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Ansal Buildwell Ltd.

BSE: 523007 Sector: Infrastructure
NSE: N.A. ISIN Code: INE030C01015
BSE 00:00 | 21 Jan 41.75 -1.35
(-3.13%)
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NSE 05:30 | 01 Jan Ansal Buildwell Ltd
OPEN 41.00
PREVIOUS CLOSE 43.10
VOLUME 670
52-Week high 54.90
52-Week low 18.00
P/E
Mkt Cap.(Rs cr) 31
Buy Price 41.00
Buy Qty 60.00
Sell Price 45.00
Sell Qty 80.00
OPEN 41.00
CLOSE 43.10
VOLUME 670
52-Week high 54.90
52-Week low 18.00
P/E
Mkt Cap.(Rs cr) 31
Buy Price 41.00
Buy Qty 60.00
Sell Price 45.00
Sell Qty 80.00

Ansal Buildwell Ltd. (ANSALBUILDWELL) - Director Report

Company director report

Dear Shareholders

The Directors have pleasure in presenting the thirty fifth Annual Report on thebusiness and operations of the Company together with Audited Financial Statements for theyear ended 31st March 2019.

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 4702.41 7473.33
Profit before Interest & Depreciation etc. 518.28 1702.11
Less:
Finance Cost 1184.81 1073.85
Depreciation and Amortization 79.89 91.61
1264.71 1165.46
Profit/(Loss) before Tax (746.42) 536.65
Less: Tax Expenses
Current Tax (86.78) (378.55)
Deferred Tax 4.19 15.14
Provision for taxation from earlier years -- --
Profit after Tax (837.39) 142.95
Add: Other Comprehensive Income 16.36 34.88
Surplus Profit brought forward from previous year 427.18 249.35
Profit available for appropriation (393.85) 427.18
Less: Payment of dividend on equity shares* 44.51 -
Corporate dividend Tax 0.03 -
Transfer to General reserve - -
Closing Balance of Surplus Profit (438.39) 427.18

* Dividend @0.50 per share Rs. 36.92 lakhs and dividend distribution tax Rs 7.59 lakhsfor the financial year 2017-18.

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 as amended (IND AS) prepared underSection 133 of the Companies Act 2013. The date of transition to IND AS is April1 2016.

DIVIDEND

In order to conserve the resources of the Company your Directors decided not torecommend any dividend for the year ended 31st March 2019 (previous year 5%).

OTHER EQUITY

Other Equity at the beginning of the year was Rs 9307.88 lakhs. Other Equity at the endof year i.e. 31st March 2019 is Rs. 8442.37 Lakhs.

REVIEW OF OPERATIONS / STATE OF COMPANY'S AFFAIR

During the year under review Loss before Tax is at Rs. 746.42 lakhs as against lastyear's profit before tax Rs. 536.65 lakhs. The sales and other income is 4702.41 lakhs asagainst previous year 7473.33 lakhs. Loss after tax at the end of the year is Rs. 837.39lakhs. Other Equity stood at Rs. 8442.37 lakhs as at 31st march 2019.

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 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. YourCompany continues to adhere to its true spirit along with the system and procedures laiddown in its "QUALITY MANUAL"

CORPORATE GOVERNANCE

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 Conmpany a fair efficient and 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 provisionsof the corporate 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 Exchange Limited (BSE). TheCompany has paid Listing Fee to the said exchange upto the financial year 2019-20.

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 Suresh Kumar Gupta asmembers. During the year under review Shri Suresh Kumar Gupta had resigned from themembership of the committee on 18th March 2019 there after Smt Suman DahiyaIndependent Director was appointed as a member of CSR Committee on 30 may 2019. ShriAjay Kumar Pandita CSR Incharge looks after the day to day operation of CSR activitiesof the Company as approved 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 Company's website at the link:http://www.ansalabl.com/pdfs/Corporate-Social-Responsibility-CSR-Committee-and-its-Policy-12318.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' and ‘Rotary club of Gurgaon South City Community Service Society(Regd.)'. The average net profit of the Company computed as per Section 198 of theCompanies Act 2013 during three immediately preceding financial years is Rs. 604.34lakhs. It was hence required to spend Rs. 12.08 lakhs (Eighteen lakhs Sixteen Thousandonly) being 2% of average net profit of the Company made during the three immediatelypreceding financial years An Annual Report on CSR activities being undertaken by theCompany through its implementing agency ‘Gyan Bharti Trust' and Rotary club ofGurgaon South City Community 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. inorder to have better and effective control over the affairs of Company. These subsidiarycompanies do not fall under the category of ‘Material subsidiary company' underRegulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

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 company's web-site www.ansalabl.com. Pursuant to first proviso to Section129(3) of the Companies Act 2013 read with rule 5 of Companies (Accounts) Rules 2014 areport on the performance and financial position of each of the subsidiaries associatesand joint venture companies is provided in Form AOC-1 attached to the Financial Statementof the Company and hence not repeated here for the sake 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.

DEPOSITORY SYSTEM

Pursuant to the directions of the Securities and Exchange Board of India (SEBI)effective from 26th March 2001 trading in the Company's 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.Members are free to keep the shares in physical form or to hold the shares with a"DEPOSITORY PARTICIPANT" in demat form. However from April 1 2019 no sharesin physical form can 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 tothe Company by NSDL and CDSL is INE030C01015.

DEPOSITS

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. 469897/- for the year 2010-11were due for transfer to the said IEPF and the Company had transferred said unclaimeddividend of Rs. 469897/- to the said IEPF in time.

AUDITORS AND AUDITORS' REPORT

Independent Auditors

Pursuant to provisions of Section 139 142 and other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 the Companyhad appointed M/s I. P. Pasricha & company Chartered Accountants (Firm RegistrationNo. 000120N) as Independent Auditors of the Company in its EGM held on Friday the 8thDecember 2017 to hold office for a term of 5 consecutive years from 27thSeptember 2017 till the conclusion of the 38th Annual General Meeting subjectto ratification of their appointment by the members annually at a remuneration to bedecided annually by the Board of Directors of the Company.

The notes on financial statement referred to in Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors commented in their report that theCompany has delayed in repayment of dues to financial institutions and Banks as mentionedin para (v) of Annexure to the Auditors' Report. The Company is taking appropriate actionthat there should not be any delay as such 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 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.

Secretarial 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 (C.P. No. 1999) to undertake the secretarial audit of the Company for theyear ended 31st March 2019. The Secretarial Audit Report given by M/s MaheshGupta & Company is annexed herewith as Annexure ‘B' There is noqualification reservation or significant adverse remark made by Secretarial Auditors ofthe Company in their report for the financial year 2018-2019 except a reference that thecomposition of Board of Directors and its committees was not adequate for a short periodof 12 days consequent upon the resignation of Mr. Suresh Kumar Gupta (IndependentDirector) with effect from 18th March 2019. The directors noted theirobservation and took immediate step to appoint Smt. Suman Dahiya as Independent Directorw.e.f. 30th May 2019. Besides this the Secretarial Auditors have alsoobserved that in Audit Committee Meeting held on 14th August 2018 oneIndependent Director and one Executive Director were present while their should be twoIndependent Directors present in that Audit Committee Meeting. Further they observed thatthere was a delay of few days in intimation to stock exchange regarding resignation of Mr.Suresh Kumar Gupta and filing of a statement of investor complaint. The Company had alsoreceived a notice from Haryana State Pollution Control Board for which matter is beingpursude with authorities. The board of Directors noted the observation of SecretarialAuditors and taking appropriate action that such occurrence should not happen in future.

Annual Secretarial compliance report from M/s Kapahi and Associate practicing companysecretary (CP No. 1118) as required vide SEBI circular No CIR/CFD/CMD1/27/2019 isattached as Annexure ‘C'. We have no material unlisted Indian subsidiaries;hence secretarial audit of subsidiary companies is not required.

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 2018-19.

DIRECTORS

(A) Change in Directors and Key Managerial Personnel

During the year under review Shri Suresh Kumar Gupta the Independent Director hadresigned from Directorship of the Company on 18th March 2019.

The Board of Directors in their meeting held on 30th May 2019 appointedSmt. Suman Dahiya as Independent Director with immediate effect.

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

(B) Declaration by Independent Directors

Shri Subhash Verma and Smt. Suman Dahiya Independent directors of the Company havegiven a Declaration that they meet the criteria of Independence as laid down under subSection (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 preparationof the Annual Accounts the applicable accounting standards have been followed and thatthere are no material departures; (ii) they have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the Profit & Loss of the Company for that period; (iii) theyhave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; (iv) they have preparedthe annual accounts on a going concern basis; (v) they have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and are operating effectively; (vi) they have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand 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. Shri Suresh Kumar Gupta hasresigned from directorship of the Company w.e.f. 18th March 2019. Auditcommittee has now been re-constituted w.e.f. 30th May 2019 to include Smt.Suman Dahiya Independent Director as member. 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 Company's website www.ansalabl.com at weblinkhttp://www.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 four Board Meetings and four 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 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- ‘D' 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:

(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 : ` 2.64 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 ManagerialPersonnel) Rules 2014 are annexed as Annexure ‘E'

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‘F'

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://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 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 materialsignificant Related Party Transactions made by the Company during the year that would haverequired Shareholder's approval under Listing Regulations. All Related Party Transactionsare placed before the Audit Committee for approval. Omnibus approval of the AuditCommittee is obtained for the transactions which are repetitive in nature. A statement ofall Related Party Transactions is placed before the Audit Committee for its review on aquarterly basis. Disclosure as required by the Indian Accounting Standard (IND AS-24) hasbeen made in notes to the financial statement. Your Directors draw attention of themembers to Note 37 to the standalone financial statement which sets out related partydisclosures.

MATERIAL CHANGE AND COMMITMENTS

No changes affecting the financial position of the Company have occurred between theend of financial year on 31st March 2019 and the date of this report.

GENERAL

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 filed pursuant 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.

7. The Company has received a notice from Haryana State Pollution Control Board forwhich Company is taking necessary action.

ACKNOWLEDGEMENT

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
ANSAL BUILDWELL LTD.
GOPAL ANSAL
Place : New Delhi Chairman cum Managing Director
Date : 30th May 2019 (DIN : 00014172)

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