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DIRECTOR'S REPORT

Ansal Housing Ltd.

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Market Cap. (₹) 30.29 Cr. P/BV 0.11 Book Value (₹) 48.56
52 Week High/Low (₹) 18/5 FV/ML 10/1 P/E(X) 0.00
Bookclosure 28/09/2018 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2018-03 

The Directors of your Company have immense pleasure in presenting the 34th Board Report on the Company’s business and operations, together with the Audited Statement of Accounts for the financial year ended 31st March, 2018. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS AND APPROPRIATIONS

In compliance with the provisions of Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the Listing Regulations), the Company has prepared its standalone and consolidated statements as per IND-AS for the financial year 2017-18. Your company’s performance on standalone basis during the year as compared with that of during the previous year is summarised as under:

(Figures in Rs. Lacs)

Particulars

2017-18

2016-17

Total Revenue

22496.75

28940.50

Less:

Total expenses excluding depreciation and finance cost

17333.75

22628.47

Depreciation

157.44

206.81

Finance Cost

8111.50

25602.69

6990.23

29825.51

2 Net Profit/(Loss) before Tax

(3105.94)

(885.01)

Less:

-Provision for Tax

(973.56)

(265.30)

3 Net Profit/(Loss) after Tax but before prior period items

(2132.38)

(619.71)

Less:

-Tax Provisions for earlier years

-

3.84

4 Net Profit/(Loss) after Tax and prior period items

(2132.38)

(623.55)

Add :

Other Comprehensive Income

49.97

34.13

5 Net Profit/(Loss) after Comprehensive Income

(2082.41)

(589.42)

Add:

Surplus profit brought forward from previous year

9363.78

10343.64

6 Balance available for appropriation

7231.40

9720.10

Less: Appropriations

-Proposed Dividend Nil (Previous Year 6%)

-

-

-Dividend Tax thereon

-

-

-Transfer to General Reserve/CRR

-

-

-Dividend/Dividend Tax for earlier years

-

-

-

-

7 Surplus profit carried over to Balance Sheet

7231.40

9720.10

8 EPS (Basic & Diluted)

(3.51)

(0.99)

FINANCIAL REVIEW

During the financial year 2017-18, the net revenue from operations for the standalone entity decreased to Rs. 224.97 crores from Rs. 289.41 crores in the previous year showing a decline of around 22%. In line with decrease in revenues, the operating profit before interest, tax, depreciation and amortization (EBITDA) decreased from Rs. 63.12 crores to Rs.51.63 crores and there was a loss after tax of Rs. 21.32 crores for the year under review as against a loss after tax of Rs. 6.24 crores for the last financial year. The decrease in the revenue and profits is due to general recession in the real estate sector during the financial year 2017-18. In line with the above, the consolidated revenue from operations stood at Rs. 275.39 crores during the financial year 2017-18 against revenue of Rs. 331.59 crores in the previous year showing a downturn of 16.95%. Net consolidated loss from ordinary activities after tax for the financial year 2017-18 was Rs. 19.09 crores against the net loss of Rs. 3.26 crores in the previous year.

TRANSFER TO RESERVES Considering the losses incurred during the financial year 2017-18, the Company does not propose to transfer any amount to the General Reserve.

DIVIDEND

Based on Company’s performance during the year, the Directors do not propose payment of any dividend for the financial year 2017-18.

BUSINESS REVIEW

The year 2017-18 as we all know has set a new benchmark for the Indian real estate sector. The implementation of demonetisation in November 2016 had the entire economy reeling during initial quarters of 2017-18 and the realty segment was not pardoned either, with land sales reaching stagnation due to more involvement of cash transactions. However, this eventually helped reduce land prices thereby making the end products more affordable to the consumers. By April 2017, when the markets were looking to stabilise, RERA and GST were announced in succession which again caused some inertia due to confusion among buyers and developers alike, with both awaiting the final set of RERA notifications/legislation from their respective state regulatory bodies.

While business cycles have been affected this year due to buyers holding back purchases in anticipation of regulatory changes, and sales are still witnessing a slowdown, we are observing signs of recovery as the triple effects of demonetisation, RERA and GST have begun to shape up the sector with new standards of delivery, accountability and transparency.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the period under review. The Company is currently developing/building various projects at Gurugram, Meerut, Agra, Alwar, Ajmer, Indore, Karnal, Yamunanagar, Jhansi, Jammu, Muzaffarnagar, Rewari, Shahpur and Ghaziabad. Construction at all locations is progressing as per schedule and possession of ready units in various projects shall be handed over to the customers as per the agreed time schedule.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of Section 125 of the Companies Act, 2013, the relevant amount against the final dividend for the financial year 2010-11, remaining unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government by 4th November, 2018. Members who have not yet encashed their dividend warrant(s) pertaining to the final dividend for the financial year 2010-11 are requested to lodge their claims with the Company on or before 25th October, 2018 otherwise the Company would have no other option but to transfer this amount to the IEPF by 4th November, 2018 which is the last date for transfer of the said amount. No claim shall lie further against the Company for the amounts so transferred.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on 31st March, 2018 on the website of the Company (www. ansals.com).

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 nonavailability of deposit insurance which was a mandatory condition at that time for acceptance/renewal of deposits. The Company owed a principal amount of Rs. 99.50 crores towards the public depositors when it stopped taking/renewing further deposits on 1st April, 2016.

Due to prolonged extreme and severe overall recession in the real estate sector since financial year 2013-14, it (the sector) has become virtually deserted. As a result, the turnover of the Company had been badly affected leading to repercussions on a much wider scale making it difficult for the Company to refund the whole amount of Rs. 99.50 crores at once after the closure of the fixed deposit scheme. In view of the above, 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 the due date in view of the past track record of the Company subject to periodical review of the scheme. Thereafter, regular review of the fixed deposit scheme has been done by Hon’ble NCLt and the Company has been refunding the public deposits in accordance with the orders of the Hon’ble NCLT.

The details relating to the deposits as required by Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are given below:

* The payments are being released to the depositors in accordance with the orders passed by the Hon’ble NCLT, New Delhi from time to time.

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2018 stood at Rs. 5938.58 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/Company for receiving the report, 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 registered their email addresses are once again requested to register the same with the Company by sending their requests to sect@ansals.com.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March, 2018, your Company had 20 Subsidiaries and 1 Associate Company details whereof are set out at appropriate place in the Annual Report. No Company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of your Company during the year under review. 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. 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.

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.

DECLARATION BY INDEPENDENT DIRECTORS

In the first Board Meeting held for the financial year 2017-18, 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 read with Schedule IV thereof.

POLICIES OF THE BOARD OF DIRECTORS/ COMPANY

I. Nomination and Remuneration Policy

The Company’s policy on directors’ appointment and remuneration is as under:-

Appointment criteria and qualifications:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as the Managing Director/ Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Remuneration to Whole-time/ Executive/Managing Director, KMP and Senior Management Personnel:

a) Fixed pay:

The Managing Director, Wholetime Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee. The breakup of the pay scale and quantum of perquisites including, employer’s contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b) Minimum Remuneration:

If, in any Financial Year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director/Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Managing Director/Wholetime Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/ she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government. Remuneration to Non- Executive/ Independent Directors:

a) Remuneration/Commission:

The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013.

b) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof, provided that the amount of such fees shall not exceed Rs. 40,000 per meeting of the Board or Committee or such amount as may be approved by the board within the limits prescribed by the Central Government from time to time.

c) Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

II. Corporate Social Responsibility Policy

The details about the policy developed and implemented by the Company on Corporate Social Responsibility and initiatives taken during the year 2017-18 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 (www.ansals.com).

III. Statement concerning Development and Implementation of 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 proactive 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.

IV. Whistle Blower Policy and Vigil Mechanism

Your Company being a Listed Company, has established a Vigil (Whistle Blower) Mechanism and formulated policy to enable director/s or stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, actual or suspected fraud or violation of the Code of Conduct or Policy for the time being in force. The Whistle Blower Policy of the Company is available on the Company’s Website.

V. Related Party Transactions Policy

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has in place a Related Party Transactions (RPT) Policy to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company and its Related Parties. All Related Party Transactions are approved by the Audit Committee prior to entering into the transactions. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. The Policy has been disclosed on the website of the Company, link for which is http://www.ansals.com/pdfs/policy-on-related-party-transaction.pdf..

VI. Financial Control Policy

The Company has a well-defined Financial Controls Policy which has been framed keeping in view the provisions of the Companies Act, 2013 and the Listing Regulations. The objective of the Policy is to ensure the orderly and efficient conduct of business of the Company including adherence to the Company’s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Policy has been disclosed on the website of the Company.

VII. Policy on Diversity of Board

Your Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience and knowledge etc. of the members of the Board which is inevitable for achieving sustainable and balanced development. Keeping this in view, the Company has framed a “Policy on Board Diversity”in accordance with provisions of the Companies Act, 2013 and Listing Regulations. The Policy on Board Diversity shall help the Nomination & Remuneration Committee of the Company while considering and recommending appointment of persons on the Board of Directors of the Company.

VIII Policy on prevention of Sexual Harassment of Women at workplace.

Policy on prevention of Sexual The company has adopted the guidelines and procedures of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to evolve a permanent mechanism for the prevention and redressal of sexual harassment cases and other acts of violence in the organisation and to create and maintain a sensitive and congenial democratic working environment in which every woman can work in a community free of violence, harassment, exploitation, intimidation and stress.

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

The Board of Directors met five times during the financial year under review for which notices were served in accordance with Section 173(3) of the Companies Act, 2013 at their addresses registered with the Company by the permitted mode of delivery. As on 31st March, 2018, the Board had five committees, namely the Audit Committee, the Corporate Social Responsibility (‘CSR’) Committee, the Stakeholders’ Relationship Committee, Committee of Directors and Nomination and Remuneration Committee. 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.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

M/s. Dewan P.N. Chopra & Co. Chartered Accountants are the Statutory Auditors of the Company who were appointed by the shareholders in their annual general meeting held on 28th August, 2017 for five consecutive years starting with the financial year 2017-18.

Comments of the Statutory Auditors in their report and the notes forming part of the Accounts, are self-explanatory and need no comments. 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. Further, since no fraud has been reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013, no details are required to be given in the Directors’ Report as required by Section 134(3)(ca) of the Companies Act, 2013

Cost Auditors

M/s. Chandra Wadhwa & Co., Cost Accountants, were appointed as the Cost Auditors for the financial year 2017-18 to conduct cost audit of the accounts maintained by the Company in respect of the various projects prescribed under the applicable Cost Audit Rules. The Cost Audit Report given by the Cost Auditors for the financial year 2017-18 shall be filed as per the requirements of applicable laws. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the cost Auditors is required to be ratified by the shareholders, the Board recommends the same for the financial year 2018-19 for approval by shareholders at the ensuing Annual General Meeting.

Secretarial Auditors

CS Vivek Arora, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company for the financial year 2017-18 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as “Annexure-II” and Forms part of this report. The Secretarial Audit Report is self-explanatory.

OTHER STATUTORY DISCLOSURES

Extracts of the Annual Return In terms of the provisions of Section 92 and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT-9 is annexed as “Annexure-III” to this Report forming part hereof.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013.

No loans, advances, guarantees and investments has been made by the Company during the year under review. Hence, details pursuant to 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 may be treated as Nil.

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 approval. 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 are provided as “Annexure -IV” 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. In addition, the Chairman was also evaluated on the key aspects of his role. 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.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Divya Ansal (having DIN: 02615427) was appointed on the Board of Directors as an Additional Director on 14th September, 2017 to hold office till forthcoming Annual General Meeting. She, being eligible, seeks regularization at the forthcoming Annual General Meeting. Your Directors propose to appoint her as Director of the Company at the ensuing Annual General Meeting who shall be liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Deepak Ansal (having DIN: 00047971), Chairman & Managing Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.

As on 31st March, 2018, the composition of board was as given hereunder:

Name

DIN

Designation

Date of Appointment

Mr. Deepak Ansal

00047971

Chairman & Managing Director

01.04.1990

Mr. Surrinder Lal Kapur

00033312

Independent Director

15.07.2006

Mr. Ashok Khanna

01510677

Independent Director

31.07.2000

Mr. Maharaj Kishen Trisal

00059545

Independent Director

14.02.2013

Mrs. Divya Ansal

02615427

Non- Executive Director

14.09.2017

Mr. Kushagr Ansal

01216563

Whole time Director & CEO

26.08.2006

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-V” 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 Rs. 102 lakhs or more or employees employed for part of the year and in receipt of Rs. 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-VI”.

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.

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 2017-18 which have an impact on the going concern status and company’s operations in future.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of Ansal Housing and Construction 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, charter of various sub-committees 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. Anjani Kumar & Associates, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, has been annexed as part of this 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 OF EQUITY SHARES The Securities of the Company are listed and traded at BSE Limited and National Stock Exchange of India Ltd. The Company has paid listing fee to BSE Ltd. as well as National Stock Exchange of India Ltd. for the financial year 2018-19.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of Women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder. During the year under review, no case was reported in the nature of sexual harassment at any workplace of the Company and any of its subsidiaries/associates.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to 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, 2018 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 directors had prepared the annual accounts on a going concern basis; and

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.

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.

SECRETARIAL STANDARDS

The Board of Directors of your Company hereby confirms that all the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), i.e. Secretarial Standard-1 and Secretarial Standard-2 pertaining to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively have been duly complied with by the Company during the year under review.

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, co-operation 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.

Regd. Office :

606, 6th Floor, Indra Prakash For and on behalf of the Board of Directors

21, Barakhamba Road,

New Delhi - 110 001 Sd/-

Place : New Delhi (Deepak Ansal)

Dated : 29th May, 2018 Chairman and Managing Director

DIN: 00047971

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