The Directors have pleasure in presenting the thirty second Annual Report on thebusiness and operations of the Company together with Audited Financial Statements for theyear ended 31st March 2016
The working Results of the Company are briefly given below:
| ||Current Year ||Previous Year |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Sales & Other Income ||8792.06 ||10109.58 |
|Profit before Interest & Depreciation etc. ||2203.42 ||2032.38 |
|Less: || || |
| Finance Cost ||910.00 ||489.01 |
| Depreciation and Amortization ||135.03 ||147.28 |
| ||1045.03 ||636.29 |
|Profit before Tax ||1158.40 ||1396.09 |
|Less: || || |
|Tax Expenses: || || |
|Current Tax ||460.00 ||570.00 |
|Deferred Tax ||(39.47) ||(47.73) |
|Provision for taxation from earlier years ||20.84 ||42.96 |
|Profit after Tax ||717.03 ||830.86 |
|Add: Surplus Profit Brought || || |
|Forward from previous year ||224.36 ||482.37 |
|Profit available for Appropriation ||941.38 ||1313.23 |
|Less: Proposed dividend ||59.07 ||73.84 |
|Dividend distribution Tax ||12.03 ||15.03 |
|Transfer to General reserve ||500.00 ||1000.00 |
|Closing Balance of Surplus Profit ||370.29 ||224.36 |
The Directors are pleased to recommend for your approval payment of Dividend at therate of Rs. 0.80 per ordinary equity share i.e. 8% for the year ended on the 31stmarch 2016 (Previous year Rs. 1/- i.e. 10%) which if approved by the shareholders inthe ensuing Annual General Meeting will absorb Rs. 71.10 Lacs approx. including payment ofTax surcharge and cess thereon (previous year Rs. 88.87 lacs).
RESERVES AND SURPLUS
Reserve and surplus at the beginning of the year was Rs. 8604.38 lacs. The CompanyProposes to transfer a sum of Rs. 500 lacs to General Reserve and a sum of Rs. 145.92 lacsis proposed to be retained in the Surplus which makes Reserve and surplus at the end ofyear i.e 31st March 2016 Rs. 9250.31 Lacs.
REVIEW OF OPERATIONS / STATE OF COMPANYS AFFAIR
During the year under review Profit before Tax is at Rs. 11.58 crores as against lastyear Rs. 13.96 crores. The sales and other income is Rs. 87.92 crores as against previousyear Rs. 101.10 crores. Out of the disposable surplus of Rs. 941.38 lacs a sum of Rs.71.10 Lacs has been kept for dividend and dividend distribution tax and a sum of Rs. 500lacs has been transferred to General Reserves. Reserve and surplus stood at Rs. 9250.31lacs 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 DirectorsReport.
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 shareholders value.Your Company continues to adhere to its true spirit along with the system and procedureslaid down in its "QUALITY MANUAL"
We strive at Ansal Buildwell to evolve and follow corporate governance guidelines andbest practices sincerely to not just boost long term shareholders value but also torespect minority rights. We consider it our inherent responsibility to disclose timely andaccurate information regarding our financials and performance as well as the leadershipand governance of the Company. The Company expects to realise its vision by taking suchactions as may be necessary to achieve its goals of value creation safety environmentand people.
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 on Corporate Governance along withManagements Discussion and Analysis Report which forms an integral part of theAnnual 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 2016-17.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
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 Companys website at the link:http://www.ansalabl.com/pdfs/Corporate-Social-Responsibility-CSR-Committee-and-its-Policy.pdf During the periodunder review the Company has identified two core areas of engagement; Rural Developmentand Health. The Company would / may also undertake other need based initiatives incompliance with schedule VII to the Act.
The Company is supporting various CSR programs through implementing agency GyanBharti Trust. The average net profit of the Company computed as per section 198 ofthe companies Acr 2013 during three immediately preceding financial years is Rs. 1656.03lacs. It was hence required to spend ` 33.20 lacs (Thirty two lac twenty thousand only)being 2% of average net profit of the Company made during the three immediately precedingfinancial years An Annual Report on CSR activities being undertaken by the Company throughits implementing agency Gyan Bharti Trust 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. The Company has 100% shareholding of its five non listedIndian subsidiary companies i.e. M/s Ansal Real Estate Developers Pvt. Ltd. M/s LancersResorts & Tours Pvt. Ltd. M/s Potent Housing and Construction Pvt. Ltd. M/s SabinaPark Resorts and Marketing Pvt. Ltd. and M/s Triveni Apartments Pvt. Ltd. in order to havebetter and effective control over the affairs of Company. These subsidiary companies donot fall under the category of Material subsidiary company under Regulation16(1)(c) of SEBI (Listing Obligations 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 Southern Buildmart Pvt. Ltd. and M/s Sunmoon Buildmart Pvt. Ltd. The Companyhas also one Associate 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 companys web-site www.ansalabl.com.
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.
CONSOLIDATED FINANCIAL STATEMENT
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 Companys 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.
The Company has not accepted any public deposit during the financial year under review.
TRANSFER OF UNCLAIMED DIVIDEND / DEPOSIT TO IEPF
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. 613192/- for the year2007-2008 (including interest due thereon) were due for transfer to the said IEPF and theCompany had transferred said unclaimed dividend of Rs. 613192/- to the said IEPF intime.
AUDITORS AND AUDITORS REPORT
At the Annual General Meeting held on 27th September 2014 pursuant toprovision of Section 139 of the Act and Rules made thereunder M/s Sekhri &Associates Chartered Accountants (Firm Registration No. 018322N) were appointed asIndependent Auditors of the Company from the conclusion of 30th Annual GeneralMeeting held on 27th September 2014 till the conclusion of 33rdAnnual General Meeting to be held in the year 2017. The appointment was subject toratification by members at the AGM to be held in 2015 and 2016. The members are requestedto consider the ratification of the appointment of M/s Sekhri & Associates andauthorize Board of directors to fix their remuneration. M/s Sekhri & Associates havesubmitted a certificate confirming that their appointment if made will be in accordancewith 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 videpoint No (viii) of their report that the Company has 4 days delay in repayment of TotalEMI of Rs. 1625977 to HDFC bank for which the Company is taking appropriate action thatsuch delay should not occur in the future.
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.
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 secretariesin practice to undertake the secretarial audit of the company for the year ended 31stMarch 2016. The Secretarial Audit Report given by M/s Mahesh Gupta & Company isannexed herewith as Annexure B There is no qualification reservation orsignificant adverse remark made by Secretarial Auditors of the Company in their report forthe financial year 2015-16 except the resignation of Shri K. S. Bakshi IndependentDirector on 19th March 2016. The Board noted their observation and initiated action tosearch a new Independent Director.
Cost Accounts and Records
Pursuant to the Companies (Cost Records and Audit) Rules 2014 prescribed by the CentralGovernment under Section 148 of the Companies Act 2013 prescribed cost accounts and costrecords have been maintained for the year 2015-16 and a cost compliance certificate hasbeen obtained for the above year.
(A) Change in Directors and Key Managerial Personnel
During the year under review Shri K. S. Bakshi an Independent Director has resignedfrom directorship of the Company w.e.f. 19th March 2016. Apart from that thereis no change in the directorship of the company during the year under review.
In accordance with provision of section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Smt. Ritu Ansal (DIN No. 00667175) of the Company retires byrotation and being eligible offers herself for reappointment.
Pursuant to the provisions of section 203 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and onrecommendation of Nomination and Remuneration Committee the Board of Directors haveappointed Shri Arun Kumar Pandey as Chief Financial Officer (CFO) of the company w.e.f. 4thMay 2015.
(B) Declaration by Independent Directors
Shri Subhash Verma and Shri Ved Prakash Verma independent directors of the Companyhave given a Declaration that they meet the criteria of Independence as laid down undersub section (6) of Section 149 of the Companies Act 2013 and regulation 16(1)(b) of thelisting 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 and senior management involvesa balance between fixed and incentive to the working of the Company 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:http://www.ansalabl.com/pdfs/Familiarisation-Programme-for-the-Independent-Directors.pdf
(F) DIRECTORS RESPONSIBILITY STATEMENT
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 such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitof the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
DISCLOSURES UNDER COMPANIES ACT 2013
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 Companys website www.ansalabl.com at weblinkhttp:// www.ansalabl.com/pdfs/Whistle-Blower-Policy.pdf
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 AuditCommittee Meetings were convened and held. There have been no instances during the yearwhen recommendations of the 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 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 statementsfor 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 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 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 ||: ||4.97 Lacs |
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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
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 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 website www.ansalabl.com at weblink: http://www.ansalabl.com/pdfs/Risk-Management-Policy.pdfs
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
All Related Party Transactions that were entered into during the financial year were onan arms length basis in the ordinary course of business and were in compliance withthe applicable provisions of the Act and the Listing Regulations. There were nomateriality significant Related Party Transactions made by the Company during the yearthat would have required Shareholder approval under Listing Regulations.
All Related Party Transactions are placed before the Audit Committee for approval.Omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit 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.
MATERIAL CHANGE AND COMMITMENTS
No changes affecting the financial position of the Company has occurred between theend of financial year 31st March 2016 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 Companys executives staff and workers.
| ||For & on Behalf of the Board |
| ||GOPAL ANSAL |
|Place: New Delhi ||Chairman cum Managing Director |
|Date: 25th May 2016 ||(DIN: 00014172) |
ANNUAL REPORT ON CSR
|1. A brief outline of the Companys 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 Companys web-site www.ansalabl.com 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. 165602700 |
|4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) ||Rs. 3312054 |
|5. Details of CSR spent during the financial year. || |
|a) Total amount to be spent for the financial year. ||Rs. 3320000 |
|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 |