Dear Members,
The Directors are pleased to present the 44th Annual Report along with
the Audited Statements of Accounts of your Company for the Financial
Year ended the 31st March, 2011.
1. COMPANY PERFORMANCE
A. Financial Highlights
(Rupees in Lacs)
Particulars For the year For the year
ended 31.03.2011 ended 31.03.2010
Sales & Other Income 109490 77559
Profit (Before Interest,
Depreciation,
Exceptional Items and Taxes) 21487 19792
Less : Interest 8886 9712
Depreciation 906 9792 858 10570
Profit Before Tax 11695 9222
Less : Provision for taxation 4080 2490
Profit After Tax 7615 6732
Add:- Debenture redemption
reserve reversed 5400 -
Add: - Surplus Profit brought
forward from previous year 8406 5942
Disposable Profit 21421 12674
APPROPRIATIONS :-
- Proposed Dividend including
Dividend Tax 917.73 767.74
- Transfer to General Reserve - 1000
- Debenture redemption Reserve - 2500
Surplus carried to Balance Sheet 20503 8406
B. Operations
Net Profit for the year 2010-11 stood at Rs 7,615 Lacs as against Rs.
6,732 Lacs in the year 2009-10. The total turnover including other
income for the year 2010-11 stood at Rs. 1, 09,490 Lacs, as compared to
Rs. 77,559 Lacs for the year 2009-10. In the current year no amount has
been transferred to General Reserve.
2. ISSUE AND ALLOTMENT OF EQUITY SHARES
During the Financial Year 2010-11, the following issue and allotment of
Equity shares have been done by the Company in pursuance of the
applicable provisions of the Companies Act, 1956 Foreign Exchange
Management Act, 1999 SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009 (In short SEBI Regulations), and, the
approvals received from its members on the 8th June, 2010 through
Postal Ballot:-
a) 85,50,000 Nos. of Equity shares of the Company of Rs. 5/- each,
fully paid up, were allotted at a price of Rs. 82.50 per Equity share
(Rs. 5/- towards face value and Rs. 77.50 towards premium) aggregating
to Rs. 70.54 crores, in the month of June, 2010, to five identified
Resident Investors on Preferential Issue basis in terms of Chapter VII
of the said SEBI Regulations.
b) 2,57,26,291 Nos. of Equity shares of Rs. 5/- each, fully paid up,
were allotted at a price of Rs. 89.95 per Equity share (Rs. 5/- towards
face value and Rs. 84.95 towards premium) aggregating to Rs. 231.41
crores, on the 13th October, 2010, to the QIBs under Qualified
Institutions Placement, in terms of Chapter VIII of the said SEBI
Regulations.
3. CHANGE IN CAPITAL STRUCTURE
Consequent upon the corporate actions, as aforesaid, from the end of
previous Financial Year 2009-10, the following changes have taken place
in paid up Equity share Capital of your Company:-
Sl. Details of allotment(s)/ Corporate
Action No. of Equity Cumulative No.
No. Shares allotted of Equity
shares (after
Allotment)
1 No. of Equity shares as on the 31st
March, 2010 - 12,31,28,585
2 Allotment made to Five Resident
Investors on 85,50,000 13,16,78,585
Preferential Issue basis in the
month of June, 2010
3 Allotment made to Qualified
Institution Buyers 2,57,26,291 15,74,04,876
under Qualified Institutions
Placement basis on the 13th
October, 2010
4. DIVIDEND
The Board of Directors of your Company has recommended Dividend, for
the year ended the 31st March, 2011, of Re. 0.50 per Equity share of
Rs. 5/- each, fully paid up {total Dividend amount aggregating to Rs.
7,87,02,438/-, excluding dividend tax, on 15,74,04,876 Equity shares of
Rs. 5/- each}, at its meeting held on the 26th May, 2011, wherein the
Audited Annual Accounts for the year ended on that date (i.e. 31st
March, 2011) was approved by the Board. Dividend will absorb Rs. 917.73
lacs including dividend tax.
5. BUSINESS
Your Company is one of the leading real estate developers in India with
over four decades of real estate experience. From last 44 years, it
has been engaged in the development of integrated townships and other
large mixed-use and stand-alone developments in the residential,
commercial, retail and hospitality segments, as well as Agro SEZs,
IT/ITES and industrial parks, with a focus on large-scale mixed use
developments, particularly in residential projects. As an established
developer your Company has several well known buildings in Connaught
Place (CBD of New Delhi) viz. Akash Deep, Surya Kiran, Vikas Minar,
Amba Deep, Statesman House etc., the Company has developed its brand
image through long decades. It has taken lead in promoting the
affordable housing segment of the residential property market,
particularly in key cities of Northern India. The majority of its
projects are located in the NCR, the States of Uttar Pradesh, Haryana,
Rajasthan and Punjab. The business is being carried on by the Company
on its own as well through various joint venture partners and
collaborators.
The Management''s Discussion and Analysis Report forming part of the
Directors'' Report gives a detailed overview about the general economic
scenario of the Global and the Indian economy and particularly the
realty sector in the Country, including the unprecedented downturn and
signs of revival, and beyond, which has and shall have impact on the
nature of Company''s business and generally in the classes of business
in which the Company has interest. With the gradual upturn happening,
your Company has ambitious growth plans to be achieved by way of
establishing new and expansion of existing real estate activities.
Real Estates Business
Historically, the real estate sector in India was unorganized and
characterized by various factors that impeded organized dealing, such
as the absence of a centralized title registry providing title
guarantee, lack of uniformity in local laws and their application, non
availability of bank financing, high interest rates and transfer taxes
and the lack of transparency in transaction values, however, in recent
years, the real estate sector in India has been marked by a trend
towards greater organisation and transparency accompanied by various
regulatory reforms.
Your Company has at present, projects under assorted stages of
implementation across residential, commercial, retail, SEZ and
Industrial Parks segments.Townships form the major portion of the land
bank and real estate development plans. About 19 integrated townships,
including two Hi-Tech Townships, have components of realty segments,
such as residential, which will be in majority, commercial, retail and
social infrastructure - such as educational institutions, hospitals,
clubs, etc. Mention of some of the projects in the process of various
stages of development in these States, has been made in the
Management''s Discussion and Analysis Report
Affordable Housings / Mid Income Housings
Everyone has a dream of having his /her own house, therefore, making a
home or owning a home is one of the most important events in one''s life
and your Company plays a leading role to focus on affordable housing.
The importance of affordable housing is undeniable. The growth of
economy, the following recession and its gradual revival have taught
lesson to both the suppliers and the consumers. Affordability can be
counted as a consumer''s ability to purchase, and, your Company strongly
believes that affordable housing is a subject that needs to be tackled
with utmost priority. In the recent times, your Company has launched
various independent houses and apartments under Affordable and Mid
Income housing segment in the States of Rajasthan, Uttar Pradesh and
Haryana, which have received good response from the customers proving
that affordable / Mid Income housing concepts are attractive in the
large middle-income market segment. The Company''s focus continues in
this segment, particularly in key cities in Northern India and it
intends to capitalize the current market trends and mortgage products
available in the real estate market.
Townships
Townships development is a trend that is portraying a new face of
Indian real estate. A trend that has played an essential role in
opening the floodgates for the development of integrated townships
across the Country that offer their residents the promise of a quality
lifestyle tailored to suit every budget.
This has brought in the FDIs with more and more foreign entities
investing in such projects. India is proposing to set up separate
regime complete with integrated townships for the planned growth of the
knowledge industry because the growing IT sector in major cities is
straining current infrastructure and adding to inflationary pressure.
Your Company is also developing and promoting townships, which are
fully integrated residential communities. The Company, as a developer,
plans and builds the entire infrastructure, including roads, to allow
the township to function. It has employed a series of reputed
contractors to carry out development of the infrastructure.
Townships form the majority of real estate developments of your Company
and are driven by the demand for high quality residential properties
within easy reach of city centres and transport links. Some of the
significant projects under development are as follows:-
Hi-Tech Township-Sushant Golf City, Lucknow
The Company is developing a Hi-Tech Residential Township, Sushant Golf
City in Lucknow, sprawling across 3530 acres of land. A world-class
international championship golf course surrounds residential and
commercial areas, making life on the greens a reality. Designer
landscaping, state-of-the-art infrastructure, excellent entertainment
and healthcare facilities, lush greens; everything is specially
designed to excel even under the most discerning eye. Township is
divided into manageable and compact sectors with regulated single
entry/ exit points.
This Hi-Tech Township proposes to offer residential plots, group
housings, independent luxury villas, shop cum office complex, shopping
malls, office space, non-polluting industries, schools, educational
institutes, medical centres, professional educational zones,
entertainment parks, tourist parks, clubs, hotels and also offer fully
equipped health and recreational centres.
This Township has also planned to have 18-hole championship
international standard golf course spread over 338 acres of land,
designed by Dr. Martin Hawtree, U.K, a world renowned name behind more
than 750 golf courses across the globe. This Township will provide fine
mix of conveniences within the Township.
Some reputed institutions and business centres have already started
operating or they are in the process of being operative shortly which
includes Ansal Terchnical Campus, Goenka International School and a
Bharti Wal-Mart bulk market centre. The Golf Academy is already in
operation and it is the center of attraction for Sushant Golf City at
Lucknow Project.
Some residential clusters are already alive and people are shifting in
the built houses which have added the attraction for this new project.
The Express-way connecting Lucknow International Airport with the site
is ready and now it is 15 minutes drive from the Airport. A cricket
academy with the expertise of cricketer Shri Yuvraj Singh,and, another
academy, Shri Mahesh Bhupati Tennis Academy and an Iskcon spiritual
centre are also being established and your Company has initiated
development works at these centres. The Railways have already approved
two big under bridges to connect parent city with the extended area.
The development and construction operations, within the township, are
in full swing which has given recognition to the Company as a master
developer engaged in the creation of big townships.
Your Company is pleased to state that it has offered for possession
about 1044 residential plots and about 119 built- up units of this
ambitious Hi-Tech Township in Lucknow during the financial year.
Hi-Tech Township- SUSHANT MEGAPOLIS, Dadri, adjoining Greater Noida
The Government of Uttar Pradesh has awarded the Project for development
of a Hi-Tech Township to the Consortium led by your Company. The
Consortium has set up Ansal Hi-Tech Townships Limited (Ansal Hi-Tech)
as the Special Purpose Vehicle to implement the Project. This Township
is being developed on an area admeasuring 2,504 acres under the brand
SUSHANT MEGAPOLIS having saleable area of about 77 million square
feet. Your Company has planned to develop the project in four stages
with all the facilities pertaining to sports & recreation, medical and
education including golf course. Megapolis is well connected with Delhi
and other vital commercial centres through expressways and highways,
i.e. Gautam Budh Expressway to Greater Noida, Eastern peripheral
expressway, NH-91. The Project lies within the National Capital Region
(NCR). The Mega city situates near the proposed International Airport
and adjoins North India''s largest proposed rail terminal coming up in
Bodaki on the Delhi Howrah railway line.
The first phase of the development of the project is underway. About
700 acres of land have already been acquired out of the total land area
under planning of 2504 acres.
Megapolis is gifted with five natural lakes and a grand canal, which
enhance the township''s beauty. It will offer one of the finest 18-hole
international golf courses in India designed by World Champion golfer
Nick Faldo from U.K and it will also offer a state-of-the-art Mahesh
Bhupathi Tennis Academy.
This township Project will be a perfect blend of nature''s glory, modern
infrastructure, elegance and luxury.
Integrated Township-Golf Link, Mohali
Your Company is developing an integrated township in Mohali, {Punjab}
spread over about 309 acres of land. This project is at the prime
location near Swaraj Mazda plant, on Kharar Landran Road. This Project
has all the facilities that include hospitals, shopping complexes,
schools and community centres.
Integrated Township-Esencia, Gurgaon
Your Company is all set to achieve one more first with the launch of
the ''Esencia'' township project, in Sector 67 & 67A, Gurgaon with the
objective of creating eco-friendly and environmentally sustainable
living. This township project has been registered as the pilot project
for green rating for integrated development by GRIHA (Green Rating for
Integrated Habitat Assessment), in India. Esencia will offer
well-designed homes with the best amenities. The Project is being
implemented through a joint venture. The total developable area is
about 220 acres.
Landscaping is an integral part of life at Esencia. With an aim to
create a sustainable green cover with minimal maintenance, the
landscaping at Esencia is planned around carefully designed parks and
open areas.
Integrated Township-Ghaziabad (Aquapolis)
Your Company is developing a joint venture project named Aquapolis, in
Ghaziabad (U.P), located near Hapur By- Pass, which is about 127 acres
of township having a saleable area of about 5.01 million square feet.
Aquapolis will provide latest world-class designs with all the
amenities.
Other Integrated Townships
Your Company''s other integrated townships are Sushant City, Ajmer,
Sushant City, Jaipur, Sushant City, Jodhpur, Sushant City, Meerut and
others. The facilities in these townships include health centres,
shopping complexes, schools, parks, community centres and underground
parking systems.
Power/ Infrastructure Project
Your Company had commissioned a 12MW Wind Power Project in Gujarat in
the month of September, 2007. The Company had entered into a power
purchase agreement with Gujarat Urja Vikas Nigam Limited for the sale
of electricity produced at its Wind Farm for a period of 20 years. Over
the last five years, this project is working satisfactorily.
6. CORPORATE SOCIAL RESPONSIBILITY {CSR}
Your Company strongly believes that pursuit and fulfilment of Corporate
Social Responsibility is as critical as Corporate Governance in the
organisation. The Company extends full support to Governments'' schemes
for the economically weaker sections and to the underprivileged
communities. Moreover, environmental issues remain very significant.
Hence, to create awareness amongst employees and others towards
environment, your Company organizes various Tree Plantation Camps /
activities from time to time. The projects of your Company are aimed at
environmental protection, its up-gradation, conservation, water
harvesting, plantation of saplings/trees, etc.
Your Company is implementing the vision of social development through
various CSR initiatives. Shri Sushil Ansal, Chairman of the Company has
been actively associated with the social welfare activities of the
Human Welfare Mission, founded by his father late Shri Chiranji Lal
Ansal. The Chairman has expanded the scope of the welfare activities of
the Group to help and reach out to innumerable people belonging to the
socially and economically backward strata of the society.
In order to give a more meaningful ambit to the human welfare
activities being carried out by the Human Welfare Mission, its name and
status were changed to Charanjiv Charitable Trust in 1976.
Your Company is supporting the following CSR initiatives through
Charanjiv Charitable Trust {CCT} and other NGOs.
Education
The Charanjiv Charitable Trust, set up by the Ansals in 1976, currently
runs schools in Palam Vihar and Sushant Lok in Gurgaon. Currently over
6000 students are studying in these schools.
The Trust is also in the process of setting up a large number of
schools, which will provide quality education.
Charanjiv Charitable Trust (CCT) had also promoted the Ansal Institute
of Technology (AIT) in Gurgaon in the year 2000. AIT, an institution
for higher education, today conducts undergraduate courses in
Engineering in affiliation with Guru Gobind Indraprastha University and
post graduate courses in management in affiliation with Tilak
University of Pune. AIT is a sought after Institution by the students.
Besides the regular programmes in engineering and management, AIT is
also conducting academic twinning programs both at undergraduate and
postgraduate levels in engineering, technology and management in
association with many reputed and accredited universities.
Besides AIT, Charanjiv Charitable Trust, also runs Sushant School of
Art and Architecture set up in Gurgaon about twenty years back to
impart education in the field of architecture which inspires students
to experiment, create and refine their ideas.
Sushil Ansal Foundation (SAF), set up by Shri Sushil Ansal in 2010 as a
non profit making company to carry out all philanthropic and charitable
activities in the fields of education etc., provides funds and/or
logistical support to institutions, organizations & others.
SAF has set-up a technical campus on 13.65 Acres developed land in
Sushant Golf City at Lucknow in the name of ''Ansal Technical Campus''.
The building complex as duly sanctioned and approved by LDA is already
developed and is being made operational. The admissions to the
Institute have started and it is going to be a center of excellence in
the field of professional education. The hostel facility and
residential block are available next door in the private residential
units built and ready for delivery of possession to the respective
owners. The campus is proposed to run from the current academic
session. A process of recognition by National Council of Technical
Education is in the final stage for its operation during the current
session for admissions in the Institute. The Sushant Golf City will
also be benefited with the establishment of the reputed Institute.
Healthcare
Shanti Sahyog: An NGO, Shanti Sahyog, is carrying out its health care
programmes in and around Delhi for the over last five years. The Group
has helped Shanti Sahyog in renovating and re-starting a dysfunctional
health centre in Kalkaji area of New Delhi. The health centre provides
free preventive and curative health care, with a focus on women''s
health. It caters not only to about 850 families that reside in the
nearby slum areas, but also to those living in poverty and deprivation
in and around Kalkaji. This health centre also doubles up as a
vocational training centre where women are taught tailoring by
professional teachers.
ILA Trust: Another NGO, ILA Trust, is also operating in the area of
healthcare. Free medical treatment, including medicines are provided to
the needy through this Trust. The Trust runs three medical vans, which
visit several slum colonies of Delhi by rotation, providing medical
assistance to the underprivileged sections of the society.
Activities in village Kahma: The welfare and social upliftment of this
village and the surrounding areas is continued to be done through Kahma
Welfare Committee, a non profitable organization set up for this
purpose. A hospital in Kahma-Hansraj Government Hospital - in the name
of Shri Hans Rajji grandfather of Shri Sushil Ansal, has been set up.
Housing for Economically Weaker Section of the Society
Approximately three thousand plots for economically weaker section of
the society, in the various townships, are being developed. The plots
were allotted through open public lottery system at highly subsidized
rates and easy interest free instalments. The rates were less than 10
per cent of the market rate.
Senior Citizen Home
A plot of 1000 sq mtrs was donated to establish a senior citizen''s home
in Palam Vihar, Gurgaon. Free technical and engineering support was
provided to build this home called Chiranjiv Karam Bhoomi. Several
senior citizens are staying in this home which is being run by Divya
Chhaya Trust through Smt. Kusum Ansal and other members of the Trust.
Promotion of Literature
In order to encourage Hindi writers and literature, SAMVAD a literary
organization is being given support for over twenty five years now.
Samvad provides an opportunity for creative writers where their
literary works are discussed and analysed.
7. SUBSIDIARY COMPANIES
During the Financial year 2010-11, your Company has invested in the
Equity shares of Ansal Colours Engineering SEZ Limited consequent upon
which the said company has become a subsidiary of the Company. Ansal
SEZ Projects Ltd. (ASPL), which has one (1) wholly owned subsidiary
(WOS) has been de-subsidiarized during the year. Apart from this,
Ansal Hi-Tech Townships Limited (AHTL), which is subsidiary of the
Company, has purchased the entire Equity shares of Phalak Infracon
Limited, Rudrapriya Realtors Limited and Medi Tree Infrastructure
Limited consequent upon which the said companies have become WOS of
AHTL, thereby become the chain subsidiaries of the Company.
Accordingly, as on the 31st March, 2011, the number of subsidiaries of
the Company has been increased from Forty Six (46) to Forty Eight (48).
In terms of the General Circular No. 2/2011 dated the 8th February,
2011 issued by the Ministry of Corporate Affairs (MCA), Government of
India, a general exemption has been granted from attaching the accounts
of the subsidiaries
8. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statement, which forms a part of this Annual
Report, has been prepared in accordance with principles and procedures
set out in the Accounting Standard-21 on ''Consolidated Financial
Statements'' and Accounting Standard-27 on ''Financial Reporting of
Interest in Joint Ventures'', issued by the Central Government under
Companies Accounting Standard Rules, 2006. These Statements have been
prepared on the basis of financial statements received from Forty Eight
(48) subsidiaries {as mentioned in the above para} and Seven (7) joint
venture companies
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 your 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 the
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 31.03.2011 on 31.03.2010
(i) Expenditure in Foreign Currency
Traveling expenses 32.73 76.31
Payment to contractors/cost of lift 97.84 64.88
Professional Fee/Brokerage 124.64 4.23
Advertisement 3.75 14.76
Architect Fee 207.68 88.56
Membership Fee 2.68 2.78
Total 469.32 251.52
(ii) Earnings in Foreign Currency
Sale of Flats/Plots/Farms etc. 29.15 38.47
C. Amount due to Small-Scale Industries
During the Financial Year 2010-11, an amount of Rs. 13.53 lacs is due
to small scale industrial undertakings as on the 31stMarch, 2011
(previous year Rs. 4.44 lacs) and the same has also been disclosed in
the financial statement.
D. Particulars of Employees
During the year under review, eight (8) employees/executive directors
were in receipt of remuneration of Rs. 60 lacs or more per annum or Rs.
5 lacs or more per month, if employed for a part of the year (Limit of
remuneration has been increased from Rs. 24 lacs to Rs. 60 lacs per
annum and from Rs. 2 lacs to Rs. 5 lacs per month vide Notification No.
2/29/1998-CLV dated 31.03.2011 issued by the Ministry of Corporate
Affairs (MCA), Government of India). In accordance with the provisions
of Section 217(2A) of the Companies Act, 1956 and the Rules made
there under, the names and other particulars of employees/ directors are
setout in the annexure to the Directors Report as Annexure B.
10. CORPORATE GOVERNANCE
Your Company''s Corporate Governance philosophy stems from the belief
that Corporate Governance is a key element in improving efficiency,
transparency, accountability and growth as well as enhancing investor
confidence.
Your Company has continuously been endeavouring to infuse the
philosophy of Corporate Governance in all its activities so as to
conduct its affairs to ensure fairness to all stakeholders.
As required:-
a) A report on Corporate Governance together with a certificate
received from Shri Vivek Arora, Company Secretaries, a Practicing
Company Secretary confirming the compliance with the provisions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement is given separately which forms part of this Report;
b) Management''s Discussion and Analysis Report is also given separately
and also forms part of this Report.
11. FIXED DEPOSITS
As on the 31stMarch, 2011, fixed deposits stood at Rs. 8036.89 lacs as
against Rs. 1775.37 lacs in the previous year. Deposits amounting to
Rs. 14.06 lacs (as on 31stMarch, 2011) have not been claimed by the
depositors. Since then deposits amounting to Rs. 6.05 lacs have been
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 constantly good services to its fixed deposit holders.
Therefore, due and timely payments of deposits on maturity and interest
thereon, in terms of the Company''s Deposit Schemes, is a continuing
priority.
12. TRANSFER OF UNCLAIMED DEPOSITS / 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 dividends for the Financial
Years 1994-1995 to 2002-2003 and the unclaimed deposits for the
Financial Years 1995-1996 to 2004-2005 have been transferred to the
said IEPF.
13. DIRECTORS
Resignation
During the period under review, ACM O.P. Mehra (Retd.), a Non-Executive
and Independent Director has resigned from the Board w.e.f. the 8th
February, 2011.The Board places on record its gratitude for the most
invaluable contributions made by ACM Mehra (Retd.) during his long
tenure on the Board of the Company.
Appointment of New Director
The Nomination Committee and the Board of Directors, at their
respective meetings held on the 11th August, 2011, have recommended and
approved the appointment of Dr. Prem Singh Rana, an independent
non-executive director, as an Additional Director of the Company, with
effect from the said date, whose term of office is upto the date of
this Annual General Meeting in accordance with the applicable
provisions of the Articles of Association and the Companies Act, 1956.
The matter of appointing him, as regular director, liable to retire by
rotation, appears as an Agenda item in the Notice of the 44thAnnual
General Meeting.
Retiring by rotation and re-appointment
In accordance with the provisions of the Articles of Association and
the Companies Act, 1956, Dr. R.C. Vaish, Shri Lalit Bhasin and Shri
P.R. Khanna, 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 is
included in the Notice of the 44thAnnual General Meeting.
None of the Directors are disqualified from being
appointed/re-appointed as Director in terms of Section 274(1) (g) of
the Companies Act, 1956.
14. AUDITORS'' REPORT AND AUDITORS
Report
The Notes to Accounts, forming part of Balance Sheet as at the 31st
March, 2011 and Profit & Loss Account for the year ended on that date,
referred to in the Auditors'' Report, are self explanatory. However, in
terms of sub-section {3}of Section 217 of the Companies Act, 1956 {the
Act}, the Auditors'' Report on the Accounts for the year ended on the
31st March, 2011, wherein the Statutory Auditors have made certain
observations/ qualifications, the Management''s responses are reportedly
as under:
i) “During the period under review the company has claimed exemption of
Rs.39.91lacs in addition to exemption accounted for upto the period
ended 31stMarch,2010, of Rs. 3,408 lacs under Section 80 IAof the
Income Tax Act, 1961 being tax profits arising out of sale of
Industrial Park units, pending the notification of the same by Central
Board of Direct Taxes. Further the Company has taken opinion from a
senior counsel that its application satisfies all the conditions
specified in the said Scheme of Industrial Park.
ii) The Auditors of the Company have drawn attention to the fact that
the Company is carrying project inventory of Rs. 16719 lacs for Group
Housing Project in Greater Noida. Due to downward trend in the market,
the Greater Noida Industrial Development Authority (GNIDA) announced a
Scheme whereby the developers have option to accept project on a
smaller piece of land equivalent to the amount paid and surrender
balance project land subject to some deductions. The management has
applied to the Authority conveying its intention to develop the project
under this Scheme and is awaiting its approval. Necessary adjustments
will be carried out upon receipt of approval from the Authority and
management is of the view that there is no impairment in the value of
land / project.
iii) With respect to comments of the Auditors on advances aggregating
to Rs. 16603 lacs given to land owning companies/collaborators/others
for purchase of land and comments on its recoverability/adjustment, the
management is of the view that such advances are given in respect of
ongoing transactions and are regarded as being in the normal course of
business.
iv) The Auditors of the Company have drawn attention that the Company
has not considered for the estimated cost of land to be incurred in
future for one of its large Township projects and also not considered
borrowing costs to be incurred in future in general for determining the
project revenues, project inventory and debtors. The management is of
the view that the amount of these items cannot be determined at this
stage.
v) The Company has, during the year ended 31st March, 2010, changed its
accounting policy in respect of accounting for certain costs in the
nature of administration and selling costs by charging them off to
Profit & Loss against the earlier policy of treating them as part of
project cost for determining project inventory, revenue and debtors.
The management is of the view that expenditure of such nature incurred
in earlier years and considered as part of project inventories under
Projects/ Contract work in progress upto 31stMarch, 2009 has been
carried forward as such.
vi) With regard to the comments of the Auditors relating to Ansal
Hi-Tech Townships Ltd. (AHTL) which is a subsidiary, that the Company
has given advances amounting to Rs. 14970 lacs (including Rs. 7082 lacs
to group companies), for purchase of land parcels for which agreements
with and confirmations of these companies are available with the
Company but in the absence of details of land purchased and financial
position of concerned companies, they are unable to comment on these
advances.These advances, in management view, are good and adequately
covered in the normal course of business.
vii) With respect to the comments of the Auditors relating to Ansal
Hi-Tech Townships Ltd. (AHTL), which is a subsidiary, that the company
has received advances of Rs. 5786 lacs from certain
individuals/companies and in the absence of agreements/booking details
for these advances they are unable to comment on the repayment of these
advances. The management is of the view that such advances are in the
normal course of business and all details/agreements will be executed
with in this financial year.
viii) The Company Law Board (CLB) has issued an ad-interim order
directing maintenance of status quo on immoveable assets, shareholding
& composition of Board of the subsidiary, M/s Ansal Colours Engineering
SEZ Limited (Ansal Colours) in a petition filed by erstwhile Joint
Venture Partner u/s 397 & other applicable provisions of the Companies
Act, 1956. In this regard, the Company is in the process of settlement
with erstwhile Joint Venture Partner. The accounts of Ansal Colours
which are consolidated with the Company''s accounts are unaudited due to
the interim order.”
Auditors
The tenure of the Statutory Auditors M/s S. S. Kothari Mehta & Company,
Chartered Accountant, having their office at 146-149 Tribhuvan Complex,
Ishwar Nagar, Mathura Road, New Delhi-110065, comes to an end at the
conclusion of this Annual General Meeting and is eligible for
re-appointment.The Company has received a 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.
15. LISTING INFORMATION
Equity shares of your Company are listed on the National Stock Exchange
of India Ltd. (NSE), Delhi Stock Exchange Association Ltd. (DSE) and
Bombay Stock Exchange Ltd. (BSE).
During the year under review, the Company has issued and allotted the
Equity shares. The said shares have also been listed and permitted to
be traded at DSE, BSE & NSE. There has been no trading at DSE for a
number of years. The details of allotment and listing of shares are
given below :-
Particulars Date of No. of Date of Date of
Allotment Shares Listing
approval Trading approval
Allotment of Equity
shares on
Preferential 19.06.2010 70,50,000 16.07.2010
-BSE 05.08.2010 -BSE
Issue basis in
terms of Chapter
VII of SEBI 23.07.2010
- NSE 29.07.2010 -NSE
(Issue of Capital
and Disclosure 21.06.2010 15,00,000 03.09.2010
- DSE 03.09.2010 -DSE
Requirements)
Regulations, 2009
Allotment of Equity
shares under
Qualified 13.10.2010 2,57,26,291 14.10.2010
-BSE 15.10.2010-BSE
Institution
Placement basis
as per 14.10.2010
-NSE 15.10.2010-NSE
provisions of
Chapter VIII of
SEBI 08.11.2010
- DSE 08.11.2010- DSE
(Issue of Capital
and Disclosure
Requirements)
Regulations, 2009.
Listing fees for the Financial Year 2011-12 has been paid by the
Company to all the Stock Exchanges (i.e. DSE, BSE & NSE) in time and no
amount is outstanding.
16. 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 the
31st March,2011, and of the profit 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.
17. 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 the 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 appreciate the hard work, competence, devoted
teamwork and professionalism of the employees of the Company and its
subsidiaries and the group, at all levels. The employees continue to
remain the Company''s most valuable resources and their sustained hard
work has enabled your Company to successfully meet the challenges
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: 11th August, 2011 Chairman
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