The Directors have pleasure in presenting the thirty fourth Annual Report on thebusiness and operations of the Company together with Audited Financial Statements for theyear ended 31st March 2018
The working Results of the Company are briefly given below:
| ||Current Year ||Previous Year |
| ||(Rs In Lakh) ||(Rs In Lakh) |
|Sales & Other Income ||7473.33 ||5327.67 |
|Profit before Interest & Depreciation etc. ||1702.11 ||1300.58 |
|Less: || || |
|Finance Cost ||1073.85 ||1142.23 |
|Depreciation and Amortization ||91.61 ||120.94 |
| ||1165.46 ||1263.17 |
|Profit/(Loss) before Tax ||536.65 ||37.41 |
|Less: Tax Expenses || || |
|Current Tax ||378.55 ||146.10 |
|Deferred Tax ||15.14 ||8.51 |
|Provision for taxation from earlier years ||-- ||-- |
|Profit/(Loss) after Tax ||142.95 ||(117.20) |
|Add: Other Comprehensive Income ||34.88 ||(5.30) |
|Add: Surplus Profit Brought || || |
|Forward from Previous Year ||249.35 ||371.85 |
|Retained earnings at the end of the year ||427.18 ||249.35 |
The Company has adopted Indian Accounting Standards ("IND AS") from April 12017 and accordingly the financial statements have been prepared in accordance with theCompanies (Indian Accounting Standards)
Rules 2015 (IND AS) prepared under Section 133 of the Companies Act 2013. The date oftransition to IND AS is April1 2016. Figures for the corresponding year ended March 312017 have been restated to comply with IND AS.
Your Directors are pleased to recommend for your approval payment of Dividend at therate of Rs 0.50 per ordinary equity share i.e. 5% for the year ended 31st March 2018(previous year nil).
Other Equity at the beginning of the year was Rs 9132.84 lakhs. Other Equity at the endof year i.e. 31st March 2018 is Rs 9307.88 Lakhs.
REVIEW OF OPERATIONS / STATE OF COMPANY'S AFFAIR
During the year under review Profit before Tax is at Rs 536.65 lakhs as against lastyear Rs 37.41 lakhs. The sales and other income is Rs 7473.33 lakhs as against previousyear Rs 5327.67 lakhs. Profit after tax at the end of the year is Rs 142.95 lakhs asagainst previous year loss after tax Rs 117.20. Other Equity stood at Rs 9307.88 lakhs asat 31st march 2018.
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 25 th may 2011.
ISO is a powerful set of statistical and management tool that can create dramaticincrease in systematic productivity customers satisfaction and shareholders' value. YourCompany continues to adhere to its true spirit along with the system and procedures laiddown 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 Company a fair efficientand 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 decisions takenin the interest of Company; Independence' on part of top management to take all corporatedecisions on business prudence.
The requisite certificate from Independent Auditors M/s I. P Pasricha & Co.Chartered 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 withManagement's Discussion and Analysis Report which forms an integral part of the AnnualReport.
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 2018-19.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the provisions of Section 135 of the Companies Act 2013 the Boardof Directors has re-constituted a Corporate Social Responsibility (CSR) Committee headedby Shri Subahsh Verma as chairman with Shri Gopal Ansal and Shri Suresh Kumar Gupta asmembers on 13th February 2018. During the year under review shri V. P. Verma had resignedfrom the membership of the committee on 27th October 2017. As on 13th February 2018 ShriSuresh Kumar Gupta was appointed as the member of the committee. Shri Subhash Verma andShri Suresh Kumar Gupta are Independent Directors. Shri Ajay Kumar Pandita CSR Inchargelooks after the day to day operation of CSR activities of the Company as approved by CSRCommittee. The Corporate Social Responsibility Committee has formulated and recommended tothe Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activitiesto be 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://ansalabl.com/pdfs/Corporate-Social-Responsibility-CSR-Committee-and-its-Policy-12318.pdf
CIN : L45201DL1983PLC017225
During the period under review the Company has identified two core areas of engagement;Rural Development and Health. 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 years is Rs 907.56 lakhs. It washence required to spend Rs 18.16 lakhs (Eighteen lakhs Sixteen Thousand only) being 2% ofaverage net profit of the Company made during the three immediately preceding financialyears
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'
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 wholly owned 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 M/s Triveni Apartments Pvt. Ltd. in order to have better and effective controlover the affairs of Company. These subsidiary companies do not fall under the category ofMaterial subsidiary company' under Regulation 16(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 Company has also one Associate Companyviz. 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 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 2014 form part of the Annual Report and are reflected in theconsolidated financial statement of the Company.
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 dematerialization formhas been made compulsory for all investors.
Dematerialization form of trading would facilitate quick transfer and save stamp dutyon transfer of shares. Members are free to keep the shares in physical form or to hold theshares with a "DEPOSITORY
PARTICIPANT" in demat form. However from December 5 2018 no shares in physicalform will be lodged for transfer and only shares in dematerialized form will betransferred. For this purpose the Company has appointed M/s Link Intime India Pvt. Ltd. asRegistrar and Share Transfer Agent (RTA) of the Company.
The specific ISIN No. allotted to the Company by NSDL and CDSL is INE030C01015.
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 443312/- for the year 2009-10(including interest due thereon) were due for transfer to the said IEPF and the Companyhad transferred said unclaimed dividend of Rs 443312/- to the said IEPF in time.
AUDITORS AND AUDITORS' REPORT
The period of office of M/s Sekhri & Associates Chartered Accountants theIndependent Auditor had expired at the conclusion of 33rd Annual General Meetingtherefore the Board of Directors and Audit Committee in their meeting held on 29th May2017 recommended the name of M/s Shashi Verma & Company Chartered Accountants (FirmRegistration No. 018467N) I-23 (Basement) Lajpat Nagar-III New Delhi -
110024 for the appointment as Independent Auditors of the Company for a period of 5years from financial year 2017-2018 to 2022-2023 subject to ratification of theirappointment in each Annual General Meeting. M/s Shashi Verma & Company had submitted acertificate confirming that their appointment if made will be in accordance with Section139 read with Section 141 of the Companies Act 2013. However M/s Shashi Verma &Company had resigned from the Auditorship of the Company on 27th September 2017 due totheir pre-occupation and their inability to carry out the statutory audit keeping in viewthe large size of the Company. Pursuant to provisions of Section 139 142 and otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the Company had appointed M/s I. P. Pasricha & companyChartered Accountants (Firm Registration No. 000120N) as Independent Auditors of the
Company in its EGM held on Friday the 8th December 2017 to holdofficefor a term of 5consecutive years from 27th September 2017 till the conclusion of the 38th Annual GeneralMeeting to fill the casual vacancy arised due to resignation of M/s Shashi Verma &Company subject to ratification of their appointment by the members annually at aremuneration to be decided annually by the Board of Directors of the Company. Theappointment of M/s I. P. Pasricha & company as Independet Auditors of the Company isbeing ratified for the Financial Year 2018-19 in the ensuing Annual General Meeting.
The notes on financial statements referred to in Auditors Report are self explanatoryand do not call for any further comments except the Auditors commented in their reportthat the Company has some delay in payment of Government dues and in repayment of dues tofinancial institutions and Banks as mentioned in para (vii) and (viii) of Annexure to theAuditors' Report. The Company is taking appropriate action that there should not be anydelay as such in 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 secretaries in practice (C.P. No.1999) to undertake the secretarial audit of the company for the year ended 31st March2018. The Secretarial Audit Report given by M/s Mahesh Gupta & Company is annexedherewith as Annexure B' There is no qualification reservation or significantadverse remark made by Secretarial Auditors of the Company in their report for thefinancial year 2017-18 except delay in appointment of Independent Directors of theCompany for a short period of
11 days. There were some instances where Company has not forwarded brief profile ofDirector/Auditor to stock exchange in case of appointment and some cases where informationwere late filed to the Stock Exchange. However the said information were uploaded onCompany's website i.e. ansalabl.com in time. The directors have noted their observationand advised that such delay should 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 2017-18 and a cost compliancecertificate has been optained for the above
(A) Change in Directors and Key Managerial Personnel
During the year under review Shri Gaurav Mohan Puri the Whole Time Director (Projects)had resigned as WTD and Directorship of the Company on 25th September 2017. Shri V. P.Verma and Smt. Kaadambari Puri Independent Directors of the Company had resigned from theDirectorship of the Company respectively on 27th October 2017 and 2nd November 2017.
The Board of Directors of the Company in their meeting held on 13th February 2018 hadappointed Shri Suresh Kumar Gupta and Shri Deep Chand as Independent Directors of theCompany with immediate effect. Shri Deep Chand had resigned on 26th March 2018 from theDirectorship of the Company.
In accordance with provision of Section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Smt. Ritu Ansal Director (DIN 00667175) of the Company retiresby rotation and being eligible offers herself for reappointment. Shri Subhesh Verma (DIN00017439) non-executive Independent Director of the Company is being reappointed as anIndependent Director of the Company to hold office for five consecutive years for a termfrom 1st April 2019 to 31st March 2024. In accordance with the provisions of theCompanies Act 2013 read with schedule V and Articles of Association of the CompanyNomination and Remuneration Committee in their meeting held on 8th December 2017 andBoard of Directors in their meeting held on 8th December 2017 have recommendedappointment of
Shri Gopal Ansal as Chairman cum Managing director and fixation of his remunerationw.e.f. 8th December 2017 for further period of three years.
There was no change in Key Managerial Personnel during the year under review.
(B) Declaration by Independent Directors
Shri Subhash Verma and Shri Suresh Kumar Gupta 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 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: http://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 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 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 re-constituted an Audit Committee with Shri Subhash Verma as chairman andShri Suresh Kumar Gupta and Shri Gopal Ansal as members. There have been no instancesduring the year when recommendations of the Audit Committee were not accepted by theBoard.
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 policy also provides adequate safeguards against victimization of directors andemployees who avail the vigil mechanism. The "Whistle Blower policy" as approvedby the Board of Directors was uploaded on the Company's website www.ansalabl.com atweblink http://ansalabl.com/pdfs/Whistle-Blower-Policy.pdf
Board and Committee Meetings
Agenda of Board and Committee Meetings held during the year was circulated in advanceto the Directors.
During the year under review five Board Meetings and four 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 notes of standalone financial statements fordetails.
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:
CIN : L45201DL1983PLC017225
(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 earnings and Outgo during the period are: || |
|Foreign Exchange Earning ||Nil |
|Foreign Exchange Outgo ||Rs 1.38 Lakhs |
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 Managerial Personnel) Rules2014 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 Remunerationof 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's web-site www.ansalabl.com at weblink:http://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 arm's length basis in the ordinary course of business and were in compliance with theapplicable 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's approval underListing 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 the Audit Committee for its review on a quarterlybasis.
Disclosure as required by the Indian Accounting Standard (IND AS-24) has been made innotes to the financial statement. Your Directors draw attention of the members to Note 37to the standalone financial statement which sets out related party disclosures.
MATERIAL CHANGE AND COMMITMENTS
No changes affecting the financial position of the Company have occurred between theend of financial year on 31st March 2018 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. That the Company has complied with provisions relating to the constitution ofInternal complaints committee under the Sexual Harassment of Women at Work Place(Provision Prohibition and Redressal) Act 2013. During the year under review there wereno cases filedpursuant to the Sexual Harassment of Women at workplace (PreventionProhibition 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 |
| ||GOPAL ANSAL |
|Place : New Delhi ||Chairman cum Managing Director |
|Date : 30th May 2018 ||(DIN : 00014172) |