DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting the thirty first Annual Report together with Audited Financial Statements of the Company for the year ended 31st March, 2015 DIVIDEND Your Directors are pleased to recommend, for your approval, payment of Dividend at the rate of Rs. 1 per ordinary equity share i.e. 10% for the year ended on the 31st march, 2015 (Previous year Rs. 1.5 i.e. 15%), which, if approved, by the shareholders in the ensuing Annual General Meeting will absorb Rs 88.87 Lacs approx. including payment of Tax, surcharge and cess thereon. RESERVES Reserve and surplus at the beginning of the year was Rs. 7862.39 lacs. Your Company proposes to carry to reserve a sum of Rs. 1000 lacs which makes Reserve and surplus at the end of year i.e 31st March, 2015 Rs. 8604.38 Lacs. REVIEW OF OPERATIONS / STATE OF COMPANY'S AFFAIR During the year under review Profit before Tax is at Rs. 13.96 crores as against last year 17.55 crores. The sales and other income is 101.10 crores as against previous year 90.96 crores. Out of the disposable surplus of Rs. 1313.23 lacs, a sum of Rs. 88.87 Lacs has been kept for dividend and dividend distribution tax and a sum of Rs. 1000 lacs has been transferred to General Reserves. Reserve and surplus stood at Rs. 8604.38 lacs at the end of the year. The operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report and the same forms part of this Directors' Report. ISO 9001:2008 CERTIFICATION We have immense pleasure to inform all of you that your Company has been awarded ISO 9001:2008 certification on 25th may, 2011. ISO is a powerful set of statistical and management tool that can create dramatic increase in systematic productivity, customers satisfaction and shareholder's value. Your Company continues to adhere to its true spirit, along with the system and procedures laid down in its "QUALITY MANUAL" CORPORATE GOVERNANCE We believe, Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. It is an upward-moving target that we collectively strive towards achieving it. The Company is committed on adopting the best practice of corporate governance and has taken adequate steps to ensure compliance with the provisions of Corporate Governance set out by SEBI. The requisite certificate from Independent Auditors M/s Sekhri & Associates, chartered Accountants, confirming the compliance of the provisions of the corporate governance as stipulated in clause 49 of Listing Agreement is attached to the report on Corporate Governance along with Management's Discussion and Analysis Report which forms an integral part of the Annual Report. LISTING The Equity shares of the Company are listed at Bombay Stock Exchange Limited (BSE). The Company has paid Listing Fee to the said exchange upto the financial year 2015-16. CORPORATE SOCIAL RESPONSIBILITY (CSR) With the enactment of the Companies Act, 2013 and with the Companies (Corporate Social Responsibility) Rules, 2014 every Company having networth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or net profit of Rs. 5 Crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years. Accordingly, Board of Directors in their meeting held on 29th May, 2014 has constituted a Corporate Social Responsibility (CSR) Committee pursuant to section 135 of Companies Act, 2013. The composition of the CSR Committee is as under- (i) Shri Subhash Verma (ii) Shri Gopal Ansal (iii) Shri V. P. Verma Shri Subhash Verma and Shri V. P. Verma are Independent Directors. The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: <http://www.ansalabl.com/> pdfs/Corporate-Social-Responsibility-CSR-Committee-and-its-Policy.pdf During the period under review the Company has identified three core areas of engagement: Rural Development, Education and Health The Company would also undertake other need based initiatives in compliance with schedule VII to the Act. The Company is supporting various CSR programs through implementing agencies viz. Gyan Bharti Trust, Savera Association and Rotary Club Gurgaon South City Community Service Society. During the year under review the Company has allocated T 35,00,000/- (Thirty five lacs only), being 2% of average net profit of the Company made during the three immediately preceding financial years, to spend under Corporate Social Responsibility Policy, through above implementing agencies. An Annual Report on CSR activities being undertaken by the Company is annexed as an Annexure — 'A' SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES During the year under review no Company has become or ceased to be subsidiary, Joint venture or associate companies during the year. The Company has 100% shareholding of its five non listed indian subsidiary companies i.e. M/s Ansal Real Estate Developers Pvt. Ltd., M/s Lancers Resorts & Tours Pvt. Ltd., M/s Potent Housing and Construction Pvt. Ltd., M/s Sabina Park Resorts and Marketing Pvt. Ltd. and Triveni Apartments Pvt. Ltd. in order to have better and effective control over the affairs of Company. These Companies do not fall under the category of 'Material Unlisted Subsidiary Companies' under clause 49 (V) of Listing Agreement. Besides the above, the Company has five joint venture Companies viz. M/s Ansal Crown Infrabuild Private Limited, M/s JKD Pearl Developers Private Limited, M/s Incredible Real Estate Private Limited, M/s Southern Buildmart Private Limited and M/s Sunmoon Buildmart Private Limited. The Company has also one associate Company viz. M/s Aadharshila Towers Private Limited. The Company made available the Annual Accounts of the subsidiary companies and related detailed information to any member of the Company, who may seek such information. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company. Pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in Form AOC-1 attached to the Financial Statement of the Company and hence not repeated here for the sake of brevity. CONSOLIDATED FINANCIAL STATEMENT In accordance with the Companies Act, 2013 and Accounting standard (AS) — 21 on Consolidated Financial Statements read with AS — 23 on Accounting for Investments in Associates and AS — 27 on Financial Reporting of Interests in Joint Ventures, issued by Institute of Chartered Accountants of India, your Directors have pleasure in attaching the audited consolidated financial statements which form part of the Annual Report. DEPOSITORY SYSTEM Pursuant to the directions of the Securities and Exchange Board of India (SEBI) effective from 26th March, 2001 trading in the Company's shares in dematerialization form has been made compulsory for all investors. Dematerialization form of trading would facilitate quick transfer and save stamp duty on transfer of shares. However, members are free to keep the shares in physical form or to hold the shares with a "DEPOSITORY PARTICIPANT" in demat form. For this purpose the Company has appointed M/s Link Intime India Pvt. Ltd. as Registrar and Share Transfer Agent (RTA) of the Company. The specific ISIN No. allotted to the Company by NSDL and CDSL is INE030C01015. DEPOSITS During the year under review, the Company had not accepted any fresh Deposit or renew old Deposits but Company had repaid all Deposits accepted in the previous years. All the previous deposits are in compliance with the requirement of Chapter V of the Companies Act, 2013. There is NO DEFAULT in repayment of deposits or payment of interest thereon during the year under review. However, details relating to deposits, covered under Chapter V of the Companies Act, 2013 are as under: (a) Accepted during the year : Nil (b) Remained unpaid or unclaimed as at the end of the year : Nil (c) whether there has been any default in repayment of deposits : Nil or payment of interest thereon during the year and if so, number of such cases and the total amount involved (i) at the beginning of the year : Nil (ii) maximum during the year : Nil (iii) at the end of the year : Nil (d) the details of deposits which are not in compliance with the : Nil Requirement of chapter V of the Act. TRANSFER OF UNCLAIMED DEPOSIT/DIVIDEND TO IEPF As per provision of section 124 and 125 of the Companies Act, 2013, dividend/deposit remaining unclaimed for a period of seven years from the date they become due for payment have to be transferred to Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review unclaimed dividend of Rs. 4,95,628/- of the year 2006-2007 and unclaimed deposit of Rs. 24,408/- (including interest due thereon) were due for transfer to the said IEPF and the Company had transferred said unclaimed dividend of Rs. 4,95,628/- and said unclaimed deposit Rs.24,408/ - to the said IEPF, in time. Independent Auditors M/s Sekhri & Associates, Chartered Accountants (Firm Regd. No. 018322N) were appointed as Independent Auditors of the Company in last Annual General Meeting, held on 27th September, 2014, for the period of three years subject to ratification of their appointment in every Annual General Meetings and revision of their remuneration annually. The Audit Committee and the Board of Directors recommended to ratify the appointment of above Auditors till the conclusion of next Annual General Meeting. Their appointment would be ratified at the ensuing Annual General Meeting. The notes on financial statement referred to in Auditors' Report are self-explanatory and do not call for any further comments. The Auditors commented vide point No (ix) of their report that the Company has delayed in repayment of total EMI of Rs. 3,33,873 to financial institutions and banks and the period of delay was ranging from 7 to 11 days for which the Company is taking appropriate action that there should not be any delay as such in the future. Internal Auditors The Board of Directors of your Company has appointed M/s Shailender K. Bajaj & Co. Chartered Accountants, (Firm Registration No. 12491N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-16. Secretarial Auditors The Board has appointed M/s Mahesh Gupta & Company, Practicing Company Secretary, to conduct Secretarial audit for the financial year 2014-2015. There is no qualification, reservation or adverse remark made by Secretarial Auditor of the Company in their report for the financial year 2014-15 except a few non-significant remarks as mentioned in Annexure B1 of their Report for which the Company is carrying corrective steps. A Secretarial Audit Report given by M/s Mahesh Gupta & Company is annexed herewith as Annexure —'B' Cost Auditors As per provisions of Section 148 of the Companies act, 2013 read with rule 4 of Companies (Cost Records and Audit) Rules, 2014 the audit of cost records was not applicable for the year 2014-15. However, the Company is maintaining the Cost Records and a Cost Compliance Certificate from M/ s Gaurav Kumar & Co. has been obtained for the above year. For the financial year 2015-16, the Board of Directors of the Company has appointed M/s Gaurav Kumar & Co. (Firm Registration No. 101428), as Cost Auditors of the Company. DIRECTORS (A) Change in Directors and Key Managerial Personnel Shri R L Gupta WTD (Finance & Business Development) (DIN No. 00137306) and Chief Financial Officer (CFO) of the Company had resigned from directorship and office of CFO w.e.f. 13th November, 2014. Smt. Ritu Ansal was appointed as Additional Director, w.e.f. 8th August, 2014, under section 161(1) of the Companies Act, 2013 who was to hold office upto the last Annual General Meeting. Accordingly she vacated her office on last AGM held on 27th September, 2014. To comply with the provision of section 149 read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 relating to woman director Smt. Ritu Ansal (DIN No. 00667175) was appointed again as Additional Director of the Company w.e.f 13th November, 2014. Now she is being regularized in the ensuing AGM to be held on 29th September, 2015. In accordance with the provisions of the Companies Act, 2013 read with schedule V and the Articles of Association of the Company, Nomination and Remuneration Committee and Board of Directors have recommended for re-appointment of Shri Gopal Ansal (DIN 00014172) as Chairman cum Managing Director w.e.f. 1st April, 2015 for further period of three years. In accordance with provision of section 152 of the Companies Act, 2013 and Articles of Association of the Company Shri Gaurav Mohan Puri, Wholetime Director (Projects) (DIN No. 01867563) of the Company retires by rotation and being eligible offers himself for reappointment. (B) Declaration by Independent Directors Shri Subhash Verma, Shri Ved Prakash Verma and Shri K S Bakshi, independent directors of the Company has given a Declaration that they meet the criteria of Independence as provided in sub section (6) of Section 149 of the Companies Act, 2013. (C) Formal Annual Evaluation Nomination and Remuneration Committee has, in their meeting held on 13th February, 2015, prescribed the manner in which formal annual evaluation shall be made by the Board of its own performance and that of its committees and individual directors. Pursuant to the Provision of the Companies Act, 2013 and clause 49 of the listing agreement, the Board has carried out an Annual Evaluation of its own performance, that of its Committee and the Directors individually. The Annual evaluation of Non-Independent Directors, Chairman cum Managing Director and the Board as a whole was done at a separate meeting held by Independent Directors. The performance evaluation of Independent Directors was done by entire Board, excluding Directors being evaluated. (D) Remuneration Policy The Board has framed a Policy for "Appointment and Remuneration of Key Managerial Personnel and whole time Directors and Independent Directors and other Senior Employees". (E) Familiarisation Programmes of Independent Directors The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the Company and related matters are put up on the website of the Company at the link: <http://www.ansalabl.com/pdfs/Familiarisation-Programme-for-the-Independent->Directors.pdf DISCLOSURES UNDER COMPANIES ACT, 2013 Composition of Audit Committee The Company has constituted an Audit Committee comprising three Directors. Out of them, two are Independent Directors namely Shri Subhash Verma and Shri V. P. Verma and one Shri Gopal Ansal as other member. All the recommendations made by the Audit Committee were accepted by the Board. Vigil Mechanism for directors and employees During the year under review Company has established a vigil mechanism for directors and employees to report their genuine concerns and grievances. Under this mechanism a "Whistle Blower Policy" has been formulated to provide an opportunity to directors and employees an avenue to raise their concerns and grievance, to access in good faith the Audit committee to the highest possible standard of ethical, moral and legal business conduct. The policy also provides adequate safeguards against victimization of directors and employees who avail the vigil mechanism. The "Whistle Blower policy" as approved by the Board of Directors was uploaded on the Company's website www.ansalabl.com at weblink <http://www.ansalabl.com/pdfs/Whistle-Blower-Policy.pdf> Meetings of the Board During the year under review four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report. Particulars of Loans, Guarantees and Investments Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements. Your Directors draw kind attention of the Members to Note-12 of Standalone Financial Statement for details. Extract of the Annual Return An extract of Annual Return under section 92(3) of Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, in Form No. MGT-9 is attached as Annexure- 'C' Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo The particulars as required under clause (m) of sub-section 3 of Section 134 of the companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, are set out as under: (A) Conservation of energy- (i) the steps taken or impact on conservation of energy; : Nil (ii) the steps taken by the Company for utilizing alternate sources of energy; : Nil (iii) the capital investment on energy conservation; : Nil (B) Technology absorption- (i) the efforts made towards technology absorption; : Nil (ii) the benefits derived like product improvement, cost reduction, product : Nil development or import substitution; (iii) In case of imported technology: (a) The details of technology imported : N/A (b) The year of import : N/A (c) Whether the technology been fully absorbed : N/A (d) if not fully absorbed, areas where absorption has not : N/A taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development. : Nil (C) Foreign exchange earnings and outgo- The particulars relating to Foreign Exchange earning and Outgo during the period are: Foreign Exchange Earning : Nil Foreign Exchange Outgo X 2.83 Lacs PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Disclosures required under the Provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure —'D'. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure — 'E' RISK MANAGEMENT POLICY In order to timely anticipate, identify, analyse and then manage threats that could severely impact or bring down the organization, Company has developed a "Risk Management Policy". The Policy was placed before the Board and approved by the Board of Directors. During the year under review no element of risk has been identified which, in the opinion of Board, may threaten the existence of the Company. INTERNAL FINANCIAL CONTROL The Board of directors of the Company had discussed in their meeting about the effectiveness and appropriateness of a sound Internal Financial Control System already established in the Company. They also discussed the strength and weakness of the system. They also discussed the various suggestions recommended by the audit committee with the internal auditors. Internal audit department provide an annual overall assessment of the robustness of the Internal Financial control System in the Company. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES None of the transactions with any of related parties were in conflict with the Company's interest. All contracts / arrangements / transaction entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Therefore, the provisions of Section 188(1) of the Companies Act, 2013 are not applicable. Disclosure as required by the Accounting Standard (AS-18) has been made in notes to the financial statement. Your Directors draw attention of the members to Note 34 to the financial statement which sets out related party disclosures. MATERIAL CHANGE AND COMMITMENTS No changes, affecting the financial position of the Company, has occurred between the end of financial year 2014-2015 i.e. 31st March, 2015 and the date of this report, except the appointment of CFO of the Company on 4th May, 2015. DIRECTORS' RESPONSIBILITY STATEMENT As stipulated in Section 134(5) of the Companies Act, 2013, your Directors subscribe to the "Directors' Responsibility Statement" and confirm as under: (i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period; (iii) That the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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; and (v) That the directors of the Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no incidence / transactions on these items during the year under review: 1. Issue of equity shares with deferential rights as to dividend, voting or otherwise. 2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 3. Neither the Managing Director nor the whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries. 4. No order either of Court, any Regulator or of any Tribunal has been passed concerning the Company or its Directors. 5. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. 6. There is no change in the nature of business of the Company during the year under review. ACKNOWLEDGEMENT We wish to convey our sincere thanks to various agencies of the Central Government, State Governments, Banks and Business Associations for their co-operation to the Company. We also wish to place on record our deep sense of appreciation for the committed services by the Company's executives, staff and workers. For & on behalf of the Board GOPAL ANSAL Chairman cum Managing Director (DIN: 00014172) Place: New Delhi Date: 29th May, 2015 |