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Ashiana Housing Ltd.

BSE: 523716 Sector: Infrastructure
NSE: ASHIANA ISIN Code: INE365D01021
BSE 00:00 | 02 Aug 179.30 6.55
(3.79%)
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168.00

HIGH

186.90

LOW

168.00

NSE 00:00 | 02 Aug 179.10 6.45
(3.74%)
OPEN

174.45

HIGH

187.00

LOW

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OPEN 168.00
PREVIOUS CLOSE 172.75
VOLUME 77089
52-Week high 186.90
52-Week low 56.35
P/E 512.29
Mkt Cap.(Rs cr) 1,835
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 168.00
CLOSE 172.75
VOLUME 77089
52-Week high 186.90
52-Week low 56.35
P/E 512.29
Mkt Cap.(Rs cr) 1,835
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ashiana Housing Ltd. (ASHIANA) - Director Report

Company director report

To

The Shareholder(s)

Your Directors have pleasure in presenting the 34th AnnualReport together with the audited financial statement of the Company for the year ended on31st March 2020.

Financial Summary and State of Affairs

Sl. No. Particulars Current Year Previous Year
2019-20 2018-19
1. Sales and other income 27373 31230
2. Profit before Depreciation Taxation and (1001) 3454
Exceptional Items
3. Depreciation 905 804
4. Profit after Depreciation but before (1906) 2650
Taxation and Exceptional Items
5. Exceptional Items 1739 Nil
6. Profit after Depreciation and Exceptional (3646) 2650
Items but before Taxation
7. Provision for Taxation (827) 882
8. Profit after Depreciation Taxation and (2819) 1768
Exceptional Items
9. Surplus brought forward from previous year 3419 3415
10. Profit available for Appropriation 601 5182
11. Proposed Dividend/ Interim Dividend (256) (256)
12. Tax on Proposed Dividend/Interim Dividend (53) (53)
13. Transfer to Other Comprehensive income (35) 20
14. Transfer from FVTOCI Reserve 448 1387
15. Transfer from/(to) General Reserve 1500 (2500)
16. Transfer to Debenture Redemption Reserve - 200
17. Transfer from Debenture Redemption Reserve 1112 (562)
18. Balance Surplus carried to Balance Sheet 3316 3419

Consolidated

Particulars Current Year Previous Year
2019-20 2018-19
1. Sales and other income 31755 35063
2. Profit before Depreciation Taxation and (1285) 3210
Exceptional Items
3. Depreciation 915 815
4. Profit after Depreciation but before (2200) 2395
Taxation and Exceptional Items
5. Exceptional Items 1739 -
6. Profit after Depreciation and Exceptional (3939) 2395
Items but before Taxation
7. Provision for Taxation (915) 1017
8. Profit after Depreciation Taxation and (3024) 1378
Exceptional Items
9. Surplus brought forward from previous year 2922 3292
10. Profit available for Appropriation (101) 4670
11. Proposed Dividend/ Interim Dividend (256) (256)
12. Tax on Proposed Dividend/Interim Dividend (53) (53)
13. Transfer to Other Comprehensive income (45) 37
14. Transfer from FVTOCI Reserve 448 1387
15. Transfer from/(to) General Reserve 1500 (2500)
16. Transfer to Debenture Redemption Reserve - 200
17. Transfer from Debenture Redemption Reserve 1112 (562)
18. Balance Surplus carried to Balance Sheet 2605 2922

Key Highlights of the Business and Operations:

• The company registered an improved sales volume of 19.82 LakhsSq. ft. Vs. 10.79 Lakhs Sq. ft. in FY 18-19 thereby recording an improvement of 84%. Theaverage realisation price increased from Rs 3082 to Rs 3388 in FY 19-20.

• On execution front we clocked an Equivalent Area Constructed(EAC) of 9.85 Lakhs sq. ft. (AHL: 6.65 Lakhs sq. ft. and partners: 3.20 Lakhs sq. ft.).

A brief summary of the on-going projectsas on 31st March2020 are as follows:

Project Name & Location Type Saleable Area (Lakhs sq. ft.) Area Booked as on 31-03-2020 (Lakhs sq. ft.)
AshianaNirmay (Phase-3) (Bhiwadi) Senior Living 2.35 0.55
AshianaTarang (Phase -2) (Bhiwadi) Comfort Homes 0.66 0.17
Ashiana Shubham (Phase-2 & Phase-3) (Chennai) Senior Living 3.25 2.41
Gulmohar Gardens* (Phase 4 & Villas) (Jaipur) Comfort Homes 1.89 1.29
Vrinda Gardens* (Phase-3B & Phase 4) (Jaipur) Comfort Homes 4.67 2.81
Ashiana Daksh (Phase 1 & Plaza) (Jaipur) Comfort Homes 3.26 2.62
Ashiana Daksh (Phase 2) (Jaipur) Comfort Homes 2.35 2.23
AshianaAmantaran (Phase-1 & Phase-2) (Jaipur) Comfort Homes 4.27 2.16
Ashiana Dwarka** (Phase-3) (Jodhpur) Comfort Homes 0.86 0.35
AshianaSehar (Phase-1) (Jamshedpur) Comfort Homes 3.44 1.23
AshianaAditya (Phase-1) (Jamshedpur) Comfort Homes 3.55 3.55
Ashiana Utsav (Phase-4) (Lavasa) Senior Living 0.63 0.00
Total 31.37 19.35

* In partnership

** The saleable area was revised after negotiation with JOA Partner.

Note: Ashiana Utsav Lavasa Phase IV construction has completed yetto launch for sales

During the financial year under review there is no change in the natureof business of your company.

Launches:

Launches pertaining to the business of your company including itssubsidiaries and partnerships for the year 2019-20 and period subsequent thereto aregiven hereunder:

a) Ashiana Sehar Jamshedpur (Jharkhand): Launched a new ComfortHome Project namely AshianaSehar (Phase-1) in Jamshedpur comprising of 2 & 3 BHK Flatswith total saleable area of 3.44 Lakhs sq. ft.

b) Gulmohar Gardens Jaipur (Rajasthan): Launched Phase -IV &Extension of Gulmohar Gardens a Comfort Home Project in Jaipur comprising of 2 & 3BHK Flats with total saleable area of approximately 1.89 Lakhs sq. ft.

c) Ashiana Tarang Bhiwadi (Rajasthan): Launched Phase-II ofAshianaTarang as a Comfort Home Project in Bhiwadi Rajasthan comprising of 2 & 3 BHKflats with total saleable area of 0.66 Lakhs sq.ft.

d) Ashiana Dwarka Jodhpur (Rajasthan): The Company has alsolaunched Phase – III of Ashiana Dwarka a Comfort Home Project located in Jodhpur inQuarter 1 of Financial Year 2019-2020 comprising of 2 & 3 BHK Flats having totalsaleable area of 0.86 Lakhs sq. ft.

e) Ashiana Daksh Jaipur (Rajasthan): The Company also launched 2Phases i.e. Phase – I and Phase-II of Ashiana Daksh a Comfort Homes Projectcomprising of 2 BHK and 3 BHK flats having total saleable area of 5.60 Lakhs sq. ft.including Plaza.

f) Ashiana Aditya Jamshedpur (Jharkhand): Launched Phase – Iof Ashiana Aditya a Comfort Home comprising 2 BHK and 3 BHK units having total saleablearea of 3.55 Lakhs sq. ft.

g) Vrinda Gardens Jaipur (Rajasthan): Launched Phase – IV ofVrinda Gardens Comfort Home Project located in Jaipur comprising of 12 and 3 BHK flatshaving total saleable area of 1.61 Lakhs sq. ft.

h) Ashiana Nirmay Bhiwadi (Rajasthan): Launched Phase – IIIof AshianaNirmay a Senior Living Project located in Bhiwadi comprising 1 2 & 3 BHKflats with total saleable area of 2.35 Lakhs sq. ft. of Phase –III of the saidproject.

i) Ashiana Amantran Jaipur (Rajasthan): The Company also launched2 Phases i.e. Phase 1 and Phase 2 of Ashiana Amantran a Comfort Home Project having atotal saleable area of 4.27 Lakhs sq. ft. comprising of 2 BHK & 3 BHK flats.

Recognitions:

During the year under review your company was accorded the followingawards/recognitions:

a) Received Bhamashah Award from the Government of Rajasthan for the 7thconsecutive year for contribution to the basic education in the State;

b) Ranked as No. 1 Developers in North India and No.5 in India by

Track2 Realty.

c) "Ashiana Anmol-Kid Centric" recognised as Best Theme basedProject by Realty+ Excellence Awards (North) 2019.

d) Ranked as India's No. 1 Senior Living Brand 3 times in a row byTrack 2 Realty;

Other developments

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

• ICRA has maintained our credit rating as ICRA (A) Stable forRs 20 Crores and Rs 100 Crores Non-Convertible Debentures

• Brickworks has maintained our credit rating as "BWR A+"for Non-Convertible Debentures (NCDs) of Rs 17 Crores.

• Hand over started of Phase I Ashiana Anmol Gurgaon;

• Hand over strated of Phase III Ashiana Navrang Halol;

• Hand over strated of Phase VIII Gulmohar Gardens Jaipur;

• Hand over strated of Phase II Ashiana Nirmay Bhiwadi;

• Handed over strated of Phase-IV Ashiana Umang Jaipur.

Management Discussion & Analysis

Management Discussion& Analysis which forms part of Directors'Report as per Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is given in the annual report.

Business Responsibility Statement

Since the Company falls in the category of top 1000 listed entities onthe basis of market capitalisation as on 31st March 2020 the BusinessResponsibility Report describing the initiatives taken by the Company from theenvironmental social and governance perspective as per regulation 34(2)(f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thisreport as Annexure – I in the format forms part of the Annual Report.

Capital and Debt Structure

There has been no change in authorised issued and subscribed capitalof the company during the period under review. There are no shares with differentialrights as to dividend voting or otherwise. Further there are no debentures withconvertible rights. During the financial year under review the Company has neither issuednor allotted any equity or preference shares or debenturesand also not redeemed anypreference shares or bought back any shares. However during the financial year 2018-2019the company had issued and allotted Non-Convertible Debentures (NCDs) of Rs 118.74 Croresthrough private placement. Out of these NCDs of Rs 100 Crores were issued to ICICIPrudential Regular Savings Plan and of Rs 18.74 Crores to International FinanceCorporation. Also the company issued and allotted NCDs of Rs 50 Crores during thefinancial years 2015-16 and 2016 -17. Details of all the outstanding NCDs as on 31stMarch 2020 are given in the following table:

Name of the Allottees ISIN of Active NCDs Coupon Rate Outstanding as on 31.03.2020 (Rd) Brief Terms
1. ICICI Prudential Regular Savings Plan* issued Rs 100 Crores INE365D07077 10.15% Payable monthly* 65.20 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. 18.74 Crores Non-convertible Redeemable RatedUnsecured Listed Tenure: 20 years from the date of allotment i.e. 28 th September 2018.
3. Syndicate Bank INE365D07036 11.45% 10 Crores Non-convertible Redeemable Rated Secured against Land of AshianaAangan Neemrana Phase-2 and Unsold Inventory of Ashiana Umang Tenure: 4 years
4. Bank of Maharashtra INE365D07069 11.45% 7 Crores Non-convertible Redeemable Rated Secured against Land of AshianaAangan Neemrana Phase-2 and Unsold Inventory of Ashiana Umang Tenure: 4 years

For all the above issues of NCDs Vistra ITCL (India) Limited has beenappointed as Debenture Trustee. All the above NCDs are listed on BSE.

*However the above arrangement was modified in March 2019 wherein theredemption was made from quarterly to monthly contingent upon collections in the EscrowAccount. Redemption to be made in multiples of Rs 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 ManagementDiscussion & Analysis section forming part of the Director's Report.

Extract of Annual Return

An extract of the Annual Return of your company pursuant to Section92(3) of the Companies Act 2013 is given herewith as Annexure II. The annualreturn of the company for the financial year 2019-20 after filing with the Ministry ofCorporate Affairs can also be obtained fromhttps://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 respectof which meetings proper notices were given and the proceedings were properly recorded andsigned in the minutes book maintained for the purpose.

Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act 2013 theDirectors of your company hereby states that:

1. In the preparation of the annual accounts the applicable AccountingStandards had been followed along with proper explanation relating to material departures;

2. The Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit and Loss of the company for that period;

3. The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

4. The Directors had prepared the annual accounts on agoing concernbasis;

5. The Directors had laid down Internal Financial Controls to befollowed by the company and that such Internal Financial Controls were adequate and wereoperating effectively;

6. The Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and such system were adequate and operatingeffectively.

Disclosures from Independent Directors

Mr. Abhishek Dalmia Mr. Hemant Kaul Mr. Narayan Anand Ms. PiyulMukherjee and Ms. Sonal Mattoo all independent directors of the company have given therequisite declaration in the first Board meeting stating that they meet the criteria ofindependence 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.

Further all the independent directors of the company have also giventhe requisite declaration stating that they have complied Rule 6 (1) & (2) ofCompanies (Appointment & Qualification of Directors) Rules 2014 regardingregistration of their names in the Databank of Independent Directors maintained withIndian Institute of Corporate Affairs (IICA) as per MCA Notification No. G.S.R. 804 (E)dated 22nd October 2019.

Audit Committee and Vigil Mechanism

Details of the Audit Committee terms of reference of the auditcommittee and vigil mechanism of the company is given in the corporate governance sectionof the annual report which forms part of the Director's Report.

Policy of Nomination and Remuneration Committee

Details of the Nomination & Remuneration Committee terms ofreference of this Committee are given in the corporate governance section of the annualreport which forms part of the Director's Report.

Reservation and qualification in Auditor's Report

There are no adverse remarks or any reservation or qualificationseither by the Statuary Auditors of the company or by the Secretarial Auditor in theirreport for the year under review. However the auditors have given their observationregarding delay by 52 days in transferring unpaid/unclaimed dividend into IEPF during theFinancial Year 2019-20. The Board is ensuring there are no delays in future in thisregard.

Remuneration of Directors

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

Annexure III.

Loans Guarantee and Investments

The particulars of Loans Guarantee and Investments made by companyunder Section 186 of Companies Act 2013 is given in

Annexure IV.

Particulars of Related Party Transaction

The particulars of related party transactions entered into by thecompany during the year pursuant to Section 188 of Companies Act 2013 are given in AnnexureV.

General Reserve

No amounthas been transferred to General Reserve in respect ofFinancial Year under review.

Dividend

The Board of Directors of your company has recommended the finaldividend @ 15 % i.e. Rs 0.30 per equity share of Rs 2/- for the Financial Year2019-20approval for which is being placed before the members in the upcoming AnnualGeneral Meeting.

Material Changes and Commitments

There have been no material changes and commitments which haveaffected the financial position of the company between the end of financial year and thedate of this report. The impact relating to Covid-19 on the business operations of theCompany has been discussed in detail in the Management Discussion and Analysis (MDA)Section of the Annual Report and has also been addressed by the Joint Managing Directorforming part of the Q & A Section with Jt. MD of this Annual Report.

Particulars of Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo

Particulars with respect to Conservation of Energy and TechnologyAbsorption as per section 134(3)(m) read with Rule 8(3) of Chapter IX of the CompaniesAct 2013 are given in Annexure VI.

During the year under review there has been no foreign exchangeearnings but there has been foreign exchange outgo of Rs 190.30 Lakhs.

Risk Management

Your company has a Risk Management Committee. Details of the RiskManagement Committeeand Risk Management Policy are given in the Corporate Governancesectionof the Annual Report. Major risk perception of the management which may threatenexistence of the Company are discussed in the Management Discussion and Analysis sectionof the Annual Report.

Corporate Social Responsibility Initiatives

Details of the Corporate Social Responsibility Committee and its policyare given in the Corporate Governance section and also in Management Discussion andAnalysis of the annual report which forms part of the Directors' Report.

A report on Corporate Social Responsibility initiatives undertaken bythe company during the year are given in Annexure VII.

Formal Annual Evaluation of the Board

A statement indicating the performance of the Board and its committeeand its individual directors is given in Annexure VIII.

Directors

The Company has Eight Directors namely Mr. Vishal Gupta Mr. AnkurGupta Mr. Varun Gupta Executive Directors and Mr. Abhishek Dalmia Mr. Hemant Kaul Mr.Narayan Anand Ms. Piyul Mukherjee and Ms. Sonal Mattoo Independent Directors.

During the year under review there has been no change in thecomposition of the Board of the Directors of the Company including the IndependentDirectors.

Subsidiary Companies

During the period under review a new company namely Kairav DevelopersLimited has been incorporated on 03rd January 2020 as Wholly owned subsidiaryof your company.

A statement pursuant to Rule 5 & 8 of Chapter IX of the CompaniesAct 2013 i.e. Companies (Accounts) Rules 2014 containing salient features of thefinancial statements ofthe subsidiaries/associate companies/joint ventures of the companyand their contribution to the overall performance of the company during the period underreview is given in Annexure IX.

Fixed Deposits

During the year under review your company had neither invited noraccepted any deposits from the public in terms of the provisions of the Companies Act2013 read with Rules.

Orders of Court/Tribunal/Regulator

During the year under review there no order passed by the regulators orcourts or tribunals which was material enough to impact the going concern status andoperations of your company.

Internal Financial Controls

The Company has in place adequate internal financial controls withreference to financial statements. During theyear such controls were tested and noreportable material weakness in the design or operation were observed. Please also referto Internal Controls section in the Management Discussion and Analysis which forms part ofthe Director's Report.

Auditors a) Statutory Auditors

The shareholders of the Company had appointed M/s. VMSS &Associates Chartered Accountants as statutory Auditors' of the company for a periodof five years from the conclusion of the Annual General Meeting held on 28thAugust 2017.

The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any further comments.

b) Secretarial Audit Report

The Board has appointed M/s. A.K. Verma & Co. Practising CompanySecretary to conduct Secretarial Audit for the FY 19-20. The Secretarial Audit Report forthe financial year ended 31st March 2020 is given in Annexure X. TheSecretarial

Audit Report does not contain any qualification reservation or adverseremark. The company has complied with the applicable Secretarial Standard Issued by theICSI.

c) Cost Auditor

Maintenance of Cost Records and Cost Audit as prescribed under section148 of the Companies Act 2013 are applicable on our company and accordingly such recordsand accounts 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 ofM/s. Pant S. & Associates Cost Accountant having Membership No. 32283 has beenappointed by the Board as the Cost Auditors of the company for the FY 19-20 on 18th May2019. Further the Board has appointed him as Cost Auditor for the FY 20-21 subject toratification of remuneration by the Shareholders in their upcoming AGM. The company hasreceived a letter from him to the effect that this appointment would be within the limitsprescribed under section 141(3)(g) of the Companies Act 2013 and that he is notdisqualified for such appointment in terms of the provisions of the Companies Act 2013.

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

Your company has complied with the provisions of the above Act inletter and spirit. Your company has an Internal Complaints Committee to look after anycomplaints of this sort.

Transfer of dividend and shares to Investor Education and ProtectionFund

The company transferred Rs 2253033/-on 28th November 2019to the Investor Education and Protection Fund established by the central government incompliance with section 125 of the Companies Act 2013. This amount represented theunclaimed dividend in respect of the financial year 2011-12 which was lying with thecompany for a period of seven years from the date of transfer to unpaid-unclaimed dividendaccount. Prior to transferring the aforesaid sum the company had sent reminders to theshareholders and have been intimated to the shareholders about unpaid unclaimed dividendin every AGM notice. The company had transferred 132095 number of shares to the InvestorEducation and Protection Fund established by the Central Government in compliance withsection 125 of the Companies Act 2013. These shares are in respect of which dividend hasnot been paid or claimed for seven consecutive years. Prior to transferring the aforesaidshares the company had sent reminders to the shareholders. The Company Secretary Mr.Nitin Sharma is the Nodal Officer for the Transfer of Shares to Investor Education Fundand the shareholder can check their details on website https://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 wasin receipt of the remuneration of Rs 1.02 Crores p.a. or Rs 8.50 Lakhs as the case may beas specified 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 spouseand dependent children not less than two percent of the equity shares of the company. Listof top ten employees in terms of remuneration drawn is given in Annexure III.

Other Committees of Board

The details of the other committees of Board had been stated underCorporate Governance Section of the Report.

Acknowledgements

The Board of Directors takes this opportunity to express its gratefulthanks and wish to place on record its appreciation to the Government of India the Govt.of Rajasthan the Government of Maharashtra the Govt. of Jharkhand the Govt. of Gujaratthe Govt. of Haryana the Govt. of West Bengal and Govt. of Tamil Nadu and their agenciesfor providing us excellent business opportunities to our bankers for their continuedsupport and guidance from time to time and to the employees of the company at all levelsfor the continued co-operation and unstinted support extended to the company. TheDirectors also express their sincere thanks to all the shareholders suppliers/ vendorsinvestors and customers for their continued support and trust they have reposed in theManagement.

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

.