Ansal Properties & Infrastructure
BSE: 500013 | NSE: ANSALINFRA | ISIN: INE436A01026 | Construction & Contracting - Housing
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Directors Report | Year End : Mar '08 |
The Directors are pleased to present the 41st Annual Report along with
the Audited Statements of Accounts of your Company for the Financial
Year ended the 31st March, 2008.
1. COMPANY PERFORMANCE
A. Financial Highlights
(Rupees in lacs)
Particulars For the year For the year
ended ended
31.03.2008 31.03.2007
Sales & Other Income 86884 76614
Profit (Before Interest,
Depreciation Exceptional 25448 22018
Items and Taxes)
Less : Interest 2001 1943
Depreciation 780 2781 311 2254
Profit Before 22667 19764
Less : Provision for taxation 6510 6573
Profit After Tax 16157 13191
Add : Surplus Profit brought 6887 2345
forward from previous year
Disposable Profit :- 23044 15536
APPROPRIATIONS
- Interim Dividend including
Dividend Tax - 485
- Proposed Dividend including
Dividend Tax 1660 664
- Transfer to General Reserve 10000 7500
- Debenture redemption reserve 2500 -
Surplus carried to Balance Sheet 8884 6887
B. Operations
Net Profit for the year 2007-08 stood at Rs 16,157 Lacs as against
Rs.13,191 Lacs in the year 2006- 07, thus showing an increase of 22%.
Further the total turnover for the year ended March 31, 2008 also saw a
rise to Rs 86,844 Lacs, compared to Rs 76,614 Lacs for 2006-07, posting
a growth of 13%.
The table given below illustrates the growth of the Company during the
last five years
2. REDEMPTION OF DEBENTURES ALLOTTED ON 28.11.2006
The Company on 28.11.2006, had allotted 8,19,659 nos. of Secured
Redeemable Optionally Convertible Debenture (ROCD), on preferential
basis, having a tenure of 18 months, to HDFC Venture Trustee Company
Limited at a price of Rs. 610.01 per ROCD calculated in terms of
Chapter XIII of SEBI {DIP} Guidelines, 2000 aggregating to Rs. 50
crores in terms of the approval granted by the members vide Special
Resolution dated 18.11.2006. The same stood redeemed on 27.05.2008.
3. ISSUE AND ALLOTMENT OF ROCDs ON PREFERENTIAL ALLOTMENT BASIS
In terms of the approval of the members given u/s 81 (1A) of the
Companies Act, 1956, through Postal Ballot, result of which was
declared on August 26, 2008, 20,73,770 (Twenty Lacs Seventy Three
Thousand Seven Hundred Seventy) nos. of Secured Redeemable Optionally
Convertible Debentures (“ROCDs”) of Rs 100/- each of the Company
bearing interest of 16.5% p.a., redeemable at redemption premium of 10%
or 6.67% p.a., were issued and allotted, on preferential basis, on
August 26, 2008 to M/s HDFC Venture Trustee Company Limited at a price
of Rs. 305/- per ROCD aggregating to Rs. 63.25 crores.
The price computed in terms of Chapter XIII of SEBI {DIP} Guidelines
2000 is approximately Rs. 151/- per Equity Share. The price has been
calculated, as quoted on the National Stock Exchange, in which highest
trading volume of the shares of the Company has been recorded during
the preceding six months prior to the relevant date of the 26th July
2008. The price of the ROCDs fixed at Rs. 305/- per ROCD is higher than
the price of Equity Shares so determined under the said Guidelines and
it is permitted therein.
National Stock Exchange of India Limited (“NSE”) and The Bombay Stock
Exchange Ltd. (“BSE”) having nationwide trading terminals have granted
the requisite “in-principle” approval under Clause 24(a) of the Listing
Agreement.
4. ANSAL API EMPLOYEES / DIRECTORS STOCK OPTION SCHEME
Ansal Api Employee Stock Option Scheme 2006 {Scheme} was approved by
the Board of Directors and the Remuneration/ Compensation Committee at
their respective meetings held on the 20th October, 2006 & 26th
October, 2006, respectively, in terms of the approval granted by the
members of the Company by way of passing Special Resolutions in their
Extra Ordinary General Meeting, held on 2nd May, 2006. SEBI (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 was complied in this regard.
In terms of the referred Scheme, 1,16,700 Options were granted on 26th
October, 2006. However, subsequently, due to steep fall in the price of
shares of the Company, the said Options have become unattractive to the
Option Holders. Vide Special Resolution passed through Postal Ballot on
26th August, 2008, the members have, inter alia, approved the
termination / closure of the Scheme. The detailed information on the
Scheme, more particularly the present status, appears in the Corporate
Governance Report forming the part of Directors Report.
Details of the Options granted upto March 31, 2008 and other disclosure
as required under Clause 12 of the referred guidelines are also
enclosed as Annexure A. Moreover, the complete scheme is available on
the website of your Company viz. www.ansalapi.com
5. DIVIDEND
Your Directors are pleased to recommend, for approval of the members at
the ensuing 41st Annual General Meeting,payment of Dividend at the rate
of 25% on the paid up equity share capital of Rs. 56,75,05,500/- for
the year ended the 31st March, 2008, which if approved, will absorb Rs.
1659.88 lacs including Dividend Tax.
6. BUSINESS
Your Company is one of the front runner real estate development
companies in India. The business of real estate comprises development
of residential and commercial estates on its own as well as through
joint ventures and collaborations. As a major developer, the Company
has successfully developed the entire range of real estate from plots,
single homes, multi family homes, group housing, residential colonies,
commercial properties to farm land and resorts. The Managements
Discussion and Analysis Report forming part of the Directors Report
gives a detailed overview about the nature of business, state of
affairs and performance of the Company. This MD&A Report also covers
the general economic scenario of the Country, and beyond, which has and
shall have impact on the nature of Companys business and generally in
the classes of business in which the Company has interest. The Company
has ambitious growth plans to be achieved both by expansion of existing
real estate activities as well as through diversifying into new fields.
It is expected that with these endeavors your Company shall grow
further its competitive benefits and continue to build upon its well
acknowledged brand image.
Power Project / Joint Venture with NTPC
In terms of the approval granted by the members on 10th July, 2007
through Postal Ballot, your Company has commissioned a 12MW Wind Power
Project in Gujarat in the month of September, 2007.
Your Company has now entered into a Heads of Agreement (normally known
as Memorandum of Understanding) on 30th July, 2008 with NTPC Electric
Supply Company Limited, a wholly owned subsidiary of NTPC Limited, for
harnessing business opportunities in retail distribution and generation
through mini gas engines / turbines on captive mode in green field
projects through formation of a proposed Joint Venture Company.
Education/ Schools
Your Company has signed a Collaboration Agreement with Edu
Infrastructure Pvt. Ltd., a Subsidiary of Educomp Solutions Ltd,
Indias largest Education Company (Educomp) and Knowledge Tree
Infrastructure Ltd (KTIL), a Subsidiary of the Company, for the purpose
of operating and managing various schools / other educational
institutions developed and/or to be developed at the various
sites/projects of the Company. In furtherance to this, construction
work for setting up first Millennium School, located within the Ansals
Sushant City at Panipat has been initiated. This School, will be a part
of a countrywide chain of schools leveraging the Millennium Learning
System, Indias first fully- integrated learning delivery system for
Schools developed by Educomp.
IT / ITES SEZs/Parks
Your Company is one of the first developers in India to obtain
notification for setting up of IT/ITES SEZs in the country. The
Company, with requisite approval, is setting up directly and / or
through joint ventures, IT/ITES SEZs in Greater Noida, Gurgaon and
Mumbai. The particulars of IT SEZs/ Parks to be developed by the
Company are as follows:-
IT / ITES SEZs
-The Campus, Greater Noida (notified) spread over 75 acres
Notified IT SEZ, ‘The Campus, Sohna Road Gurgaon, Haryana spread over
approx. 27 acres (Phase I). To be increased in phases to approx. 106
acres
-The Campus, Lucknow spread over approx. 32 acres (under approval)
-The Campus, Khapoli, Mumbai spread over approx. 28.73 acres (formally
approved)
IT Parks
Net City, Lucknow, spread over approx. 18 acres
Net City, Noida IT Park spread over approx. 10 acres
Construction for some of the projects has already commenced and they
are expected to be completed in the next five to seven years.
HI-Tech City - “Megapolis”
The Housing & Urban Planning Department, Government of Uttar Pradesh,
keeping in view the mandates of the National and State Housing
Policies, announced a Hi-Tech Township Policy to promote and facilitate
private sector participation in the development of Hi-Tech Townships
with World class infrastructure. The High Powered Committee constituted
by the Government of Uttar Pradesh has selected the Consortium viz
“Uttam Steels & Associates”, wherein your Company is having majority
stake, for the development of the Hi-Tech Townships in Dadri, Gautam
Budh Nagar, Uttar Pradesh under Hi-Tech Township Policy-2003 of U.P.
Govt.
The said Hi-Tech Township namely “Megapolis” will be developed by Ansal
Hi-Tech Townships Limited (Ansal Hi-Tech) a Subsidiary of the Company,
which is also a Special Purpose Vehicle Company formed under the said
Consortium.
With a view to execute the said Township Project various arrangements
have been entered amongst, Consortium Members and HDFC Asset Management
Company Limited- Portfolio Management Services – Real Estate Portfolio
I (in short HDFC-AMC), pursuant to which HDFC-AMC has invested Rs. 225
crores in Ansal Hi-Tech (i.e. Rs. 75 crores in the Equity Capital and
Rs. 150 crores in the Debentures of Ansal Hi-Tech). As per one of the
requirements, in this regard, the Company has provided
Corporate/Performance Guarantee of Rs. 750 crores in favor of HDFC-AMC
on behalf of Ansal Hi-Tech and / or others, among others, to ensure the
execution / implementation of construction and development of Hi-Tech
Township at Dadri by Ansal Hi-Tech. The requisite confirmation of the
members has been obtained through Postal Ballot result of which were
announced on 26.08.2008.
7. CORPORATE SOCIAL RESPONSIBILITY
At the outset your Company acknowledges the right to housing for
everyone and offers full support to Governments Schemes for
economically weaker sections. The importance of Corporate Social
Responsibility arises when the Company embarks on the responsibility to
contribute to the society where it exists. Therefore the essential
responsibility is to take due care for the community. Your Company
endeavours to make a positive contribution to the underprivileged
communities by supporting socio-economic initiatives. In addition,
environmental issues have always been given due significance. All the
projects of your Company are aimed at environmental protection, up
gradation, conservation, water harvesting etc. and plantation of trees
etc., which are important steps in this direction. It is the strong
faith of your Company that benefit comes as much from its strong
organizational pledge to Corporate Governance, as from its pursuit and
fulfillment of Corporate Social Responsibility.
8. SUBSIDIARY COMPANIES
During the year under review, the Company has invested in the Equity
Shares of Ansal API Power Limited, Star Facilities Management Limited
and Knowledge Tree Infrastructure Limited, consequent upon which the
said companies have become the Wholly Owned Subsidiaries (WOS) of the
Company.
The Company has applied for exemption from attaching the Annual
Accounts of the fourteen (14) Subsidiaries as on March 31, 2008, with
Audited Annual Accounts of the Company pursuant to the provisions of
Section 212(8) of the Companies Act, 1956.
In terms of the approval granted by the Ministry of Corporate Affairs
(MCA), Government of India, vide its letters No. 47/492/2008-CL-III
dated July 22, 2008 the provisions of section 212 (1) shall not apply
in respect of all the fourteen (14) Subsidiaries of the Company, as on
March 31, 2008, as mentioned below. The said exemption has been granted
on the condition of preparing and circulating the Audited Consolidated
Accounts of your Company and its Subsidiary Companies along with the
standalone Audited Accounts of the Company. In compliance with the said
conditions, the Audited Balance Sheets as at the March 31, 2008 and
Profit and Loss Accounts for the year ending as on that date together
with the Reports of Directors and Auditors thereon of the said
Subsidiaries have not been attached with the Balance Sheet of the
Company for the financial year ended March 31, 2008
Sl. No. Name of the Co. Status
1. Delhi Towers Ltd. (DTL) Wholly Owned Subsidiary (WOS)
2. Star Estates Management Ltd. Wholly Owned Subsidiary
3. Ansal IT City & Parks Ltd. Subsidiary
4. Ansal Condominium Ltd.* Chain Subsidiary, as 100% share
capital is held by DTL which is WOS
of APIL
5. Ansal SEZ Projects Ltd.
(Ansal SEZ) Wholly Owned Subsidiary
6. Ansal Townships
Infrastructure Ltd. Wholly Owned Subsidiary
7. Ansal API Power Limited Wholly Owned Subsidiary
8. Star Facilities Management
Ltd. Wholly Owned Subsidiary
9. Haridham Colonizers Ltd. ** Chain Subsidiary, as 100% share
capital is held by Ansal SEZ which
is WOS of the Company
10.Knowledge Tree Infrastructure
Limited Wholly Owned Subsidiary
11.Sukhdham Colonisers Ltd. Chain Subsidiary, as 100% share
capital is held, (as on 31.03.2008)
by DTL which is WOS of the Company.
12. Dreams Infracon Ltd.
13. Effulgent Realtors Ltd.
14. Mangal Murthi Realtors Ltd.
However, the Annual Accounts of the aforesaid Subsidiary Companies and
related detailed information can be inspected by / shall be made
available to the members of the Company and its subsidiaries, seeking
such accounts/ information, at any time, during the working hours at
the Registered office of the Company and at the offices of the
respective Subsidiaries.
As per another condition for grant of exemption, information relating
to the capital, reserves, assets, liabilities and turnover etc. of the
Subsidiary Companies is given at the end of the Consolidated Balance
Sheet of the Company.
The Statement pursuant to Section 212 of the Companies Act, 1956,
containing the details of the Subsidiary Companies as on the 31st March
2008 is enclosed and marked as Annexure B
Subsequent to the end of the financial year, the Company has also
invested in the Equity Shares of Ansal Hi-Tech Townships Limited
consequent upon which the said company became a Subsidiary of the
Company.
As on the date of report there are total thirty five (35) Subsidiaries
of the Company which includes seven (7) Wholly Owned Subsidiaries, two
(2) Subsidiaries and twenty six (26) Chain Subsidiaries.
9. STATUTORY STATEMENTS
A. Conservation of energy and technology absorption
The information relating to Conservation of Energy and Technology
Absorption as required to be disclosed under Section 217(1)(e) of the
Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is not
applicable to the Company.
B. Foreign Exchange Earnings and outgo
Information about the foreign exchange earnings and outgo, as required
to be given under Section 217(1)(e) of the Companies Act, 1956 read
with Rule 2(c) of the Companies (Disclosure of Particulars in Report of
Board of Directors) Rules, 1988, is given as follows:- {Rs. in lacs}
Sl. No. Particulars
For the Year ended For the Year ended
on 31.03.2008 on 31.03.2007
(i) Expenditure in Foreign Currency
Traveling expenses 93.79 27.94
Payment to contractors/cost of lift 396.90 584.80
Professional Fee 25.05 163.90
Advertisement 174.78 7.21
Architect Fee 338.08 195.01
Membership Fee 4.96 1.63
(ii) Earnings in Foreign Currency
Sale of Flats/Plots/Farms etc. 313.66 587.75
C. Amount due to Small-Scale Industries
During the Financial Year 2007-08, an amount of Rs. 1.22 lacs is due to
small scale industrial undertakings as on March 31, 2008, (previous
year Rs. 0.01 lacs) and the same has also been disclosed in the
financial statement.
D. Particulars of Employees
During the year under review, seventeen (17) employees/directors were
in receipt of remuneration of Rs. 24 lacs or more per annum or Rs. 2
lacs per month if employed for part of the year. In accordance with the
provisions of Section 217(2A) of the Companies Act, 1956 and the Rules
made thereunder, the names and other particulars of employees are set
out in the annexure to the Directors Report (Annexure C)
10. CORPORATE GOVERNANCE
Your Company constantly strives to uphold high standards of Corporate
Governance norms. It believes that for sustainable and extended growth
and that of every stake holder, the essential requirements are the
judicious and effectual uses of available resources, unswerving efforts
to attain excellence in business along with active participation in the
growth of society, building of environmental balance, contribution to
the economic growth, and laying emphasis on integrity, accountability,
and regulatory compliances. These are the building blocks of Corporate
Governance. Moreover, the Corporate Governance practices embody the
dual goals of protecting the interests of all stakeholders while
respecting the duty of the Board to oversee the affairs of the Company
in the best interest of its business.
a) A report on Corporate Governance together with a certificate
received from M/s Khanna & Annadhanam, Statutory Auditors of the
Company, confirming the compliance with the provisions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement are
given separately which forms part of this Report.
b) Managements Discussion and Analysis Report is also given separately
and also forms part of this Report.
11. FIXED DEPOSITS
As on March 31, 2008 fixed deposits stood at Rs. 567.91 lacs as against
Rs. 727.48 lacs in the previous year. Deposits amounting to Rs. 6.29
lacs (as on 31.03.2008) have not been claimed by the depositors. Since
then deposit amounting to Rs. 0.65 lacs have been renewed or claimed
during the current year. Depositors are being intimated regarding the
maturity of deposit with a request to either renew or claim their
matured deposit amounts. Your Company has a track record of extending
consistently good services to its fixed deposit holders. Therefore, the
payment of deposits on maturity and interest thereon, in terms of the
Companys Deposit Schemes, has been timely.
12. TRANSFER OF UNCLAIMED DEPOSIT / DIVIDEND TO IEPF
As per the provisions of Section 205C of the Companies Act, 1956,
deposits / dividend remaining unclaimed for a period of seven years
from the date they become due for payment have to be transferred to
Investors Education & Protection Fund (IEPF) established by the Central
Government.
Accordingly, the Unclaimed Dividend for the Financial Year 1994-95,
1995-96, 1996-97, 1997-98, 1998-99 & 1999-2000 have been transferred to
said IEPF.
13. DIRECTORS
In accordance with the provisions of the Companies Act, 1956, Dr. R.C.
Vaish, and ACM O.P. Mehra (Retd.), Directors of the Company are due to
retire by rotation at the ensuing AGM. They are eligible for
re-appointment and offer themselves for re-appointment. The matter of
re-appointing them appears as Agenda items in the Notice of the 41st
Annual General Meeting.
None of the Directors is disqualified from being appointed/re-appointed
as Director in terms of Section 274(1)(g) of the Companies Act, 1956.
During the Year under review, Shri Pranav Ansal, who joined the Company
as a Director {w.e.f. 22.04.2006 and confirmed by the Members at the
Annual General Meeting held on 28th September, 2006} has been appointed
as a Vice Chairman & Managing Director of the Company by the Board on
31st October, 2007, with effect from the 1st November, 2007. His
appointment and remuneration are in terms of provisions of Section 269
read with Schedule XIII of the Companies Act, 1956 and other applicable
provisions of the Act, and, were subject to the approval of the
Members. The matter of confirming his appointment and remuneration was
placed before the members through Postal Ballot, results of which have
been declared on August 26, 2008 indicating due approval.
Shri Anil Kumar, who was appointed as Whole Time Director & CFO
(re-designated as WTD & CEO w.e.f. 14.12.2005) for a period of five
years w.e.f. 01.04.2005 by the Members, by way of passing an Ordinary
Resolution at the Annual General Meeting of the Company held on
September 26, 2005 was promoted as Dy. Managing Director and CEO of the
Company by the Board on 31st October, 2007, with effect from the 1st
November, 2007
14. AUDITORS REPORT AND AUDITORS
The Notes to Accounts, forming part of Balance Sheet as at 31st March,
2008 and Profit & Loss Account for the year ended on that date,
referred to in the Auditors Report are self explanatory.
The tenure of the Statutory Auditors M/s. Khanna & Annadhanam,
Chartered Accountants, New Delhi, comes to an end at the conclusion of
this Annual General Meeting and are eligible for re-appointment. The
Company has received Certificate from the Statutory Auditors to the
effect that their appointment, if made, would be within the limit
prescribed under Section 224 of the Companies Act, 1956.
The Board of your Company recommends their re-appointment for the
Financial Year 2008-09.
15. LISTING INFORMATION
During the year under review, and as already reported in the Annual
Report of the last year, the Company has issued and allotted 5,67,50,
550 fully paid up Bonus Equity Shares in the ratio of 1:1 on
04.05.2007, in terms of approval of the members given on 19.03.2007
through Postal Ballot. The said shares have also been listed and
permitted to be traded at DSE, BSE & NSE. There has been no trading at
DSE since considerable number of years.
Listing fees for the Financial Year 2008-09 has been paid by the
Company to all the Stock Exchanges (i.e. DSE, BSE & NSE) in time and no
amount is outstanding.
16. CONSOLIDATED FINANCIAL STATEMENT
In accordance with Accounting Standard (AS -21) on Consolidated
Financial Statement, the Company has prepared the Audited Consolidated
Financial Statement for the Year 2007-08 which forms the part of this
Annual Report. These Statements have been prepared on the basis of
financial statements received from subsidiaries and joint venture
companies, as approved by their respective Boards.
17. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 and based on the information provided by the Management, your
Directors hereby confirm:
i) That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and no material departures have
been made from the same.
ii) That appropriate accounting policies have been selected and applied
them consistently, and, judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year on March
31, 2008 and of the profit or loss of the Company for the year ended on
that date.
iii) That proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern
basis.
18. ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation and
gratitude to:- all the regulatory authorities including SEBI, Stock
Exchanges, Ministry of Corporate Affairs, Registrar of Companies and
the Depositories.
all Bankers and Financial Institutions, the Central and State
Governments as well as their respective Departments and Development
Authorities in India and abroad connected with the business of the
Company for their co-operation and continued support. the members,
depositors, suppliers, contractors and customers for the trust and
confidence reposed by them in the Company Your Directors also deeply
appreciate the hard work, competence, loyalty, cooperation and
professionalism of the employees of the Company and its subsidiaries,
at all levels. The employees continue to remain the Companys most
valuable assets and their relentless efforts have enabled the Company
to achieve praiseworthy growth during the year under review.
Regd. Office: For and on behalf of the Board
115, Ansal Bhawan
16, Kasturba Gandhi Marg,
New Delhi-110001
( Sushil Ansal )
Date : 30th August, 2008 Chairman |
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