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Ashiana Housing Ltd.

BSE: 523716 Sector: Infrastructure
NSE: ASHIANA ISIN Code: INE365D01021
BSE LIVE 15:42 | 17 Nov 175.35 -5.35
(-2.96%)
OPEN

182.90

HIGH

182.90

LOW

173.90

NSE 15:58 | 17 Nov 174.05 -5.20
(-2.90%)
OPEN

181.25

HIGH

182.80

LOW

173.00

OPEN 182.90
PREVIOUS CLOSE 180.70
VOLUME 89633
52-Week high 250.35
52-Week low 125.10
P/E 22.51
Mkt Cap.(Rs cr) 1,795
Buy Price 0.00
Buy Qty 0.00
Sell Price 175.35
Sell Qty 94.00
OPEN 182.90
CLOSE 180.70
VOLUME 89633
52-Week high 250.35
52-Week low 125.10
P/E 22.51
Mkt Cap.(Rs cr) 1,795
Buy Price 0.00
Buy Qty 0.00
Sell Price 175.35
Sell Qty 94.00

Ashiana Housing Ltd. (ASHIANA) - Director Report

Company director report

To

The shareholder(s)

Your Directors have pleasure in presenting the 31st Annual Report together with theaudited financial statement of the company for the year ended on 31st March 2017.

FINANCIAL SUMMARY

Standalone (Rs. in Lakhs)
Sl. No. Particulars Current Year Previous Year
2016-17 2015-16
1. Sales and other income 37031.79 52020.51
2. Profit before Depreciation 9933.20 15254.04
3. Depreciation 782.90 787.18
4. Profit after Depreciation but before Taxation 9150.30 14466.85
5. Provision for Taxation 2442.18 3666.51
6. Profit after Depreciation & Taxation 6708.12 10800.34
7. Surplus brought forward from previous year 2029.96 5411.56
8. Profit available for Appropriation 8738.08 16211.91
9. Proposed Dividend/Interim Dividend - 1023.52
10. Tax on Proposed Dividend/ Interim Dividend - 170.70
11. Transfer to Other Comprehensive income (22.45) (0.13)
12. Transfer from FVTOCI Reserve 153.72 12.41
13. Transfer to General Reserve 5000.00 12500.00
14. Transfer to Debenture Redemption Reserve 750.00 500.00
15. Transfer from Debenture Redemption Reserve 250.00 -
16. Balance Surplus carried to Balance Sheet 3369.35 2029.96

 

Consolidated (Rs. in Lakhs)
Sl. No. Particulars Current Year Previous Year
2016-17 2015-16
1. Sales and other income 39072.23 54266.90
2. Profit before Depreciation 9935.34 15126.45
3. Depreciation 787.78 796.92
4. Profit after Depreciation but before Taxation 9147.56 14329.53
5. Provision for Taxation 2446.89 3748.45
6. Profit after Depreciation & Taxation 6700.67 10581.07
7. Surplus brought forward from previous year 1959.33 5582.74
8. Profit available for Appropriation 8660.00 16163.81
9. Proposed Dividend/Interim Dividend - 1023.52
10. Tax on Proposed Dividend/ Interim Dividend - 208.36
11. Transfer to Other Comprehensive income (22.45) 6.39
12. Transfer from FVTOCI Reserve 162.06 23.40
13. Transfer to General Reserve 5000.00 12500.00
14. Transfer to Debenture Redemption Reserve 750.00 500.00
15. Transfer from Debenture Redemption Reserve 250 -
16. Balance Surplus carried to Balance Sheet 3297.95 1959.33

Note: The previous & current year figures are according to Ind AS

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

• The company registered a sales volume of 6.96 Lakhs sq. ft. in a sluggish marketwhere customer sentiment continued to be weak. The average realisation price decreasedfrom Rs.3293 to Rs. 3234 in FY17;

• On execution front we clocked an Equivalent Area Constructed (EAC) of 17.39Lakhs sq. ft. (AHL : 14.01Lakhs sq. ft. and partners: 3.39 Lakhs sq. ft.)

Operations

A brief summary of the on-going projects as on 31st March 2017 are as follows:

Project Name & Location Type Saleable Area (Lakhs sq. ft.) Area Booked (Lakhs sq. ft.)
Ashiana Dwarka** Comfort Homes 0.96 0.29
(Phase-II) (Jodhpur)
Ashiana Nirmay Senior Living 2.18 1.24
(Phase-I) (Bhiwadi)
Ashiana Tarang Comfort Homes 2.28 1.49
(Phase-I) (Bhiwadi)
Ashiana Surbhi Comfort Homes 1.30 0.83
(Phase-II) (Bhiwadi)
Vrinda Gardens* Comfort Homes 2.65 1.65
(Phase-II & Phase-III)
(Jaipur)
Gulmohar Gardens* Comfort Homes 2.10 1.47
(Phase-V & Phase VII)
(Jaipur)
Ashiana Umang Comfort Homes 5.86 4.08
(Phase-II & Phase-III)
(Jaipur)
Ashiana Shubham Senior Living 1.63 0.80
(Phase-I) (Chennai)
Ashiana Utsav Senior Living 0.63 -
(Phase-IV) (Lavasa)
Ashiana Anantara Comfort Homes 0.59 0.59
(Aries)
(Jamshedpur)
Ashiana Anmol Comfort Homes 4.16 1.49
(Phase-I) (Sohna)

*In partnership

**AHL's Share

Note : Ashiana Utsav Lavasa Phase - IV construction has commenced yet to launch forsales.

During the financial year under review there is no change in the nature of business ofyour company.

Launches:

Launches pertaining to the business of your company including its subsidiaries andpartnerships for the year 2016-17 and period subsequent thereto are given hereunder:

a) Ashiana Dwarka Jodhpur (Rajasthan): Launched Phase-II of project Ashiana Dwarkacomfort homes project in Jodhpur (Rajasthan) comprising 2/3BHK flats with total saleablearea of approximately 1.09 Lakhs sq. ft. (only AHL's share)

b) Gulmohar Gardens Jaipur (Rajasthan): Launched two phases i.e. Phase - VA andPhase - VII in Gulmohar Gardens Jaipur (Rajasthan). Gulmohar Gardens comprises comforthomes comprising 2BHK flats and 3BHK Villa in Phase - VA and 2BHK in Phase - VII withtotal saleable area of approximately 1.15 Lakhs sq. ft.

c) Vrinda Gardens Jaipur (Rajasthan): Launched Phase - III of project VrindaGardens comfort homes project in Jaipur (Rajasthan) comprising 3BHK flats with totalsaleable area of approximately 0.80 Lakhs sq. ft.;

Recognitions:

During the year under review your company was accorded the following awards:

a) Received Bhamashah Award from Govt. of Rajasthan for educational works for 2016separately for Jaipur & Bhiwadi.

b) NDTV Property Awards 2016 felicitated "Ashiana Dwarka" as "BudgetApartment Project of the Year" in Tier 2 cities."

c) Received CREDAI CSR Award 16-17 under the category "Education (Establishing ofschools educational institutions and creating educational facilities)."

d) Received CIDC Vishwakarma Awards 2017 under the category "Achievement Award forConstruction Skill Development."

Other developments

• CARE has maintained our credit rating as"CARE A(Is) [Single A (IssuerRating)]";

• Brickwork Ratings India (P) Ltd. (Brickwork) has reaffirmed debenture ratingduring the FY17 to "BWR A+(SO)" rating for redeemable Non-ConvertibleDebentures;

• Raised Rs. 30 crores through Secured Non-Convertible Debentures;

• Hand over started of Phase - I Surbhi;

• Hand over started of Phase - III & VI of Gulmohar Gardens;

• Hand over started of Phase - II & III of Ashiana Town Beta and Ashiana TownPlaza;

• Hand Over started of Ashiana Aangan Plaza;

• Hand over started of Phase - III of Utsav Lavasa;

• Hand over started of Phase - I & II of Ashiana Navrang;

• Hand over started of Phase - I of Ashiana Umang;

• Hand over started of Phase - I of Vrinda Gardens;

MANAGEMENT DISCUSSION ANALYSIS

Management Discussion Analysis which forms part of Directors' Report as per clause34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isgiven in the annual report.

SHARE CAPITAL

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 four 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 Director's 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 Director's Report.

RESERVATION AND QUALIFICATION IN AUDITOR'S REPORT

There are no adverse remarks or any reservation or qualifications either by theStatuary Auditors of the company or by the Secretarial Auditor in their report for theyear under review.

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 TRANSACTIONS

The particulars of related party transactions entered into by the company during theyear pursuant to Section 188 of Companies Act 2013 are given in Annexure IV.

GENERAL RESERVE

An amount of Rs.500000000 has been transferred to General Reserve in respect ofFinancial Year under review.

DIVIDEND

The Board of Directors of your company has recommended the final dividend @12.50 % i.e.Rs.0.25 per equity share of Rs.2/- for the Financial Year 2016-17. Approval for which isbeing 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 on financialposition of the company between the end of financial year and the date of this report.

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.126.01 Lakhs.

RISK MANAGEMENT

Details of the Risk Management Committee are given in the Corporate Governance sectionand is also discussed in Management Discussion and Analysis section of the annual reportwhich 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 Annexure VI.

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.

DIRECTORS

There were no changes in the directors and key managerial personnel during the yearunder review.

SUBSIDIARY COMPANIES

During the under review no new company became subsidiary of your company. AshianaMaintenance Services Ltd. a wholly owned subsidiary company has been converted intolimited liability partnership namely Ashiana Maintenance Services LLP w.e.f. 22ndDecember 2016.

A statement pursuant to Rule 5 & 8 of Chapter IX company (Accounts) rules 2014containing salient features of the financial statements of the subsidiaries/associatecompanies/joint ventures of the company is given in Annexure VIII

FIXED DEPOSITS

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 were observed.

AUDITORS

a) Statutory Auditors

The shareholders of the company had appointed M/s. B. Chhawchharia & Co. CharteredAccountants as statutory Auditors' of the company for a period of three years from theconclusion of annual general meeting held on 29th August 2014. The term of existingauditors is going to be completed in the forthcoming annual general meeting of the companyas they have completed more than ten years as statutory auditors of the company.Accordingly in terms of the provisions of Companies Act 2013 they shall not be eligiblefor reappointment as statutory auditors of the company for five years from such completionof term. It is recommended to appoint M/s. VMSS & Associates Chartered Accountantsas statutory auditors of the company for a term of five years starting from the conclusionof this annual general i.e. from 31st annual general meeting till the conclusion of 36thannual general meeting.

The said appointment will be subject to ratification at every annual general meeting.

b) Secretarial Audit Report

The Board has appointed M/s. A.K. Verma & Co. Practising Company Secretaries toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended 31st March 2017 is given in Annexure IX. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

c) Cost Auditor

Based on the recommendation of audit committee Mr. Santosh Pant of M/s. Pant S. &Associates Cost Accountants having Membership No. 32283 has been appointed by the Boardas the Cost Auditors of the company for the Financial Year 2016-17 subject to ratificationof remuneration by the Members. The company has received a letter from him to the effectthat this appointment would be within the limits prescribed under section 141(3)(g) of theCompanies Act 2013 and that they are not disqualified for such appointment in terms ofthe provisions of the Companies Act 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The company was not required to transfer any amount of unpaid/unclaimed dividend in theyear 2016-17 as the company had issued bonus shares in 2008-09 and no dividend was paid inthat year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review none of the employees of the company was in receipt of theremuneration 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. List of top ten employees in terms of remuneration drawn is given in AnnexureX.

ACKNOWLEDGMENTS

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 Tamilnadu 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 co-operation 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)