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Director's Report
 
Dear Shareholder,

Your Directors have pleasure in presenting the Twenty Fifth Annual Report together with Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2009.

Financial Results
The working Results of the Company are briefly given below:

 

 

Current Year (Rs. in Lacs)

 

Previous Year (Rs. in Lacs)

Sales & Other Income   12157.92   15,346.10
Profit Before Interest & Depreciation etc.   2015.84   2,348.10
Less:
- Interest 693.85   715.67  
- Depreciation 119.34 813.19 105.53 821.20
    1202.65   1,526.90
Add:
- Surplus Profit Brought Forward from Previous Year   68.51   35.03
    1271.16   1,561.93
Appropriations
- Provision For Taxation 590.92   541.08  
- Provision for Deferred Tax Liability (-) 29.05   (-) 20.43  
- Transfer To General Reserve 500.00   800.00  
- Proposed Dividend 88.61   147.68  
- Dividend distribution tax 15.06 1165.54 25.10 1,493.43
- Surplus Profit Carried to Balance Sheet   105.62   68.50

Dividend
Your Directors are pleased to recommend, for your approval, payment of Dividend at the rate of 12% on equity shares for the year ended on the 31st March, 2009(Previous Year 20%), which, if approved by the shareholders in the ensuing Annual General Meeting will absorb Rs. 103.66 Lacs approx. including payment of tax, surcharge and cess thereon.

Review of Operations
TThe year under review has recorded decline in turnover and profitability. The sales and other income have touched Rs. 121.58 crores showing an decrease of 20.78% as compared to the previous years Rs. 153.46 crores. Profit before tax at Rs. 12.02 crores is lower by 21.28% as compared to Rs. 15.27 crores of last year. Out of the disposable surplus of Rs. 709.29 lacs, a sum of Rs. 103.66 Lacs has been kept for dividend and dividend tax and a sum of Rs. 500 lacs has been transferred to General Reserves which stood at Rs. 3185.64 Lacs at the end of the year.

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

Statutory Statements
The Statement showing particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms part of this Report.

As regards disclosure under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, it has been advised that the disclosure of particulars relating to Conservation of Energy is not applicable to the Company.

The Company has so far not undertaken any Research & Development activities or Development of any Technology in the field of construction. Provision relating to disclosure of Information in respect of foreign exchange earnings and outgo as required under Rules 2(C ) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 is already given in Para 3(c) & (d) of Part of B of Schedule 12 of ‘Notes on Accounts’ forming part of Audited Annual Accounts.

Information in respect of small scale undertakings as on 31st March, 2009 is also given in para 9 of Part B of Schedule 12 of Notes on Accounts forming Part of Audited Annual Accounts.

ISO 9001:2000 Certification
We have immense pleasure to inform all of you that your Company has been awarded ISO 9001:2000 Certification on 13th August, 2004.

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

Corporate Governance
Corporate Governance and Management Discussion and Analysis Report along with Certificate of the Auditors of your Company pursuant to clause 49 of the Listing Agreement with the Stock Exchanges has been included in this Report as Annexure. Your company has been practicing the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance over the years. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

Subsidiary Companies and Consolidated Financial Statements
The Audited Balance Sheet as at 31st March, 2009 and Profit & Loss Accounts for the year ending as on that date together with the Reports of Directors’ and Auditors’ thereon of M/s Ansal Chaudhry Developers (P) Ltd., (Nepal), 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 Subsidiary Companies are enclosed. The consolidated Balance Sheet of Ansal Buildwell Limited, its subsidiary companies and its Jointly Controlled Entity (the Group) as at 31st March, 2009 and Profit and Loss Account for the Financial year ended on that date together with the Schedules is attached hereto.

The Statement pursuant to section 212 of the Companies Act, 1956, containing the details of subsidiary companies as on 31st March, 2009 is enclosed as annexure.

Depository System
Pursuant to the directions of the Securities and Exchange Board of India (SEBI) effective from 26th March, 2001 trading in the Company’s shares in dematerialization form has been made compulsory for all investors. Dematerialised form of trading would facilitate quick transfers and save stamp duty on transfer of shares. However, members are free to keep the shares in physical form or to hold the shares with a “DEPOSITORY PARTICIPANT” in demat form. For this purpose the Company has appointed M/s Link Intime India Pvt. Ltd.(formerly M/s Intime Spectrum Registry Ltd.) as Registrar and Share Transfer Agent(RTA) of the Company. The specific ISIN No. allotted to the Company by NSDL and CDSL is INE030C01015.

Fixed Deposits
Fixed Deposits from the public, shareholders and employees as on 31st March, 2009 stood at Rs. 52.08 lacs. 34 Deposits amounting to Rs. 8.93 lacs remained unclaimed as on that date and out of above, three deposits amounting to Rs. 62,000/- was claimed as refund/renewal in the current year. However, the balance amount of Rs. 8.31 lacs still remains unclaimed.

Directors
Shri V.P. Verma had resigned from the Directorship of the Company in its Board Meeting held on 30th June, 2009. Hence, he has also resigned from the Audit Committee and Remuneration Committee of the Company. The Board of Directors of the Company has already taken steps to search another independent Director in his place.

Shri Subhash Verma and Shri K.S. Bakshi Directors, of the Company retire by rotation and being eligible, offer himself for reappointment.

Director's Responsibility Statement
As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the “Directors’ Responsibility Statement” and confirm as under:

  1. That in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and no material departures have been made from the same.

  2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

  3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

  4. That the Directors had prepared the annual accounts on a going concern basis.

Listing
The Equity shares of the Company are listed at Bombay Stock Exchange Limited (BSE). The Company has paid Listing Fee to the said exchange.

Auditors
M/s Sekhri & Associates, Chartered Accountants, who retire at the conclusion of this Annual General Meeting and being eligible for re-appointment, have expressed their willingness to be re-appointed as Statutory Auditors of the Company. They have given certificate that the appointment, if made, would be within the limit prescribed under Section 224(1) of the Companies Act, 1956. Your Directors recommend their reappointment for another year.

Accounts and Auditors' Report
The observations of the Auditors are self-explanatory and/or suitably explained in Notes to the Accounts.

Acknowledgements
The Directors wish to place on record their thanks and gratitude to:

  1. The Central and State Governments, as well as their respective Departments and Development Authorities connected with the business of the Company for their co-operation and continued support;

  2. The bankers and Housing Finance Companies as well as other Institutions for the financial facilities and support;

  3. The Members, Depositors, Suppliers/Contractors for the trust and confidence reposed and to the customers for their valued patronage.

The Board also takes this opportunity to express their sincere appreciation of the efforts put in by the employees at all levels for achieving the results and hopes that they would continue their sincere and dedicated endeavour towards achieving better working results during the current year.

Registered Office :   For and on behalf of the Board
118, Upper First Floor, Prakashdeep Building
7, Tolstoy Marg, New Delhi-110 001 
Date : 30th June, 2009
Gopal Ansal
Chairman-cum-Managing Director
 
 

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