DIRECTORS REPORT Dear Shareholders, The Directors of your Company have pleasure in presenting the 31st Annual Report of your Company together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2015. PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY Standalone Financial Results During the financial year 2014-15, the net revenue from operations for the standalone entity increased to Rs. 787.71 crores from Rs.619.01 crores in the previous year registering a growth of 27.25%. However, due to increase in input costs and lower margin in one of the projects which constituted major portion of sale, the operating profit before interest, tax, depreciation and amortization (EBITDA) decreased from Rs.113.83 crores to Rs.93.96 crores and the profit after tax (PAT) for the year under review was Rs.30.50 crores as against Rs. 39.01 crores for the last financial year. Consolidated Financial Results The Consolidated Revenue from operations increased to Rs. 818.95 crores from Rs. 648.40 crores last year showing a growth of over 27%. Net profit after minority interest for the group for the financial year 2014-15 was Rs. 28.76 crores as against Rs.43.46 crores in the previous year. Business Review Reflecting the trends of the overall economy, the year 2014-15 has not been an encouraging and favourable year for the real estate sector. The real estate is burdened with high costs because of which there is little possibility of reduction in home prices in most micro-markets. Construction cost has increased by almost 40% in last four years, while government taxes and premiums have also gone up substantially. This eliminates any scope for reduced prices, despite the weak markets. Banks' reluctance to lend to real estate companies has led to increased cost of borrowing, adding to the overall cost. In fact, these factors will also result in an increase in prices when market condition improves. It is expected that in the coming years, the urban population will rise which, coupled with growth in employment, education and health care, will push the demand for residential and commercial space. Increasing migration to the cities will drive this demand for residential and commercial spaces. Also a rise in sales of housing property is anticipated following the recent stock market rally and a slew of optimistic RBI rules to allow foreign banks into the Country's protected banking ecosystem. Steady housing demand will be a big constant for the Indian Economy and the industry will focus on meeting this demand. The Confederation of Real Estate Developers' Associations of India (CREDAI) has identified demand from tier-II and tier-III cities as an impetus for better real estate solutions. With rapid land and infrastructure development in smaller cities and towns, assisted by bank loans, higher earnings and improved standards of living, housing and construction demand is likely to increase in these cities. Capitalising on these opportunities, during the period under report, new residential and commercial projects at Gurgaon, Yamunanagar and Meerut were launched by the Company. The Company is currently developing/building various projects at Gurgaon, Meerut, Agra, Alwar, Ajmer, Indore, Karnal, Yamunanagar, Jhansi, Jammu, Muzaffarnagar, Rewari, Shahpur, Zirakpur and Ghaziabad. The Company will be soon launching new residential projects in Greater Noida and Amritsar. Construction at all locations is progressing well and possession of ready units in various projects at Meerut, Agra, Yamunanagar, Karnal, Indore, Jammu, Jhansi, Ghaziabad, Rewari, Alwar, Zirakpur and Shahpur is being handed over to the customers. CHANGE IN THE NATURE OF BUSINESS There has been no change in the nature of business of the Company during the financial year 2014-15. TRANSFER TO RESERVES The Company proposes to transfer a sum of Rs. 10 crores (Previous Year Rs. 150 crores) to the General Reserve out of the amount available for appropriation. An amount of Rs. 93.59 crores is proposed to be retained in Statement of Profit and Loss. DIVIDEND Your Directors are pleased to recommend a dividend of Rs. 0.80 per Equity Share (@ 8%) on the paid up equity share capital of the Company for the financial year ended 31st March, 2015. The total payout of the proposed dividend is Rs. 475.08 lacs and Corporate Dividend Tax of Rs. 70.75 lacs. The dividend will be paid to members whose names would appear in the Register of Members as on the record date for the purpose of dividend for the Financial Year 2014-15. In respect of shares held in dematerialized form, it will be paid to the members whose names will be furnished by National Security Depository Ltd. and Central Depository Services (India) Ltd. on behalf of beneficial owners as on that date. A motion for confirmation of the dividend for the year is being placed before the Shareholders at the Annual General Meeting. UNCLAIMED DIVIDEND Transfer of Amount to Investor Education and Protection Fund Pursuant to the provision of Section 205A (5) of the Companies Act, 1956, the relevant amount against the Final Dividend for the financial year 2007-08 which remains unpaid or unclaimed for a period of seven years shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) by 30th day of October, 2015. Shareholders are requested to send their stale/outdated Final Dividend Warrants issued by the Company for the financial year 2007-08 to the Company on or before 30th day of October, 2015 enabling it to issue pay orders/demand drafts, as the case may be, to the Shareholders from whom the requisite requests are received, otherwise the Company would have no other option but to transfer this amount to the IEPF by 30th day of October, 2015 which is the last date for transfer of the said amount. The letters in this respect have already been sent by the Company to those shareholders whose Final Dividend Warrants for the financial year 2007-08 are unpaid/unclaimed as per record of the Company. No further correspondence would be entertained after such unpaid / unclaimed dividend amount is transferred to the IEPF. Once unclaimed dividend is transferred to IEPF, no claim shall lie against the Company in respect thereof. Details of unpaid/unclaimed dividends are available at the Company's website viz. www.ansals.com <http://www.ansals.com>. FIXED DEPOSITS The Company had been inviting/accepting and renewing deposits from the public and its Shareholders for past many years in accordance with the provisions of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. The scheme of fixed deposits was temporary stopped with effect from 1st April, 2014 due to additional requirements of obtaining credit rating, deposit insurance and Shareholders approval as stipulated by the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the Company has started accepting/ renewing the deposits with effect from 1st November, 2014 after complying with the additional requirements as laid down by the Companies Act, 2013 and rules thereunder. The details relating to the deposits as required by Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are given below : SHARE CAPITAL The paid up Equity Share Capital as on 31st March, 2015 was Rs. 59.47 crores. During the year under review, the Company did not issue shares of any kind or any convertible instruments. MATERIALCHANGESANDCOMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes or commitments have occurred between the close of the financial year of the Company to which the Balance Sheet relates and the date of the report which may affect the financial position of the Company. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE In furtherance of the Green Initiative in Corporate Governance announced by the Ministry of Corporate Affairs, the Company had in past requested the Shareholders to register their email addresses with the Registrar / Company for receiving the Report and Accounts, Notices etc. in electronic mode. However, some of the Shareholders have not yet registered their e-mail IDs with the Company. Shareholders who have not registered their email addresses are once again requested to register the same with the Company by sending their requests to sect@ansals.com <mailto:sect@ansals.com>. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented hereunder which forms part of the Annual Report. i) Industry Structure and Developments Global and Indian Economy Against initial expectations, the Global growth during 2014 has been lower exhibiting a pattern of disappointing out turns over the past several years. Several major forces are driving the global outlook, in particular, the sharp decline in oil prices since mid-2014, which will support global activity and help offset some of the headwinds to growth in oil-importing developing economies like India. However, it will dampen growth prospects for oil-exporting countries, with significant regional repercussions. The overall economic situation in the Country is looking better and the basic parameters of the Indian Economy are moving in the right direction. As per the Ministry of Finance report, the annual growth rate of the Indian Economy is projected to have increased to 7.4% in 2014-15 as compared to 6.9% in the fiscal year 2013-14. Indian inflation has moderated sharply as global oil prices have slumped since last year. Further, with inflation being at a record low, the Reserve Bank of India has reduced repo rate by 50 basis points in 2014-15 and by 25 basis points in Q1 of 2015-16. This will result in the reduction in interest rates, which will further boost the overall Indian Economy. Industry review With the rise in demand for office as well as residential spaces, the Indian real estate sector has witnessed high growth in last couple of years. As per data released by Department of Industrial Policy and Promotion, the construction development sector in India has received Foreign Direct Investment (FDI) equity inflows to the tune of more than US$ 24,000 million in the period April 2000-December 2014. The Government has in recent past taken several initiatives to encourage the development in the sector, one of them being : relaxation in the norms to allow Foreign Direct Investment (FDI) in the construction development sector. This move is expected to boost affordable housing projects and smart cities across the Country. The other key one is notification by the Securities and Exchange Board of India (SEBI) the final regulations that will govern Real Estate Investment Trusts (REITs) and I nfrastructure I nvestment Trusts (I nvITs). This move will enable easier access to funds for developers and create a new investment avenue for institutions and high net worth individuals, and eventually ordinary investors. While the basic framework for one-level taxation has been laid down by the Finance Act, 2014 and supplemented by the Finance Bill, 2015, certain challenges persist in structuring a REIT. Real Estate and ownership of dwelling constituted 7.8 percent of India's GDP in 201314. The market size of the sector is expected to increase at a Compound Annual Growth Rate (CAGR) of 11.2% during FY 2008-2020 to touch US$ 180 billion by 2020. ii) Opportunities and Threats Opportunities The Company firmly believes that as soon as policy reforms pick up the speed in the Country, the demand for Real Estate should turn up/remain strong in the medium to long term. Your Company's well-accepted brand, contemporary architecture, well-designed projects in strategic locations, strong balance sheet, and stable financial performance even in testing times make it a preferred choice for Customers and Shareholders. Your Company is ideally placed to further strengthen its development potential by acquiring new land parcels as well as following the collaboration route for execution of real estate projects. Challenges It is obvious that alongwith available opportunities the business has also to face challenges/threats at times. The Management of your Company finds the following business challenges to have their impact in the years to come: • Increased cost of finance • Unanticipated delays in project approvals • Availability of accomplished and trained labour force • Increased cost of manpower • Rising cost of construction • Over-regulated environment iii) Segment-wise Analysis Revenue of the Company is generated from two segments namely Development of Real Estate and Restaurants (Hospitality). The Hospitality Division is performing well with a turnover of Rs. 7.18 crores with reasonable profits in the financial year 2014-15. Total 52 employees are engaged in this Division. The Division has the Brand mainly "The Great Kabab Factory" which has been franchised from U Mac Hospitality Pvt. Ltd. Considering the low turnover of Hospitality Division, the Company has decided to gradually discontinue/sell off the restaurant business starting financial year 2015-16. iv) Outlook The real estate and construction industry plays a vital role in the development of the Indian Economy and is one of the largest generators of economic activity. The construction sector has strong linkages with various industries such as cement, steel, fixtures and fittings, etc. The real estate sector is an important component of the construction industry and serves as a propeller for private sector involvement in growth of the Country's built environment. Outlook for financial year 201516 would be governed by the implementation of REIT Regulations, the proposed New Real Estate Bill and the New Development Plans in National Capital Region. We expect financial year 2015-16 to be the start of growth year for the Indian Economy as a whole in view of various measures being taken by the new government to boost manufacturing and infrastructure development in the Country, particularly the project "Housing for all" which aims at construction of six crore houses by year 2022 and construction of 100 Smart Cities. Economists expect India's GDP growth in the range of 7.08.0% for financial year 2015-16. Your Company will endeavor to ensure smooth operations and develop high quality projects for its customers. v) Internal Control Systems and their Adequacy The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure that: ¦ Effective & Adequate internal control environment is maintained across the Company. ¦ All assets and resources are acquired economically, used efficiently and are adequately protected. ¦ Significant financial, managerial and operating information is accurate, reliable and is provided timely; and ¦ All internal policies and statutory guidelines are complied with. The effective implementation and independent monitoring of internal controls and processes is done by the Internal Audit. The Audit Committee of the Board reviews the Internal Audit findings and provides guidance on internal controls. It ensures that Internal Audit recommendations are effectively implemented. The Audit Committee of the Company met four times during the Financial Year 201415. It reviewed, inter-alia, the adequacy and effectiveness of the Internal Control Systems and monitored implementation of Internal Audit recommendations and overlooked other financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. vi) Risks and Concerns The Management of the Company anticipates the following major risks pertaining to the industry in which it operates: Liquidity risk The time required for liquidity of real estate property can vary depending on the quality and location of the property. Regulatory risks In terms of property ownership, permission from the Reserve Bank of India is required for foreign investors. For capital repatriation, investors need to apply for approval from the RBI, and Foreign Direct Investment is limited to a limited set of opportunities (e.g. townships). Macroeconomic risks Interest rates, inflation and exchange rate risks are amongst the important macroeconomic indicators and have shown decreased volatility. Ownership & Land Title Issues Lack of information in the real estate segment in India, coupled with the age old property related issues discourages the investment of the large players in the semi urban and rural areas thus slacking an overall growth of the real estate sector The sanctioning procedures and involvement of multiple agencies in sanctioning restrict the growth of the Real Estate Industry. Average time taken to get clearance for a project is increasing by every passing year thereby escalating costs for the Developers. The Company has broad based and strong in-house Legal Department to take care of Legal and Regulatory Risks. The requisite insurance covers are also taken by the Company for covering the disasters etc. The Audit Committee and the Board of Directors of the Company have been adopting adequate and timely risk management measures to take care of the risks. vii) Conclusion The Indian real estate sector promises to be a lucrative destination for Indians as well as foreign investors. The Indian real estate sector, if channelized properly, could accelerate the growth of several other sectors in India through its backward and forward linkages. Maturity of the real estate markets will lead to infusion of foreign investment and adoption of international best practices by real estate players. The Government has introduced many progressive reform measures to unlock the potential of the sector and also meet increasing demand levels. With the Indian securities market regulator SEBI allowing Real Estate Investment Trusts (REITs) in India, equity investors will have an exit option available to them. All these factors will contribute in making the Indian real estate market more organized and structured, thus providing better investment opportunities. viii) Cautionary Statement Statements in this Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Company's operations include a downward trend in the real estate development industry, rise in input costs and significant changes in political and economic environment, environment standards, tax laws, litigation and labour relations etc. AWARD OF ISO 9001: 2008 Your Company continues to enjoy the privilege of ISO 9001:2008 Certification granted to it on 16th April, 2005 through well known certification agency "DET NORSKE VERITAS". It will be the constant endeavour of the management to continuously stress on systems/quality for ultimate delivery of its products. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS Employee relations continue to be cordial and harmonious at all levels and in all divisions of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and steadfast dedication. The Company conducts consultations, dialogues, deliberations, negotiations and meetings in a congenial environment and arrives at amicable solutions to issues that crop from time to time. As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and relevant rules thereunder. No complaints were received by the Committee during the year under review. As on 31st March, 2015 the Company had a workforce of 693 employees including 52 employees of Hospitality Division of the Company. DECLARATION BY INDEPENDENT DIRECTORS All the Independent Directors of the Company have furnished to the Company a declaration to the effect that they meet the criteria of independence as provided in Sub-section 6 of Section 149 of Companies Act, 2013 read with Schedule IV thereof in the first Board Meeting held for the financial year 2015-16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS The Company had 5 Board meetings during the financial year under review for which notices were served in accordance with Section 173(3) of the Companies Act, 2013 at their address registered with the Company by the permitted mode of delivery. The details of the Board Meetings are given in the Corporate Governance Report that forms part of the Annual Report. POLICIES OF THE BOARD OF DIRECTORS/ COMPANY I. Nomination and Remuneration Policy of the Company The Company's policy on directors' appointment and remuneration is as under:- Appointment criteria and qualifications: a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment. b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position. c) The Company shall not appoint or continue the employment of any person as the Managing Director/ Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of Shareholders by passing a Special Resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years. Remuneration to Whole-time/Executive/ Managing Director, KMP and Senior Management Personnel: a) Fixed pay: The Managing Director, Whole-time Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the Shareholders and Central Government, wherever required. b) Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director/Whole-time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government. c) Provisions for excess remuneration: If any Managing Director/Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government. Remuneration to Non- Executive / Independent Director: a) Remuneration/Commission: The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013. b) Sitting Fees: The Non- Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. 40,000 per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. c) Commission: Commission may be paid within the monetary limit approved by Shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013. d) Stock Options: An Independent Director shall not be entitled to any stock option of the Company. II. Corporate Social Responsibility Policy The details about the policy developed and implemented by the Company on Corporate Social Responsibility and initiative taken during the year are given in the "Annexure-I" forming part of this report as specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014. III. Statement Concerning Development and Implementation of Risk Management Policy of the Company The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of Directors from time to time so that management controls the risk through properly defined network. Head of Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, Competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities etc. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same as the element of risk threatening the Company's existence is very minimal. IV. Whistle blower policy and/or vigil mechanism Clause 49 of the Listing Agreement entered into between the Company and Stock Exchanges and Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the (Meetings of Board & its Powers) Rules, 2014 provide for a mandatory requirement for all the listed companies to establish mechanism called "Whistle Blower Mechanism" for employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. In compliance of the above requirements, Ansal Housing & Construction Limited, being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated policy to enable director/s or stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, actual or suspected fraud or violation of the Code of Conduct or Policy for the time being in force. V. Related Party Transactions Policy In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Related Party Transactions (RPT) Policy to ensure the proper approval and reporting of transactions between the Company and its Related Parties. Such transactions are appropriate only if they are in the best interest of the Company and its Shareholders. All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. The Policy has been disclosed on the website of the Company viz. <http://> www.ansals.com/pdfs/policy-on- <http://www.ansals.com/pdfs/policy-on->related-party-transaction.pdf VI. Financial Controls Policy The Company has a well-defined Financial Controls Policy which has been framed keeping in view the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The objective of the Policy is to ensure the orderly and efficient conduct of business of the Company including adherence to company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. VII. Policy on Diversity of Board Your Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience and knowledge etc. of the members of the Board which is inevitable for achieving sustainable and balanced development. Keeping this in view, the Company has framed a "Policy on Board Diversity" in accordance with provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Policy on Board Diversity shall help the Nomination & Remuneration Committee of the Company while considering and recommending appointment of persons on the Board of Directors of the Company. Disclousre of Composition of Nomination and Remuneration Committee The Companies Act, 2013 requires those Companies to constitute a Nomination and Remuneration Committee, which fall under purview of Section 178 (1) read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. Your Company as covered by the said section constituted the Nomination and Remuneration Committee w.e.f. 28th day of May, 2014. STATUTORY AUDITORS & THEIR REPORT M/s. Khanna & Annadhanam, Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible have consented and offered themselves for re-appointment as statutory auditors for the financial year 2015-16. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated 28th July, 2015 from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re-appointment under the provisions of the applicable laws and also that there is no proceeding pending against them or any of their partners with respect to professional matters of conduct. Comments of the Auditors in their report and the notes forming part of the Accounts, are self-explanatory and need no comments. COST AUDITORS AND THEIR REPORT M/s. Chandra Wadhwa & Co., Cost Accountants, were appointed as Cost Auditors for the financial year 2014-15 to conduct cost audit of the accounts maintained by the Company in respect of the various projects prescribed under the applicable Cost Audit Rules. The Cost Audit Report given by the Cost Auditors for the financial year 2014-15 shall be filed as per the requirements of applicable laws. SECRETARIAL AUDITORS AND THEIR REPORT M/s. Vivek Arora, Company Secretaries were appointed as the Secretarial Auditors of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as "Annexure-II" and forms part of this report. The Secretarial Audit Report is self-explanatory and needs no comments. EXTRACTS OF THE ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 are furnished in Form MGT-9 which is attached as "Annexure-III" to this Report forming part hereof. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The particulars of Loans, Guarantees and Investments made by the Company during the year under review under Section 186 are provided hereunder:- PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES Particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are given in Form AOC-2 attached as "Annexure-IV" to this report and forming part of it. Your Company has taken necessary approvals as required by Section 188 read with Companies (Meeting of Board and its Powers) Rules, 2014 from time to time. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its various operations and the industry of which it is a part. The initiatives undertaken by the Company in this respect have been disclosed on the website of the Company at www.ansals <http://www.ansals>. com and weblink thereto is <http://www>. ansals.com/pdfs/Board-Familiarization- <http://ansals.com/pdfs/Board-Familiarization->Programme.pdf EVALUATION REPORT BY THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committees, such as, adequacy and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the Meeting, Board's focus, regulatory compliances and Corporate Governance etc. Similarly, for evaluation of individual Director's performance, the questionnaire covers various aspects like his/her profile, contribution to Board and Committee Meetings, execution and performance of specific duties, obligations and regulatory compliances and governance. Pursuant to the performance evaluation criteria framed as explained above, the Board undertook an evaluation of itself and its Committees. The Board, excluding the Independent Director being evaluated, also assessed the performance and the potential of each of the Independent Directors with a view to maximizing their contribution to the Board. As contemplated by the Act, the Independent Directors at a meeting conducted a review of the performance of the Chairman after taking into account the views of the Non-Executive Members of the Board. The process put in place by the Board, in accordance with the Companies Act, 2013 and the relevant provisions of the Listing Agreement, is aimed at improving the performance of the Board, its Committees and its Members. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year under review, Mrs. Nisha Ahuja (having DIN: 00001875) was appointed on the Board of Directors as an Additional Director of the Company on 26th September, 2014 to hold office till forthcoming Annual General Meeting. She, being eligible, seeks regularisation at the forthcoming Annual General Meeting. Your Directors propose to appoint her as Director of the Company at the ensuing Annual General Meeting who shall be liable to retire by rotation. Shri Sham Lal Chopra (having DIN: 00183194), Shri Surrinder Lal Kapur (having DIN: 00033312), Shri Ashok Khanna (having DIN: 01510677) and Shri Maharaj Kishen Trisal (having DIN: 00059545), the Directors of the Company were appointed as Independent Directors not liable to retire by rotation on 30th Annual General Meeting held on 25th September, 2014 of the Company to hold office upto 31st March, 2019. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement. Shri Pardeep Anand (DIN: 00088653), being liable to retire by rotation, ceased to be a Director of the Company w.e.f. the last Annual General Meeting held on 25th September, 2014 since he did not seek his re-appointment. The Board acknowledges and appreciates the contribution made by Mr. Pradeep Anand in the growth of the Company. In accordance with the provisions of Companies Act, 2013 Shri Kushagr Ansal (DIN: 01216563), Whole-time Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment. Mr. Som Nath Grover, a fellow member of the Institute of Company Secretaries of India, was appointed as Additional V.P. and Company Secretary of the Company with effect from 1st April, 2014. Mr. Sanjay Mehta, a member of the Institute of Chartered Accountants of India, who was already holding position of Chief Financial Officer as per Listing Agreement, was also designated with effect from 6th February, 2015 as the Chief Financial Officer of the Company as a Key Managerial Personnel under the provisions of the Companies Act, 2013. DISCLOSURE OF PARTICULARS OF EMPLOYEES' RECEIVING REMUNERATION OF Rs. 60.00 LAKHS OR MORE PER ANNUM OR Rs. 5.00 LAKHS OR MORE PER MONTH In accordance with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement of particulars of Employees receiving a remuneration of Rs. 60 lakhs or more per annum or Rs. 5.00 lakhs or more per month (if employed only for a part of the year) forming part of this Report is attached herewith in "Annexure-V". DISCLOUSRE OF DIRECTORS' REMUNERATION In accordance with section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosure related to Directors' Remuneration is as follow:- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy and Technology Absorption Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. DETAILS OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR No Company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of your Company during the year under review. MONITORING FRAMEWORK FOR SUBSIDIARY COMPANIES The Company monitors performance of its subsidiary companies, inter alia, by the following means: (i) The Audit Committee periodically reviews Financial Statements of the subsidiary companies, along with investments made by them; (ii) The Board of Directors reviews the minutes of the Board Meetings and statements of all significant transactions and arrangements, if any, of the subsidiary companies. Your Company does not have a Material Non-Listed Indian Subsidiary i.e. an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year. The Company shall formulate a policy for determining 'material subsidiary' as and when required. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE No significant and material orders were passed by the Regulators or Courts or Tribunals during the financial year 2014-15 which have an impact on the going concern status and Company's operations in future. CORPORATE GOVERNANCE Your Company attaches considerable significance to good Corporate Governance as an important step towards building strong investors' confidence, improving investor protection and maximising long-term stakeholders' value. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance, from the Auditors on compliance of mandatory requirements has been annexed as part of this Report. In order to comply with the provisions of Clause 47(f) in the Listing Agreement with the Stock Exchange(s), the Company has designated an E-mail ID-sect@ansals.com <mailto:ID-sect@ansals.com> which is exclusively for the clarifications/ queries/grievance redressal of the investors of the Company. LISTING OF EQUITY SHARES The Securities of the Company are listed and traded at BSE Limited and National Stock Exchange of India Ltd. The Company has paid listing fee to BSE Ltd. as well as National Stock Exchange of India Ltd. for the Financial Year 2015-16. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors confirm the following in respect of the Audited Annual Accounts for the Financial Year ended 31st March, 2015: i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures; ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2015 and of the profit of the Company for that period; iii) that the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the directors had prepared the annual accounts on a going concern basis; v) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and vi) that the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively. APPRECIATION Directors wish to place on record their deep thanks and gratitude to: a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support; b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage; c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year For and on behalf of the Board of Directors (Deepak Ansal) Chairman and Managing Director DIN: 00047971 Place : New Delhi Dated : 3rd August, 2015 Regd. Office : 15 UGF, Indra Prakash 21, Barakhamba Road, New Delhi - 110 001 |