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Ansal Buildwell Ltd.

BSE: 523007 Sector: Infrastructure
NSE: N.A. ISIN Code: INE030C01015
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VOLUME 1325
52-Week high 128.00
52-Week low 51.90
P/E
Mkt Cap.(Rs cr) 43.51
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 60.00
CLOSE 58.95
VOLUME 1325
52-Week high 128.00
52-Week low 51.90
P/E
Mkt Cap.(Rs cr) 43.51
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

Your Directors have pleasure in presenting the thirty first Annual Report together withAudited Financial Statements of the Company for the year ended 31st March 2015

FINANCIAL RESULTS

The working Results of the Company are briefly given below:

Current Year Previous Year
(in Lacs) (in Lacs)
Sales & Other Income 10109.58 9096.34
Profit before Interest & Depreciation etc. 2032.38 2585.62
Less:
– Finance Cost 489.01 694.55
– Depreciation and Amortization 147.28 636.29 136.32 830.87
-
Profit before Tax 1396.09 1754.75
Less: Tax Expenses:
Current Tax 570.00 650.00
Deferred Tax (47.73) (54.09)
Provision for taxation 42.96 92.37
from earlier years
Profit after Tax 830.86 1066.47
Add: Surplus Profit Brought
Forward from previous year 482.37 445.48
Profit available for Appropriation 1313.23 1511.95
Less: Proposed dividend 73.84 110.76
Dividend distribution Tax 15.03 18.82
Transfer to General Reserve 1000.00 900.00
Closing Balance of Surplus Profit 224.36 482.37

DIVIDEND

Your Directors are pleased to recommend for your approval payment of Dividend at therate of 1 per ordinary equity share i.e. 10% for the year ended on the 31stmarch 2015 (Previous year 1.5 i.e. 15%) which if approved by the shareholders in theensuing Annual General Meeting will absorb Rs 88.87 Lacs approx. including payment of Taxsurcharge and cess thereon.

RESERVES

Reserve and surplus at the beginning of the year was 7862.39 lacs. Your Companyproposes to carry to reserve a sum of 1000 lacs which makes Reserve and surplus at the endof year i.e 31st March 2015

8604.38 Lacs.

REVIEW OF OPERATIONS / STATE OF COMPANY’S AFFAIR

During the year under review Profit before Tax is at 13.96 crores as against last year17.55 crores. The sales and other income is 101.10 crores as against previous year 90.96crores. Out of the disposable surplus of 1313.23 lacs a sum of Rs. 88.87 Lacs has beenkept for dividend and dividend distribution tax and a sum of 1000 lacs has beentransferred to General Reserves. Reserve and surplus stood at

8604.38 lacs at the end of the year.

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.

ISO 9001:2008 CERTIFICATION

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 shareholder’s value.Your Company continues to adhere to its true spirit along with the system and procedureslaid down in its "QUALITY MANUAL"

CORPORATE GOVERNANCE

We believe Corporate Governance is not just a destination but a journey to constantlyimprove sustainable value creation. It is an upward-moving target that we collectivelystrive towards achieving it. The Company is committed on adopting the best practice ofcorporate governance and has taken adequate steps to ensure compliance with the provisionsof Corporate Governance set out by SEBI. The requisite certificate from IndependentAuditors M/s Sekhri & Associates chartered Accountants confirming the compliance ofthe provisions of the corporate governance as stipulated in clause 49 of Listing Agreementis attached to the report on Corporate Governance along with Management’s Discussionand Analysis Report which forms an integral part of the Annual Report.

LISTING

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 2015-16.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

With the enactment of the Companies Act 2013 and with the Companies (Corporate SocialResponsibility) Rules 2014 every Company having networth of 500 Crore or more or turnoverof

1000 Crore or more or net profit of 5 Crore or more during any financial year have tospend at least 2% of the average net profit of the Company made during the threeimmediately preceding financial years. Accordingly Board of Directors in their meetingheld on 29th May 2014 has constituted a Corporate Social Responsibility (CSR)Committee pursuant to section 135 of Companies Act 2013. The composition of the CSRCommittee is as under-

(i) Shri Subhash Verma

(ii) Shri Gopal Ansal

(iii) Shri V. P. Verma Shri Subhash Verma and Shri V. P. Verma are IndependentDirectors.

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:http://www.ansalabl.com/pdfs/Corporate-Social-Responsibility-CSR-Committee-and-its-Policy.pdf

During the period under review the Company has identified three core areas ofengagement: Rural Development Education and Health The Company would also undertake otherneed based initiatives in compliance with schedule VII to the Act.

The Company is supporting various CSR programs through implementing agencies viz. GyanBharti Trust Savera Association and Rotary Club Gurgaon South City Community ServiceSociety. During the year under review the Company has allocated 3500000/- (Thirty fivelacs only) being 2% of average net profit of the Company made during the threeimmediately preceding financial years to spend under Corporate Social ResponsibilityPolicy through above implementing agencies. An Annual Report on CSR activities beingundertaken by the Company is annexed as an Annexure –‘A’

SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review no Company has become or ceased to be subsidiary Jointventure or associate companies during the year. The Company has 100% shareholding of itsfive non listed indian subsidiary companies i.e. M/s Ansal Real Estate Developers Pvt.Ltd. M/s Lancers Resorts & Tours Pvt. Ltd. M/s Potent Housing and Construction Pvt.Ltd. M/s Sabina Park Resorts and Marketing Pvt. Ltd. and Triveni Apartments Pvt. Ltd. inorder to have better and effective control over the affairs of Company. These Companies donot fall under the category of 'Material Unlisted Subsidiary Companies' under clause 49(V) of Listing Agreement.

Besides the above the Company has five joint venture Companies viz. M/s Ansal CrownInfrabuild Private Limited M/s JKD Pearl Developers Private Limited M/s Incredible RealEstate Private Limited M/s Southern Buildmart Private Limited and M/s Sunmoon BuildmartPrivate Limited. The Company has also one associate Company viz. M/s Aadharshila TowersPrivate Limited.

The Company made available the Annual Accounts of the subsidiary companies and relateddetailed information to any member of the Company who may seek such information. TheAnnual Accounts of the subsidiary companies will also be kept open for inspection at theregistered office of the Company. Pursuant to first proviso to Section 129(3) of theCompanies Act 2013 read with rule 5 of Companies (Accounts) Rules 2014 a report on theperformance and financial position of each of the subsidiaries associates and jointventure companies is provided in Form AOC-1 attached to the Financial Statement of theCompany and hence not repeated here for the sake of brevity.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 and Accounting standard (AS) – 21 onConsolidated Financial Statements read with AS – 23 on Accounting for Investments inAssociates and AS – 27 on Financial Reporting of Interests in Joint Ventures issuedby Institute of Chartered Accountants of

India your Directors have pleasure in attaching the audited consolidated financialstatements which form part of the Annual Report.

DEPOSITORY SYSTEM

Pursuant to the directions of the Securities and Exchange Board of India (SEBI)effective from 26th March 2001 trading in the Company’s shares indematerialization form has been made compulsory for all investors. Dematerialization formof trading would facilitate quick transfer and save stamp duty on transfer of shares.However members are free to keep the shares in physical form or to hold the shares with a"DEPOSITORY PARTICIPANT" in demat form. For this purpose the Company hasappointed M/s Link Intime India Pvt. Ltd. as Registrar and Share Transfer Agent (RTA) ofthe Company. The specific ISIN No. allotted to the Company by NSDL and CDSL isINE030C01015.

DEPOSITS

During the year under review the Company had not accepted any fresh Deposit or renewold Deposits but Company had repaid all Deposits accepted in the previous years. All theprevious deposits are in compliance with the requirement of Chapter V of the CompaniesAct 2013. There is NO DEFAULT in repayment of deposits or payment of interest thereonduring the year under review. However details relating to deposits covered under ChapterV of the Companies Act 2013 are as under:

(a) Accepted during the year : Nil
(b) Remained unpaid or unclaimed as at the end of the year : Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved : Nil
(i) at the beginning of the year : Nil
(ii) maximum during the year : Nil
(iii) at the end of the year : Nil
(d) the details of deposits which are not in compliance with the Requirement of chapter V of the Act. : Nil

TRANSFER OF UNCLAIMED DEPOSIT/DIVIDEND TO IEPF

As per provision of section 124 and 125 of the Companies Act 2013 dividend/depositremaining unclaimed for a period of seven years from the date they become due for paymenthave to be transferred to Investor Education and Protection Fund (IEPF) established by theCentral Government.

During the year under review unclaimed dividend of 495628/- of the year 2006-2007 andunclaimed deposit of 24408/- (including interest due thereon) were due for transfer tothe said IEPF and the Company had transferred said unclaimed dividend of 495628/- andsaid unclaimed deposit 24408/ - to the said IEPF in time.

AUDITORS AND AUDITORS’ REPORT

Independent Auditors

M/s Sekhri & Associates Chartered Accountants (Firm Regd. No. 018322N) wereappointed as Independent Auditors of the Company in last Annual General Meeting held on27th September 2014 for the period of three years subject to ratification oftheir appointment in every Annual General Meetings and revision of their remunerationannually. The Audit Committee and the Board of Directors recommended to ratify theappointment of above Auditors till the conclusion of next Annual General Meeting. Theirappointment would be ratified at the ensuing Annual General Meeting.

The notes on financial statement referred to in Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors commented videpoint No (ix) of their report that the Company has delayed in repayment of total EMI of333873 to financial institutions and banks and the period of delay was ranging from 7 to11 days for which the Company is taking appropriate action that there should not be anydelay as such in the 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 for the financial year 2015-16.

Secretarial Auditors

The Board has appointed M/s Mahesh Gupta & Company Practicing Company Secretaryto conduct Secretarial audit for the financial year 2014-2015. There is no qualificationreservation or adverse remark made by Secretarial Auditor of the Company in their reportfor the financial year 2014-15 except a few non-significant remarks as mentioned inAnnexure B1 of their Report for which the Company is carrying corrective steps. ASecretarial Audit Report given by M/s Mahesh Gupta & Company is annexed herewith asAnnexure –‘B’

Cost Auditors

As per provisions of Section 148 of the Companies act 2013 read with rule 4 ofCompanies (Cost Records and Audit) Rules 2014 the audit of cost records was notapplicable for the year 2014-15. However the Company is maintaining the Cost Records anda Cost Compliance Certificate from M/ s Gaurav Kumar & Co. has been obtained for theabove year.

For the financial year 2015-16 the Board of Directors of the Company has appointed M/sGaurav Kumar & Co. (Firm Registration No. 101428) as Cost Auditors of the Company.

DIRECTORS

(A) Change in Directors and Key Managerial Personnel

Shri R L Gupta WTD (Finance & Business Development) (DIN No. 00137306) and ChiefFinancial Officer (CFO) of the Company had resigned from directorship and office of CFOw.e.f. 13th November 2014. Smt. Ritu Ansal was appointed as AdditionalDirector w.e.f. 8th August 2014 under section 161(1) of the Companies Act2013 who was to hold office upto the last Annual General Meeting. Accordingly she vacatedher office on last AGM held on 27th September 2014.

To comply with the provision of section 149 read with Rule 3 of Companies (Appointmentand Qualification of Directors) Rules 2014 relating to woman director Smt. Ritu Ansal(DIN No. 00667175) was appointed again as Additional Director of the Company w.e.f 13thNovember 2014. Now she is being regularized in the ensuing AGM to be held on 29thSeptember 2015. In accordance with the provisions of the Companies Act 2013 read withschedule V and the Articles of Association of the Company Nomination and RemunerationCommittee and Board of Directors have recommended for re-appointment of Shri Gopal Ansal(DIN 00014172) as Chairman cum Managing Director w.e.f. 1st April 2015 forfurther period of three years. In accordance with provision of section 152 of theCompanies Act 2013 and Articles of Association of the Company Shri Gaurav Mohan PuriWholetime Director (Projects) (DIN No. 01867563) of the Company retires by rotation andbeing eligible offers himself for reappointment.

(B) Declaration by Independent Directors

Shri Subhash Verma Shri Ved Prakash Verma and Shri K S Bakshi independent directorsof the Company has given a Declaration that they meet the criteria of Independence asprovided in sub section (6) of Section 149 of the Companies Act 2013.

(C) Formal Annual Evaluation

Nomination and Remuneration Committee has in their meeting held on 13thFebruary 2015 prescribed the manner in which formal annual evaluation shall be made bythe Board of its own performance and that of its committees and individual directors.Pursuant to the Provision of the Companies Act 2013 and clause 49 of the listingagreement the Board has carried out an Annual Evaluation of its own performance that ofits Committee and the Directors individually. The Annual evaluation of Non-IndependentDirectors Chairman cum Managing Director and the Board as a whole was done at a separatemeeting held by Independent Directors. The performance evaluation of Independent Directorswas done by entire Board excluding Directors being evaluated.

(D) Remuneration Policy

The Board has framed a Policy for "Appointment and Remuneration of Key ManagerialPersonnel and whole time Directors and Independent Directors and other SeniorEmployees".

(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:http://www.ansalabl.com/pdfs/Familiarisation-Programme-for-the-Independent-Directors.pdf

DISCLOSURES UNDER COMPANIES ACT 2013

Composition of Audit Committee

The Company has constituted an Audit Committee comprising three Directors. Out of themtwo are Independent Directors namely Shri Subhash Verma and Shri V. P. Verma and one ShriGopal Ansal as other member. All the recommendations made by the Audit Committee wereaccepted by the Board.

Vigil Mechanism for directors and employees

During the year under review Company has established a vigil mechanism for directorsand employees to report their genuine concerns and grievances. Under this mechanism a"Whistle Blower Policy" has been formulated to provide an opportunity todirectors and employees an avenue to raise their concerns and grievance to access in goodfaith the Audit committee to the highest possible standard of ethical moral and legalbusiness conduct. The policy also provides adequate safeguards against victimization ofdirectors and employees who avail the vigil mechanism. The "Whistle Blowerpolicy" as approved by the Board of Directors was uploaded on the Company’swebsite www.ansalabl.com at weblink http://www.ansalabl.com/pdfs/Whistle-Blower-Policy.pdf

Meetings of the Board

During the year under review four Board Meetings and four Audit Committee Meetings wereconvened and held. The details of which are given in Corporate Governance Report.

Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the Provisions of Section186 of the Companies Act 2013 are given in the accompanying Financial Statements. YourDirectors draw kind attention of the Members to Note-12 of Standalone Financial Statementfor 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 Foreign Exchange Earning 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 imported : 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 earning and Outgo during the period are:
Foreign Exchange Earning : Nil
Foreign Exchange Outgo :` 2.83 Lacs

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures required under the Provisions of Section 197(12) of the Companies Act 2013read with Rule 5(2) and 5(3) 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(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed as Annexure –‘E’

RISK MANAGEMENT POLICY

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 was placed before the Board and approved by the Boardof Directors. During the year under review no element of risk has been identified whichin the opinion of Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

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.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with any of related parties were in conflict with theCompany’s interest. All contracts / arrangements / transaction entered into by theCompany during the financial year with related parties were in the ordinary course ofbusiness and on an arm’s length basis. Therefore the provisions of Section 188(1) ofthe Companies Act 2013 are not applicable.

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.

MATERIAL CHANGE AND COMMITMENTS

No changes affecting the financial position of the Company has occurred between theend of financial year 2014-2015 i.e. 31st March 2015 and the date of thisreport except the appointment of CFO of the Company on 4th May 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Companies Act 2013 your Directors subscribe tothe "Directors’ Responsibility Statement" and confirm as under:

(i) That in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the Profit or Loss of the Company for that period;

(iii) That the directors has taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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; and

(v) That the directors of the Company had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

(vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

GENERAL

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 deferential 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 order either of Court any Regulator or of any Tribunal has been passedconcerning the Company or its Directors.

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.

ACKNOWLEDGEMENT

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 & on behalf of the Board
GOPAL ANSAL
Place: New Delhi Chairman cum Managing Director
Date: 29th May 2015 (DIN: 00014172)

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