Dear Members,
The Directors of your Company have immense pleasure in presenting the 40th
Board Report on the Company's business and operations, together with the Audited Statement
of Accounts for the financial year ended 31st March, 2024. Consolidated
performance of the Company and its subsidiaries has been referred to wherever required.
FINANCIAL HIGHLIGHTS
In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), the
Company has prepared its standalone and consolidated financial statements as per IND-AS
for the financial year 2023-24. Your company's performance on standalone and consolidated
basis during the year as compared with that of the previous year is summarised as under:
(Figures in Lakhs)
Particulars |
STANDALONE |
CONSOLIDATED |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
1 Total Revenue |
|
38935.26 |
|
22390.76 |
|
46920.42 |
|
26028.89 |
Less: |
|
|
|
|
|
|
|
|
Total expenses excluding depreciation and finance cost |
31728.06 |
|
18155.63 |
|
39609.47 |
|
22069.64 |
|
Depreciation |
152.14 |
|
157.07 |
|
168.13 |
|
171.91 |
|
Finance Cost |
6569.39 |
38449.59 |
6484.64 |
24797.33 |
6688.20 |
46,465.80 |
6601.73 |
28843.28 |
2 Profit/(Loss) before exceptional items |
|
485.67 |
|
(2406.58) |
|
454.62 |
|
(2814.39) |
Exceptional Items- Income / (Expenses) |
|
47.66 |
|
(5666.13) |
|
549.25 |
|
(5634.68) |
3 Net Profit/(Loss) After Exceptional |
|
533.33 |
|
(8072.71) |
|
1003.87 |
|
(8449.06) |
Items and before Tax |
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
-Provision for Tax |
|
157.92 |
|
(2353.61) |
|
210.63 |
|
2312.60 |
4 Net Profit/(Loss) After Tax but before prior period items |
|
375.41 |
|
(5719.10) |
|
793.24 |
|
(6136.45) |
Less: -Tax Provisions for earlier years |
|
- |
|
- |
|
- |
|
- |
5 Net Profit/(Loss) after Tax and prior period items |
|
375.41 |
|
(5719.10) |
|
793.24 |
|
(6136.45) |
Add : Other Comprehensive Income |
|
(86.38) |
|
10.62 |
|
(100.60) |
|
4.53 |
6 Net Profit/(Loss) after Comprehensive Income |
|
289.03 |
|
(5708.48) |
|
692.64 |
|
(6131.92) |
7 EPS (Basic & Diluted) |
|
0.54 |
|
(9.59) |
|
1.14 |
|
(10.29) |
FINANCIAL AND OPERATIONAL REVIEW
The Company delivered a better financial performance during the period. During the
financial year 2023-24, the net revenue for the standalone entity increased to 38935.26
Lakhs from 22390.76 Lakhs in the previous year showing an increase of around 73.89% and
the earnings before interest, tax, depreciation and amortization (EBITDA) increased to
7207.11 Lakhs from 4235.13 Lakhs in the previous financial year. The profit after tax
has gone up to 375.41 Lakhs for the year under review as against a loss after tax of
5719.10 Lakhs for the previous financial year. In line with the above, the consolidated
total revenue stood at 46920.42 Lakhs during the Financial Year 2023-24 against revenue
of 26028.89 Lakhs in the previous year showing an upturn of more than 80%. Net
Consolidated profit from ordinary activities after tax for the Financial Year 2023-24 went
up to 793.24 Lakhs against the Net Loss of 6136.45 Lakhs in the Previous Year. During
the financial year under review your
Company has been able to gear up its construction activities at almost all its project
sites and has been able to shorten the delays which took place during pandemic. While
business cycles were affected in the financial years affected by the pandemic due to
buyers holding back purchases in anticipation of regulatory changes, there has been
substantial improvement in the bookings, sales and collections during the year under
review and the same trend has been continuing in the current financial year too.
OUTLOOK
Indian residential real estate sector has been witnessing a strong turn-around of the
sectoral landscape over the past two to three years. There has been substantial boost in
both demand and pricing with higher consumer propensity towards paying a premium for a
superior product proposition. With interest rate being stable, the home buying intent and
sales momentum remained robust with Financial Year 2023-24 being the bestever year in
terms of sales booking for the industry. Home buying is long-term asset where a strong
affordability and financial strength (which is still better than pre-Covid levels) shall
supersede the natural rate-cycle, especially if demand is driven by self-consumptions.
In post pandemic era, the customer focus on product proposition and quality is
strongest ever. Increasingly, there has been disproportionate focus by the large organised
developers on better design as per customer preference, best in class experience and
superior quality. Ansal Housing shall seek to drive profitability, improve customer
experience and continue to adopt digital technologies. Moreover, operational momentum for
your company is likely to be sustained by its healthy Balance Sheet and robust project
pipeline.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the period
under review.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the reserves.
DIVIDEND
In view of the business requirements of the Company, the Board of Directors of the
Company has not recommended any dividend for financial year 2023-24.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
During the Financial Year 2023-24, in accordance with the applicable provisions of
Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (hereinafter referred to as the "IEPF Rules"), the Company had transferred
an amount of 59,26,366/-to Investor Education and Protection Fund (IEPF) Authority.
Further, during the Financial Year 2023-24, the Company transferred 247191 shares, due to
the dividends being unclaimed for seven consecutive years, in accordance with the said
Rules.
According to Section 125 of the Companies Act 2013, and based on the Company's records,
no unpaid or unclaimed dividend is required to be deposited to the Investor Education and
Protection Fund during the financial year 2024-25 as no unpaid dividend is lying with the
Company which is due for transfer to the Investor Education and Protection Fund.
The details of dividend and shares transferred by the Company to IEPF are available on
the websites of the Company and IEPF. Those members whose dividend and/or shares have been
transferred to IEPF Authority are advised and requested to follow the procedure specified
by IEPF Authority for claiming their dividend/shares, or may write to Link Intime India
Private Limited, Registrar & Share Transfer Agent (RTA) of the Company.
FIXED DEPOSITS
The Company had been inviting/accepting and renewing deposits from the public and its
shareholders for past many years in accordance with the provisions of the Companies Act,
1956/2013 read with the Companies (Acceptance of Deposits), Rules, 1975/2014. However, the
Company stopped accepting/renewing public deposits with effect from 1st April,
2016 in view of non-availability of deposit insurance which was a mandatory condition for
acceptance/renewal of deposits. The Company owed a principal amount of 99.50 crores
towards the public depositors when it stopped taking/renewing further deposits on 1st
April, 2016.
The Company in the month of July 2016 had approached the Hon'ble National Company Law
Tribunal (NCLT), New Delhi seeking its approval to repay public deposits in instalments.
Vide its Order dated 3rd October, 2016, the NCLT had accepted and approved in
principle, the repayment proposal of the company for extension of time in respect of
repayment of matured deposits in a phased manner over a period of 24 months from their
respective maturity dates subject to periodical review of the scheme. Thereafter, regular
review of the fixed deposit scheme had been done by Hon'ble NCLT and the Company had been
refunding the public deposits in accordance with the orders of the Hon'ble NCLT made from
time to time.
However, vide its Order dated 21st September, 2022, the Hon'ble NCLT
declined to extend the scheme of repayment of fixed deposits as requested by the Company
and directed it to release payment to the depositors in accordance with its previous
Orders dated 15th November, 2018 and 11th July, 2019. Consequent to
the above order of the Hon'ble
Tribunal, the Company has released outstanding principal amount of fixed deposits along
with interest/future interest to all the depositors (except unclaimed deposits which are
being transferred to IEPF in accordance with the law) through quarterly post-dated
cheques.
The details relating to the deposits as required by Rule 8(5)(v) of the Companies
(Accounts) Rules, 2014 are given below:
1. Deposits accepted during the year 2023-24 |
Nil |
2. Deposits remained unpaid or unclaimed as at 31.03.2024 |
Unpaid - 11.92 Crores Unclaimed - 0.98 Crores |
3. Whether there has been any default in repayment of deposits or
payment of interest thereon during the year 2023-24 and if so, number of such cases and
the total amount involved- |
|
(i) at the beginning of the year; |
18.17 Crores |
(ii) maximum during the year; |
11.92 Crores |
(iii) at the end of the year; |
11.92 Crores |
4. The details of deposits which are not in compliance with the
requirements of Chapter V of the Companies Act, 2013 |
NA |
SHARE CAPITAL
The issued, subscribed and paid-up equity share capital of the Company as on 31st
March, 2024 stood at 6963.58 lakhs.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE
In furtherance of the Green Initiative in Corporate Governance announced by the
Ministry of Corporate Affairs, the Company had in past requested the shareholders to
register their email addresses with the Registrar & Share Transfer Agent/Company for
receiving the reports, accounts and notices etc. in electronic mode. However, some of the
shareholders have not yet registered their e-mail IDs with the Company. Shareholders who
have not yet registered their email addresses are once again requested to register the
same with the Company by sending their requests to sect@ansals.com. Further, Ministry of
Corporate Affairs vide General Circulars No. 20/2020 dated 05th May, 2020,
02/2021 dated
13th January, 2021, 02/2022 dated 5th May, 2022, 11/2022 dated 28th
December 2022 and Circular No. 09/2023 dated 25th September, 2023 and SEBI vide
Circulars No. SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020,
SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021, SEBI/HO/CFD/
CMD2/CIR/P/2022/62 dated 13th May 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 05th
January, 2023 and SEBI/HO/CFD/CFD-PoD-2/ P/CIR/2023/167 dated 07th
October, 2023 have granted exemption to all the Companies from dispatching physical copies
of Notices and Annual Reports to Shareholders. It is always advisable to all the
shareholders to keep their email Ids registered/ updated with the Company in order to
receive important communication/information on time.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
As on 31st March, 2024, your Company had 17 Subsidiaries and 1 Associate Company, the
details whereof are set out at appropriate place in the Annual Report. Out of the 17
subsidiaries, your Company has two material unlisted subsidiaries namely Geo Connect
Limited and Oriane Developers Private Limited based on the financial statements as on 31st
March 2024.
Pursuant to provisions of section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company's subsidiaries in Form AOC-1 is
attached to the financial statements of the Company. In accordance with third proviso to
Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing
inter alia the audited standalone and consolidated financial statements, has been placed
on the website of the Company at www.ansals.com and may be accessed at https://
www.ansals.com/page/financial_results. Further, audited financial statements together with
related information and other reports of each of the subsidiary companies have also been
placed on the website of the Company at www.ansals.com and may be accessed at
https://www.ansals.com/page/financial_subsidiary. Further, highlights of performance of
subsidiaries, associates and joint venture companies and their contribution to the overall
performance of the Company can be referred to in Form AOC-1 as well as Consolidated
Financial Statements, which form part of this Annual Report.
AWARD OF ISO 9001: 2015
Your Company continues to enjoy the privilege of ISO 9001:2015 Certification granted to
it on 17th April, 2023 through well-known certification agency "DNV GL
Business Assurance". The Management System Certificate is valid till 15th
April, 2026. It will be the constant endeavour of the management to continuously stress on
systems/quality for ultimate delivery of its products.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, as required under Regulation 34 read
with Schedule V of the SEBI Listing Regulations, is presented in a separate section,
forming part of the Annual Report.
CORPORATE GOVERNANCE
Your Company believes in adopting best practices of corporate governance. Corporate
governance principles are enshrined in the spirit of Ansal Housing Ltd., which form the
core values of the Company. These guiding principles are also articulated through the
Company's code of business conduct, corporate governance guidelines and disclosure policy.
Pursuant to the Regulation 34 of the Listing Regulations, a separate section on corporate
governance practices followed by your Company, together with a certificate from M/s.
Parveen Rastogi & Co., Company Secretary in Practice, on compliance with corporate
governance norms under the Listing Regulations, has been annexed as part of this Report.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial Year 2023-24, following changes occurred in the Board of Directors
and Key Managerial Personnel ("KMPs") of the Company:
Mrs. Shalini Talwar was appointed as the Company Secretary and Compliance
Officer of the Company w.e.f. 17.12.2023 by the Board of Directors, upon the
recommendation of Nomination and Remuneration Committee, in place of Mr. Som Nath Grover
who resigned from the position of Company Secretary and Compliance Officer w.e.f. the
close of business hours on 16.12.2023.
Mrs. Neha Ansal, Non-Executive Non-Independent Director of the Company resigned
from directorship w.e.f 04.03.2024 due to her personal reasons. Board had placed on record
its deep appreciation for the invaluable support and guidance received from Mrs. Neha
Ansal during her tenure as a Non-Executive Non-Independent Director of the Company.
Mr. Rajendra Sharma was appointed as an Additional Non-Executive-Non Independent
Director by the Board of Directors, upon the recommendation of Nomination and Remuneration
Committee w.e.f. 30.03.2024. Further, since, in terms of Regulation 17(1C) of SEBI (LODR)
Regulations, 2015, the approval of shareholders for appointment or re-appointment of a
person on the Board of Directors is required to be taken at the next general meeting or
within a time period of three months from the date of appointment, whichever is earlier,
the Company had issued Notice of Postal Ballot to the Shareholders dated 30.03.2024,
seeking approval of the Members on the ordinary resolution for regularization of
appointment of Mr. Rajendra Sharma, as Non-Executive Non-Independent Director, by
communicating assent/dissent through remote e-voting on or before 09.05.2024. The voting
results of the Postal Ballot were submitted by the Company to the BSE Limited on
10.05.2024. The resolution was passed by requisite majority.
In accordance with the provisions of section 152 of Companies Act, 2013, Mr. Kushagr
Ansal, Director of the Company is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
As on 31st March, 2024, the composition of board was as given hereunder:
Name
DIN |
Designation |
Date of Appointment |
|
Mr. Kushagr Ansal |
01216563 |
Whole Time Director & CEO |
26.08.2006 |
Mrs. Iqneet Kaur |
05272760 |
Independent Director |
29.07.2020 |
Mr. Bal Kishan Sharma |
09675600 |
Independent Director |
09.08.2022 |
Mr. Rajendra Sharma |
10568459 |
Non-Executive Director |
30.03.2024 |
DECLARATION BY INDEPENDENT DIRECTORS
In the first Board Meeting held for the financial year 2023-24, all the Independent
Directors of the Company furnished to the Company a declaration to the effect that they
meet the criteria of independence as provided in Subsection 6 of Section 149 of Companies
Act, 2013 and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations. They have
also furnished their respective declarations in pursuant to Rule 6(1) and (2) of Companies
(Appointment & Qualifications of Directors) Rules, 2014 with respect to their
registration on the website of Indian Institute of Corporate Affairs and payment of
membership fee. Further, the Board is of the opinion that the Independent Directors of the
Company uphold the highest standards of integrity and possess the requisite expertise and
experience required to fulfil their duties as Independent Directors.
CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP(S)/ COMMITTEE POSITION(S)
Based on the disclosures received, number of Directorship(s), Committee Membership(s),
and Chairmanship(s) of all the Directors are within respective limits prescribed under the
Act and SEBI Listing Regulations. Further, none of the Executive Directors of the Company
served as an Independent Director in any other listed company. Necessary disclosures
regarding Committee positions in other public companies as on 31st March 2024
have been made by the Directors and reported in the Corporate Governance Report which
forms part of the Annual Report.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19
of SEBI (LODR) Regulations, 2015, your Company has formulated the Nomination and
Remuneration Policy for its Directors, Key Managerial Personnel (KMP) and Senior
Management Personnel (SMP). The Policy sets out the guiding principles for Nomination and
Remuneration Committee of the Company for recommending to the Board the appointment and
remuneration of the Director(s), KMP(s) and SMP(s).
The Nomination and Remuneration Committee shall identify and ascertain the integrity,
qualification and positive attributes, expertise and experience of the person for
appointment of Director(s), KMP(s) and SMP(s) and recommend to the Board their appointment
based upon the need of the Company. The policy is available at the website of the Company
at https://www.ansals.com/page/nomination_remuneration_policy.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year 2023-24, no expenditure was made by the Company towards Corporate
Social Responsibility due to prevailing downfall in the Real Estate Sector as a
consequence of which the average net profit in accordance of Section 135 of the Companies
Act, 2013 is negative for the Financial Year under review.
The details about the policy developed and implemented by the Company on Corporate
Social Responsibility are given in the "Annexure-I" forming part of this report
as specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The
Policy has been disclosed on the website of the Company.
RISK MANAGEMENT POLICY
The Company has its Risk Management Policy which is reviewed by the Board of Directors
of the Company and the Audit Committee of Directors from time to time so that management
controls the risk through a structured network. Head of Departments are responsible for
implementation of the risk management system as may be applicable to their respective
areas of functioning and report to the Board and the Audit Committee about the events of
material significance. The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the business. In order to achieve the key objectives, the
policy establishes a structured and methodical approach to risk management, in order to
guide decisions on risk related issues. In today's turbulent and competitive environment,
strategies for mitigating inherent risks are imperative for triggering the growth graph of
the Company. The common risks inter alia are: Hazard risk, Regulatory risks, Competition,
Business risk, Technology Obsolescence, Investments, Retention of talent and Expansion of
facilities etc. Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk and legal risk etc. As a matter of policy, these risks are assessed
and appropriate steps are taken to allay the same so that the element of risk threatening
the Company's existence is very minimal. The Risk Management Policy as approved by the
Board has been uploaded on the Company's website at
https://www.ansals.com/page/risk_management_policy.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has established a Vigil (Whistle Blower) Mechanism for Directors and
Employees in compliance with Section 177(9) of the Companies Act, 2013 read with
Regulation 22 of SEBI Listing Regulations, to report their genuine concerns or grievances
regarding any unethical behaviour. The details of Whistle Blower Policy are also explained
in the Corporate Governance Report and the Policy of the Company is available on the
website of the Company at https:// www.ansals.com/page/whistle_blower_policy.
BOARD AND ITS COMMITTEES
The Board of Directors met five times during the financial year 2023-24 for which
notices were served in accordance with Section 173(3) of the Companies Act, 2013. As on 31st
March, 2024, the Board had five committees, namely the Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'
Relationship Committee and Committee of Directors. A detailed note on composition of the
board, committees, meetings, attendance thereat is provided in the Corporate Governance
Report which forms part of the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and well embedded system of internal financial controls. This
ensures that all assets are safeguarded and protected against loss from unauthorised use
or disposition and all transactions are authorised, recorded and reported correctly. Your
Company's internal controls are commensurate with the nature, size and complexities of
operations. These internal control systems ensure compliance with all applicable laws and
regulations and facilitate optimum utilisation of available resources and protect the
interests of all stakeholders.
Your Company has an efficacious Audit Committee consisting of Independent Directors,
the details of which have been given in the Corporate Governance Report. Independent
Chartered Accountant firm has been appointed as Internal Auditors and effectiveness of
internal control mechanism is reviewed by Internal Auditors at regular intervals. The
Audit Committee reviews audit reports submitted by the Internal Auditors from time to
time.
Suggestions for improvement are considered by the Audit Committee, and its decisions
are followed by the Management through the implementation of corrective actions and
improvements in business processes. The Committee also meets, from time to time, the
Company's Statutory Auditors to ascertain, inter-alia, their views on the adequacy of
internal control systems in the Company and also keeps the Board of Directors informed of
its significant observations on a regular basis.
AUDITORS AND AUDITORS' REPORT a) Statutory Auditors
M/s. Dewan P.N. Chopra & Co. Chartered Accountants are the Statutory Auditors of
the Company who were re-appointed by the shareholders in their Annual General Meeting held
on, 27th September, 2022 for the second term of five consecutive years from the
conclusion of 38th Annual General Meeting (AGM) till the conclusion of 43rd
AGM.
The Board has duly examined the Statutory Auditors' Report to the accounts, which is
self-explanatory. Clarifications wherever necessary, have been included in the Notes to
Accounts section of the Annual Report and the Management's view on the Qualification made
by Statutory Auditors in their report is mentioned below:
Details of Audit Qualification: |
Management' view on Audit Qualification: |
"IFCI Limited has revoked the restructuring and
recalled repayment of outstanding dues amounting to 15,104.04 Lakh (including interest)
now assigned to Suraksha ARC vide assignment agreement dated September 6, 2023. The
company has not recognized the default interest cost amounting to 323.58 Lakh, 181.65
Lakh, and 141.47 Lakh for the quarter ended March 31, 2024, December 31, 2023 and March
31, 2023 respectively and 831.86 Lakhs and 546.54 Lakhs for the year ended March 31,
2024 and March 31, 2023. The company was in discussion with the lender to resolve the
matter in the best possible manner. The company's records indicate that had management
recognized the default interest, an amount of 323.58 Lakh, 181.65 Lakh and 141.47
Lakh for the quarter ended March 31, 2024, December 31, 2023 and March 31, 2023
respectively, 831.86 Lakhs and 546.54 Lakhs for the year ended March 31, 2024 and
March 31, 2023 respectively would have been required to provide for as finance cost.
Accordingly, Finance Cost, Deferred tax assets and Loss after tax would have been
increased by " 323.58 Lakh, 231.42 Lakh, 92.16 Lakh "," 181.65 Lakh,
Nil, 181.65 Lakh", " 141.47 Lakh, Nil, 141.47 Lakh", for the quarter
ended March 31, 2024, December 31, 2023 and March 31, 2023 respectively, " 831.86
Lakh, 231.42 Lakh, 600.44 Lakh", " 546.54 Lakh, Nil, 546.54 Lakh" for
the year ended March 31, 2024 and March 31, 2023 respectively and shareholder's fund would
have been reduced by 92.16 Lakh, 181.65 Lakh and 141.47 Lakh for the quarter ended
March 31, 2024, December 31, 2023 and March 31, 2023, respectively and 600.44 Lakhs and
546.54 Lakhs for the year ended March 31, 2024 and March 31, 2023 respectively." |
The IFCI Debt has been assigned to Suraksha ARC (SARC)
on 06th September, 2023. Now, the Company and SARC are holistically reviewing
the underlying mortgaged projects. The Company is very much hopeful of the restructuring
of this outstanding debt portfolio. Considering the discussion and proposed resolution in
pipeline, management is of the view that this interest liability will not arise on the
company. |
"In respect of repayment of public deposits and
settlement of said public deposit with the respective depositor. However, the impact, if
any, as per the provisions of the Companies Act, 2013 on the financial statements, is
presently not ascertainable." |
After the appeal of the Company before the Hon'ble
Supreme Court was dismissed as withdrawn, the Company entered into full and final
settlement of the balance payment of the maturity amount and issued post-dated cheques
(PDC) to substantial depositors and the same has been duly agreed and accepted by the
respective depositors. This process is diligently followed by the Company. |
|
In due compliance with the Companies Act, holistically, the company has
settled substantial depositors. The PDC as issued are being duly encashed/ honoured as per
the agreed terms and conditions of the settlement. |
|
The Company/holding company has taken legal opinion to substantiate/
corroborate its acts. As per the legal opinion, the process of repayment adopted by the
Company meets the requirement of the applicable provision of the Companies Act, 2013. |
b) Cost Auditors
M/s. U. Tiwari & Associates, Cost Accountants, were appointed as the Cost Auditors
for the financial year 2023-24 to conduct the audit of cost records maintained by the
Company. Your Company is required to make and maintain cost records as specified under
sub-section (1) of Section 148 of the
Companies Act. Accordingly, your Company has been making and maintaining such cost
records as per the requirements.
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records
and Audit) Rules, 2014, the Audit Committee recommended and the Board of Directors
appointed M/s. U. Tiwari &
Associates, Cost Accountants as the Cost Auditors for the financial year 2024-25. The
Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost
Auditors of your Company for the financial year ending 31st March 2025. The remuneration
of Cost Auditors has been approved by the Board of Directors on the recommendation of the
Audit Committee. In terms of the Act and Rules thereunder requisite resolution for
ratification of remuneration of the Cost Auditors by the members has been set out in the
Notice of the 40th Annual General Meeting of your Company. c) Secretarial
Auditors
In terms of Section 204 of the Companies Act, 2013 and the Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time
to time, the Audit Committee recommended and the Board of Directors appointed M/s. Rahul
Jain & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company
for the financial year 2023-24 and their report is annexed to this report as
"Annexure IIA".
Further, in terms of the requirements under the SEBI Listing Regulations, the
Secretarial Audit Report of Material Unlisted Subsidiaries, viz. M/s Geo Connect Limited
and M/s. Oriane Developers Private Limited respectively for the financial year 2023-24 is
annexed to this report as "Annexure IIB" and "Annexure IIC"
respectively. The Secretarial Audit Reports are self-explanatory. d) Internal Auditors
In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, as amended from time to time, the Audit Committee recommended and the Board
of Directors appointed M/s. Khanna & Annandhanam, as the Internal Auditors of the
Company for the financial year 2023-24.
Secretarial Standards
During the period under review, your Company has complied with applicable Secretarial
Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors"
and "General Meetings", respectively.
Reporting of Fraud by Auditors
During the year under review, the Statutory Auditors, Secretarial Auditor and Cost
Auditors have not reported any instance of fraud in respect of the Company, by its
officers or employees under Section 143(12) of the Companies Act, 2013.
OTHER STATUTORY DISCLOSURES
Web address of Annual Return
In terms of the provisions of Section 92(3) of the Companies Act, 2013 read with
Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT-7 shall be
placed on the website of the Company as soon as the same gets filed with the Registrar of
Companies. The Web link to access the same is https://www.ansals.com/page/annual_return.
Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act,
2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
During the year under review, your Company had not granted any loans, guarantees or
made investments falling under Section 186 of the Companies Act, 2013.
Particulars of Contracts or Arrangements with Related Parties
As a part of its philosophy of adhering to highest ethical standards, transparency and
accountability, your Company has historically adopted the practice of undertaking related
party transactions only in the ordinary and normal course of business and at arm's length.
In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board has approved a policy on related party transactions. The said policy on related
party transactions has been placed on the Company's Website. All Related Party
Transactions are placed on a quarterly basis before the Audit Committee for its review.
The particulars of contracts or arrangements with related parties referred to in section
188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 for the financial
year 2023-24 are provided as "Annexure -III" to this report forming part hereof.
Your Company has taken necessary approvals as required by Section 188 read with the
Companies (Meeting of Board and its Powers) Rules, 2014 from time to time in respect of
the related party transactions.
Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report.
No material changes or commitments have occurred between the close of the financial
year of the Company to which the balance sheet relates and the date of the report which
may affect the financial position of the Company.
Board Evaluation
Pursuant to applicable provisions of the Companies Act, 2013 and Listing Regulations,
the Board, in consultation with its Nomination & Remuneration Committee, had
formulated a framework containing, inter-alia, the criteria for performance evaluation of
the entire Board of the Company, its Committees and individual directors, including
independent directors.
The performance of the board was evaluated by independent directors in their separate
meeting after seeking inputs from all the directors on the basis of the criteria such as
the adequacy and composition of the board and its structure, effectiveness of board
processes, information and functioning etc. The performance of the committees was
evaluated by the board after seeking inputs from the committee members on the basis of the
criteria such as the composition of committees, effectiveness of committee meetings,
functions etc. A structured separate exercise is carried out by the board and the
nomination and remuneration committee reviews the performance of the individual directors
on the basis of the criteria such as qualifications, expertise, attendance and
participation in the meetings, experience and competencies, independent judgement,
obligations and regulatory compliances, performance of specific duties and obligations,
governance issues, the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings etc. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated. The
Board evaluation is conducted through questionnaire having qualitative parameters and
feedback based on rating scale of 1-3. The directors expressed their satisfaction with the
evaluation process.
PARTICULARS OF EMPLOYEES
Information required pursuant to section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided as "Annexure-IV" to this Report. Your Board of Directors
affirms that the remuneration paid is as per the Remuneration Policy of the Company. A
statement containing, inter alia, particulars of top ten Employees in terms of
remuneration drawn and name of every employee, if employed throughout the financial year
in receipt of remuneration of 102 lakhs or more or employees employed for part of the year
and in receipt of 8.5 lakhs or more per month pursuant to Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part
of this Report is attached herewith in "Annexure-V".
APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Proceedings pending alongwith their status as on 31st March, 2024 is as
follows:
S. No. Title of the Case |
Case No. |
Date /Year of Filing |
Status as on 31.03.2024 |
1 IFCI Limited Vs Ansal Housing Limited |
C.P. (IB) - 86/2023 |
10.01.2023 |
Dismissed on 06.09.2023 |
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year, there was no one time settlement done in respect of loans taken from
Banks or Financial Institutions.
SWAYAM
SWAYAM' is a secure, user-friendly web-based application, developed by "Link
Intime India Pvt Ltd.", our Registrar and Share Transfer Agents, that empowers
shareholders to effortlessly access various services. We request you to get registered and
have firsthand experience of the portal.
This application can be accessed at https:// swayam.linkintime.co.in
Effective Resolution of Service Request -Generate and Track Service Requests/
Complaints through SWAYAM.
Features - A user-friendly GUI.
Track Corporate Actions like Dividend/ Interest/Bonus/split.
PAN-based investments - Provides access to PAN linked accounts, Company wise
holdings and security valuations.
Effortlessly raise request for Unpaid Amounts.
Self-service portal for securities held in demat mode and physical
securities, whose folios are KYC compliant.
Statements - View entire holdings and status of corporate benefits.
Two-factor authentication (2FA) at Login - Enhances security for investors.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption
Your Company is not engaged in any manufacturing activity; as such particulars relating
to Conservation of Energy and Technology Absorption as per section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not
applicable on the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals
during the financial year 2023-24 which have an impact on the going concern status and
company's operations in future.
CREDIT RATING
The details of the credit ratings awarded to the Company are provided in the Corporate
Governance Report forming part of the Integrated Annual Report.
INVESTORS' GRIEVANCE
In order to comply with the provisions of Regulation 46 read with other regulations of
the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
Company has designated an E-mail ID-sect@ansals.com which is exclusively for the
clarifications/queries/grievance redressal of the investors of the Company.
LISTING WITH STOCK EXCHANGE
The Equity Shares of the Company, continue to remain listed at BSE Limited. The listing
fees
Foreign Exchange Earnings and Outgo |
|
a) Activities Relating to exports |
As the company operates in Real Estate, the Company is
not involved in any activity relating to export. |
b) Initiatives taken to increase exports |
c) Development of new export markets for products and services |
d) Export plans |
|
Particulars of Foreign Exchange Earnings and Outgo
a) Foreign Exchange Earnings - through Credit Cards as per bank
certificates/advices |
Nil |
b) Dividend Received in foreign currency (Net of CDT) |
Nil |
c) Foreign Exchange Outgo Payment of Brokerage |
Nil |
Travel Expenses |
8,62,562 |
Property Exhibition |
Nil |
Professional Expenses |
Nil |
iv. that the directors had prepared the annual accounts on a going concern basis. v.
that the directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively Act,
and vi. that the directors had devised proper systems to ensure compliances with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENTS AND APPRECIATION
The Board of Directors of your Company wishes to place on record its appreciation to
the Central and State Governments as well as their respective Departments and Development
Authorities connected with the business of the Company, Company's bankers and business
associates, for the assistance, cooperation and encouragement they extended to the
Company.
The Directors also extend their appreciation to the employees for their continuing
support and unstinting efforts in ensuring an excellent all-round operational performance.
The Directors would like to thank shareholders and deposit holders for their support and
contribution. We look forward to their continued support in future.
For and on behalf of the Board of Directors
Sd/- |
Sd/- |
(Kushagr Ansal) |
(Bal Kishan Sharma) |
Whole Time Director & CEO |
Director |
DIN: 01216563 |
DIN: 09675600 |
Regd. Office: |
606, 6th Floor, Indra Prakash, |
21, Barakhamba Road, |
New Delhi - 110 001. |
Place : Vaishali, Ghaziabad |
Dated :29.05.2024 |