February, 2016
On or before 30th
May, 2016
iii Book Closure Date Tuesday, 22nd
September, 2015 to Thursday, 24th
September, 2015 (Both days inclusive)
iv Dividend Payment Date N.A.
i) Quarterly Results
The quarterly Results are taken on record by Board of Directors of the Company for every quarter and notified to Stock Exchange in compliance with clause 41 of the Listing Agreement.
ii) Publications in Newspapers English: Free Press Journal
Vernacular: Nav Shakti
iii) Website where displayed BSE website
iv) Whether it also displays official NO
news releases? v) Whether presentation made to NO
Institutional Investors or to Analysts?
v Listing on Stock Exchange BSE Limited 1
st Floor, Phiroze, Jeejeebhoy Towers,
Dalal Street, Mumbai – 400 001 Note: Your Company has already paid the Listing
fees to the Stock Exchange for the F.Y. 2014-15 &
F.Y. 2015-16
vi Stock Code
ISIN Number
532114 INE646D01024
vii Market Price Data As per table -I below
viii Performance in comparison to broad-based BSE Sensex
As per Chart given below
ìx Registrar and Share Transfer Agent Sharepro Services (India) Pvt. Ltd. 13AB, Samhita Warehousing Complex, Second Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai-400072 Tel. 022-67720300/400. E-mail: [email protected]
ALCHEMIST REALTY LIMITED
23
Results for the Quarter ending:
x Share Transfer System All Shares transfers are handled by Registrar andShare Transfer Agents. Share sent for transfer are registered and returned in approximately 15 to 20 days from the date of receipt of documents, if the documents are complete in all respects.
xi Distribution of Shareholdings As per Table II & III given below.
xii Dematerialisation of shares and Liquidity As oncompany (99.966% of the total issued capital) were held in Demateriazed Form and 25100 Equity Shares (0.034% of total issued capital) were held in physcial form.
xiii Outstanding GDRs/ADRs/Warrants or any
Convertible instruments, conversion date and likely impact on equity.
Not Applicable
xiv Address for Correspondence Regd. Off.:
62-B, Mittal Towers, 210, Nariman Point, Mumbai – 400021.
Corporate Off.: 23, Nehru Place, New Delhi - 110019
31.03.2015, 74075900 Equity Shares of the
TABLE-I
Market Price Data: Monthly high and low quotations of shares and volume of Equity Shares traded on Bombay Stock ExchangeL imited (BSE) for the year ended 31
st March, 2015 are as follows:-
Month Quotation at Bombay Stock Exchange (BSE)
High (Rs.) Low (Rs.)
Monthly Vol. (Qty.)
April, 2014 4.09 2.90 18429
May, 2014 4.85 3.30 47482
June, 2014 6.84 4.55 94180
July, 2014 6.00 4.37 26413
August, 2014 4.16 3.27 32729
September, 2014 5.00 3.80 40981
October, 2014 4.67 3.55 41442
November, 2014 6.36 3.77 104255
December, 2014 6.70 5.05 22113
January, 2015 6.12 4.75 16469
February, 2015 5.89 4.50 21972
March, 2015 5.98 4.50 17578
Present Face Value of Equity Shares is Rs. 2/- each.
ALCHEMIST REALTY LIMITED
24
TABLE-II Distribution of Shareholding as on 31
st March, 2015:
No. of Equity Number of % of No. of % of
Shares held Shareholders Shareholders Shares held shareholding
1-5000 1709 93.08 1223687 1.06
5001-10000 60 3.27 465379 0.63
10001-15000 22 1.20 284468 0.38
15001-20000 12 0.65 220361 0.30
20001-25000 5 0.27 109088 0.15
25001-50000 14 0.76 502502 0.68
50001 & above 14 0.76 71295515 96.21
Grand Total 1834 100 74101000 100
Physical Mode 6 0.33 25100 0.03
Electronic Mode 1830 99.67 74075900 99.97
TABLE-III
Category of Shareholders as on 31st
March, 2015:
Category No. of Shares Percentage
Promoters and Associates 33677535 45.45
Foreign Institutional Investors 15866713 21.41
Private Corporate Bodies 15617920 21.08
Indian Public 8839342 11.93
NRI's/ OCB's 99490 0.13
Total 74101000 100.00 %
By Order of the Board
For ALCHEMIST REALTY LIMITED
Dated: 13.08.2015 (Vinay Kumar Mittal)
Place: New Delhi Managing Director
ALCHEMIST REALTY LIMITED
25
CERTIFICATION BY CEO/CFO UNDER CLAUSE 49 OF THE LISTING AGREEMENT
(a) We, Vinay Kumar Mittal, Managing Director and Alok Mittal, Chief Financial Officer of Alchemist Realty Limited, do sthereby certify, that we have reviewed Financial Statements and Cash Flow Statements for the year ended 31
March, 2015 and to the best of our knowledge and belief :
i. These statements do not contain any materially untrue statement or omit any material fact nor do they contain statements that might be misleading.
ii. These statements together present a true and fair view of the company's affairs and are in compliance with the existing accounting standards and/or applicable laws/regulations.
(b) There are, to the best of my knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the Company's code of conduct and do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading.
(c) We accept responsibility for establishing and maintaining internal controls and have evaluated the effectiveness of internal control systems of the company and it has been also disclosed to the auditors and the Audit Committee that there are no deficiencies in the design or operation of internal controls.
(d) We have disclosed to the auditors and as well as the Audit Committee
i. Significant changes in internal control over financial reporting during the year;
ii. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and there are no instances of significant fraud, that involves management or employees having a significant role in the company's internal control systems.
Dated: 28.05.2015 Alok Mittal Vinay Kumar Mittal
Place: New Delhi Chief Financial Officer Managing Director
Declaration by the Managing Director under Clause 49(1)(D)(ii) of the listing agreement
I, hereby declare that to the best of my knowledge and belief, all the members of the Board and Senior Management stPersonnel of the Company have affirmed compliances with the Code of Conduct for the year ended 31 March 2015.
For ALCHEMIST REALTY LIMITED
(Vinay Kumar Mittal)
Date: 13.08.2015 Managing Director
Place: New Delhi
ALCHEMIST REALTY LIMITED
26
AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members of
Alchemist Realty Limited
Mumbai.
We have examined the compliance of the conditions of Corporate Governance by ALCHEMIST REALTY LIMITED for the styear ended 31 March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said company, with the Stock
Exchanges.
The Compliance of the conditions of Corporate Governance is the responsibility of the management of the Company. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
stWe state that in respect of investor grievances received during the year ended 31 March, 2015, no investor grievances are unattended/pending for a period exceeding one month against the Company as certified by the Registrars of the Company and details presented to the Investor Grievance Committee of the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For K. Singh & Associates
Chartered Accountants
Kultar Singh (Partner)
M. No. 091673
Place: New Delhi
Dated: 13.08.2015
ALCHEMIST REALTY LIMITED
27
INDEPENDENT AUDITORS' REPORT
To the Members of
Alchemist Realty Limited.
Report on the Financial Statements
1. We have audited the accompanying standalone financial statements of Alchemist Realty Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standard specified under Section 133 of the Act, read with the provision of the Companies (Accounts) Rules, 2014. This responsibility includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentations of the financial statements that give a true and fair view and free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
3. Our responsibility is to express an opinion on these Standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under.
5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our Qualified audit opinion on the Standalone financial statement.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and its Cash Flow for the year ended on that date.
Emphasis of the Matter
a. Attention is invited to note No 14.1 and 14.2 of the financial statements wherein amount of Rs. 5867.44 lacs has been shown under the head of long term advances, “out of which Rs. 1247.14 Lacs has been given to various parties and the matter is sub judice in various courts for acquiring properties and advances amounting to Rs. 1830.12 lacs given to various other parties but the sale deeds for properties have not so far been executed in favor of the company”. These advances have been considered as good by the management of the company . It is relevant to point out that these are material advances and are pending since long, more than three years, and the management has not made any provision for the same.
Attention is also invited to note No 14.3 of the financial statements for amount shown under the head “ long term advance Rs. 1887.92 Lacs given to various parties on account of franchisee fee and other expenses for acquiring rights of Realogy Corpn. Inc. USA for their brand (Century 21 ) which is recoverable from its subsidiary Century 21 Properties (India) Pvt. Ltd as and when the rights will be transferred to it”. It is relevant to note that the amount has been advanced since long and rights have not been transferred so far.
ALCHEMIST REALTY LIMITED
28
b. We draw attention to note 14.4, the company has advanced as loan a sum of Rs.7.21 Cores to two parties as interest free unsecured loan, the same is in violation of sub section 7 of section 186 of the Companies Act 2013. This sub section requires the “No loans shall be given under this section at a rate lower than the prevailing yield of one year, three year, five year or ten year Government Security closest to the tenure of the loan.
c. Attention is invited to note No 17 and 17.1 of the financial statements which states Trade receivables amounting to Rs. 14931.00 lacs out of Which export debtors for merchant trade transaction are 14171.29 lacs and other receivables are Rs. 742.10 which are outstanding for more than six months from the date they become due from payment. Attention is invited to point 17.1 wherein the company has extended credit from time to time as per the market practice for export debtors and regular follow up is being done to recover the same and management is confident to recover the same, in view of the same, management feels that the same are recoverable and there is no need to make the provision at this juncture. For other receivables amounting to Rs. 742.10 lacs, these are long outstanding for more than 3 years and the management has not made any provision for the same.
Report on Other Legal and Regulatory Requirement's
9. As required by the Companies (Auditor's Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.
10. As required by section 143(3) of the Act, we report that:-
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies(Accounts) Rules,2014;
e) In our opinion the matter described in observation and comments made in Emphasis of the matter can adversely affect the functioning of the company.
f) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164(2) of the Companies Act, 2013.
g) With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of Companies (Audit and Auditors)Rules, 2014 in our opinion and to the best of our information and according to explanations given to us:
i. The Company has not disclosed the impact of pending litigations in its financial statements with respect to suits on or by the company in respect of suits filed by the company for acquisition of properties as referred to in note 14.1 and 14.2 of the financial statements.
ii. The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There no amounts which required to be transferred, to the Investor Education and Protection Fund by the company
FOR K.SINGH & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm No. 012458N
KULTAR SINGH
PLACE : New Delhi Partner
DATED:28/05/2015 Membership No. 091673
ALCHEMIST REALTY LIMITED
29
Annexure to the Independent Auditors' Report
The Annexure referred to in our Independent Auditors' Report of even date to the members of Alchemist Realty stLimited on the financial statements as of and for the year ended 31 March, 2015 . We report that:
1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.
(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations given to us, no substantial part of fixed asset has been disposed during the year and therefore it does not affect the going concern status of the company.
2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.
(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.
3. a) According to information and explanations given to us, the company has granted unsecured loan to two subsidiary company, i.e. Alchemist Hill Resorts Private Limited and Century 21 Properties India Private Limited (party covered under section 189 of the companies Act. 2013) amounting to Rs. 721.12 Lacs which is prejudicial to the interest of the company.
i) The principle amounts are repayable over the varying periods as informed to us , while the interest is recoverable at the discretion of the company.
ii) We are unable to comment on the overdue amount of Rs One lakh in respect of principle and interest as necessary documents, terms and conditions on which loans have been given have not been made available to us .
4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and for the sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.
5. According to the information ad explanation given to us, the company has not accepted deposits from public. Therefore the provision of clause (v) of paragraph 3 of CARO 2015 are not applicable to the company
6. The rules prescribed by the Central Government for the maintenance of cost records under sub-section (1) of section 148 the Companies Act, 2013 are not applicable to the Company.
7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations
stgiven to us there were no outstanding statutory dues as on 31 of March, 2015 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.
8. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.
9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.
10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution the terms and conditions whereof are prejudicial to the interest of the company.
ALCHEMIST REALTY LIMITED
30
11. The Company has not raised any new term loan during the period. The total amount of vehicle loan from HDFC Bank Ltd has been repaid during the year.
12. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the management.
FOR K.SINGH & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm No. 012458N
KULTAR SINGH
PLACE : New Delhi Partner
DATED:28/05/2015 Membership No. 091673
ALCHEMIST REALTY LIMITED
31
As at As at31st March, 2015 31st March, 2014
`̀̀̀ `̀̀̀
I)EQUITY AND LIABILITIES
1. SHAREHOLDERS' FUNDS
a)Share Capital 2 148,202,000 148,202,000
b)Reserve & Surplus 3 182,278,736 166,748,590
330,480,736 314,950,590
2.NON CURRENT LIABILITIES
a)Long-term borrowings-Unsecured 4 2,865,651,318 2,613,000,000
b)Long-term borrowings-Secured 5 - 210,942
c)Long-term provisions 6 4,157,045 3,851,195
2,869,808,363 2,617,062,137
3.CURRENT LIABILITIES
a)Short-Term borrowing-Secured 7 - 85,382
b)Trade Payable 8 36,869,171 1,034,152,266
c)Other Current Liabilities 9 50,779,937 57,445,727
d)Short-term Provisions 10 398,511 9,304,452
88,047,619 1,100,987,827
TOTAL 3,288,336,718 4,033,000,554
II)ASSETS
1. NON CURRENT ASSETS
a)Fixed Assets
i)Tangible Assets 11 12,142,290 17,015,369
12,142,290 17,015,369
b)Non-current Investments 12 34,842,000 34,842,000
c)Deferred Tax Assets(Net) 13 1,079,134 104,566
d)Long term loans and advances 14 588,750,905 551,865,376
e)Other non-current assets 15 535,752 803,632
637,350,081 604,630,943
2. CURRENT ASSETS
a)Inventories 16 1,138,669,951 1,117,071,869
b)Trade Receivables 17 1,493,100,838 1,091,690,942
c)Cash & Cash equivalents 18 1,853,210 1,201,042,535
d)Short-term loans and advances 19 11,403,631 11,609,517
e)Other current assets 20 5,959,007 6,954,748
2,650,986,637 3,428,369,611
TOTAL 3,288,336,718 4,033,000,554
Significant Accounting Policies &
Notes on Financial Statements 1 to 38
As per our report of even date attached.
For K SINGH & ASSOCIATES
Chartered Accountants
(Firm No. 012458N) Vinay Kumar Mittal Pavan Kumar Verma
Managing Director Director
Kultar Singh
Partner
Membership No. 091673
Alok Mittal Vaibhav SharmaPlace : New Delhi CFO Company Secretary
Dated : 28/05/2015
For and on behalf of the Board
BALANCE SHEET AS AT 31ST MARCH, 2015.
PARTICULARS NOTE
ALCHEMIST REALTY LIMITED
32
Year Ended
31st March, 2015 31st March, 2014
`
I Revenue from Operations 21 347,718,233 1,753,580,075
II Other Income 22 88,377,394 25,389,404
III Total(I+II) 436,095,627
IV. Expenses
Direct Cost 23 346,405,681 1,704,084,845
Employees benefits expense 24 42,170,863 27,263,286
Financial Cost 25 2,346,938 2,797,864
Depreciation and amortization expense 26 4,227,924 2,297,373
Other expenses 27 28,977,049 17,830,701
Total expenses 424,128,455
V. Profit before Tax (III-IV) 11,967,172
VI. Tax expense
(1)Current Tax 5,493,950 8,616,338
(2)Deferred tax (802,659)
VII.Profit for the period (V-VI) 7,275,881
VIII.EARNINGS PER EQUITY SHARE OF FACE VALUE OF `̀̀̀ 2/-
(1)Basic 0.10
(2)Diluted 0.10
Significant Accounting Policies &
Notes on Financial Statements 1 to 38
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015.
PARTICULARS NOTE
Year Ended
`
1,778,969,479
1,754,274,069
24,695,410
(79,047)
16,158,119
0.22
0.22
As per our report of even date attached.
For K SINGH & ASSOCIATES
Chartered Accountants
(Firm No. 012458N) Vinay Kumar Mittal Pavan Kumar Verma
Managing Director Director
Kultar Singh
Partner
Membership No. 091673
Alok Mittal Vaibhav SharmaPlace : New Delhi CFO Company Secretary
Dated : 28/05/2015
For and on behalf of the Board
ALCHEMIST REALTY LIMITED
33
Year Ended Year Ended
31st March, 2015 31st March, 2014
`('000) `('000)
1. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT AFTER TAX AND EXTRA ORDINARY ITEM 7,276 7,546
Add:
Proposed Dividend 7,410 7,410
Tax on Dividend 1,202 1,202
Provision for Taxes 5,494 8,616
Depreciation 4,228 2,297
Miscellaneous Expenses Written Off 268 268
Financial Expenses 2,347 2,798
20,949 22,593 Less:
Deferred Tax Liability 803 79
Rent Received 151 151
Provision for Tax 5,494 8,616
Provision for Dividend - 7,410
Tax On Dividend - 1,202
Interest Received 33,509 23,063
39,957 40,522
Operating profit for working capital changes (11,732) (10,384)
(Increase) / Decrease in Inventory (21,598) (91,887)
(Increase) / Decrease in Sundry Debtors (401,410) (989,069)
(Increase) / Decrease in Loans & Advances (35,684) (57,422)
Increase / (Decrease) in Trade Payables & Others (1,012,549) 1,038,394
Cash Generated from / (used in) operating activities (1,482,973) (110,368)
Direct Taxes paid / deducted at source - -
Net cash generated from / (used in) operating activities (A) (1,482,973) (110,368)
2. CASH FLOW FROM INVESTING ACTIVITES
Interest Received 33,509 23,063
Rent received 151 151
Sales of Investment - (9,900)
Sale of Fixed Assets 287 -
Purchase of fixed assets and Lease hold Improvement (171) (103)
Net Cash from / (used in) Investing Activities (B) 33,775 13,212
3. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Secured Loans (296) (77)
Proceeds from Unsecured Loans 252,651 1,278,900
Interest Paid (2,347) (2,798)
Net Cash from / (used in) Financing Activities (C ) 250,008 1,276,026
4. NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS (A)+(B)+(C ) (1,199,190) 1,178,870
5. CASH & CASH EQUIVALENTS AS AT THE BEGINNING OF THE YEAR 1,201,043 22,173
6. CASH & CASH EQUIVALENTS AS AT THE END OF THE YEAR 1,853 1,201,043
Place: New DelhiDate : 28/05/2015
CASH FLOW STATEMENT FOR THE YEAR 2014-15
PARTICULARS
For and on behalf of the Board
Vinay Kumar Mittal Pavan Kumar Verma
Managing Director Director
Alok Mittal Vaibhav SharmaCFO Company Secretary
ALCHEMIST REALTY LIMITED
34
Auditor's Certificate
We have examined the attached cash flow statement of Alchemist Realty Limited for the year ended 31st March, 2015. The Statement has been prepared by the company in accordance with the requirement of the listing agreement Clause 32 with Stock Exchange and is based on and derived from the audited accounts of the Company for the year ended 31st March, 2015.
For K Singh & Associates
Chartered Accountants
Firm No. 012458N
Kultar Singh
Place:New Delhi Partner
Date : 28/05/2015 Membership No.091673
NOTES TO FINANCIAL STATEMENTS
Note No. 1stSIGNIFICANT ACCOUNTING POLICIES.-Year ended 31 March, 2015.
1. Basis of Preparation.The financial statements have been prepared to comply with the Accounting Standards specified u/s 133 of the Companies Act 2013 read with Companies (Accounts) Rule 2014 and other accounting principle generally accepted in India. The financial statements have been prepared under the historical cost convention on the accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.
2. Revenue RecognitionAll revenues and expenses are accounted for on accrual basis.
3. Fixed AssetsFixed Assets are stated at cost of acquisition less accumulated depreciation, less impairment losses, if any. Cost is inclusive of all identifiable expenditure incurred to bring the assets to their working condition for intended use. Where an asset is scrapped or otherwise disposed off, the cost and related depreciation is written back and the resultant profit or loss, if any, is reflected in the Profit and Loss Account.
4. DepreciationThe depreciation on the fixed assets has been provided on useful life of the Assets on written down value method in accordance with the provision of Companies Act, 2013 and necessary adjustment has been made in WDV of existing Assets whose useful life has been expired.
5. Impairment of AssetsThe carrying amount of assets is reviewed at each balance sheet date for any indication of impairment of company's assets. If any indication exists, the recoverable amount of such assets is estimated. An impairment loss is recognized wherever the carrying amount of the assets exceeds its recoverable amount.
6. InvestmentsInvestments are stated at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management.
7. Employee Benefitsi) Provident Fund-
The Company makes Contribution to statutory provident fund in accordance with Employees' Provident Fund and Miscellaneous Provision Act, 1952. The plan is a defined contribution plan and contribution paid or payable is recognized as an expense in the period in which services are rendered by the employee.
ii) Gratuity -Gratuity is a post-employment benefit and is in the nature of defined benefit plan. The liability recognized in the balance sheet in respect of gratuity is the present value of the defined benefit obligation at the balance sheet date together with adjustments of unrecognized actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method. Actuarial gains and losses arising from adjustments and changes in actuarial assumptions are charged or credited to the profit and loss account in the year in which such gains or losses arise.
iii) Compensated absences-Provision for compensated absences when determined to be a long term benefit made on the basis of actuarial valuation as at the end of the year. Actuarial gains and losses arising from experience, adjustment and changes in actuarial assumptions are charged or credited to the profit and loss account in the year in which such gains or losses arise.
8. InventoriesInventories consist of Land, Plots and Flats under construction valued at cost and other acquisition expenses including pending allocation of expenses incurred and also include expenses to bring them in their actual position/status for sale.
ALCHEMIST REALTY LIMITED
35
9. Use of Estimates The preparation of Financial Statements in conformity with the generally accepted accounting principles requires management to make estimates and assumption in respect of certain items that affect the reported amount of assets and liabilities as at the date of the financial statements and the reported amount of income and expenses during the reporting period. Actual result/outcome could differ from estimates. Any revision in accounting estimates is recognised prospectively in the period in which such results are materialised.
10. Tax on Incomea) Current Tax:
Provision for Income Tax is determined in accordance with the provisions of Income tax Act, 1961 after considering tax allowance and exemptions if any.
b) Deferred Tax Provision:Deferred Tax charge or credit is recognized, on timing differences, being the difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. It is calculated using the applicable tax rates and tax laws that have been enacted by the balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a reasonable certainty that the asset will be realized in future. At each Balance sheet date, recognized and unrecognized Deferred Tax Assets are reviewed.
11. Miscellaneous Expenditureth1/10 of the miscellaneous expenditure had been written off during the year and the balance will be adjusted
proportionately over the subsequent years.12. Foreign Currency Transaction
Transactions denominated in Foreign Currency are normally recorded at the exchange rate prevailing at the time of the transaction. Exchange difference if any arising out of transaction settled during the year is recognised in the profit and loss account.
13. Sundry Debtors & Advances Whenever the management finds any debt/advances as doubtful, bad, irrecoverable, necessary adjustments are being made in Profit and Loss account in the year during which such question arises.
14. Provision, Contingent Liabilities & Contingent Assets.Provision involving substantial degree of estimation in measurement is recognised when there is present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognised but are disclosed in the notes. Contingent assets are neither recognised nor disclosed in the financial statements.
15. Prior Period Items etc.Material Items if any, relating to the prior period, non-recurring and extraordinary items etc., are disclosed separately.
16. Earnings Per ShareThe earning considered in ascertaining the Company's EPS comrpirses as the net profit after tax. The number of shares used in computing Basic EPS is the weighted average number of shares outstanding during the year. The number of shares considered for deriving basic EPS & also the weighted average number of shares considered for deriving basic EPS & also the weighted average no of shares that could have been issued on the conversion of all diluted potential equity shares.
17. Operating leasesAssets taken on lease under which all risk and rewards of ownership are effectively retained by the lessor are classified as operating lease. Lease payments under operating are recognised as expenses.
18. Rounding OffAmounts have been rounded off to the nearest rupee.
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015
31st March, 2015
2 SHARE CAPITAL
AUTHORISED
800,00,000 Equity Shares of ` 2/- each
(Previous Year 800,00,000 equity share of ` 2/- each)
ISSUED, SUBSCRIBED AND PAID UP CAPITAL
7,41,01,000 Equity Shares ` 2/- Each fully paid
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
PARTICULARS
As at
`̀̀̀
160,000,000
160,000,000
148,202,000
31st March, 2014
160,000,000
160,000,000
148,202,000
As at
`̀̀̀
(Previous Year 7,41,01,000 Equity Shares of ` 2/- Each Fully Paid) TOTAL 148,202,000 148,202,000
ALCHEMIST REALTY LIMITED
36
2.1 The detail of Shareholders holding more than 5% shares:
As at 31st March,2015
No of Shares % held. No of Shares % held.
1 KDS Corporation Private Limited 3,36,77,535 4 5 . 4 5 3,36,77,535 45.45
2 Endogram Leasing and Trading Company Private Limited 86,05,580 1 1.61 86,05,580 11.61
3 DAVOS International Fund 70,13,283 9 . 4 6 70,13,283 9.46
4 Basic Softsolutions Private Limited 48,78,500 6.58 48,78,500 6.58
5 HSBC Bank (Mauritius) Ltd A/c PlutusTerra India Fund 41,17,089 5.56 41,17,089 5.56
Name of the ShareholdersAs at 31st March,2014
2.2 The reconciliation of number of shares outstanding is set out below.
Equity Shares at the beginning of the year
Add : Shares issued during the year
Equity Shares at the end of the year
ParticularsAs at 31st March,2015 As at 31st March,2014
No of Shares No of Shares
74101000 74101000
- -
74101000 74101000
3 RESERVE & SURPLUS
a)Revaluation reserve
b)Profit & Loss Account
Add: Addition during the Year
Less: Transferred to General Reserve
Less: Proposed Dividend on Equity Shares
(Dividend per share `0.10/-(Previous year `0.10/- per share)
Less: Tax on Proposed Dividend
Less: Carrying value of Fixed Assets (net of Deferred Tax)
c)General Reserve Account
Add: Transferred from Profit & Loss Account
d)Share Premium
TOTAL(a+b+c+d)
4 LONG TERM BORROWING
Unsecured
Inter Corporate Loans
Total
857,186
30,185,058
7,275,881
37,460,939
1,455,176
(7,410,100)
(1,202,103)
357,938
44,260,027
11,308,347
1,455,176
12,763,523
124,398,000
182,278,736
2,865,651,318
2,865,651,318
857,186
25,870,765
16,158,119
42,028,884
3,231,624
7,410,100
1,202,103
-
30,185,058
8,076,723
3,231,624
11,308,347
124,398,000
166,748,590
2,613,000,000
2,613,000,000
4.1 Interest Free Inter Corporate loans includes an amount of ` 18973.51 Lacs(previous year ` 16447.00 Lacs)
received from KDS Corporation Private Limited. (promoter group company) and from associate company
Techonology Parks Ltd. amounting to ` 9683.00 Lacs (Prev. Year ` 9683.00 Lacs)
ALCHEMIST REALTY LIMITED
37
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
5 LONG TERM BORROWINGSecuredLoans repayable on demand from banksTerm Loan - Vehicles from HDFC Bank(Secured against hypothecation of vehicles)Less: Current Maturities(Secured against hypothecation of vehicles)Total
6 LONG TERM PROVISIONSProvision for Employees BenefitsGratuityEarned LeaveTotal
7 SHORT TERM BORROWINGSecuredLoans repayable on demand from banksTerm Loan - Vehicles from HDFC Bank(Secured against hypothecation of vehicles)
Total
8 TRADE PAYABLLEOthersCreditors for PurchasesTotal
9 OTHER CURRENT LIABILITIESCreditors for ExpenditureRetention MoneyStatutory Dues PayableOther PayableTotal
10 SHORT TERM PROVISIONS
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,where ever necessary to conform to the current year presentation
Provision for Employees-Gratuity
-
-
-
1,946,1112,210,9344,157,045
-
-
36,869,171-
36,869,171
44,403,295-
1,015,0935,361,549
50,779,937
72,097
296,324
85,382
210,942
1,728,9672,122,2283,851,195
85,382
85,382
36,869,171997,283,095
1,034,152,266
44,413,6528,239
1,018,41012,005,42657,445,727
393,736-Earned Leave 141,931 298,513Proposed Dividend 7,410,100-Provision for Income Tax 184,483 - Corporate Dividend Tax 1,202,103-
Total 398,511 9,304,452
AS ON ADDITION AS ON AS ON PROVIDED TRANSFER ON SALE / TOTAL01.04.2014 DURING 31.03.2015 01.04.2014 DURING TO GENERAL ADJUSTMENTS UP TO AS ON AS ON
THE YR.THE YR. RESERVE DURING THE YR. 31.03.2015 31-03-2015 31-03-2014
`̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀FIXED ASSETS
1. Computers 1,950,259 143,895 38,745 2,055,409 1,640,551 129,743 99,601 30,540 1,839,355 216,054 309,7082. Building 13,146,761 -
-
13,146,761 1,602,045 2,556,248 -
-
4,158,293 8,988,468 11,544,7163. Office Equipment 2,015,575 27,534 -
2,043,109 1,090,201 325,010 430,246 -
1,845,457 197,652 925,3744. Vehicle 8,593,474 -
584,519 8,008,955 5,743,249 748,507 -
305,987 6,185,769 1,823,186 2,850,2255. Furniture & Fixture 2,919,184 - - 2,919,184 1,533,838 468,417 - - 2,002,255 916,929 1,385,346
TOTAL 28,625,253 171,429 623,264 28,173,418 11,609,884 4,227,924 529,847 336,527 16,031,128 12,142,290 17,015,369
PREVIOUS YEAR 28,522,338 102,915 - 28,625,253 9,312,511 2,297,373 - - 11,609,884 17,015,369 19,209,827
11.1 For Assets whose useful life has been expired but are in existence balance amount of WDV as at 1.4.2014 after retaining 5% of their acquisition cost has been debited to general reserve
account (net of deferred tax).
11. FIXED ASSETS SCHEDULE FOR THE YEAR ENDED 31ST MARCH, 2015
S.No. PARTICULARS
GROSS BLOCK DEPRECIATION NET BLOCK
AJUSTMENT/
SOLD
DURING THE
YEAR
ALCHEMIST REALTY LIMITED
38
12 NON-CURRENT INVESTMENTSOthers Investments
Unquoted
a)Subsidiaries
1)10,000 Equity Shares (Previous Year 10,000 Shares)
of `10/- each of Alchemist Hill Resorts
2)9,90,000 Equity Shares(Previous Year Nil) of 10/- each of Century 21 Properties India Private Limited
b)Others
24,84,200 Equity Shares (Previous Year 24,84,200
Shares) of `10/- each of DGS Realtors Pvt. Ltd.
Total
100,000
9,900,000
24,842,000
34,842,000.00
100,000
9,900,000
24,842,000
34,842,000.00
13 DEFERRED TAX ASSETS
Deferred Tax Assets
Related to fixed assets
Total
14 LONG-TERM LOANS AND ADVANCES
(Unsecured and Considered Good)
Advances
(Including Advances for Purchase of Land/Other Advances)
Security Deposits
Total
14.4 Loan and Advances in the nature of Loans given to Subsidiaries.
1)Alchemist Hill Resorts Private Limited
2)Century 21 Properties India Private Limited
1,079,134
1,079,134
586,743,355
2,007,550
588,750,905
104,566
104,566
550,006,326
1,859,050
551,865,376
14.1 Advances includes amount given to various parties amounting to ̀ 1247.14 Lac (Previous year ̀ 1230.12 Lacs) in respect of property to be purchased/ acquired in due course of time. The matters relating to these advances for acquiring properties is sub judice.
14.2 Advances include amount given to various parties amounting to ` 1830.12 Lacs (Previous year `1829.98 Lacs) process in respect of transfer of title of land is in progress and necessary sale deeds have not been executed so far in favour of the company.
14.3 An Amount of `1887.92 Lacs(Previous year `1887.91 Lacs) was given to various parties on account of franchise fees and other expenses for acquiring rights of Realogy Corpn. Inc USA for their brand (Century 21 ) which is recoverable in due course of time from its subsidiary century 21 properties India Pvt . Ltd. as and when the rights are transferred to it.
15 OTHER NON CURRENT ASSETS
MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Share Issue Expenses
Deferred Revenue Expenditure
Less: Written Off
Total
16 Inventories
Properties Under Development*
(Commercial Land and other Land, Flats and Plots )
11,511,099
60,601,000
772,132
31,500
803,632
267,880
535,752
1,138,669,951
9,452,099
26,400,000
1,029,511
42,000
1,071,511
267,879
803,632
1,117,071,868
TOTAL 1,138,669,951 1,117,071,868
* Valued at Cost ( Including pending allocation of related expenses) and net realizable value
ALCHEMIST REALTY LIMITED
39
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 ContinuedThe Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
17 Trade Receivable
(Unsecured and Considered Good)
Over Six Months
Other
TOTAL
18 Cash and Cash Equivalents
Cash in hand
Fixed deposit with Banks
Balance with banks(Including Cheque in Hand)
TOTAL
19 Short Term Loan and Advances
Advances to Supplier
Loan and advances to Employees
Prepaid Expenses
Advance Income Tax(Net of Provisions)
TOTAL
20 Other Current Assets
Other Receivable
TOTAL
21 Revenue from Operations
Sales
Other Operational Income
TOTAL
22 OTHER INCOME
Other Non Operating Income
Interest Income
Rent Received
TOTAL
23 DIRECT COST
a)Opening Stock #
b)Addition During the year
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
1,491,339,543
1,761,295
1,493,100,838
345,706
59,500
1,448,004
1,853,210
9,464,024
1,782,608
156,999
-
11,403,631
74,209,918
1,017,481,024
1,091,690,942
998,286
1,185,777,793
14,266,456
1,201,042,535
9,464,024
1,675,407
48,374
421,712
11,609,517
1)Land #
2)Flats/Plots/Construction Equipments #
5,959,007
5,959,007
346,022,195
1,696,038
347,718,233
54,717,234
33,508,960
151,200
88,377,394
1,117,071,868
21,015,109
346,988,655
6,954,748
6,954,748
1,751,244,317
2,335,758
1,753,580,075
2,174,854
23,063,350
151,200
25,389,404
1,025,185,083
42,056,683
1,728,163,081
17.1 Export debtors of merchant trade transactions amounting to ` 14171.29 lacs are overdue for more than nine months. The Company has extended credit from time to time as per market practice. Regular follow up is being done to recover the amount. The management is confident of recovery and hence no provision is considered necessary.
ALCHEMIST REALTY LIMITED
40
Total Purchase during the year(1+2) 368,003,764 1,770,219,764
c)Pending Allocation During the year(WIP) -
25,751,866
Total Addition during the year(b+c) 368,003,764 1,795,971,630
d)Closing Stock # 1,138,669,951 1,117,071,868
Cost of Sales(a+b+c-d) 346,405,681 1,704,084,845
# Valued at cost(Including pending allocation).
24 EMPLOYEE BENEFITS EXPENSE
Salary 33,749,053 19,782,843
Reimbursement of Expenses 5,411,439 3,782,380
Other Amenities 2,928,414 2,892,736
Bonus/Exgratia 39,305 172,707
Gratuity 42,652 632,620
TOTAL 42,170,863 27,263,286
24.1 As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below.
Defined Contribution Plans
Contribution to Defined Contributions Plans, recognised as expense for the year is as under.
Particulars 2014-15
Employer's Contribution to Provident Fund 1,108,362
Employer's Contribution to Pension Scheme 366,396
Employer's Contribution to ESI 96,387
2013-14
956,998
327,998
105,733
Defined Benefit Plans:
(a) Gratuity
(b) Earned Leave. (Amount in `)(Amount in `)(Amount in `)(Amount in `)
These are unfunded schemes, the present value of obligation is determined based on actuarial valuation,the disclosure of which is given as under: 2014-15 2013-14
Gratuity Leave
EncashmentChange in the present value of obligation .
Present value of Obligation as at the Beginning of the Period 2,122,703 2,420,741 1,508,429 1,439,781
Acquisition adjustment - - - -
Interest Cost 180,430 205,763 123,691 118,0 6 2
Past Service Cost - - - -
Current Service Cost 463,349 564,353 673,405 899 , 4 8 7
Curtailment Cost/(credit) - - - -
Settlement Cost/(credit) - - - -
Benefits Paid (147,147) ( 4 1 0,006) (239,581) (311,9 1 4)
Actuarial Gain/(Loss)on the obligation (601,126) (427,986) 56,758 275,325
Present value of Obligation as at the end of the Period 2,018,208 2 ,352,865 2,122,703 2,42 0,741
ParticularsGratuity Leave
Encashment
ALCHEMIST REALTY LIMITED
41
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
Change in the fair value of plan assets
Fail value of Plan Assets as at the Beginning of the Period - - - -
Acquisition adjustment - - - -
Expected return on plan assets - - - -
Contributions - - - -
Benefits Paid - - - -
Actuarial Gain/(Loss)on the assets - - - -
Fair value of Plan Assets as at the end of the Period - - - -
Fair value of Plan assets
Fail value of Plan Assets at the Beginning of Period - - - -
Acquisition adjustment - - - -
Actual return on plant assets - - - -
Contributions - - - -
Benefits Paid - - - -
Fair value of Plan Assets as at the end of the Period - - - - Funded status - - - -
Excess of Actual over estimated return on plan assets - - - - Expense recognised in the statement of profit and loss
Current Service Cost 463,349 564,353 673405 899,487
Past Service Cost - - - -
Interest Cost 180,430 205,763 123,691 118,062
Expected return on plan assets - - - -
Curtailment Cost/(credit) - - - -
Settlement Cost/(credit) - - - -
Net Actuarial Gain/(Loss) recognised in the period (601,126) (427,986) 56,758 275,325
Expenses recognised in the statement of profit and loss 42,652 342,130 853,855 1,292,874
Major categories of plan assets (as percentage of total plan assets)
Government of India Securities - - - -
State Government securities - - - -
High quality corporate bonds - - - -
Equity shares of listed companies - - - -
Property - - - -
Special Deposit Scheme - - - -
Funds managed by insurer - - - -
Bank balance - - - -
TOTAL - - - - Assumptions
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 ContinuedThe Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
Discount Rate 7.8 %
Salary Growth Rate 10%
Expected rate of return on Plan assets 0%
Retirement Age 60 years 60 Mortality rates(as % of IALM 94-96): 100% 100% 100%
Withdrawal rates, based on age: 5%
7.8%
10%
0%
years
5%
8.2%
10%
0%
60 years
5%
8.2%
10%
0%
60 years100%
5%
2014-15 2013-14
Gratuity Leave
Encashment
ParticularsGratuity Leave
Encashment
25 FINANCE COSTS
LC & Other Charges
Interest on Vehicles Loan
TOTAL 26 DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation on Tangible Assets
TOTAL
2,341,106
5,832
2,346,938
4,227,924
4,227,924
2,760,629
37,235
2,797,864
2,297,373
2,297,373
ALCHEMIST REALTY LIMITED
42
As at
31st March, 2014
`̀̀̀
As at
31st march, 2015
`̀̀̀
27 OTHER EXPENSES
Administrative Overheads
Audit Fees
Postage, Telegram & Telephone
Books & Periodicals
Conveyance
Electricity and Water
Insurance Charges
Legal & Professional Charges
Director Sitting Fees
Miscellaneous Expenses
Office Expenses
Other Expenses
Written off
Printing and Stationary
Repair & Maintenance Charges
Rent
Travelling Expenses
TOTAL
Marketing Overheads
Business Promotion
TOTAL
GRAND TOTAL
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 ContinuedThe Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
PARTICULARS
337,080
324,166
-
523,467
1,148,314
121,313
4,694,287117,978
3,581,982
1,924,908
269,503
267,880
315,436
200,882
7,223,674
7,693,913
28,744,783
232,266
232,266
28,977,049
174,158
365,882
488
247,200
1,447,011
122,287
1,392,534105,000
1,288,520
2,122,334
10,462
267,879
284,606
294,712
7,312,622
1,722,281
17,157,976
672,725
672,725
17,830,70128 Contingent Liabilities not provided for
Particulars Current Year
Bills Discounted with bank since not realized
Bank Guarantees/Counter Guarantee issued
c) Estimated amount of contract remaining to be executed
Letter of Credit un-expired
Nil
Nil
Nil
Nil
Previous Year
Nil
Nil
Nil
Nil
29 Segment Reporting(AS 17)
30 Related Party Disclosures
As per Accounting Standard 18, the disclosure of transactions with the related parties are given below.
The company has only one reportable primary segment i.e. sale/purchase of Construction equipments and materials
and development/consultancy of real estate and hence no separate segment disclosures made.
(i) List of related parties with whom transactions have taken place. S.No. Name of the Related Party
1 Alchemist Hill Resorts Limited
Relationship
Subsidiary
2 Century 21 Properties India Private Limited Subsidiary
3 Alchemist Airways Private Limited Associates
4 Alchemist Limited Associates
5 Alchemist Foods Limited Associates
6 Alchemist Touchnology Limited Associates
7 KDS Corporation Private Limited Promoters
8 Alchemist Media Limited Associates
9 Technology Parks Limited Associates
10 Ms. Kaajal Aijaz Key Managerial Personal
ALCHEMIST REALTY LIMITED
43
(ii) Transaction during the year with related parties
S.No. Nature of transactions
1 Managerial Remuneration
2 Inter Corporate Loan Paid
3 Inter Corporate Loan Received
4 Hire Charges
5 Revenue from Operations
6 Reimbursement of Expenses
7 Dividend Paid
31 Disclosure as required by Accounting Standard(AS)20- Earning Per Share.
Net Profit After tax
Weighted Average number of equity shares for Basic EPS(Nos.)
Face Value Per share
Basic EPS (`)
Diluted EPS (`)
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
PARTICULARS
Particulars
As at
31st march, 2015
`̀̀̀
Amount
25.96
721.12
28,656.51
55.69
19.06
19.04
-
Year ended 31st March.2015 Year ended 31st March.2014
16,158,119
74,101,000
` 2/-
0.22
0.22
As at
31st march, 2014
`̀̀̀
Amount
44.50
358.52
26,130.00
53.81
19.76
37.51
33.67
(`in Lacs)
7,275,881
74,101,000
` 2/-
0.10
0.10
Disclosure in Respect of Material Related Party Transactions during the year:
1 Managerial Remuneration Paid to Kaajal Aijaz ̀ 25.96 (Previous Year ̀ 44.50 Lacs)
2 Inter Corporates Loan Paid to Alchemist Hill Resorts Private Limited ` 115.11 Lacs(Previous Year ` 94.52 Lacs) and Century 21 Properties India Private Limited ̀ 606.01 Lacs(Previous Year ̀ 264.00 Lacs)
3 Inter Corporates Loan Received from KDS Corporation Private Limited ̀ 18973.51 Lacs(Previous Year ̀ 16447.00 Lacs) and Technology Parks Limited ̀ 9683.00 Lacs (Previous Year ̀ 9683.00 Lacs)
4 Revenue from Operation from Alchemist Limited ̀ 19.06 Lacs (Previous Year ̀ 19.76 Lacs )
5 Reimbursement of Expenses include from Alchemist Food Limited ̀ 0.88 Lacs (Prev. Year ̀ 0.94 Lacs), Alchemist Limited ` 10.79 Lacs (Prev. Year ` 18.52 Lacs)Alchemist Touchnology Limited ` 7.37 Lacs (Prev. Year ` 14.18 Lacs), Alchemist Media Limited ̀ Nil(Prev. Year ̀ 3.88 Lacs).
6 Dividend paid to KDS Corporation Private Limited ̀ Nil (Previous Year ̀ 33.67 Lacs)
7 Hire charges paid to Alchemist Airways Pvt. Ltd. ̀ 55.69 Lacs (Previous Year ̀ 53.81 Lacs)
32 As per Accounting Standard-28 impairment of Assets, the company has assessed the conditions of all assets used in its operation and is of the opinion that there is no impairment of assets, hence no provision was made.
33 In the opinion of the management current assets, loan and advances are of the value stated, if realized in the ordinary course of business.
34 Assets Taken on Operating Lease
Some of the office premises has been taken on operating lease for a period less than 10 years and are generally renewable at the option of the lessee. The lease Agreements have an escalation clause for renewal of lease. There are no Sub-Leases and leases are generally cancellable in nature.
35 Disclosure of Micro and Small Enterprises(Creditors)
The company is in the process of compiling information from the suppliers regarding their status as Micro/Small Scale Enterprises, so as to disclose the information as required by MSMED Act and Schedule VI of the companies Act relating to Micro, Small and Medium Enterprises. In the absence of confirmed information about the suppliers, it is practically not feasible to state the amount payable to them as on 31st March, 2014.
36 The Balances of debtors and creditors, loan and advances are subject to confirmation and their pending reconciliation. Such balances are reflected in the balance sheet as appearing in the books of accounts.
37 The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to exemption. Necessary information relating to the subsidiary is disclosed in the consolidated financial statements.
ALCHEMIST REALTY LIMITED
44
a) Loan and advances to subsidiary.` In Lacs
Name of Company Relationship 31-03-2015 31-03-2014 Maximum balance outstanding
during the year 2014-15
38.1 Alchemist Hill Resorts Private Limited Wholly owned subsidiary 115.11 9 4 . 5 2 115.11
38.2 Century 21 Properties India Private Limited Subsidiary 606.01 2 6 4 . 0 0 606.01
For K Singh & Associates For and on behalf of board Chartered Accountants Firm No. 012458N
Pavan Kumar VermaVinay Kumar MittalManaging Director Director(Partner)
Membership No. 091673
Place: New Delhi Alok Mittal Vaibhav Sharma
Date : 28/05/2015 CFO Company Secretary
Kultar Singh
38 Disclosure As per Clause 32 of Listing agreement with the stock exchanges
ALCHEMIST REALTY LIMITED
45
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
To the Members of
Alchemist Realty Limited.
Report on the Consolidated Financial Statements
1. We have audited the accompanying Consolidated financial statements of Alchemist Realty Limited (“hereinafter referred to as Holding Company”), and its Subsidiaries ( Century 21 Properties India Pvt. Ltd. And Alchemist Hill Resorts Pvt. Ltd) which comprise consolidated the Balance Sheet as at March 31, 2015, and the Consolidated Statement of Profit and Loss and Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information prepared based on the relevant records (hereinafter referred to as Consolidated Financial Statements) .
Management's Responsibility for the Financial Statements
2. The Holding Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies act, 2013 (“the Act”) with respect to the preparation of these Consolidated financial statements that give a true and fair view of the Consolidated financial position, Consolidated financial performance and Consolidated cash flows of the Group including its associates in accordance with the Accounting principles generally accepted in India, including the Accounting Standard specified under Section 133 of the Act, read with the provision of the Companies (Accounts) Rules, 2014. The Holding company Board of Directors is also responsible for ensuring accuracy of records including financial information considered necessary for preparation of Consolidated Financial Statements. The respective board of directors of the companies included in the group and of its subsidiaries are responsible for ensuring this responsibility, maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Group and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentations of the financial statements that give a true and fair view and free from material misstatement, whether due to fraud or error, which has been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid
Auditor's Responsibility
3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under.
5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Holding Company's preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence obtained by us and audit evidence obtained by the other auditors in terms of their reports is sufficient and appropriate to provide a basis for our qualified audit opinion on the consolidated financial statement.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and its Cash Flow for the year ended on that date.
Emphasis of the Matter
a. Attention is invited to note No 14.1 and 14.2 of the consolidated financial statements wherein amount of Rs. 5867.44 lacs has been shown under the head of long term advances, “out of which Rs. 1247.14 Lacs has been given to various parties and the matter is Sub Judice in various courts for acquiring properties and advances amounting to Rs. 1830.12 lacs given to various other parties but the sale deeds for properties have not so far been executed in favor of the company”. These advances have been considered as good by the management of the company . It is relevant to point out that these are material advances and are pending since long, more than three years, and the management has not made any provision for the same.
Attention is also invited to note No 14.3 of the consolidated financial statements for amount shown under the head “ long term advance Rs. 1887.92 Lacs given to various parties on account of franchisee fee and other
ALCHEMIST REALTY LIMITED
46
expenses for acquiring rights of Realogy Corpn. Inc. USA for their brand (Century 21 ) which is recoverable from its Subsidiary Century 21 Properties (India) Pvt. Ltd as and when the rights will be transferred to it”. It is relevant to note that the amount has been advanced since long and rights have not been transferred so far.
b. We draw attention to note 14.4 of standalone financial statements, the Holding company has advanced as loan a sum of Rs.7.21 Cores to two parties as interest free unsecured loan, the same is in violation of sub section 7 of section 186 of the Companies Act 2013. This sub section requires the “No loans shall be given under this section at a rate lower than the prevailing yield of one year, three year, five year or ten year Government Security closest to the tenure of the loan.
c. Attention is invited to note No 17 and 17.1 of the consolidated financial statements which states Trade receivables amounting to Rs. 14931.00 Lacs out of which export debtors for merchant trade transaction are 14171.29 Lacs and other receivables are Rs. 742.10 which are outstanding for more than six months from the date they become due from payment. Attention is invited to point 17.1 wherein the company has extended credit from time to time as per the market practice for export debtors and regular follow up is being done to recover the same and management is confident to recover the same, in view of the same, management feels that the same are recoverable and there is no need to make the provision at this juncture. For other receivables amounting to Rs. 742.10 lacs these are long outstanding for more than 3 Years and the management has not made any provision for the same.
Report on Other Legal and Regulatory Requirement's
9. As required by the Companies (Auditor's Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable to Holding Company and its Subsidiary Century 21 properties India Pvt. Ltd. However the said order is not applicable to Alchemist Hill Resorts Pvt. Ltd.
10. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the consolidated financial statements;
b) In our opinion proper books of account as required by law have been kept by the Holding Company, including relevant records relating to the preparation of the aforesaid consolidated financial statements so far as it appears from our examination of those books and records of the Holding Company and report of the other auditors .
c) The Consolidated Balance Sheet, Consolidated Statement of Profit and Loss, and Consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies(Accounts) Rules,2014;
e) In our opinion the matter described in observation and comments made in Emphasis of the matter can adversely affect the functioning of the Holding company.
f) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164(2) of the Companies Act, 2013.
g) With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of Companies (Audit and Auditors)Rules, 2014 in our opinion and to the best of our information and according to explanations given to us:
i. The Holding Company has not disclosed the impact of pending litigations in its financial statements with respect to suits on or by the company in respect of suits filed by the company for acquisition of properties as referred to in note 14.1 and 14.2 of the financial statements.
ii. The Holding company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There no amounts which required to be transferred, to the Investor Education and Protection Fund by the Holding company
FOR K.SINGH & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm No. 012458N
KULTAR SINGH
PLACE : New Delhi Partner
DATED:28/05/2015 Membership No. 091673
ALCHEMIST REALTY LIMITED
47
Annexure to the Independent Auditors' Report
The Annexure referred to in our Independent Auditors' Report of even date to the members of Alchemist Realty stLimited on the Consolidated financial statements as of and for the year ended 31 March, 2015 . We report that:
1. (a) The Holding company and its aforesaid subsidiary has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.
(b) As explained to us, fixed assets have been physically verified by the management of respective companies at reasonable intervals; no material discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations given to us, no substantial part of fixed asset has been disposed during the year and therefore it does not affect the going concern status of the respective companies.
2. (a) As explained to us, inventories have been physically verified during the year by the management of the Holding company at reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management of Holding Company are reasonable and adequate in relation to the size of the company and the nature of its business.
(c) In our opinion and on the basis of our examination of the records, the Holding Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.
3. a) According to information and explanations given to us, the Holding company has granted unsecured loan to two subsidiary company, i.e. Alchemist Hill Resorts Private Limited and Century 21 Properties India Private Limited (party covered under section 189 of the companies Act. 2013) amounting to Rs. 721.12 Lacs which is prejudicial to the interest of the company.
i) The principle amounts are repayable over the varying periods as informed to us , while the interest is recoverable at the discretion of the company.
ii) We are unable to comment on the overdue amount of Rs One lakh in respect of principle and interest as necessary documents, terms and conditions on which loans have been given have not been made available to us .
4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and for the sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed for respective entities.
5. According to the information ad explanation given to us, the Holding company and its subsidiary has not accepted deposits from public. Therefore the provision of clause (v) of paragraph 3 of CARO 2015 are not applicable to the company.
6. The rules prescribed by the Central Government for the maintenance of cost records under sub-section (1) of section 148 the Companies Act, 2013 are not applicable to the Holding Company and its aforesaid subsidiary.
7. (a) According to the records and auditors report of the Holding company and its subsidiary, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According
stto the information and explanations given to us there were no outstanding statutory dues as on 31 of March, 2015 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes by the respective entities.
8. The Group does not have any accumulated losses. The Group has not incurred cash loss on a consolidated basis during the financial year covered by our audit and in the immediately preceding financial year.
9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, neither the Holding Company nor its aforesaid subsidiaries has defaulted in repayment of dues to a financial institution, bank or debenture holders.
10. According to the information and explanations given to us, neither the Holding Company nor the aforesaid subsidiary given any guarantees for loan taken by others from a bank or financial institution the terms and conditions whereof are prejudicial to the interest of the company.
11. The Holding Company and the aforesaid subsidiary has not raised any new term loan during the period. The total amount of vehicle loan from HDFC Bank Ltd has been repaid during the year by the Holding company.
ALCHEMIST REALTY LIMITED
48
12. During the course of our examination of the books and records of the Holding company and the aforesaid subsidiary, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the management.
FOR K.SINGH & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm No. 012458N
KULTAR SINGH
PLACE : New Delhi Partner
DATED:28/05/2015 Membership No. 091673
ALCHEMIST REALTY LIMITED
49
As at As at31st March, 2015 31st March, 2014
`̀̀̀ `̀̀̀I)EQUITY AND LIABILITIES
1. SHAREHOLDERS' FUNDS
a)Share Capital 2 148,202,000 148,202,000
b)Reserve & Surplus 3 166,623,123 166,748,591
314,825,123 314,950,591
2. MINORITY INTEREST 100,000 100,000
100,000 100,000
3.NON CURRENT LIABILITIES
a)Long-term borrowings-Unsecured 4 2,865,651,318 2,613,000,000
b)Long-term borrowings-Secured 5 - 210,942
c)Long-term provisions 6 5,274,938 4,779,010
2,870,926,256 2,617,989,952
4.CURRENT LIABILITIES
a)Short-Term borrowing-Secured 7 - 85,382
b)Trade Payable 8 36,869,171 1,034,152,266
c)Other Current Liabilities 9 59,451,665 59,979,975
d)Short-term Provisions 10 430,741 9,304,452
96,751,577 1,103,522,075
TOTAL 3,282,602,956 4,036,562,618
II)ASSETS
1. NON CURRENT ASSETS
a)Fixed Assets
i)Tangible Assets 11 17,991,862 21,581,069
17,991,862 21,581,069
b)Non-current Investments 12 24,842,000 24,842,000
c)Deferred Tax Assets(Net) 13 1,079,134 104,566
d)Long term loans and advances 14 523,439,706 522,814,177
e)Other non-current assets 15 61,606,938 36,266,474
628,959,640 605,608,286
2. CURRENT ASSETS
a)Inventories 16 1,138,669,952 1,117,071,870
b)Trade Receivables 17 1,493,100,838 1,091,690,942
c)Cash & Cash equivalents 18 2,927,293 1,203,112,724
d)Short-term loans and advances 19 11,733,357 12,039,048
e)Other current assets 20 7,211,876 7,039,748
2,653,643,316 3,430,954,332
TOTAL 3,282,602,956 4,036,562,618
Significant Accounting Policies &
Notes on Financial Statements 1 to 37
As per our report of even date attached.
For K SINGH & ASSOCIATES
Chartered Accountants
(Firm No. 012458N) Vinay Kumar Mittal Pavan Kumar Verma
Managing Director Director
Kultar Singh
Partner
Membership No. 091673
Alok Mittal Vaibhav SharmaPlace : New Delhi CFO Company Secretary
Dated : 28/05/2015
For and on behalf of the Board
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015.
PARTICULARS NOTE
ALCHEMIST REALTY LIMITED
50
I Revenue from Operations 21
II Other Income 22
III Total(I+II)
IV. Expenses
Direct Cost 23
Employees benefits expense 24
Financial Cost 25
Depreciation and amortization expense 26
Other expenses 27
Total expenses
V. Profit before Tax (III-IV)
VI. Tax expense
(1)Current Tax
(2)Deferred tax
VII.Profit for the period (V-VI)
VIII.EARNINGS PER EQUITY SHARE OF FACE VALUE OF ` 2/-
STATEMENT OF CONSOLIDATED PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015.
PARTICULARS NOTE
351,150,073 1,753,580,075
88,377,394 25,389,404
439,527,467 1,778,969,479
346,405,681 1,704,084,845
52,069,623 27,263,286
2,346,938 2,797,864
5,270,536 2,297,373
37,123,131 17,830,701
443,215,909 1,754,274,069
(3,688,442) 24,695,410
5,493,950 8,616,338
(802,659) (79,047)
(8,379,733) 16,158,119
Year Ended Year Ended
31st March, 2015 31st March, 2014
`̀̀̀ `̀̀̀
(1)Basic (0.11) 0.22
(2)Diluted (0.11) 0.22
Significant Accounting Policies &
Notes on Financial Statements 1 to 37
As per our report of even date attached.
For K SINGH & ASSOCIATES
Chartered Accountants
Firm No. 012458N Pavan Kumar Verma
Director
Kultar Singh
Partner
Membership No. 091673
Alok Mittal Vaibhav SharmaPlace : New Delhi CFO Company Secretary
Dated : 28/05/2015
Vinay Kumar Mittal
Managing Director
For and on behalf of the Board
ALCHEMIST REALTY LIMITED
51
Year Ended
31st March, 2015
`('000)
Year Ended
31st March, 2014
`('000)
1. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT AFTER TAX AND EXTRA ORDINARY ITEM (8,380) 7,546 Add:
Proposed Dividend 7,410 7,410 Tax on Dividend 1,202 1,202 Provision for Taxes 5,494 8,616 Depreciation 5,892 2,297 Miscellaneous Expenses Written Off 268 268 Financial Expenses 2,347 2,798
22,613 22,593 Less:
Deferred Tax Liability 803 79
Rent Received 151 151
Provision for Tax 5,494 8,616
Provision for Dividend - 7,410
Tax On Dividend - 1,202
Interest Received 33,509 23,063
39,957
40,522
Operating profit for working capital changes (25,723)
(10,384)
(Increase) / Decrease in Inventory (21,598) (91,887)
(Increase) / Decrease in Sundry Debtors (401,410) (989,069) (Increase) / Decrease in Loans & Advances (492) (45,707) (Increase) / Decrease in Share Capital - 100 (Increase) / Decrease in Miscellaneous Expenditure (25,608) (27,685) Increase / (Decrease) in Trade Payables & Others (1,006,189)
1,050,519
Cash Generated from / (used in) operating activities (1,481,019)
(114,114) Direct Taxes paid / deducted at source -
-
Net cash generated from / (used in) operating activities (A) (1,481,019)
(114,114) 2. CASH FLOW FROM INVESTING ACTIVITES
Interest Received 33,509 23,063 Rent received 151 151
Sales of Investment - -
Sale of Fixed Assets 287 -
Purchase of fixed assets and Lease hold Improvement (3,119)
(4,670)
Net Cash from / (used in) Investing Activities (B) 30,828
18,545
3. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Secured Loans (296)
(77)
Proceeds from Unsecured Loans 252,651 1,278,900
Interest Paid (2,347)
(2,798)
Net Cash from / (used in) Financing Activities (C ) 250,008
1,276,026
4. NET INCREASE / (DECREASE) IN CASH &
CASH EQUIVALENTS
(A)+(B)+(C ) (1,200,183)
1,180,456
5. CASH & CASH EQUIVALENTS AS AT THE
BEGINNING OF THE YEAR
1,203,110
22,654
5. CASH & CASH EQUIVALENTS TRANSFER FROM SUBSIDIARY COMPANY -
-
6. CASH & CASH EQUIVALENTS AS AT THE END OF THE YEAR 2,928
1,203,110
For and on behalf of the Board
Vinay Kumar Mittal Pavan Kumar Verma
Managing Director Director
Place: New Delhi
Alok Mittal Vaibhav Sharma
Date :28/05/2015
CFO Company Secretary
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR 2014-15.
PARTICULARS
ALCHEMIST REALTY LIMITED
52
Auditor's Certificate
We have examined the attached consolidated cash flow statement of Alchemist Realty Limited for the year ended 31st March, 2015. The Statement has been prepared by the company in accordance with the requirement of the listing agreement Clause 32 with Stock Exchange and is based on and derived from the audited accounts of the Company for the year ended 31st March, 2015.
For K Singh & Associates
Chartered Accountants
Firm No. 012458N
Kultar Singh
Place:New Delhi Partner
Date : 28/05/2015 Membership No.091673
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note No. 1stSIGNIFICANT ACCOUNTING POLICIES.-Year ended 31 March, 2015.
a) Principles Of Consolidation
The Consolidated Financial Statements have been prepared in accordance with the Accounting Standard (AS) 21, “Consolidated Financial Statements”, issued by The Institute of Chartered Accountants of India. The financial statement of Alchemist Realty Limited the parent company of Alchemist Hill Resorts Private Limited and Century 21 Properties India Private Limited has been combined on 31st March, 2015. The Consolidated Financial Statements are prepared by applying on a line by line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating inter-group balances and inter-group transactions resulting in unrealized profit or losses.
b) Basis of Presentation
1. The consolidated financial statements relate to Alchemist Realty Ltd (“the Company”) and its subsidiaries.
2. Notes to theses consolidated financial statement are intended to serve as a means of information disclosure and guide to better understanding of the consolidated position of the companies. Recognizing, this purpose, the company has disclosed only such notes from the individual financial statement, which fairly present the needed disclosures.
c) Other Significant Accounting Policies
These are set out under “Significant Accounting Policies” as given in the unconsolidated standalone financial statements of Alchemist Realty Limited and its subsidiaries.
As at As at31st March, 2015 31st March, 2014
`̀̀̀ `̀̀̀
2 SHARE CAPITAL
AUTHORISED
800,00,000 Equity Shares of ` 2/- each
(Previous Year 800,00,000 equity share of ` 2/- each) 160,000,000 160,000,000
160,000,000 160,000,000
ISSUED, SUBSCRIBED AND PAID UP CAPITAL
7,41,01,000 Equity Shares ` 2/- Each fully paid 148,202,000 148,202,000
(Previous Year 7,41,01,000 Equity Shares of ` 2/- Each Fully Paid)
TOTAL 148,202,000 148,202,000
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
PARTICULARS
ALCHEMIST REALTY LIMITED
53
2.1 The detail of Shareholders holding more than 5% shares:
As at 31st March,2015
No of Shares % held.1 KDS Corporation Private Limited 3,36,77,535 45.45 3,36,77,535 45.45
2 Endogram Leasing and Trading Company Private Limited 86,05,580 11.61 86,05,580 11.61
3 DAVOS International Fund 70,13,283 9.46 70,13,283 9.46
4 Basic Softsolutions Private Limited 48,78,500 6.58 48,78,500 6.58
5 HSBC Bank (Mauritius) Ltd A/c PlutusTerra India Fund 41,17,089 5.56 41,17,089 5.56
Name of the ShareholdersAs at 31st March,2014
No of Shares % held.
2.2 The reconciliation of number of shares outstanding is set out below.
As at 31st March,2015
No of SharesEquity Shares at the beginning of the year
Add : Shares issued during the year
Equity Shares at the end of the year
3 RESERVE & SURPLUS
a)Revaluation reserve
b)Profit & Loss Account
Add: Addition during the Year
Less: Transferred to General Reserve
Less: Proposed Dividend on Equity Shares
(Dividend per share ` 0.10/-(Previous year ` 0.10/- per share)
Less: Tax on Proposed Dividend
Less: Carrying value of Fixed Assets (net of Deferred Tax)
c)General Reserve Account
Add: Transferred from Profit & Loss Account
d)Share PremiumTOTAL(a+b+c+d)
Particulars
74101000
-
74101000
857,186
30,185,059
(8,379,733)
21,805,326
3,662,226
(7,410,100)
(1,202,103)
357,938
26,397,365
11,308,347
3,662,226
14,970,573
124,398,000166,623,123
As at 31st March,2014
No of Shares74101000
-
74101000
857,186
25,870,765
16,158,119
42,028,884
3,231,624
7,410,100
1,202,103
30,185,059
8,076,723
3,231,624
11,308,347
124,398,000166,748,591
4 LONG TERM BORROWING
Unsecured
Inter Corporate Loans
Total
5 LONG TERM BORROWING
Secured
Loans repayable on demand from banks
Term Loan - Vehicles from HDFC Bank
Less: Current Maturities
(Secured against hypothecation of vehicles)
Total
6 LONG TERM PROVISIONS
Provision for Employees Benefits
Gratuity
Earned Leave
Total
2,865,651,318
2,865,651,318
-
-
-
2,509,670
2,765,268
5,274,938
2,613,000,000
2,613,000,000
296,324
85,382
210,942
2,082,663
2,696,347
4,779,010
4.1 Interest Free Inter Corporate loans includes an amount of ` 18973.51 Lacs(previous year ` 16447.00 Lacs) received from KDS Corporation Private Limited. (promoter group company) and from associate company Techonology Parks Ltd. amounting to ̀ 9683.00 Lacs (Prev. Year ̀ 9683.00 Lacs)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
ALCHEMIST REALTY LIMITED
54
As at As at31st March, 2015 31st March, 2014
`̀̀̀ `̀̀̀
PARTICULARS
As at As at31st March, 2015 31st March, 2014
`̀̀̀ `̀̀̀
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
PARTICULARS
Others 36,869,171 1,034,152,266
Total 36,869,171 1,034,152,266
9 OTHER CURRENT LIABILITIES
Creditors for Expenditure 48,169,215 45,137,594
Retention Money 306,375 201,739
Statutory Dues Payable 1,354,420 1,312,745
Other Payable 9,621,655 13,327,897
Total 59,451,665 59,979,975
10 SHORT TERM PROVISIONS
Provision for Employees Benefits
Gratuity 80,922 393,736
Earned Leave 165,336 298,513
Proposed Dividend - 7,410,100
Provision for Income Tax 184,483 -
Corporate Dividend Tax - 1,202,103
Total 430,741 9,304,452
Loans repayable on demand from banks
Term Loan - Vehicles from HDFC Bank 85,382-
(Secured against hypothecation of vehicles)
Total 85,382-
8 TRADE PAYABLE
7 SHORT TERM BORROWING
Secured
AS ON ADDITION DEDUCTION AS ON AS ON PROVIDED TRANSFER ON SALE / TOTAL
01.04.2014 DURING 31.03.2015 01.04.2014 DURING TO GENERAL ADJUSTMENTS UP TO AS ON AS ON
THE YR. THE YR. RESERVE DURING THE YR. 31.03.2015 31.03.2015 31-03-2014
`̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀ `̀̀̀
FIXED ASSETS
1. Computers 2,207,139 584,205 38,745 2,752,599 1,646,517 483,227 99,601 30,540 2,198,805 553,794 560,622
2. Building 17,016,761 2,257,500 0 19,274,261 1,602,045 3,535,446 0 0 5,137,491 14,136,770 15,414,716
3. Office Equipment 2,462,451 196,934 0 2,659,385 1,092,291 635,564 430,246 0 2,158,101 501,284 1,370,160
4. Vehicle 8,593,474 0 584,519 8,008,955 5,743,249 748,507 0 305,987 6,185,769 1,823,186 2,850,225
5. Furniture & Fixture 2,919,184 80,825 0 3,000,009 1,533,838 489,342 0 0 2,023,180 976,829 1,385,346
TOTAL 33,199,009 3,119,464 623,264 35,695,209 11,617,940 5,892,087 529,847 336,527 17,703,347 17,991,862 21,581,069
PREVIOUS YEAR 26,231,417 2,290,921 - 28,522,338 6,602,743 2,709,768 0 - 9,312,511 19,209,827 19,628,674
Less: Capitalised 621,551
Net Charged to P & L 5,270,536
11.1 For Assets whose useful life has been expired but are in existence balance amount of WDV as at 1.4.2014 after retaining 5% of their acquisition cost has been debited to general
reserve account (net of deferred tax).
11.2 Depreciation amounting to 6,21,551/- up to 30/09/2014 has been capitalised as one of its subsidiary started operation after that.
11. CONSOLIDATED FIXED ASSETS SCHEDULE FOR THE YEAR ENDED 30TH MARCH, 2015
S.No. PARTICULARS
GROSS BLOCK DEPRECIATION NET BLOCK
12 NON-CURRENT INVESTMENTS
Others Investments
Unquoted
a)Others
24,84,200 Equity Shares (Previous Year 24,84,200
Shares) of `10/- each of DGS Realtors Pvt. Ltd.Total
24,842,000
24,842,000
24,842,000
24,842,000
ALCHEMIST REALTY LIMITED
55
13 DEFERRED TAX LIABILITY
Deferred Tax Assets
As at As at31st March, 2015 31st March, 2014
` `
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
PARTICULARS
Related to fixed assets 1,079,134 104,566
Total 1,079,134 104,566
14 LONG-TERM LOANS AND ADVANCES
(Unsecured and Considered Good)
Advances 514,631,256 514,154,227
(Including Advances for Purchase of Land/Other Advances)
Security Deposits 8,808,450 8,659,950
Total 523,439,706 522,814,177
14.1 Advances includes amount given to various parties amounting to `1247.14 Lac (Previous year `1230.12 Lacs) in respect of property to be purchased/ acquired in due course of time. The matters relating to these are sub judice.
14.2 Advances include amount given to various parties amounting to ` 1830.12 Lacs (Previous year `1829.98 Lacs) process in respect of transfer of title of land is in progress and necessary sale deeds have not been executed so far in favour of the company.
14.3 An Amount of `1887.92 Lacs(Previous year `1887.91 Lacs) was given to various parties on account of franchise fees and other expenses for acquiring rights of Realogy Corpn. Inc USA for their brand (Century 21 ) which is recoverable in due course of time from its subsidiary century 21 properties India Pvt . Ltd. as and when the rights are transferred to it.
15.1 Deferred Revenue Expenditure and Preliminary expenses relate to M/s Alchemist Hill Resorts Private Limited(wholly owned subsidiary) and Century 21 Properties India Private Limited (subsidiary ).
17.1 Export debtors of merchant trade transactions amounting to ` 14171.29 lacs are overdue for more than nine months. The Company has extended credit from time to time as per market practice. Regular follow-up is being done to recover the amount. The management is confident of recovery and hence no provision is considered necessary
15 OTHER NON CURRENT ASSETS
MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Share Issue Expenses
Deferred Revenue Expenditure
Preliminary Expenses
Pre-operative Expenses
Less: Written Off
Total
16 INVENTORIES
Properties Under Development*
(Commercial Land and other Land, Flats and Plots )
TOTAL
* Valued at Cost ( Including pending allocation of related expenses).
17 TRADE RECEVIABLE
(Unsecured and Considered Good)
Over Six Months
Other
TOTAL
18 CASH AND CASH EQUIVALENTS
Cash in hand
Fixed deposit with Banks
Balance with banks
TOTAL
772,132
31,500
191,680
60,879,506
61,874,818
267,880
61,606,938
1,029,511
42,000
191,680
35,271,162
36,534,353
267,879
36,266,474
1,138,669,952
1,138,669,952
1,491,339,543
1,761,295
1,493,100,838
456,593
59,500
2,411,200
2,927,293
1,117,071,870
1,117,071,870
74,209,918
1,017,481,024
1,091,690,942
1,153,494
1,185,777,793
16,181,437
1,203,112,724
ALCHEMIST REALTY LIMITED
56
19 SHORT TERM LOAN AND ADVANCES
Advances to Supplier
Loan and advances to Employees
Prepaid Expenses
Advance Income Tax(Net of Provisions)
TOTAL
20 OTHER CURRENT ASSETS
Other Receivable
TOTAL
21 REVENUE FROM OPERATIONS
Sale of Product-Land and Building
Income from Services
TOTAL
22 OTHER INCOME
Other Non Operating Income
Interest Income
Rent Received
TOTAL
23 DIRECT COST
a)Opening Stock #
b)Addition During the year
1)Land #
2)Flats/Plots/Construction Equipments #
Total Purchase during the year(1+2)
c)Pending Allocation During the year(WIP)
Total Addition during the year(b+c)
d)Closing Stock #
Cost of Sales(a+b+c-d)
# Valued at cost(Including pending allocation).
24 EMPLOYEE BENEFITS EXPENSE
Salary
Reimbursement of Expenses
Other Amenities
Bonus/Exgratia
Gratuity
TOTAL
24.1 As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below.
Defined Contribution Plans
Contribution to Defined Contributions Plans, recognised as expense for the year is as under.
Particulars
Employer's Contribution to Provident Fund
Employer's Contribution to Pension Scheme
Employer's Contribution to ESI
9,664,024
1,844,480
224,853
-
11,733,357
7,211,876
7,211,876
349,454,035
1,696,038
351,150,073
54,717,234
33,508,960
151,200
88,377,394
1,117,071,868
21,015,109
346,988,655
368,003,764
0
368,003,764
1,138,669,951
346,405,681
42,489,670
6,330,997
2,988,876
39,305
220,775
52,069,623
2014-15
1,108,362
366,396
96,387
9,764,024
1,804,938
48,374
421,712
12,039,048
7,039,748
7,039,748
1,751,244,317
2,335,758
1,753,580,075
2,174,854
23,063,350
151,200
25,389,404
1,025,185,083
42,056,683
1,728,163,081
1,770,219,764
25,751,866
1,795,971,630
1,117,071,868
1,704,084,845
19,782,843
3,782,380
2,892,736
172,707
632,620
27,263,286
2013-14
956,998
327,998
105,733
As at As at31st March, 2015 31st March, 2014
`̀̀̀ `̀̀̀
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
PARTICULARS
Defined Benefit Plans:
(a) Gratuity
(b) Earned Leave.
ALCHEMIST REALTY LIMITED
57
These are unfunded schemes, the present value of obligation is determined based on actuarial valuation, the
disclosure of which is given as under:
2014-15
Gratuity Leave
EncashmentChange in the present value of obligation .Present value of Obligation as at the Beginning of the Period 2,122,703 2,420,741 1,508,429 1,439,781Acquisition adjustment - - - - Interest Cost 180,430 205,763 123,691 118,062Past Service Cost 327,802 336,771 - - Current Service Cost 707,931 805,321 673,405 899,487Curtailment Cost/(credit) - - - - Settlement Cost/(credit) - - - - Benefits Paid (147,147) (239,581) (311,914)Actuarial Gain/(Loss)on the obligation (601,126)
(410,006)
(427,986) 56,758 275,325Present value of Obligation as at the end of the Period 2,590,592 2,930,604Change in the fair value of plan assets
Particulars
2,122,703 2,420,741
(Amount in `)
2013-14
Gratuity Leave
Encashment
Fail value of Plan Assets as at the Beginning of the Period - - - -
Acquisition adjustment - - - -
Expected return on plan assets - - - -
Contributions - - - -
Benefits Paid - - - -
Actuarial Gain/(Loss)on the assets - - - -
Fair value of Plan Assets as at the end of the Period - - - -
Fair value of Plan assets
Fail value of Plan Assets at the Beginning of Period - - - -
Acquisition adjustment - - - -
Actual return on plan assets - - - -
Contributions - - - -
Benefits Paid - - - - Fair value of Plan Assets as at the end of the Period - - - - Funded status - - - - Excess of Actual over estimated return on plan assets - - - - Expense recognised in the statement of profit and loss
Current Service Cost 707,931 805,321 673,405 899,487
Past Service Cost 327,802 336,771 - -
Interest Cost 180,430 205,763 123,691 118,062
Expected return on plan assets - - - -
Curtailment Cost/(credit) - - - -
Settlement Cost/(credit) - - - -
Net Actuarial Gain/(Loss) recognised in the period (601,126) (427,986) 56,758 275,325
Expenses recognised in the statement of profit and loss 615,036 919,869 853,855 1,292,874Major categories of plan assets (as percentage of total plan assets)Government of India Securities - - - -
State Government securities - - - -
High quality corporate bonds - - - -
Equity shares of listed companies - - - -
Property - - - -
Special Deposit Scheme - - - -
Funds managed by insurer - - - -
Bank balance - - - -
TOTAL - - - - Assumptions
Discount Rate 7.8% 7.8% 8.2% 8.2%
Salary Growth Rate 10% 10% 10% 10%
Expected rate of return on Plan assets 0% 0% 0% 0%Retirement Age 60 60 60 60 years years years years
Mortality rates(as % of IALM 94-96): 100% 100% 100% 100%
Withdrawal rates, based on age: 5% 5% 5% 5%
ALCHEMIST REALTY LIMITED
58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
As at As at31st March, 2015 31st March, 2014
`̀̀̀ `̀̀̀
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
PARTICULARS
25 FINANCE COSTS
LC & Other Charges
Interest on Vehicles Loan
TOTAL 26 DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation on Tangible Assets
TOTAL
27 OTHER EXPENSES
Administrative Overheads
Audit Fees
Postage, Telegram & Telephone
Books & Periodicals
Conveyance
Electricity and Water
Insurance Charges
Legal & Professional Charges
Director Sitting Fees
Miscellaneous Expenses
Office Expenses
Other Expenses
Written off
Printing and Stationary
Repair & Maintenance Charges
Rent
Travelling Expenses
TOTAL
Marketing Overheads
Business Promotion
TOTAL
GRAND TOTAL
28 Contingent Liabilities not provided for
Particulars Current Year
Bills Discounted with bank since not realized Nil
Bank Guarantees/Counter Guarantee issued Nil
c) Estimated amount of contract remaining to be executed. ` Nil Nil
Letter of Credit un-expired Nil
29 Segment Reporting(AS 17)
30 Related Party Disclosures
As per Accounting Standard 18, the disclosure of transactions with the related parties are given below.
(i) List of related parties with whom transactions have taken place.
S.No. Name of the Related Party
1 Alchemist Airways Private Limited
2 Alchemist Limited
The company has only one reportable primary segment i.e. sale/purchase of Construction equipments and materials and development/consultancy of real estate and hence no separate segment disclosures made.
3 Alchemist Foods Limited
4 Alchemist Touchnology Limited
5 KDS Corporation Private Limited
6 Alchemist Media Limited
2,341,106
5,832
2,346,938
5,270,536
5,270,536
365,170
671,062
-
581,191
1,488,072
143,296
4,807,042
117,978
3,599,780
2,545,508
286,803
267,880
384,531
809,697
12,568,630
8,086,544
36,723,184
399,947
399,947
37,123,131
2,760,629
37,235
2,797,864
2,297,373
2,297,373
174,158
365,882
488
247,200
1,447,011
122,287
1,392,534
105,000
1,288,520
2,122,334
10,462
267,879
284,606
294,712
7,312,622
1,722,281
17,157,976
672,725
672,725
17,830,701
Previous Year
Nil
Nil
Nil
Nil
7 Technology Parks Limited
8 Ms. Kaajal Aijaz
Relationship
Associates
Associates
Associates
Associates
Promoters
Associates
Associates
Key Managerial Personal
ALCHEMIST REALTY LIMITED
59
(ii) Transaction during the year with related parties
S.No. Nature of transactions
1 Managerial Remuneration
2 Inter Corporate Loan Received
3 Hire Charges
4 Revenue from Operations
5 Reimbursement of Expenses
6 Dividend Paid
Disclosure in Respect of Material Related Party Transactions during the year:
1 Managerial Remuneration Paid to Kaajal Aijaz ` 25.96 lacs (Previous Year `44.50 Lacs)
2 Inter Corpoates Loan Received from KDS Corporation Private Limited ` 18973.51 Lacs
(Previous Year ` 16447.00 Lacs) and
Amount
25.96
28,656.51 26,130.00
55.69
19.06
19.04
-
Amount
44.50
53.81
19.76
37.51
33.67
(` in Lacs)
31 Disclosure as required by Accounting Standard(AS)20- Earning Per Share.
Net Profit After tax (8,379,733) 16,158,119
Weighted Average number of equity shares for Basic EPS(Nos.) 74,101,000 74,101,000
Face Value Per share ` 2/- ` 2/-
Basic EPS (`) (0.11) 0.22
Diluted EPS (`) (0.11) 0.22
Particulars Year ended 31st March.2015 31st March.2014
Year ended
32 As per Accounting Standard-28 impairment of Assets the company has assessed the conditions of all assets used in its operation is of the opinion that there is no impairment of assets, hence no provision was made
33 In the opinion of the management the current assets, loan and advances are of the value stated, if realize in the ordinary course of business.
34 Assets Taken on Operating Lease
Some of the office premises has been taken on operating lease for a period less than 10 years and are generally renewable at the option of the lessee. The Agreement have an escalation clause. There are no Sub-Leases and leases are generally cancellable in nature
35 Disclosure of Micro and Small Enterprises(Creditors)
The company is in the process of compiling information from the suppliers regarding their status as Micro/Small Scale Enterprises, so as to disclose the information as required by MSMED Act and Schedule VI of the companies Act relating to Micro, Small and Medium Enterprises. In the absence of confirmed information about the suppliers, it is practically not feasible to state the amount payable to them as on 31st March, 2015.
36 The Balances of debtors and creditors, loan and advances are subject to confirmation and their pending reconciliation. Such balances are reflected in the balance sheet as appearing in the books of accounts.
37 The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to exemption. Necessary information relating to the subsidiary is disclosed in the consolidated financial statements.
For K Singh & Associates Chartered Accountants Firm No. 012458N
Techonology Parks Limited` 9683.00 Lacs(Previous Year ` 9683.00 Lacs)
3 Revenue from Operation from Alchemist Limited ` 19.06 Lacs (Previous Year `19.76 Lacs )
4 Reimbursement of Expenses include from Alchemist Food Limited `0.88 Lacs (Prev. Year ` 0.94 Lacs),
Alchemist Limited ` 10.79
(Prev. Year ` 14.18 Lacs), Alchemist Media Limited ` Nil(Prev. Year `3.88 Lacs).
Lacs (Prev. Year ` 18.52 Lacs) Alchemist Touchnology Limited ` 7.37 Lacs
5 Dividend paid to KDS Corporation Private Limited Rs. Nil (Previous Year `33.67 Lacs)
For and on behalf of board
Vinay Kumar Mittal Pavan Kumar Verma
Managing Director Director
(Partner)
Membership No. 091673
Place: New Delhi Alok Mittal Vaibhav Sharma
Date : 28/05/2015 CFO Company Secretary
Kultar Singh
ALCHEMIST REALTY LIMITED
60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued
The Previous year figures have been regrouped/reclassified,whereever necessary to conform to the current year presentation
6 Hire charges paid to Alchemist Airways Pvt. Ltd. ` 55.69 Lacs (Previous Year `53.81 Lacs)
THIS P
AGE IS IN
TENTIONALLY
LEFT B
LANK
BOOK POST(PRINTED MATTER)
ALCHEMIST REALTY LIMITED23, NEHRU PLACE, NEW DELHI – 110019
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