Ansal Buildwell Ltd Directors Report.

Dear Shareholders,

The Directors have pleasure in presenting the thirty eight Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2022

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 19095.20 7,517.83
Profit before Interest & Depreciation etc. 2620.59 1,712.67
Less:
- Finance Cost 543.72 848.26
364.66 135.77
- Depreciation and Amortization 908.38 984.03
Profit/(Loss) before Tax 1712.21 728.64
Less: Tax Expenses
Current Tax 659.98 174.70
Deferred Tax 51.29 (152.81)
Profit / (Loss) after Tax 1000.94 706.75
Add: Other Comprehensive Income 9.56 (8.74)
Add: Surplus Profit Brought
Forward from previous year 328.79 (369.22)
Profit available for Appropriation 1339.29 328.79
Less: Payment of dividend on equity shares 36.92 -
Closing Balance of Surplus Profit 1302.37 328.79

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 (IND AS) prepared under Section 133 of the Companies Act, 2013. The date of transition to IND AS is April 1, 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, 2022. (Previous year 5%)

OTHER EQUITY

Other Equity at the beginning of the year was Rs 9206.22 lakhs. Other Equity at the end of year i.e. 31st March, 2022, is Rs. 10179.93 Lakhs.

REVIEW OF OPERATIONS / STATE OF COMPANY?S AFFAIR

During the year under review profit before Tax is at Rs. 1712.21 lakhs as against last year?s profit before tax Rs. 728.64 lakhs. The sales and other income is 19095.20 lakhs as against previous year 7517.23 lakhs. Profit after tax at the end of the current year is Rs. 1000.94 lakhs. Other Equity stood at Rs. 10179.93 lakhs as at 31st march, 2022.

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.

IMPACT OF COVID-19 PANDEMIC

COVID-19 Pandemic has caused unprecedented economic disruption globally and in India. The Company is sensitive about the impact of the Pandemic, not only on the human life but also on business operation. The extent to which the COVID-19 pandemic will impact the Company?s result will depend on future developments which are highly uncertain. The Company has taken proactive measures to comply with various directions / regulations / guidelines issued by government and local bodies to ensure safety of workforce across all its offices and sites. Government of NCT of Delhi imposed lockdown in the state on 19th April, 2021 to 7th June, 2021 and again from 12th January, 2022 to 23rd January, 2022. The Company has made initial assessment of the likely adverse impact on economic environment in general and other operational and financial risks on account of COVID-19. Though there has been a sharp decrease in demand arising from lockdown measures announced by government, the Company is continuously monitoring the progress and hopes the market to improve in near future.

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 Company 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 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 up to the financial year 2022-23.

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 Smt. Suman Dahiya as members. Smt. Suman Dahiya, Independent Director, was appointed as a member of CSR committee on 30th 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 Company?s 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?, ‘Rotary club of Gurgaon South City Community Service Society (Regd.)? and Savera Association.

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. 36.62 lakhs. Prescribed CSR expenditure i.e. 2% of above comes to Rs. 0.73 lakhs. Therefore the Company is required to spend Rs. 0.73 lakhs on CSR for the financial year 2021-22.

Since it was not required to spend any amount on CSR for the last two years viz 2019-20 & 2020-21, Company does not have any amount unspent for previous years. Annual report on CSR is attached as Annexure ‘A?.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, Company has acquired balance 50% of equity shares of one of its Joint venture Company M/s Ansal Crown Infrabuild Pvt. Ltd making it a wholly owned subsidiary in order to have better and effective control over the affairs of Company. M/s Ansal Buildwell Limited is under process of pledging 22,99,999 equity shares i.e. 100% shareholding of its wholly owned subsidiary M/s Ansal Crown Infrabuild Pvt. Ltd. in favour of IDBI i.e. debenture trustee, to secure 470 Non-convertible debenture of Rs 10 Lakh each aggregating Rs. 47,00,00,000/-, to be issued by M/s Ansal Crown Infrabuild Pvt. Ltd. to Swamih Investment Fund - I

The Company already 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. 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 four joint venture companies viz. 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 company?s 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 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. 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. 5,50,516/- for the year 2013-14 were due for transfer to the said IEPF and the Company had transferred said unclaimed dividend of Rs. 5,50,516/- 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. Accordingly, the period of office of M/s I. P Pasricha & company, Chartered Accountants, the present Independent Auditor, will expire at the conclusion of 38th Annual General Meeting therefore the Board of Directors and Audit Committee in their meeting held on 30th May, 2022 recommended the name of M/s I. P Pasricha & company, Chartered Accountants (Firm Registration No. 000120N) for their re-appointment as Independent Auditors of the Company for another period of 5 years i.e. from the conclusion of this Annual General Meeting to the conclusion of 43rd Annual General Meeting. M/s I. P Pasricha & Company have submitted a certificate confirming that their appointment, if made, will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

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 (ix) of Annexure ‘A? 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, 2022. 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 2021-2022, except an instance where the Company had submitted Annual Secretarial Compliance Report to Stock Exchange after expiry of prescribed period on 14th July, 2021. Directors noted their observation to take care of it in future.

During the year under review, the Company has compiled well with applicable secretarial standards issued by Institute of Company Secretaries of India (ICSI).

Cost Auditors

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 2021-22. For the financial year 2022-23, the Board of Directors of the Company has appointed M/s. Gaurav Kumar & Company (Firm Registration No. 101428), as cost auditors of the Company.

DIRECTORS

(A) Change in Directors and Key Managerial Personnel

On 29th March, 2022 Shri Gopal Ansal has vacated from his position of Chairman cum Managing Director of the Company, however he remain continue as director of the Company. Shri Shobhit Charla has been appointed as Additional Director and Whole time Director of the Company w.e.f. 29th March, 2022.

The Company sought the approval of shareholders by way of passing the Ordinary Resolutions for the appointment of Mr. Shobhit Charla as Director and whole time director of the Company through the notice of Postal Ballot issued on 29th March, 2022. Accordingly the shareholders have given their approval through e-voting and passed the above Ordinary Resolutions with requisite majority.

In accordance with provision of Section 152 of the Companies Act, 2013 and Articles of Association of the Company Shri Gopal Ansal Director (DIN: 00014172) of the Company retires by rotation and being eligible offers himself 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: // wwwansalabl.com/pdfs/Familiarisation-Programme.-for-the.-Inde.pendent-Dire.ctors.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, Smt. Suman Dahiya, Independent Director, and Shri Gopal Ansal, Director, as members. 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 Company?s website wwwansalahl.com at weblink http://wwwansalahl.com/pdfs/Whistle.-Blower-Policy.pdf

Board and Committee Meetings

Notes of Board and Committee Meetings held during the year was circulated in advance to the Directors. During the year under review, five 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

Requirement of attaching Form No. MGT-9 for the extract of Annual Return under section 92(3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 has been withdrawn vide Companies (Amendment) Act, 2017. Pursuant to the amendment of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return is available on the Company?s website www.ansalahl.com

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 NA
(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 Nil

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 -‘C?

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 - ‘D?

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 except COVID-19 pandemic and its after effects has been identified which, in the opinion of Board, may threaten the existence of the Company. The policy has been uploaded on Company?s web-site www.ansalabl. com at weblink: http://wwwansalabl.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 arm?s 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 Shareholder?s 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 38 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, 2022 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 had taken necessary steps for Haryana State Pollution control Board.

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 and on Behalf of the Board ANSAL BUILD WELL LTD.
SUBHASH VERMA
Place : New Delhi Chairman
Date : 30th May, 2022 DIN:00017439