Dear Members/ Shareholders
Your Directors are pleased to present the 52nd (Fifty Second) Annual Reportalong with the Audited Financial Statements of your Company for the Financial Year endedthe 31st March 2019.
|Financial Highlights (Standalone) || ||(Rs. in Lakhs) |
|Particulars ||For the year ended 31.03.2019 ||For the year ended 31.03.2018 |
|Sales & Other Income ||64875.23 ||56881.50 |
|Profit (Before Interest Depreciation ||9740.20 ||6678.94 |
|Exceptional Items and Taxes) || || |
|Less : Interest ||12497.18 ||10170.97 |
|Depreciation ||232.24 ||331.97 |
|Exceptional Items ||2183.63 ||2562.75 |
| ||14913.05 ||13065.69 |
|Profit / (Loss) before Tax ||(5172.85) ||(6386.76) |
|Less : Provision for taxation ||845.99 ||(2529.53) |
|Profit / (Loss) after Tax carried to Balance Sheet ||(6018.83) ||(3857.23) |
|Other Comprehensive Income (Net of Tax) ||11.40 ||25.92 |
|Add :- Surplus Profit brought forward from previous year ||- ||- |
|Disposable Profit ||- ||- |
|Appropriation :- || || |
|- Proposed Dividend including Dividend Tax ||- ||- |
|- Transfer to General Reserve ||- ||- |
|- Debenture Redemption Reserve ||- ||- |
|Surplus (Deficit) carried to Balance Sheet ||(6007.44) ||(3831.31) |
RESULTS OF OUR OPERATIONS
Net Loss for the year 2018-19 stood at Rs. (6007.44) lakhs as against loss of Rs.(3831.31) in the year 2017-18. The total turnover including other income for the year2018-19 stood at Rs. 64875.23 lakhs as compared to Rs. 56881.50 lakhs for the year2017-18.
TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.
During the Financial Year 2018-19 there has been no change in the capital structure ofthe Company.
The Board of Directors of your Company keeping in view the loss in the Financial Year2018-19 and uncertainties in the real estate sector and so also the imperative need toconserve resources has decided not to recommend any dividend for the said financial year.
LOANS GUARANTEES AND INVESTMENTS
Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 ("Act") read with the Companies (Meetings of Board and itsPowers) Rules 2014 as amended from time to time as on 31st March 2019 areset out in the Standalone Financial Statements forming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements of your Company for the Financial Year2018-19 have been prepared in accordance with the applicable provisions of Companies Act2013 Rules made thereunder Indian Accounting Standards (IND AS) and the provisionsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended(hereinafter referred to as the "Listing Regulations") and are forming part ofthis Annual Report.
As on the 31st March 2019 fixed deposits stood at Rs. 9955.69 lakhs asagainst Rs. 11135.60 lakhs in the previous year.
As already reported earlier the Company could not comply with the provisions ofSection 73 and other applicable Sections of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 and therefore the Company had w.e.f. the 01stApril 2014 stopped accepting/renewing fixed deposits. Since the Company was unable tomake payments to its fixed deposit holders as per the schedule mentioned in its FixedDeposit Schemes due to fund constraints arising out of downturn in the real estate marketa revised schedule of payment of fixed deposits was approved by the then Hon'ble CompanyLaw Board New Delhi Bench ("CLB") vide its Order dated the 30thDecember 2014.
Subsequently fresh petition/s had been filed at Principal Bench of the Hon'bleNational Company Law Tribunal ("NCLT") New Delhi for seeking further extensionof time for repayment of Fixed Deposits ("FDs") payable as there was noimprovement in the fund position of the Company and the real estate market continued toremain depressed.
In response thereto NCLT passed Order/s for repayment of fixed deposits with certainconditions.
Thereafter at the various hearings held before NCLT and at the last hearing held onthe 25th July 2019 NCLT has reviewed the status of its previous Order anddecided that the scheme shall be further extended based on the compliance done by theCompany.
The Company has made payments to the fixed deposit holders in compliance with the freshproposal approved by NCLT till March 2019. The next date of hearing will be on the 29thAugust 2019.
The Company is complying with above NCLT Orders. Further provisions of Sections 73 to76 or any other relevant provisions of the Act whichever is applicable are being compliedby it except the Company has not maintained the liquid assets on or before 30 th April2019 as required under Section 73(2) of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 due to reasons mentioned aforesaid. Details relatingto deposits covered under the aforesaid Rules are as follows: Deposit accepted during theyear: Nil Deposit accepted before the 01st April 2014 is in compliance with therequirements of the Companies Act 1956 and Rules there under.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No Material changes and commitments have occurred between the end of Financial Year2018-19 and the date of this Report which could affect the financial position of theCompany.
DEVELOPMENT IN BUSINESS OPERATIONS / PERFORMANCE
There has been no change in Nature of Business of the Company during the Financial Year2018-19.
Your Company is constantly striving to create world class solutions in real estate anduplift the quality of life. Over the five decades it has been engaged in the business ofreal estate in various facets and in that process it has been evolving as aprofessionally managed organization striving for excellence.
During the last 52 years it had been and presently engaged in the field of housing andreal estate business covering development of Hi- Tech and integrated townships and otherlarge mixed-use and standalone developments in the residential commercial retail andhospitality segments with a focus on large-scale mixed use developments particularly inresidential projects. The business is being carried on by the Company on its own as wellas through various subsidiaries joint ventures and collaborations etc. The projects ofyour Company are located in the Delhi NCR the States of Uttar Pradesh Haryana Rajasthanand Punjab..
Through Management Discussion and Analysis Report forming part of the Directors'Report your Board has tried to capture broader overview of the Global economic scenarioand the Indian economy situation and more particularly the status of the real estatesector prevailing in the Country which have and shall have an impact on the nature of theCompany's business and generally in the class of business in which the Company hasinterest.
No significant and material order has been passed by the Regulators or Courts orTribunal affecting the going concern status and the Company's operations in future.
REAL ESTATE SECTOR
Real estate is one of the most important sector in India and has contributed a lot inthe economic growth engine of the Country. The sector is instrumental in the growth ofseveral other sectors in India through its backward and forward linkages. The entry ofmajor private players in the education sector has created vast opportunities for the realestate sector. Emergence of nuclear families rapid urbanisation and rising householdincome are likely to remain the key drivers for growth in all spheres of real estateincluding residential commercial and retail. Rapid urbanisation in the Country is pushingthe growth of real estate.
The real estate sector including construction is a pivotal cog of economic growth forIndia as it contributes the third highest share to the Indian economy and is also thethird largest employer (after agriculture and manufacturing). With forward and backwardlinkages to over 250 sectors and ancillary industries the real estate sector is thethird-highest contributor to the economy of India.
The Indian real estate market is expected to touch US$ 1 trillion by 2030 and it willcontribute 13 percent of the Country's Gross Domestic Product (GDP) by 2025. Apart fromthe housing sector which is contributing significantly to the Country's GDP RetailHospitality and Commercial Real Estate are also growing at rapid pace providing themuch-needed infrastructure for India's growing needs.
Your Company has at present projects under various stages of implementation acrossresidential commercial retail and others. It focuses on mixed use developmentparticularly in residential projects and has a leading position in the housing segmentparticularly in key cities in northern India. Within the residential asset class theprojects of the Company range from large-scale integrated townships to mixed use andstandalone detached single and group housing as well as serviced plots. Your Companycontinues to follow the strategy of developing integrated townships in key cities in northIndia.
Townships development is a trend that has already caught the acceptance of Indian realestate consumers. A trend that has played an essential role in opening the floodgates forthe development of integrated townships across the Country that offer their residents thepromise of a quality lifestyle tailored to suit every budget. Your Company has developedand continues to develop world-class residential townships complexes giving facilitiesto its customers stakeholders and investors while giving a new dimension to the India'sinfrastructure development.
Details of major projects / townships of your Company are discussed in the ManagementDiscussion and Analysis Report which forms a part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
Your Company has always been a committed organisation in working towards social causesand meeting the societal expectations and thus ushering in cooperative relationship. Withthis very notion in mind the Company now seeks to extend its support towards communityservice with a public -spirited approach by enhancing the quality of life in the field ofhealthcare learning and basic infrastructure facilities to the underprivileged. Throughits CSR initiatives your Company wishes to create a community of goodwill thus enablingitself to reinforce a positive and socially amicable corporate entity.
Your Company aims to actively contribute towards a healthy and harmonious environmentin the society and communities around its areas of operation. The Corporate SocialResponsibility (CSR) Committee constituted by the Board of Directors ("Board")on the 07th February
2014 is in consonance with the requirements of the Section 135 of the Companies Act2013 and its Rules. The said CSR Committee has been entrusted with the responsibility offormulating and recommending to the Board a Corporate Social Responsibility Policy("CSR Policy") indicating the activities to be undertaken by the Companymonitoring the implementation of the framework of the CSR Policy and the amount to bespent on CSR activities. The CSR policy approved by the Board is available on the websiteof the Company i.e. http://www.ansalapi.com/pdf/Corporate-Social-Responsibility-Policy2017.pdf
The Composition of the said Committee and other particulars are mentioned in theCorporate Governance Report which forms part of this Annual Report.
Your Company has since long supported the under-privileged and socially andeconomically backward sections of the society. This can be seen from many of its socialprojects in terms of setting up of schools health care facilities old age care homes andaffordable homes for weaker sections. Your Company collaborates with social charitableand NGOs which are similarly engaged in pursuit of upliftment of under-privileged sectionsof the society.
Annual Report on the Corporate Social Responsibility Activities for the Financial Yearended on the 31st March 2019.
The CSR report for the Financial Year ended 31st March 2019 is attached as Annexure A to the Directors' Report.
Education imparts not just knowledge but nurtures an individual's evolution for thefuture. The key factor of knowledge is at the core of all development efforts in advancingeconomic and social well being in an emerging nation like India.
Your Company through its associates/ Trust has ushered in the field of education andhas built eminent institutes like:
Chiranjiv Charitable Trust ("CCT") has established "AnsalUniversity" under the Haryana Private Universities Act 2006 in consonance withSection 2(f) of the University Grants Commission Act 1956. Ansal University is dedicatedto its mission to transform lives and communities through education and research andachieve excellence through participatory governance and focus on quality research andinnovation.
The University has established various Schools and Centers of Excellence with a focuson education and research in Architecture Planning Design Engineering & TechnologyManagement Hospitality Law and Health Sciences. The key pillars of educationalphilosophy of the University are; industry relevance global orientationtrans-disciplinary learning and character building supported by research and innovation.The contemporary curriculum and innovative pedagogy emphasizing on holistic developmentof personality prepare graduates to be industry ready professional and excellent humanbeings.
A brief of various schools of the University is given below:
Sushant School of Art & Architecture ("SSAA"):-Conceived with theobjective of combining traditional Indian aesthetics and art and culture the schoolemphasizes on developing human sensibilities. SSAA not only fulfils this objective butalso goes beyond and sets its own paradigm for others to emulate. SSAA has completed 30years of its existence and it has been recognised as one of the top schools ofarchitecture in the Country.
SSAA has associations with many international universities and institutions such asUniversity of Westminster Bartlett College of Architecture and AA School London. Theseinternational relationships ensure that SSAA is always in dialogue with the worldcommunity.
Sushant School of Design: Its curriculum is planned and progressed keeping inmind the individual's potential and abilities for pursuing the courses of interiordesigning fashion and textiles designing product designing and visual communication.The School has academic collaboration with Art University of Bournemouth (AUB) UK.
School of Engineering and Technology: It is focussing on renewable energy andadvanced technologies like Artificial Intelligence and Machine Learning Cyber Securityand Robotics Process Automation and Design and Development.
It offers Bachelor's and Master's degrees in Computer Science Engineering CivilEngineering Electrical Engineering Electronics and Communication Engineering and hascollaboration with University of West of England Bristol UK. The School has collaboratedwith Lucideus Technologies to offer B-Tech in Cyber Security Xebia to offer aspecialization in DevOps and has established a Center of Excellence in IoT with IoT-NCR.
Sushant School of Business: The school offers futuristic programmes atUndergraduate and Post-Graduate levels and include MBA BBA (H) and B.Com (H). Incollaboration with the renowned University of Warwick UK the School emphasizes onpractical learning and emphasizes on Entrepreneurship Development. The School offers allthe functional specializations as part of BBA and MBA programmes.
School of Hospitality Management: It has been setup in partnership with World'sNo. One Hospitality School VATEL from France. The school is offering courses in HotelManagement & Catering Technology. School of Law: The University School of Lawoffers two 5-year LLB (H) programmes namely BA-LLB (H) and BBA- LLB (H) 3-year LLB (H)and LLM programmes. The school has highly qualified faculty members and has set up aunique Legal Aid Clinic with the Woman Police Station in Gurugram.
Sushant School of Planning & Development: To offer programmes in PlanningDevelopment Policy and Governance the University carved out School of Planning andDevelopment out of its School of Art and Architecture.
It offers Bachelor's and Master's Degree programmes and has collaborated with QueensUniversity of Belfast UK.
Sushant School of Health Sciences ("SSHS"): The School offers alliedhealth science programmes in niche areas of Cardio-vascular Technology Optometry ImagingTechnology Dialysis Technology Lab Technology at both Undergraduate and Post Graduatelevels. The School has some of its laboratories established in collaboration with OXSightMenicon Manthan Eye Care Health Centre and has set up a ICU simulator in collaborationwith YUVA Healthcare Institute.
Ansal University in line with its vision and mission has established i4 Centre atAnsal University in collaboration with Sam Circle USA to promote researchentrepreneurship development and innovation exchange. Sam Circle will work through itsassociate India International Innovation Institute (i4) in India.
B. RESEARCH & RESOURCES CONSERVATION
Your Company recognizes the relationship of business sustainability with resourcesmanagement and is committed to supervise and conserve the amount of water and electricityused across its project sites at the time of construction. It has installed Solar PowerPlants at some of its location with view of generating clean energy for internalconsumptions.
Scientific Research Program In this era of technological advancement throughout theWorld there is need for development of new technologies. Therefore your Company hasundertaken a scientific research program to bring out innovations in the field of SolarEnergy Projects.
In India there is a wide gap between the demand for electricity and its availabilityleading to load shedding in many areas particularly in rural areas. To plug the gapssmall auxiliary power plants are being set up by the governments which are based on gasand oil to make them cost efficient. The solar thermal systems can provide very efficientand cost- effective alternatives for power demands. The project of your Company isexpected to yield benefits for the entire society clubbed with availability of sustainableand clean energy with reasonable costs.
In order to create awareness amongst employees towards environment and resourcesconservation your Company organises various camps and has been anchoring greeninitiatives on a regular basis. The projects of your Company have integrated environmentprotection upgradation conservation water harvesting etc. and plantation of trees etc.as a part of the sustainable development.
C. DAY CARE CRECHE FACILITIES AT PROJECT SITES
Your Company through an NGO- Mobile Creches' strives to ensure a healthyand secure childhood for children through quality day care programs aimed at holisticdevelopment. This further creates favorable conditions for Women to work at the Company'sproject sites by providing them the necessary day care support for their children andproviding opportunities for basic schooling skills. Day care programs run for eight hourssix days a week for children as young as newborns to twelve year olds with trainedexperienced and caring staff.
D. COMMUNITY DEVELOPMENT INITIATIVES
Your Company strongly believes in contributing to and investing in communities in andaround its project sites. Under this endeavour several initiatives have made a lastingimpact on the economic environmental and social conditions of local people. Some suchinitiatives are:
Adoption of villages connected to project sites of the Company
Construction of roads sanitation facilities and temples
Provision of electricity
Provision of employment
Sponsorship of Vocational Training Programmes
Blood Donation Camps
Provision of health facilities to poor people
Diya India Foundation:- This NGO is engaged for betterment of weaker sections ofsociety. Your Company through this trust has been supporting primary school education tothe underprivileged children from the slum clusters. Today the foundation has two schoolbuildings - Chetan Vidya Mandir and Chetan Playway School. It is also being planned toconduct regular basic healthcare facilities with assistance in medicines to those in needin villages that have no access to the hospital facility.
Village Kahma in Punjab:- The welfare and social upliftment of this village andthe surrounding areas has been undertaken through Kahma Welfare Committee a non-profitable organization set up for this purpose. This initiative has been in progress fordecades. A hospital in KahmaHansraj Government Hospital - in the name of Late Sh.Hans Raj grandfather of Shri Sushil Ansal has been set up. The Welfare Committeehas been working well in providing medical support to the villagers of Kahma in Punjab andadjoining villages with the support from your Company. Specialized eye/ health camps areorganized every year and many are getting benefitted through camp facility.
F. HOUSING FOR ECONOMICALLY WEAKER SECTIONS ("EWS") OF THE SOCIETY
Many plots/flats are reserved for Economically Weaker Sections of the society intownships of your Company which are in the process of development. The plots/flats wereallotted through open public lottery system at highly subsidised rates with easy interestfree instalments. The affordable homes are being developed in the projects at UttarPradesh and Rajasthan and it is also proposed to further add to above tally of dwellingunits in the affordable housing category in the next few years.
G. SENIOR CITIZEN HOME
A plot of 1000 sq. m. had been donated long ago to establish a Senior Citizen'sHome in Palam Vihar Gurgaon. Free technical and engineering support was provided to buildthis home called Chiranjiv Karam Bhoomi. Several senior citizens are staying in this homewhich is being run by Divya Chaya Trust comprising Dr. (Mrs.) Kusum Ansal wife of ShriSushil Ansal and other members of the Trust.
H. PROMOTION OF LITERATURE
Kusumanjali Foundation another social and literary initiative of your Company anon-profit making company is promoting literary works in Hindi and other regionallanguages. Kusumanjali Foundation has been established by Dr. (Mrs.) Kusum Ansal thewell-known writer and supported by your Company.
A literary charitable organisation known as SAMVAD was successfully launched many yearsago. It provides an opportunity for creative writers where their literary works arediscussed and analysed. Your Company's social and charitable initiatives have been givingsupport for more than two decades. A collection of the selected works of the members ofthe SAMVAD has been compiled into a book for dissemination to public and creativefraternity.
The composition of the Audit committee is covered under the Corporate Governance Reportwhich forms the part of this Annual Report. All the recommendations given by the AuditCommittee were accepted by the Board.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial control with reference tofinancial statements. The Board of Directors have noted/approved the policies andprocedures adopted by the Company for ensuring an orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
SUBSIDIARY COMPANIES AND JOINT VENTURE COMPANIES
During the Financial Year 2018-19 no company has become or ceased to be a Subsidiaryor Joint Venture of the Company. During the Financial Year 2018-19 your Company has 84(Eighty Four) Subsidiary companies and 02 (Two) Joint Venture companies.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of financial statements of subsidiary and joint ventureCompanies in Form AOC-1 is provided at the end of the Consolidated Financial Statement andhence not repeated in this Report. For the highlights / performance of each of theSubsidiaries and Joint Venture companies and their contribution to the overallperformance of the Company during the period under report the members are requested torefer to the Consolidated Financial Statement of the Company along with the Statement inForm AOC-1 (as mentioned aforesaid) forming part of this Annual Report.
Pursuant to the provisions of Section 136 of the Companies Act 2013 separate auditedfinancial statement (Standalone and
Consolidated wherever applicable) in respect of each of the Subsidiaries and JointVenture Companies shall be kept open for inspection at the Registered Office of yourCompany during working hours (10.00 A.M to 05.00 P.M.) for a period of 21 days before thedate of the Annual General Meeting of the Company. It shall also make available thesedocuments upon request by any member of the Company. The separate audited financialstatement in respect of each of the subsidiaries and joint venture companies is availableon the website of your Company at (www.ansalapi.com) A Policy on Material SubsidiaryCompanies has been formulated (duly amended) and the same is available on the website ofthe Company i.e. http://www.ansalapi.com/pdf/Policy-for-MaterialSubsidiaryCompanies2017.pdf
During the Financial Year under review 05 (Five) meetings of the Board of Directorswere duly held on 30th May 2018 13th August 2018 10thNovember 2018 (Meeting was adjourned to 14th November 2018) 12thJanuary 2019 and 13th February 2019.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Change in Directorship
During the Financial Year under review Dr. Ramesh Chandra Vaish (DIN: 01068196) ShriPrithvi Raj Khanna (DIN: 00048800) Shri Dharmendar Nath Davar (DIN: 00002008) and Smt.Archana Capoor (DIN: 01204170) Non Executive and Independent Directors of the Company hadresigned from the position of Directorship of the Company w.e.f. the 13thSeptember 2018 03rd October 2018 03rd November 2018 and 15thNovember 2018 respectively. Shri Bihari Lal Khurana (DIN: 00671592) Non-Executive andIndependent Director was appointed on the Board w.e.f. 10th November 2018 andserved for a short tenure till the 08th December 2018 which was the effectivedate of his resignation. All the aforementioned
Director's resignations are before the expiry of their tenure due to reasons mentionedherein below. The Board of Directors had placed on record its appreciation for thevaluable services rendered by the aforementioned Directors during their tenure on theBoard of the Company.
|Name of Director ||Designation ||Reasons for Resignation before the expriry of term |
|Dr. Ramesh Chandra Vaish ||Non Executive Independent Director ||Personal reasons age factor health reasons and physical in-capacitance |
|Shri Prithvi Raj Khanna ||Non Executive Independent Director ||Personal reasons and age factor |
|Shri Dharmendar Nath Davar ||Non Executive Independent Director ||Physically incapacitated to carry out duties |
|Smt. Archana Capoor ||Non Executive Independent Director ||Technical issue |
|Shri Bihari Lal Khurana ||Non Executive Independent Director ||Personal reasons and age factor |
After the close of the Financial Year 2018-19 Shri Anil Kumar (DIN: 00002126)erstwhile Joint Managing Director & CEO of the Company has resigned from the Board ofDirectors w.e.f. the close of working hours on the 20th April 2019 due tohealth reasons and other family circumstances.
To meet the requirement of optimum combination of Executive and Non-Executive Directorson the Board of Directors Smt. Jagath Chandra and Shri Arvind Kumar Gupta Non Executiveand Independent Directors were inducted as Additional Directors w.e.f. 10th November2018 and 12th January 2019 respectively.
After the close of the financial year 2018-19 Shri Yogesh Gauba and Shri MalayChatterjee have been appointed as Whole-Time Director and Chief Executive Officer (CEO)and Non Executive Independent Director respectively w.e.f. the 27th May2019. Prior to the said appointment Shri. Yogesh Gauba is already a Director in Ansal APIInfrastructure Limited a wholly owned subsidiary of the Company and in which he is alsoproviding consultancy services.
After the closure of the Financial Year 2018-19 Dr. Lalit Bhasin Non ExecutiveIndependent Director of the Company whose term is due to expire on the 28thSeptember 2019 has been re-appointed by the Board of Directors for a second term subjectto the approval of the members.
The matters of appointment/ re-appointment along with other details of Smt. JagathChandra Shri Arvind Kumar Gupta Shri Malay Chatterjee and Dr Lalit Bhasin along withother details are included in the notice of this 52nd Annual General Meeting.
Change in Company Secretary and Compliance Officer
During the Financial Year under review Shri Abdul Sami had resigned from the positionof Company Secretary w.e.f the 13th August 2018. However he has beenappointed again and holds the position of General Manager (Corporate Affairs) &Company Secretary w.e.f. the 10th November 2018 in place of erstwhile CompanySecretary Shri Deepak Jain (appointed as Company Secretary w.e.f the 25thSeptember 2018) who left the services of the Company from the closure of working hourson the 27th October 2018.
Declaration by Independent Directors
The Company has received the requisite/ neccessary declarations from the aforesaidIndependent Directors under Section 149(7) of the Companies Act 2013 that they meet thecriteria of independence laid down under Section 149(6) of the Companies Act 2013 and theListing Regulations and are not debarred from holding the office of directors pursuant toany SEBI's Order or any other authority. Moreover they are also not disqualified tobecome the directors under the Act and Rules.
Retiring by Rotation and Re-appointment of Director
In terms of Section 152 of Companies Act 2013 ("Act") not less than 2/3rdof the total number of Directors of a public Company shall be persons whose period ofoffice as Directors is liable to determination by retirement by rotation and out of suchnumber of directors 1/3rd nos. of directors shall retire from office at everyAnnual General Meeting. The Independent Directors are to be excluded from the calculationsof rotational and non-rotational directors. In view of the provisions of the Articles ofAssociation of the Company Companies Act 2013 and Rules framed thereunder and incompliance thereto out of total 07 (Seven) Directors of the Company 03 (Three) ExecutiveDirectors shall be the persons whose period of office is liable to determination byretirement by rotation out of which Shri Yogesh Gauba is an additional director and thebalance 04 (Four) directors are Independent Directors who are non-rotational. In terms ofthe said provisions of the Companies Act 2013 and its Rules and the Articles ofAssociation of the Company Shri Sushil Ansal Chairman and Whole-Time Director and ShriPranav Ansal Vice-Chairman and Whole-Time Director of the Company is due to retire byrotation at the ensuing AGM. Being eligible for re-appointment they offer themselves forreappointment. The matter of re-appointing them is included in the Notice of this 52ndAnnual General Meeting.
Brief profile of the directors proposed to be appointed/re-appointed is annexed to theNotice of this 52nd Annual General Meeting.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with the provisions of the Companies Act 2013 Rules made there underand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended("Listing Regulations") Nomination and Remuneration Committee at their meetingheld on 12th August 2014 had laid down the criteria for performance evaluationof the Board its Committees and Directors which was also approved by the Board ofDirectors. The said criteria have been amended and approved by the Board of Directors attheir meeting held on 12th August 2017.
Accordingly the Annual Performance Evaluation of the Board its Committees and eachDirector was carried for the Financial Year 2018-19. Structured questionnaires wereprepared covering various aspects of the functioning of the Board its Committees andIndividual Directors which inter-alia included diversity of experience appropriatecomposition monitoring of compliances with respect to laws & regulationsdemonstration of worthiness proactiveness in addressing issues consideration of InternalAudit Report Management Responses attendance at the meetings etc. The members of Boardhave carried out the evaluation of the Board as a whole its Committees and of their peerBoard members. The Independent Directors without the presence of Executive Directors (i.e.Non Independent Directors) and any member of Company management at their meeting held onthe 13th February 2019 had reviewed/assessed/ discussed inter-alia (1) theperformance of Non Independent Directors (Executive Directors viz. Chairman Vice Chairmanand Joint Managing Director and CEO) and the Board as a whole (2) the performance of theChairman after taking into consideration the views of Executive and Non ExecutiveDirectors and (3) the quality quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively andreasonably perform their duties. The Nomination and Remuneration Committee at its meetingheld on the 13th February 2019 has carried out evaluation of every Director'sperformance and Board as a whole.
The criteria for Performance Evaluation of Board & Independent Directors (dulyreviewed) is also available on the website of the Company i.e. http://www.ansalapi.com/pdf/Model-Criteria-for-Performance-Evaluation-of-Board&Its-
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration including criteriafor determining qualification positive attributes independence of Directors and othermatters provided under sub section (3) of Section 178 of the Companies Act 2013 (dulyreviewed) is also available on the website of the Company i.e. http://www.ansalapi.com/pdf/Policy-on-
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear 2018-19 with related parties were in the ordinary course of business and on an arm'slength basis. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe Policy of the Company on Materiality of Related Party Transactions. The transactionswith Related Parties as per requirement of Indian Accounting Standard -24 are disclosed inNote No. 66(b) of Balance Sheet forming part of the Annual Report. The details of theRelated Party transactions and information are placed before the Audit Committee and theBoard of Directors from time to time in compliance with the Listing Regulations andSections 177 and 188 of the Companies Act 2013 and its Rules. A Policy on Related PartyTransactions "as amended" specifying the manner and criteria of entering intosaid transactions has been formulated and the same is available on the website of theCompany http://www.ansalapi.com/pdf/Policy-on-
Related-Party-Transactions2017.pdf RISK MANAGEMENT
The Board has approved the Enterprise Risk Management Policy for Risk Assessment andits Minimization on the 16th May 2015 which has been amended and the same isavailable on the Company's website i.e. http://www.ansalapi.com/pdf/Risk-Management-Policy-2017.pdf
The Audit Committee/ Board of Directors review the efficacy of the Enterprise RiskManagement process the key risks associated with the business of your Company and themeasures in place to mitigate the same. No risk has been identified in the Company whichmay threaten its existence.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance with the provisions of the Section 177 of the Companies Act 2013 andRegulation 22 of Listing Regulations the Board of Directors have approved the VigilMechanism/ Whistle Blower Policy at their meeting held on the 12th August2014. The said Policy has been amended and approved by the Board of Directors at theirmeeting held on the 12th August 2017.
In exceptional cases where a whistle blower due to the gravity and seriousness of theconcern or grievance or due to his/ her being not satisfied with the outcome of theinvestigation and the decision he/she can have personal and direct access to theChairperson of the Audit Committee. The status of the complaints under the VigilMechanism if any is placed before the Audit Committee on a quarterly basis. During theyear under review no complaint was received by the Company under Vigil Mechanism/ WhistleBlower Policy.
The Policy on Vigil mechanism/ Whistle blower (duly reviewed) is available on theCompany's website i.e http://www.ansalapi.com/pdf/Vigil-Mechanism-Whistle-Blower-Policy2017.pdf
AUDITORS AND AUDITORS' REPORT STATUORY AUDITORS
In terms of the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s S. S. Kothari Mehta & Company CharteredAccountants Firm Registration No. 000756N having their office at 146- 149 TribhuvanComplex Ishwar Nagar Mathura Road New Delhi-110065 were appointed as the StatutoryAuditors of the Company by the members/shareholders at the Forty Eighth (48th)Annual General Meeting of the Company held on 30th September 2015 for a periodof five years i.e. up to Fifty Third (53rd) Annual General Meeting of theCompany to be held in the year 2020. The said appointment is subject to ratification bythe members/shareholders at every Annual General Meeting. However in terms of theCompanies (Amendment ratification Act) 2017 w.e. the 07thMay 2018 thesaid is not required. No fraud has been reported by the Statutory Auditor of the Companyin the course of the performance of his duties as Auditor in terms of the provisions ofSection 143(12) of the Companies Act 2013 and it Rules.
The Notes to Accounts (Standalone) forming part of Balance Sheet as at the 31stMarch 2019 and Profit & Loss Account for the year ended on that date referred to inthe Auditors' Report are self explanatory. However in terms of clause (f) of subsection(3) of Section 134 of the Companies Act 2013 the Management's response/ explanations tocertain Emphasis of Matters ("EOM's") /qualifications appearing in the AuditorsReport on Accounts for the Financial Year ended on the 31st March 2019 are asunder:
i). During the period under review the Company has not claimed any exemption underSection 80 IA of the Income Tax Act 1961. Exemption amounting to Rs. 34.48 Cr has beenclaimed up to the year ended 31st March 2011 under section 80 IA of the IncomeTax Act 1961 being tax profits arising out of sale of Industrial Park units pending theof the same by Central Board of Direct Taxes. The Competent Authority has not approvedapplication of the Company. The Company has filed the Review Petition against thedirection of Authority to reconsider its application. The Company has taken the opinionthat the Review Petition as filed satisfies all the conditions specified underIndustrial Park Scheme 2008 being replaced under Industrial Park (Amendment) notificationScheme 2010 hence eligible for under section 80 IA (4) (iii) of the Act.
ii). The matter regarding repayment of Public Deposits and Interest thereon is pendingbefore the Hon'ble National Company Law Tribunal North Delhi Bench on an applicationfiled by the Company for appropriate extension or relief in the scheme of repaymentalready sanctioned by Hon'ble Company Law Board (CLB) and the next date fixed for hearingwill be the 15-07-2019. However the Company has reduced outstanding principal amount offixed deposit by Rs.11.80 Cr (from Rs. 111.36 Cr to Rs. 99.56 Cr) and interest of Rs. 6.96Cr. during the current financial year in compliance with the directions by the Hon'bleNational Company Law Tribunal. The following banks have issued SARFAESI Notices to theCompany.
iii). Bank-wise details are as under:-
a) In case of Bank of Maharashtra the Company opted for one time settlement (OTS)which has been approved. Pursuant to approval the Company has to pay total amount of Rs.35.70 Cr. The Company has entered into an agreement with a buyer for the sale of a part ofthe Green Escape project for which the Company has received LOI under Deen Dayal Jan AwasYojna (DDJAY) Scheme. The Company proposes to pay the full amount to the Bank. Bank hasalso filed a case in DRT against the Company in this regards.
b) Indian Bank classified a loan account of Ansal Hi-Tech Townships Limited asubsidiary of the Company as Non Performing Assets and filed a case in NCLT.Subsequently Bank has withdrawn the NCLT case after receiving a sum of Rs. 6.01 Cr. paidby the Company. Further company has submitted a proposal for restructuring of the loanamount which is under consideration in the Head Office.
c) Allahabad Bank has in principle agreed to the Company's proposal for restructuringof loan of Rs.106.60
Crores. Since February 2019 the Company has paid a sum of Rs. 4.04 Cr. to the Bankand requested the Bank for restructuring the repayment terms of the Loan. Bank is gettinga TEV report for the Project and thereafter will send it to their Head Office. Bank hasalso filed a case in DRT against the Company in this regards.
d) The Company availed a loan from Bank of India for Bliss Delight Project Lucknowwhich has become NPA. The Principal Amount due is of Rs.7 Cr as on 31st March 2019. TheCompany has submitted restructuring proposal for payment of their dues and the same isunder active consideration by the Bank.
iv). A show cause notice was received from UP-RERA on the basis of report of Currie& Brown who conducted forensic audit of Lucknow Projects at the direction of UP-RERAregarding reported diversion of fund of Rs. 606 Cr from 91 RERA Registered projects sincetheir inception i.e. during a period about 10 years. The Company has submitted a detailedreply / clarification to RERA Authority and Stock Exchanges denying alleged diversion offunds on the basis of detailed workings given to UP-RERA.
v). The Company has received notices from UP-RERA Authority for de-registering sixprojects out of 91 projects registered in Sushant Golf City Lucknow. These notices are onthe ground of a) not adhering of 70:30 sharing of Customer Collections b) not providingthe correct and complete information on the Website of UP-RERA in respect to theseprojects
c) not providing quarterly information to RERA Authorities. The Company has submitted adetailed reply and has undertaken to provide and upload all relevant factual informationon quarterly basis as per RERA guidelines.
1. The Company is holding 36190 nos. Equity Shares and 234963810 nos. CompulsorilyConvertible Preference Shares (unquoted) in Ansal Urban Condominium Private Limitedtotaling to Rs. 47.92 Cr. As per fair valuation per share value comes to Rs. 1.11 againstRs. 2/- resulting diminution in the value of investment of Rs. 21.84 Cr. This has beenshown under Exceptional Item in the Results.
2. The Company has accounted for impairment provision in respect of lower realizationof inventory and reduction in saleable area amounting to Rs. 29.89 Cr. in one of theProjects. The figures of the corresponding previous year / period have been regroupedrearranged and reclassified wherever necessary.
In terms of the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 the Board of theDirectors of your Company at its meeting held on 13th August 2018 hadappointed M/s J.D & Associates Cost Accountants Firm Registration No. 101443 as theCost Auditor of the Company for a term of 01(One) year to conduct the audit of Costrecords of the Company for the Financial Year 2018-2019. The Cost Audit Report does notcontain any qualification observation or adverse remarks or disclaimer.
In terms of the provisions of Section 204 and all other applicable provisions of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Board of the Directors of your Company at its meeting held on13th August 2018 had appointed M/s. APAC and Associates Company Secretariesin Practice CP No. 7077 for a term of 01(One) year to conduct the audit of Secretarialand related records of the Company for the Financial Year 2018-2019. The Secretarial AuditReport for the Financial Year ended the 31st March 2019 is annexed herewithmarked as Annexure - B to this Report. The Secretarial Audit Report does not contain anyqualification or adverse remarks or disclaimer. However the Company's comments are alsoincluded in the Report in relation to their observation.
Equity shares of your Company are listed on the National Stock Exchange of India Ltd.("NSE") and BSE Ltd. ("BSE"). Listing fee has been duly paid to NSEand BSE for the Financial Year 2019-20.
Conservation of energy and technology absorption
The information relating to Conservation of Energy and Technology Absorption asrequired to be disclosed under Clause (m) of sub-section (3) of the Section 134 of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is notapplicable to your Company.
Foreign Exchange Earnings and outgo Information about the foreign exchange earnings andoutgo as required to be given under Clause (m) of sub-section (3) of the Section 134 ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is givenas follows:
| || || ||(Rs. in Lakhs) |
|Sl. No. ||Particulars ||For the Financial Year ended on 31.03.2019 ||For the Financial Year ended on 31.03.2018 |
|(i) ||Expenditure in Foreign Currency || || |
| ||Travelling expenses ||- ||4.39 |
| ||Imported Materials ||- ||- |
| ||Purchase of Material ||- ||- |
| ||Total ||Nil ||4.39 |
|(ii) ||Earnings in Foreign Currency || || |
| ||Sale of Flats/Plots/Farms etc. ||Nil ||Nil |
PARTICULARS OF EMPLOYEES
In terms of the provision of Section 197(12) of the Companies Act 2013 (the"Act') read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended disclosures pertaining to remuneration andother details as required are provided in Annexure - C to Directors' Report.
In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thenames of the top ten employees in terms of remuneration drawn and the name employees/directors who were in receipt of remuneration of Rs. 1.02 Crores or more per annum ifemployed for whole of the year or Rs. 8.5 lakhs or more per month if employed for a partof the year are provided in the Annexure -D to Directors' Report.
Your Company believes that Corporate Governance is a system of rules guidelinespractices and processes which not only enables it to operate in a manner that meets theethical legal and business expectations but also helps it to maximise stakeholders' valueon a sustainable basis.
A report on Corporate Governance together with a certificate received from Mrs. TanviArora Company Secretary in Practice confirming the compliance with the provisions ofCorporate Governance as stipulated in Listing Regulations as amended forms the part ofthis Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is given separately and forms the part ofthis Annual Report.
SEXUAL HARASSMENT POLICY
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Work place (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee ("ICC") has been set up to redresscomplaints received regarding sexual harassment. All employees of the Company (permanentcontractual temporary and trainees) are covered in this Policy.
Following is the summary of sexual harassment complaints received and disposed offduring the calendar year:-
|No. of complaints received during the financial year 2018-19 ||: Nil |
|No. of complaints disposed of during the financial year 2018-19 ||: Nil |
|No. of complaints pending as on 31st March 2019 ||: Nil |
EXTRACT OF ANNUAL REPORT
Extract of Annual Report of the Company are provided in the Annexure -E toDirectors' Report.
VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.
In compliance with Companies Act 2013 and Rules made there under Listing Regulationsand other applicable laws the Board of Directors of your Company and its Committee/s haveduly reviewed and amended the following Policies/ Criteria/ Programs and the same areavailable on the website of the Company i.e. http://www.ansalapi.com/investors.php
1. Policy for Determination of Materiality of Events/Information.
2. Policy on Preservation of Documents.
3. Corporate Social Responsibility Policy.
4. Board Diversity Policy.
5. Policy on Related Party Transactions.
6. Policy on Remuneration of Directors Key Managerial Personnel & Other Employees.
7. Criteria of making payment to Non Executive Directors of the Company.
8. Policy for Material Subsidiary Companies.
9. Criteria for Performance Evaluation of Board & Independent Directors.
10. Code of Conduct for Directors (Including Independent Directors) and SeniorManagement.
11. Vigil Mechanism/ Whistle Blower Policy.
12. Familiarization Program for Independent Directors.
13. Code of Fair Disclosure and Conduct of Ansal Properties & Infrastructure Ltd interms of SEBI (Prohibition of Insider Trading) Regulations 2015.
14. Enterprise Risk Management.
15. Policy on Archival of Events and Information.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
This is not applicable on the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of sub- section 3(c) Section 134 of the CompaniesAct 2013 ("Act'') and based on the information provided by the Management Directorshereby state that:
i) in the preparation of the Annual Accounts for the financial year ended 31stMarch 2019 the applicable Indian Accounting Standards have been followed and no materialdepartures have been made from the same;
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on the 31st March 2019 andof the profit & loss incurred by the Company for the year ended on that date;
iii) the Directors 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) the Directors have prepared the annual accounts on a going concern' basis;
v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and vi) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws including applicable Secretarial Standards (SS -1and SS-2) and that such systems are adequate and operating effectively.
Your Directors would like to express their sense of gratitude to-
all the regulatory authorities including SEBI Stock Exchanges Ministry ofCorporate Affairs Registrar of Companies and the Depositories.
all the Bankers and Financial Institutions the Central and State Governments aswell as their respective Departments and Development Authorities in India and abroadconnected with the business of the Company for their co-operation and continued support.
the shareholders depositors suppliers contractors and customers for thetrust and confidence reposed by them in the Company.
Your Directors also appreciate the devoted teamwork and professionalism of theemployees of the Company and its subsidiaries and the Group at all levels. The employeescontinue to remain the Company's most valuable resources and their sustained hard work hasenabled your Company to successfully meet the challenges during the year under review andthat lie ahead.
|Regd. Office: ||By and on behalf of the Board of Directors |
|115 Ansal Bhawan ||For Ansal Properties & Infrastructure Ltd |
|16 Kasturba Gandhi Marg New Delhi-110001 || |
|CIN L45101DL1967PLC004759 ||Sd/- |
| ||(Sushil Ansal) |
| ||Chairman & whole Time Director |
| ||DIN: 00002007 |
|Date : 13th August 2019 || |
|Place : New Delhi || |