ANSAL HOUSING AND CONSTRUCTION LIMITED
ANNUAL REPORT 2011-2012
The Directors of your Company have pleasure in presenting their 28th Annual
Report together with the Audited Statement of Accounts of the Company for
the Financial Year ended 31st March, 2012.
Your Company`s performance on standalone basis during the year as compared
with that during the previous year is summarised:
(Figures in Rs. Lacs)
1. Sales & Other Income 40,340.25 30,485.86
2. Gross Profit (Before Interest
and Depreciation) etc. 9,056.53 8,350.51
- Interest & Finance Charges 3,574.78 3,764.86
- Depreciation 355.69 3,930.47 264.39 4,029.25
3. Net Profit before Tax 5,126.06 4,321.26
- Provision for Tax 1,720.78 981.15
4. Net Profit After Tax but
before prior period items 3405.28 3340.11
- Tax Provisions for
earlier year 91.37 22.96
- Prior Period Expenses 38.43 80.03
5. Net Profit after tax and
prior period items 3,275.48 3,237.12
Surplus Profit Brought
forward for Previous
Year 14,468.68 12,017.41
Balance available for
appropriation 17,744.16 15,254.53
Proposed Dividend @ 10% 200.41 154.97
(Previous Year @ 8%)
Dividend Tax thereon 32.51 30.88
Transfer to General
Reserve 600.00 600.00
Transfer to Capital
Redemption Reserve 17.83 -
for earlier Years 3.55 854.30 - 785.85
7. Surplus Profit
Carried over to
Balance Sheet 16,889.86 14,468.68
Global economic uncertainties have affected India`s economy including the
Real Estate Sector. Macro-economic indicators are not healthy. Fiscal
Deficit and interest rates are high and the rupee has been depreciating
continuously. All this does not go well for any industry especially the
Real Estate Sector. Real Estate Developers are reeling under high debt and
the situation is likely to continue in 2012.
Builders and Realtors face the problems with regard to availability of
land, long drawn project approval procedures and licensing, abnormal
Central and State Taxes, high cost of credit and lack of proactive state
The real estate sector has contributed only 5% of India`s Overall GDP this
year as compared to a contribution of 10.6% in Financial Year 2010-2011
with the lack of cheap credit and increased debts servicing levels and with
the declining rate of foreign direct investment in the real estate sector.
The world economy is passing through a very difficult phase and is expected
to grow by 3.5% in 2012.The advanced economies remain worrisome because of
sovereign debt crisis in the Euro zone, focus on fiscal consolidation and
continued bank deleveraging. The key economies of developing world viz.
China, India, Brazil and Russia are expected to record lower rate of
The Financial Statements of your Company for the year ended 31st March,
2012 have been prepared in accordance with the Revised Schedule VI which
has been made applicable by the Ministry of Corporate Affairs w.e.f. Ist
April, 2011. The previous year`s figures have been reclassified / regrouped
to confirm to this year classification.
Net revenue from Operations for the standalone entity increased to Rs.
403.40 Crores from Rs. 304.86 Crores in the previous year - a growth of
32.32%. The operating Pofit (EBITDA) increased by 8.46%, from Rs. 83.50
Crores to Rs. 90.56 Crores.The profit after tax for the current year is
Rs. 32.75 Crores as against Rs. 32.37 Crores - a growth of 1.17%.
The Consolidated Net Revenue from operations increased to Rs. 426.88
Crores from Rs. 348.54 Crores - growth of 22.48%.
Net profit after minority interest for the group for the current year is
Rs. 35.89 Crores as against Rs. 29.17 Crores in the previous year - a
growth of 23.05%.
During the period under review the net revenues increased by 32.32% to Rs.
403.40 crores and net profit before tax increased by 18.62% to Rs. 51.26
crores. During the period new Residential Projects at Gurgaon, Meerut,
Indore and Yamunanagar were launched. The Company also launched new
commercial projects at Karnal and Yamunanagar. The company is currently
developing / building various projects at Gurgaon, Agra, Alwar, Meerut,
Indore, Karnal, Yamunanagar, Jammu, Zirakpur, Jhansi, Lucknow,
Muzaffarnagar, Rewari, Shahpur, Ghaziabad and will soon be adding some more
projects at new locations. The Company has already started giving
possession of ready units in Zirakpur, Indore, Agra, Meerut, Jammu and
Shahpur. The Real Estate Industry will continue to remain backbone of the
economy and easy flow of funds and moderation in interest rates will help
the sector grow further.
Transfer to Reserves The Company proposes to transfer a sum of Rs. 600
Lacs (Previous Year Rs. 600 Lacs) to the General Reserve out of the amount
available for appropriation. An amount of Rs. 16889.86 lacs is proposed to
be retained in Profit and Loss Account.
Buy-Back of Equity Shares
Your Directors in their meeting held on 2nd December, 2011 had decided to
Buy-back fully paid equity shares of Rs. 10/- each of the company for an
amount not exceeding Rs. 11,25,00,000/- (Rupees Eleven Crores Twenty Five
Lacs only) being within 10% of the paid-up capital and the free reserves as
on 31st March, 2011 at a price not exceeding Rs. 45/- (Forty Five only)
per equity share in accordance with the provisions of section 77A, 77AA &
77B of the Companies Act, 1956 and in compliance with the Securities and
Exchange Board of India(Buy-back of Securities) Regulation 1998. The
Company has bought back 1,78,272 equity shares upto 31st March, 2012 at a
total investment of Rs. 75.80 lacs. The Company has extinguished 1,16,848
equity shares of the company as on 31.03.2012 under the above Buy-back
Scheme. Consequent to buy-back, the paid-up share capital of the Company
has been reduced to Rs. 20,25,39,960/- as on 31st March, 2012.
Your Directors are pleased to recommend a dividend of Rs. 1.00 per Equity
Share (@10%) on the paid up equity share capital of the Company for the
financial year ended 31st March 2012. The total payout of the proposed
dividend is Rs. 232.92 Lacs which includes Corporate Dividend Tax of Rs.
32.51 Lacs. The dividend will be paid to Members whose names appear in the
Register of Members as on the record date for the purpose of dividend for
the Financial Year 2011-2012. In respect of shares held in dematerialized
form, it will be paid to the members whose names are furnished by National
Security Depository Ltd. and Central Depository Services (India) Ltd. on
behalf of owners as on that date. A motion for confirmation of the dividend
for the year is being placed before the shareholders at the ensuing Annual
Transfer of Amount to Investor Education and Protection Fund
Pursuant to the provision of section 205A (5) of the Companies Act, 1956,
the relevant amount of Rs. 4,36,943.50 (Rupees Four Lacs Thirty Six
Thousand Nine Hundred Forty Three and paise Fifty only) against the interim
dividend for the Financial Year 2004-2005 which remain unpaid or unclaimed
for a period of seven years have been transferred by the company to the
Investor Education and Protection Fund on 16.05.2012. Shareholders are also
requested to please send their stale / outdated final dividend warrants
issued by the company on 26th October, 2005 for the financial year 2004-
2005 to the Company for issuing pay orders / demand drafts as the case may
be to the Shareholders from whom the requisite request are received
otherwise the company would have no other option but to transfer this
amount also to the Investor Education and Protection Fund by 01.12.2012
which is the last date for transfer of this amount. The letters in this
respect have already sent to the respective shareholders whose final
dividend warrants are unpaid / unclaimed for the financial year 20042005 as
per record of the Company. No further correspondence would be entertained
after such unpaid\unclaimed dividend amount are transferred to the Investor
Education Protection Fund. Once unclaimed dividend is transferred to IEPF,
no claim shall lie in respect thereof.
Service of documents through electronic mode
In furtherance of the Green Initiative in Corporate Governance announced
last year by the Ministry of Corporate Affairs, the Company had requested
the shareholders to register their email addresses with the Registrar /
Company for receiving the Report and Accounts, Notices etc. in electronic
mode. Shareholders who have not registered their email addresses are once
again requested to register the same with the Registrar / Company. The
email request with regard to form for such registration can be sent to
Management discussion and analysis report
Management`s Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented hereunder forming part of the Annual
i) Segment-wise analysis
Revenue of the Company is generated from two segm ents nam el y Development
of Real Estate and Restaurants (Hospitality). The Hospitality Division is
performing well with a turnover of approx. Rs. 10 Crores with reasonable
profits in the Financial Year 2011-2012. Total 150 employees are engaged in
the Division. The Division has the Brands mainly "Super Stars" and "The
Great Kabab Factory" which have been franchised from Radisson Hospitality
Worldwide. The Division is spreading its wings by opening new Restaurants
named "Food Garh" and "Qzine Diner".
Inflation and high interest rates have affected the real estate industry.
The Government regulations are becoming strict. The lowering of home loan
interest rates can boost the Housing Industry. The good performance of IT
Sectors will also help the Housing Sector. The easing of ECBs by the
Government has not helped much the Housing Industry. It is expected that
Housing will further flourish in Tier-II & Tier - III cities and the
liberal flow of funds with moderation in rates of interest will help its
iii) Internal Control systems and their adequacy. Risk Management
The roles and responsibilities of the various entities in relation to the
risk management ranging from strategic to operational levels is carried out
by the designated entities. Their effective implementation and independent
monitoring is done by Internal Audit. The Audit Committee of the Board
reviews the Internal Audit findings and provides guidance on internal
controls. It ensures that Internal Audit recommendations are effectively
implemented. The Senior Management periodically reviews the risk management
so as to address the emerging challenges from time to time. The Audit
Committee of your Board met four times during the Financial Year 2011-2012.
It reviewed, inter-alia the adequacy and effectiveness of the Internal
Control Systems and monitored implementation of Internal Audit
recommendations and oversaw other financial disclosures. Your Company has
in place adequate internal control systems and procedures commensurate with
the size and nature of business. These procedures are designed to ensure
* Effective & Adequate internal control environment is maintained across
* All assets and resources are acquired economically, used efficiently and
are adequately protected.
* Significant financial, managerial and operating information is accurate,
reliable and is provided timely; and
* All internal policies and statutory guidelines are complied with.
iv) Risks and Concerns
* Liquidity risk
The time required for liquidity of real estate property can vary depending
on the quality and location of the property.
* Regulatory risks
In terms of property ownership, permission from the Reserve Bank of India
is required for foreign investors. For capital repatriation, investors need
to apply for approval from the RBI, and foreign direct investment is
limited to a limited set of opportunities (e.g. townships).
* Macroeconomic risks
Interest rates, inflation and exchange rate risks are amongst the important
macroeconomic indicators and have shown decreased volatility.
* Owner Ship & Land Title Issue Lack of information in the real estate
segment in India, coupled with the age old property related issues
discourages the investment of the large players in the semi urban and rural
areas thus slacking an overall growth of the real estate sector. * The
sanctioning procedures and involvement of multiple agencies in sanctioning
would also cause damage to the growth of the Real Estate Industry. Average
time taken to get clearance for a project is increasing bv every passing
year thereby escalating costs for the Developers.
The Company has broad based and strong in-house Legal Department to take
care of Legal and Regulatory Risks. The requisite insurance covers are also
taken by the Company for covering the disasters etc. The Audit Committee
and the Board of Directors of the Company have been adopting adequate and
timely risk management measures to take care of the risks.
The Indian real estate sector promises to be a lucrative destination for
Indians as well as foreign investors into the country. The Indian realty
sector, if channelized properly, could catapult the growth of several other
sectors in India through its backward and forward linkages. Maturity of the
real estate markets will lead to infusion of foreign investment and
adoption of international best practices by real estate players. Developers
will get more organized, and become more transparent to avail opportunities
emerging in the market. With the Indian securities market regulator SEBI
allowing real estate mutual funds (REMFs) in India, equity investors will
have an exit option available to them. All these factors will contribute in
making the Indian real estate market more organized and structured, thus
providing better investment opportunities.
Award of ISO 9001: 2008
Your Company continues to enjoy the privilege of certificates ISO 9001:2008
Certification granted to it on 16th April, 2005 through well known
certification agency "DET NORSKE VERITAS". It will be the constant
endeavour of the management to continuously stress on systems/quality for
ultimate delivery of its products.
Human Resources Development and Industrial Relations
The Company achieved higher turnover and profitability in the year under
review backed by a dedicated and talented team.
Mutual trust and unity of purpose are the pillars on which the corporate
edifice is built and true to its philosophy, the Company is committed to
maintain harmonious relationship with its work force, it being the active
partner in its growth and development. The company conducts consultations,
dialogue, deliberations, negotiations and meetings in a congenial
environment and arrives at amicable solutions to issues that crop from time
to time. As on March 31, 2012 the company had a workforce of 529 employees
in addition to 156 employees of Hospitality division of the Company.
Particulars of Employees
In accordance with Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 2011, a Statement of
particulars of Employees) forming a part of this Report is annexed herewith
Change In Capital Structure
Issue and allotment of Equity Shares during the Financial Year 2011-2012
The Company had issued and allotted 12,00,000 convertible warrants on 30th
October, 2010 at Rs. 70/- per warrant to the promoters of the Company on
Preferential basis. Out of the aforesaid warrants, the company has allotted
10,00,000 equity shares having face value of Rs. 10/- each at a premium of
Rs. 60/- per equity share on 8th August, 2011 to the Promoters of the
Company on conversion of equal number of warrants on receipt of balance
amount payable on these warrants.
The Company has cancelled 2,00,000 outstanding convertible warrants on 11th
January, 2012 out of 12,00,000 convertible warrants issued to the Promoters
of the Company on 30th October, 2010 @ Rs. 70/- per warrant and has
intimated the same to BSE and NSE vide its letter no. SECY/S-16/2012 dated
11th January, 2012. The aforesaid was done as promoters had intimated the
company for non-subscription of outstanding warrants.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
Conservation of Energy, 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 217(1)(e) are not applicable. However in hospitality division,
your company has appointed energy auditor and has implemented the
suggestions given by energy auditor to save energy bills. The regular
energy audit is carried out to identify the areas where energy can be
utilised in an optimal manner.
Foreign Exchange Earnings and Outgo
a) Activities Relating } As the company operates into Real Estate &
to exports } Restaurants segment, 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 Rs. 95.85 Lacs
b) Foreign Exchange Outgo
- Value of Import
calculated on CIF
basis in respect of
Project Material. Rs. 12.53 Lacs
- Travel Expenses Rs. 39.25 Lacs
- Property Exhibition Rs. 22.04 Lacs
The following may be read in conjunction with the Consolidated Financial
Statements enclosed with the Accounts prepared in accordance with the
Accounting Standard 21.
As on date your Company has fourteen wholly owned Subsidiary Companies. In
terms of the General Circular No. 2/2011 dated 8th February, 2011 read
together with General Circular No. 3/2011 dated 21st February, 2011 issued
by the Government of India - Ministry of Corporate Affairs under Section
212(8) of the Companies Act, 1956 granting general exemption to companies
from attaching financial statements of subsidiaries, subject to fulfilment
of conditions stated in the circular, copies of the Balance Sheet, Profit
and Loss Account, Report of the Board of Directors and Auditors Report of
the subsidiary companies for the year ended 31st March, 2012 are not
attached to the Balance Sheet of the Company as the Company has/shall
fulfil the following conditions:
(i) The Board of Directors of the Company has vide resolution dated 26th
May, 2012 consented for not attaching the balance sheet(s) of the concerned
(ii) The Company has presented in its Annual Report, the consolidated
financial statements of holding Company and all of its subsidiaries duly
audited by its statutory auditors;
(iii) The Consolidated financial statement has been prepared in strict
compliance with applicable Accounting Standards and where applicable,
Listing Agreement as prescribed by the Securities and Exchange Board of
(iv) The Company has disclosed in the consolidated balance sheet the
following information in aggregate for each subsidiary including
subsidiaries of subsidiaries :- (a) Capital (b) reserves (c) total assets
(d) total liabilities (e) details of investment (except in case of
investment in subsidiaries) (f) turnover (g) profit before taxation (h)
provision for taxation (i) profit after taxation (j) proposed dividend, as
(v) The annual accounts and other related detailed information of the
following subsidiaries shall be made available to shareholders of the
holding company and subsidiary companies seeking such information at any
point of time;
1. M/s Housing & Construction Lanka Pvt. Ltd.
2. Geo Connect Ltd.
3. Maestro Promoters Pvt. Ltd.
4. Wrangler Builders Pvt. Ltd.
5. Anjuman Buildcon Pvt. Ltd.
6. Third Eye Media Pvt. Ltd.
7. A.R I nfrastructure Pvt. Ltd.
8. A. R Paradise Pvt. Ltd.
9. Fenny Real Estate Pvt. Ltd.
10. Aevee Iron & Steel Works Pvt. Ltd.
11. Sunrise Facility Management Pvt. Ltd.
12. Enchant Constructions Pvt. Ltd.
13. Sonu Buildwell Pvt. Ltd.
14. Rishu Buildtech Pvt. Ltd
vi) Further, the annual accounts of the subsidiary companies shall also be
kept for inspection by any shareholder at the head office / registered
office of the Company and of the subsidiary companies concerned and the
Company shall furnish a hard copy of the details of accounts of
subsidiaries to any shareholder on demand;
vii) The holding as well as subsidiary companies in question shall
regularly file such data to the various regulatory and Government
authorities as may be required by them.
viii) The Company has given Indian rupee equivalent of the figure given in
the foreign currency appearing in the accounts of the subsidiary companies
alongwith the exchange rate as on closing day of the financial year;
As a measure of Corporate Governance, a Statement pursuant to Sections
212(3) and 212(5) of the Companies Act, 1956 containing the details of
subsidiaries of the Company, forms part of the Annual Accounts of the
Fixed Deposits from the Public, Shareholders and Employees as on 31st
March, 2012 stood at Rs. 9746.49 Lacs as against Rs. 8768.98 lacs in the
previous year. There were unclaimed Deposits amounting to Rs. 144.53 Lacs
pertaining to 280 depositors as on that date and out of above 113
depositors having deposits aggregating to Rs. 61.75 lacs have subsequently
claimed refund or renewed their deposits. However, the balance amount of
Rs. 82.78 Lacs still remains unclaimed.
Your Company attaches considerable significance to good Corporate
Governance as an important step towards building strong investors`
confidence, improving investor protection and maximising long-term
shareholder value. Pursuant to clause 49 of the Listing Agreement with the
Stock Exchanges, a Compliance Report on Corporate Governance, from the
auditors on compliance of mandatory requirements have been annexed as part
of this Report.
In order to comply with the provisions of newly inserted Clause 47(f) in
the Listing Agreement with the Stock Exchange(s), the Company has
designated an e-mail ID - email@example.com which is exclusively for the
clarifications / queries / grievance redressal of the investors of the
Listing of Equity Shares
The Securities of the Company are listed and traded at Bombay Stock
Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE). The
Company has paid listing fee to Bombay Stock Exchange Ltd. as well as
National Stock Exchange of India Ltd. for the Financial Year 2012-13.
In accordance with the relevant provisions of Sections 255 & 256 of the
Companies Act, 1956 and Article 104 of the Company`s Articles of
Association, Shri S.L. Chopra and Shri Pradeep Anand are liable to retire
by rotation at the ensuing Annual General Meeting and, being eligible,
offer themselves for re-appointment. The brief resume and other details
relating to directors, who are to be re-appointed as stipulated under
Clause 49(IV) of the Listing Agreement, are furnished in the Corporate
Governance Report forming part of the Annual Report. The Board of Directors
of the Company at its meeting held on 8th August, 2012 has, subject to the
approval of Members, re-appointed Shri Deepak Ansal as Chairman & Managing
Director for a further period of 5 (five) years from the expiry of his
present term, which will expire on 31st March, 2013.
It is proposed to seek members` approval for the re-appointment of and
remuneration payable to Shri Deepak Ansal as Chairman & Managing Director
in terms of the applicable provisions of the Companies Act, 1956.
a) According to the information and explanations given to us and records of
the Company examined by us, in our opinion, the Company is generally
regular in depositing with appropriate authorities undisputed statutory
dues relating to provident fund, investor education and protection fund,
employees state insurance, income-tax, sales tax, wealth tax, service tax,
custom duty, excise duty, cess and other statutory dues, wherever
applicable. However, in some cases there were delays in deposit of service
tax on construction services and sales tax during the year. No undisputed
amounts payable in respect of these dues were outstanding at the year end
for a period of more than six months from the date they became payable.
b) According to the records of the Company examined by us and the
information and explanations given to us, in a few cases during the year
there have been delays in repayment of dues to banks amounting to Rs.
515.69 lacs ranging from 1 day to 22 days. The delays pertain to repayments
due upto September 2011 which have been regularized by the Company by
October, 2011. Except for above, the Company has not defaulted in the
repayment of dues to banks and financial institutions covered by the Order
during the year.
M/s Khanna & Annadhanam, Chartered Accountants, who retire at the
conclusion of this 28th Annual General Meeting and being eligible for
reappointment, have expressed their willingness to be re-appointed as
Statutory Auditors of the Company. They have given certificate to the
effect that the appointment, if made, would be within the limit prescribed
under section 224 (1B) of the Companies Act, 1956. Your directors recommend
their appointment for another one year.
Directors` Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm the following in respect of the Audited Annual Accounts for the
Financial Year ended 31st March, 2012:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed with no material departures;
ii) that the directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company for the Financial Year ended 31st March, 2012 and of the profit of
the Company for that period;
iii) that the directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the provision
of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; and
iv) that the accounts for the year ended 31st March, 2012 have been
prepared on a going concern basis.
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective Departments
and Development Authorities connected with the business of the Company,
Bankers of the Company, Housing Finance as well as other Institutions for
their co-operation and continued support.
b) The Shareholders, Depositors, Suppliers and Contractors for the trust
and confidence reposed and to the Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincere
appreciation for the efforts put in by the officers and employees at all
levels in achieving the results and hopes that they would continue their
sincere and dedicated endeavour towards attainment of better working
results during the current year.
Regd. Office :
15 UGF, Indra Prakash For and on behalf of the Board of Directors
21, Barakhamba Road,
New Delhi - 110 001
Place: New Delhi (Deepak Ansal)
Dated: 08th August, 2012 Chairman and Managing Director