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Ashiana Housing Ltd.

BSE: 523716 Sector: Infrastructure
NSE: ASHIANA ISIN Code: INE365D01021
BSE 13:04 | 17 Jan 170.00 -1.05
(-0.61%)
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172.60

HIGH

172.60

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169.85

NSE 12:59 | 17 Jan 170.95 -0.35
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HIGH

173.90

LOW

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OPEN 172.60
PREVIOUS CLOSE 171.05
VOLUME 4680
52-Week high 209.95
52-Week low 93.10
P/E
Mkt Cap.(Rs cr) 1,740
Buy Price 169.75
Buy Qty 10.00
Sell Price 170.00
Sell Qty 500.00
OPEN 172.60
CLOSE 171.05
VOLUME 4680
52-Week high 209.95
52-Week low 93.10
P/E
Mkt Cap.(Rs cr) 1,740
Buy Price 169.75
Buy Qty 10.00
Sell Price 170.00
Sell Qty 500.00

Ashiana Housing Ltd. (ASHIANA) - Director Report

Company director report

To

The shareholder(s)

Your Directors have pleasure in presenting the 35th Annual Report together with theaudited financial statement of the Company for the year ended on 31st March 2021.

Financial Summary and State of Affairs Standalone

Rs. in Lakhs

Particulars Current Year (2020-21) Previous Year (2019-20)
1. Sales and other income 21711 27373
2. Profit before Depreciation Taxation and Exceptional Items 1160 (1001)
3. Depreciation 852 905
4. Profit after Depreciation but before Taxation and Exceptional Items 308 (1906)
5. Exceptional Items - 1739
6. Profit after Depreciation and Exceptional Items but before Taxation 308 (3646)
7. Provision for Taxation (55) (827)
8. Profit after Depreciation Taxation and Exceptional Items 363 (2819)
9. Surplus brought forward from previous year 3316 3419
10. Profit available for Appropriation 3679 600
11. Proposed Dividend/ Interim Dividend (307) (256)
12. Tax on Proposed Dividend/Interim Dividend - (53)
13. Transfer to Other Comprehensive income 32 (35)
14. Transfer from FVTOCI Reserve - 448
15. Transfer from/ (to) General Reserve - 1500
16. Transfer to Debenture Redemption Reserve - -
17. Transfer from Debenture Redemption Reserve - 1112
18. Balance Surplus carried to Balance Sheet 3404 3316

Consolidated

Rs. in Lakhs

Particulars Current Year (2020-21) Previous Year (2019-20)
1. Sales and other income 25931 31732
2. Profit before Depreciation Taxation and Exceptional Items 919 (1284)
3. Depreciation 889 915
4. Profit after Depreciation but before Taxation and Exceptional Items 30 (2200)
5. Exceptional Items - 1739
6. Profit after Depreciation and Exceptional Items but before Taxation 30 (3939)
7. Provision for Taxation (142) (915)
8. Profit after Depreciation Taxation and Exceptional Items 172 (3024)
9. Surplus brought forward from previous year 2605 2922
10. Profit available for Appropriation 2777 (101)
11. Proposed Dividend/ Interim Dividend (307) (256)
12. Tax on Proposed Dividend/Interim Dividend - (53)
13. Transfer to Other Comprehensive income 51 (45)
14. Transfer from FVTOCI Reserve - 448
15. Transfer to General Reserve - 1500
16. Transfer to Debenture Redemption Reserve - -
17. Transfer from Debenture Redemption Reserve - 1112
18. Balance Surplus carried to Balance Sheet 2521 2605

Key Highlights of the Business and Operations:

• The company registered a sales volume of 14.97 Lakhs sq. ft Vs. 19.82 Lakhs Sq.ft. in FY 2020-21. The average realisation price increased from H 3388 per sq. ft. to H3571 per sq. ft. in FY 2020-21.

• On execution front we clocked an Equivalent Area Constructed (EAC) of 11.66Lakhs sq. ft. (AHL: 8.76 Lakhs sq ft. and Partnerships: 2.90 Lakhs sq. ft.) Vs. 9.85 Lakhssq. ft. (AHL: 6.65 Lakhs sq. ft. and Partnerships: 3.20 Lakhs sq. ft.) in FY 2019-20.

A brief summary of the on-going projects as on 31st March 2021 are as follows:

Project Name & Location Type Saleable Area (Lakhs sq.ft.) Area Booked as on 31-03-2021 (Lakhs sq.ft.)
Ashiana Nirmay (Phase-3) (Bhiwadi) Senior Living 2.35 1.68
Ashiana Shubhum (Phase -3 & Phase-4) (Chennai) Senior Living 4.24 2.28
Gulmohar Gardens* (Phase-4 Villas & Shops) (Jaipur) Comfort Homes 1.93 1.85
Vrinda Gardens* (Phase-4 & Phase-5) (Jaipur) Comfort Homes 4.81 1.43
Ashiana Daksh (Phase-1 & Plaza Phase-2 & Phase-3) Comfort Homes 6.78 6.32
Ashiana Amantran (Phase-1 & Phase-2) (Jaipur) Comfort Homes 4.27 2.74
Ashiana Umang (Phase-5 & Plaza) (Jaipur) Comfort Homes 4.17 1.61
Ashiana Dwarka** (Phase-3) (Jodhpur) Comfort Homes 0.86 0.74
Ashiana Sehar (Phase-1) (Jamshedpur) Comfort Homes 3.44 1.66
Ashiana Aditya (Phase-1 & Phase-2) (Jamshedpur) Comfort Homes 6.30 6.30
Ashiana Utsav (Phase-4) (Lavasa) Senior Living 0.63 0.00
Total 39.77 26.60

* In partnership

* *The saleable area was revised as per negotiation with JDA Partner

Note: Ashiana Utsav Lavasa Phase IV construction has been completed yet tolaunch for sales.

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

Launches:

Launches pertaining to the business of your company including its subsidiaries andpartnerships for the year 2020-21 are given hereunder:

a) Ashiana Shubham Chennai (Tamil Nadu): Launched Phase-IV of Ashiana Shubham aSenior Living Project in Chennai comprising of 1 2 and 3 BHK flats with total saleablearea of 2.46 lakhs sq. ft.

b) Vrinda Gardens Jaipur (Rajasthan): Launched Phase – V of Vrinda GardensComfort Home Project located in Jaipur comprising of 2 and 3 BHK Flats having totalsaleable area of 3.20 lakhs sq. ft.

c) Ashiana Umang Jaipur (Rajasthan): Launched Phase-V of Ashiana Umang a Kid CentricProject in Jaipur Rajasthan comprising of 2 and 3 BHK Flats and Shops in Umang Plaza withtotal saleable area of 4.17 lakhs sq.ft.

d) Gulmohar Gardens Jaipur (Rajasthan): The Company has also launched Gulmohar GardensSaarthi shops in Jaipur having total saleable area of 0.04 lakhs sq. ft.

e) Ashiana Daksh Jaipur (Rajasthan): Launched Phase III of Ashiana Daksh a ComfortHomes Project in Jaipur Rajasthan comprising of 2 BHK and 3 BHK having saleable area of1.17 lakhs sq. ft.

f) Ashiana Aditya Jamshedpur (Jharkhand): The Company also launched Phase – II ofAshiana Aditya a Comfort Homes Project in Jamshedpur Jharkhand comprising of 2 BHK and 3BHK units having total saleable area of 2.75 lakhs sq. ft.

Recognitions:

Your company was accorded following awards/recognitions by Track2Realty in it’sedition of 2019-20:

a) Ranked amongst Top 10 Real Estate Brands in India by in terms of:

• Residential Development

• Brand Disruption in aspects like Value Creation Long term InvestmentManagement Involvement and Beneficiary Perspective

• Public Perception including NRIs

• Real Estate Employment

a) Ranked as India’s No. 1 Senior Living Brand 4 times in a row.

Other developments

• CARE has maintained our credit rating as "CARE A(Is) [Single A (IssuerRating) Outlook: Stable]"

• CARE has rated as CARE(A) : Stable for H 97 Crores Non Convertible Debentures(NCDs) allotted on 31st May 2021.

• ICRA has rated us as ICRA A for H 18.74 Crores and H 100 Crores Non-ConvertibleDebentures.

• Hand over started of Phase III B in Vrinda Gardens Jaipur Phase II of AshianaShubham Chennai and Phase II of Ashiana Tarang Bhiwadi

Management Discussion& Analysis

Management Discussion& Analysis which forms part of Directors’ Report as perRegulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given in the annual report.

Business Responsibility Statement

The Business Responsibility Report as per Regulation 34(2)(f) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed to this report as Annexure– I in the format on the principles specified by the SEBI vide circularCIR/CFD/CMD/10/2015 dated 04th November 2015 and forms part of the Annual Report.

Capital and Debt Structure

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 has neither issued nor allotted anyequity or preference shares and also not redeemed any preference shares or bought back anyshares. However during the FY 2020-21 the company redeemed Non- Convertible Debentures(NCDs) of H 10 Crores and H 7 Crores allotted in FY 2016-17 the details of all theoutstanding NCDs as on 31st March 2021 are given below:

Name of the Allottees ISIN of Active NCDs Coupon Rate Outstanding as on 31.03.2021 Brief Terms
1. ICICI Prudential Regular Savings Plan* issued H 100 Crores INE365D07077 10.15% Payable monthly* 40.70 crores Non-convertible Redeemable Rated Secured against Unsold Inventory and Receivables thereon Listed Tenure: 5 years from the deemed 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. 6.07 crores Non-convertibleRedeemable RatedUnsecured Listed Tenure: 20 years from the date of allotment i.e. 28th September 2018.

For 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 from quarterly to monthly contingent upon collections in the Escrow Account.Redemption to be made in multiples of H 10 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 are provided in the Management Discussion &Analysis section forming part of the Director’s Report.

Extract of Annual Return

An extract of the Annual Return of your company pursuant to Section 92(3) read withSection 134(3)(a) of the Companies Act 2013 is available on the website of the Companyat the following link:

https://www.ashianahousing.com/real-estate-investors/financial-reports#3

Number of Meetings of the Board of Directors

The Board of Directors duly met five 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 agoing 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 stating that they meet the criteria of independenceas provided in Section 149(6) of Companies Act 2013 and that they have adhered and havecomplied with the Code of Conduct for Independent Directors as prescribed in Schedule IVof the Act and Code of Conduct of the company.

Further all the independent directors of the company have also given the requisitedeclaration stating that they have complied with Rule 6 (1) & (2) of Companies(Appointment & Qualification of Directors) Rules 2014 regarding registration of theirnames in the Databank of Independent Directors maintained with Indian Institute ofCorporate Affairs (IICA) as per MCA Notification No. G.S.R. 804 (E) dated 22nd October2019.

Audit Committee and Vigil Mechanism

Details of the audit committee terms of reference of the audit committee and vigilmechanism of the company is given in the corporate governance section of the annual reportwhich forms part of the Director’s Report.

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

No amount has been transferred to General Reserve in respect of Financial Year underreview.

Dividend

The Board of Directors of your company has recommended the final dividend @ 20 % i.e. H0.40 per equity share of H 2/- for the Financial Year 2020-21 approval for which is beingplaced before the members in the upcoming Annual General Meeting.

Material Changes and Commitments

The company issued and allotted Unsecured Listed Non-Convertible Debentures (NCDs) ofH 97 Crores to International Finance Corporation (IFC) on 31st May 2021. Apart from thisthere are no material changes and commitments which have affected the financial positionof 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 H 91.54 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 (CSR) 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.

Details of activities undertaken under the CSR initiatives of the company are given ina separate section in the Annual Report followed by Management Discussion and AnalysisReport.

Statutory Report on Corporate Social Responsibility initiatives undertaken by thecompany during 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 Board of Directors of the company comprises of eight directors out of whom threeare Executive Directors and five are Independent Directors of the Company. The names ofBoard of Directors of the Company are as follows:

Name Number of Meetings Attended
1. Mr. Vishal Gupta Managing Director
2. Mr. Ankur Gupta Jt. Managing Director
3. Mr. Varun Gupta Whole Time Director
4. Mr. Abhishek Dalmia Independent Director
5. Mr. Hemant Kaul Independent Director
6. Ms. Sonal Mattoo Independent Director
7. Ms. Piyul Mukherjee Independent Director
8. Mr. Narayan Anand Independent Director

Further there are two KMP in the Company namely

a) Mr. Vikash Dugar Chief Financial Officer (CFO)

b) Mr. Nitin Sharma Company Secretary

During the year under review there has been no change in the composition of the Boardof the Directors of the Company including the Independent Directors.

Subsidiary Companies

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 fromthe conclusion 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 doesnot contain 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 2020-21. The Secretarial Audit Report forthe financial year ended 31st March 2021 is given in Annexure IX. The Secretarial

Audit Report does not contain any qualification reservation or adverse remark. Thecompany has complied 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 FY 2020-2021 on 16th June 2020. Further theBoard has re-appointed him as Cost Auditor for the FY 2021-22 subject to ratification ofremuneration by the Shareholders in their upcoming AGM. The company has received a letterfrom him to the effect that this appointment would be within the limits prescribed undersection 141(3)(g) of the Companies Act 2013 and that he is not disqualified for suchappointment in terms of the provisions of the Companies Act

2013.

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

The company has complied with the provisions of the above Act in letter and spirit. Thecompany also 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 H 2254543/-on 23rd October 2020 to the Investor Education andProtection Fund established by the central government in compliance with section 125 ofthe Companies Act2013. This amount represented the unclaimed dividend in respect of theFY 2012-13 which was lying with the company for a period of seven years from the date oftransfer to unpaid-unclaimed dividend account. Prior to transferring the aforesaid sumthe company had sent reminders to the shareholders and have been intimated to theshareholders about unpaid unclaimed dividend in every AGM notice. The company hadtransferred 137000 number of shares to the Investor Education and Protection Fundestablished by the Central Government in compliance with section 125 of the CompaniesAct2013. These shares are in respect of which dividend has not been paid or claimed forseven consecutive years. Prior to transferring the aforesaid shares the company had sentreminders to the shareholders. The Company Secretary Mr. Nitin Sharma is the NodalOfficer for the Transfer of Shares to Investor Education Fund and the shareholder cancheck their details on website https://www.ashianahousing.com/real-estate-investors/investors-contact#5 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 per annum or H 8.50 Lakhs per month as the case may be asspecified in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 read with the provisions of section 197(12) of theCompanies Act 2013 or was in receipt of the remuneration in excess of that drawn byManaging Director or Whole Time Director and is/was holding alongwith his/her spouse anddependent children not less than two percent of the equity shares of the company. List oftop ten employees in terms of remuneration drawn is given in Annexure II.

Other Committees of Board

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

Failure to implement Corporate Action

During the financial year under review there was no failure to implement any CorporateAction.

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)

.