Your Directors have pleasure in presenting the 30th Annual Report together with theaudited financial statement of the company for the year ended on 31st March 2016.
Rs. in Lakhs
|Sl. No. Particulars ||Current Year 2015-16 ||Previous Year 2014-15 |
|1. Sales and other income ||51320.82 ||14046.29 |
|2. Profit before Depreciation ||14853.09 ||5522.74 |
|3. Depreciation ||771.50 ||784.87 |
|4. Profit after Depreciation but before Taxation ||14081.59 ||4737.87 |
|5. Provision for Taxation ||936.84 ||170.89 |
|6. Profit after Depreciation and Taxation ||13144.75 ||4566.97 |
|7. Surplus brought forward from previous year ||2567.60 ||2257.45 |
|8. Profit available for Appropriation ||15712.42 ||6824.43 |
|9. Proposed Dividend/ Interim Dividend ||511.76 ||511.76 |
|10. Tax on Proposed Dividend/Interim Dividend ||104.18 ||66.52 |
|11. Transfer to General Reserve ||12500.00 ||3500.00 |
|12. Transfer to Debenture Redemption Reserve ||500.00 ||- |
|13. Depreciation adjustment as per Companies Act 2013 (Net of deffered tax Rs. 9446000 thereon) ||0.00 ||178.48 |
|14. Balance Surplus carried to Balance Sheet ||2096.48 ||2567.67 |
|Consolidated || ||Rs. in Lakhs |
|Sl. No. Particulars ||Current Year 2015-16 ||Previous Year 2014-15 |
|1 Sales and other income ||53605.27 ||16443.79 |
|2 Profit before Depreciation ||14770.11 ||5711.78 |
|3 Depreciation ||781.24 ||802.78 |
|4 Profit after Depreciation but before Taxation ||13988.87 ||4909 |
|5 Provision for Taxation ||1033.93 ||256.09 |
|6 Profit after Depreciation and Taxation ||12954.94 ||4652.91 |
|7 Minority Interest ||15.84 ||3.91 |
|8 Profit after Minority Interest ||12939.10 ||4648.99 |
|9 Surplus brought forward from previous year ||2691.70 ||2329.40 |
|10 Profit available for Appropriation ||15630.80 ||6978.39 |
|11 Proposed Dividend/ Interim Dividend ||511.76 ||511.76 |
|12 Tax on Proposed Dividend/ Interim Dividend ||104.18 ||104.18 |
|13 Transfer to General Reserve ||12489 ||3490 |
|14 Transfer to Debenture Redemption Reserve ||500 ||- |
|15 Depreciation adjustment as per Companies Act 2013 (Net of deffered tax Rs. 9446000 thereon) ||- ||180.75 |
|16 Balance Surplus carried to Balance Sheet ||2025.86 ||2691.70 |
KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS
The company registered a sales volume of 8.63 lakhs sq. ft. in a sluggish marketwhere customer sentiment continues to be weak. The average realisation price increasedfrom Rs. 3022 to Rs. 3293 in FY16;
This is our second year of executing more than 20 lakh sq ft. We clocked a newrecord of 23.44 lakhs sq. ft. of EAC (Equivalent Constructed Area).
A brief summary of the on-going projects is as on 31st March 2016 are as follows:
|Project Name & Location ||Type ||Saleable Area (lakhs sq. ft.) ||Area Booked as on 31-03-2016 (lakhs sq. ft.) |
|Ashiana Town Beta (Phase-2 & Phase-3) (BHIWADI) ||Comfort Homes ||9.55 ||4.81 |
|Ashiana Town Plaza (BHIWADI) ||Commercial ||0.04 ||0.04 |
|Ashiana Nirmay (Phase-1) (BHIWADI) ||Senior Living ||2.18 ||0.76 |
|Ashiana Tarang (Phase-1) (BHIWADI) ||Comfort Homes ||2.28 ||1.18 |
|Ashiana Surbhi (Phase 1& Phase -2) (BHIWADI) ||Comfort Homes ||3.73 ||2.83 |
|Vrinda Gardens* (Phase -1& Phase-2) (JAIPUR) ||Comfort Homes ||6.42 ||4.12 |
|Gulmohar Gardens* (Phase-3& Phase 5) (JAIPUR) ||Comfort Homes ||3.3 ||2.48 |
|Gulmohar Gardens Plaza* & Studio Apartment (JAIPUR) ||Commercial ||0.45 ||0.32 |
|Ashiana Umang (Phase-1to Phase-3) (JAIPUR) ||Comfort Homes ||9.87 ||6.56 |
|Ashiana Shubham (Phase-1) (CHENNAI) ||Senior Living ||1.63 ||0.12 |
|Ashiana Utsav (Phase-3 & Phase-4) (LAVASA) ||Senior Living ||1.24 ||0.24 |
|Ashiana Navrang (Phase-1 & Phase-2) (HALOL) ||Comfort Homes ||3.08 ||2.31 |
|Ashiana Anantara (Aries) (JAMSHEDPUR) ||Comfort Homes ||0.59 ||0.44 |
|Ashiana Anmol (Phase-1) (SOHNA) ||Comfort Homes ||4.17 ||1.11 |
|Total || ||48.53 ||27.32 |
During the financial year under review there is no change in the nature of business ofyour company.
Launches pertaining to the business of your company including its subsidiaries andpartnerships for the year 2015-16 and period subsequent thereto are given hereunder:
a) Ashiana Tarang Bhiwadi (Rajasthan): Launched Phase-1 of project Ashiana Tarangcomfort homes project in Bhiwadi (Rajasthan) comprising 2/3 BHK flats with total saleablearea of approximately 2.28 lakhs sq. ft.;
b) Ashiana Anantara Aries Jamshedpur (Jharkhand): Launched one phase namely Ariesin Ashiana Anantara in Jamshedpur (Jharkhand). Ashiana Anantara Aries comprises comforthomes comprising 2/3 BHK flats with total saleable area of approximately 0.59 lakhs sq.ft.;
c) Ashiana Shubham Chennai (Tamil Nadu): Launched Phase-1 of Ashiana Shubhamproject senior living in Chennai (Tamil Nadu). This phase comprises of 1/2/3 BHK flatswith total saleable area of approximately 1.63 lakhs sq. ft.;
d) Ashiana Town Plaza Bhiwadi (Rajasthan): Launched Commercial block in ProjectAshiana Town. Ashiana Town Plaza has 10 shops with a total saleable area of approximately0.04 lakhs sq. ft.;
a) Kolkata Land: Entered into a Development Agreement with M/s. Bengal Shriram HiTech City Private Limited (a group company of Bangalore based Shriram Properties Ltd.)for development of senior living and regular housing project on a piece of land measuring19.72 acres situated at Mouza Bhadrakali Uttarpara Kotrang Municipality Kolkata WestBengal. The entire project will have a total saleable area of approximately 15 lakhs sq.ft.;
b) Jamshedpur Land: Entered into a Development Agreement for development of aRegular Group Housing Project. This project has 7 acres (approx.) of land withsaleable area of 6.83 lakhs sq. ft. (approx.). The land for the proposed project issituated at Village Asangi Thana no. 126 Adityapur Jamshedpur;
c) Jaipur Land:
Entered into a Development Agreement for development of regular group housingproject on piece of land measuring 8.838 acres situated at village Keshopura Ajmer RoadTehsil Sanganer Jaipur (Rajasthan). The entire project will have a total saleable area ofapproximately 9 lakhs sq. ft.;
Ashiana acquired land measuring 6.9 acres situated near Mahindra World City inSanganer Jaipur (Rajasthan). The entire project will have a total saleable area ofapproximately 6.70 lakhs sq. ft.;
During the year under review your company was accorded the following awards:
a) Received Bhamashah award for contribution made in the field of education by theGovt. of Rajasthan 2015;
b) Received award from FICCI "Category II - CSR Award for Small and MediumEnterprises (SMEs) with turnover Upto 200 Crores per annum."
CARE has upgraded our credit rating from "CARE A-(Is)" to "CARE A(Is) [Single A (Issuer Rating)]";
ICRA has reaffirmed its rating A- (ICRA) A minus;
Brickwork Ratings India (P) Ltd. (Brickwork) has given BWR A+(SO) rating toredeemable Non Convertible Debentures;
Raised Rs. 20 crores through Secured Non Convertible Debentures;
Hand over started of Partial Phase V & VII of Rangoli Gardens in Jaipur;
Hand over started of Phase I & II of Gulmohar Gardens in Jaipur;
Hand over started of Phase I of Ashiana Town Beta in Bhiwadi;
Hand over started of Phase I of Ashiana Aangan in Neemrana;
Hand over started of Phase I of Ashiana Dwarka in Jodhpur
Hand over started of Phases of Leo Gemini & Orient in Ashiana Anantara inJamshedpur;
Hand over started of Phase II of Ashiana Utsav in Lavasa
The Securities Exchange Board of India (SEBI) on 2 Septemeber 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforce ability. The said regulations were effectivefrom 1st December 2015. Accordingly all listed entities were required to enter into theListing Agreement within six months from the effective date. The company entered intoListing Agreement with BSE Ltd. and National Stock Exchange of India Limited duringJanuary 2016.
MANAGEMENT DISCUSSION ANALYSIS
Management Discussion Analysis which forms part of Directors Report as per clause34(2) (e) is given in the annual report.
An Amount of Rs. 1250000000 has been transferred to General Reserve in respect ofFinancial Year under review.
The Board of Directors of your company has paid an interim dividend @ 25 % i.e. Rs.0.50 per equity share of Rs. 2/- for the Financial Year 2015-16. Approval/Ratification forwhich is being placed before the members in the upcoming Annual General Meeting.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments which have affect the financialposition of the company between the end of financial year and the date of this report.
Share Capital of the company consist of equity capital only. There are no shares withdifferential rights as to dividend voting or otherwise. Further there are no debentureswith convertible rights.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return of your company pursuant to Section 92(3) of theCompanies Act 2013 is given herewith as Annexure I
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors duly met five times during the year in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the minutes book maintained for the purpose.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 the Directors of yourcompany hereby states that:
1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
2. The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe Profit and Loss of the company for that period;
3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
4. The Directors had prepared the annual accounts on a Going Concern Basis;
5. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
6. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such system were adequate and operating effectively.
DISCLOSURES FROM INDEPENDENT DIRECTORS
Mr. Abhishek Dalmia Mr. Hemant Kaul and Ms. Sonal Mattoo all independent directors ofthe company have given the requisite declaration in the Board meeting stating that theymeet the criteria of independence as provided in Section 149(6) of Companies Act 2013.
AUDIT COMMITTEE AND VIGIL MECHANISM
Details of the Audit committee terms of reference of the audit committee and vigilmechanism of the company is given in the Corporate Governance section of the annual reportwhich forms part of the Directors Report.
POLICY OF NOMINATION AND REMUNERATION COMMITTEE
Details of the Nomination & Remuneration Committee terms of reference of thisCommittee is given in the Corporate Governance section of the annual report which formspart of the Directors Report.
REMUNERATION OF DIRECTORS
The disclosure pursuant to Section 197(12) of the Companies Act 2013 relating to theremuneration of each director is given in Annexure II.
LOANS GUARANTEE AND INVESTMENTS
The particulars of Loans Guarantee and Investments made by company under Section 186of Companies Act 2013 is given in Annexure III.
PARTICULARS OF RELATED PARTY TRANSACTION
The particulars of related party transactions entered into by the company during theyear pursuant to Section 188 of Companies Act 2013 are given in
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Particulars with respect to Conservation of Energy and Technology Absorption as persection 134(3) (m) read with Rule 8(3) of Chapter IX of the Companies Act 2013 are givenin Annexure V.
During the year under review there has been no foreign exchange earnings but there hasbeen foreign exchange outgo of Rs. 104.87 Lakhs.
Details of the Risk Management Committee and its policy are given in the CorporateGovernance section of the annual report which forms part of the Directors Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Details of the Corporate Social Responsibility Committee and its policy are given inthe Corporate Governance section and also in Management Discussion and Analysis of theannual report which forms part of the Directors Report.
A report on Corporate Social Responsibility initiative undertaken by the company duringthe year is given in
FORMAL ANNUAL EVALUATION OF THE BOARD
A statement indicating the performance of the Board and its committee and itsindividual directors is given in Annexure VII.
There were no changes in the directors and key managerial personnel during the yearunder review.
During the under review no new company became subsidiary of your company nor any of theexisting subsidiary companies ceased to be its subsidiary company.
A statement pursuant to Rule 5 & 8 of Chapter IX company (Accounts) 2013containing salient features of the financial statements of the subsidiaries / associatecompanies/joint ventures of the company is given in Annexure VIII
During the year under review your company had neither invited nor accepted any depositsfrom the public in terms of the provisions of the Companies Act 2013 read with Rules.
ORDERS OF COURT/TRIBUNAL/REGULATOR
During the year under review there was not any order passed by the regulators or courtsor tribunals which was material enough to impact the going concern status and operationsof your company.
INTERNAL FINANCIAL CONTROLS
The company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
RESERVATION AND QUALIFICATION IN AUDITORS REPORT
There are no adverse remarks or any reservation or qualifications by the StatuaryAuditors of the company in its report for the year under review.
The shareholders of the company had appointed M/s. B. Chhawchharia & Co.Chartered Accountants as statutory Auditors of the company for a period of threeyears from the conclusion of their Annual General Meeting held on 29th August 2014. Thesaid appointment was made subject to ratification at every annual general meeting. Aresolution ratifying the appointment of auditors of the company M/s. B. Chhawchharia& Co. as statutory auditors is being placed before the shareholders of the company.The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
Secretarial Audit Report
The Board has appointed M/s. A.K. Verma & Co. Practising Company Secretary toconduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report forthe financial year st March 2016 is given in ended 31 Annexure IX. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.
During the financial year Mr. Ram Awtar Sunar who was appointed as cost auditor of thecompany by the Board resigned due to his personal reason. Based on the recommendation ofaudit committee Mr. Santosh Pant Cost Accountant having Membership No. 32283 has beenappointed by the Board as the Cost Auditors of the company for the Financial Year 2015-16to fill the casual vacancy so created subject to ratification of his remuneration by theMembers. The company has received a letter from him to the effect that his appointmentwould be within the limits prescribed under section 141(3)(g) of the Companies Act 2013and that he is not disqualified for such appointment in terms of the provisions of theCompanies Act 2013.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The company transferred on 13th November 2015 Rs. 1365186/- to the InvestorEducation and Protection Fund established by the central government in compliance withsection 125 of the Companies Act 2013. This amount represented the unclaimed dividend inrespect of the financial year 2007-08 which was lying with the company for a period ofseven years from the date of transfer to unpaid-unclaimed dividend account. Prior totransferring the aforesaid sum the company had sent reminders to the shareholders andalso been reminding to the shareholders about unpaid unclaimed dividend in every annualreport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year under review none of the employees of the company was in receipt ofremuneration as specified in rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 read with the provisions of section197(12) of the Companies Act 2013 or was in receipt of the remuneration in excess ofthat drawn by Managing Director or Whole Time Director and is/was holding along withhis/her spouse and dependent children not less than two percent of the equity shares ofthe company.
The Board of Directors takes this opportunity to express its grateful thanks and wishto place on record its appreciation to the Government of India the Govt. of Rajasthanthe Government of Maharashtra the Govt. of Jharkhand the Govt. of Gujarat the Govt. ofHaryana the Govt. of West Bengal and Govt. of Tamil Nadu and their agencies for providingus excellent business opportunities to our bankers for their continued support andguidance from time to time and to the employees of the company at all levels for thecontinued cooperation and unstinted support extended to the company. The Directors alsoexpress their sincere thanks to all the shareholders suppliers/vendors investors andcustomers for their continued support and trust they have reposed in the Management.
|For and on behalf of the Board || |
|Vishal Gupta ||Ankur Gupta |
|(Managing Director) ||(Jt. Managing Director) |