You are here » Home » Companies » Company Overview » Ansal Buildwell Ltd

Ansal Buildwell Ltd.

BSE: 523007 Sector: Infrastructure
NSE: N.A. ISIN Code: INE030C01015
BSE 00:00 | 20 May 95.00 -0.55
(-0.58%)
OPEN

100.00

HIGH

100.00

LOW

93.05

NSE 05:30 | 01 Jan Ansal Buildwell Ltd
OPEN 100.00
PREVIOUS CLOSE 95.55
VOLUME 1191
52-Week high 144.75
52-Week low 42.40
P/E 4.11
Mkt Cap.(Rs cr) 70
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 100.00
CLOSE 95.55
VOLUME 1191
52-Week high 144.75
52-Week low 42.40
P/E 4.11
Mkt Cap.(Rs cr) 70
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

The Directors have pleasure in presenting the thirty seventh AnnualReport on the business and operations of the Company together with Audited FinancialStatements for the year ended 31st March 2021

FINANCIAL SUMMARY/RESULTS

The working Results of the Company are briefly given below:

Current Year Previous Year
(Rs. In Lakh) (Rs. In Lakh)
Sales & Other Income 7517.83 6195.98
Profit before Interest & Depreciation etc. 1712.67 1403.13
Less:
- Finance Cost 848.26 936.68
- Depreciation and Amortization 135.77 350.90
984.03 1287.58
Profit/(Loss) before Tax 728.64 115.55
Less: Tax Expenses
Current Tax 174.70 (8.66)
Deferred Tax (152.81) 41.74
Profit / (Loss) after Tax 706.75 82.47
Add: Other Comprehensive Income (8.74) (13.30)
Add: Surplus Profit brought forward from previous year (369.22) (438.39)
Retained Earning 328.79 (369.22)

The Company has adopted Indian Accounting Standards ("INDAS") from April 1 2017 and accordingly the financial statements have been preparedin accordance with the Companies (Indian Accounting Standards) Rules 2015 (IND AS)prepared under Section 133 of the Companies Act 2013. The date of transition to IND AS isApril1 2016.

DIVIDEND

Your Directors are pleased to recommend for your approval payment ofdividend at the rate of Rs. 0.50 per ordinary equity share i.e. 5% for the year ended 31stMarch 2021. (previous year NIL)

OTHER EQUITY

Other Equity at the beginning of the year was Rs 8507.76 lakhs. OtherEquity at the end of year i.e. 31st March 2021 is Rs. 9206.22 Lakhs.

REVIEW OF OPERATIONS / STATE OF COMPANY'S AFFAIR

During the year under review profit before Tax is at Rs. 728.64 lakhsas against last year's profit before tax Rs. 115.55 lakhs. The sales and other incomeis 7517.83 lakhs as against previous year 6195.98 lakhs. Profit after tax at the end ofthe current year is Rs. 706.75 lakhs. Other Equity stood at Rs. 9206.22 lakhs as at 31stmarch 2021.

The operational performance of the Company has been comprehensivelydiscussed in the Management Discussion and Analysis Report and the same forms part of thisDirectors' Report.

IMPACT OF COVID-19 PANDEMIC

COVID-19 Pandemic has caused unprecedented economic disruption globallyand in India. The Company is sensitive about the impact of the Pandemic not only on thehuman life but also on business operation. The extent to which the COVID-19 pandemic willimpact the Company's result will depend on future developments which are highlyuncertain. The Company has taken proactive measures to comply with various directions /regulations / guidelines issued by government and local bodies to ensure safety ofworkforce across all its offices and sites. The Government of NCT of Delhi imposedlockdown in the state on 19th April 2021 which was extended up to 7thJune 2021. The Company has made initial assessment of the likely adverse impact oneconomic environment in general and other operational and financial risks on account ofCOVID-19. Though there has been a sharp decrease in demand arising from lockdown measuresannounced by government the Company is continuously monitoring the progress and hopes themarket to improve in near future. Further the Reserve Bank of India has granted relief toborrowers by way of moratorium of interest and principal installments falling due toIndian Banks and financial institutions.

ISO 9001:2008 CERTIFICATION

We have immense pleasure to inform all of you that your Company hasbeen awarded ISO 9001:2008 certification on 25th may 2011.

ISO is a powerful set of statistical and management tool that cancreate dramatic increase in systematic productivity customers satisfaction andshareholders' value. Your Company continues to adhere to its true spirit along withthe system and procedures laid down in its "QUALITY MANUAL"

CORPORATE GOVERNANCE

Corporate governance refers to the accountability of the Board ofdirectors to all stakeholders of the Company i.e. shareholders employees supplierscustomers and society at large towards giving the Company a fair efficient andtransparent administration. To accomplish this goal we constantly follow the principles of‘Transparency' the quality of disclosure which enables one to understand thetruth easily; ‘Accountability' means the responsibility to explain the resultsof decisions taken in the interest of Company; Independence' on part of topmanagement to take all corporate decisions on business prudence.

The requisite certificate from Independent Auditors M/s I. P Pasricha& Co. Chartered Accountants confirming the compliance of the provisions of thecorporate governance as stipulated in SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 is attached to the report on Corporate Governance alongwith Management's Discussion and Analysis Report which forms an integral part of theAnnual Report.

LISTING

The Equity shares of the Company are listed at Bombay Stock ExchangeLimited (BSE). The Company has paid Listing Fee to the said exchange up to the financialyear 2021-22.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the provisions of Section 135 of the Companies Act2013 the Board of Directors has constituted a Corporate Social Responsibility (CSR)Committee headed by Shri Subahsh Verma as chairman with Shri Gopal Ansal and Smt. SumanDahiya as members. Smt. Suman Dahiya Independent Director was appointed as a member ofCSR committee on 30th May 2019. Shri Ajay Kumar Pandita CSR Incharge looksafter the day to day operation of CSR activities of the Company as approved by CSRCommittee.

The Corporate Social Responsibility Committee has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at thelink: http://www.ansalabl.com/pdfs/Corporate-Social-Responsibility-CSR-Committee-and-its-Policy-12318.pdf

During the period under review the Company has identified two coreareas of engagement; Rural Development and Health. The Company would / may also undertakeother need based initiatives in compliance with schedule VII to the Act.

The Company is supporting various CSR programs through implementingagency ‘Gyan Bharti Trust' and ‘Rotary club of Gurgaon South City CommunityService Society (Regd.)'.

The average net profit of the Company computed as per Section 198 ofthe Companies Act 2013 during three immediately preceding financial years is Rs. (21.32)lakhs. Prescribed CSR expenditure i.e. 2% of above comes around Rs. (0.426) lakhs.Therefore the Company is not required to spend any amount on CSR for the financial year2020-21..

Since it was not required to spend any amount on CSR for the last twoyears viz 2019-20 & 2020-21 and company does not have any amount unspent for previousyears a ‘NIL' annual report on CSR is attached as Annexure ‘A'.

SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review no company has become or ceased to besubsidiary Joint venture or associate companies. The Company has 100% shareholding of itsfive non listed Indian wholly owned subsidiary companies i.e. M/s Ansal Real EstateDevelopers Pvt. Ltd. M/s Lancers Resorts & Tours Pvt. Ltd. M/s Potent Housing andConstruction Pvt. Ltd. M/s Sabina Park Resorts and Marketing Pvt. Ltd. and M/s TriveniApartments Pvt. Ltd. in order to have better and effective control over the affairs ofCompany. These subsidiary companies do not fall under the category of ‘Materialsubsidiary company' under Regulation 16(1) (c) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Besides the above the Company has five joint venture companies viz.M/s Ansal Crown Infrabuild Pvt. Ltd. M/s JKD Pearl Developers Pvt. Ltd. M/s IncredibleReal Estate Pvt. Ltd. M/s Southern Buildmart Pvt. Ltd. and M/s Sunmoon Buildmart Pvt.Ltd. The Company has also one Associate Company viz. Aadharshila Towers Pvt. Ltd. Board ofdirectors of the Company in their meeting held on 15th February 2021 havegiven approval for purchase of balance 50% equity shares of M/s. Ansal crown InfrabuildPvt Limited to make it wholly owned subsidiary.

The Annual Accounts of the subsidiaries and detailed information arekept at the registered office of the Company and available to investors seekinginformation during business hours of the Company. The financial statements of thesubsidiaries companies are also uploaded at company's web-site www.ansalabl.com.

Pursuant to first proviso to Section 129(3) of the Companies Act 2013read with rule 5 of Companies (Accounts) Rules 2014 a report on the performance andfinancial position of each of the subsidiaries associates and joint venture companies isprovided in Form AOC-1 attached to the Financial Statement of the Company and hence notrepeated here for the sake of brevity.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statement of the Company its subsidiariesassociates and joint venture companies prepared in accordance with accounting principlesgenerally accepted in India including accounting standards specified under Section 133 ofthe companies Act 2013 read with rule 7 of the companies (Accounts) Rules 2014 formpart of the Annual Report and are reflected in the consolidated financial statement of theCompany.

DEPOSITORY SYSTEM

Pursuant to the directions of the Securities and Exchange Board ofIndia (SEBI) effective from 26th March 2001 trading in the Company'sshares in dematerialization form has been made compulsory for all investors.Dematerialization form of trading would facilitate quick transfer and save stamp duty ontransfer 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 April 12019 no shares in physical form can be lodged for transfer and only shares indematerialized form will be transferred. For this purpose the Company has appointed M/sLink Intime India Pvt. Ltd. as Registrar and Share Transfer Agent (RTA) of the Company.The specific ISIN No. allotted to the Company by NSDL and CDSL is INE030C01015.

DEPOSITS

The Company has not accepted any public deposit during the financialyear under review

TRANSFER OF UNCLAIMED DIVIDEND / DEPOSIT TO IEPF

As per provision of Section 124 and 125 of the Companies Act 2013dividend deposit etc remaining unclaimed for a period of seven years from the date theybecome due for payment 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. 544585/- forthe year 2012-13 were due for transfer to the said IEPF and the Company had transferredsaid unclaimed dividend of Rs.544585/- to the said IEPF in time.

AUDITORS AND AUDITORS' REPORT Independent Auditors

Pursuant to provisions of Section 139 142 and other applicableprovisions of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014 the Company had appointed M/s I. P Pasricha & company Chartered Accountants(Firm Registration No. 000120N) as Independent Auditors of the Company in its EGM held onFriday the 8th December 2017 to hold office for a term of 5 consecutive yearsfrom 27th September 2017 till the conclusion of the 38th AnnualGeneral Meeting subject to ratification of their appointment by the members annually at aremuneration to be decided annually by the Board of Directors of the Company.

The notes on financial statement referred to in Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors commented intheir report that the Company has delayed in repayment of dues to financial institutionsand Banks as mentioned in para (viii) of Annexure ‘A' to the Auditors'Report. The Company is taking appropriate action that there should not be any delay assuch in 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 Auditorspursuant to the provisions of Section 138 of the Companies Act 2013. The Audit Committeetake into consideration observation and corrective actions suggested by the InternalAuditors.

Secretarial Auditors

Pursuant to provision of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofdirectors of the Company had appointed M/s Mahesh Gupta & Company a firm of CompanySecretaries in Practice (C.P. No. 1999) to undertake the Secretarial Audit of theCompany for the year ended 31st March 2021. The Secretarial Audit Report givenby M/s Mahesh Gupta & Company is annexed herewith as Annexure —‘B'There is no qualification reservation or significant adverse remark made by SecretarialAuditors of the Company in their report for the financial year 2020-2021 except a fewinstances where the Company had submitted disclosure to Stock Exchange beyond theprescribed time. Though it was due to Lockdown and COVID-19 pandemic yet Directors notedtheir observation to take care of it in future.

During the year under review the Company has compiled well withapplicable Secretarial Standards issued by Institute of Company Secretaries of India(ICSI).

Cost Accounts and Records

Pursuant to the Companies (Cost Records and Audit) Rules 2014prescribed by the Central Government under Section 148 of the Companies Act 2013prescribed cost accounts and cost records have been maintained for the year 2020-21.

DIRECTORS

(A) Change in Directors and Key Managerial Personnel

During the year under review there is no change in directorship of theCompany. Mr. Ravinder Kumar Jain was appointed as Chief Financial Officer of the Companywith effect from 15th April 2020 subject to approval of his appointment in thenext Board Meeting. Accordingly his appointment was approved in the Board Meeting held on29th June 2020.

In accordance with provision of Section 152 of the Companies Act 2013and Articles of Association of the Company Smt. Ritu Ansal Director (DIN: 00667175) of theCompany retires by rotation and being eligible offers herself for reappointment.

(B) Declaration by Independent Directors

Shri Subhash Verma and Smt. Suman Dahiya Independent directors of theCompany have given a Declaration that they meet the criteria of Independence as laid downunder sub Section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) ofthe listing regulation.

(C) Formal Annual Evaluation

Pursuant to the Provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 the Board has carried out anAnnual Evaluation of its own performance that of its Committee and the Directorsindividually. Nomination and Remuneration Committee has prescribed the criteria forperformance evaluation of Board its committees and individual directors.

Directors were evaluated on various aspects including inter aliaactive participation specialization on subject and expressing views dissemination ofinformation and explanation or response on various

queries in the meeting.

The performance evaluation of Non-Independent Directors Chairman cumManaging Director and the Board as a whole was carried out by Independent Directors. Theperformance evaluation of Independent Directors was carried out by the entire Boardexcluding Directors being evaluated.

(D) Remuneration Policy

The Company has adopted a Policy for "Appointment and Remunerationof Key Managerial Personnel and whole time Directors and Independent Directors and otherSenior Employees" pursuant to provisions of the Act and listing regulations asfollows;

(a) The level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run theCompany successfully.

(b) Relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and

(c) Remuneration to directors key managerial personnel and seniormanagement involves a balance between fixed and incentive to the working of the Companyand its goals.

(E) Familiarisation Programmes of Independent Directors

The details of programmes for familiarization of Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare put up on the website of the Company at the link: http: //www.ansalahl.com/pdfs/Familiarisation-Programme.-for-the.-Inde.pendent-Dire.ctors.pdf

(F) DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) and 134(5) of the Companies Act2013 your Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the Annual Accounts the applicableaccounting standards have been followed and that there are no material departures;

(ii) they have 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 & Loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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 bythe Company and that such internal financial controls are adequate and are operatingeffectively;

(vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

DISCLOSURES UNDER COMPANIES ACT 2013

Composition of Audit Committee

The Board has re-constituted an Audit Committee with Shri Subhash Vermaas chairman Smt. Suman Dahiya Independent Director and Shri Gopal Ansal Director asmembers. There have been no instances during the year when recommendations of the AuditCommittee were not accepted by the Board.

Vigil Mechanism for directors and employees

The Company has established a vigil mechanism for directors andemployees 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

Board and Committee Meetings

Notes of Board and Committee Meetings held during the year wascirculated in advance to the Directors. During the year under review five Board Meetingsand four Audit Committee Meetings were convened and held. There have been no instancesduring the year when recommendations of the Audit Committee were not accepted by theBoard.

Details of the composition of the Board and its Committees and of themeetings held and attendance of the Directors at such meetings are provided in theCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Act and the Listing Regulations.

Particulars of Loans Guarantees and Investments

Details of loan Guarantees and Investment covered under the Provisionsof Section 186 of the Companies Act 2013 are given in the accompanying FinancialStatements. Your Directors draw your kind attention to notes of standalone financialstatements for details.

Extract of the Annual Return

An extract of Annual Return under Section 92(3) of Companies Act 2013read with Rule 12 of Companies (Management and Administration) Rules 2014 in Form No.MGT-9 is attached as Annexure- ‘C'

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

The particulars as required under clause (m) of sub-section 3 ofSection 134 of the companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules2014 are set out as 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 earnings and Outgo during the period are:
Foreign Exchange Earning : Nil
Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures required under the Provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed as Annexure —‘D'

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedas Annexure — ‘E'

RISK MANAGEMENT POLICY

In order to timely anticipate identify analyse and then managethreats that could severely impact or bring down the organization Company has developed a"Risk Management Policy". The Policy has been placed before the Board andapproved by the Board of Directors. During the year under review no element of risk exceptCovid-19 Pandamics and its after effects has been identified which in the opinion ofBoard may threaten the existence of the Company. The policy has been uploaded onCompany's web-site www.ansalabl. com at weblink:http://wwwansalabl.com/pdfs/Risk-Management-policy.pdfs

INTERNAL FINANCIAL CONTROL

The Board of directors of the Company had discussed in their meetingabout the effectiveness and appropriateness of a sound Internal Financial Control Systemalready established in the Company. They also discussed the strength and weakness of thesystem. They also discussed the various suggestions recommended by the audit committeewith the internal auditors. Internal audit department provide an annual overall assessmentof the robustness of the Internal Financial control System in the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during thefinancial year were on an arm's length basis in the ordinary course of business andwere in compliance with the applicable provisions of the Act and the Listing Regulations.There were no material significant Related Party Transactions made by the Company duringthe year that would have required Shareholder's approval under Listing Regulations.

All Related Party Transactions are placed before the Audit Committeefor approval. Omnibus approval of the Audit Committee is obtained for the transactionswhich are repetitive in nature. A statement of all Related Party Transactions is placedbefore the Audit Committee for its review on a quarterly basis.

Disclosure as required by the Indian Accounting Standard (IND AS-24)has been made in notes to the financial statement. Your Directors draw attention of themembers to Note 39 to the standalone financial statement which sets out related partydisclosures.

MATERIAL CHANGE AND COMMITMENTS

No changes affecting the financial position of the Company haveoccurred between the end of financial year on 31st March 2021 and the date ofthis report.

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no incidence / transactions on these itemsduring the year under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.

3. Neither the Managing Director nor the whole-time Director of theCompany receives any remuneration or commission from any of its subsidiaries.

4. No significant material orders have been passed by the Regulators orCourts or Tribunals which would impact the going concern status of the Company and itsfuture operations.

5. That the Company has complied with provisions relating to theconstitution of internal complaints committee under the Sexual Harassment of Women at WorkPlace (Provision Prohibition and Redressal) Act 2013. During the year under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at workplace(Prevention Prohibition and Redressal) Act 2013.

6. There is no change in the nature of business of the Company duringthe year under review

7. The Company had taken necessary steps for Haryana State Pollutioncontrol Board.

ACKNOWLEDGEMENT

We wish to convey our sincere thanks to various agencies of the CentralGovernment State Governments Banks and Business Associations for their co-operation tothe Company. We also wish to place on record our deep sense of appreciation for thecommitted services by the Company's executives staff and workers.

.