31st Annual Report - Alchemist Realty Report_2014-15.pdf · ALCHEMIST REALTY LIMITED CORPORATE INFORMATION CORPORATE IDENTITY NUMBER (CIN) : L21100MH1983PLC029471 Board of Directors

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

53

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

1

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


2

*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.


3

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.


4

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


5

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)


6

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


7

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


8

(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





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



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)


9

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


10

@ 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,


11

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


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


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


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)


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.


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.


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.


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.


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


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


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


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]


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.


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


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


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


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.


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


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.


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.



Firm No. 012458N

KULTAR SINGH




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


(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


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



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






Kultar Singh

Partner



Dated : 28/05/2015



33

Year Ended Year Ended


`('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


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


Vinay Kumar Mittal Pavan Kumar Verma


Alok Mittal Vaibhav SharmaCFO Company Secretary


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


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.


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


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)


37

NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Continued


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


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


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


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


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



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.


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


41



Change in the fair value of plan assets

Fail value of Plan Assets as at the Beginning of the Period - - - -


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 - - - -


Actual return on plant assets - - - -



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




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


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


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


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


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


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 (`)



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.


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)


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


45



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


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



Firm No. 012458N

KULTAR SINGH




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.


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.



Firm No. 012458N

KULTAR SINGH




49


`̀̀̀ `̀̀̀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








Kultar Singh

Partner



Dated : 28/05/2015


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015.

PARTICULARS NOTE


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


`̀̀̀ `̀̀̀

(1)Basic (0.11) 0.22

(2)Diluted (0.11) 0.22






Firm No. 012458N Pavan Kumar Verma

Director

Kultar Singh

Partner



Dated : 28/05/2015

Vinay Kumar Mittal

Managing Director



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


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




Place: New Delhi

Alok Mittal Vaibhav Sharma

Date :28/05/2015

CFO Company Secretary

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR 2014-15.

PARTICULARS


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


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.


`̀̀̀ `̀̀̀

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


PARTICULARS


53

2.1 The detail of Shareholders holding more than 5% shares:


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.


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


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


Unsecured

Inter Corporate Loans

Total


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)




54


`̀̀̀ `̀̀̀

PARTICULARS


`̀̀̀ `̀̀̀



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


55

13 DEFERRED TAX LIABILITY

Deferred Tax Assets


` `



PARTICULARS

Related to fixed assets 1,079,134 104,566

Total 1,079,134 104,566

14 LONG-TERM LOANS AND ADVANCES


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


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


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


`̀̀̀ `̀̀̀



PARTICULARS

Defined Benefit Plans:

(a) Gratuity

(b) Earned Leave.


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 - - - -





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 - - - -


Actual return on plan assets - - - -


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




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%


58




`̀̀̀ `̀̀̀



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


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


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



(Partner)


Place: New Delhi Alok Mittal Vaibhav Sharma

Date : 28/05/2015 CFO Company Secretary

Kultar Singh


60



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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Documents

31st Annual Report - Alchemist Realty Report_2014-15.pdf · ALCHEMIST REALTY LIMITED CORPORATE INFORMATION CORPORATE IDENTITY NUMBER (CIN) : L21100MH1983PLC029471 Board of Directors