Dear Shareholders,
The Directors have pleasure in presenting the thirty ninth Annual Report on the
business and operations of the Company together with Audited Financial Statements for the
year ended 31st March, 2023.
FINANCIAL SUMMVRY/R SULTS
The working Results of the Company are briefly given below:
|
Current Year |
Previous Year |
|
(Rs. In Lakh) |
(Rs. In Lakh) |
Sales & Other Income |
2706.75 |
19095.20 |
Profit before Interest & Depreciation etc. |
561.47 |
2620.59 |
Less: |
|
|
- Finance Cost |
372.74 |
543.72 |
- Depreciation and Amortization |
55.37 |
3 64.66 |
|
428.11 |
908.38 |
Profit/ (Loss) before Tax |
1 33.36 |
1712.21 |
Less: Tax Expenses: |
|
|
Current Tax |
58.14 |
659. 98 |
Deferred Tax |
180.09 |
51.29 |
Profit/ (Los s) after Tax |
(104.87) |
1000.94 |
Add: Other Comprehensive Income |
27.00 |
9.56 |
Add: Surplus Profit Brought Forward from previous year |
1302.37 |
328.79 |
Profit available for Appropriation |
1224.50 |
1339.29 |
Less: Payment of dividend on equity share s |
--- |
36.92 |
Closing Balance of Surplus Profit |
1224.50 |
1302.3 7 |
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 April1,2016.
DIVIDEND
Your Directors decided not to recommend any dividend for the year ended 31st March,
2023. (Previous year NIL)
OTHER EQUITY
Other Equity at the beginning of the year was Rs 10,179.93 lakhs. Other Equity at the
end of year i.e. 31st March, 2023, is Rs. 10,102.91 Lakhs.
REVIEW OF OPERATIONS / STATE OF COMPANYS AFFAIR
During the year under review profit before Tax is at Rs. 133.36 lakhs as against last
years profit before tax Rs. 1712.21 lakhs. The sales and other income is 2706.75 lakhs as
against previous year 19095.20 lakhs. Profit after tax at the end of the current year is
Rs. (104.87) lakhs. Other Equity stood at Rs. 10,102.91 lakhs as at 31st march, 2023.
The operational performance of the Company has been comprehensively discussed in the
Management Discussion and Analysis Report and the same forms part ofthis Directors
Report.
IMPACT OF COVID-19 PANDEMIC
COVID-19 Pandemic has caused unprecedented economic disruption globally and in India in
previous years. 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 Companys 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. 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. The Company is continuously monitoring the progress and hopes the
market to improve in near future.
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
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 up to the financial year 2023-24.
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 Shobhit Charla and Smt. Suman Dahiya as members.
Shri Shobhit Charla, Wholetime Director, was appointed as a member of CSR committee on
14th November, 2022. 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 one core areas of engagement;
Bird and Animal Hospital. 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
‘SANSTHANAM ABHAY DAANAM, having Registered office 26, Second Floor, Shakti Khand-3,
Indrapuram, Ghaziabad, UP-31, UP-201014 Registered with ROC-Delhi vide Registration No.
CSR00001492.
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. 852.13 lakhs.
Prescribed CSR expenditure i.e. 2% of above comes to Rs. 17.04 lakhs. Therefore the
Company is required to spend Rs. 17.05 lakhs on CSR for the financial year 2022-23.
Annual report on CSR is attached as Annexure ‘A.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company already has 100% shareholding of its six 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 Marketing Pvt. Ltd., M/s Triveni Apartments Pvt. Ltd. and M/s Ansal Crown
Infrabuild Pvt. Ltd. These subsidiary companies do not fall under the category of
‘Material subsidiary company under Regulation 16(l)(c) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Honble National Consumer Disputes Redressal Commission (NCDRC), New Delhi and other
courts has issued an order against the Ansal Crown Infrabuild Private Limited company
(wholly owned Subsidiary company) whereby the company has been asked to refund the entire
amount paid by flat buyers who have filed case, along with up to date interest.
One of the Operational Creditor filed the petition against Ansal Crown Infrabuild
Private Limited Company before the Honble NCLT. The Honble NCLT has admitted application
bearing C.P.(IB)/783/2022 under section 9 of the IBBC Code 2016 against the M/s. Ansal
Crown Infrabuild Private Limited on dated 21st April, 2023 and accordingly the Corporate
Insolvency Resolution Process (CIRP) of IBC, 2016 is Initiated.
Further execution matters and other miscellaneous applications related to the
association were listed before Honble NCDRC. Consequently, the NCDRC had Sine Die
adjourned all these matters.
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 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 j oint 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. 4,18,873/- for the year 2014-15
were due for transfer to the said IEPF and the Company had transferred said unclaimed
dividend of Rs. 4,18,873/- 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
has appointed M/s I. P. Pasricha & company, Chartered Accountants (Firm Registration
No. 000120N) as Independent Auditors of the Company in its Annual General Meeting held on
Friday the 30th September, 2022, to hold office for a term of 5 consecutive years from the
conclusion of 38th Annual General Meeting to the conclusion of 43rd 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 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 took 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, 2023. 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 2022-2023.
During the year under review, the Company has compiled well with applicable secretarial
standards issued by Institute of Company Secretaries of India (ICSI).
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 2022-23.
DIRECTORS
(A) Change in Directors and Key Managerial Personnel On 30th September, 2022 Shri Gopal
Ansal has resigned from directorship of the Company.
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
Resolution with requisite majority.
In accordance with provision of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company Smt. Ritu 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,
Shri Shobhit Charla wholetime director and 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
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
Pursuant to the provision 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 Companys website www.ansalabl.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 technol ogy imp orted |
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 : |
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 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.
Shri Gopal Ansal has been appointed as Senior President of the company an office of
place of profit in the company. His remuneration is within the limits specified under
Companies (Meeting of Board and its powers) rules 2014.
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, 2023 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 Companys executives, staff and workers.
|
For and on Behalf of the Board |
|
ANSAL BUILDWELL LTD. |
|
SUBHASH VERMA |
Place:New Delhi |
CHAIRMAN |
Date: 29th May, 2023 |
(DIN:00017439) |
+91-9892691696
