To the Members,
The Directors have pleasure in presenting before you the 61st Annual
Report of the Company together with the Audited Financial Statements for the year ended 31st
March, 2026. The accounts are prepared in accordance with the Companies (Indian Accounting
Standards) Rule, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013.
FINANCIAL RESULTS :
|
2025-2026 |
2024-2025 |
| The Earnings Before Interest, Tax, Depreciation and
Amortization (EBITDA) |
1,740.92 |
2,242.48 |
| Less: |
|
|
| i) Finance cost |
- |
- |
| ii) Depreciation/Impairment |
186.76 |
188.52 |
| The net profit before Tax |
1,554.16 |
2,053.96 |
| Less: |
|
|
| Provision for Current Tax |
70.00 |
49.00 |
| Provision/(Saving) for Deferred Taxation |
56.79 |
6.55 |
| Net Profit After Tax |
1,427.37 |
1,998.41 |
| Add: |
|
|
| Other Comprehensive Income/(Expense) |
|
|
| (does not include FVOCI shown as other reserve) |
10.76 |
(26.73) |
| The balance of Profit brought forward from last year |
10,681.44 |
8,784.32 |
| Total |
12,119.57 |
10,756.00 |
| Less: |
|
|
| Tax on OCI |
2.72 |
(7.44) |
| Dividend Paid on Equity Shares |
82.00 |
82.00 |
| Transfer to General Reserve |
- |
- |
| Total |
84.72 |
74.56 |
| Balance proposed to be carried forward to next year's
accounts |
12,034.85 |
10,681.44 |
CONSOLIDATED FINANCIAL STATEMENTS :
Pursuant to Sections 129, 134 of the Companies Act, 2013 (the Act), the
Consolidated Financial Statements of the Company, in accordance with Schedule III of the
Act and applicable Accounting Standards along with Auditor's Report forms part of
this Annual Report.
DIVIDEND :
The Board of Directors recommends the payment of Dividend for the year
ended 31st March, 2026 at the rate of Re.0.20 per share. Subject to approval of
Shareholders, the Equity Dividend shall be paid, subject to the provision of Section 126
of the Act to those Shareholders whose names stand on the Register of Members on 02nd
September, 2026.
The Dividend in respect of shares held in electronic form, will be paid
to all those beneficial owners of the shares as per the details furnished by depositories
for the purpose at the close of business hours on 24th August, 2026. During the
year under review, the Board of Directors decided not to transfer any amount to the
General Reserves of the Company.
OPERATIONS :
The Company's standalone accounts shows total income comprising of
revenue and other income at Rs. 2,162.07 Lacs as against Rs. 2,675.39 lacs in the
last year. The profit after tax for the year is at Rs. 1,427.37 lacs as against Rs.
1,998.41 lacs in the last year. The revenue and profits are lower on account of lower
share of profits from the partnership firm in view of one building being under
construction as against two in the last year.
Having successfully completed and handed over 7 residential towers in
"GREENS", the 8th tower of about 1,65,000 sq. ft. comprising of 2, 3
and 4 BHKs, is under construction which has received good response from the existing
residents of "GREENS", a self-contained prestigious gated residential project.
The 8th tower is expected to be completed by the end of next financial year to
house 136 families. The "GREENS" is constructed under the partnership
arrangement in which the company holds 95% stake and for accounting purposes, the firm is
treated as subsidiary. The ‘GREEN VILLE' project continues to be on hold in view
of the disputed applicability of repealed Urban Land Ceiling Act currently pending for the
resolution with the Government authorities pursuant to the directions of Hon'ble
Bombay High Court. In view of long delay which this matter is facing at the Government
level, the Company may have to again approach the Hon'ble High Court.
AMJ Realty Ltd, which is a wholly owned subsidiary Company, is actively
pursuing proposals for new development as also redevelopment of existing old housing
schemes. The Company has been awarded two redevelopment projects for which currently
necessary due diligence and documentation are in progress. The three wind power plants of
the Company with an aggregate capacity of 4.6 MW have generated and sold power of 71.82
kwh as against 65.60 kwh in the last year. This generation and sale of wind power is
governed by Electricity Regulatory framework under Open Access system which imposes higher
levies resulting in hardly any incentive to consumers to source renewable power from
generators.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY AND
ASSOCIATES:
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the
information on the highlights of performance of Subsidiary and Associates and their
contribution to the overall performance of the Company during the period under report is
provided in Annexure-1 of this report.
SUBSIDIARY COMPANY:
As at 31st March, 2026, the Company has one Subsidiary
namely AMJ Realty Limited which is engaged in the business of Real Estate Developments.
TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND:
Pursuant to the provision of Sections 124 and 125 of the Act, relevant
amounts like unclaimed dividend etc., which remained unpaid or unclaimed for a period of
seven years have been transferred by the Company, from time to time on due dates, to the
Investor Education and Protection Fund (‘IEPF').
In compliance with these provisions read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the
Company has transferred 53,534 shares to the Demat Account of the IEPF Authority
maintained with NSDL, in respect of which dividend had remained unpaid/unclaimed for a
consecutive period of 7 years or more. The details of the Shareholders whose shares
transferred to IEPF Authority and procedure to claim refund of unclaimed dividend amount
and shares from IEPF authority are available on the website of the Company viz:
https://amjland.com/uploads/AMJ-List%20
of%20Unpaid%20and%20Unclaimed%20Dividend%20as%20on%2030.08.2025-(Financial%20Year-2017-18%20to%202024-25).pdf
AUDITORS :
A) Statutory Auditors
The Members of the Company at the 57th Annual General
Meeting re-appointed M/s. J. M. Agrawal & Company, Chartered Accountants, as Statutory
Auditors for further period of five years till the conclusion of 62nd Annual
General Meeting of the Company.
There is no adverse remark or qualification in the Statutory Auditor's
Report annexed to this Annual Report.
The Auditors have reported that there is no fraud on or by the Company
noticed or reported during the year.
B) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and rules made
thereunder, the Board had appointed M/s. Parikh & Associates, Practicing Company
Secretaries, Mumbai as the Secretarial Auditor, to conduct the Secretarial Audit of the
Company for the financial year 2025-26. The Secretarial Auditors' Report for the financial
year 2025-26 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 Disclosure Requirements) Regulations, 2015 and Section 204 of the Act, the
Company has approved the appointment of M/s. Parikh & Associates, Practicing Company
Secretaries, a peer reviewed firm (Firm Registration No. P1988MH009800) as Secretarial
Auditors of the Company for a term of five consecutive years commencing from FY 2025-26
till FY 2029-30.
PUBLIC DEPOSIT :
During the year under review, the Company has not accepted any deposits
from Public.
DIRECTORS AND KEY MANAGERIAL PERSONEL (KMP) :
Pursuant to the provisions of the Act, Mr. Arunkumar Mahabirprasad
Jatia (DIN: 01104256), Non-Executive Chairman, retires by rotation at the ensuing Annual
General Meeting, and being eligible, offers himself for reappointment.
The details of the Directors of the Company, proposed to be
re-appointed at the 61st Annual General Meeting, as required by Regulation
36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard – 2 issued by the Institute of Company Secretaries of India are
provided as Annexure at the end of the Notice convening the 61st Annual General
Meeting of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed both under the applicable provisions of the Act and applicable regulations of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also
confirming that they are not debarred from holding the office of Director by virtue of any
SEBI order or any other such authority.
The Board of Directors is of the opinion that the Independent Directors
holds the highest standard of integrity and possess necessary expertise and experience
including proficiency in the field in which the Company operates.
SECRETARIAL STANDARDS :
The Company has complied with the applicable Secretarial Standards
during the year issued by the Institute of Company Secretaries of India.
MEETINGS :
During the year, 4 Board and 4 Audit Committee Meetings of the Company
were convened and held. The details of which are given in the Corporate Governance Report
that forms part of this Annual Report. The intervening gap between the said Meetings was
within permissible period prescribed under the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The Board of Directors has constituted the Corporate Social
Responsibility Committee of the Company comprises of Mr. Arunkumar Mahabirprasad Jatia,
Non-Executive Director as Chairman of the Committee, Mr. Sudhir Duppaliwar, Non-Executive
Independent Director, Mrs. Shilpa Bhatia, Non-Executive Independent Director and Mr.
Surendra Kumar Bansal, Whole-Time Director & CFO as members of the Committee. The
major role of this Committee is to formulate, recommend, implement and monitor the CSR
policy, activities to be undertaken by the Company and to meet/contribute expenditure
towards its recommended Corporate Social Responsibility objectives. This Committee carried
out the CSR Activities pursuant to section 135 read with Schedule VII of the Act as
amended from time to time and as per the CSR policy of the Company.
During the year, the Company was required to spent amount of Rs. 24
Lakhs in accordance with Section 135(1) of the Act and the same has been fully spent on
the CSR Projects recommended/approved by the CSR Committee and the Board of Directors of
the Company. The CSR Committee afirmed that the implementation and monitoring of the CSR
projects during the year was in 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%20Responsibility%20Policy.pdf .
The other relevant disclosures as stipulated under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-3.
PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) :
The particulars of loan(s), guarantee(s) and investment(s) as per
Section 186 of the Act by the Company have been disclosed in the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
The Board of Directors of the Company has adopted a Policy on Related
Party Transactions for the purpose of determining the materiality of transaction with
related parties and dealings with them. The said policy is available at the Company's
website at https://amjland.com/uploads/policies/Policy%20on%20Related%20
Party%20Transactions.pdf . The Audit Committee reviews all related party transactions
quarterly as also when necessary.
Pursuant to Sections 134(3), 188(1) of the Act, read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered
into by the Company with related parties referred to in subsection (1) of section 188 of
the Act in Form AOC-2 are provided under Annexure-4.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTOR(S) AND COMMITTEE(S):
As required under the Act, a meeting of the Independent Directors was
held on 03rd February, 2026. The Independent Directors evaluated the
performance of the Non-Independent Directors, wherein the evaluation of performance of the
Non-Independent Directors, including the Chairman and also of the Board as a whole was
made against pre-defined and identified criteria. The criteria for evaluation of the
performance of the Independent Directors, Chairman and the Board, was finalized by the
Nomination and Remuneration Committee in its meeting held on 14th February,
2015, the said committee has carried out evaluation of the performance of every Director.
The said criteria is available at the Company's website at
https://amjland.com/uploads/policies/AMJLAND-Policy%20on%20evaluation%20
of%20Performance%20of%20Directors%20and%20the%20Board.pdf . The Board of Directors at
their meeting held on 03rd February, 2026 has evaluated the performance of
Independent Directors. The performance of the Committee was also generally discussed and
evaluated.
While evaluating, the principles and guidelines issued vide circular
dated 5th January, 2017 read with SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024 and the provisions of
Schedule IV of the Act have been taken into account.
FAMILIARISATION PROGRAMME :
The details of programmes for familiarisation of Independent Directors
with the Company is available at the Company's website at
https://amjland.com/uploads/policies/Familiarisation%20programme%20for%20
independent%20Directors.pdf .
RISK MANAGEMENT POLICY :
In accordance with the requirements of the Act, the Company has adopted
and implemented a Risk Management Policy for identifying risks to the Company, procedures
to inform Board members about the risk assessment & minimization procedures,
monitoring the risk management plan, etc.
REMUNERATION POLICY :
In accordance with the provisions of Section 178 and other applicable
provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated Remuneration policy which inter alia,
includes the criteria for determining qualifications, positive attributes and independence
of Directors. The said policy may be referred to, at the Company's website at
https://amjland.com/uploads/ policies/Remuneration%20Policy.pdf .
WHISTLE BLOWER POLICY/VIGIL MECHANISM :
The Company has a Whistle Blower Policy / Vigil Mechanism. The said
policy has been made keeping in view of the amendments in the Act and to comply with
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The said policy may be referred to, on the Company's website at https://
amjland.com/uploads/policies/AMJLand%20-%20Vigil%20Mechanism-Whistle%20Blower%20Policy.pdf
.
PARTICULARS OF EMPLOYEES :
Pursuant to Section 197 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is
given in the Annexures-5A and 5B to this report. In accordance with the provisions of
Section 197(12) of the Act, read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement
containing the names of the top ten employees in terms of remuneration drawn and other
relevant particulars is provided in a separate annexure forming part of this Report.
Pursuant to Section 136 of the Act, the Annual Report is being sent to the Shareholders
excluding the said annexure. Shareholders who wish to obtain a copy of the annexure may
write to the Company Secretary at secretarial@pudumjee.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
An Internal Complaints Committee (‘Sexual Harassment
Committee') has been constituted, under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other
Companies in the Pudumjee Group.
During the year under review, no complaints relating to discrimination
or harassment, including sexual harassment, were received by the Committee. Consequently,
there were no complaints pending for resolution for more than ninety days, and no
complaints remained unresolved as on 31st March, 2026.
DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961
Your Company is compliant with the statutory provisions of the
Maternity Benefit Act, 1961.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As the Company is not engaged in the manufacturing activities, the
information related to Conservation of energy, technology absorption is not applicable.
During the year under review, no Foreign Exchange was earned and used.
REPORT ON CORPORATE GOVERNANCE :
The report on Corporate Governance in accordance with the guidelines of
the Securities & Exchange Board of India and pursuant to applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached and
marked as Annexure-6.
MATERIAL CHANGES AND COMMITMENTS, IF ANY :
There are no adverse material changes or commitments that occurred
after 31st March, 2026, which may affect the financial position of the Company
or may require disclosure.
ANNUAL RETURN :
Pursuant to the provisions of the Act, draft of Annual Return for the
financial year 2025-26 is available on the website of the Company at
https://www.amjland.com/.
SIGNIFICANT AND MATERIAL ORDERS :
There is no significant and material order passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's operations in
future.
DIRECTORS' RESPONSIBILITY STATEMENT :
The Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
c) they 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively. f) they have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS :
Your Directors express their appreciation of the continued support and
co-operation received from the all the stakeholders and employees of the Company.
|
On behalf of the Board of Directors, |
|
A. K. Jatia, |
|
Chairman. |
|
DIN: 01104256 |
| Place: Pune |
|
| Date: 20th May, 2026 |
|
