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Directors Report of Ansal Housing & Construction Ltd.

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 sect@ansals.com.

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 –

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 ID-sect@ansals.com 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 - sect@ansals.com 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 - sect@ansals.com 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

 
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