Dear Members,

Your Directors are pleased to present 36th Annual Report of Ajmera Realty & Infra
India Limited ("the Company") together with the Audited Financial Statements for
the year ended March 31, 2023.


1. FINANCIAL HIGHLIGHTS: 



(Rs. in Lakhs)


  

    

    
Standalone
    
Consolidated
  
  

    
Key Financial Indicators
    
Year Ended March 31, 2023
    
Year Ended March 31, 2022
    
Year Ended March 31, 2023
    
Year Ended March 31, 2022
  
  

    
Revenue from Operations
    
36,102.21
    
40,479.06
    
43,110.45
    
48,268.34
  
  

    
Other Income
    
533.49
    
449.83
    
952.72
    
643.31
  
  

    
Total Income
    
36,635.70
    
40,928.89
    
44,063.18
    
48,911.65
  
  

    
Total Expenditure
    
27,148.11
    
35,516.59
    
34,444.52
    
42,738.56
  
  

    
Profit before share of profit/(loss) of
    
9,487.59
    
5,412.30
    
9,618.65
    
6,173.09
  
  

    
Associate/ Joint Venture
    

    

    

    

  
  

    
Share of profit/(loss) of Associate/Joint
    
-
    
-
    
-
    
-
  
  

    
Venture
    

    

    

    

  
  

    
Profit before Tax (PBT)
    
9,487.59
    
5,412.30
    
9,618.65
    
6,173.09
  
  

    
Tax Expenses
    
2,387.84
    
1,362.17
    
2,459.98
    
1,539.30
  
  

    
Profit After Tax (PAT)
    
7,099.75
    
4,050.13
    
7,158.67
    
4,633.79
  
  

    
Non-Controlling Interests
    
-
    
-
    
8.70
    
95.22
  
  

    
Other Comprehensive Income/ (loss)
    
26.40
    
(15.73)
    
26.40
    
(15.73)
  
  

    
Total Comprehensive Income
    
7,126.15
    
4,034.40
    
7,176.37
    
4,522.84
  
  

    
Opening Balance in Statement of
    
45,333.52
    
41,299.12
    
52,530.56
    
48,007.72
  
  

    
Surplus of Profit and Loss
    

    

    

    

  
  

    
Amount available for appropriation
    
52,459.68
    
45,333.52
    
59,706.93
    
52,530.56
  
  

    
Less: Proposed Dividend
    
798.41
    
-
    
798.41
    
-
  
  

    
Tax on Dividend
    

    

    

    
-
  
  

    
Less : Transfer to General Reserve
    
712.62
    
-
    
717.64
    
-
  
  

    
Prior period Adjustment
    

    

    

    

  
  

    
Closing Balance in Statement of
    
50,980.65
    
45,333.52
    
58,190.88
    
52,530.56
  
  

    
Surplus of Profit and Loss
    

    

    

    

  



2. REVIEW OF OPERATIONS


Consolidated:


The Consolidated turnover of the Company is Rs. 43,110.45/- Lakhs as against Rs
48,268.34/- lakhs for the previous Financial Year. The PBT stood at 

9,618.65/- Lakhs in the FY 2022-23 as compared to Rs 6,173.09/- Lakhs in previous year.
Whilst the Standalone turnover stood at 36,102.21/- Lakhs as compared to Rs 40,479.06/-
Lakhs in the previous

Financial Year under review and PBT stood at 9,487.59/- Lakhs in FY 2022-23 as compared
to 5,412.30/- Lakhs of previous Financial Year.


3. SHARE CAPITAL



The authorized share capital of the Company is Rs 1,50,00,00,000/- (Rupees One hundred
and Fifty Crores) divided into Rs 15,00,00,000 (Fifteen Crores) no. of equity shares of Rs
10/- each. The issued and paid up capital of the company consist of Rs 35,48,48,750/-
(Rupees Thirty Five Crores Forty Eight Lakhs Forty Eight Thousand Seven Hundred and Fifty)
divided into Rs 3,54,84,875 equity shares of 10/- each.

The Company has neither issued shares with differential rights as to the dividend,
voting or otherwise nor issued sweat equity shares. There is no scheme for employee stock
option or provision of money for shares of the Company to the employees or Directors of
the Company.

The Company did not issue any bonus shares for the fiscal 2023, nor has company bought
back any of its securities during the year under review. Also, no funds have been raised
through preferential allotment or qualified institutional placement during the financial
year 2022-2023.


4. DEPOSITORY SYSTEM



Your Company's equity shares are available for dematerialisation through National
Securities Depository Limited and Central Depository Services (India) Limited. As on March
31, 2023, 99.99% of the equity shares of the Company were held in dematerialised form.


5. DIVIDEND



Based on the overall Company's performance, the Directors are pleased to recommend a
dividend of 3.00/- (30%) per share on 3,54,84,875 Equity Shares of 10/- each of the
Company for the Financial Year 2022-23. The total quantum of the payout, if approved by
the members at the ensuing 

Annual General Meeting (AGM), will be Rs 1,064.54/- Lakhs. 

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of
shareholders. The Company shall, accordingly, make the payment of the final dividend after
deduction of tax at source as per applicable tax rates.

The Dividend, if approved at the AGM, will be paid to: (a) All members whose names
appear on Register of Members of the Company as on Friday, August 4, 2023 and (b) To those
whose names appear as beneficial owner, as on Friday, August 4, 2023 as furnished by
National Securities Depositories Ltd. and Central Depository Services (India) Ltd. for the
purpose.


6. SECRETARIAL STANDARDS



Your Company has complied with Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India ("ICSI").


7. RESERVES



Your Company has not transferred any amount to Reserves during the year.


8. DEPOSITS



Your Company has not accepted any Deposits during Year and hence provisions of the Act,
relating to acceptance of Public Deposits are not applicable to the Company.


9. LOANS AND INVESTMENTS



Details of loans, guarantee and investments under the provisions of section 186 of the
Companies Act, 2013 read with the Companies (Meeting of Board and its powers) Rules, 2014
as on March 31, 2023 are set out in Notes 5 & 6 of the Standalone Financial Statements
of the Company.


10. MANAGEMENT DISCUSSION & ANALYSIS


Management Discussion and Analysis as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part
of this Annual Report. It speaks about overall industry structure, global and domestic
economic scenarios, developments in business operations /performance of the Company's
various projects, internal controls and their adequacy, risk management systems and other
material developments during the financial year 2022-23.


11. CORPORATE GOVERNANCE


The Securities and Exchange Board of India has prescribed certain corporate governance
standards vide Regulations 24 and 27 of the Listing Regulations. Your Directors re-affirm
their commitments to these standards and a detailed Report on Corporate Governance
together with the Auditors' Certificate on its compliance is annexed hereto.


12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING


In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to
time, the Business Responsibility and Sustainability Reporting for the financial year
ended March 31, 2023 has been separately furnished in the Annual Report and forms a part
of the Annual Report.


13. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES


The details of financial statements of all Subsidiaries, Associates & Joint
Ventures of the Company in the prescribed Form AOC-1 "Annexure-I" forms
part of consolidated financial statements in compliance with Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said
format highlights the financial performance of each of the Subsidiaries, Associates &
Joint Venture companies included in consolidated financial statements of the Company
pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. In accordance with Section
136 of the Companies Act, 2013, the consolidated financial statements along with the
financial statements, other documents required to be attached and audited financial
statements of each of the subsidiary and associate companies are available for inspection
by the members at the registered office of the Company during business hours on all days
except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting
(‘AGM') and the same are also available on the website under
https://ajmera.com/investor-corner/annual-reports/ The Company has formulated policy for
determining material subsidiaries. The policy may be accessed on the website of the
Company
(https://ajmera.com/wp-content/uploads/2022/10/policy-for-determining-material-subsidiaries.pdf).


Material Unlisted Subsidiary


During the year under review, your Company has one material unlisted subsidiaries as
per provision of the SEBI (LODR), Regulation, 2015 which is 

Ajmera Mayfair Global WLL. 

The audit committee of the company have reviewed the financial statements, in
particular the investments, if any made by Ajmera Mayfair Global WLL during the fiscal
year under the review. Also all the significant transactions and arrangements made by
Ajmera Mayfair Global WLL were brought to the notice of Board of Directors of the Company.


Companies which have become or ceased to be its subsidiaries, joint ventures or
associate companies during the year: Ajmera Luxe Realty Private Limited have become
its Wholly Owned subsidiary company with effect from 30th January 2023.


14. RELATED PARTY TRANSACTIONS 


All contracts /arrangements/transactions entered by the Company with Related Parties
were in ordinary course of business and at arm's length basis. Since, Form AOC- 2 is not
applicable to the Company.

During the year under review, except the Material Related Party Transactions as
approved by the Shareholders of the Company through Portal Ballot on January 15, 2023, the
Company has not entered into any contracts/ arrangements/transactions were related parties
qualify as material in accordance with the policy of the Company on materiality of related
party transactions or as per the provision of Listing Regulation. Prior Omnibus Approval
was granted for entering into transaction with Ajmera Cements Private Limited for purchase
of cement up to 5,00,000/- and such transaction was not material transaction as per the
policy of company and as per Listing Regulation.

All transactions with related parties were reviewed and approved by the Audit Committee
and are in accordance with the Policy on Related party Transactions formulated by the
Company. There are no materially significant related party transactions that may have
potential conflict with interest of the Company at large.

The details of related party transactions as per Indian Accounting Standards (IND
AS)-24 are set out in Note 39 to the standalone Financial Statements of the Company.


15. DIRECTORS AND KEY MANAGERIAL PERSONNEL


During the year, the Board of Directors at its meeting held on December 2, 2022 on
recommendation of the Nomination and Remuneration Committee, and approved by the
Shareholders of the Company through Portal Ballot on January 15, 2023, the continuation of
Mr. Rajnikant Ajmera as a chairman and managing director beyond the age of 70 years as per
applicable provision of Companies Act, 2013, till the expiry of his current term till July
31, 2024.

Mr. Manoj Ajmera, (DIN - 00013728), retires by rotation and being eligible offers
himself for reappointment. A resolution seeking shareholders' approval for his
re-appointment along with other required details forms part of the notice.

During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Act following are the Key Managerial
personnel of the 

Company as per the provisions of Companies Act, 2013 and rules made there under:

• Mr. Manoj I. Ajmera - Managing Director

• Mr. Nitin D. Bavisi - Chief Financial Officer 

• Mr. Vinit M. Tanna - Company Secretary*

• Mr. Kartik Sharma – Company Secretary*

*Note : Mr. Vinit M. Tanna has resigned from the post of Company Secretary w.e.f. May
15, 2023 and Mr. Kartik Sharma has appointed as a Company Secretary w.e.f. from July 25,
2023

None of the Key Managerial Personnel of the Company has resigned during the Financial
Year under review.


16. NUMBER OF BOARD MEETINGS


During FY2023, 5 (Five) Board Meetings were held details of which, along with
particulars of attendance of the Directors at each of the Board Meetings are given in the
Corporate Governance Report of the Company, which forms a part of this report. The
intervening gap between the meetings was within the period prescribed under the Act and
the Listing Regulations.


17. DECLARATION BY INDEPENDENT DIRECTORS


The Company has received the Certificate of Independence from all the Independent
Directors pursuant to Section 149 of the Act and Regulation 16 of the Listing Regulations,
confirming and certifying that they have complied with all the requirements of being an
Independent Director of the Company. The Independent Directors have also confirmed that
they have complied with the Company's Code of Conduct. The Company has also received
declarations under Regulation 25(8) of Listing Regulations from the Independent Directors
confirming that they were no existence or anticipation of any circumstances during the
year that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.


18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR


The Company has in place a system to familiarize the Independent Directors with the
organization, its operations, business, technologies and on-going events. The details of
familiarization programme are disclosed on the Company's website on the web link
https://ajmera.com/wp-content/
uploads/2022/10/familiarisation-programme-for-independent-directors.pdf


STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR


Since there are no Independent Directors appointed during the year, statement under
Rule 8 (5) Companies (Accounts) Rules, 2014 is not required.


19. COMMITTEE OF THE BOARD


The Company has constituted the following Statutory Committees of the Board of
Directors:-

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social and Business Responsibility Committee;

4. Nomination and Remuneration Committee;

5. Risk Management Committee; and

6. Committee of Independent Directors.

The Report of Corporate Governance contains the details of the composition of each of
the above Committees, their respective role and responsibilities.


20. PECUNIARY RELATIONS


The Non-executive Directors including Independent Directors, apart from receiving
Directors' remuneration by way of sitting fees and reimbursement expenses for attending
Board and its Committee meetings do not have any other material pecuniary relationship or
transactions with the Company. No commission on the net profit of the Company is paid to
any Director.


21. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES


The remuneration paid to Directors is in accordance with Nomination and Remuneration
Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation
19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
information required under section 197 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) in
respect of Directors /employees of the Company is set out in the "Annexure-II"
to this report.

Further information as required as per the provisions of Section 197 of the Companies
Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, "(including amendments thereof), forms part of
this report. However, the above mentioned statement is not being sent to the members along
with the Annual Report in accordance with the provisions of Section 136 of the Act.

The aforesaid information is available for inspection by the members up to the date of
this Annual General Meeting (‘AGM'), on all working days, during business hours, at
the Registered Office of the Company. Members who are interested in obtaining the said
particulars may please write to the Company at investors@ajmera.com.

The Managing Director of the Company has not received any remuneration or commission
from any of Company's subsidiary. 


22. NOMINATION AND REMUNERATION POLICY


The Company has adopted Nomination and Remuneration Policy in accordance with the
provisions of Companies Act, 2013 read with Rules issued there under and SEBI Listing
Regulations. The said Policy of the Company, inter alia, provides that the Nomination and
Remuneration Committee shall formulate the criteria for appointment of 

Executive, Non-Executive Director and Independent Directors on the Board of Directors
of the Company and persons in Senior Management of the Company, their remuneration
including determination of qualifications, positive attributes, independence of Directors
and other matters as provided under subsection (3) of section 178 of Companies Act, 2013
(including any statutory modification(s) or re-enactment (s) thereof for time being in
force).

The salient features of the Policy is set out in the Corporate Governance Report which
forms part of this Annual Report. The Policy is also available on the website of the
Company https://ajmera.com/
wp-content/uploads/2022/10/nomination-and-remuneration-policy.pdf


23. PERFORMANCE EVALUATION


The Company has devised a policy for performance evaluation of the Board, committees
and other individual Directors (including independent Directors) which include criteria
for performance evaluation of the non-executive Directors and executive Directors. The
evaluation process inter-alia considers attendance of the Directors at the Board and
Committee meetings, acquaintance with business, communication inter-se Board Members,
effective participation, domain knowledge, compliance with code of conduct, vision and
strategy, benchmarks established by the global peers, etc., which is in compliance with
applicable laws, regulations and guidelines. The Board carried out annual performance
evaluation of the Board, Board Committee and individual Directors and Chairperson. The
Chairman of the respective Board Committee shared the report on evaluation with the
respective committee members. The performance of each committee was evaluated by the
Board, based on report of evaluation received from respective Board Committees.

The reports on performance evaluations of the individual Directors were reviewed by the
chairman of the Board.

During the year, the separate meeting of Independent Directors was held on March 23,
2023. In this meeting, the performance of the Non-Independent Directors, performance of
the Board as a whole and performance of the Chairman was evaluated.


24. DIRECTORS RESPONSIBILITY STATEMENT


Pursuant to the requirement of clause 

(c) of subsection 

(3) of Section 134 of the Companies Act, 2013, your Directors confirm that: 

(a) In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Companies Act, 2013, have been followed along with proper explanations relating to
material departures, wherever applicable.

(b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of
the Company for the year ended on that date; 

(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; 

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

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

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


25. AUDIT COMMITTEE


The Audit Committee is in alignment with provisions of Section 177 of the Companies
Act, 2013 read with Rules issued there under and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit
Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Mr. A. C. Patel, Mrs. Aarti M. Ramani and Mr.
Rajnikant S. Ajmera. The majority of the members are Independent Directors and Mr. A.C.
Patel, Independent Director is a Chairman of the Committee. During the year, all
recommendations made by Audit Committee were accepted by the Board of Directors of the
Company.


26. AUDITORS AND AUDITOR'S REPORT

Statutory Auditor:


The members of the Company at the last (i.e. 35th) Annual General Meeting held on
August 25, 2022 appointed M/S V Parekh & Associates, Chartered 

Accountants (Firm registration No. 107488W) as the Statutory Auditor of the Company for
the period of 5 years from the conclusion of the 35th Annual General Meeting till the
conclusion of the 40th Annual General Meeting to be held in the year 2027. The Auditor's
report for the financial year ended March 31, 2023, on financial statements of the Company
forms a part of this Annual Report. The Auditor's Report for the financial year ended
March 31, 2023 does not contain any qualification, reservation or adverse remark.


Cost Auditor:


The Board of Directors, on recommendation made by Audit Committee, have appointed M/s.
D. R. Mathuria & Co. Cost Accountants (Firm Reg. No.101535) as Cost Auditor of the
Company to conduct the audit of cost records for the financial year 2023-24. The
remuneration proposed to be paid to the Cost Auditor, subject to ratification by the
shareholders of the Company, at the ensuing 36th Annual General 

Meeting would not exceed 92,500/- (Rupees

Ninety Two Thousand Five Hundred) excluding taxes and out of pocket expenses, if any.

The Company has received consent from M/s D. R. Mathuria & Co., Cost Accountants,
to act as the Cost Auditor for conducting audit of the cost records for the financial year
2023-24 along with a certificate confirming that they are independent firm of Cost
Accountants and are at arm's length relationship with the Company.


Secretarial Auditor:


The Board of Directors of the Company has appointed Mrs. Shreya Shah, Practising
Company Secretary (Certificate of Practise No.15859) as the Secretarial Auditor to conduct
an audit of Secretarial records for the fiscal 2023-24.

The Company has received consent from Mrs. Shreya Shah to act as the auditor for
conducting audit of Secretarial records for the financial year ending March 31, 2024.

The Secretarial Audit Report along with the Secretarial Compliance Report for the
financial year ended March 31, 2023 is set out in Annexure III to this Report. 


Internal Auditor:


Pursuant to section 138(1) of Companies Act, 2013 read with the Company (Accounts)
Rules, 2014, Mr. Hites Panchal, a qualified Chartered Accountant is appointed as the
Internal Auditor of the Company under whole-time employment. The Internal Auditor conducts
the internal audit of the functions and operations of the Company and reports to the Audit
Committee and Board quarterly.


27. REPORTING OF FRAUDS BY AUDITORS


During the year under review, no instances of fraud were reported by the Statutory
Auditor of the Company under section 143 (12) of the Companies Act, 2013.


28. HUMAN RESOURCES AND INDUSTRIAL RELATIONS


Your company firmly believes that employees are the most valuable assets and key
players of business success and sustained growth. The Company continued to conduct various
employee benefit, recreational and team building programs to enhance employee skills,
motivation as also to foster team spirit. Company also conducted in-house training
programs to develop leadership as well as technical/functional capabilities in order to
meet future talent requirements. Industrial relations were cordial throughout the year.


29. EXTRACT OF THE ANNUAL RETURN


Pursuant to Section 134(3)(a) and section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for
the financial year ended March 31, 2023, is hosted on the website of the Company at
https://ajmera.com/investor-corner/annual-reports/ 


30. RISK MANAGEMENT POLICY


The Company's management systems, organisational structures, processes, standards, code
of conduct and behaviours together form the system that governs how the Group conducts the
business of the Company and manages associated risks. The approach is based on
identification, evaluation, and mitigation of operational, strategic and environmental
risks, disciplined risk monitoring and measurement and continuous risk assessment and
mitigation measures.

The Audit 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.


31. VIGIL MECHANISM 


A "Vigil Mechanism Policy" for Directors and employees of the Company is
constituted, to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on rising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any, Financial Statements and
reports, etc.

The Whistle blower policy has been approved and adopted by Board of Directors of the
Company in compliance with the provisions of 177(10) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations and Disclose Requirements) Regulations,
2015.

The same is available on the Company's website:
https://ajmera.com/wp-content/uploads/2022/10/ whistle-blower-policy.pdf


32. DIVIDEND DISTRIBUTION POLICY


Since your Company comes under the top 1000 companies as per Market Capitalization,
Board of Directors has adopted Dividend Distribution Policy in compliance with Regulation
43A of the SEBI Listing Regulations and the same is available at
https://ajmera.com/wp-content/uploads/2022/10/ Dividend-Distribution-Policy.pdf


33. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE


Your Company has Zero tolerance towards any action on the part of any one which may
fall under the ambit of ‘Sexual Harassment' at workplace, and is fully committed to
uphold and maintain the dignity of every women working with the Company. The Company has
constituted an Internal Complaint Committee pursuant to the provisions of Sexual
Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 for prevention, prohibition and redressal of
complaints/grievances on the sexual harassment of women at work places. Your Directors
further states that during the year under review, there were no complaints received
pursuant to the above Act.

The Company also has in place Policy on Prevention of Sexual Harassment at Workplace is
in line with the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees across the organization to build awareness
amongst employees about the policy and the provisions of Prevention of Sexual Harassment
of Women at Workplace Act.


34. CORPORATE SOCIAL RESPONSIBILITY (CSR)


During the year the Company spent 82,02,821/- (Rupees Eighty Two Lacs Two
Thousand Eight HundredTwentyOneOnly)towardsCSRExpenditure.

The Company's CSR initiatives were as per the CSR Policy of the Company available on
our website www.ajmera.com which is in accordance with Section 135 of the Companies Act,
2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and details
of the same is set out in "


Annexure-IV".


35. DETAILS OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS


Our company has a proactive approach to manage and mitigate risks. The major business
and process risks are identified from time to time by the functional heads. Risk
management forms an integral part of the management policies and is an ongoing process
integrated deeply into everyday operations. These risks are timely reviewed by the Board
and mitigation strategies are suggested to reduce the impact. Adequate internal control
systems commensurate with the nature of the Company's business, size and complexity of its
operations are in place and have been operating satisfactorily. Internal control systems
comprising of policies and procedures are designed to ensure reliability of financial
reporting, timely feedback on achievement of operational and strategic goals, compliance
with policies, procedure, applicable laws and regulations. The Enterprise Resource
Planning (ERP) system supports in standardisation of processes and automation. Internal
control systems are designed to ensure that all assets and resources are acquired
economically, used efficiently and adequately protected.


36. AWARDS AND RECOGNITIONS


There were no awards and recognitions received for the FY 2022-23.

Past Achievements of the Company in FY 2019-20:

1. Ajmera Group awarded with "Developer of the Year- Residential" Award 2019
at 11th Realty Plus Conclave & excellence Award 2019-West.

2. Shri. Rajnikant Ajmera Hon.CMD of Ajmera Group has been awarded the "Lifetime
Achievement Award" at 11th Realty Plus Conclave & excellence Award 2019-West.

3. Ajmera Won the "Best OOH Campaign of the year 2018" at Marketing Maverick
Award -March 2019.

4. Mr. Dhaval Ajmera Director of Ajmera Group has been awarded the most iconic
Personality in Realty of the year- at The Iconic Achievers Award 2019. 

5. Awarded by Hurun Report 2018 GROHE HURUN – Special Felicitation for excelling
50 years in Indian Real Estate – Ajmera Realty on 26th Feb 2019


37. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO IEPF 


As per Section 124 of the Companies Act, 2013 read with the Investor Education
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 (seven)
years and also the shares in respect of which the dividend has not been claimed by the
shareholders for 7 (seven) consecutive years or more are required to be transferred to
Investor Education Protection Fund in accordance with the procedure prescribed in the
Rules. Hence, the Company urges all the shareholders to encash /claim their respective
dividend during the prescribed period. Accordingly, the unclaimed and unpaid Final 

& Interim dividend amounts pertaining to the financial year 2015-16 will be
transferred to the IEPF Account during financial year 2023-24.


38. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION UNDER SECTION 134(3)
(l) OF THE COMPANIES ACT, 2013


Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year of the Company and the date of this report.


39. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE 


Your Company on recommendation of its Audit Committee at its board meeting held on 13th
January, 2020, considered and approved a Scheme of Arrangement between Ajmera Realty 

& Infra India Limited ("the Demerged Company") and Radha Raman Dev
Ventures Private Limited (‘RRDVPL' or ‘the Resulting Company') and their
respective shareholders under sections 230 to 232 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder ("Scheme"). The Resulting
Company is the wholly owned subsidiary of the Demerged Company.

As per provisions of the Regulation 37 of the SEBI Listing Regulations your Company
filed draft Scheme of arrangement with Stock Exchanges on January 14, 2020 and received
Observation Letter from Bombay Stock Exchange (BSE) & National Stock Exchange (NSE) on
March 26, 2021.

The Letter confirms that BSE & NSE has no adverse observations with limited
reference to those matters having a bearing on listing/de-listing/continuous listing
requirements within the provisions of Listing Agreement, enabling the company to file the
scheme with Hon'ble NCLT. The shareholders at the National Company Law Tribunal (NCLT)
convened meeting held on November 15, 2021 approved the Scheme. The said scheme is yet to
be approved by the NCLT.


40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO


The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 and
rules framed there under is enclosed herewith as "Annexure - V".


41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR.


During the year under review, neither there is any application made nor any proceedings
are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). 


42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:


During the year under review, no such exercise has happened.


43. GREEN INITIATIVE


Your company has adopted green initiative to minimize the impact on the environment.
The Company has been circulating the copy of the Annual Report in electronic format to all
those members whose email addresses are available with the Company. Your Company appeals
other Members also to register themselves for receiving Annual Report in electronic form.


44. APPRECIATION&ACKNOWLEDGEMENTS


Your Directors on record their gratitude for all stakeholders viz., customers,
shareholders, dealers, suppliers, bankers, employees and all other business associates for
the continuous support given by them to the Company and its Management. 


For and on behalf of the Board of Directors For Ajmera Realty & Infra India Limited



  

    

    
Sd/-
  
  

    

    
Rajnikant S. Ajmera
  
  

    
Date: July 25,2023
    
Chairman & Managing Director
  
  

    
Place: Mumbai
    
DIN: 00010833