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Ansal Buildwell Ltd.

BSE: 523007 Sector: Infrastructure
NSE: N.A. ISIN Code: INE030C01015
BSE 00:00 | 20 Apr 79.00 1.75






NSE 05:30 | 01 Jan Ansal Buildwell Ltd
OPEN 76.05
52-Week high 109.75
52-Week low 60.30
P/E 4.00
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 76.05
CLOSE 77.25
52-Week high 109.75
52-Week low 60.30
P/E 4.00
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ansal Buildwell Ltd. (ANSALBUILDWELL) - Director Report

Company director report

Dear Shareholders

The Directors have pleasure in presenting the thirty third Annual Report on thebusiness and operations of the Company together with Audited Financial Statements for theyear ended 31st March 2017


The working Results of the Company are briefly given below:

Current Year Previous Year
(Rs In Lakh) (Rs In Lakh)
Sales & Other Income 5368.19 8792.06
Profit before Interest & Depreciation etc. 1336.02 2214.95
Finance Cost 1144.29 921.53
Depreciation and Amortization 120.94 135.03
1265.23 1056.55
Profit (Loss) before Tax 70.79 1158.40
Less: Tax Expenses
Current Tax 45.50 460.00
Deferred Tax 20.49 (39.47)
Provision for taxation from earlier years 100.59 20.84
Profit (Loss) after Tax (95.79) 717.03
Add: Surplus Profit Brought
Forward from previous year 370.29 224.36
Profit available for Appropriation 274.50 941.38
Less: Proposed dividend - 59.07
Dividend distribution Tax - 12.03
Transfer to General reserve - 500.00
Closing Balance of Surplus Profit 274.50 370.29


In order to conserve the resources of the Company your Directors decided not torecommend any divident for the year ended 31st March 2017.


Reserve and surplus at the beginning of the year was Rs 9250.31 lakhs. Due to loss noamount has been proposed to be transferred to General Reserve. Reserve and surplus at theend of year i.e. 31st March 2017 is Rs 9154.52 Lakhs.


During the year under review Profit before Tax is at Rs 70.79 lakhs as against lastyear 1158.39 lakhs. The sales and other income is 5368.19 lakhs as against previous year8792.06 lakhs. There is loss after tax at the end of the year is Rs 95.79 lakhs. Reserveand surplus stood at Rs 9154.52 lakhs as at 31st march 2017.

The operational performance of the Company has been comprehensively discussed in theManagement Discussion and Analysis Report and the same forms part of this Directors’Report.


We have immense pleasure to inform all of you that your Company has been awarded ISO9001:2008 certification on 25th may 2011.

ISO is a powerful set of statistical and management tool that can create dramaticincrease in systematic productivity customers satisfaction and shareholders’ value.Your Company continues to adhere to its true spirit along with the system and procedureslaid down in its "QUALITY MANUAL"


Corporate governance refers to the accountability of the Board of directors to allstakeholders of the Company i.e. shareholders employees suppliers customers and societyat large towards giving the Conmpany a fair efficient and transparent administration. Toaccomplish this goal we constantly follow the principles of ‘Transparency’ thequality of disclosure which enables one to understand the truth easily;‘Accountability’ means the responsibility to explain the results of decisionstaken in the interest of Company; Independence’ on part of top management to take allcorporate decisions on business prudence.

The requisite certificate from Independent Auditors M/s Sekhri & AssociatesChartered Accountants confirming the compliance of the provisions of the corporategovernance as stipulated in SEBI (Listing

Obligations and Disclosure Requirements) Regulation 2015 is attached to the report onCorporate Governance along with Management’s Discussion and Analysis Report whichforms an integral part of the Annual Report.


The Equity shares of the Company are listed at Bombay Stock Exchange Limited (BSE). TheCompany has paid Listing Fee to the said exchange upto the financial year 2017-18.


In compliance with the provisions of Section 135 of the Companies Act 2013 the Boardof Directors has constituted a Corporate Social Responsibility (CSR) Committee headed byShri Subahsh Verma as chairman with Shri Gopal Ansal and Shri V. P. Verma as members. ShriSubhash Verma and Shri V. P. Verma are Independent Directors. Shri Ajay Kumar Pandita CSRIncharge looks after the day to day operation of CSR activities of the Company asapproved by CSR Committee.

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board.

The CSR Policy may be accessed on the Company’s website at the link:

During the period under review the Company has identified two core areas of engagement;Rural Development and Health Care. The Company would / may also undertake other need basedinitiatives in compliance with schedule VII to the Act.

The Company is supporting various CSR programs through implementing agency ‘GyanBharti Trust’ and ‘Rotary club of Gurgaon South City Community Service Society(Regd.)’.

The average net profit of the Company computed as per Section 198 of the CompaniesAct 2013 during three immediately preceding financial Rs 1459.14 lakhs. It was hencerequired to spend Rs 29.20 lakhs

(Twenty Nine lakhs Twenty Thousand only) being 2% of average net profit of the Companymade during the three immediately preceding financial years

An Annual Report on CSR activities being undertaken by the Company through itsimplementing agency ‘Gyan Bharti Trust’ and Rotary club of Gurgaon South CityCommunity Service Society (Regd.) is annexed as an Annexure ‘A’.


During the year under review no Company has become or ceased to be subsidiary Jointventure or associate companies. The Company has 100% shareholding of its five non listedIndian subsidiary companies i.e. M/s

Ansal Real Estate Developers Pvt. Ltd. M/s Lancers Resorts & Tours Pvt. Ltd. M/sPotent Housing and Construction Pvt. Ltd. M/s Sabina Park Resorts and Marketing Pvt. Ltd.and M/s Triveni Apartments Pvt. Ltd. in order to have better and effective control overthe affairs of Company. These subsidiary companies do not fall under the category of‘Material subsidiary company’ under Regulation 16(1)(c) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Besides the above the Company has five joint venture companies viz. M/s Ansal CrownInfrabuild Pvt. Ltd.

M/s JKD Pearl Developers Pvt. Ltd. M/s Incredible Real Estate Pvt. Ltd. M/s SouthernBuildmart Pvt. Ltd. and M/s Sunmoon Buildmart Pvt. Ltd. The Company has also oneAssociate Company viz. Aadharshila Towers Pvt. Ltd.

The Annual Accounts of the subsidiaries and detailed information are kept at theregistered office of the Company and available to investors seeking information duringbusiness hours of the Company. The financial statements of the subsidiaries companies arealso uploaded at company’s web-site

Pursuant to first proviso to Section 129(3) of the Companies Act 2013 read with rule 5of Companies (Accounts) Rules 2014 a report on the performance and financial position ofeach of the subsidiaries associates and joint venture companies is provided in Form AOC-1attached to the Financial Statement of the Company and hence not repeated here for thesake of brevity.


The consolidated financial statement of the Company its subsidiaries associates andjoint venture companies prepared in accordance with accounting principles generallyaccepted in India including accounting standards specified under Section 133 of thecompanies Act 2013 read with rule 7 of the companies (Accounts) Rules 2014 form part ofthe Annual Report and are reflected in the consolidated financial statement of theCompany.


Pursuant to the directions of the Securities and Exchange Board of India (SEBI)effective from 26th March 2001 trading in the Company’s shares in dematerializationform has been made compulsory for all investors. Dematerialization form of trading wouldfacilitate quick transfer and save stamp duty on transfer of shares. However members arefree to keep the shares in physical form or to hold the shares with a "DEPOSITORYPARTICIPANT" in demat form. For this purpose the Company has appointed M/s LinkIntime India Pvt.

Ltd. as Registrar and ShareTransferAgent(RTA)oftheCompany.ThespecificISIN No. allottedto the

Company by NSDL and CDSL is INE030C01015.


The Company has not accepted any public deposit during the financial year under


As per provision of Section 124 and 125 of the Companies Act 2013 dividend depositetc remaining unclaimed for a period of seven years from the date they become due forpayment have to be transferred to Investor Education and Protection Fund (IEPF)established by the Central Government.

During the year under review unclaimed dividend of Rs 392735/- for the year 2008-09(including interest due thereon) were due for transfer to the said IEPF and the Companyhad transferred said unclaimed dividend of Rs 392735/- to the said IEPF in time.


Independent Auditors

At the Annual General Meeting held on 27th September 2014 pursuant to provision ofSection 139 of the Act and Rules made thereunder M/s Sekhri & Associates CharteredAccountants (Firm Registration No. 018322N) were appointed as Independent Auditors of theCompany from the conclusion of 30th Annual General Meeting held on 27th September 2014till the conclusion of 33rd Annual General Meeting to be held in the year 2017.Accordingly the period of office of M/s. Sekhri & Associate Chartered Accountantsthe present Independent Auditors will expire at the conclusion of 33rd Annual GeneralMeeting. Therefore the Board of Directors and Audit Committee in their meeting held on29th May 2017 recommended the name of M/s Shashi Verma & Company CharteredAccountants (Firm Registration No. 018467N) I-23 (Basement) Lajpat Nagar-III New Delhi- 110024 for the appointment as Independent Auditors of the

Company for a period of 5 years from financial year 2017-2018 to 2022-2023 subject toratification of their appointment in each Annual General Meeting. M/s Shashi Verma &Company have submitted a certificate confirming that their appointment if made will bein accordance with Section 139 read with Section 141 of the Companies Act 2013.

The notes on financial statement referred to in Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors commented in theirreport that the Company has delayed in repayment of dues to Financial Institution andBanks as mentioned in para (viii) of Annexure to the Auditors Report. The Company istaking appropriate action that there should not be any delay as such in future.

Internal Auditors

The Board of Directors of your Company has appointed M/s Shailender K. Bajaj & Co.Chartered Accountants (Firm Registration No. 12491N) as Internal Auditors pursuant to theprovisions of Section 138 of the Companies Act 2013. The Audit Committee take intoconsideration observation and corrective actions suggested by the Internal Auditors.

Secretarial Auditors

Pursuant to provision of section 204 of the Companies Act 2013 and the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of directorsof the Company had appointed

M/s Mahesh Gupta & Company a firm of company secretaries in practice (CP No.1999) to undertake the secretarial audit of the company for the year ended 31st March2017. The Secretarial Audit Report given by M/s Mahesh Gupta & Company is annexedherewith as Annexure ‘B’ There is no qualification reservation orsignificant adverse remark made by Secretarial Auditors of the Company in their report forthe financial year 2016-17 except delay in appointment of Independent Director andsubmission of audit report on financial statement for the year ended 31st March 2016 toStock Exchange. The directors have noted their observation and advised that such delayshould not occur in the future.

Cost Accounts and Records

Pursuant to the Companies (Cost Records and Audit) Rules 2014 prescribed by theCentral Government under Section 148 of the Companies Act 2013 prescribed cost accountsand cost records have been maintained for the year 2016-17 and a cost compliancecertificate has been obtained for the


(A) Change in Directors and Key Managerial Personnel

During the year under review Smt Kaadambari Puri has been appointed as additionaldirector w.e.f. 11th November 2016. Shri Gopal Ansal Chairman cum Managing Director hasbeen convicted by the Hon’ble supreme court of India in connection with Uphaartragedy. Accordingly he has resigned from the position of Chairman cum Managing Directorof the company w.e.f. 10th March 2017. But he remains continue as Director of theCompany. Apart from that there is no change in the directorship of the company.

In accordance with provision of Section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Shri Gaurav Mohan Puri Whole Time Director (Projects) (DIN No.01867563) of the Company retires by rotation and being eligible offers himself forreappointment.

In accordance with the provisions of the Companies Act 2013 read with schedule V andArticles of Association of the Company Nomination and Remuneration Committee in theirmeeting held on 21st October 2016 and Board of Directors in their meeting held on 11thNovember 2016 have recommended re-appointment of his remuneration w.e.f. 1stofShriGauravMohanPuri as Whole Time Director (Projects) and fixation

November 2016 for further period of three years.

(B) Declaration by Independent Directors

Shri Subhash Verma Shri Ved Prakash Verma and Smt. Kaadambari Puri directors of theCompany have given a Declaration that they meet the criteria of Independence as laid downunder sub Section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) ofthe listing regulation.

(C) Formal Annual Evaluation

Pursuant to the Provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Board has carried out an Annual Evaluationof its own performance that of its Committee and the Directors individually. Nominationand Remuneration Committee has prescribed the criteria for performance evaluation ofBoard its committees and individual directors.

Directors were evaluated on various aspects including inter alia active participationspecialization on subject and expressing views dissemination of information andexplanation or response on various queries in the meeting.

The performance evaluation of Non-Independent Directors Chairman cum Managing Directorand the Board as a whole was carried out by Independent Directors. The performanceevaluation of Independent Directors was carried out by the entire Board excludingDirectors being evaluated.

(D) Remuneration Policy

The Company has adopted a Policy for "Appointment and Remuneration of KeyManagerial Personnel and whole time Directors and Independent Directors and other SeniorEmployees" pursuant to provisions of the Act and listing regulations as follows;

(a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully.

(b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and (c) Remuneration to directors key managerial personnel andsenior management involves a balance between fixed and incentive to the working of theCompany and its goals.

(E) Familiarisation Programmes of Independent Directors

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link:


As stipulated in Section 134(3)(c) and 134(5) of the Companies Act 2013 yourDirectors to the best of their knowledge and ability confirm that:

(i) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and that there are no material departures; (ii) they have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe

Company at the end of the financial year and of the Profit & Loss of the Companyfor that period; (iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financialcontrols to be followed by the Company andthat such internal financial controls are adequate and are operating

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.


Composition of Audit Committee

The Board has constituted an Audit Committee with Shri Subhash Verma as chairman andShri V. P. Verma and Shri Gopal Ansal as members. There have been no instances during theyear when recommendations of the Audit Committee were not accepted by the Board.

Vigil Mechanism for directors and employees

The Company has established a vigil mechanism for directors and employees to reporttheir genuine concerns and grievances. Under this mechanism a "Whistle BlowerPolicy" has been formulated to provide an opportunity to directors and employees anavenue to raise their concerns and grievance to access in good faith the Audit committeeto the highest possible standard of ethical moral and legal business conduct. The policyalso provides adequate safeguards against victimization of directors and employees whoavail the vigil mechanism. The "Whistle Blower policy" as approved by the Boardof Directors was uploaded on the Company’s website at weblink

Board and Committee Meetings

Agenda of Board and Committee Meetings to be held during the year was circulated inadvance to the Directors.

During the year under review five Board Meetings and five Audit Committee Meetings wereconvened and held. There have been no instances during the year when recommendations ofthe Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the meetings held andattendance of the Directors at such meetings are provided in the Corporate GovernanceReport. The intervening gap between the meetings was within the period prescribed underthe Act and the Listing Regulations.

Particulars of Loans Guarantees and Investments

Details of loan Guarantees and Investment covered under the Provisions of Section 186of the Companies Act 2013 are given in the accompanying Financial Statements. YourDirectors draw your kind attention to

Note No. 12 of standalone financial statements for details.

Extract of the Annual Return

An extract of Annual Return under Section 92(3) of Companies Act 2013 read with Rule12 of Companies (Management and Administration) Rules 2014 in Form No. MGT-9 is attachedas Annexure- ‘C’ Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo

The particulars as required under clause (m) of sub-Section 3 of Section 134 of thecompanies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 are set outas under:

(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy; : Nil
(ii) the steps taken by the Company for utilizing alternate sources of energy; : Nil
(iii) the capital investment on energy conservation; : Nil
(B) Technology absorption-
(i) the efforts made towards technology absorption; : Nil
(ii) the benefits derived like product improvement cost reduction product development or import substitution; : Nil
(iii) In case of imported technology:
(a) The details of technology imporated : N/A
(b) The year of import : N/A
(c) Whether the technology been fully absorbed : N/A
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and : N/A
(iv) the expenditure incurred on Research and Development. : Nil
(C) Foreign exchange earnings and outgo-
The particulars relating to Foreign Exchange earnings and Outgo during the period are:
Foreign Exchange Earning : Nil
Foreign Exchange Outgo : Rs 7.57 Lakhs


Disclosures required under the Provisions of Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed as Annexure ‘D’

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed as Annexure‘E’


In order to timely anticipate identify analyse and then manage threats that couldseverely impact or bring down the organization Company has developed a "RiskManagement Policy". The Policy has been placed before the Board and approved by theBoard of Directors. During the year under review no element of risk has been identifiedwhich in the opinion of Board may threaten the existence of the Company. The policy hasbeen uploaded on Company’s web-site at weblink: Risk-Management-policy.pdfs


The Board of directors of the Company had discussed in their meeting about theeffectiveness and appropriateness of a sound Internal Financial Control System alreadyestablished in the Company. They also discussed the strength and weakness of the system.They also discussed the various suggestions recommended by the audit committee with theinternal auditors. Internal audit department provide an annual overall assessment of therobustness of the Internal Financial control System in the Company.


All Related Party Transactions that were entered into during the financial year were onan arm’s length basis in the ordinary course of business and were in compliance withthe applicable provisions of the Act and the

Listing Regulations. There were no material significant Related Party Transactions madeby the Company during the year that would have required Shareholder approval under ListingRegulations. All Related Party Transactions are placed before the Audit Committee forapproval. Omnibus approval of the Audit Committee is obtained for the transactions whichare repetitive in nature. A statement of all Related Party Transactions is placed beforethe Audit Committee for its review on a quarterly basis.

Disclosure as required by the Accounting Standard (AS-18) has been made in notes to thefinancial statement. Your Directors draw attention of the members to Note 34 to thefinancial statement which sets out related party disclosures.


No changes affecting the financial position of the Company have occurred between theend of financial year on 31st March 2017 and the date of this report.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no incidence / transactions on these items during the yearunder review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

3. Neither the Managing Director nor the whole-time Director of the Company receivesany remuneration or commission from any of its subsidiaries.

4. No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

5. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.

6. There is no change in the nature of business of the Company during the year underreview.


We wish to convey our sincere thanks to various agencies of the Central GovernmentState Governments Banks and Business Associations for their co-operation to the Company.We also wish to place on record our deep sense of appreciation for the committed servicesby the Company’s executives staff and workers.

For and on Behalf of the Board
Place : New Delhi Director Wholetime Director (Projects)
Date : 29th May 2017 (DIN : 00017439) (DIN : 01867563)


Annexure - ‘A’
1 A brief outline of the Company’s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. The Company has framed a CSR Policy in compliance with the provisions of Companies Act 2013 and the same is placed on the Company’s web-site and the web-link for the same is http://www.ansalabl. com/pdfs/Corporate-Social-Responsibility- CSR-Committee-and-its-Policy.pdf. Projects proposed to be undertaken by the Company are "Rural Development CSR Project" and "Health care".
2 The composition of the CSR Committee Shri Subhash Verma Chairman
Shri Gopal Ansal Member
Shri V. P. Verma Member
3 Averege net profit of the Company for last three financial years. Rs 145914407
4 Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) Rs 2918288
5 Details of CSR spent during the financial year.
a) Total amount to be spent for the financial year. Rs 2920000
b) Amount unspent if any; Nil
c) Manner in which the amount spent during the financial year is detailed below As per Annexure A- 1



1 2 3 4 5 6 7 8
SL. No. CSR Project or activity identified Sector in which the project is covered Projects or Programs: Sub - head Amount outlay (budget) Project or program wise Amount spent on the project or programs (1) Direct expenditure on projects or pro- grams (2) Overhead: Cumulative ex- penditure upto the reporting period Amount spent: Direct or through implementing agency
(1) Local area or other
(2) specify the state and district where projects or programs was undertaken
1 Rural Development CSR Project Item X of Schedule VII - "Rural Development Project" - for Rural Development CSR Project at village around Sushant Lok II & III Gurgaon Haryana to Promote center for Recreation education of industrial and Agricultural workers and village development. (1) Village - Ghatta Rs 24.20Lakhs Allocated Rs 24.20Lakhs Rs 24.20Lakhs Through Gyan Bharti Trust
(2) State - Haryana District - Gurgaon
2 Sponsoring Medical equipments for a Blood Bank Corporate Social Responsibility (CSR) pursuant to section 135 of Companies Act 2013 and Item I of Schedule VII - Health Care (1) NCT Area Rs 100 lakhs Rs 5 Lakhs for purchase of machinery Rs 5 lakhs Through Rotary Club Gurgaon South City Community Service Society
(2) State - Haryana District - Gurgaon
TOTAL Rs 29.20 Lakhs Rs 29.20 Lakhs

The CSR Committee confirms that the implementation and monitoring of the CSR Policy isin compliance with the CSR objectives and

Policy of the Company.

For and on Behalf of the Board
Gaurav Mohan Puri Subhash Verma
Place New Delhi Wholetime Director (Projects) Chairman of CSR Committee
Date 29th May 2017 DIN: 01867563 DIN: 00017439