Ansal Buildwell Ltd Directors Report.

Dear Shareholders,

The Directors have pleasure in presenting the thirty fifth Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2019.

FINANCIAL SUMMARY / RESULTS

The Working results of the Company are briefly given below:

Current Year Previous Year
(Rs. In Lakh) (Rs. In Lakh)
Sales & Other Income 4702.41 7,473.33
Profit before Interest & Depreciation etc. 518.28 1,702.11
Less:
Finance Cost 1184.81 1,073.85
Depreciation and Amortization 79.89 91.61
1264.71 1,165.46
Profit/(Loss) before Tax (746.42) 536.65
Less: Tax Expenses
Current Tax (86.78) (378.55)
Deferred Tax 4.19 15.14
Provision for taxation from earlier years -- --
Profit after Tax (837.39) 142.95
Add: Other Comprehensive Income 16.36 34.88
Surplus Profit brought forward from previous year 427.18 249.35
Profit available for appropriation (393.85) 427.18
Less: Payment of dividend on equity shares* 44.51 -
Corporate dividend Tax 0.03 -
Transfer to General reserve - -
Closing Balance of Surplus Profit (438.39) 427.18

* Dividend @0.50 per share Rs. 36.92 lakhs and dividend distribution tax Rs 7.59 lakhs for the financial year 2017-18.

The Company has adopted Indian Accounting Standards ("IND AS") from April 1, 2017 and accordingly the financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 as amended (IND AS) prepared under Section 133 of the Companies Act, 2013. The date of transition to IND AS is April1, 2016.

DIVIDEND

In order to conserve the resources of the Company, your Directors decided not to recommend any dividend for the year ended 31st March, 2019 (previous year 5%).

OTHER EQUITY

Other Equity at the beginning of the year was Rs 9307.88 lakhs. Other Equity at the end of year i.e. 31st March, 2019, is Rs. 8442.37 Lakhs.

REVIEW OF OPERATIONS / STATE OF COMPANYS AFFAIR

During the year under review Loss before Tax is at Rs. 746.42 lakhs as against last years profit before tax Rs. 536.65 lakhs. The sales and other income is 4702.41 lakhs as against previous year 7,473.33 lakhs. Loss after tax at the end of the year is Rs. 837.39 lakhs. Other Equity stood at Rs. 8442.37 lakhs as at 31st march, 2019.

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 shareholders value. Your Company continues to adhere to its true spirit, along with the system and procedures laid down in its "QUALITY MANUAL"

CORPORATE GOVERNANCE

Corporate governance refers to the accountability of the Board of directors to all stakeholders of the Company i.e. shareholders, employees, suppliers, customers and society at large towards giving the Conmpany a fair, efficient and transparent administration. To accomplish this goal we constantly follow the principles of ‘Transparency the quality of disclosure which enables one to understand the truth easily; ‘Accountability means the responsibility to explain the results of decisions taken in the interest of Company; Independence on part of top management to take all corporate decisions on business prudence. The requisite certificate from Independent Auditors M/s I. P Pasricha & Co., Chartered Accountants, confirming the compliance of the provisions of the corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is attached to the report on Corporate Governance along with Managements 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 2019-20.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee headed by Shri Subahsh Verma as chairman with Shri Gopal Ansal and Shri Suresh Kumar Gupta as members. During the year under review Shri Suresh Kumar Gupta had resigned from the membership of the committee on 18th March, 2019 there after Smt Suman Dahiya, Independent Director, was appointed as a member of CSR Committee on 30 may, 2019. Shri Ajay Kumar Pandita, CSR Incharge, looks after the day to day operation of CSR activities of the Company as approved by CSR Committee.

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 Companys website at the link: http://www.ansalabl.com/pdfs/ Corporate-Social-Responsibility-CSR-Committee-and-its-Policy-12318.pdf During the period under review the Company has identified two core areas of engagement; Rural Development and Health. The Company would / may also undertake other need based initiatives in compliance with schedule VII to the Act.

The Company is supporting various CSR programs through implementing agency ‘Gyan Bharti Trust and ‘Rotary club of Gurgaon South City Community Service Society (Regd.). The average net profit of the Company, computed as per Section 198 of the Companies Act, 2013, during three immediately preceding financial years is Rs. 604.34 lakhs. It was hence required to spend Rs. 12.08 lakhs (Eighteen lakhs Sixteen Thousand only), being 2% of average net profit of the Company made during the three immediately preceding financial years An Annual Report on CSR activities being undertaken by the Company through its implementing agency ‘Gyan Bharti Trust and Rotary club of Gurgaon South City Community Service Society (Regd.) 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. The Company has 100% shareholding of its five non listed Indian wholly owned 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 M/s Triveni Apartments Pvt. Ltd. in order to have better and effective control over the affairs of Company. These subsidiary companies do not fall under the category of ‘Material subsidiary company under Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Besides the above, the Company has five joint venture companies viz. M/s Ansal Crown Infrabuild Pvt. Ltd., M/s JKD Pearl Developers Pvt. Ltd., M/s Incredible Real Estate Pvt. Ltd., M/s Southern Buildmart Pvt. Ltd., and M/s Sunmoon Buildmart Pvt. Ltd. The Company has also one Associate Company viz. Aadharshila Towers Pvt. Ltd.

The Annual Accounts of the subsidiaries and detailed information are kept at the registered office of the Company and available to investors seeking information during business hours of the Company. The financial statements of the subsidiaries companies are also uploaded at companys web-site www.ansalabl.com. 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

The consolidated financial statement of the Company, its subsidiaries, associates and joint venture companies, prepared in accordance with accounting principles generally accepted in India, including accounting standards specified under Section 133 of the companies Act, 2013 read with rule 7 of the companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the consolidated financial statement of the Company.

DEPOSITORY SYSTEM

Pursuant to the directions of the Securities and Exchange Board of India (SEBI) effective from 26th March, 2001 trading in the Companys 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. Members are free to keep the shares in physical form or to hold the shares with a "DEPOSITORY PARTICIPANT" in demat form. However, from April 1, 2019, no shares in physical form can be lodged for transfer and only shares in dematerialized form will be transferred. 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

The Company has not accepted any public deposit during the financial year under review.

TRANSFER OF UNCLAIMED DIVIDEND / DEPOSIT TO IEPF

As per provision of Section 124 and 125 of the Companies Act, 2013, dividend, deposit etc 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. 4,69,897/- for the year 2010-11 were due for transfer to the said IEPF and the Company had transferred said unclaimed dividend of Rs. 4,69,897/- to the said IEPF, in time.

AUDITORS AND AUDITORS REPORT

Independent Auditors

Pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014 the Company had appointed M/s I. P. Pasricha & company, Chartered Accountants (Firm Registration No. 000120N) as Independent Auditors of the Company in its EGM held on Friday the 8th December, 2017, to hold office for a term of 5 consecutive years from 27th September, 2017 till the conclusion of the 38th Annual General Meeting subject to ratification of their appointment by the members annually at a remuneration to be decided annually by the Board of Directors of the Company.

The notes on financial statement referred to in Auditors Report are self-explanatory and do not call for any further comments. The Auditors commented in their report that the Company has delayed in repayment of dues to financial institutions and Banks, as mentioned in para (v) of Annexure to the Auditors Report. The Company is taking appropriate action that there should not be any delay as such in 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. The Audit Committee take into consideration observation and corrective actions suggested by the Internal Auditors.

Secretarial Auditors

Pursuant to provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of directors of the Company had appointed M/s Mahesh Gupta & Company, a firm of company secretaries in practice, (C.P. No. 1999), to undertake the secretarial audit of the Company for the year ended 31st March, 2019. The Secretarial Audit Report given by M/s Mahesh Gupta & Company is annexed herewith as Annexure ‘B There is no qualification, reservation or significant adverse remark made by Secretarial Auditors of the Company in their report for the financial year 2018-2019, except a reference that the composition of Board of Directors and its committees was not adequate for a short period of 12 days, consequent upon the resignation of Mr. Suresh Kumar Gupta (Independent Director) with effect from 18th March, 2019. The directors noted their observation and took immediate step to appoint Smt. Suman Dahiya as Independent Director w.e.f. 30th May, 2019. Besides this, the Secretarial Auditors have also observed that in Audit Committee Meeting held on 14th August, 2018 one Independent Director and one Executive Director were present, while their should be two Independent Directors present in that Audit Committee Meeting. Further they observed that there was a delay of few days in intimation to stock exchange regarding resignation of Mr. Suresh Kumar Gupta and filing of a statement of investor complaint. The Company had also received a notice from Haryana State Pollution Control Board for which matter is being pursude with authorities. The board of Directors noted the observation of Secretarial Auditors and taking appropriate action that such occurrence should not happen in future.

Annual Secretarial compliance report from M/s Kapahi and Associate, practicing company secretary (CP No. 1118), as required vide SEBI circular No CIR/CFD/CMD1/27/2019, is attached as Annexure ‘C. We have no material unlisted Indian subsidiaries; hence secretarial audit of subsidiary companies is not required.

Cost Accounts and Records

Pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013, prescribed cost accounts and cost records have been maintained for the year 2018-19.

DIRECTORS

(A) Change in Directors and Key Managerial Personnel

During the year under review, Shri Suresh Kumar Gupta the Independent Director had resigned from Directorship of the Company on 18th March, 2019.

The Board of Directors in their meeting held on 30th May, 2019, appointed Smt. Suman Dahiya as Independent Director with immediate effect.

In accordance with provision of Section 152 of the Companies Act, 2013 and Articles of Association of the Company Smt. Ritu Ansal Ansal Director (DIN: 00667175) of the Company retires by rotation and being eligible offers herself for reappointment.

(B) Declaration by Independent Directors

Shri Subhash Verma, and Smt. Suman Dahiya, Independent directors of the Company have given a Declaration that they meet the criteria of Independence as laid down under sub Section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the listing regulation.

(C) Formal Annual Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Board has carried out an Annual Evaluation of its own performance, that of its Committee and the Directors individually. Nomination and Remuneration Committee has prescribed the criteria for performance evaluation of Board, its committees and individual directors.

Directors were evaluated on various aspects, including inter alia active participation, specialization on subject and expressing views, dissemination of information and explanation or response on various queries in the meeting.

The performance evaluation of Non-Independent Directors, Chairman cum Managing Director and the Board as a whole was carried out by Independent Directors. The performance evaluation of Independent Directors was carried out by the entire Board, excluding Directors being evaluated.

(D) Remuneration Policy

The Company has adopted a Policy for "Appointment and Remuneration of Key Managerial Personnel and whole time Directors and Independent Directors and other Senior Employees" pursuant to provisions of the Act and listing regulations as follows;

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive to the working of the Company and its goals.

(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

(F) DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability, confirm that: (i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures; (ii) they have 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 & Loss of the Company for that period; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going concern basis; (v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; (vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURES UNDER COMPANIES ACT, 2013

Composition of Audit Committee

The Board has re-constituted an Audit Committee with Shri Subhash Verma as chairman and Shri Suresh Kumar Gupta and Shri Gopal Ansal as members. Shri Suresh Kumar Gupta has resigned from directorship of the Company w.e.f. 18th March, 2019. Audit committee has now been re-constituted w.e.f. 30th May, 2019 to include Smt. Suman Dahiya, Independent Director, as member. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Vigil Mechanism for directors and employees

The 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 Companys website www.ansalabl.com at weblink http://www.ansalabl.com/pdfs/Whistle-Blower-Policy.pdf

Board and Committee Meetings

Agenda of Board and Committee Meetings held during the year was circulated in advance to the Directors. During the year under review four Board Meetings and four Audit Committee Meetings were convened and held. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

Particulars of Loans, Guarantees and Investments

Details of loan, Guarantees and Investment covered under the Provisions of Section 186 of the Companies Act, 2013, are given in the accompanying Financial Statements. Your Directors draw your kind attention to notes of standalone financial statements 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- ‘D Conservation of Energy, Technology Absorption and Foreign Exchange Earnings 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 development or import substitution; : Nil
(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 taken place, and the reasons thereof; and : N/A
(iv) the expenditure incurred on Research and Development. : Nil
(C) Foreign exchange earnings and outgo-
The particulars relating to Foreign Exchange earnings and Outgo during the period are:
Foreign Exchange Earning : Nil
Foreign Exchange Outgo : 2.64 Lakhs

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures required under the Provisions of 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

Disclosures pertaining to remuneration and other details as required under 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 ‘F

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 has been 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. The policy has been uploaded on Companys web-site www.ansalabl.com at weblink: http://www.ansalabl.com/ pdfs/Risk-Management-policy.pdfs

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

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no material significant Related Party Transactions made by the Company during the year that would have required Shareholders approval under Listing Regulations. All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. Disclosure as required by the Indian Accounting Standard (IND AS-24) has been made in notes to the financial statement. Your Directors draw attention of the members to Note 37 to the standalone financial statement which sets out related party disclosures.

MATERIAL CHANGE AND COMMITMENTS

No changes, affecting the financial position of the Company, have occurred between the end of financial year on 31st March, 2019 and the date of this report.

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 differential 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 significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

5. That the Company has complied with provisions relating to the constitution of Internal complaints committee under the Sexual Harassment of Women at Work Place (Provision, Prohibition and Redressal) Act, 2013. 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.

7. The Company has received a notice from Haryana State Pollution Control Board for which Company is taking necessary action.

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 Companys executives, staff and workers.

For and on Behalf of the Board
ANSAL BUILDWELL LTD.
GOPAL ANSAL
Place : New Delhi Chairman cum Managing Director
Date : 30th May, 2019 (DIN : 00014172)