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Ashiana Housing Ltd.

BSE: 523716 Sector: Infrastructure
NSE: ASHIANA ISIN Code: INE365D01021
BSE 10:57 | 14 Aug 79.10 -2.35
(-2.89%)
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83.75

HIGH

83.75

LOW

79.10

NSE 10:54 | 14 Aug 79.10 -2.60
(-3.18%)
OPEN

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HIGH

84.50

LOW

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OPEN 83.75
PREVIOUS CLOSE 81.45
VOLUME 21627
52-Week high 125.00
52-Week low 39.00
P/E
Mkt Cap.(Rs cr) 810
Buy Price 79.10
Buy Qty 481.00
Sell Price 79.30
Sell Qty 46.00
OPEN 83.75
CLOSE 81.45
VOLUME 21627
52-Week high 125.00
52-Week low 39.00
P/E
Mkt Cap.(Rs cr) 810
Buy Price 79.10
Buy Qty 481.00
Sell Price 79.30
Sell Qty 46.00

Ashiana Housing Ltd. (ASHIANA) - Director Report

Company director report

To

The shareholders]

Your Directors have pleasure in presenting the 33rd Annual Report together with theaudited financial statement of the company for the year ended on 31st March 2019.

Financial Summary and State of Affairs

Standalone Rs. in Lakhs
Sl. No. Particulars Current Year 2018-19 Previous Year 2017-18
1. Sales and other income 31230 30083
2. Profit before Depreciation 3454 5563
3. Depreciation 804 725
4. Profit after Depreciation but before Taxation 2650 4838
5. Provision for Taxation 882 963
6. Profit after Depreciation and Taxation 1768 3875
7. Surplus brought forward from previous year 3416 3369
8. Profit available for Appropriation 5184 7244
9. Proposed Dividend/ Interim Dividend (256) (256)
10. Tax on Proposed Dividend/Interim Dividend (53) (52)
11. Transfer to Other Comprehensive income 19 (9)
12. Transfer from FVTOCI Reserve 1387 239
13. Transfer to General Reserve (2500) (4000)
14. Transfer to Debenture Redemption Reserve (562)
15. Transfer from Debenture Redemption Reserve 200 250
16. Balance Surplus carried to Balance Sheet 3420 3416

 

Consolidated Rs. in Lakhs
Sl. No. Particulars Current Year 2018-19 Previous Year 2017-18
1. Sales and other income 35063 33492
2. Profit before Depreciation 3210 5606
3. Depreciation 815 732
4. Profit after Depreciation but before Taxation 2395 4874
5. Provision for Taxation 1017 1051
6. Profit after Depreciation and Taxation 1378 3823
7. Surplus brought forward from previous year 3292 3298
8. Profit available for Appropriation 4670 7121
9. Proposed Dividend/ Interim Dividend (256) (256)
10. Tax on Proposed Dividend/Interim Dividend (53) (52)
11. Transfer to Other Comprehensive income 37 (9)
12. Transfer from FVTOCI Reserve 1387 239
13. Transfer to General Reserve (2500) (4000)
14. Transfer to Debenture Redemption Reserve (562)
15. Transfer from Debenture Redemption Reserve 200 250
16. Balance Surplus carried to Balance Sheet 2922 3292

Key Highlights of the Business and Operations:

• The company registered an improved sales volume of 10.79 lakhs sq. ft. Vs. 6.93lakhs sq. ft. in FY18. The average realisation price decreased from RS.3135 in FY18 toRS.3082 in FY19.

• On execution front we clocked an Equivalent Area Constructed (EAC) of 7.68lakhs sq. ft. (AHL: 5.31 lakhs sq. ft. and partners: 2.37 lakhs sq. ft.].

A brief summary of the on-going projects as on 31st March 2019 are as follows:

Project Name & Location Type Saleable Area (lakhs sq. ft.) Area Booked as on 31-03-2019 (lakhs sq. ft.)
Ashiana Nirmay (Phase-2) (Bhiwadi) Senior Living 1.18 0.58
Ashiana Umang (Phase -4) (Jaipur) Kid Centric 2.56 1.65
Vrinda Gardens* (Phase-3B) (Jaipur) Comfort Homes 3.06 1.74
Gulmohar Gardens* (Phase 8) (Jaipur) Comfort Homes 1.43 1.39
Ashiana Navrang (Phase-3) (Halol) Comfort Homes 0.19 0.02
Ashiana Shubham (Phase-2 & Phase-3) (Chennai) Senior Living 3.25 1.15
Ashiana Utsav (Phase-4) (Lavasa) Senior Living 0.63 0
Ashiana Anmol (Sohna) Kid Centric 4.16 2.42
Total 16.45 8.95

* In partnership

Note: Ashiana Utsav Lavasa Phase IV construction has commenced yet to launch for sales

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

Launches & New Land Parcel acquired:

Launches pertaining to the business of your company including its subsidiaries andpartnerships for the year 2018-19 and period subsequent thereto are given hereunder:

a) Ashiana Shubham Chennai (Tamil Nadu): Launched

Phase-III of project Ashiana Shubham Senior Living in Chennai (Tamil Nadu) comprising1/2/3 BHK flats with total saleable area of approximately 1.78 lakhs sq. ft.

b) Ashiana Umang Jaipur (Rajasthan): Launched Phase -IV of project Ashiana Umang KidCentric Homes in Jaipur (Rajasthan) comprising 2/3 BHK flats with total saleable area ofapproximately 2.56 lakhs sq. ft.

c) Ashiana Daksh Land: The company has acquired a land parcel measuring 6.67 acressituated at Village Shri Kishanpura Jagatpura Tehsil Sanganer Dist. Jaipur Rajasthan.Ashiana is proposing to develop a Comfort Homes project which will have a saleable area ofapproximately 6.15 lakhs sq. ft.

Recognitions:

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

a) Received Bhamashah Award from the Govt. of Rajasthan for the 6th consecutive year.The Government has also conferred the title "Shiksha Bhushan" for Ashiana'scontribution to basic education in the state of Rajasthan.

b) Recognised for Real Estate Website of the year by 'Realty+ Excellence Awards (North)2018';

c) Recognised for digital Campaign of the year "Behatar Parvarish ka Pata" byABP News;

d) Recognised as Best Theme based Project "Ashiana Umang-Kid Centric" byRealty+ Excellence Awards [North) 2018;

Other developments

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

• Hand over started of Phase VII Gulmohar Gardens;

• Hand over started of Phase II Ashiana Dwarka;

• Hand over started of Phase IIIA of Vrinda Gardens;

• Hand over started of Phase V of Ashiana Surbhi;

• Hand over started of Phase I of Ashiana Tarang

Management Discussion Analysis

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

Capital and Debt Structure

Share capital of the company consist of equity capital only.

There has been no change in authorised issued and subscribed capital of the companyduring the period under review. There are no shares with differential rights as todividend voting or otherwise. Further there are no debentures with convertible rights.During the financial year under review the company had issued and allotted NCDs ofRs.18.74 crores through private placement.

Out of these NCDs of Rs.00 crores were issued to ICICI Prudential Regular Savings Planand of Rs.8.74 crores to International Finance Corporation. Also the company issued andallotted NCDs of H50 Crores during the financial years 2015-16 and 2016 -17. Details ofall the outstanding NCDs are given below:

Sl. No. Name of the Allottees ISIN of Active NCDs Coupon Rate Outstanding as on 31.03.2019 Brief Terms
1. ICICI Prudential Regular Savings Plan* issued Rs.00 Crores INE365D07077 10.15% Payable quarterly* 93.60 crores Non-convertible Redeemable Listed Rated Secured against Unsold Inventory and Receivables thereon Tenure: 5 years from the date of allotment i.e. 26th April 2018
2. International Finance Corporation** INE365D08018 Eight percent 8% per annum provided that the interest rate may be varied in accordance with the reset process set out in the Debenture Trust Deed. 18.74 crores Non-convertible Redeemable RatedUnsecured Listed Tenure: 20 years from the date of allotment i.e. 28th September 2018.
3. Syndicate Bank INE365D07036 11.45% 10 crores Non-convertible RedeemableRated Secured against Land of Ashiana Aangan Neemrana Phase-2 and Unsold Inventory of Ashiana Umang Tenure: 4years
4. Bank of Maharastra INE365D07069 11.45% 7 crores Non-convertible Redeemable Rated Secured against Land of Ashiana Aangan Neemrana Phase-2 and Unsold Inventory of Ashiana Umang Tenure: 4years
5. AK Capital Services Ltd.; INE365D07051 11% 5 crores Non-convertible Redeemable Rated Secured against Land of Ashiana Aangan Neemrana Phase-2 and Unsold Inventory of Ashiana Umang Tenure: 3 years

In all the above issues of NCDs VISTRA ITCL (India) Limited has been appointed asDebenture Trustee. All the above NCDs are listed on BSE.

*However the above arrangement was modified in March 2019 wherein the redemption wasmade monthly contingent upon collections in the Escrow Account. Redemption to be made inmultiples of Rs.0 lakhs.

**The investment is for the identified project of the company "Ashiana Daksh"with returns linked to project specific returns Note: Details of the Credit Ratings areprovided in the Management Discussion & Analysis forming part of the Directors'Report.

Extract of Annual Return

An extract of the Annual Return of your company pursuant to Section 92(3) of theCompanies Act 2013 is given herewith as Annexure I. The annual return of the company forthe financial year 2018-19 after filing with the Ministry of Corporate Affairs can alsobe obtained from https://www.ashianahousing.com/real-estate-investors/investors-information

Number of Meetings of the Board of Directors

The Board of Directors duly met four times during the year in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the minutes book maintained for the purpose.

Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act 2013 the Directors of yourcompany hereby states that:

1. In the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

2. The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe Profit and Loss of the company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors had laid down Internal Financial Controls to be followed by thecompany and that such Internal Financial Controls were adequate and were operatingeffectively;

6. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such system were adequate and operating effectively.

Disclosures from Independent Directors

Mr. Abhishek Dalmia Mr. Hemant Kaul Mr. Narayan Anand Ms. Piyul Mukherjee and Ms.Sonal Mattoo all independent directors of the company have given the requisitedeclaration in the first Board meeting for the FY'19 stating that they meet the criteriaof independence as provided in Section 149(6) of Companies Act 2013 and that they haveadhered and have complied with the Code of Conduct for Independent Directors as prescribedin Schedule IV of the Act and Code of Conduct of the company.

Audit Committee and Vigil Mechanism

Details of the Audit committee terms of reference of the audit committee and vigilmechanism of the company are given in the Corporate Governance section of the annualreport which forms part of the

Policy of Nomination and Remuneration Committee

Details of the Nomination & Remuneration Committee terms of reference of thisCommittee are given in the Corporate Governance section of the annual report which formspart of the Director's Report.

Reservation and qualification in Auditor's Report

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

Remuneration of Directors

The disclosure pursuant to Section 197(12) of the Companies Act 2013 relating to theremuneration of each director is given in Annexure II.

Loans Guarantee and Investments

The particulars of Loans Guarantee and Investments made by company under Section 186of Companies Act 2013 is given in Annexure III.

Particulars of Related Party Transaction

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

General Reserve

An Amount of Rs.250000000 has been transferred to General Reserve in respect ofFinancial Year under review.

Dividend

The Board of Directors of your company has recommended the final dividend @ 12.50 %i.e. H0.25 per equity share of RS.2/- for the Financial Year 2018-19 approval for whichis being placed before the members in the upcoming Annual General Meeting.

Material Changes and Commitments

There have been no material changes and commitments which have affected the financialposition of the company between the end of financial year and the date of this report.

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

Particulars with respect to Conservation of Energy and Technology Absorption as persection 134(3)(m) read with Rule 8(3) of Chapter IX of the Companies Act 2013 are givenin Annexure V.

During the year under review there has been no foreign exchange earnings but there hasbeen foreign exchange outgo of Rs.40 Lakhs.

Risk Management

Your company has a Risk Management Committee. Details of the Risk Management Committeeand Risk Management Policy are given in the Corporate Governance section of the AnnualReport. Major risk perception of the management which may threaten existence of thecompany are discussed in the Management Discussion and Analysis section of the AnnualReport.

Corporate Social Responsibility Initiatives

Details of the Corporate Social Responsibility Committee and its policy are given inthe Corporate Governance section and in Management Discussion and Analysis of the annualreport which forms part of the Directors' Report.

A report on Corporate Social Responsibility initiatives undertaken by the companyduring the year are given in Annexure VI.

Formal Annual Evaluation of the Board

A statement indicating the performance of the Board and its committee and itsindividual directors is given in Annexure VII.

Directors

The Company has eight directors namely Mr. Vishal Gupta Mr. Ankur Gupta Mr. VarunGupta Executive Directors and Mr. Abhishek Dalmia Mr. Hemant Kaul Mr. Narayan AnandMs. Piyul Mukherjee and Ms. Sonal Mattoo as Independent Directors. During the year underreview the Board had appointed Mr. Narayan Anand and Ms. Piyul Mukherjee as IndependentDirectors in their meeting held on 11th February 2019. Ms. Piyul Mukherjee is a newdirector on the Board.

Subsidiary Companies

During the under review no new company became subsidiary of your company. However twosubsidiaries namely MG Homecraft LLP and Neemrana Builders LLP have been struck off duringthe year under review.

A statement pursuant to Rule 5 & 8 of Chapter IX of the Companies Act 2013containing salient features of the financial statements of the subsidiaries/associatecompanies/joint ventures of the company and their contribution to the overall performanceof the company during the period under review is given in Annexure VIII.

Fixed Deposits

During the year under review your company had neither invited nor accepted any depositsfrom the public in terms of the provisions of the Companies Act 2013 read with Rules.

Orders of Court/Tribunal/Regulator

During the year under review there no order passed by the regulators or courts ortribunals which was material enough to impact the going concern status and operations ofyour company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed. Please also refer to InternalControls section in the Management Discussion and Analysis which forms part of theDirector's Report.

Auditors

a) Statutory Auditors

The shareholders of the company had appointed M/S. VMSS & Associates CharteredAccountants as Statutory Auditors of the company for a period of five years from theconclusion of their Annual General Meeting held on 28th August 2017.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

b) Secretarial Audit Report

The Board has appointed M/s. A.K. Verma & Co. Practising Company Secretary toconduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report forthe financial year ended 31st March 2019 is given in Annexure IX. The Secretarial AuditReport does not contain any qualification reservation or adverse remark. The company hascompiled with the applicable Secretarial Standard Issued by the ICSI.

c) Cost Auditor

Maintenance of Cost Records and Cost Audit as prescribed under section 148 of theCompanies Act 2013 are applicable on our company and accordingly such records andaccounts are maintained by the company. Your company also gets annual audit of costrecords under this section.

Based on the recommendation of audit committee Mr. Santosh Pant of M/s. Pant S. &Associates Cost Accountant having Membership No. 32283 has been appointed by the Boardas the Cost Auditors of the company for the Financial Year 201819. Remuneration approvedby the shareholders in their last AGM. Further the Board has appointed him as Cost Auditorfor the FY 2019-20 subject to ratificatiojn of remuneration by the Shareholders in theirupcoming AGM. The company has received a letter from him to the effect that thisappointment would be within the limits prescribed under section 141(3)(g) of the CompaniesAct 2013 and that he is not disqualified for such appointment in terms of the provisionsof the Companies Act 2013.

Compliance with the provisions under The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

Your company has complied with the provisions of the above Act in letter and spirit.Your company has an Internal Complaints Committee to look after any complaints of thissort.

Transfer of dividend and shares to Investor Education and Protection Fund

The company transferred on 13th November 2018 Rs.880504/- to the Investor Educationand Protection Fund established by the central government in compliance with section 125of the Companies Act 2013. This amount represented the unclaimed dividend in respect ofthe financial year 2010-11 which was lying with the company for a period of seven yearsfrom the date of transfer to unpaid-unclaimed dividend account. Prior to transferring theaforesaid sum the company had sent reminders to the shareholders and also been remindingto the shareholders about unpaid unclaimed dividend in every annual report.

The company had transferred 407787 number of shares to the Investor Education andProtection Fund established by the central government in compliance with section 125 ofthe Companies Act 2013. These shares are in respect of which dividend has not been paidor claimed for seven consecutive years. Prior to transferring the aforesaid shares thecompany had sent reminders to the shareholders. The Company Secretary Mr. Nitin Sharmais the Nodal Officer for the Transfer of Shares to Investor Education Protection Fund andthe shareholder can check details of their shares on websitehttps://www.ashianahousing.com/real-estate-investors/financial- reports#3 or can mail atnitin.sharma@ashianahousing.com.

Particulars of Employees and Related Disclosures

During the year under review none of the employees of the company was in receipt of theremuneration of H 1.02 Crore p.a. or H 8.50 Lakhs as the case may be as specified in rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 read with the provisions of section 197(12) of the Companies Act 2013 orwas in receipt of the remuneration in excess of that drawn by Managing Director or WholeTime Director and is/was holding alongwith his/her spouse and dependent children notless than two percent of the equity shares of the company. List of top ten employees interms of remuneration drawn is given in Annexure II.

Other Committees of Board

The details of the other committees of Board has been stated under Corporate GovernanceSection of the Annual Report.

Acknowledgements

The Board of Directors takes this opportunity to express its grateful thanks and wishto place on record its appreciation to the Government of India the Govt. of Rajasthanthe Government of Maharashtra the Govt. of Jharkhand the Govt. of Gujarat the Govt. ofHaryana the Govt. of West Bengal and Govt. of Tamil Nadu and their agencies for providingus excellent business opportunities to our bankers for their continued support andguidance from time to time and to the employees of the company at all levels for thecontinued co-operation and unstinted support extended to the company. The Directors alsoexpress their sincere thanks to all the shareholders suppliers/ vendors investors andcustomers for their continued support and trust they have reposed in the Management.

For and on behalf of the Board
Vishal Gupta Ankur Gupta
(Managing Director) (Jt. Managing Director)