Mar 31, 2018
The Directors of your Company have immense pleasure in presenting the 34th Board Report on the Companyâs business and operations, together with the Audited Statement of Accounts for the financial year ended 31st March, 2018. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.
FINANCIAL RESULTS AND APPROPRIATIONS
In compliance with the provisions of Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the Listing Regulations), the Company has prepared its standalone and consolidated statements as per IND-AS for the financial year 2017-18. Your companyâs performance on standalone basis during the year as compared with that of during the previous year is summarised as under:
(Figures in Rs. Lacs)
Particulars |
2017-18 |
2016-17 |
|||
Total Revenue |
22496.75 |
28940.50 |
|||
Less: |
|
|
|||
Total expenses excluding depreciation and finance cost |
17333.75 |
|
22628.47 |
||
Depreciation |
157.44 |
|
206.81 |
||
Finance Cost |
8111.50 |
25602.69 |
6990.23 |
29825.51 |
|
2 Net Profit/(Loss) before Tax |
(3105.94) |
|
(885.01) |
||
Less: |
|
|
|||
-Provision for Tax |
(973.56) |
|
(265.30) |
||
3 Net Profit/(Loss) after Tax but before prior period items |
(2132.38) |
|
(619.71) |
||
Less: |
|
|
|||
-Tax Provisions for earlier years |
- |
|
3.84 |
||
4 Net Profit/(Loss) after Tax and prior period items |
(2132.38) |
|
(623.55) |
||
Add : |
|
|
|||
Other Comprehensive Income |
49.97 |
|
34.13 |
||
5 Net Profit/(Loss) after Comprehensive Income |
(2082.41) |
|
(589.42) |
||
Add: |
|
|
|||
Surplus profit brought forward from previous year |
9363.78 |
|
10343.64 |
||
6 Balance available for appropriation |
7231.40 |
|
9720.10 |
||
Less: Appropriations |
|
|
|||
-Proposed Dividend Nil (Previous Year 6%) |
- |
- |
|
||
-Dividend Tax thereon |
- |
- |
|
||
-Transfer to General Reserve/CRR |
- |
- |
|
||
-Dividend/Dividend Tax for earlier years |
- |
- |
- |
- |
|
7 Surplus profit carried over to Balance Sheet |
7231.40 |
|
9720.10 |
||
8 EPS (Basic & Diluted) |
(3.51) |
(0.99) |
|||
FINANCIAL REVIEW
During the financial year 2017-18, the net revenue from operations for the standalone entity decreased to Rs. 224.97 crores from Rs. 289.41 crores in the previous year showing a decline of around 22%. In line with decrease in revenues, the operating profit before interest, tax, depreciation and amortization (EBITDA) decreased from Rs. 63.12 crores to Rs.51.63 crores and there was a loss after tax of Rs. 21.32 crores for the year under review as against a loss after tax of Rs. 6.24 crores for the last financial year. The decrease in the revenue and profits is due to general recession in the real estate sector during the financial year 2017-18. In line with the above, the consolidated revenue from operations stood at Rs. 275.39 crores during the financial year 2017-18 against revenue of Rs. 331.59 crores in the previous year showing a downturn of 16.95%. Net consolidated loss from ordinary activities after tax for the financial year 2017-18 was Rs. 19.09 crores against the net loss of Rs. 3.26 crores in the previous year.
TRANSFER TO RESERVES Considering the losses incurred during the financial year 2017-18, the Company does not propose to transfer any amount to the General Reserve.
DIVIDEND
Based on Companyâs performance during the year, the Directors do not propose payment of any dividend for the financial year 2017-18.
BUSINESS REVIEW
The year 2017-18 as we all know has set a new benchmark for the Indian real estate sector. The implementation of demonetisation in November 2016 had the entire economy reeling during initial quarters of 2017-18 and the realty segment was not pardoned either, with land sales reaching stagnation due to more involvement of cash transactions. However, this eventually helped reduce land prices thereby making the end products more affordable to the consumers. By April 2017, when the markets were looking to stabilise, RERA and GST were announced in succession which again caused some inertia due to confusion among buyers and developers alike, with both awaiting the final set of RERA notifications/legislation from their respective state regulatory bodies.
While business cycles have been affected this year due to buyers holding back purchases in anticipation of regulatory changes, and sales are still witnessing a slowdown, we are observing signs of recovery as the triple effects of demonetisation, RERA and GST have begun to shape up the sector with new standards of delivery, accountability and transparency.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the period under review. The Company is currently developing/building various projects at Gurugram, Meerut, Agra, Alwar, Ajmer, Indore, Karnal, Yamunanagar, Jhansi, Jammu, Muzaffarnagar, Rewari, Shahpur and Ghaziabad. Construction at all locations is progressing as per schedule and possession of ready units in various projects shall be handed over to the customers as per the agreed time schedule.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of Section 125 of the Companies Act, 2013, the relevant amount against the final dividend for the financial year 2010-11, remaining unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government by 4th November, 2018. Members who have not yet encashed their dividend warrant(s) pertaining to the final dividend for the financial year 2010-11 are requested to lodge their claims with the Company on or before 25th October, 2018 otherwise the Company would have no other option but to transfer this amount to the IEPF by 4th November, 2018 which is the last date for transfer of the said amount. No claim shall lie further against the Company for the amounts so transferred.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on 31st March, 2018 on the website of the Company (www. ansals.com).
FIXED DEPOSITS
The Company had been inviting/accepting and renewing deposits from the public and its shareholders for past many years in accordance with the provisions of the Companies Act, 1956/2013 read with the Companies (Acceptance of Deposits), Rules, 1975/2014. However, the Company stopped accepting/renewing public deposits with effect from 1st April, 2016 in view of nonavailability of deposit insurance which was a mandatory condition at that time for acceptance/renewal of deposits. The Company owed a principal amount of Rs. 99.50 crores towards the public depositors when it stopped taking/renewing further deposits on 1st April, 2016.
Due to prolonged extreme and severe overall recession in the real estate sector since financial year 2013-14, it (the sector) has become virtually deserted. As a result, the turnover of the Company had been badly affected leading to repercussions on a much wider scale making it difficult for the Company to refund the whole amount of Rs. 99.50 crores at once after the closure of the fixed deposit scheme. In view of the above, the Company in the month of July, 2016 had approached the Honâble National Company Law Tribunal (NCLT), New Delhi seeking its approval to repay public deposits in instalments. Vide its Order dated 3rd October, 2016, the NCLT had accepted and approved in principle, the repayment proposal of the company for extension of time in respect of repayment of matured deposits in a phased manner over a period of 24 months from the due date in view of the past track record of the Company subject to periodical review of the scheme. Thereafter, regular review of the fixed deposit scheme has been done by Honâble NCLt and the Company has been refunding the public deposits in accordance with the orders of the Honâble NCLT.
The details relating to the deposits as required by Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are given below:
* The payments are being released to the depositors in accordance with the orders passed by the Honâble NCLT, New Delhi from time to time.
SHARE CAPITAL
The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2018 stood at Rs. 5938.58 lakhs.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE
In furtherance of the Green Initiative in Corporate Governance announced by the Ministry of Corporate Affairs, the Company had in past requested the shareholders to register their email addresses with the Registrar/Company for receiving the report, accounts and notices etc. in electronic mode. However, some of the shareholders have not yet registered their e-mail IDs with the Company. Shareholders who have not registered their email addresses are once again requested to register the same with the Company by sending their requests to [email protected].
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
As on 31st March, 2018, your Company had 20 Subsidiaries and 1 Associate Company details whereof are set out at appropriate place in the Annual Report. No Company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of your Company during the year under review. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the Audited Standalone and Consolidated Financial Statements, has been placed on the website of the Company at www.ansals.com. Further, Audited Financial Statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.ansals.com.
Further, highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company can be referred to in Form AOC-1 as well as Consolidated Financial Statements, which form part of this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
In the first Board Meeting held for the financial year 2017-18, all the Independent Directors of the Company furnished to the Company a declaration to the effect that they meet the criteria of independence as provided in Subsection 6 of Section 149 of Companies Act, 2013 read with Schedule IV thereof.
POLICIES OF THE BOARD OF DIRECTORS/ COMPANY
I. Nomination and Remuneration Policy
The Companyâs policy on directorsâ appointment and remuneration is as under:-
Appointment criteria and qualifications:
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.
b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as the Managing Director/ Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.
Remuneration to Whole-time/ Executive/Managing Director, KMP and Senior Management Personnel:
a) Fixed pay:
The Managing Director, Wholetime Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee. The breakup of the pay scale and quantum of perquisites including, employerâs contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.
b) Minimum Remuneration:
If, in any Financial Year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director/Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.
c) Provisions for excess remuneration:
If any Managing Director/Wholetime Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/ she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government. Remuneration to Non- Executive/ Independent Directors:
a) Remuneration/Commission:
The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013.
b) Sitting Fees:
The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof, provided that the amount of such fees shall not exceed Rs. 40,000 per meeting of the Board or Committee or such amount as may be approved by the board within the limits prescribed by the Central Government from time to time.
c) Commission:
Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.
d) Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
II. Corporate Social Responsibility Policy
The details about the policy developed and implemented by the Company on Corporate Social Responsibility and initiatives taken during the year 2017-18 are given in the âAnnexure-Iâ forming part of this report as specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy has been disclosed on the website of the Company (www.ansals.com).
III. Statement concerning Development and Implementation of Risk Management Policy
The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of Directors from time to time so that management controls the risk through a structured network. Head of Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee about the events of material significance.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objectives, the policy establishes a structured and methodical approach to risk management, in order to guide decisions on risk related issues.
In todayâs turbulent and competitive environment, strategies for mitigating inherent risks are imperative for triggering the growth graph of the Company. The common risks inter alia are: Hazard risk, Regulatory risks, Competition, Business risk, Technology Obsolescence, Investments, Retention of talent and Expansion of facilities etc. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk etc.
As a matter of policy, these risks are assessed and appropriate steps are taken to allay the same so that the element of risk threatening the Companyâs existence is very minimal.
IV. Whistle Blower Policy and Vigil Mechanism
Your Company being a Listed Company, has established a Vigil (Whistle Blower) Mechanism and formulated policy to enable director/s or stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, actual or suspected fraud or violation of the Code of Conduct or Policy for the time being in force. The Whistle Blower Policy of the Company is available on the Companyâs Website.
V. Related Party Transactions Policy
In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has in place a Related Party Transactions (RPT) Policy to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company and its Related Parties. All Related Party Transactions are approved by the Audit Committee prior to entering into the transactions. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. The Policy has been disclosed on the website of the Company, link for which is http://www.ansals.com/pdfs/policy-on-related-party-transaction.pdf..
VI. Financial Control Policy
The Company has a well-defined Financial Controls Policy which has been framed keeping in view the provisions of the Companies Act, 2013 and the Listing Regulations. The objective of the Policy is to ensure the orderly and efficient conduct of business of the Company including adherence to the Companyâs policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Policy has been disclosed on the website of the Company.
VII. Policy on Diversity of Board
Your Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience and knowledge etc. of the members of the Board which is inevitable for achieving sustainable and balanced development. Keeping this in view, the Company has framed a âPolicy on Board Diversityâin accordance with provisions of the Companies Act, 2013 and Listing Regulations. The Policy on Board Diversity shall help the Nomination & Remuneration Committee of the Company while considering and recommending appointment of persons on the Board of Directors of the Company.
VIII Policy on prevention of Sexual Harassment of Women at workplace.
Policy on prevention of Sexual The company has adopted the guidelines and procedures of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to evolve a permanent mechanism for the prevention and redressal of sexual harassment cases and other acts of violence in the organisation and to create and maintain a sensitive and congenial democratic working environment in which every woman can work in a community free of violence, harassment, exploitation, intimidation and stress.
COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES
The Board of Directors met five times during the financial year under review for which notices were served in accordance with Section 173(3) of the Companies Act, 2013 at their addresses registered with the Company by the permitted mode of delivery. As on 31st March, 2018, the Board had five committees, namely the Audit Committee, the Corporate Social Responsibility (âCSRâ) Committee, the Stakeholdersâ Relationship Committee, Committee of Directors and Nomination and Remuneration Committee. A detailed note on composition of the board, committees, meetings, attendance thereat is provided in the Corporate Governance Report which forms part of the Annual Report.
AUDITORS AND AUDITORSâ REPORT
Statutory Auditors
M/s. Dewan P.N. Chopra & Co. Chartered Accountants are the Statutory Auditors of the Company who were appointed by the shareholders in their annual general meeting held on 28th August, 2017 for five consecutive years starting with the financial year 2017-18.
Comments of the Statutory Auditors in their report and the notes forming part of the Accounts, are self-explanatory and need no comments. The Board has duly examined the Statutory Auditorsâ Report to the accounts, which is self-explanatory. Clarifications wherever necessary, have been included in the Notes to Accounts section of the Annual Report. Further, since no fraud has been reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013, no details are required to be given in the Directorsâ Report as required by Section 134(3)(ca) of the Companies Act, 2013
Cost Auditors
M/s. Chandra Wadhwa & Co., Cost Accountants, were appointed as the Cost Auditors for the financial year 2017-18 to conduct cost audit of the accounts maintained by the Company in respect of the various projects prescribed under the applicable Cost Audit Rules. The Cost Audit Report given by the Cost Auditors for the financial year 2017-18 shall be filed as per the requirements of applicable laws. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the cost Auditors is required to be ratified by the shareholders, the Board recommends the same for the financial year 2018-19 for approval by shareholders at the ensuing Annual General Meeting.
Secretarial Auditors
CS Vivek Arora, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company for the financial year 2017-18 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as âAnnexure-IIâ and Forms part of this report. The Secretarial Audit Report is self-explanatory.
OTHER STATUTORY DISCLOSURES
Extracts of the Annual Return In terms of the provisions of Section 92 and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT-9 is annexed as âAnnexure-IIIâ to this Report forming part hereof.
Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013.
No loans, advances, guarantees and investments has been made by the Company during the year under review. Hence, details pursuant to section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 may be treated as Nil.
Particulars of Contracts or Arrangements with Related Parties
As a part of its philosophy of adhering to highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at armâs length. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The said policy on related party transactions has been placed on the Companyâs Website. All Related Party Transactions are placed on a quarterly basis before the Audit Committee for approval. The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 are provided as âAnnexure -IVâ to this report forming part hereof.
Your Company has taken necessary approvals as required by Section 188 read with the Companies (Meeting of Board and its Powers) Rules, 2014 from time to time in respect of the related party transactions.
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
No material changes or commitments have occurred between the close of the Financial Year of the Company to which the balance sheet relates and the date of the report which may affect the financial position of the Company.
Board Evaluation
Pursuant to applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, had formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including independent directors.
The performance of the board was evaluated by independent directors in their separate meeting after seeking inputs from all the directors on the basis of the criteria such as the adequacy and composition of the board and its 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, functions etc. A structured separate exercise is carried out by the board and the nomination and remuneration committee reviews the performance of the individual directors on the basis of the criteria such as qualifications, expertise, attendance and participation in the meetings, experience and competencies, independent judgement, obligations and regulatory compliances, performance of specific duties and obligations, governance issues, 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on rating scale of 1-3. The directors expressed their satisfaction with the evaluation process.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mrs. Divya Ansal (having DIN: 02615427) was appointed on the Board of Directors as an Additional Director on 14th September, 2017 to hold office till forthcoming Annual General Meeting. She, being eligible, seeks regularization at the forthcoming Annual General Meeting. Your Directors propose to appoint her as Director of the Company at the ensuing Annual General Meeting who shall be liable to retire by rotation.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Deepak Ansal (having DIN: 00047971), Chairman & Managing Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.
As on 31st March, 2018, the composition of board was as given hereunder:
Name |
DIN |
Designation |
Date of Appointment |
Mr. Deepak Ansal |
00047971 |
Chairman & Managing Director |
01.04.1990 |
Mr. Surrinder Lal Kapur |
00033312 |
Independent Director |
15.07.2006 |
Mr. Ashok Khanna |
01510677 |
Independent Director |
31.07.2000 |
Mr. Maharaj Kishen Trisal |
00059545 |
Independent Director |
14.02.2013 |
Mrs. Divya Ansal |
02615427 |
Non- Executive Director |
14.09.2017 |
Mr. Kushagr Ansal |
01216563 |
Whole time Director & CEO |
26.08.2006 |
PARTICULARS OF EMPLOYEES
Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as âAnnexure-Vâ to this Report. Your Board of Directors affirms that the remuneration paid is as per the Remuneration Policy of the Company.
A statement containing, inter alia, particulars of top ten Employees in terms of remuneration drawn and name of every employee, if employed throughout the financial year in receipt of remuneration of Rs. 102 lakhs or more or employees employed for part of the year and in receipt of Rs. 8.5 lakhs or more per month pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of this Report is attached herewith in âAnnexure-VIâ.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption
Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals during the financial year 2017-18 which have an impact on the going concern status and companyâs operations in future.
CORPORATE GOVERNANCE
Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of Ansal Housing and Construction Ltd., which form the core values of the Company. These guiding principles are also articulated through the Companyâs code of business conduct, corporate governance guidelines, charter of various sub-committees and disclosure policy. Pursuant to the Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Anjani Kumar & Associates, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, has been annexed as part of this Report.
INVESTORSâ GRIEVANCE
In order to comply with the provisions of Regulation 46 read with other regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has designated an e-mail ID -[email protected] which is exclusively for the clarifications/queries/grievance redressal of the investors of the Company.
LISTING OF EQUITY SHARES The Securities of the Company are listed and traded at BSE Limited and National Stock Exchange of India Ltd. The Company has paid listing fee to BSE Ltd. as well as National Stock Exchange of India Ltd. for the financial year 2018-19.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of Women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder. During the year under review, no case was reported in the nature of sexual harassment at any workplace of the Company and any of its subsidiaries/associates.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, confirm:
i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;
ii. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2018 and of the profit of the Company for that period;
iii. that the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
iv. that the directors had prepared the annual accounts on a going concern basis; and
v. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi. that the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.
SECRETARIAL STANDARDS
The Board of Directors of your Company hereby confirms that all the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), i.e. Secretarial Standard-1 and Secretarial Standard-2 pertaining to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively have been duly complied with by the Company during the year under review.
ACKNOWLEDGEMENTS AND APPRECIATION
The Board of Directors of your Company wishes to place on record its appreciation to the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, Companyâs bankers and business associates, for the assistance, co-operation and encouragement they extended to the Company.
The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance. The Directors would like to thank shareholders and deposit holders for their support and contribution. We look forward to their continued support in future.
Regd. Office :
606, 6th Floor, Indra Prakash For and on behalf of the Board of Directors
21, Barakhamba Road,
New Delhi - 110 001 Sd/-
Place : New Delhi (Deepak Ansal)
Dated : 29th May, 2018 Chairman and Managing Director
DIN: 00047971
Mar 31, 2016
Dear Shareholders,
The Directors of your Company have immense pleasure in presenting the 32nd Annual Report of your Company together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2016.
FINANCIAL RESULTS AND APPROPRIATIONS
Your Company''s performance on standalone basis during the year as compared with that during the previous year is summarized as under:
(Figures In Rs. Lacs)
Particulars |
2015-16 |
2014-15 |
|
1 |
Sales & Other Income |
46,708.86 |
78,771.10 |
2 |
Gross Profit (Before Interest and Depreciation etc.) |
8,837.26 |
9,396.09 |
Less: |
|||
-Interest & Finance Charges |
6,258.47 |
4,129.17 |
|
-Depreciation |
303.30 6,561.77 |
399.82 4,528.99 |
|
3 |
Net Profit before Tax |
2,275.49 |
4,867.10 |
Less: |
|||
-Provision for Tax |
774.59 |
1,687.04 |
|
4 |
Net Profit After Tax but before prior period items |
1,500.90 |
3,180.06 |
Less: |
|||
-Tax Provisions for earlier years |
0.67 |
129.09 |
|
5 |
Net Profit after Tax and prior period items |
1,500.23 |
3,050.97 |
Add: |
|||
Surplus profit brought forward from previous year |
9,358.66 |
7,853.53 |
|
6 |
Balance available for appropriation |
10,858.89 |
10,904.50 |
Less Appropriations: |
|||
-Proposed Dividend @6% (Previous Year 8%) |
356.31 |
475.09 |
|
-Dividend Tax thereon |
- |
70.75 |
|
-Transfer to General Reserve |
500.00 |
1,000.00 |
|
-Transfer to Capital Redemption Reserve |
- |
- |
|
-Dividend/Dividend Tax for earlier years |
1.29 857.60 |
- 1,545.84 |
|
7 |
Surplus profit carried over to Balance Sheet |
10,001.29 |
9,358.66 |
PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY
Standalone & Consolidated Financial Results
During the Financial Year 2015-16, the net revenue from operations for the standalone entity decreased to Rs.467.09 crores from Rs.787.71 crores in the previous year showing a decline of around 40.70%. In line with decrease in revenues, the operating profit before interest, tax, depreciation and amortization (EBITDA) decreased from Rs.93.96 crores to Rs.88.37 crores and the profit after tax (PAT) for the year under review stood at Rs.15.00 crores as against Rs.30.51 crores for the last Financial Year. The decrease in the revenue and profits is due to general recession in the real estate sector during the Financial Year 2015-16. In line with the above, the consolidated revenue from operations stood at Rs.503.79 crores during the Financial Year 2015-16 against revenue of Rs.818.95 crores showing a downturn of more than 38%. Net profit after minority interest for the group for the Financial Year 2015-16 was Rs.12.88 crores against Rs.28.77 crores in the previous year.
Business Review
Reflecting the downward trends of the overall economy, the year 2015-16 has not been an encouraging and favourable year for the real estate sector. Demand of commercial and dwelling units has been stagnated/reduced due to which there has been over inventory of finished units. Considering the low demand, the Company has slowed down the construction activities in some of the projects and has not launched any new projects during the year under review. The company is currently developing/ building various projects at Gurgaon, Meerut, Agra, Alwar, Ajmer, Indore, Karnal, Yamunanagar, Jhansi, Jammu, Muzaffarnagar, Rewari, Shahpur, Zirakpur and Ghaziabad. Construction at all locations is progressing as per schedule and possession of ready units in various projects shall be handed over to the customers as per the agreed time schedule.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the Financial Year 2015-16.
TRANSFER TO RESERVES
The Company proposes to transfer a sum of Rs.5 crores (Previous Year Rs.10 crores) to the General Reserve out of the amount available for appropriation. An amount of Rs. 100.01 crores is proposed to be retained in Statement of Profit and Loss.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 0.60 per Equity Share (@ 6%) on the paid up equity share capital of the Company for the financial year ended 31st March 2016. The total payout of the proposed dividend is Rs.356.31 Lacs and the said dividend will be paid to members whose names would appear in the Register of Members as on the record date for the purpose of dividend for the Financial Year 2015-16. In respect of shares held in dematerialized form, it will be paid to the members whose names will be furnished by National Security Depository Ltd. and Central Depository Services (India) Ltd. on behalf of beneficial owners as on that date. A motion for confirmation of the dividend for the year is being placed before the shareholders at the Annual General Meeting.
UNCLAIMED DIVIDEND
Transfer of Amount to Investor
Education and Protection Fund
Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the relevant amount against the Final dividend for the Financial Year 2008-09 which remains unpaid or unclaimed for a period of seven years shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) by 31st day of October, 2016. Shareholders are requested to please send their stale/ outdated final dividend warrants issued by the Company for the financial year 2008-09 to the Company on or before 31st day of October, 2016 enabling it to issue pay orders/demand drafts, as the case may be, to the Shareholders from whom the requisite requests shall be received otherwise the Company would have no other option but to transfer this amount to the IEPF by 31st day of October, 2016 which is the last date for transfer of the said amount. No further correspondence would be entertained after such unpaid\unclaimed dividend amount is transferred to the IEPF. Once unclaimed dividend is transferred to IEPF, no claim shall lie further against the Company in respect thereof. Details of unpaid/unclaimed dividends are available at the Company''s website viz. www.ansals.com.
FIXED DEPOSITS
The Company had been inviting/ accepting and renewing deposits from the public and its shareholders for past many years in accordance with the provisions of the Companies Act, 1956/2013 read with the Companies (Acceptance of Deposits), Rules, 1975/2014. However, the Company has stopped accepting/renewing public deposits with effect from 1st April, 2016 in view of non availability of deposit insurance which is a mandatory condition for acceptance/renewal of deposits. The details relating to the deposits as required by Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are given below :
Though the Company has been regular in repayment of deposits and interests thereon and there has been no default as on date of this report, considering the mismatch in anticipated cash inflows and outflows (particularly on account of refund of deposits) in near future, the Company is likely to move an application to the Company Law Board/National Company Law Tribunal seeking extension of time in repayment of deposits as approved by the Board of Directors of your Company in its meeting held on 30th May, 2016.
1. |
Deposits accepted during the year 2015-16 |
Rs. 7810.10 lakh |
2. |
Deposits remained unpaid or unclaimed as at 31.03.2016 |
Rs. 162.59 lakh |
3. |
Whether there has been any default in repayment of deposits or payment of interest thereon during the year 2015-16 and if so, number of such cases and the total amount involved- (i) at the beginning of the year; (ii) maximum during the year; (iii) at the end of the year; |
No |
4. |
The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 |
NA |
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2016 was ?59.47 crores. During the year under review, the Company did not issue shares of any kind or any convertible instruments. MATERIAL CHANGES & 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 No material changes or commitments have occurred between the close of the Financial Year of the Company to which the balance sheet relates and the date of the report which may affect the financial position of the Company.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE
In furtherance of the Green Initiative in Corporate Governance announced by the Ministry of Corporate Affairs, the Company had in past requested the shareholders to register their email addresses with the Registrar/Company for receiving the report, accounts and notices etc. in electronic mode. However, some of the shareholders have not yet registered their e-mail IDs with the Company. Shareholders who have not registered their email addresses are once again requested to register the same with the Company by sending their requests to [email protected]. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with other regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented here under which forms part of the Annual Report.
i) Industry Structure and Developments Global and Indian Economy According to the International Monetary Fund World Economic Outlook (Update -January, 2016) the Global growth is projected at 3.4 percent in 2016 and 3.6 percent in 2017. The pickup in global activity is projected to be more gradual than in the 2015, especially in emerging market and developing economies. In advanced economies, a modest and uneven recovery is expected to continue, with a gradual further narrowing of output gaps. The picture for emerging market and developing economies is diverse but in many cases challenging. As per the IMF report Indian Economy is the world''s fastest growing economy. As per the economic survey report, the GDP of the Indian economy is projected to have increased to 7.6% in 2015-16 as compared to 7.2% in 2014-15.
Industry review
Witnessing a paradigm shift in the last decade, the real estate sector has over the years steadily transformed itself from an unorganized sector to become a more structured one. It has forward and backward linkages with more than 250 different sectors and is the second largest employment generator in India after agriculture.
As per the Economic Survey 2015-16, real estate sector constituted 7.4% of India''s GDP in 2014-15. However, the sector has been affected by domestic as well as global slowdown with its growth decelerating from 4.4% in 2014 15 to 3.7% in 2015-16. The real estate market has been amongst the sectors worst hit by the economic downturn. The residential space continues to face headwinds in the form of muted sales and subdued consumer demand. Furthermore, the sector has been challenged by frequent delays in project completion and a complex approval process. This has resulted in developers curtailing new project launches and focusing on executing existing projects to deliver within the committed timeframe. Beyond the short term demand factors, there is immense potential for residential real estate in India. This growth is supported by robust underlying market drivers such as favourable macroeconomic conditions, increasing affordability and urbanization, improved access to credit and the gradual shift from unorganized real estate construction to organized development. The government is focused on working to deliver on its promise of "Housing for All'' by 2022. The Real Estate (Regulation and Development) Act, 2016 is a landmark reform for the real estate sector which has the potential to address long standing issues which have plagued the growth of the sector. Further, policy announcements and reforms to revive the real estate space, including the relaxation of Foreign Direct Investment (FDI) norms, introduction of 100 smart cities, direct and indirect tax benefits for affordable housing projects, Real Estate Investment Trusts (REITs), etc. have helped in generating a positive outlook for the real estate market.
ii) Opportunities and threats
Opportunities
With the passing of the Real Estate (Regulation & Development) Act, 2016 and other initiatives taken by the Government, the Company strongly believes that the Real Estate Sector is bound to improve in long term. Your Company has managed well even during turbulent times due to its inherent strengths like a well-accepted brand, well-designed projects and trust among members, creditors and other financial institutions. Your Company is hopeful that the Real Estate Sector will improve in near future and the Company is looking forward to grab new opportunities by launching new projects particularly through collaboration route and ensure timely delivery of existing projects.
Challenges
Every business has to face various challenges and threats despite of how or where a business operates. No business can do away with the threats or challenges and your Company is no different from others. Your Company also faces challenges/threats at times. In the current recessionary times, the foremost challenge is how to increase sales/ collections from the readily available stock and projects under development so that the Company is able to meet its financial commitments towards suppliers, contractors, government, lenders and employees.
iii) Segment-wise analysis
Revenue of the Company is generated from two segments namely Development of Real Estate and Restaurants (Hospitality).
The Hospitality Division is performing well with a turnover of ?4.85 crores with reasonable profits in the Financial Year 2015-16. Total 32 employees are engaged in this Division. The Division has the Brand mainly "The Great Kabab Factoryâ which has been franchised from U Mac Hospitality Pvt. Ltd.
iv) Outlook
The Real Estate Sector is one of the major sector of an economy over the globe. The Indian Economy is no different from the rest of the world. The Real Estate Sector is considered as the backbone of the Indian Economy. The unique and different approach of real estate sector has helped the Indian Economy to grow by improving the infrastructure of India with construction of complexes, shopping malls and flats etc. The Real Estate Sector is expected to grow at a good rate over the next decade.
The implementation of the Real Estate (Regulation & Development) Act, 2016 shall help the real estate sector to gain the trust of its investors. The initiatives of the government like Smart Cities and Housing for All have raised hope among the real estate sector as there is a lot of scope for development of the sector. According to IMF, India''s GDP growth rate is estimated to be 7.5% for Financial Year 2016-17. Your Company would try to develop and deliver high quality projects for its customers.
v) Internal Control systems and their adequacy
The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure that:
- Effective & Adequate internal control environment is maintained across the Company.
- All assets and resources are acquired economically, used efficiently and are adequately protected.
- Significant financial, managerial and operating information is accurate, reliable and is provided timely; and
- All internal policies and statutory guidelines are complied with.
The effective implementation and independent monitoring of internal controls and processes is done by the Internal Audit. The Audit Committee of the Board reviews the Internal Audit findings and provides guidance on internal controls. It ensures that Internal Audit recommendations are effectively implemented. The Audit Committee of the Company met five times during the Financial Year 2015-16. It reviewed, inter-alia, the adequacy and effectiveness of the Internal Control Systems and monitored implementation of Internal Audit recommendations and overlooked other financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
vi) Risks and Concerns
The management of the company anticipates the following major risks pertaining to the industry in which it operates:
Liquidity risk
The time required for liquidity of real estate property can vary depending on the quality and location of the property. At times, it may also be impacted by the general market sentiments and economic conditions in the country.
Regulatory risks
In terms of property ownership, permission from the Reserve Bank of India is required for foreign investors. For capital repatriation, investors need to apply for approval from the RBI, and Foreign Direct Investment is limited to a limited set of opportunities (e.g. townships).
Macroeconomic risks
Interest rates, inflation and exchange rate risks are amongst the important macroeconomic indicators.
Ownership & Land Title Issue
Lack of information in the real estate segment in India, coupled with the age old property related issues discourages the investment of the large players in the semi urban and rural areas thus slacking an overall growth of the real estate sector.
The sanctioning procedures and involvement of multiple agencies in sanctioning restrict the growth of the Real Estate Industry. Average time taken to get clearance for a project is increasing by every passing year thereby escalating costs for the Developers.
The Company has broad based and strong in-house Legal Department to take care of Legal and Regulatory Risks. The requisite insurance covers are also taken by the Company for covering the disasters etc.
The Audit Committee and the Board of Directors of the Company have been adopting adequate and timely risk management measures to take care of the risks.
vii) Material Developments in Human Resources/Industrial Relations Front, including number of people employed
Employee relations continue to be cordial and harmonious at all levels and in all divisions of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and steadfast dedication.
The company conducts consultations, dialogues, deliberations, negotiations and meetings in a congenial environment and arrives at amicable solutions to issues that crop from time to time.
As a part of the policy for Prevention of Sexual Harassment in the organization, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules there under. No complaints were received by the Committee during the period under review.
As on 31st March, 2016 the Company had a workforce of 612 employees.
viii) Cautionary Statement Statements in this Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Company''s operations include a downward trend in the real estate development industry, rise in input costs and significant changes in political and economic environment, environment standards, tax laws, litigation and labour relations etc.
AWARD OF ISO 9001: 2008
Your Company continues to enjoy the privilege of ISO 9001:2008 Certification granted to it on 16th April, 2005 through well known certification agency "DET NORSKE VERITAS". It will be the constant endeavour of the management to continuously stress on systems/quality for ultimate delivery of its products. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company furnished to the Company a declaration to the effect that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of Companies Act, 2013 read with Schedule
IV thereof in the first Board Meeting held for the Financial Year 2016-17.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Company has held five Board meetings during the Financial Year under review for which notices were served in accordance with Section 173(3) of the Companies Act, 2013 at their addresses registered with the Company by the permitted mode of delivery. The details of the Board Meetings are given in the Corporate Governance Report that forms part of the Annual Report.
POLICIES OF THE BOARD OF DIRECTORS/ COMPANY
I. Nomination and Remuneration Policy
The Company''s policy on directors'' appointment and remuneration is as under:-
Appointment criteria and qualifications:
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.
b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as the Managing Director/ Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.
Remuneration to Whole-time/ Executive/Managing Director, KMP and Senior Management Personnel:
a) Fixed pay:
The Managing Director, Whole-time Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee. The breakup of the pay scale and quantum of perquisites including, employer''s contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.
b) Minimum Remuneration:
If, in any Financial Year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director/Whole time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.
c) Provisions for excess remuneration:
If any Managing Director/Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.
Remuneration to Non- Executive/ Independent Director:
a) Remuneration/Commission:
The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013.
b) Sitting Fees:
The Non-Executive /Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof, provided that the amount of such fees shall not exceed ?40,000 per meeting of the Board or Committee or such amount as may be approved by the board within the limits prescribed by the Central Government from time to time.
c) Commission:
Commission may be paid within the monetary limit approved by the shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.
d) Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
II. Corporate Social Responsibility Policy
The details about the policy developed and implemented by the Company on Corporate Social Responsibility and initiatives taken during the year are given in the "Annexure-I" forming part of this report as specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014.
III. Statement concerning Development and Implementation of Risk Management Policy
The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of Directors from time to time so that management controls the risk through properly defined network. Head of Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, Competition, Business risk, Technology Obsolescence, Investments, Retention of talent and Expansion of facilities etc.
Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk etc.
As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same as the element of risk threatening the Company''s existence is very minimal.
IV. Whistle Blower Policy and Vigil Mechanism
Your Company being a Listed Company, has established a Vigil (Whistle Blower) Mechanism and formulated policy to enable director/s or stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, actual or suspected fraud or violation of the Code of Conduct or Policy.
V. Related Party Transactions Policy
In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the erstwhile Listing Agreement, the Company has framed a Related Party Transactions (RPT) Policy to ensure the proper approval and reporting of transactions between the Company and its Related Parties. The RPT Policy is also in Compliance with the new SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. All Related Party Transactions are approved by the Audit Committee prior to entering into the transactions. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one Financial Year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. The Policy has been disclosed on the website of the Company, link for which is http:// www.ansals.com/pdfs/policy-on-related-party-transaction.pdf.
VI. Financial Control Policy
The Company has a well-defined Financial Controls Policy which has been framed keeping in view the provisions of the Companies Act, 2013 and Clause 49 of the erstwhile Listing Agreement. The objective of the Policy is to ensure the orderly and efficient conduct of business of the Company including adherence to company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
VII. Policy on Diversity of Board Your Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience and knowledge etc. of the members of the Board which is inevitable for achieving sustainable and balanced development. Keeping this in view, the Company has framed a "Policy on Board Diversity âin accordance with provisions of the Companies Act, 2013 and Clause 49 of the erstwhile Listing Agreement. The Policy on Board Diversity shall help the Nomination & Remuneration Committee of the Company while considering and recommending appointment of persons on the Board of Directors of the Company.
COMMITTEES OF THE BOARD OF DIRECTORS
I. Disclosure of Composition of Audit Committee
The Company is having an Audit Committee comprising of the following Directors:
Name of the Director |
Status |
Category |
Mr. Sham Lal |
Chairman |
Non-Executive |
Chopra |
& Independent Director |
|
Mr. Ashok |
Member |
Non-Executive |
Khanna |
& Independent Director |
|
Mr. Surrinder |
Member |
Non-Executive |
Lal Kapur |
& Independent Director |
|
Mr. Kushagr |
Member |
Whole-time |
Ansal |
Director |
II. Disclosure of Composition of Nomination and Remuneration Committee
Your Company being covered by Section 178(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 has constituted the Nomination and Remuneration Committee w.e.f. 28th day of May, 2014.
The composition of Nomination and Remuneration Committee is as given hereunder:
Name of the Director |
Status |
Category |
Mr. Sham Lal Chopra |
Chairman |
Non-Executive & Independent Director |
Mr. Deepak Ansal |
Member |
Chairman & Managing Director |
Mr. Surrinder Lal Kapur |
Member |
Non-Executive & Independent Director |
Mr. Maharaj Kishen Trisal |
Member |
Non-Executive & Independent Director |
III. Disclosure of composition of Stakeholders âRelationship Committee
The composition of Stakeholders'' Relationship Committee is as given hereunder:
Name of the Director |
Status |
Category |
Mr. Sham Lal Chopra |
Chairman |
Non-Executive & Independent Director |
Mr. Deepak Ansal |
Member |
Chairman & Managing Director |
Mr. Ashok Khanna |
Member |
Non-Executive & Independent Director |
IV. Disclosure of composition of Corporate Social Responsibility Committee
The composition of Corporate Social Responsibility Committee is as given hereunder:
Name of the Director |
Status |
Category |
Mr. Ashok Khanna |
Chairman |
Non-Executive & Independent Director |
Mr. Surrinder Lal Kapur |
Member |
Non-Executive & Independent Director |
Mr. Maharaj Kishen Trisal |
Member |
Non-Executive & Independent Director |
Mr. Kushagr Ansal |
Member |
Whole-time Director |
An Annual Report on the CSR activities of the Company for the Financial Year 2015-16 is attached as " Annexure -I".
STATUTORY AUDITORS & THEIR REPORT
M/s. Khanna & Annadhanam, Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible have consented and offered themselves for re-appointment as statutory auditors for the Financial Year 2016-17. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated 26th May, 2016 from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Companies Act, shall be as per the term provided under the Companies Act, that they are not disqualified for such re-appointment under the provisions of the applicable laws and also that there is no proceeding pending against them or any of their partners with respect to professional matters of conduct. Comments of the Auditors in their report and the notes forming part of the Accounts, are self-explanatory and need no comments.
COST AUDITORS AND THEIR REPORT
M/s. Chandra Wadhwa & Co., Cost Accountants, were appointed as Cost Auditors for the Financial Year 2015-16 to conduct cost audit of the accounts maintained by the Company in respect of the various projects prescribed under the applicable Cost Audit Rules. The Cost Audit Report given by the Cost Auditors for the Financial Year 2015-16 shall be filed as per the requirements of applicable laws.
SECRETARIAL AUDITORS AND THEIR REPORT
M/s. Vivek Arora, Company Secretaries were appointed as the Secretarial Auditors of the Company for the Financial Year 2015-16 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as âAnnexure-II" and forms part of this report. The Secretarial Audit Report is self-explanatory and needs no comments.
EXTRACTS OF THE ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 are furnished in Form MGT-9 which is attached as "Annexure-III" to this Report forming part hereof.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of Loans, Guarantees and investments made by the Company during the year under review under section 186 of the Companies Act, 2013 are provided hereunder:-
Nature of Transaction |
Amount involved (in Rupees) |
Corporate Guarantee provided in favour of Punjab National Bank for a loan sanctioned to M/s. Geo Connect Limited, a wholly owned subsidiary of the Company. |
11,40,00,000 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Details of contracts or arrangements entered into by the Company during the Financial Year 2015-16 with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and as required to be disclosed as per Section 134(3)(h) are furnished in Form AOC-2 which is attached as "Annexure-IV" forming part of this report.
Your Company has taken necessary approvals as required by Section 188 read with Companies (Meeting of Board and its Powers) Rules, 2014 from time to time in respect of the related party transactions. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with senior management personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its various operations and the industry of which it is a part.
The initiatives undertaken by the Company in this respect have been disclosed on the website of the Company at www.ansals. com and web link thereto is http://www. ansals.com/pdfs/Board-Familiarization-Programme.pdf
EVALUATION REPORT BY THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and the erstwhile Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, had formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including independent directors. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committees, such as, adequacy and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and corporate governance etc. Similarly, for evaluation of individual director''s performance, the questionnaire covers various aspects like his/her profile, contribution to Board and Committee meetings, execution and performance of specific duties, obligations and regulatory compliances and governance.
Pursuant to the performance evaluation criteria framed as explained above, during the Financial Year 2015-16, the Board undertook an evaluation of itself and its committees. The Board, excluding the independent director being evaluated, also assessed the performance and the potential of each of the independent directors with a view to maximizing their contribution to the Board. As contemplated by the Act, the independent directors at one of their meetings conducted a review of the performance of the Chairman after taking into account the views of the non-executive members of the Board.
The process put in place by the Board, in accordance with the Companies Act, 2013 and the relevant provisions of the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is aimed at improving the performance of the Board, its Committees and its members.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mrs. Nisha Ahuja (having DIN: 00001875) was regularized as Director of the Company in the Annual General Meeting of the Company held on 30.09.2015.
Mr. Sham Lal Chopra (having DIN: 00183194), Mr. Surrinder Lal Kapur (having DIN: 00033312), Mr. Ashok Khanna (having DIN: 01510677) and Mr. Maharaj Kishen Trisal (having DIN: 00059545), the Directors of the Company were appointed as Independent Directors not liable to retire by rotation on 30th Annual General Meeting held on 25th September, 2014 of the Company to hold office up to 31st March, 2019.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of Companies Act, 2013 Mr. Deepak Ansal (DIN: 00047971), Chairman & Managing Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment.
Mr. Kaushal Kumar Singhal, who was already holding the designation of Executive Director of the Company was re-designated as the Executive Director and Chief Executive Officer of the Company w.e.f. 10.02.2016.
DISCLOSURE OF PARTICULARS OF EMPLOYEES''RECEIVING REMUNERATION OF Rs.60.00 LAKHS OR MORE PER ANNUM OR Rs.5.00 LAKHS OR MORE PER MONTH
In accordance with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement of particulars of Employees receiving a remuneration of Rs.60 lakhs or more per annum or Rs.5.00 lakhs or more per month (if employed only for a part of the year) forming part of this Report is attached herewith in "Annexure-V".
DISCLOUSRE OF DIRECTORS'' REMUNERATION
In accordance with Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosure related to directors'' remuneration is as follow:-
Particulars |
Details |
The ratio of the remuneration of each director to the median* remuneration of the employees for the Financial Year 2015-16 |
Mr. Kushagr Ansal, Whole-time Director: 43.40 Times Mr. Deepak Ansal, Chairman & Managing Director: 79.45 Times |
The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the Financial Year 2015-16 |
Increment percentage CMD : (30.70%)# WTD : (27.59%) CEO : 3.82% CFO : 25.60 %@ CS : (2.57%) |
The percentage increase in the median remuneration of employees in the Financial Year 2015-16. |
2% |
The number of permanent employees of the Company as on 31.03.2016 |
612 |
The explanation on the relationship between average increase in remuneration and company performance; |
The average increase in remuneration of employees during the year 201516 was 2%. During the period 2015-16 company''s revenue declined by more than 40% and the profit before tax declined by 53.25% and profit after tax declined by more than 50%. |
Comparison of the remuneration of the CEO, MD, Manager, CFO, WTD or CS against the performance of the company; |
There has been a decline in the average remuneration of the KMPs during the Financial year 2015-16 in line with financial performance of the Company. |
Variations in the market capitalization of the company, price earnings ratio as at the closing date of 2015-16 and 2014-15 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. |
The Market capitalization of the Company has decreased by 30.73% as on 31.03.2016 as compared to 31.03.2015. P/E ratio has increased by 40.81% as on 31.03.16 as compared to P/E ratio on 31.03.2015. The closing price of the Company''s Share on NSE was Rupees 19.95 on 31.03.2016, decreased by 80.91% against the price of Rupees 104.50 on which Shares were issued on Rights basis during 2004-05. However, the decrease in market price of the shares should be viewed in light of the 2:1 bonus shares issued by the Company on 12th April, 2013. |
Average percentile increase already made in the salaries of employees other than the managerial personnel in the Financial Year 2014-15 & 2015-16 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; |
Percentage increase in the salaries of Employees other than KMP 2014-15 : 10% 2015-16 : 2% Percentage increase in the salaries of KMP 2014-15 : 7.00% 2015-16 : (19.49%) There were no exceptional circumstances for increase in the managerial remuneration. The Managerial remuneration was given as per Nomination and Remuneration policy of the Company. |
Particulars |
Details 1 |
Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; |
As per details given above. |
The key parameters for any variable component of remuneration availed by the directors; |
NA |
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. |
NA |
* the expression "medianâ means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking up the middle one.
# includes an amount of Rs. 1,11,79,011 paid in excess of prescribed limits for which the Company has already applied to the Central Government seeking its approval for payment of remuneration to Mr. Deepak Ansal, Chairman & Managing Director in excess of limit set out in Section 197 of the Companies Act, 2013.
@ includes an amount of Rs. 10,29,581 paid to Mr. Sanjay Mehta, CFO on account of LTA and Medical pertaining to earlier years.
Your Board of Directors affirms that the remuneration paid is as per the Remuneration Policy of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption
Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.
B. Foreign Exchange Earnings and Outgo
a) Activities Relating^ As the company to exports operates in
b) Initiatives taken to Real Estate increase exports & Hospitality
c) Development of 1 segment the new export markets for Company is not products and services involved in any
d) Export plans activity relating to export.
Particulars of Foreign Exchange Earnings and Outgo -
a)Foreign Exchange Earnings - through Rs. 159.64 Lacs Credit Cards as per bank certificates/advices
b) Dividend Received in foreign currency
(Net of CDT) Rs. 51.54 Lacs
c) Foreign Exchange Outgo Payment of Brokerage Rs. 10.87 Lacs Travel Expenses Rs. 77.75 Lacs Property Exhibition Rs. 58.17 Lacs Professional Expenses Rs. 1.74 Lacs
DETAILS OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR
No Company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of your Company during the year under review.
MONITORING FRAMEWORK FOR SUBSIDIARY COMPANIES
The Company monitors performance of its subsidiary companies, inter alia, by the following means:
(i) The Audit Committee periodically reviews financial statements of the subsidiary companies, along with investments made by them;
(ii)The Board of Directors reviews the minutes of the board meetings and statements of all significant transactions and arrangements, if any, of the subsidiary companies.
Your company does not have a material non-listed Indian subsidiary i.e. an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year. The Company has formulated a policy for determining ''material subsidiary'' and the same is available on the website of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals during the financial year 2015-16 which have an impact on the going concern status and company''s operations in future.
CORPORATE GOVERNANCE
Your Company attaches considerable significance to good Corporate Governance as an important step towards building strong investors'' confidence, improving investor protection and maximizing long-term stakeholders'' value. Pursuant to Clause 49 of the erstwhile Listing Agreements with the Stock Exchanges and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance, as received from the auditors of the Company on compliance of mandatory requirements has been annexed as part of this Report.
In order to comply with the provisions of Regulation 46 read with other regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has designated an e-mail ID - [email protected] which is exclusively for the clarifications/queries/ grievance redressal of the investors of the Company.
LISTING OF EQUITY SHARES
The Securities of the Company are listed and traded at BSE Limited and National Stock Exchange of India Ltd. The Company has paid listing fee to BSE Ltd. as well as National Stock Exchange of India Ltd. for the Financial Year 2016-17.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm the following in respect of the Audited Annual Accounts for the Financial Year ended 31st March, 2016:
i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;
ii) that 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 for the financial year ended 31st March, 2016 and of the profit of the Company for that period;
iii) that the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
iv)that the directors had prepared the annual accounts on a going concern basis; and
v) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi)That the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.
APPRECIATION
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support;
b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage;
c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.
Regd. Office: For and on behalf of the Board of Directors
15 UGF, Indra Prakash
21, Barakhamba Road,
New Delhi - 110 001
Sd/-
Place : New Delhi (Deepak Ansal)
Dated : 30th May, 2016 Chairman & Managing Director
DIN :00047971
Mar 31, 2015
Dear Shareholders,
The Directors of your Company have pleasure in presenting the 31st
Annual Report of your Company together with the Audited Statement of
Accounts of the Company for the Financial Year ended 31st March, 2015.
Financial Results and Appropriations
Your Company's performance on Standalone basis during the year as
compared with that during the previous year is summarized as under:
(Figures in Rs, Lacs)
Particulars 2014-15 2013-14
1 Sales & Other Income 78,771.10 61,900.63
2 Gross Profit
(Before Interest and
Depreciation) etc. 9,396.09 11,383.23
Less:
- Interest & Finance Charges 4,129.17 4,946.24
- Depreciation 399.82 4,528.99 303.70 5,249.94
3 Net Profit before Tax 4,867.10 6,133.29
Less:
- Provision for Tax 1,687.04 2,195.65
4 Net Profit After
Tax but before prior
period items 3,180.06 3,937.64
Less:
- Tax Provisions
for earlier years 129.09 35.74
5 Net Profit after
tax and prior period
items 3,050.97 3,901.90
Add :
Surplus profit
brought forward
from previous year 7,853.53 19,498.57
Balance available
for appropriation 10,904.50 23,400.47
6 Appropriations:
Proposed Dividend
@ 8% (Previous Year @ 8%) 475.09 475.09
Dividend Tax thereon 70.75 71.84
Transfer to
General Reserve 1,000.00 15,000.00
Transfer to Capital
Redemption Reserve - -
Dividend/Dividend
Tax for earlier Years - 1,545.84 - 15,546.93
7 Surplus profit
carried over to
Balance Sheet 9,358.66 7,853.54
PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY Standalone
Financial Results
During the financial year 2014-15, the net revenue from operations for
the standalone entity increased to Rs, 787.71 crores from Rs,619.01
crores in the previous year registering a growth of 27.25%. However,
due to increase in input costs and lower margin in one of the projects
which constituted major portion of sale, the operating profit before
interest, tax, depreciation and amortization (EBITDA) decreased from
Rs,113.83 crores to Rs,93.96 crores and the profit after tax (PAT ) for
the year under review was Rs.30.50 crores as against Rs, 39.01 crores
for the last financial year.
Consolidated Financial Results
The Consolidated Revenue from operations increased to Rs, 818.95 crores
from Rs, 648.40 crores last year showing a growth of over 27%. Net
profit after minority interest for the group for the financial year
2014-15 was Rs, 28.76 crores as against Rs,43.46 crores in the previous
year.
Business Review
Reflecting the trends of the overall economy, the year 2014-15 has not
been an encouraging and favorable year for the real estate sector. The
real estate is burdened with high costs because of which there is
little possibility of reduction in home prices in most micro-markets.
Construction cost has increased by almost 40% in last four years, while
government taxes and premiums have also gone up substantially. This
eliminates any scope for reduced prices, despite the weak markets.
Banks' reluctance to lend to real estate companies has led to increased
cost of borrowing, adding to the overall cost. In fact, these factors
will also result in an increase in prices when market condition
improves.
It is expected that in the coming years, the urban population will rise
which, coupled with growth in employment, education and health care,
will push the demand for residential and commercial space. Increasing
migration to the cities will drive this demand for residential and
commercial spaces. Also a rise in sales of housing property is
anticipated following the recent stock market rally and a slew of
optimistic RBI rules to allow foreign banks into the Country's
protected banking ecosystem. Steady housing demand will be a big
constant for the Indian Economy and the industry will focus on meeting
this demand.
The Confederation of Real Estate Developers' Associations of India
(CREDAI) has identified demand from tier-II and tier-III cities as an
impetus for better real estate solutions. With rapid land and
infrastructure development in smaller cities and towns, assisted by
bank loans, higher earnings and improved standards of living, housing
and construction demand is likely to increase in these cities.
Capitalizing on these opportunities, during the period under report,
new residential and commercial projects at Gurgaon, Yamunanagar and
Meerut were launched by the Company. The Company is currently
developing/building various projects at Gurgaon, Meerut, Agra, Alwar,
Ajmer, Indore, Karnal, Yamunanagar, Jhansi, Jammu, Muzaffarnagar,
Rewari, Shahpur, Zirakpur and Ghaziabad. The Company will be soon
launching new residential projects in Greater Noida and Amritsar.
Construction at all locations is progressing well and possession of
ready units in various projects at Meerut, Agra, Yamunanagar, Karnal,
Indore, Jammu, Jhansi, Ghaziabad, Rewari, Alwar, Zirakpur and Shahpur
is being handed over to the customers.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company
during the financial year 2014-15.
TRANSFER TO RESERVES
The Company proposes to transfer a sum of Rs, 10 crores (Previous Year
Rs, 150 crores) to the General Reserve out of the amount available for
appropriation. An amount of Rs, 93.59 crores is proposed to be retained
in Statement of Profit and Loss.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs, 0.80 per
Equity Share (@ 8%) on the paid up equity share capital of the Company
for the financial year ended 31st March, 2015. The total payout of the
proposed dividend is Rs, 475.08 lacs and Corporate Dividend Tax of Rs,
70.75 lacs. The dividend will be paid to members whose names would
appear in the Register of Members as on the record date for the purpose
of dividend for the Financial Year 2014-15. In respect of shares held
in dematerialized form, it will be paid to the members whose names will
be furnished by National Security Depository Ltd. and Central
Depository Services (India) Ltd. on behalf of beneficial owners as on
that date. A motion for confirmation of the dividend for the year is
being placed before the Shareholders at the Annual General Meeting.
UNCLAIMED DIVIDEND
Transfer of Amount to Investor Education
and Protection Fund
Pursuant to the provision of Section 205A (5) of the Companies Act,
1956, the relevant amount against the Final Dividend for the financial
year 2007-08 which remains unpaid or unclaimed for a period of seven
years shall be transferred by the Company to the Investor Education and
Protection Fund (IEPF) by 30th day of October, 2015. Shareholders are
requested to send their stale/outdated Final Dividend Warrants issued
by the Company for the financial year 2007-08 to the Company on or
before 30th day of October, 2015 enabling it to issue pay orders/demand
drafts, as the case may be, to the Shareholders from whom the requisite
requests are received, otherwise the Company would have no other option
but to transfer this amount to the IEPF by 30th day of October, 2015
which is the last date for transfer of the said amount. The letters in
this respect have already been sent by the Company to those
shareholders whose Final Dividend Warrants for the financial year
2007-08 are unpaid/unclaimed as per record of the Company. No further
correspondence would be entertained after such unpaid / unclaimed
dividend amount is transferred to the IEPF. Once unclaimed dividend is
transferred to IEPF, no claim shall lie against the Company in respect
thereof. Details of unpaid/unclaimed dividends are available at the
Company's website viz. www.ansals.com.
FIXED DEPOSITS
The Company had been inviting/accepting and renewing deposits from the
public and its Shareholders for past many years in accordance with the
provisions of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975. The scheme of fixed deposits was
temporary stopped with effect from 1st April, 2014 due to additional
requirements of obtaining credit rating, deposit insurance and
Shareholders approval as stipulated by the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. However, the Company
has started accepting/ renewing the deposits with effect from 1st
November, 2014 after complying with the additional requirements as laid
down by the Companies Act, 2013 and rules there under. The details
relating to the deposits as required by Rule 8(5)(v) of the Companies
(Accounts) Rules, 2014 are given below :
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2015 was Rs, 59.47
crores. During the year under review, the Company did not issue shares
of any kind or any convertible instruments.
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
No material changes or commitments have occurred between the close of
the financial year of the Company to which the Balance Sheet relates
and the date of the report which may affect the financial position of
the Company.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE
In furtherance of the Green Initiative in Corporate Governance
announced by the Ministry of Corporate Affairs, the Company had in past
requested the Shareholders to register their email addresses with the
Registrar / Company for receiving the Report and Accounts, Notices etc.
in electronic mode. However, some of the Shareholders have not yet
registered their e-mail IDs with the Company. Shareholders who have not
registered their email addresses are once again requested to register
the same with the Company by sending their requests to [email protected].
AWARD OF ISO 9001: 2008
Your Company continues to enjoy the privilege of ISO 9001:2008
Certification granted to it on 16th April, 2005 through well known
certification agency "DET NORSKE VERITAS". It will be the constant
Endeavour of the management to continuously stress on systems/quality
for ultimate delivery of its products.
HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
Employee relations continue to be cordial and harmonious at all levels
and in all divisions of the Company. The Board of Directors would like
to express their sincere appreciation to all the employees for their
continued hard work and steadfast dedication.
The Company conducts consultations, dialogues, deliberations,
negotiations and meetings in a congenial environment and arrives at
amicable solutions to issues that crop from time to time.
As a part of the policy for Prevention of Sexual Harassment in the
organization, the Company has in place an Internal Complaints Committee
for prevention and redressal of complaints of sexual harassment of
women at work place in accordance with the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
relevant rules there under. No complaints were received by the
Committee during the year under review. As on 31st March, 2015 the
Company had a workforce of 693 employees including 52 employees of
Hospitality Division of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have furnished to the
Company a declaration to the effect that they meet the criteria of
independence as provided in Sub-section 6 of Section 149 of Companies
Act, 2013 read with Schedule IV thereof in the first Board Meeting held
for the financial year 2015-16.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Company had 5 Board meetings during the financial year under review
for which notices were served in accordance with Section 173(3) of the
Companies Act, 2013 at their address registered with the Company by the
permitted mode of delivery. The details of the Board Meetings are given
in the Corporate Governance Report that forms part of the Annual
Report.
POLICIES OF THE BOARD OF DIRECTORS/ COMPANY
I. Nomination and Remuneration Policy of the Company
The Company's policy on directors' appointment and remuneration is as
under:-
Appointment criteria and qualifications:
a) The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment
as Director, KMP or at Senior Management level and recommend to the
Board his/her appointment.
b) A person should possess adequate qualification, expertise and
experience for the position he/she is considered for appointment. The
Committee has discretion to decide whether qualification, expertise and
experience possessed by a person is sufficient/ satisfactory for the
concerned position.
c) The Company shall not appoint or continue the employment of any
person as the Managing Director/ Whole-time Director who has attained
the age of seventy years. Provided that the term of the person holding
this position may be extended beyond the age of seventy years with the
approval of Shareholders by passing a Special Resolution based on the
explanatory statement annexed to the notice for such motion indicating
the justification for extension of appointment beyond seventy years.
Remuneration to Whole-time/Executive/ Managing Director, KMP and Senior
Management Personnel:
a) Fixed pay:
The Managing Director, Whole-time Director, KMP and Senior Management
Personnel shall be eligible for a monthly remuneration as may be
approved by the Board on the recommendation of the Nomination &
Remuneration Committee. The breakup of the pay scale and quantum of
perquisites including, employer's contribution to provident fund,
pension scheme, medical expenses, club fees etc. shall be decided and
approved by the Board/ the Person authorized by the Board on the
recommendation of the Committee and approved by the Shareholders and
Central Government, wherever required.
b) Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits
are inadequate, the Company shall pay remuneration to its Managing
Director/Whole- time Director in accordance with the provisions of
Schedule V of the Act and if it is not able to comply with such
provisions, with the previous approval of the Central Government.
c) Provisions for excess remuneration:
If any Managing Director/Whole-time Director draws or receives,
directly or indirectly by way of remuneration any such sums in excess
of the limits prescribed under the Act or without the prior sanction of
the Central Government, where required, he/she shall refund such sums
to the Company and until such sum is refunded, hold it in trust for the
Company. The Company shall not waive recovery of such sum refundable to
it unless permitted by the Central Government.
Remuneration to Non- Executive /
Independent Director:
a) Remuneration/Commission:
The remuneration/commission shall be fixed as per the slabs and
conditions mentioned in the Articles of Association of the Company and
the Companies Act, 2013.
b) Sitting Fees:
The Non- Executive/Independent Director may receive remuneration by way
of fees for attending meetings of Board or Committee thereof. Provided
that the amount of such fees shall not exceed Rs, 40,000 per meeting of
the Board or Committee or such amount as may be prescribed by the
Central Government from time to time.
c) Commission:
Commission may be paid within the monetary limit approved by
Shareholders, subject to the limit not exceeding 1% of the profits of
the Company computed as per the applicable provisions of the Companies
Act, 2013.
d) Stock Options:
An Independent Director shall not be entitled to any stock option of
the Company.
II. Corporate Social Responsibility Policy
The details about the policy developed and implemented by the Company
on Corporate Social Responsibility and initiative taken during the year
are given in the "Annexure-I" forming part of this report as specified
under the Companies (Corporate Social Responsibility Policy) Rules,
2014.
III. Statement Concerning Development and Implementation of Risk
Management Policy of the Company
The Company has its Risk Management Policy which is reviewed by the
Board of Directors of the Company and the Audit Committee of Directors
from time to time so that management controls the risk through properly
defend network. Head of Departments are responsible for implementation
of the risk management system as may be applicable to their respective
areas of functioning and report to the Board and the Audit Committee.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro- active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In today's challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the
Company are imperative. The common risks inter alia are: Regulations,
Competition, Business risk, Technology obsolescence, Investments,
retention of talent and expansion of facilities etc.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk and legal risk.
As a matter of policy, these risks are assessed and appropriate steps
are taken to mitigate the same as the element of risk threatening the
Company's existence is very minimal.
IV. Whistle blower policy and/or vigil mechanism
Clause 49 of the Listing Agreement entered into between the Company and
Stock Exchanges and Section 177(9) and (10) of the Companies Act, 2013
read with Rule 7 of the (Meetings of Board & its Powers) Rules, 2014
provide for a mandatory requirement for all the listed companies to
establish mechanism called "Whistle Blower Mechanism" for employees to
report to the management instances of unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct.
In compliance of the above requirements, Ansal Housing & Construction
Limited, being a Listed Company has established a Vigil (Whistle
Blower) Mechanism and formulated policy to enable director/s or
stakeholders, including individual employees and their representative
bodies, to freely communicate their concerns about illegal or unethical
practices, actual or suspected fraud or violation of the Code of
Conduct or Policy for the time being in force.
V. Related Party Transactions Policy
In accordance with the provisions of the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Company has framed a Related Party
Transactions (RPT) Policy to ensure the proper approval and reporting
of transactions between the Company and its Related Parties. Such
transactions are appropriate only if they are in the best interest of
the Company and its Shareholders. All Related Party Transactions are
approved by the Audit Committee prior to the transaction. Related
Party Transactions of repetitive nature are approved by the Audit
Committee on omnibus basis for one financial year at a time. All
omnibus approvals are reviewed by the Audit Committee on a quarterly
basis. The Policy has been disclosed on the website of the Company viz.
http:// www.ansals.com/pdfs/policy-on- related-party-transaction.pdf
VI. Financial Controls Policy
The Company has a well-defined Financial Controls Policy which has been
framed keeping in view the provisions of the Companies Act, 2013 and
Clause 49 of the Listing Agreement. The objective of the Policy is to
ensure the orderly and efficient conduct of business of the Company
including adherence to company's policies, safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of
reliable financial information.
VII. Policy on Diversity of Board
Your Company believes that a diverse Board will enhance the quality of
the decisions made by the Board by utilizing the different skills,
qualification, professional experience and knowledge etc. of the
members of the Board which is inevitable for achieving sustainable and
balanced development. Keeping this in view, the Company has framed a
"Policy on Board Diversity" in accordance with provisions of the
Companies Act, 2013 and Clause 49 of the Listing
Agreement. The Policy on Board Diversity shall help the Nomination &
Remuneration Committee of the Company while considering and
recommending appointment of persons on the Board of Directors of the
Company.
COMMITTEES OF THE BOARD OF DIRECTORS
I. Disclosure of Composition of Audit Committee
The Company is having an Audit Committee comprising of the following
Directors:
Name of the Status Category
Director
Shri Sham Lal Chairman Non-Executive
Chopra & Independent
Director
Shri Ashok Member Non-Executive
Khanna & Independent
Director
Shri Surrinder Member Non-Executive
Lal Kapur & Independent
Director
Shri Kushagr Member Whole-time
Ansal Director
II. Disclosure of Composition of Nomination and Remuneration Committee
The Companies Act, 2013 requires those Companies to constitute a
Nomination and Remuneration Committee, which fall under purview of
Section 178 (1) read with Rule 6 of the Companies (Meetings of Board
and its Powers) Rules, 2014. Your Company as covered by the said
section constituted the Nomination and Remuneration Committee w.e.f.
28th day of May, 2014.
The composition of Nomination and Remuneration Committee is as given
hereunder:
Name of the Status Category
Director
Shri Sham Lal Chairman Non-Executive
Chopra & Independent
Director
Shri Deepak Member Chairman &
Ansal Managing
Director
Shri Surrinder Member Non-Executive
Lal Kapur & Independent
Director
Shri Maharaj Member Non-Executive
Kishen Trisal & Independent
Director
III. Disclousre of Composition of Stakeholders' Relationship Committee
The composition of Stakeholders' Relationship Committee is as given
hereunder:
Name of the Status Category
Director
Shri Sham Lal Chairman Non-Executive
Chopra & Independent
Director
Shri Deepak Member Chairman &
Ansal Managing
Director
Shri Ashok Member Non-Executive
Khanna & Independent
Director
IV. Disclosure of Composition of Corporate Social Responsibility
Committee
The composition of Corporate Social Responsibility Committee is as
given hereunder:
Name of the Status Category
Director
Shri Ashok Chairman Non-Executive
Khanna & Independent
Director
Shri Surrinder Member Non-Executive
Lal Kapur & Independent
Director
Shri Maharaj Member Non-Executive
Kishen Trisal & Independent
Director
Shri Kushagr Member Whole-time
Ansal Director
STATUTORY AUDITORS & THEIR REPORT
M/s. Khanna & Annadhanam, Chartered Accountants, Statutory Auditors of
the Company will retire at the conclusion of the ensuing Annual General
Meeting and being eligible have consented and offered themselves for
re-appointment as statutory auditors for the financial year 2015-16.
Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules
prescribed there under, the Company has received certificate dated 28th
July, 2015 from the Auditors to the effect, inter-alia, that their
re-appointment, if made, would be within the limits laid down by the
Act, shall be as per the term provided under the Act, that they are not
disqualified for such re-appointment under the provisions of the
applicable laws and also that there is no proceeding pending against
them or any of their partners with respect to professional matters of
conduct. Comments of the Auditors in their report and the notes forming
part of the Accounts, are self-explanatory and need no comments.
COST AUDITORS AND THEIR REPORT
M/s. Chandra Wadhwa & Co., Cost Accountants, were appointed as Cost
Auditors for the financial year 2014-15 to conduct cost audit of the
accounts maintained by the Company in respect of the various projects
prescribed under the applicable Cost Audit Rules. The Cost Audit Report
given by the Cost Auditors for the financial year 2014-15 shall be fled
as per the requirements of applicable laws.
SECRETARIAL AUDITORS AND THEIR REPORT
M/s. Vivek Arora, Company Secretaries were appointed as the Secretarial
Auditors of the Company for the financial year 2014-15 pursuant to
Section 204 of the Companies Act, 2013. The Secretarial Audit Report
submitted by them in the prescribed Form MR-3 is attached as
"Annexure-II" and forms part of this report. The Secretarial Audit
Report is self- explanatory and needs no comments.
EXTRACTS OF THE ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 are furnished in Form MGT-9 which is attached as
"Annexure-III" to this Report forming part hereof.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of Loans, Guarantees and Investments made by the
Company during the year under review under Section 186 are provided
hereunder:-
Nature of Transaction Amount
involved
(in Rupees)
Corporate Guarantee 10,00,00,000
provided in favor
of SIDBI for financial
assistance/term loan
sanctioned to M/s Geo
Connect Limited, a
wholly owned subsidiary
of the Company.
Corporate Guarantee 9,60,00,000
provided in avor of SBI
for financial assistance/
term loan sanctioned to
M/s Geo Connect Limited,
a wholly owned subsidiary
of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Particulars of contracts or arrangements entered into by the Company
with related parties referred to in sub-section (1) of Section 188 of
the Companies Act, 2013 are given in Form AOC-2 attached as
"Annexure-IV" to this report and forming part of it.
Your Company has taken necessary approvals as required by Section 188
read with Companies (Meeting of Board and its Powers) Rules, 2014 from
time to time.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Company conducts Familiarization Programme for the Independent
Directors to provide them an opportunity to familiarize with the
Company, its management and its operations so as to gain a clear
understanding of their roles and responsibilities and contribute
significantly towards the growth of the Company. They have full
opportunity to interact with Senior Management Personnel and are
provided all the documents required and sought by them for enabling
them to have a good understanding of the Company, its various
operations and the industry of which it is a part.
The initiatives undertaken by the Company in this respect have been
disclosed on the website of the Company at www.ansals. com and we
blink thereto is http://www. ansals.com/pdfs/Board-Familiarization-
Programme.pdf
EVALUATION REPORT BY THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and the
Listing Agreement with Stock Exchanges, the Board, in consultation with
its Nomination & Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation of the
entire Board of the Company, its Committees and individual Directors,
including Independent Directors.
A structured questionnaire has been prepared, covering various aspects
of the functioning of the Board and its Committees, such as, adequacy
and composition of the Board and its Committees, matters addressed in
the Board and Committee meetings, processes followed at the Meeting,
Board's focus, regulatory compliances and Corporate Governance etc.
Similarly, for evaluation of individual Director's performance, the
questionnaire covers various aspects like his/her profile, contribution
to Board and Committee Meetings, execution and performance of specific
duties, obligations and regulatory compliances and governance.
Pursuant to the performance evaluation criteria framed as explained
above, the Board undertook an evaluation of itself and its Committees.
The Board, excluding the Independent Director being evaluated, also
assessed the performance and the potential of each of the Independent
Directors with a view to maximizing their contribution to the Board. As
contemplated by the Act, the Independent Directors at a meeting
conducted a review of the performance of the Chairman after taking into
account the views of the Non-Executive Members of the Board.
The process put in place by the Board, in accordance with the Companies
Act, 2013 and the relevant provisions of the Listing Agreement, is
aimed at improving the performance of the Board, its Committees and its
Members.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mrs. Nisha Ahuja (having DIN: 00001875)
was appointed on the Board of Directors as an Additional Director of
the Company on 26th September, 2014 to hold office till forthcoming
Annual General Meeting. She, being eligible, seeks regularization at
the forthcoming Annual General Meeting. Your Directors propose to
appoint her as Director of the Company at the ensuing Annual General
Meeting who shall be liable to retire by rotation. Shri Sham Lal
Chopra (having DIN: 00183194), Shri Surrinder Lal Kapur (having DIN:
00033312), Shri Ashok Khanna (having DIN: 01510677) and Shri Maharaj
Kishen Trisal (having DIN: 00059545), the Directors of the Company were
appointed as Independent Directors not liable to retire by rotation on
30th Annual General Meeting held on 25th September, 2014 of the Company
to hold office up to 31st March, 2019. All Independent Directors have
given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Clause 49 of
Listing Agreement. Shri Pardeep Anand (DIN: 00088653), being liable to
retire by rotation, ceased to be a Director of the Company w.e.f. the
last Annual General Meeting held on 25th September, 2014 since he did
not seek his re-appointment. The Board acknowledges and appreciates the
contribution made by Mr. Pradeep Anand in the growth of the Company.
In accordance with the provisions of Companies Act, 2013 Shri Kushagr
Ansal (DIN: 01216563), Whole-time Director of the Company is liable to
retire by rotation and being eligible offers himself for re-
appointment.
Mr. Som Nath Grover, a fellow member of the Institute of Company
Secretaries of India, was appointed as Additional V.P. and Company
Secretary of the Company with effect from 1st April, 2014. Mr. Sanjay
Mehta, a member of the Institute of Chartered Accountants of India, who
was already holding position of Chief Financial Officer as per Listing
Agreement, was also designated with effect from 6th February, 2015 as
the Chief Financial Ofcer of the Company as a Key Managerial Personnel
under the provisions of the Companies Act, 2013.
DISCLOSURE OF PARTICULARS OF EMPLOYEES' RECEIVING REMUNERATION OF Rs,
60.00 LAKHS OR MORE PER ANNUM OR Rs, 5.00 LAKHS OR MORE PER MONTH In
accordance with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement of
particulars of Employees receiving a remuneration of Rs, 60 lakhs or
more per annum or Rs, 5.00 lakhs or more per month (if employed only
for a part of the year) forming part of this Report is attached
herewith in "Annexure-V".
DISCLOUSRE OF DIRECTORS' REMUNERATION
In accordance with section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
disclosure related to Directors' Remuneration is as follow:-
*the expression "median" means the numerical value separating the
higher half of a population from the lower half and the median of a
finite list of numbers may be found by arranging all the observations
from lowest value to highest value and picking up the middle one. #
Includes an amount of Rs, 84.57 lacs paid in excess of prescribed
limits for which approval is being sought from Government of India.
Your Board of Directors farms that the remuneration paid is as per the
Remuneration Policy of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption
Your Company is not engaged in any manufacturing activity; as such
particulars relating to Conservation of Energy and Technology
Absorption as per Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.
B. Foreign Exchange Earnings and Outgo
a) Activities Relating As the Company to exports operates in
b) Initiatives taken to Real Estate increase exports & Hospitality
c) Development of segment new export markets for Company is not
products and services involved in any
d) Export plans activity relating to export.
C. Particulars of Foreign Exchange Earnings and Outgo Â
a) Foreign Exchange
Earnings - through Rs, 78 Lacs
Credit Cards as per bank certificates/advices
b) Dividend Received in foreign currency
(Net of CDT) Rs, 109 Lacs
c) Foreign Exchange Outgo
Value of Imports
calculated on CIF basis
in respect of Project
Material Rs, 23.00 Lacs
Travel Expenses Rs, 54.00 Lacs
Property Exhibition Rs, 38.00 Lacs
Professional Expenses Rs, 1.04 Lacs
DETAILS OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR
No Company has become or ceased to be a Subsidiary, Joint Venture or
Associate Company of your Company during the year under review.
MONITORING FRAMEWORK FOR SUBSIDIARY COMPANIES
The Company monitors performance of its subsidiary companies, inter
alia, by the following means:
(i) The Audit Committee periodically reviews Financial Statements of
the subsidiary companies, along with investments made by them;
(ii) The Board of Directors reviews the minutes of the Board Meetings
and statements of all significant transactions and arrangements, if
any, of the subsidiary companies.
Your Company does not have a Material Non-Listed Indian Subsidiary i.e.
an unlisted subsidiary, incorporated in India, whose income or net
worth (i.e. paid up capital and free reserves) exceeds 20% of the
consolidated income or net worth respectively, of the listed holding
company and its subsidiaries in the immediately preceding accounting
year. The Company shall formulate a policy for determining 'material
subsidiary' as and when required.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
No significant and material orders were passed by the Regulators or
Courts or Tribunals during the financial year 2014-15 which have an
impact on the going concern status and Company's operations in future.
CORPORATE GOVERNANCE
Your Company attaches considerable significance to good Corporate
Governance as an important step towards building strong investors'
confidence, improving investor protection and maximizing long-term
stakeholders' value. Pursuant to Clause 49 of the Listing Agreement
with the Stock Exchanges, a Compliance Report on Corporate Governance,
from the Auditors on compliance of mandatory requirements has been
annexed as part of this Report.
In order to comply with the provisions of Clause 47(f) in the Listing
Agreement with the Stock Exchange(s), the Company has designated an
E-mail [email protected] which is exclusively for the clarifications/
queries/grievance redressal of the investors of the Company.
LISTING OF EQUITY SHARES
The Securities of the Company are listed and traded at BSE Limited and
National Stock Exchange of India Ltd. The Company has paid listing fee
to BSE Ltd. as well as National Stock Exchange of India Ltd. for the
Financial Year 2015-16.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the
Directors conform the following in respect of the Audited Annual
Accounts for the Financial Year ended 31st March, 2015:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures;
ii) that 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 for the financial year ended 31st March, 2015
and of the profit of the Company for that period;
iii) that the directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) that the directors had prepared the annual accounts on a going
concern basis;
v) that the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
vi) that the directors had devised proper systems to ensure compliances
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
APPRECIATION
Directors wish to place on record their deep thanks and gratitude to:
a) The Central and State Government as well as their respective
Departments and Development Authorities connected with the business of
the Company, Bankers of the Company, Housing Finance as well as other
Institutions for their co-operation and continued support;
b) The Shareholders, Depositors, Suppliers and Contractors for the
trust and confidence reposed and to the Customers for their valued
patronage;
c) The Board also takes this opportunity to express its sincere
appreciation for the efforts put in by the officers and employees at
all levels in achieving the results and hopes that they would continue
their sincere and dedicated endeavour towards attainment of better
working results during the current year.
Regd. Office :
15 UGF, Indra Prakash For and on behalf of the Board of Directors
21, Barakhamba Road,
New Delhi - 110 001
Sd/-
Place : New Delhi (Deepak Ansal)
Dated : 3rd August, 2015 Chairman and Managing Director
DIN: 00047971
Mar 31, 2014
Dear Members,
The Directors of your Company have pleasure in presenting the 30th
Annual Report of your Company together with the Audited Statement of
Accounts of the Company for the Financial Year ended 31st March, 2014.
Financial Performance
Your Company''s performance on standalone basis during the year as
compared with that during the previous year is summarised as under:
(Figures in Rs. Lacs)
2013-14 2012-13
1. Sales & Other Income 61,900.63 43,565.25
2. Gross Profit (Before
Interest and Depreciation)
etc. 11,383.23 10,125.28
Less :
* Interest & Finance
Charges 4,946.24 4,508.59
* Depreciation 303.70 5,249.94 296.73 4,805.32
3. Net Profit before Tax 6,133.29 5,319.96
Less :
* Provision for Tax 2,195.65 1,588.42
4. Net Profit After Tax but
before prior period items 3,937.64 3,731.54
Less:
* Tax Provisions for
earlier year 35.74 -69.87
5. Net Profit after tax and
prior period items 3,901.90 3,801.41
Add :
Surplus Profit brought
forward from previous year 19,498.57 16,889.86
Balance available for
appropriation 23,400.47 20,691.27
6. Appropriations:
Proposed Dividend @ 8% 475.09 475.08
(Previous Year @ 8%)
Dividend Tax thereon 71.84 80.74
Transfer to General Reserve 15,000.00 600.00
Transfer to Capital
Redemption Reserve - 39.73
Dividend/Dividend Tax for
earlier years - 15,546.93 -2.85 1,192.70
7. Surplus Profit carried
over to Balance Sheet 7,853.54 19,498.57
Performance Review
The financial year 2013-14 was a drag for the Indian economy with poor
macro- economic conditions. Slowing income growth, sustained weakness
in the rupee, sky-rocketing inflation and high borrowing rates combined
to make consumers vary of spending. However, an emerging economy is
never short of opportunities and particularly the residential real
estate industry in India, where the shortage of homes stands at around
19 million units out of which 95% is in the economically weaker section
and low-income group categories. The Indian retail realty sector is
projected to grow at around 15 per cent year-on-year over the next 3-5
years as estimated by the International Monetary Fund (IMF). Real
Estate Development, once restricted to bigger cities, has shown marked
progress in smaller cities and towns owing to availability of easy bank
loans, higher earnings and improved standard of living.
Capitalising on these opportunities, your Company launched 5 new
projects during the financial year 2013-14 in order to cater to the
ever growing need of housing in small cities as well as big cities like
Gurgaon, Haryana, where pace of real estate development is much higher
as compared to other parts of the country, as a result of which
turnover ofyour Company went up from Rs. 435.65 Crores during the
financial year 2012-13 to Rs. 619.01 Crores in the financial year
2013-14.
Standalone Financials
Net revenue from operations for the standalone entity increased to Rs.
619.01 Crores from Rs. 435.65 crores in the previous year registering a
growth of 42%. The operating profit (EBITDA) increased by 12.42%, from
Rs. 101.25 Crores to Rs. 113.83 Crores. The profit after tax for the
current year is Rs. 39.02 Crores as against Rs. 38.01 crores for the
last year.
Consolidated Financials
The Consolidated Net Revenue from operations increased to Rs. 648.40
Crores from Rs. 463.62 Crores showing a growth of around 40%. Net
profit after minority interest for the group for the financial year
2013-14 was Rs. 43.46 Crores as against Rs. 44.04 Crores in the
previous year.
Business Review
Reflecting the trends of the overall economy, the year was not
favourable for the real estate sector.
The urban population will surge in the coming years, which, coupled
with growth in employment, education and health care, will push the
demand for residential and commercial space. Further, the urbanisation
has been rapid in the past few years, with ''upwardly-mobile'' buyers
keen to invest and reap dividends from the real estate market growth.
Increasing migration to the cities will drive this demand. Also a rise
in sales of housing property is anticipated following the recent stock
market rally and a slew of optimistic RBI rules to allow foreign banks
into the country''s protected banking ecosystem. Steady housing demand
will be a big constant for the Indian economy and the industry will
focus on meeting this demand.
However, the real estate is burdened with high costs because of which
there is little possibility of reduction in home prices in most
micro-markets. Construction cost has increased by 40% in last three
years, while government taxes and premiums have also gone up
substantially. This eliminates any scope for reduced prices, despite
the weak market. Banks'' reluctance to lend to real estate companies has
led to increased cost of borrowing, adding to the overall cost. In
fact, these factors will also result in an increase in prices in
improved market conditions. The housing industry is likely to revive at
a faster pace due to formation of a stable government by a single
political party after getting the requisite majority in the recently
concluded general elections of 2014.
The Confederation of Real Estate Developers'' Associations of India
(CREDAI) has identified demand from tier-II and tier-III cities as an
impetus for better real estate solutions. With rapid land and
infrastructure development in smaller cities and towns, assisted by
bank loans, higher earnings and improved standards of living, housing
and construction demand is likely to increase in these cities.
During the period under report, new Residential and Commercial Projects
at Gurgaon, Ajmer, Meerut and Jhansi were launched by your Company. The
company is currently developing / building various projects at Gurgaon,
Agra, Alwar, Ajmer, Meerut, Indore, Karnal, Yamunanagar, Jammu,
Zirakpur, Jhansi, Lucknow, Muzaffarnagar, Rewari, Shahpur and
Ghaziabad. The Company will be soon launching another residential
project in Gurgaon Sector 88A. Construction at almost all locations is
progressing well and possession of ready units in various projects at
Karnal, Yamunanagar, Zirakpur, Indore, Agra, Meerut, Jammu, Shahpur,
NH24 Ghaziabad and Jhansi is being handed over to customers.
Transfer to Reserves
The Company proposes to transfer a sum of Rs. 150 Crores (Previous Year
Rs. 6 Crores) to the General Reserve out of the amount available for
appropriation. An amount of Rs. 78.54 Crores is proposed to be retained
in Statement of Profit and Loss.
Dividend
Your Directors are pleased to recommend a dividend of Re. 0.80 per
Equity Share (@ 8%) on the paid up equity share capital of the Company
for the financial year ended 31st March 2014. The total payout of the
proposed dividend is Rs. 546.93 Lacs which includes Corporate Dividend
Tax of Rs. 71.84 Lacs. The dividend will be paid to Members whose names
would appear in the Register of Members as on the record date for the
purpose of dividend for the Financial Year 2013-2014. In respect of
shares held in dematerialized form, it will be paid to the members
whose names will be furnished by National Security Depository Ltd. and
Central Depository Services (India) Ltd. on behalf of beneficial
owners as on that date. A motion for confirmation of the dividend for
the year is being placed before the shareholders at the Annual General
Meeting.
Unclaimed Dividend
Transfer of Amount to Investor Education and Protection Fund
Pursuant to the provision of Section 205A(5) of the Companies Act,
1956, the relevant amount of Rs. 7,52,065.20 (Rupees Seven Lacs Fifty
Two Thousand Sixty Five and Paise Twenty only) against the Final
dividend for the Financial Year 2006-2007 which remains unpaid or
unclaimed for a period of seven years shall be transferred by the
company to the Investor Education and Protection Fund (IEPF) by 3rd
November, 2014. Shareholders are requested to please send their stale /
outdated final dividend warrants issued by the company for the
financial year 2006-2007 to the Company on or before 25th October, 2014
enabling it to issue pay orders/ demand drafts, as the case may be, to
the Shareholders from whom the requisite requests shall be received
otherwise the company would have no other option but to transfer this
amount to the IEPF by 3rd November, 2014 which is the last date for
transfer of the said amount. The letters in this respect have already
been sent by the Company to those shareholders whose final dividend
warrants for the financial year 2006-2007 are unpaid/unclaimed as per
record of the Company. No further correspondence would be entertained
after such unpaid unclaimed dividend amount is transferred to the
IEPF. Once unclaimed dividend is transferred to IEPF, no claim shall
lie further in respect thereof.
Service of Documents through Electronic Mode.
In furtherance of the Green Initiative in Corporate Governance
announced by the Ministry of Corporate Affairs, the Company had
requested the shareholders to register their email addresses with the
Registrar / Company for receiving the Report and Accounts, Notices etc.
in electronic mode.
Shareholders who have not registered their email addresses are once
again requested to register the same with the Registrar / Company. The
email request with regard to form for such registration can be sent to
ansalhousinggogreen@ linkintime.co.in.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo.
Conservation of Energy, Technology Absorption
Your Company is not engaged in any manufacturing activity; as such
particulars relating to Conservation of Energy and Technology
Absorption as per section 217(1)(e) are not applicable. However in
hospitality division, your company has appointed energy auditor and has
implemented the suggestions given by energy auditor to save energy
bills. The regular energy audit is carried out to identify the areas
where energy can be utilised in an optimal manner
Subsidiary Companies
During the Financial Year 2013-2014, the company had invested in equity
shares of two new companies i.e. M/s Shamia Automobiles Pvt. Ltd. on
28th September, 2013 and M/s Oriane Developers Pvt. Ltd. on 2nd
January, 2014 consequent upon which the said companies have become the
Wholly Owned Subsidiaries (WOS) of the Company.
The following may be read in conjunction with the Consolidated
Financial Statements enclosed with the Accounts prepared in accordance
with the Accounting Standard 21.
As on date, your Company has twenty Wholly Owned Subsidiary Companies.
In terms of the General Circular No. 2/2011 dated 8th February, 2011
read together with General Circular No. 3/2011 dated 21st February,
2011 issued by the Government of India - Ministry of Corporate Affairs
under Section 212(8) of the Companies Act, 1956 granting general
exemption to companies from attaching financial statements of
subsidiaries, subject to fulfilment of conditions stated in the
circular, copies of the Balance Sheet, Statement of Profit and Loss,
Report of the Board of Directors and Auditors Report of the subsidiary
companies for the year ended 31st March, 2014 are not required to be
attached to the Balance Sheet of the Company subject to the adherence
of the following conditions:
(i) The Board of Directors of the Company has vide resolution dated
28th May, 2014 consented for not attaching the balance sheet(s) of the
concerned subsidiaries;
(ii) The Company has presented in its Annual Report, the consolidated
financial statements of holding Company and all its subsidiaries duly
audited by its statutory auditors;
(iii) The Consolidated financial statement has been prepared in strict
compliance with applicable Accounting Standards and where applicable,
Listing Agreement as prescribed by the Securities and Exchange Board of
India;
(iv) The Company has disclosed in the consolidated balance sheet the
following information in aggregate for each subsidiary including
subsidiaries of subsidiaries :- (a) Capital (b) reserves (c) total
assets (d) total liabilities (e) details of investment (except in case
of investment in subsidiaries) (f) turnover (g) profit before taxation
(h) provision for taxation (i) profit after taxation (j) proposed
dividend, as applicable;
(v) The annual accounts and other related detailed information of the
following subsidiaries shall be made available to shareholders of the
holding company and subsidiary companies seeking such information at
any point of time:
1. M/s Housing & Construction Lanka Pvt. Ltd.
2. M/s Geo Connect Ltd.
3. M/s Maestro Promoters Pvt. Ltd.
4. M/s Wrangler Builders Pvt. Ltd.
5. M/s Anjuman Buildcon Pvt. Ltd.
6. M/s Third Eye Media Pvt. Ltd.
7. M/s A.R Infrastructure Pvt. Ltd.
8. M/s A. R Paradise Pvt. Ltd.
9. M/s Fenny Real Estate Pvt. Ltd.
10. M/s Aevee Iron & Steel Works Pvt. Ltd.
11. M/s Sunrise Facility Management Pvt. Ltd.
12. M/s Enchant Constructions Pvt. Ltd.
13. M/s Sonu Buildwell Pvt. Ltd.
14. M/s Rishu Buildtech Pvt. Ltd
15. M/s Andri Builders & Developers Pvt. Ltd.
16. M/s V.S. Infratown Pvt. Ltd.
17. M/s Identity Buildtech Pvt. Ltd.
18. M/s Cross Bridge Developers Pvt. Ltd.
19. M/s Shamia Automobile Pvt. Ltd.
20. M/s Oriane Developers Pvt. Ltd.
vi) Further, the annual accounts of the subsidiary companies shall also
be kept for inspection for any shareholder at the Head Office /
Registered office of the Company and the Company shall furnish a hard
copy of the details of accounts of subsidiary companies to any
shareholder on demand;
vii) The holding as well as subsidiary companies in question shall
regularly file such data to the various regulatory and Government
authorities as may be required by them;
viii) The Company has given Indian rupee equivalent of the figure given
in the foreign currency appearing in the accounts of the subsidiary
companies alongwith the exchange rate as on closing day of the
financial year;
As a measure of Corporate Governance, a Statement pursuant to Sections
212(3) and 212(5) of the Companies Act, 1956 containing the details of
subsidiaries of the Company, forms part of the Annual Accounts of the
Company.
Fixed Deposits
Fixed Deposits from the Public, Shareholders and Employees as on 31st
March, 2014 stood at Rs. 12109.77 Lacs as against Rs. 11040.89 lacs in
the previous year. There were unclaimed Deposits amounting to Rs.
133.22 Lacs pertaining to 291 depositors as on that date and out of
above 69 depositors having deposits aggregating to Rs. 29.31 lacs have
subsequently claimed refund of their deposits. However, the balance
amount of Rs. 103.91 Lacs still remains unclaimed. Pursuant to the
Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 governing the invitation and acceptance of deposits, the
Company has stopped accepting/ renewing the deposits with effect from
1st April, 2014 since additional requirement of obtaining rating and
insurance for deposits and creation of security etc. have been mandated
by the Companies Act, 2013 and rules thereunder, compliance whereof may
take some time. The Company plans to launch its Fixed Deposit Scheme as
soon as it completes the formalities prescribed in the Companies Act,
2013 and the rules framed thereunder.
Corporate Governance
Your Company attaches considerable significance to good Corporate
Governance as an important step towards building strong investors''
confidence, improving investor protection and maximising long-term
stakeholders value. Pursuant to clause 49 of the Listing Agreement with
the Stock Exchanges, a Compliance Report on Corporate Governance, from
the auditors on compliance of mandatory requirements has been annexed
as part of this Report.
In order to comply with the provisions of Clause 47(f) in the Listing
Agreement with the Stock Exchange(s), the Company has designated an
e-mail ID - [email protected] which is exclusively for the clarifications
/ queries / grievance redressal of the investors of the Company.
Listing Of Equity Shares
The Securities of the Company are listed and traded at BSE Limited and
National Stock Exchange of India Ltd. The Company has paid listing fee
to BSE Ltd. as well as National Stock Exchange of India Ltd. for the
Financial Year 2014-15.
Directors
All the Independent Directors of the Company were appointed as
Independent Directors, liable to retire by rotation pursuant to
erstwhile provisions of the Companies Act, 1956. With effect from 1st
April, 2014, inter-alia, provisions of Section 149 of the Companies
Act, 2013 have been brought into force and in terms of said Section
read with Section 152(6), the provisions in respect of retirement by
rotation are not applicable to Independent Directors. Moreover,
qualifications, disqualifications and duties of Directors have been
articulated in the Companies Act, 2013. Therefore, it is incumbent upon
every Company to re-appoint the Independent Directors in compliance
with the provisions of the Companies Act, 2013.
Section 149 of the Companies Act, 2013 provides that an independent
director shall hold office for a term up to 5 consecutive years on the
Board of a Company and shall not be liable to retire by rotation. In
view of these provisions, a proposal for appointment of the independent
directors for a period of 5 years is proposed to be placed before the
shareholders for their approval in the ensuing Annual General Meeting.
The brief resume and other details relating to directors, who are to be
re-appointed as stipulated under Clause 49(IV) of the Listing
Agreement, are furnished in the Corporate Governance Report forming
part of the Annual Report.
Auditors
M/s Khanna & Annadhanam, Chartered Accountants, who retire at the
conclusion of this 30th Annual General Meeting and being eligible for
reappointment, have expressed their willingness to be re-appointed as
Statutory Auditors of the Company. They have given certificate to the
effect that the reappointment, if made, would be within the limits
prescribed under Section 139 of the Companies Act, 2013. Your directors
recommend their re-appointment for the financial year 2014-15
i.e. from the conclusion of thirtieth Annual General Meeting until the
conclusion of the thirty first Annual General Meeting. Directors''
Responsibility Statement Pursuant to Section 217 (2AA) of the Companies
Act, 1956, the Directors confirm the following in respect of the
Audited Annual Accounts for the Financial Year ended 31st March, 2014:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed with no material departures;
ii) that the directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company for the Financial Year ended 31st March, 2014
and of the profit of the Company for that period;
iii) that the directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) that the accounts for the year ended 31st March, 2014 have been
prepared on a going concern basis.
Appreciation
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective
Departments and Development Authorities connected with the business of
the Company, Bankers of the Company, Housing Finance as well as other
Institutions for their co-operation and continued support;
b) The Shareholders, Depositors, Suppliers and Contractors for the
trust and confidence reposed and to the Customers for their valued
patronage;
c) The Board also takes this opportunity to express its sincere
appreciation for the efforts put in by the officers and employees at
all levels in achieving the results and hopes that they would continue
their sincere and dedicated endeavour towards attainment of better
working results during the current year.
Regd. Office :
15 UGF, Indra Prakash For and on behalf of the Board of Directors
21, Barakhamba Road,
New Delhi - 110 001
Place : New Delhi (Deepak Ansal)
Dated : 28th May, 2014 Chairman and Managing Director
Mar 31, 2012
The Directors of your Company have pleasure in presenting their 28th
Annual Report together with the Audited Statement of Accounts of the
Company for the Financial Year ended 31st March, 2012.
Financial Performance
Your Company's performance on standalone basis during the year as
compared with that during the previous year is summarised:
(Figures in Rs. Lacs)
2011-12 2010-11
1. Sales & Other Income 40,340.25 30,485.86
2. Gross Profit (Before
Interest
and Depreciation) etc. 9,056.53 8,350.51
Less :
- Interest & Finance
Charges 3,574.78 3,764.86
- Depreciation 355.69 3,930.47 264.39 4,029.25
3. Net Profit before Tax 5,126.06 4,321.26
Less :
- Provision for Tax 1,720.78 981.15
4. Net Profit After Tax
but before prior
period items 3405.28 3340.11
Less:
- Tax Provisions for
earlier year 91.37 22.96
- Prior Period Expenses 38.43 80.03
5. Net Profit after tax
and prior period items 3,275.48 3,237.12
Add :
Surplus Profit Brought
forward for Previous
Year 14,468.68 12,017.41
Balance available for
appropriation 17,744.16 15,254.53
6. Appropriations:
Proposed Dividend @ 10% 200.41 154.97
(Previous Year @ 8%)
Dividend Tax thereon 32.51 30.88
Transfer to General
Reserve 600.00 600.00
Transfer to Capital
Redemption Reserve 17.83 -
Dividend/Dividend Tax
for earlier Years 3.55 854.30 - 785.85
7. Surplus Profit Carried
over to Balance Sheet 16,889.86 14,468.68
Performance Review
Global economic uncertainties have affected India's economy including
the Real Estate Sector. Macro-economic indicators are not healthy.
Fiscal Deficit and interest rates are high and the rupee has been
depreciating continuously. All this does not go well for any industry
especially the Real Estate Sector. Real Estate Developers are reeling
under high debt and the situation is likely to continue in 2012.
Builders and Realtors face the problems with regard to availability of
land, long drawn project approval procedures and licensing, abnormal
Central and State Taxes, high cost of credit and lack of proactive
state policies.
The real estate sector has contributed only 5% of India's Overall GDP
this year as compared to a contribution of 10.6% in Financial Year
2010-201 1 with the lack of cheap credit and increased debts servicing
levels and with the declining rate of foreign direct investment in the
real estate sector.
The world economy is passing through a very difficult phase and is
expected to grow by 3.5% in 2012.The advanced economies remain
worrisome because of sovereign debt crisis in the Euro zone, focus on
fiscal consolidation and continued bank deleveraging. The key economies
of developing world viz. China, India, Brazil and Russia are expected
to record lower rate of growth.
Standalone Financials
The Financial Statements of your Company for the year ended 31st March,
2012 have been prepared in accordance with the Revised Schedule VI
which has been made applicable by the Ministry of Corporate Affairs
w.e.f. 1st April, 2011. The previous year's figures have been
reclassified / regrouped to confirm to this year classification.
Net revenue from Operations for the standalone entity increased to Rs.
403.40 Crores from Rs. 304.86 Crores in the previous year - a growth of
32.32%. The operating Profit (EBITDA) increased by 8.46%, from Rs. 83.50
Crores to Rs. 90.56 Crores.The profit after tax for the current year is Rs.
32.75 Crores as against Rs. 32.37 Crores - a growth of 1.17%.
Consolidated Financials
The Consolidated Net Revenue from operations increased to Rs. 426.88
Crores from Rs. 348.54 Crores - growth of 22.48%.
Net profit after minority interest for the group for the current year
is Rs. 35.89 Crores as against Rs. 29.17 Crores in the previous year - a
growth of 23.05%.
Business Review
During the period under review the net revenues increased by 32.32% to
Rs. 403.40 crores and net profit before tax increased by 18.62% to Rs.
51.26 crores. During the period new Residential Projects at Gurgaon,
Meerut, Indore and Yamunanagar were launched. The Company also launched
new commercial projects at Karnal and Yamunanagar. The company is
currently developing / building various projects at Gurgaon, Agra,
Alwar, Meerut, Indore, Karnal, Yamunanagar, Jammu, Zirakpur, Jhansi,
Lucknow, Muzaffarnagar, Rewari, Shahpur, Ghaziabad and will soon be
adding some more projects at new locations. The Company has already
started giving possession of ready units in Zirakpur, Indore, Agra,
Meerut, Jammu and Shahpur. The Real Estate Industry will continue to
remain backbone of the economy and easy flow of funds and moderation in
interest rates will help the sector grow further.
Transfer to Reserves
The Company proposes to transfer a sum of Rs. 600 Lacs (Previous Year Rs.
600 Lacs) to the General Reserve out of the amount available for
appropriation. An amount of Rs. 16889.86 lacs is proposed to be retained
in Profit and Loss Account.
Buy-Back of Equity Shares
Your Directors in their meeting held on 2nd December, 2011 had decided
to Buy-back fully paid equity shares of Rs. 10/- each of the company for
an amount not exceeding Rs. 11,25,00,000/- (Rupees
Eleven Crores Twenty Five Lacs only) being within 10% of the paid-up
capital and the free reserves as on 31st March, 2011 at a price not
exceeding Rs. 45/- (Forty Five only) per equity share in accordance with
the provisions of section 77A, 77AA & 77B of the Companies Act, 1956
and in compliance with the Securities and Exchange Board of
India(Buy-back of Securities) Regulation 1998. The Company has bought
back 1,78,272 equity shares upto 31st March, 2012 at a total investment
of Rs. 75.80 lacs. The Company has extinguished 1,16,848 equity shares
of the company as on 31.03.2012 under the above Buy-back Scheme.
Consequent to buy-back, the paid-up share capital of the Company has
been reduced to Rs. 20,25,39,960/- as on 31st March, 2012.
Dividend
Your Directors are pleased to recommend a dividend of Rs. 1.00 per Equity
Share (@10%) on the paid up equity share capital of the Company for the
financial year ended 31st March 2012. The total payout of the proposed
dividend is Rs. 232.92 Lacs which includes Corporate Dividend Tax of Rs.
32.51 Lacs. The dividend will be paid to Members whose names appear in
the Register of Members as on the record date for the purpose of
dividend for the Financial Year 2011-2012. In respect of shares held in
dematerialized form, it will be paid to the members whose names are
furnished by National Security Depository Ltd. and Central Depository
Services (India) Ltd. on behalf of owners as on that date. A motion for
confirmation of the dividend for the year is being placed before the
shareholders at the ensuing Annual General Meeting.
Unclaimed Dividend
Transfer of Amount to Investor Education and Protection Fund
Pursuant to the provision of section 205A (5) of the Companies Act,
1956, the relevant amount of Rs. 4,36,943.50 (Rupees Four Lacs Thirty Six
Thousand Nine Hundred Forty Three and paise Fifty only) against the
interim dividend for the Financial Year 2004-2005 which remain unpaid
or unclaimed for a period of seven years have been transferred by the
company to the Investor Education and Protection Fund on 16.05.2012.
Shareholders are also requested to please send their stale / outdated
final dividend warrants issued by the company on 26th October, 2005 for
the financial year 2004-2005 to the Company for issuing pay orders /
demand drafts as the case may be to the Shareholders from whom the
requisite request are received otherwise the company would have no
other option but to transfer this amount also to the Investor Education
and Protection Fund by 01.12.2012 which is the last date for transfer
of this amount. The letters in this respect have already sent to the
respective shareholders whose final dividend warrants are unpaid /
unclaimed for the financial year 2004- 2005 as per record of the
Company. No further correspondence would be entertained after such
unpaidunclaimed dividend amount are transferred to the Investor
Education Protection Fund. Once unclaimed dividend is transferred to
IEPF, no claim shall lie in respect thereof.
Service of documents through electronic mode
In furtherance of the Green Initiative in Corporate Governance
announced last year by the Ministry of Corporate Affairs, the Company
had requested the shareholders to register their email addresses with
the Registrar / Company for receiving the Report and Accounts, Notices
etc. in electronic mode. Shareholders who have not registered their
email addresses are once again requested to register the same with the
Registrar / Company. The email request with regard to form for such
registration can be sent to ansalhousinggogreen@ linkintime.co.in.
Particulars of Employees
In accordance with Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 2011, a Statement of
particulars of Employees) forming a part of this Report is annexed
herewith under Annexure.
Change In Capital Structure Issue and allotment of Equity Shares during
the Financial Year 2011-2012 The Company had issued and allotted
12,00,000 convertible warrants on 30th October, 2010 at Rs. 70/- per
warrant to the promoters of the Company on Preferential basis. Out of
the aforesaid warrants, the company has allotted 10,00,000 equity
shares having face value of Rs. 10/- each at a premium of Rs. 60/- per
equity share on 8th August, 2011 to the Promoters of the Company on
conversion of equal number of warrants on receipt of balance amount
payable on these warrants.
The Company has cancelled 2,00,000 outstanding convertible warrants on
11th January, 2012 out of 12,00,000 convertible warrants issued to the
Promoters of the Company on 30th October, 2010 70/- per warrant and has
intimated the same to BSE and NSE vide its letter no. SECY/S-16/2012
dated 11th January, 2012. The aforesaid was done as promoters had
intimated the company for non- subscription of outstanding warrants.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo
Conservation of Energy, Technology Absorption
Your Company is not engaged in any manufacturing activity; as such
particulars relating to Conservation of Energy and Technology
Absorption as per section 217(1)(e) are not applicable. However in
hospitality division, your company has appointed energy auditor and has
implemented the suggestions given by energy auditor to save energy
bills. The regular energy audit is carried out to identify the areas
where energy can be utilised in an optimal manner.
Foreign Exchange Earnings and Outgo
a) Activities Relating As the company to exports operates into
b) Initiatives taken to Real Estate & increase exports Restaurants
c) Development of segment, the new export markets company is not for
products and involved in any services activity relating
d) Export plans J to export. Particulars of Foreign Exchange Earnings
and Outgo -
a) Foreign Exchange Earnings - through Credit Cards as per
bank certificates/advices Rs. 95.85 Lacs
b) Foreign Exchange Outgo
- Value of Import calculated on CIF basis in respect of
Project Material. Rs. 12.53 Lacs
- Travel Expenses Rs. 39.25 Lacs
- Property Exhibition Rs. 22.04 Lacs
Subsidiary Companies
The following may be read in conjunction with the Consolidated
Financial Statements enclosed with the Accounts prepared in accordance
with the Accounting Standard 21.
As on date your Company has fourteen wholly owned Subsidiary Companies.
In terms of the General Circular No. 2/2011 dated 8th February, 2011
read together with General Circular No. 3/2011 dated 21st February,
2011 issued by the Government of India - Ministry of Corporate Affairs
under Section 212(8) of the Companies Act, 1956 granting general
exemption to companies from attaching financial statements of
subsidiaries, subject to fulfilment of conditions stated in the
circular, copies of the Balance Sheet, Profit and Loss Account, Report
of the Board of Directors and Auditors Report of the subsidiary
companies for the year ended 31st March, 2012 are not attached to the
Balance Sheet of the Company as the Company has/shall fulfill the
following conditions:
(i) The Board of Directors of the Company has vide resolution dated
26th May, 2012 consented for not attaching the balance sheet(s) of the
concerned subsidiary(ies);
(ii) The Company has presented in its Annual Report, the consolidated
financial statements of holding Company and all of its subsidiaries
duly audited by its statutory auditors;
(iii) The Consolidated financial statement has been prepared in strict
compliance with applicable Accounting Standards and where applicable,
Listing Agreement as prescribed by the Securities and Exchange Board of
India;
(iv) The Company has disclosed in the consolidated balance sheet the
following information in aggregate for each subsidiary including
subsidiaries of subsidiaries :- (a) Capital (b) reserves (c) total
assets (d) total liabilities (e) details of investment (except in case
of investment in subsidiaries) (f) turnover (g) profit before taxation
(h) provision for taxation (i) profit after taxation (j) proposed
dividend, as applicable;
(v) The annual accounts and other related detailed information of the
following subsidiaries shall be made available to shareholders of the
holding company and subsidiary companies seeking such information at
any point of time;
1. M/s Housing & Construction Lanka Pvt. Ltd.
2. Geo Connect Ltd.
3. Maestro Promoters Pvt. Ltd.
4. Wrangler Builders Pvt. Ltd.
5. Anjuman Buildcon Pvt. Ltd.
6. Third Eye Media Pvt. Ltd.
7. A.R Infrastructure Pvt. Ltd.
8. A. R Paradise Pvt. Ltd.
9. Fenny Real Estate Pvt. Ltd.
10. Aevee Iron & Steel Works Pvt. Ltd.
11. Sunrise Facility Management Pvt. Ltd.
12. Enchant Constructions Pvt. Ltd.
13. Sonu Buildwell Pvt. Ltd.
14. Rishu Buildtech Pvt. Ltd
vi) Further, the annual accounts of the subsidiary companies shall also
be kept for inspection by any shareholder at the head office /
registered office of the Company and of the subsidiary companies
concerned and the Company shall furnish a hard copy of the details of
accounts of subsidiaries to any shareholder on demand;
vii) The holding as well as subsidiary companies in question shall
regularly file such data to the various regulatory and Government
authorities as may be required by them.
viii) The Company has given Indian rupee equivalent of the figure given
in the foreign currency appearing in the accounts of the subsidiary
companies alongwith the exchange rate as on closing day of the
financial year;
As a measure of Corporate Governance, a Statement pursuant to Sections
212(3) and 212(5) of the Companies Act, 1956 containing the details of
subsidiaries of the Company, forms part of the Annual Accounts of the
Company.
Fixed Deposits
Fixed Deposits from the Public, Shareholders and Employees as on 31st
March, 2012 stood at Rs. 9746.49 Lacs as against Rs. 8768.98 lacs in the
previous year. There were unclaimed Deposits amounting to Rs. 144.53 Lacs
pertaining to 280 depositors as on that date and out of above 113
depositors having deposits aggregating to Rs. 61.75 lacs have
subsequently claimed refund or renewed their deposits. However, the
balance amount of Rs. 82.78 Lacs still remains unclaimed.
Corporate Governance
Your Company attaches considerable significance to good Corporate
Governance as an important step towards building strong investors'
confidence, improving investor protection and maximising long-term
shareholder value. Pursuant to clause 49 of the Listing Agreement with
the Stock Exchanges, a Compliance Report on Corporate Governance, from
the auditors on compliance of mandatory requirements have been annexed
as part of this Report.
In order to comply with the provisions of newly inserted Clause 47(f)
in the Listing Agreement with the Stock Exchange(s), the Company has
designated an e-mail ID - [email protected] which is exclusively for the
clarifications / queries / grievance redressal of the investors of the
Company.
Listing of Equity Shares
The Securities of the Company are listed and traded at Bombay Stock
Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE).
The Company has paid listing fee to Bombay Stock Exchange Ltd. as well
as National Stock Exchange of India Ltd. for the Financial Year
2012-13.
Directors
In accordance with the relevant provisions of Sections 255 & 256 of the
Companies Act, 1956 and Article 104 of the Company's Articles of
Association, Shri S.L. Chopra and Shri Pradeep Anand are liable to
retire by rotation at the ensuing Annual General Meeting and, being
eligible, offer themselves for re-appointment. The brief resume and
other details relating to directors, who are to be re-appointed as
stipulated under Clause 49(IV) of the Listing Agreement, are furnished
in the Corporate Governance Report forming part of the Annual Report.
The Board of Directors of the Company at its meeting held on 8th
August, 2012 has, subject to the approval of Members, re- appointed
Shri Deepak Ansal as Chairman & Managing Director for a further period
of 5 (five) years from the expiry of his present term, which will
expire on 31st March, 2013.
It is proposed to seek members' approval for the re-appointment of and
remuneration payable to Shri Deepak Ansal as Chairman & Managing
Director in terms of the applicable provisions of the Companies Act,
1956.
Auditor's Report
a) According to the information and explanations given to us and
records of the Company examined by us, in our opinion, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues relating to provident fund, investor education and
protection fund, employees state insurance, income- tax, sales tax,
wealth tax, service tax, custom duty, excise duty, cess and other
statutory dues, wherever applicable. However, in some cases there were
delays in deposit of service tax on construction services and sales tax
during the year. No undisputed amounts payable in respect of these dues
were outstanding at the year end for a period of more than six months
from the date they became payable.
b) According to the records of the Company examined by us and the
information and explanations given to us, in a few cases during the
year there have been delays in repayment of dues to banks amounting to
Rs. 515.69 lacs ranging from 1 day to 22 days. The delays pertain to
repayments due upto September 2011 which have been regularized by the
Company by October, 2011. Except for above, the Company has not
defaulted in the repayment of dues to banks and financial institutions
covered by the Order during the year.
Auditors
M/s Khanna & Annadhanam, Chartered Accountants, who retire at the
conclusion of this 28th Annual General Meeting and being eligible for
reappointment, have expressed their willingness to be re-appointed as
Statutory Auditors of the Company. They have given certificate to the
effect that the appointment, if made, would be within the limit
prescribed under section 224 (1B) of the Companies Act, 1956. Your
directors recommend their appointment for another one year.
Directors' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm the following in respect of the Audited Annual Accounts for the
Financial Year ended 31st March, 2012:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed with no material departures;
ii) that the directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company for the Financial Year ended 31st March, 2012
and of the profit of the Company for that period;
iii) that the directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) that the accounts for the year ended 31st March, 2012 have been
prepared on a going concern basis.
Appreciation
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective
Departments and Development Authorities connected with the business of
the Company, Bankers of the Company, Housing Finance as well as other
Institutions for their co-operation and continued support.
b) The Shareholders, Depositors, Suppliers and Contractors for the
trust and confidence reposed and to the Customers for their valued
patronage.
c) The Board also takes this opportunity to express its sincere
appreciation for the efforts put in by the officers and employees at
all levels in achieving the results and hopes that they would continue
their sincere and dedicated endeavour towards attainment of better
working results during the current year.
Regd. Office :
15 UGF, Indra Prakash For and on behalf of the Board of Directors
21, Barakhamba Road,
New Delhi - 110 001
Place : New Delhi (Deepak Ansal)
Dated : 08th August, 2012 Chairman and Managing Director
Mar 31, 2011
Dear Shareholder,
The Directors of your Company have pleasure in presenting their 27th
Annual Report together with the Audited Statement of Accounts of the
Company for the Financial Year ended 31st March, 2011.
Financial Performance
Your Company's performance on standalone basis during the year as
compared with that during the previous year is summarised:
(Figures in Rs. Lacs)
2010-11 2009-10
1. Sales & Other Income 30,485.86 20,924.92
2. Gross Profit (Before Interest 8,350.51 5,590.82
and Depreciation) etc.
Less :
- Interest & Finance 3,764.86 2,736.39
Charges
- Depreciation 264.39 4,029.25 223.65 2,960.04
3. Net Profit before Tax 4,321.26 2,630.78
Less :
- Provision for Tax 981.15 671.98
4. Net Profit After Tax but 3,340.11 1,958.80
before prior period items
Less:
- Tax Provisions for earlier year 22.96 (279.37)
- Prior Period Expenses 80.03 16.98
5. Net Profit after tax and 3,237.12 2,221.17
prior period items
Add :
Surplus Profit Brought forward 12,017.41 10,469.10
for Previous Year
Balance available for 15,254.53 12,690.27
appropriation
6. Appropriations:
Proposed Dividend @ 8% 154.97 147.76
(Previous Year @ 8%)
Dividend Tax thereon 30.89 25.11
Transfer to General 600.00 785.86 500.00 672.87
Reserve
7. Surplus Profit Carried 14,468.67 12,017.40
over to Balance Sheet
General Reserve
The Company proposes to transfer a sum of Rs. 600 Lacs (Previous Year
Rs. 500 Lacs) to the General Reserve out of the amount available for
appropriation. An amount of Rs. 14468.67 lacs is proposed to be
retained in Profit and Loss Account.
Dividend
Your Directors are pleased to recommend a dividend of Rs. 0.80 per
Equity Share (8%) on the paid up equity share capital of the Company
for the financial year ended 31st March 2011. The total payout of the
proposed dividend is Rs.185.86 Lacs, which includes Corporate Dividend
Tax of Rs. 30.89 Lacs. A motion for confirmation of the dividend for
the year is being placed before the shareholders at the Annual General
Meeting.
Performance Review
India's GDP registered an increase of 8.5 percent in the year
2010-2011. The slight dip in expected growth rate of 8.6 percent can be
attributed to weaker performance in sectors such as mining and
quarrying, manufacturing, trade, hotels, transport and communication
and real estate and business services than anticipated earlier.
After two years of consolidation, Real Estate in India is poised at the
right threshold to take a giant leap in years to come. The experience
gained by the real estate sector during slow-down is invaluable and
will serve real estate strategists for years to come.
Caution and diligence would be the keywords for the industry in the
medium term. Emerging opportunities should be targeted with an
unmatched fervour of potential and pragmatism. Winners would be those
who balance caution with diligence evaluating all potential
opportunities with pragmatism. The Company has consistently been
following business approach keeping in view the above strategies.
The Company has achieved an all time high turnover of Rs. 30485.86 Lacs
for the Financial Year 2010-2011 as against Rs. 20924.92 Lacs in the
previous year and net profit (post tax) for the year 2010- 2011 stood
at Rs. 3340.11 Lacs as against Rs. 1958.79 Lacs in the year 2009-2010.
The Earning per Share (EPS) has gone up from Rs. 12.63 to Rs. 17.21
registering a y-o-y rise of 36.26%.
Business
During the period under review there was very good improvement in the
business enabling the company in achieving a healthy growth of 46% in
net revenues and around 70% in net profits. During the period new
Residential projects at Gurgaon, Meerut, Agra, Indore and Yamunanagar
were launched. The Company also launched new Commercial Projects at
Meerut and Indore. Presently various projects of the Company are under
different stages of Construction / execution at Agra, Alwar, Indore,
Jhansi, Jammu, Karnal, Lucknow, Meerut, Muzaffarnagar, NH-24 Ghaziabad,
Rewari, Shahpur, Yamunanagar and Zirakpur. The Company has made a
comeback in NCR market by launching two residential and one commercial
project in the lucrative market of Gurgaon. The activities like fast
Developmental work on roads and Metro rail in and around Gurgaon and
proposed linking of Meerut with Delhi by Hi-speed train are expected to
further improve the real estate business in Gurgaon and Meerut enabling
your company to achieve substantial growth in revenues and profits in
subsequent periods.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo.
Conservation of Energy, Technology Absorption
Your Company is not engaged in any manufacturing activity; as such
particulars relating to Conservation of Energy and Technology
Absorption as per section 217(1)(e) are not applicable. However in
hospitality division, your company has appointed energy auditor and has
implemented the suggestions given by energy auditor to save energy
bills. The regular energy audit is carried out to identify the areas
where energy can be utilised in an optimal manner.
Foreign Exchange Earnings and Outgo
a) Activities Relating As the company operates into
to exports
b) Initiatives taken to Real Estate & Restaurants
increase exports
c) Development of segment, the Company
new export markets is not involved in any
for products and activity relating
Services to export
d) Export plans to export.
Particulars of Foreign Exchange Earnings and Outgo -
a) Foreign Exchange
Earnings - through
Credit Cards as per
bank certificates/advices Rs. 37.25 Lacs
b) Foreign Exchange Outgo
- Value of Import calculated
on CIF basis in respect of
Project Material. Rs. 42.65 Lacs
- Travel Expenses Rs. 56.45 Lacs
- Property Exhibition Rs. 15.40 Lacs
Subsidiary Companies
As on date your Company has fourteen wholly owned Subsidiary Companies.
In terms of the General Circular No. 2/2011 dated 8th February, 2011
read together with General Circular No. 3/2011 dated 21st February,
2011 issued by the Government of India - Ministry of Corporate Affairs
under Section 212(8) of the Companies Act, 1956 granting general
exemption to companies from attaching financial statements of
subsidiaries, subject to fulfilment of conditions stated in the
circular, copies of the Balance Sheet, Profit and Loss Account, Report
of the Board of Directors and Auditors Report of the subsidiary
companies for the year ended 31st March, 2011 are not attached to the
Balance Sheet of the Company as the Company has/shall fulfil the
following conditions:
(i) The Board of Directors of the Company has vide resolution dated
26th April, 2011 consented for not attaching the balance sheet(s) of
the concerned subsidiary(ies);
(i) The Board of Directors of the Company has vide resolution dated
26th April, 2011 consented for not attaching the balance sheet(s) of
the concerned subsidiary(ies);
(ii) The Company has presented in its Annual Report, the consolidated
financial statements of holding Company and all of its subsidiaries
duly audited by its statutory auditors;
(iii) The Consolidated financial statement has been prepared in strict
compliance with applicable Accounting Standards and where applicable,
Listing Agreement as prescribed by the Securities and Exchange Board of
India;
(iv) The Company has disclosed in the consolidated balance sheet the
following information in aggregate for each subsidiary including
subsidiaries of subsidiaries :- (a) Capital (b) reserves (c) total
assets (d) total liabilities (e) details of investment (except in case
of investment in subsidiaries) (f) turnover (g) profit before taxation
(h) provision for taxation (i) profit after taxation (j) proposed
dividend, as applicable;
(v) The annual accounts and other related detailed information of the
following subsidiaries shall be made available to shareholders of the
holding company and subsidiary companies seeking such information at
any point of time;
1. Housing & Construction Lanka Pvt. Ltd.
2. Geo Connect Ltd.
3. Maestro Promoters Pvt. Ltd.
4. Wrangler Builders Pvt. Ltd.
5. Anjuman Buildcon Pvt. Ltd.
6. Third Eye Media Pvt. Ltd.
7. A.R Infrastructure Pvt. Ltd.
8. A. R Paradise Pvt. Ltd.
9. Fenny Real Estate Pvt. Ltd.
10. Aevee Iron & Steel Works Pvt. Ltd.
11. Sunrise Facility Management Pvt. Ltd.
12. Enchant Constructions Pvt. Ltd.
13. Sonu Buildwell Pvt. Ltd.
14. Rishu Build tech Pvt. Ltd
(vi) Further, the annual accounts of the subsidiary companies shall
also be kept for inspection by any shareholder at the head office /
registered office of the Company and of the subsidiary companies
concerned and the Company shall furnish a hard copy of the details of
accounts of subsidiaries to any shareholder on demand;
(vii) The holding as well as subsidiary companies in question shall
regularly file such data to the various regulatory and Government
authorities as may be required by them. (viii) The Company has given
Indian rupee equivalent of the figure given in the foreign currency
appearing in the accounts of the subsidiary companies alongwith the
exchange rate as on closing day of the financial year;
As a measure of Corporate Governance, a Statement pursuant to Sections
212(3) and 212(5) of the Companies Act, 1956 containing the details of
subsidiaries of the Company, forms part of the Annual Accounts of the
Company.
Fixed Deposits
Fixed Deposits from the Public, Shareholders and Employees as on 31st
March, 2011 stood at Rs. 8768.98 Lacs as against Rs. 7918.03 lacs in
the previous year. There were unclaimed Deposits amounting to Rs.
142.67 Lacs pertaining to 347 depositors as on that date and out of
above 148 depositors having deposits aggregating to Rs. 55.94 lacs have
subsequently claimed refund or renewed their deposits. However, the
balance amount of Rs. 86.73 Lacs still remains unclaimed
Corporate Governance
Your Company attaches considerable
significance to good Corporate Governance as an important step towards
building strong investors confidence, improving investor protection and
maximising long-term shareholder value. Pursuant to clause 49 of the
Listing Agreement with the Stock Exchanges, a Compliance Report on
Corporate Governance, from the auditors on compliance of mandatory
requirements have been annexed as part of this Report.
In order to comply with the provisions of newly inserted Clause 47(f)
in the Listing Agreement with the Stock Exchange(s), the Company has
designated an e-mail ID - [email protected] which is exclusively for the
clarifications / queries / grievance redressal of the investors of the
Company.
Implementation of go green Revolution
The Ministry of Corporate Affairs has taken a ÃGreen Initiative in the
Corporate Governanceà by allowing paperless Compliance by the Companies
and has issued circulars stating that service of notice/ documents
including Annual Report can be sent by e-mail to its members. To
support this green initiative of the Government in full measure,
members who have not registered their e-mail addresses, so far are
requested to register their e-mail address in respect of electronic
holdings with the Depository through their concerned Depository
Participants. Our company has also sent online letter on 20th May,
2011 through Registrar and Transfer Agent M/s Link Intime India Pvt.
Ltd. to all the shareholders whose e-mail Ids are available with the
RTA for giving confirmation for registration of online communication
through email. Members who hold shares in physical form are requested
to register their email ID with M/s Link Intime India Pvt. Ltd., the
Registrar and Transfer Agent of the Company at its mail id
[email protected].
Listing of Equity Shares
The Securities of the Company are listed and traded at Bombay Stock
Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE).
The Company has paid listing fees to Bombay Stock Exchange Ltd. as
well as National Stock Exchange of India Ltd. for the Financial Year
2011-12.
Directors
In accordance with the relevant provisions of Sections 255 & 256 of the
Companies Act, 1956 and Article 104 of the Company's Articles of
Association, Shri S.L. Kapur and Shri Ashok Khanna are liable to retire
by rotation at the ensuing Annual General Meeting and, being eligible,
offer themselves for re-appointment. The brief resume and other details
relating to directors, who are to be re-appointed as stipulated under
Clause 49(IV) of the Listing Agreement, are furnished in the Corporate
Governance Report forming part of the Annual Report.
Directors' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm the following in respect of the Audited Annual Accounts for the
Financial Year ended 31st March, 2011:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed with no material departures;
ii) that the directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company for the Financial Year ended 31st March, 2011
and of the profit of the Company for that period;
iii) that the directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) that the accounts for the year ended 31st March, 2011 have been
prepared on a going concern basis.
Auditor's Report
With regard to observation of the Auditor for advances of Rs. 751.02
lacs to certain parties / collaborators for purchase of land parcels in
the absence of underline contract / agreement, Directors state that the
Company is in process of finalizing the deals for purchase of land and
the agreements will be signed shortly. Management is confident that
these advances are good and recoverable. The position has also been
explained in the Note No. 5 of Schedule - 15 of the Financial Statement
contained in Annual Report for the Financial Year 2010-2011.
Auditors
M/s Khanna & Annadhanam, Chartered Accountants, who retire at the
conclusion of this 27th Annual General Meeting and being eligible for
reappointment, have expressed their willingness to be re-appointed as
Statutory Auditors of the Company. They have given certificate to the
effect that the appointment, if made, would be within the limit
prescribed under section 224 (1B) of the Companies Act, 1956. Your
directors recommend their appointment for another one year.
Appreciation
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective
Departments and Development Authorities connected with the business of
the Company, Bankers of the Company, Housing Finance as well as other
Institutions for their co-operation and continued support.
b) The Shareholders, Depositors, Suppliers and Contractors for the
trust and confidence reposed and to the Customers for their valued
patronage.
c) The Board also takes this opportunity to express its sincere
appreciation for the efforts put in by the officers and employees at
all levels in achieving the results and hopes that they would continue
their sincere and dedicated endeavour towards attainment of better
working results during the current year.
For and on behalf of the Board of Directors
(Deepak Ansal)
Chairman and Managing Director
Regd. Office :
15 UGF, Indra Prakash
21, Barakhamba Road,
New Delhi - 110 001
Place : New Delhi
Dated : 30th May, 2011
Mar 31, 2010
The Directors of your Company have pleasure in presenting their 26th
Annual Report together with the Audited Statement of Accounts of the
Company for the Financial Year ended 31st March, 2010.
Financial Performance
Your CompanyÃs performance on standalone basis during the year as
compared with that during the previous year is summarised:
(Figures in Rs. Lacs)
2009-10 2008-09
1. Sales & Other Income 20,924.92 20,997.74
2. Gross Proft
(Before Interest and
Depreciation) etc. 5,590.82 4,862.25
Less :
- Interest & Finance
Charges 2,736.39 2,477.36
- Depreciation 223.65 2,960.04 191.01 2,668.37
3. Net Proft before Tax 2,630.78 2,193.88
Less :
- Provision for Tax 671.98 608.69
4. Net Proft After Tax
but before prior period
items 1,958.80 1,585.18
Less:
- Tax Provisions for
earlier year (279.37) (35.94)
- Prior Period Expenses 16.98 18.10
5. Net Proft after tax
and prior period items 2,221.17 1,603.02
Add :
Surplus Proft Brought
forward for Previous
Year 10,469.10 9,468.87
Balance available for
appropriation 12,690.27 11,071.89
6. Appropriations:
Proposed Dividend @ 8% 147.76 87.85
(Previous Year @ 5%)
Dividend Tax thereon 25.11 14.93
Transfer to General
Reserve 500.00 672.87 500.00 602.78
7. Surplus Proft
Carried over to
Balance Sheet 12,017.40 10,469.10
General Reserve
The Company proposes to transfer a sum of Rs. 500 Lacs (Previous Year Rs.
500 Lacs) to the General Reserve out of the amount available for
appropriation. An amount of Rs. 12017.40 lacs is proposed to be retained
in Proft and Loss Account.
Dividend
In vew of the improved proftability, your Directors are pleased to
recommend a dividend of Rs. 0.80 per Equity Share (8%) on the paid up
equity share capital of the Company for the financial year ended 31st
March 2010. The total payout of the proposed dividend is Rs. 172.88 Lacs,
which includes Corporate Dividend Tax of Rs. 25.11 lacs. A motion for
confrmation of the dividend for the year is being placed before the
shareholders at the Annual General Meeting.
Performance Review
The F.Y 2009-10 represents the period of recovery for the whole economy
in general and realty sector in particular from the crisis that have
occurred in previous fnancial year. During this recovery period our
Company has achieved close to normal level of business. Turnover for
the Year was Rs. 20,924.92 Lacs as against Rs. 20,997.73 lacs in the
previous year. The Net Proft (Post Tax) for the year 2009-10 stood at Rs.
1,958.79 Lacs as against Rs. 1585.18 Lacs in the year 2008-09 recording
an increase of 23.56%. The Earning Per Share (EPS) has
gone up from Rs.9.12 toRs. 12.63, registering a y-oy 38.48% rise.
Business
During the frst half of the period under review, real estate market in
Tier-II and Tier-III cities remained subdued but there was very good
improvement in the later half enabling the Company to maintain the
revenue levels. During the period, the development and construction
work in new Residential Projects at Shahpur, Meerut, Jhansi, Yamuna
Nagar and Agra were initiated besides already ongoing projects. Present
locations where CompanyÃs projects are going on include Agra, Al war,
Indore, Jhansi, Jammu, Karnal, Lucknow, Meerut, Muzafarnagar, NH-24
Ghaziabad, Rewari, Shahpur, Yamuna Nagar and Zirakpur. The Sanctions
for Amritsar, Parwanoo and Ajmer are expected soon and hopefully these
projects will be operational in year 2010-2011.
During the period Commercial project in Agra was launched and soon the
Company plans to start new commercial projects in Indore, Meerut and
Karnal.
Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo.
Conservation of Energy, Technology Absorption
Your Company is not engaged in any manufacturing activity; as such
particulars relating to Conservation of Energy and Technology
Absorption as per section 217(1)(e) are not applicable. Your company
undertakes energy audit and implements the suggestions given by the
team to save energy bills. The regular energy audit is carried out to
identify the areas where energy can be utilised in an optimal manner.
Foreign Exchange Earnings and Outgo
a) Activities Relating As the company
to exports operates into
b) Initiatives taken to Real Estate &
increase exports Restaurants
c) Development of segment, the
new export markets company is not
for products and involved in any
services activity relating
d) Export plans to export.
Particulars of Foreign Exchange Earnings and Outgo -
a) Foreign Exchange Earnings - through Credit Cards as per
bank certifcates/advices Rs. 30.76 Lacs
b) Foreign Exchange Outgo
- Value of Import calculated on CIF basis in respect of
Project Material. Rs. 43.39 Lacs
- Travel Expenses Rs. 41.57 Lacs
- Professional Fee Nil
- Property Exhibition Rs. 4.45 Lacs
Subsidiary Companies
During the Financial Year 2009-10, the Company has invested in the
Equity Shares of two new Companies M/s Sonu Buildwell Pvt. Ltd. and M/s
Rishu Buildtech Pvt. Ltd. consequent upon which the said companies have
become the Wholly Owned Subsidiaries (WOS) of the Company on
28.01.2010.
As on date your Company has fourteen wholly owned Subsidiary Companies.
The Company has applied to the Central Government u/s 212(8) of the
Companies Act, 1956 for obtaining exemption for not attaching the
Balance Sheet of Subsidiary Companies alongwith the Balance Sheet of
the Company and the same is awaited. These documents/other related
detailed information will be available upon request by any member of
the Company / its subsidiaries. The annual accounts of the Subsidiary
Companies will also be kept open for inspection by any shareholder of
the Company at its head ofce and that of the subsidiary Companies
concerned. Pursuant to Accounting Standard AS- 21 issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements include the fnancial information of its subsidiaries and
joint venture.
Fixed Deposits
Fixed Deposits from the Public, Shareholders and Employees as on 31st
March, 2010 stood at Rs. 7918.03 Lacs as against Rs. 3829.15 lacs in
the previous year. There were unclaimed Deposits amounting to Rs. 76.90
Lacs pertaining to 239 depositors as on that date and out of above 69
depositors having deposits aggregating to Rs. 21.47 lacs have
subsequently claimed refund or renewed their deposits. However, the
balance amount of Rs. 55.43 Lacs still remains unclaimed.
Corporate Governance
Your Company attaches considerable signifcance to good Corporate
Governance as an important step towards building strong investor
confidence, improving investor protection and maximising long-term
shareholder value. Pursuant to clause 49 of the Listing Agreement with
the Stock Exchanges, a Compliance Report on Corporate Governance, from
the auditors on compliance of mandatory requirements have been annexed
as part of this Report.
In order to comply with the provisions of newly inserted Clause 47(f)
in the Listing Agreement with the Stock Exchange(s), the Company has
designated an e-mail ID Ã [email protected] which is exclusively for the
clarifcations / queries / grievance redressal of the investors of the
Company.
Listing Of Equity Shares
The Securities of the Company are listed and traded at Bombay Stock
Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE).
The Company has paid listing fees to Bombay Stock Exchange Ltd. as
well as National Stock Exchange of India Ltd. for the Financial Year
2010-11.
Directors
In accordance with the relevant provisions of Sections 255 & 256 of the
Companies Act, 1956 and Article 104 of the CompanyÃs Articles of
Association, Shri S.L. Chopra and Shri Pradeep Anand are liable to
retire by rotation at the ensuing Annual General Meeting and, being
eligible, ofer themselves for re-appointment. The brief resume and
other details relating to directors, who are to be re-appointed as
stipulated under Clause 49(IV) of the Listing Agreement, are furnished
in the Corporate Governance Report forming part of the Annual Report.
Directorsà Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confrm the following in respect of the Audited Annual Accounts for the
Financial Year ended 31st March, 2010:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed with no material departures;
ii) that the directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of afairs of the Company for the Financial Year ended 31st March, 2010
and of the proft of the Company for that period;
iii) that the directors had taken proper and sufcient care for
maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) that the accounts for the year ended 31st March, 2010 have been
prepared on a going concern basis.
Auditors Report
There are no qualifcations in the AuditorÃs Report calling for comments
by the Board of Directors under Section 217 of the Companies Act, 1956.
Auditors
M/s Khanna & Annadhanam, Chartered Accountants, who retire at the
conclusion of this 26th Annual General Meeting and being eligible for
reappointment, have expressed their willingness to be re-appointed as
Statutory Auditors of the Company. They have given certifcate to the
efect that the appointment, if made, would be within the limit
prescribed under section 224 (1B) of the Companies Act,
1956. Your directors recommend their appointment for another one year.
Appreciation
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective
Departments and Development Authorities connected with the business of
the Company, Bankers of the Company, Housing Finance as well as other
Institutions for their co-operation and continued support.
b) The Shareholders, Depositors, Suppliers and Contractors for the
trust and confidence reposed and to the Customers for their valued
patronage.
c) The Board also takes this opportunity to express its sincere
appreciation for the eforts put in by the ofcers and employees at all
levels in achieving the results and hopes that they would continue
their sincere and dedicated endeavour towards attainment of better
working results during the current year.
Regd. Office :
15 UGF, Indra Prakash For and on behalf of the
Board of Directors
21, Barakhamba Road,
New Delhi - 110 001
Place : New Delhi (Deepak Ansal)
Dated : 31st May, 2010 Chairman and Managing Director