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Ansal Buildwell Ltd.

BSE: 523007 | NSE: | Series: NA | ISIN: INE030C01015 | SECTOR: Construction & Contracting - Housing

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Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

DIRECTORS’ REPORT

Dear Shareholders,

The Directors have pleasure in presenting the thirty second Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2016

FINANCIAL SUMMARY/RESULTS

The working Results of the Company are briefly given below:

Current Year

Previous Year

(? in Lacs)

(? in Lacs)

Sales & Other Income

8,792.06

10,109.58

Profit before Interest & Depreciation etc.

2,203.42

2,032.38

Less:

— Finance Cost

910.00

489.01

— Depreciation and Amortization

135.03 1,045.03

147.28 636.29

Profit before Tax

1,158.40

1396.09

Less:

Tax Expenses:

Current Tax

460.00

570.00

Deferred Tax

(39.47)

(47.73)

Provision for taxation from earlier years

20.84

42.96

Profit after Tax

717.03

830.86

Add: Surplus Profit Brought

Forward from previous year

224.36

482.37

Profit available for Appropriation

941.38

1313.23

Less: Proposed dividend

59.07

73.84

Dividend distribution Tax

12.03

15.03

Transfer to General reserve

500.00

1000.00

Closing Balance of Surplus Profit

370.29

224.36

DIVIDEND

The Directors are pleased to recommend, for your approval, payment of Dividend at the rate of '' 0.80 per ordinary equity share i.e. 8% for the year ended on the 31st march, 2016 (Previous year '' 1/- i.e. 10%), which, if approved, by the shareholders in the ensuing Annual General Meeting will absorb Rs, 71.10 Lacs approx. including payment of Tax, surcharge and cess thereon (previous year Rs, 88.87 lacs).

RESERVES AND SURPLUS

Reserve and surplus at the beginning of the year was Rs, 8604.38 lacs. The Company Proposes to transfer a sum of Rs, 500 lacs to General Reserve and a sum of Rs, 145.92 lacs is proposed to be retained in the Surplus which makes Reserve and surplus at the end of year i.e 31st March, 2016 Rs, 9250.31 Lacs.

REVIEW OF OPERATIONS / STATE OF COMPANY’S AFFAIR

During the year under review Profit before Tax is at Rs, 11.58 crores as against last year Rs, 13.96 crores. The sales and other income is Rs, 87.92 crores as against previous year Rs, 101.10 crores. Out of the disposable surplus of Rs, 941.38 lacs, a sum of Rs, 71.10 Lacs has been kept for dividend and dividend distribution tax and a sum of Rs, 500 lacs has been transferred to General Reserves. Reserve and surplus stood at Rs, 9250.31 lacs at the end of the year.

The operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report and the same forms part of this Directors’ Report.

ISO 9001:2008 CERTIFICATION

We have immense pleasure to inform all of you that your Company has been awarded ISO 9001:2008 certification on 25th may, 2011.

ISO is a powerful set of statistical and management tool that can create dramatic increase in systematic productivity, customers satisfaction and shareholders’ value. Your Company continues to adhere to its true spirit, along with the system and procedures laid down in its “QUALITY MANUAL”

CORPORATE GOVERNANCE

We strive, at Ansal Buildwell, to evolve and follow corporate governance guidelines and best practices sincerely to not just boost long term shareholders value but also to respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company. The Company expects to realize its vision by taking such actions as may be necessary to achieve its goals of value creation, safety, environment and people.

The requisite certificate from Independent Auditors M/s Sekhri & Associates, 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 2016-17.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the provisions of section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee headed by Shri Subahsh Verma as chairman with shri Gopal Ansal and shri V. P. Verma as members. Shri Subhash Verma and Shri V. P. Verma are Independent Directors. 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.ansa.labl.com/ pdfs/Corpora.te-Social-Responsibility-CSR-Committee-and-its-Policy.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’. The average net profit of the Company, computed as per section 198 of the companies Acr, 2013, during three immediately preceding financial years is Rs, 1656.03 lacs. It was hence required to spend Rs, 33.20 lacs (Thirty two lac twenty thousand only), being 2% of average net profit of the Company made during the three immediately preceding financial years

An Annual Report on CSR activities being undertaken by the Company through its implementing agency ‘Gyan Bharti Trust’ is annexed as an Annexure — ‘A’

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, no Company has become or ceased to be subsidiary, Joint venture or associate companies. The Company has 100% shareholding of its five non listed Indian subsidiary companies i.e. M/s Ansal Real Estate Developers Pvt. Ltd., M/s Lancers Resorts & Tours Pvt. Ltd., M/s Potent Housing and Construction Pvt. Ltd., M/s Sabina Park Resorts and Marketing Pvt. Ltd. and M/s Triveni Apartments Pvt. Ltd. in order to have better and effective control over the affairs of Company. These subsidiary companies do not fall under the category of ‘Material subsidiary company’ under Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Besides the above, the Company has five joint venture companies viz. M/s Ansal Crown Infrabuild Pvt. Ltd., M/s JKD Pearl Developers Pvt. Ltd., M/s Incredible Real Estate Pvt. Ltd., M/s Southern Buildmart Pvt. Ltd., and M/s Sunmoon Buildmart Pvt. Ltd. The Company has also one Associate Company viz. Aadharshila Towers Pvt. Ltd.

The Annual Accounts of the subsidiaries and detailed information are kept at the registered office of the Company and available to investors seeking information during business hours of the Company. The financial statements of the subsidiaries companies are also uploaded at company’s web-site www.ansa.la.bl.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. However, members are free to keep the shares in physical form or to hold the shares with a “DEPOSITORY PARTICIPANT” in demat form. For this purpose the Company has appointed M/s Link In time 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 '' 6,13,192/- for the year 2007-2008 (including interest due thereon) were due for transfer to the said IEPF and the Company had transferred said unclaimed dividend of '' 6,13,192/- to the said IEPF, in time.

AUDITORS AND AUDITORS’ REPORT Independent Auditors

At the Annual General Meeting held on 27th September, 2014, pursuant to provision of Section 139 of the Act and Rules made there under, M/s Sekhri & Associates, Chartered Accountants (Firm Registration No. 018322N) were appointed as Independent Auditors of the Company from the conclusion of 30th Annual General Meeting held on 27th September, 2014 till the conclusion of 33rd Annual General Meeting to be held in the year 2017. The appointment was subject to ratification by members at the AGM to be held in 2015 and 2016. The members are requested to consider the ratification of the appointment of M/s Sekhri & Associates and authorize Board of directors to fix their remuneration. M/s Sekhri & Associates 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 vide point No (viii) of their report that the Company has 4 days delay in repayment of Total EMI of '' 16,25,977 to HDFC bank for which the Company is taking appropriate action that such delay should not occur in the 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, to undertake the secretarial audit of the company for the year ended 31 st March, 2016. 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 2015-16, except the resignation of Shri K. S. Bakshi Independent Director on 19th March 2016. The Board noted their observation and initiated action to search a new Independent Director.

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 2015-16 and a cost compliance certificate has been obtained for the above year.

DIRECTORS

(A) Change in Directors and Key Managerial Personnel

During the year under review Shri K. S. Bakshi, an Independent Director, has resigned from directorship of the Company w.e.f. 19th March, 2016. Apart from that there is no change in the directorship of the company during the year under review.

In accordance with provision of section 152 of the Companies Act, 2013 and Articles of Association of the Company Smt. Ritu Ansal (DIN No. 00667175) of the Company retires by rotation and being eligible offers herself for reappointment.

Pursuant to the provisions of section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on recommendation of Nomination and Remuneration Committee, the Board of Directors have appointed Shri Arun Kumar Pandey as Chief Financial Officer (CFO) of the company w.e.f. 4th May, 2015.

(B) Declaration by Independent Directors

Shri Subhash Verma and Shri Ved Prakash Verma, 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) Familiarization 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.a.nsala.bl.com/pdfs/Fa.milia.risation-Progra.mme-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 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 constituted an Audit Committee with Shri Subhash Verma as chairman and Shri V. P. Verma and Shri Gopal Ansal 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 www.ansalabl.com at we blink http:// www.amsalahl.com/p^lfs/Whistle-Blower-Policy.p^lf

Board and Committee Meetings

Agenda of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. During the year under review five Board Meetings and five 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 Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements. Your Directors draw kind attention of the members to Note 12 of standalone financial statements for details.

Extract of the Annual Return

An extract of Annual Return under section 92(3) of Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, in Form No. MGT-9 is attached as Annexure- ‘C’

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 : Nil development or import substitution;

(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 : N/A the reasons thereof; and

(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 :Rs, 4.97 Lacs

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 —‘D’.

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 — ‘E’

RISK MANAGEMENT POLICY

In order to timely anticipate, identify, analyze and then manage threats that could severely impact or bring down the organization, Company has developed a “Risk Management Policy”. The Policy has been placed before the Board and approved by the Board of Directors. During the year under review no element of risk has been identified which, in the opinion of Board, may threaten the existence of the Company. The policy has been uploaded on Company website www.ansa.la.bl.com at we blink: http:/ /www.amsala.bl.com/pdfs/Risk-Mana.gement-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 materiality significant Related Party Transactions made by the Company during the year that would have required Shareholder 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 Accounting Standard (AS-18) has been made in notes to the financial statement. Your Directors draw attention of the members to Note 34 to the financial statement which sets out related party disclosures.

MATERIAL CHANGE AND COMMITMENTS

No changes, affecting the financial position of the Company, has occurred between the end of financial year 31st March, 2016 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. 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.

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 & on Behalf of the Board

GOPAL ANSAL

Place: New Delhi Chairman cum Managing Director

Date: 25th May, 2016 (DIN: 00014172)

Director’s Report