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Corporate Governance Report
 
Company’s Philosophy on Corporate Governance
The Company’s Philosophy on Corporate Governance is to practice transparency in operations and maintain a professional approach and accountability in dealing with its stakeholders. Your Company maintains an unwavering focus on conducting its business in accordance with the highest ethical standards and sound corporate governance practices. The adoption of such corporate practices is founded on principles of transparency, strong Board oversight and high levels of integrity. It ensures accountability of the persons in charge of the Company’s affairs and brings benefits to investors, customers, creditors, employees and the society at large. The Company will continue to stand by these standards.

Corporate Governance has become integral part of the Company in its pursuit of excellence, growth and value creation. It continuously endeavours to leverage available resources for translating opportunities into reality. During the year under review, the Board continued its pursuit of achieving these objectives through the adoption and monitoring of prudent business plans.

In India, Corporate Governance Standards for listed companies are regulated by the Securities and Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement of the Stock Exchanges. The stipulations mandated by Clause 49 became applicable to your Company in March, 2001 and have been fully complied with since then.

The company has taken various steps for implementation of the requirements placed under the revised Clause 49 of the listing agreement with the Stock Exchanges. Company has introduced a systematic mechanism of Corporate Governance. Company reviews its policies and practices of Corporate Governance with a clear goal of a transparent system of operation and it implements the Corporate Governance practices with letter and spirit.

Your Company’s policy is aimed at achieving quality management services at all levels and to adhere to all the laws, rules, regulations meant for Corporate Governance at all times and have the best management team that can also effectively monitor corporate decisions for sustained growth.

Board of Directors

  1. Composition and Category of Directors
    To strengthen the Company policies for adherence of Corporate Governance, the Company had already taken steps to appoint two Wholetime Directors to broad base the Board of Directors. During the year under review the Board consisted of six Directors, out of which three are Non-Executive Independent Directors and three are Executive Directors. Chairman is an Executive Director. Shri V.P. Verma had resigned from the Directorship of the Company in the Board Meeting held on 30th June, 2009 and the Board has taken steps to search another independent Director in his place. The Company’s policy is to maintain optimum combination of Executive and Non-Executive Directors.

    The Composition of Directors, their attendance at Board Meetings during the Financial Year 2008-2009 and last Annual General Meeting and their other Directorships/Committee Memberships in other Companies are as follows:

As on 31st March, 2009

Name of Directors

Category

Attendance
Particulars

Directorships
 held in Other Companies *

Committee Memberships
held in other Companies **

   

Board Meeting

Last
AGM
As Director As
Chairman
As
Member
As
Chairman
Shri Gopal Ansal P-CMD 5 No 1 - - -
Shri Subhash Verma I-NED 8 Yes 2 - - -
Shri K.S. Bakshi I-NED 0 Yes 8 - - -
Shri V.P. Verma I-NED 8 Yes - - - -
Shri R.L. Gupta WTD-ED 8 Yes - - - -
Shri Gaurav Mohan Puri WTD-ED 8 Yes - - - -

P

Promoter

NED Non-Executive Director
CMD Chairman cum Managing Director
P – NED Promoter Non-Executive Director
I – NED Independent and Non-executive Director
WTD-ED Whole Time Director – Executive Director

* Excludes Directorships held in Private Limited Companies, Foreign Companies, Companies U/s 25 of the Companies Act, 1956 and Memberships of Managing Committees of various Chambers/Institutions.

** Memberships/Chairmanships of Audit Committee, Share Transfer cum Shareholders’
Grievance Committee, and Remuneration Committee have been considered.

  1. Details of Meetings of Board of Directors held during the Financial Year 2008-2009.

  Date

No. of Directors Present
21.05.2008 5
30.06.2008 5
31.07.2008 5
10.09.2008 5
24.10.2008 4
29.10.2008 4
31.01.2009 4
02.02.2009 5
  1. Details of sitting fees paid to Non-Executive Directors
    The Company does not pay any remuneration to its Non Executive/Independent Directors except sitting fee for attending meetings of the Board of Directors @ Rs. 2500/- and Audit Committee Meetings @ Rs. 1500/- per meeting to each Director. No sitting fee is paid to Chairman Cum Managing Director and Whole time Directors. The Sitting fee paid to the Directors for attending meetings of Board of Directors and Audit Committee Meetings for the year ended 31st March, 2009 is as follows.
Name of the Directors

Sitting Fee for Board Meetings

Sitting Fee for Audit Committee Meetings

Shri Subhash Verma Rs. 20,000/- Rs. 6,000/-
Shri K.S. Bakshi NIL NIL
Shri V.P. Verma Rs. 20,000/- Rs. 6,000/-
  1. Executive Chairman & Managing Director and Wholetime Directors
    The Company has Executive Chairman & Managing Director Shri Gopal Ansal who is responsible for overall planning, policy, strategy, operations and marketing activities of the Company. Shri R.L. Gupta, Wholetime Director (Finance & Business Development) and Shri Gaurav Mohan Puri, Wholetime Director (Projects) were appointed for a period of three years w.e.f. 1st November, 2007 to 31st October, 2010.
     
  2. Details of remuneration paid to the Executive Directors for the financial year 2008-2009.
    RRemuneration of Chairman cum Managing Director and Wholetime Directors is decided by the Board, based on the recommendations of Remuneration Committee as per remuneration policy of the Company, within the ceiling limits fixed by the shareholders. Remuneration paid to Shri Gopal Ansal, Chairman cum Managing Director, Shri Gaurav Mohan Puri and Shri R.L. Gupta, Wholetime Directors for the year ended 31st March, 2009 was as follows.
Name of the Director Designation Salary Rs.
(Basic + H.R.A.)
Perks Rs. Total Rs.
Shri Gopal Ansal Chairman cum
Managing Director
24,50,000/- 5,12,005/- 29,62,005/-
Shri R.L. Gupta Whole-Time Director   (Finance and Business
Development)
18,28,125/- 1,51,200/- 19,79,325/-
Shri Gaurav Mohan Puri Whole-Time Director (Projects) 16,87,500/- 2,17,349/- 19,04,849/-
  1. Retirement of directors
    The Chairman cum Managing Director is not subject to retirement by rotation while the Wholetime Directors, the Non Executive Directors and Independent Directors are liable to retire by rotation as per provisions of the Companies Act, 1956. The Chairman cum Managing Director was reappointed for a period of 3 years with effect from 1st April, 2009. Shri Subhash Verma and Shri K.S. Bakshi the Non Executive and Independent Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment. Shri V.P. Verma had resigned from the directorship of the company in its Board meeting held on 30th June, 2009.
     

CORPORATE GOVERNANCE DISCLOSURES

Your Company has constituted following Committees of the Board

  1. Audit Committee
    To oversee the Company’s Financial reporting process and disclosure of its financial information including internal control system, reviewing the Accounting Policies and Practices, report of the Company’s Internal Audit Department and Quarterly/Half Yearly/Yearly Financial Statements as also for review of financial management policies, the Company has set up an Audit Committee on 31st January, 2001. During the year under review the Committee comprised of three directors viz Shri Gopal Ansal, Shri Subhash Verma and Shri V.P. Verma. Shri V.P. Verma had resigned from the directorship of the Company in its Board Meeting held on 30th June, 2009, hence, resigned from the Audit Committee also. Meanwhile the Board of Directors has taken steps to search another independent director in his place and to reconstitute audit committee also. The terms of reference of Audit Committee are as per requirements of listing agreement and the Companies Act, 1956. During the Financial Year 2008-2009, four Audit Committee Meetings were held on 30th June, 2008, 31st July, 2008, 29th October, 2008 and 31st January, 2009. Shri Subhash Verma, an Independent Non Executive Director, is the Chairman of the Audit Committee.

    All members of the Audit Committee are financially literate. Shri R.L. Gupta, Wholetime Director (Finance and Business Development) attended all Audit Committee meetings as a Special Invitee and apprised the Committee of various financial matters.

    The Company Secretary acts as Secretary of the Committee.

    The powers of Audit Committee have been re-broadened pursuant to amended clause 49 of the listing agreement.

    The role of Audit Committee was also redefined pursuant to amended clause 49 of the Listing Agreement.

    Powers of Audit Committee
    The Audit Committee shall have the following powers:
    1. To investigate any activity within its terms of reference
    2. To seek information from any employee
    3. To obtain outside legal or other professional advice
    4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

    Scope of functions of Audit Committee

    1. The Members of the Audit Committee shall have discussion with the auditors periodically about adequacy of internal control system and control procedures, scope of audit including the observations of the auditors, and review of the quarterly/half yearly and annual financial statements, before submission to the Board, and also to ensure compliance of internal control systems.
       
    2. The audit committee shall have authority to investigate into any matter in relation to the items specified in Section 292A or referred to it by the Board and for this purpose shall have full access to information contained in the records of the Company.
       

    3. Any recommendation given by the Audit Committee on any matter relating to Financial Management including the audit report, shall be binding on the Board. If any recommendation is not accepted by the Board, it shall record the reasons thereof and also communicate such reasons to the Shareholders.
       

    4. The Audit Committee shall meet periodically as many times as may be prescribed under the rules framed by the Central Government and/or as may be required by the listing agreement with Stock Exchange, from time to time. However, it will be essential to have such meetings for review of quarterly/half yearly and annual financial statements before these are submitted to the Board.
       

  2. Share Transfer cum Shareholders’ Grievances Redressal Committee
    To specifically look after share transfer work and to look into the redressal of complaints like transfer of shares, non-receipt of annual report and non-receipt of dividend etc., the Company has set up a Share Transfer cum Shareholders Grievances Redressal Committee. The Committee consists of three members viz. Shri Gopal Ansal as chairman, Shri Subhash Verma Director and Shri Ashok Babu, Company Secretary as Members.

    During the year under review Twenty meetings of the committee were held. This committee has been constituted to look into shareholders/Investors’ grievances and suggest remedial measures and to take timely action on Transfer of shares, Issue of Duplicate Shares, Split, Transmission, Consolidation, Demat and Remat of shares. During the years under review Two complaints were received from the shareholders of the Company which were satisfactorily redressed and at the end of the year under review no shareholders’ complaint was pending.
     
  3. Remuneration Committee
    During the year under review, the Remuneration Committee comprised of two Directors viz Shri Subhash Verma as Chairman and Shri V.P. Verma as member. Both are non Executive Directors. Shri V.P. Verma had resigned from the directorship of the Company in its Board Meeting held on 30th June, 2009, hence, resigned from the Remuneration Committee also.

    Meanwhile the Board of Directors has taken steps to search another independent director in his place and to reconstitute remuneration committee also. Broad terms of reference of the Remuneration Committee include recommendations to the Board on salary/perquisites, commission and retirement benefits and finalisation of the perquisite package payable to the Company’s Chairman cum Managing Director/Whole-time Directors.

    During the year under review, there was one meeting of remuneration committee held on 31st January, 2009 wherein Shri R.L. Gupta, Wholetime Director (Finance & Business Development) and Shri Gaurav Mohan Puri, Wholetime Director (Projects) placed their letter to offer voluntary reductions in their salary by 15% of their gross remuneration w.e.f. 1st November, 2008 keeping in consideration the recessionary trend in the Industry. The Committee welcomed the step and appreciated.

Particulars of Last Three Annual General Meetings
The dates, time and venue of the three previous Annual General Meetings held during the last three years are given below:

Financial Year Day Date Time Venue

2005-2006

Friday

29.09.2006

11.00 A.M.

Sri Sathya Sai International Centre and School
Lodhi Road
New Delhi-110 003

2006-2007 Wednesday 26.09.2007 11.00 A.M. Sri Sathya Sai International Centre and School
Lodhi Road
New Delhi-110 003
2007-2008 Thursday 25.09.2008 11.00 A.M. Sri Sathya Sai International Centre and School
Lodhi Road
New Delhi-110 003

CEO/ CFO certification to the Board of Directors
In terms of the requirement of the

Other Disclosures

  1. Related Party Transactions
    The Company did not have any materially significant related party transactions, which may have potential conflict with the interest of the Company. The disclosure relating to transactions with the related parties as per Accounting Standard 18 is appearing in Para 6 Part B of Schedule 12 of notes on accounts of the annual accounts of the Company for the year ended 31st March, 2009.
     

  2. Accounting Treatment
    TThe Company has followed Accounting Standard prescribed by the Companies (Accounting Standards) Rules, 2006, and the relevant provisions of the Companies Act, 1956, to the extent applicable in preparations of financial statement. A necessary note has already been given in the Notes on Accounts Schedule 12 of the Annual Accounts of the Company for the year ended 31st March, 2009.
     

  3. Risk Management Policy
    The Company has laid down procedures to inform the Board members about the risk assessment, if any, and procedure to minimize the same. During the year under review the Company has not assessed any risk in the operations of the Company, hence Company has not informed the Board Members.
     

  4. Proceeds from Public Issues, Right Issues, Preferential Issues etc.
    There was no public issue, right issue, preferential issue etc. during the year under review.
     

  5. Legal Compliance
    No penalties or strictures have been imposed by SEBI or Stock Exchange or any other statutory authorities on matters relating to capital markets during the last three years. All the requirements of the Listing Agreements with the Stock Exchanges as well as regulations and guidelines of SEBI are strictly being followed.
     

  6. Code of Conduct
    In tune with the corporate philosophy, the Board of Directors of the Company in its meetings held on 27th October, 2005, 29th June, 2007, 21st May, 2008 and 5th May, 2009 laid down a Code of Conduct for all Board Members and Senior Management of the Company in terms of the requirement placed in the amended clause 49 of the Listing Agreement. The Code of Conduct is displayed at Company’s Website.

    Declaration for Compliance of Code of Conduct
    I hereby confirm that:
    The Company has obtained from all members of the Board and Senior Management Personnel, affirmation that they have complied with the Code of Conduct and ethics for Directors and Senior Management Personnel for the financial year 2008-2009.

Date : 30th June, 2009
Place : New Delhi
Gopal Ansal
Chairman-cum-Managing Director

 

 

  1. Subsidiary Companies
    The Company does not have any material non-listed Indian Subsidiary Company. It has its subsidiary Company M/s Ansal Chaudhary Developers Pvt. Ltd. which was incorporated at Nepal and which also has four subsidiary companies viz. M/s Rahul Buildwell Pvt. Ltd. (Nepal), M/s Rahul Township Pvt. Ltd. (Nepal) M/s A.C. Shelters Pvt. Ltd. (Nepal), M/s A.C. Infrastructure & Development Pvt. Ltd. (Nepal). The Meetings of Audit Committee and Board of Directors generally review the Minutes/Accounts /Financial Statements of the Subsidiary Companies. The final accounts of the subsidiary companies and the consolidated Balance Sheet and Profit and Loss Account of M/s Ansal Buildwell Ltd. and its subsidiaries are attached with Final Accounts of the Company. During the year under review, there was no significant transaction entered with the subsidiary companies by the Company.
     

  2. CEO/ CFO certification to the Board of Directors
    In terms of the requirement of the amended clause 49, the certificates from CEO/CFO had been obtained and placed before the Board.
     

  3. Share Transaction Regulatory System for Prevention of Insider Trading
    The Board of Directors of the Company have adopted the Code of Conduct and control procedure for prevention of insider trading in their Board Meeting held on 30th July, 2002, 27th January, 2005, 21st May, 2008 and 5th May, 2009. The Code contains the rules regulations and process for transactions, in the shares of Company and it applies to all transactions and for all associates, in whatever Capacity they may be, including directors and senior executives of the Company.

Means of Communication

  1. Quarterly results

  1. Newspapers where quarterly Results are published in Financial Year 2008-09
:

(i)

(ii)

(iii)

(iv)

The Pioneer
Veer Arjun
The Financial Express
Jansatta
The Financial Express
Jansatta
The Financial Express
Veer Arjun

02.07.08
02.07.08
02.08.08
04.08.08
30.10.08
31.10.08
03.02.09
03.02.09

  1. Website where quarterly results
    are displayed
: www.sebi.gov.in.com
(EDIFAR)
  1. Whether the website also displays official news releases and presentations to institutional investors/analysts
     
  2. Newspaper where Audited Financial Results are published
     
  3. Whether Management Discussion
    and Analysis is a part of Annual
    Report or not.
:




:



:
  Yes




Normally published in The Financial Express (English)
Jan Satta (Hindi)

Yes


General Shareholders information

i) Annual General Meeting
- Date & Time : 24th September, 2009 at 3.00 P.M., at Sri Sathya Sai International Centre & School, Lodhi Road, Institutional Area, Pragati Vihar, New Delhi-110 003
ii) Financial Calendar : 01.04.2009 to 31.03.2010
Approval of Unaudited Financial Results
 
- Quarter ended June 30, 2009 : Last week of July, 2009
- Quarter ended Sept. 30, 2009 : Last week of October, 2009
- Quarter ended Dec. 31, 2009 : Last week of January, 2010
- Quarter ended Mar. 31, 2010 : Last week of April, 2010
 
iii) Book Closure Date : 15th September, 2009 to 24th September, 2009 (Both days inclusive)
iv) Registered Office : 118, UFF, Prakashdeep Building, 7, Tolstoy Marg, New Delhi-110 001
Tel : 23353051 & 23353052
Fax : 23310639
Email: ansalabl@vsnl.com
Website: www.ansalabl.com
v) Listing of Securities : The Equity Shares of the Company are listed
on Bombay Stock Exchange Limited.
vi) Listing Fees : Listing Fees up to the year 2009-2010 has been paid to the Bombay Stock Exchange Limited where Company’s Shares are listed.
vii) Stock Exchange Address & Stock Code : The Bombay Stock Exchange Ltd, Phiroze Jeejeebhoy Towers, 1st Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Mumbai - 400 001
Stock Exchange Code : 523007
Demat ISIN Number : INE030C01015
viii) Share Transfer System : The Company has appointed M/s Link Intime India Pvt. Ltd. as a Common Agency for share registry work in term of both physical and electronic modes.
ix) Dematerialization of Shares : The Company has been offering dematerialization facility to the shareholders. The demat facility is available to all the shareholders of the Company who request for such facility.
x) Investor correspondence : All enquiries, clarification and correspondence should be addressed to Registrar and Share
Transfer Agent, at the following address:-
M/s In-Time Spectrum Registry Ltd.
A-40, 2nd Floor, Naraina Industrial Area,
Phase-II, Near Batra Banquet Hall,
New Delhi-110 028
xi) Compliance Officer : Mr Ashok Babu
Sr. G.M. & Company Secretary
Ansal Buildwell Limited
118, UFF, Prakashdeep Building,
7, Tolstoy Marg, New Delhi-110 001



Other Useful Information for Shareholders

  1. The Dividend recommended by the Board of Directors in their meeting held on the 30th June, 2009, @ 12%, if approved at the Annual General Meeting to be held on the 24th September, 2009, will be paid to the members holding the shares in physical mode, whose names shall appear on the Company’s Register of Members as on the 24th September, 2009. As regards shares held in electronic form, the dividend will be payable to the beneficial owners’ of shares whose names appear in statement of beneficial ownership furnished by the Depositories as at the end of business hours on the 14th September, 2009.
     

  2. Equity Shares of the Company are under compulsory demat trading by all investors w.e.f. 26th March, 2001. Considering the advantage of scripless trading, shareholders are requested to consider dematerialization of their shareholding so as to avoid inconvenience in future.
     

  3. Members/Beneficial owners are requested to quote their Folio No/ D.P. & Client I.D. Nos. as the case may be in all correspondence with the Company.
     

  4. Members holding shares in physical form are requested to notify to the Company, change if any in their addresses and bank details.
     

  5. Beneficial owners of shares are requested to send their instructions regarding change of address, bank details, nomination, power of attorney etc. directly to their DP as the same are maintained by the DPs.
     

  6. Section 109A of the Companies Act, 1956 extends nomination facility to individuals holding shares in physical form in companies. Members, in particular those holding shares in single name, may avail of the above facility by furnishing the particulars of their nomination in the prescribed nomination form.
     

  7. Registrar and Share Transfer Agent
    The shares of the Company are under compulsory demat w.e.f. 26th March, 2001. The Company has appointed following Registrar and Transfer Agent as a Common Agency for the share registry work in terms of both physical as well as electronic form, as a single point.

    M/s In-Time Spectrum Registry
    A-40, 2nd Floor, Naraina Industrial Area,
    Phase-II, Near Batra Banquet Hall, New Delhi-110 028
     

  8. Distribution of Shareholding
    The distribution of shareholding as on 31st March, 2009 was as under.

TABLE
 
Share Holding of Nominal value Shareholders Share Amount
Rs. Rs. Number % to total Rs. % to total
Upto 2500 10936 83.119 10122330 13.708
2501 5000 1444 10.975 5558620 7.528
5001 10000 470 3.572 3798690 5.145
10001 20000 156 1.186 2299640 3.114
20001 30000 49 0.373 1221860 1.655
30001 40000 25 0.190 888810 1.204
40001 50000 22 0.167 1027690 1.392
50001 100000 26 0.198 1838810 2.490
100001 & above 29 0.220 47081980 63.764
  Total 13157 100 73838430 100


 

 

  1. Details of Shareholding as on 31st March, 2009 was as under:

S.No. Category No. of Shares held % of Shareholding
1. Promoters 4007408 54.272
2. Mutual Funds/UTI 1400 0.019
3. Banks, Financial Institutions 1450 0.020
4. Private Corporate Bodies 358889 4.860
5. Indian Public 2989628 40.489
6. NRI 25068 0.340
  Total 7383843 100


 

  1. Dematerialization of Shares and Liquidity
    The shares of the Company fall under the category of compulsory delivery in dematerialized mode by all categories of investors. The Company has signed agreements with both the Depositories i.e. National Securities Depository Limited and Central Depositories Service (India) Limited. Over 90.15% of the share capital of the company has already been dematerialized till 31/03/2009.
     

  2. Outstanding GDRs/ADRs/Warrants or any
    Convertible Instruments, conversion date
    And likely impact on equity : NIL

 

  1. High and Low of the Shares for the Financial Year 2008-2009.

MUMBAI

Month High Low
April, 2008 64.25 48.50
May, 2008 63.60 53.00
June, 2008 57.00 36.95
July, 2008 45.00 35.25
August, 2008 49.25 38.20
September, 2008 48.40 28.00
October, 2008 34.00 13.75
November, 2008 25.00 16.00
December, 2008 26.90 15.00
January, 2009 25.45 16.35
February, 2009 24.05 17.75
March, 2009 27.00 17.15

 

 

 

 

  1. Address for Correspondence
    Ansal Buildwell Limited
    118, UFF Prakashdeep Building,
    7, Tolstoy Marg, New Delhi-110 001
     

  2. Compliance Certificate of the Auditors
    The Company has received a certificate from Statutory Auditors certifying compliance of the mandatory requirements mentioned in clause 49 of the listing agreement.

  For and on behalf of the Board
Place : New Delhi
Date : 30th June, 2009
Gopal Ansal
Chairman-cum-Managing Director
 

 

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