The Directors have pleasure in presenting before you the 60th Annual Report of the Company together with theAudited Financial Statements for the year ended 31st March, 2025. The accounts are prepared in accordancewith the Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133 of theCompanies Act, 2013.
(' In Lakhs)
2024-2025
2023-2024
The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)
2,242.48
1,111.22
Less:
i) Finance cost
-
ii) Depreciation/Impairment
188.52
189.35
The net profit before Tax
2,053.96
921.87
Provision for Current Tax
49.00
41.00
Provision/(Saving) for Deferred Taxation
6.55
(17.20)
Current tax provision of earlier years written back
(173.33)
Net Profit After Tax
1,998.41
1,071.40
Add:
Other Comprehensive Income/(Expense) (does not include
FVOCI shown as other reserve)
(26.73)
14.16
The balance of Profit brought forward from last year
8,784.32
7,784.70
Total
10,756.00
8,870.26
Tax saving on OCI / (Expense)
(7.44)
3.94
Dividend Paid on Equity Shares
82.00
Tax Paid on Dividend
Transfer to General Reserve
74.56
85.94
Balance proposed to be carried forward to next year’s accounts
10,681.44
Pursuant to Sections 129, 134 of the Companies Act, 2013 (the Act), the Consolidated Financial Statementsof the Company, in accordance with Schedule III of the Act and applicable Accounting Standards along withAuditor's Report forms part of this Annual Report.
The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2025 at the rateof Re. 0.20 per share. Subject to approval of Shareholders, the Equity Dividend shall be paid, subject to theprovision of Section 126 of the Companies Act, 2013 to those Shareholders whose names stand on the Registerof Members on 30th August, 2025.
The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of theshares as per the details furnished by depositories for the purpose at the close of business hours on 21st August,2025.
During the year under review, the Board of Directors decided not to transfer any amount to the GeneralReserves of the Company.
The Company's standalone accounts shows revenue from operations at ' 2,222.97 lakhs and other income of' 452.42 lakhs as against ' 1,213.12 lakhs and ' 264.31 lakhs respectively in the last year. The profit before taxworks out to ' 2,053.96 lakhs as against ' 921.87 lakhs in the last year. The profit after tax (before Comprehensiveincome) is also higher at ' 1,998.41 lakhs as against ' 1,071.40 lakhs in the last year. These results include amuch higher share of profit of ' 1,827.38 lakhs (' 834.99 lakhs in the last year) from AMJ Land Developers, inwhich the Company is a partner, holding 95% stake. The higher share of profit from the firm is primarily due toimproved working of the firm having a revenue of ' 7,369.71 lakhs (' 5,268.44 lakhs in the last year).
“GREENS” is a self-contained gated residential project at Pune having modern and latest multiple amenitiesbeing developed by AMJ Land Developers. The 7th residential tower in the “GREENS” having an area of about1,47,758 sq. ft. is complete and received occupancy certificate in December 2024 and the possessions havestarted to be handed over on and from 14th February, 2025. The 8th residential tower having an area of 1,65,000sq. ft. comprising of 2, 3 and 4 BHKs in the project is under construction and has received exceptionally goodresponse majorly from the existing residents of GREENS and consequently about 80% of apartments havebeen booked. This speaks immensely of the reliability and goodwill generated by GREENS since inception.Barring unforeseen circumstances, this 8th tower is expected to be completed by March-27.
AMJ Realty Ltd, a wholly owned subsidiary Company, is evaluating and pursuing proposals for redevelopmentof existing old housing schemes in addition to proposed purchase of plot of land for residential development.This plot of land being an ancestral land involving time consuming resolution of the matters amongst theowners, is awaiting final documentation. The 'GREEN VILLE' project continues to be on hold in view of thedisputed applicability of repealed Urban Land Ceiling Act where clarity is awaited from Government pursuant tothe directions of Bombay High Court. In view of non-disposal of the matter by the Government of Maharashtraduring the directed time, the Company may again have to approach the authorities and the High Court.
The three wind power plants have generated saleable power of 65.60 lakhs kwh (Gross generation beforetransmission and wheeling losses 73.25 lakhs kwh) as against 71.49 lakhs kwh (Gross generation beforetransmission and wheeling losses 73.91 lakhs kwh) in the last year with marginal improvement in profitabilityfrom operations. The generation and sale of wind power is governed by the Electricity Regulatory regime underOpen Access structure which imposes higher levies thereby leaving not much of incentive for the consumersto source Open Access power from generators.
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the highlights of performanceof Subsidiary and Associates and their contribution to the overall performance of the company during theperiod under report is provided in Annexure-1 of this report.
As at 31st March, 2025, the Company has one Subsidiary namely AMJ Realty Limited which is engaged in thebusiness of Real Estate Developments.
Pursuant to the provision of Sections 124 and 125 of the Companies Act, 2013, relevant amounts like unclaimeddividend etc., which remained unpaid or unclaimed for a period of seven years have been transferred by theCompany, from time to time on due dates, to the Investor Education and Protection Fund ('IEPF').
In compliance with these provisions read with the Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 31,795 shares to theDemat Account of the IEPF Authority maintained with NSDL, in respect of which dividend had remainedunpaid/unclaimed for a consecutive period of 7 years or more. The details of the Shareholders whose sharestransferred to IEPF Authority and procedure to claim refund of unclaimed dividend amount and shares fromIEPF authority are available on the website of the Company viz: https://amiland.com/uploads/AMJ-List%20of%20Unpaid%20and%20Unclaimed%20Dividend%20as%20on%2006.09.2024-(Financial%20Year-2016-17%20to%202023-24).pdf
The Members of the Company at the 57th Annual General Meeting re-appointed M/s. J. M. Agrawal &Company, Chartered Accountants, as Statutory Auditors for further period of five years till the conclusionof 62nd Annual General Meeting of the Company.
There is no adverse remark or qualification in the Statutory Auditor's Report annexed to this AnnualReport.
The Auditors have reported that there is no fraud on or by the Company noticed or reported during theyear.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, theBoard had appointed M/s. Parikh & Associates, Practicing Company Secretaries, Mumbai as the SecretarialAuditor, to conduct the Secretarial Audit of the Company for the financial year 2024-25. The SecretarialAuditors' Report for the financial year 2024-25 is annexed hereto and marked as Annexure- 2.
There is no adverse remark or qualification in the Secretarial Audit Report.
Further in compliance with Regulation 24A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and Section 204 of The Companies Act, 2013, the Board ofDirectors of the Company at its meeting held on 14th May, 2025, have approved the appointmentof M/s. Parikh & Associates, Practicing Company Secretaries, a peer reviewed firm (Firm RegistrationNo. P1988MH009800) as Secretarial Auditors of the Company for a term of five consecutive yearscommencing from FY 2025-26 till FY 2029-30, subject to approval of the shareholders at the ensuing60th Annual General Meeting.
During the year under review, the Company has not accepted any deposits from Public.
Pursuant to the Provisions of Companies Act, 2013, Mr. Surendra Kumar Bansal (DIN: 00031115), Non-ExecutiveNon-Independent Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offershimself for re-appointment.
The details of the Directors of the Company, proposed to be re-appointed at the 60th Annual General Meeting,as required by Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are provided as Annexureat the end of the Notice convening the 60th Annual General Meeting of the Company.
Mr. Shrihari Waychal, Company Secretary & Key Managerial Personnel of the Company resigned from theservices of the Company with effect from close of the business hours of 18th July, 2024 and Mr. ChinmayPitre was appointed as Company Secretary & Key Managerial Personnel of the Company w.e.f. 30th October.2024. The Board places on record its appreciation for the services and contributions rendered by Mr. ShrihariWaychal during his tenure as Company Secretary & Key Managerial Personnel with the Company.
The Shareholders of the Company at their meeting held on 20th August, 2020 had re-appointed Ms. Preeti Mehta(DIN: 00727923) for second term for a period w.e.f 19th September, 2020 to 31st October, 2024. Accordingly,she retired on 31st October, 2024 on completing 10 years term as Non- Executive Independent Director of theCompany. The Board places on record appreciation for the services, guidance and contributions rendered byMs. Preeti Mehta during her tenure as Director with the Company.
Further based on the recommendation of the Nomination and Remuneration Committee, the Board of Directorsof the Company, at their meeting held on 30th October, 2024, appointed Mrs. Shilpa Bhatia (DIN: 08695595) asan Additional Director in the capacity of Non-Executive Independent Director of the Company, for a period of5 years w.e.f. 01st November, 2024 till 31st October, 2029. The said appointment of Mrs. Shilpa Bhatia as a Non¬Executive Independent Director was approved by the Members of the Company by way of a Postal Ballot on11th December, 2024 in accordance with the provisions of the Companies Act, 2013 & Rules made thereunderand the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has received declarations from all the Independent Directors of the Company confirming thatthey meet the criteria of independence as prescribed both under the applicable provisions of the CompaniesAct, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and also confirming that they are not debarred from holding the office of Director by virtue of any SEBIorder or any other such authority.
The Board of Directors is of the opinion that the Independent Directors holds the highest standard of integrityand possess necessary expertise and experience including proficiency in the field in which the Companyoperates.
The Company has complied with the applicable Secretarial Standards during the year issued by the Instituteof Company Secretaries of India.
During the year, 4 Board and 4 Audit Committee Meetings of the Company were convened and held. Thedetails of which are given in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between the said Meetings was within permissible period prescribed under the CompaniesAct, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors has constituted the Corporate Social Responsibility Committee of the Companycomprises of Mr. Arunkumar Mahabirprasad Jatia, Non Executive Director as Chairman of the Committee,Mr. Sudhir Duppaliwar, Non-Executive Independent Director, Mrs. Shilpa Bhatia, Non-Executive IndependentDirector and Mr. Surendra Kumar Bansal, Whole-Time Director & CFO as members of the Committee. Themajor role of this Committee is to formulate, recommend, implement and monitor the CSR policy, activitiesto be undertaken by the Company and to meet/contribute expenditure towards its recommended CorporateSocial Responsibility objectives. This Committee carried out the CSR Activities pursuant to section 135 readwith Schedule VII of the Companies Act, 2013 as amended from time to time and as per the CSR policy of theCompany.
During the year, the Company was required to spent amount of ' 15 Lakhs in accordance with Section 135(1) ofthe Companies Act, 2013 and the same has been fully spent on the CSR Projects recommended/approved bythe CSR Committee and the Board of Directors of the Company.
The CSR Committee affirmed that the implementation and monitoring of the CSR projects during the year wasin compliance with the CSR objectives and CSR policy of the Company.
The CSR Policy of the Company is available on the website of the Company viz: https://amjland.com/uploads/policies/AMJ-Corporate%20Social%20Responsibilitv%20Policv2025.pdf
The other relevant disclosures as stipulated under the Companies (Corporate Social Responsibility Policy)Rules, 2014 are given in Annexure-3.
Particulars of loan(s) given, investment(s) made, guarantee(s) given and securities provided along with thepurpose are provided in Annexure-4 to this Report.
The Board of Directors of the Company has adopted a Policy on Related Party Transactions for the purposeof determining the materiality of transaction with related parties and dealings with them. The said policyis available at the Company's website at httpsy/amjland.com/uploads/policies/AMJ-Policy-on-Related-Party-Transactions.pdf The Audit Committee reviews all related party transactions quarterly as also when necessary.
Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies(Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 are providedunder Annexure-5.
As required under Companies Act, 2013, a meeting of the Independent Directors was held on 05th February,2025. The Independent Directors evaluated the performance of the Non-Independent Directors, wherein theevaluation of performance of the Non-Independent Directors, including the Chairman and also of the Boardas a whole was made against pre-defined and identified criteria.
The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, wasfinalized by the Nomination and Remuneration Committee in its meeting held on 14th February, 2015, the saidcommittee has carried out evaluation of the performance of every Director. The said criteria is available atthe Company's website at https://amiland.com/uploads/policies/AMJLAND-Policy%20on%20evaluation%20of%20Performance%20of%20Directors%20and%20the%20Board.pdf The Board of Directors at their meetingheld on 05th February, 2025 has evaluated the performance of Independent Directors. The performance of theCommittee was also generally discussed and evaluated.
While evaluating, the principles and guidelines issued vide circular dated 5th January, 2017 read with SEBIMaster Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024 and the provisions of ScheduleIV of the Companies Act, 2013 have been taken into account.
The details of programmes for familiarisation of Independent Directors with the Company is available at theCompany's website at. https://amiland.com/uploads/policies/AMJLAND-Familiarisation%20Programme%20for%20Independent%20Directors.pdf
In accordance with the requirements of the Act, the Company has adopted and implemented a Risk ManagementPolicy for identifying risks to the Company, procedures to inform Board members about the risk assessment &minimization procedures, monitoring the risk management plan, etc.
In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulatedRemuneration policy which inter alia, includes the criteria for determining qualifications, positive attributesand independence of Directors. The said policy may be referred to, at the Company's website at https://amiland.com/uploads/policies/Criteria%20for%20Selection%20of%20Candidates%20for%20Senior%20Management%20and%20Members%20on%20the%20Board%20of%20Directors.pdf and is annexed heretoand marked as Annexure-8.
The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has been made keeping in view ofthe amendments in the Companies Act, 2013 and to comply with Regulation 22 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015. The said policy may be referred to, on the Company'swebsite at https://amiland.com/uploads/policies/AMJLand%20-%20Vigil%20Mechanism-Whistle%20Blower%20Policy.pdf
Pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014, the statement giving required details is given in the Annexures-6A and 6Bto this report.
In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statementcontaining the names of the top ten employees in terms of remuneration drawn and other relevant particularsis provided in a separate annexure forming part of this Report. Pursuant to Section 136 of the Companies Act,2013, the Annual Report is being sent to the Shareholders excluding the said annexure. Shareholders who wishto obtain a copy of the annexure may write to the Company Secretary at secretarial@pudumjee.com.
An Internal Complaints Committee ('Sexual Harassment Committee') has been constituted, under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with thecomplaints, if any, from the Company and other Companies in the Pudumjee Group.
During the year under review, there was no complaint of discrimination and harassment (including SexualHarassment) received by the Committee.
As the Company is not engaged in the manufacturing activities, the information related to Conservation ofenergy, technology absorption is not applicable.
During the year under review, no Foreign Exchange was earned and used.
The report on Corporate Governance in accordance with the guidelines of the Securities & Exchange Boardof India and pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, is attached and marked as Annexure-7.
There are no adverse material changes or commitments that occurred after 31st March, 2025, which may affectthe financial position of the Company or may require disclosure.
Pursuant to the provisions of Companies Act, 2013, draft of Annual Return for the financial year 2024-25is available on the website of the Company at https://amiland.com/uploads/financial/AMJ-Draft-Annual%20Return-Form%20MGT-7-2024-25.pdf
There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the goingconcern status and Company's operations in future.
The Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Companyand 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 suchinternal financial controls are adequate and were operating effectively.
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
Your Directors express their appreciation of the continued support and co-operation received from the all thestakeholders and employees of the Company.
On behalf of the Board of Directors,
Chairman.DIN: 01104256
Place: PuneDate: 14th May, 2025