DIRECTORS' REPORT TO, THE SHAREHOLDER(S), Your Directors have pleasure in presenting the the 29 Annual Report together with the audited financial statement of the Company for the year ended on st 31 March, 2015. During the financial year under review there is no change in the nature of business of your Company. Key highlights of the Business and Operations Some of the key highlights pertaining to the business of your Company, including its subsidiaries and joint ventures, for the year 2014-15 and period subsequent thereto are given hereunder: Launches, Approvals and Acquisitions: a) Ashiana Umang, Jaipur (Rajasthan): Launched Ashiana Umang comfort homes project in Jaipur (Rajasthan) comprising 2/3 BHK flats. The total saleable area of the entire project is approximately 12.42 lakhs sq. ft. b) Ashiana Surbhi, Bhiwadi (Rajasthan): Launched Ashiana Surbhi comfort homes project in Bhiwadi (Rajasthan) comprising 2/3 BHK flats with total saleable area of approximately 4.63 lakhs sq. ft. c) Ashiana Nirmay, Bhiwadi (Rajasthan): Launched Ashiana Nirmay senior living project in Bhiwadi (Rajasthan), which is a part of the project “Ashiana Town” comprising of 2/3 BHK flats with total saleable area of approximately 7.86 lakhs sq. ft. d) Ashiana Anmol, Sohna (Haryana): Launched Ashiana Anmol comfort homes project in Sohna (Gurgaon, Haryana) comprising 2/3 BHK flats with total saleable area of approximately 11.50 lakhs sq. ft. e) Ashiana Aangan Plaza, Neemrana (Rajasthan): Launched Ashiana Aangan Plaza, commercial project in Neemrana. This section has commercial block with total saleable area of approximately 0.042 lakhs sq. ft. f) Gulmohar Plaza, Jaipur (Rajasthan): Launched commercial cum residential block in Gulmohar Gardens project in Jaipur. This block has a total saleable area of approximately 0.345 lakhs sq. ft. g) Chennai Land: Entered into Development Agreement, on revenue sharing basis, with Real Estate (P) Ltd. (A group Company of Arihant Foundations & Housing Ltd.) a Chennai based real estate Company, for development of a senior living project as well as regular group housing project, with total saleable area of approximately 9.70 lakhs sq. ft. This land is situated at Sengundaram Village, Maraimalai Nagar, off GST Road, Chennai (Tamil Nadu) h) Bhiwadi Land: Acquired 1.51 Hectares of residential land. This land parcel is situated in the middle of the land of Comfort Homes project “Ashiana Town” project which has already been launched last year. This land has approval under section 90A of the Rajasthan Land Revenue Act. This will increase the saleable area of “Ashiana Town” project by approximately 4 lakhs sq. ft. Other Developments: a) CARE has upgraded the rating of your Company from CARE BBB+ (Is) i.e. Triple B Plus (Issuer Rating) to CARE A- (Is) i.e. A Minus (Issuer Rating); b) ICRA has upgraded the rating of your Company from [ICRA] BBB i.e. ICRA Triple B to [ICRA] Ai. e. ICRA A Minus; c) Handed over Phase IV, VI and Partial V of Rangoli Gardens project in Jaipur (Rajasthan); d) Handed over 24 units in Treehouse Residences project in Bhiwadi (Rajasthan); e) Handed over 'Taurus', one of the 4 phases of Ashiana Anantara, in Jamshedpur ahead of schedule; f) The Company filed a writ petition against Jamshedpur Notified Area Committee's (JNAC) order stopping construction work in Company's commercial project Marine Plaza in Sonari, Jamshedpur, which has been allowed by the Hon’ble High Court of Jharkhand, by their Order dated 17.12.2014. Consequently, the Company has been allowed to carry out construction and marketing of the project, and the State Government has been directed by the Court to complete their enquiry, if any, in the matter on or before 31.03.2015 which was subsequently extended by three months by the Court by their Order dated 08.04.2015. A sum of Rs. 1951.93 lakhs has been incurred by the Company on this project till the close of this year. Recognitions: During the year under review your Company was accorded the following awards: a) 'Best Investor Communication' practice in the Emerging Corporate category b) 'Realty Excellence Award-2014' for contribution in field of management of senior living project c) 'Realty Giant of North India - Award 2014' awarded by Realty Giant North India d) 'Most Talented Marketing Professional' (Real Estate) to our Marketing Team by by Lokmat e) 'Bhamashah Award' for contribution made in the field of education by the Govt. of Rajasthan, 2014 f) 'One of the Most Promising Companies of the Next Decade' by CNBC Awaaz g) Rangoli Gardens, Jaipur awarded as 'Best Budget Apartment Project of the Year' in Tier 2 cities by NDTV. General Reserve An amount of Rs. 35,00,00,000 has been transferred to General Reserve in respect of Financial Year under review. Dividend The Board of Directors of your Company has recommended a dividend @ 25 % i.e. Rs. 0.50 per equity share of Rs. 2/- for the Financial Year 2014-15. The dividend will be paid to members whose names appear in the register of members as on the record date and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on that date. Material Changes and Commitments Except as disclosed elsewhere in the Annual Report, there has been no material change and commitment, which affects the financial position of the Company between the end of financial year and the date of this report. Share Capital During the year under review your Company has issued and allotted 93,02,324 equity shares of face value of Rs. 2/- each at a premium of Rs. 213/- by way of private placement to the Qualified Institutional Buyers (QIB). Consequently, the equity share capital of the Company has increase from 9,30,49,775 equity shares to 10,23,52,099 equity shares. List of all such allottees is given herein below: Further, there are no shares with differential rights as to dividend, voting or otherwise. Extract of Annual Return An extract of the Annual Return of your Company, pursuant to Section 92(3) of the Companies Act, 2013, is given herewith as Annexure I; Number of Meetings of the Board of Directors The Board of Directors duly met four times during the year, in respect of which proper notices were given and the proceedings were properly recorded, and signed, in the minutes book maintained for the purpose. Directors’ Responsibility Statement As required under Section 134(5) of the Companies Act, 2013, the Directors of your Company hereby states that: 1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. The Directors had 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 at the end of the financial year and of the Profit and Loss of the Company for that period; 3. The Directors had 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; 4. The Directors had prepared the annual accounts on a going concern basis; 5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; 6. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Disclosures from Independent Directors Mr. Abhishek Dalmia, Mr. Hemant Kaul and Ms. Sonal Mattoo, all independent directors of the Company have given the requisite declaration in the th Board meeting dated 26 May, 2015 stating that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013. Audit Committee and Vigil Mechanism Details of the Audit Committee, terms of reference of the audit committee and vigil mechanism of the Company is given in the Corporate Governance section of the annual report which forms part of the Director’s Report. Policy of Nomination and Remuneration Committee Details of the Nomination & Remuneration Committee, terms of reference of this Committee is given in the Corporate Governance section of the annual report which forms part of the Director’s Report. Remuneration of Directors The disclosure pursuant to Section 197(12) of the Companies Act, 2013 relating to the remuneration of each director is given in Annexure II. Loans, Guarantee and Investments The particulars of Loans, Guarantee and Investments made by Company under Section 186 of Companies Act, 2013 is given in Annexure III. Particulars of Related Party Transaction The particulars of related party transactions entered into by the Company during the year pursuant to Section 188 of Companies Act, 2013, are given in Annexure IV. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Particulars with respect to Conservation of Energy and Technology Absorption as per section 134(3)(m) read with Rule 8(3) of Chapter IX of the Companies Act, 2013 are given in Annexure V. During the year under review there has been no foreign exchange earnings but there has been foreign exchange outgo of Rs. 1,50,53,067/- (One crore fifty lakhs fifty three thousand and sixty seven only). Risk Management Details of the Risk Management Committee and its policy are given in the Corporate Governance section of the annual report which forms part of the Director’s Report. Corporate Social Responsibility Initiatives Details of the Corporate Social Responsibility Committee and its policy are given in the Corporate Governance section of the annual report which forms part of the Director’s Report. A report on Corporate Social Responsibility initiative undertaken by the Company during the year is given in Annexure VI. Formal Annual Evaluation of the Board A statement indicating the performance of the Board and its committee and its individual directors is given in Annexure VII. Directors Details of the Directors and Key Managerial Personnel who were appointed or resigned during the year under review are as follows: a) Appointment of Director Mr. Narayan Anand was appointed as additional director by the Board of Directors on the 13 February, 2015. b) Resignation of Directors Mr. Ashok Kumar Mattoo and Mr. Lalit Kumar Chhawchharia, both independent directors resigned from the Board of Directors of the Company. Mr. Ashok Kumar Mattoo resigned on the 30 May, 2014 and Mr. Lalit Kumar the Chhawchharia, resigned on 11 November, 2014. c) Appointment and Resignation of KMP Mr. Bhagwan Kumar abdicated the position of the Company Secretary of the Company on 30 May, 2014. In his place Mr. Nitin Sharma was the appointed as Company Secretary on 30 May, 2014. Mr. Vikash Dugar was appointed as Chief the Financial Officer on 11 November, 2014 w.e.f. the 09 September, 2014. Subsidiary Companies During thee under review no new Company became subsidiary of your Company nor any of thee existing subsidiary companies ceased to be its subsidiary Company. A statement pursuant to Rule 5 & 8 of Chapter IX of Company (Accounts), 2013 containing salient features of thee financial statements of thee subsidiaries/associate companies/joint ventures of thee Company is given in Annexure VIII. Fixed Deposits During thee year under review your Company had neither invited nor accepted any deposits from thee public in terms of thee provisions of thee Companies Act, 2013 read withe Rules. Orders of Court/Tribunal/Regulator During thee year under review there was not any order passed by thee regulators or courts or tribunals which was material enough to impact thee going concern status and operations of your Company. Internal Financial Controls Thee Company has in place adequate internal financial controls wither reference to financial statements. During thee year, such controls were tested and no reportable material weakness in thee design or operation was observed. Secretarial Audit Report Thee Board has appointed M/s. A. K. Verma & Co., Practicing Company Secretary, to conduct Secretarial Audit for thee financial year 2014-15. Thee Secretarial st Audit Report for thee financial year ended 31 March, 2015 is given in Annexure IX. Thee Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Reservation and Qualification in Auditor’s Report There are no adverse remarks or any reservation or qualifications by thee Statuary Auditors of thee Company in their report for thee year under review. Auditors Thee shareholders of thee company had appointed M/s. B. Chhawchharia & Co. as Statutory Auditors of thee Company for a period of there years from thee conclusion of their annual general meeting held on the 29 August, 2014. Thee said appointment was made subject to ratification at every annual general meeting. A resolution ratifying thee appointment of M/s. B. Chhawchharia & Co. as statutory auditors is being placed before thee shareholders of thee Company. Thee Notes on financial statement referred to in thee Auditors’ Report are self-explanatory and do not call for any further comments. Cost Auditor Based on thee recommendation of audit committee, Mr. Ramawatar Sunar, Cost Accountant having Membership No. 10567, has been appointed by thee Board as thee Cost Auditors of thee Company for thee Financial Year 2014-15 subject to ratification of remuneration by thee Members. Thee Company has received a letter from them to thee effect theta their appointment would be with in thee limits prescribed under section 141(3)(g) of thee Companies Act, 2013 and the at he is not disqualified for such appointment in terms of thee provisions of thee Companies Act, 2013. Transfer to Investor Education and Protection Fund nd Thee Company transferred on 22 November, 2014, Rs. 8,29,773/- to thee Investor Education and Protection Fund established by thee Central Government in compliance wither section 125 of thee Companies Act, 2013. Theism amount represented thee unclaimed dividend in respect of thee financial year 2006-07, which was lying wither thee Company for a period of seven years from thee date of transfer to unpaid-unclaimed dividend account. Prior to transferring thee aforesaid sum thee Company had been reminding to thee shareholders about unpaid unclaimed dividend in every annual report. Thee Company is in thee process of complying wither thee requirements of section 124(6) of thee Companies Act, 2013 related to thee transfer of all shares in thee name of Investor Education and Protection Fund in respect of which unpaid or unclaimed dividend has been transferred to IEPF. Particulars of Employees and Related Disclosures During thee year under review none of thee employees of thee Company was in receipt of thee remuneration as specified in rules 5(2) and 5(3) of thee Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read wither thee provisions of section 197(12) of thee Companies Act, 2013, or was in receipt of thee remuneration in excess of the at drawn by Managing Director, Joint Managing Director or Whole Time Director, and is/was holding, along with his/her spouse and dependent children not less the an two percent of thee equity shares of thee Company. Acknowledgment Thee Board of Directors takes the is opportunity to express its grateful the anks and wish to place on record its appreciation to thee Government of India, thee Government of Rajasthean, thee Government of Haryana, thee Government of Maharashtra, thee Govt. of Jharkhand, thee Govt. of Gujarat, thee Govt. of West Bengal and their agencies for providing us excellent business opportunities, to our bankers for their continued support and guidance from time to time and to thee employees of thee Company at all levels for thee continued co-operation and unstinted support extended to thee Company. Thee Directors also express their sincere thanks to all thee shareholders for thee continued support and trust they have reposed in thee Management. For and on behalf of thee Board Vishal Gupta (Managing Director) Ankur Gupta (Jt. Managing Director |