1. Company's Philosophy on Corporate Governance
Corporate Governance is a set of systems and practices to ensure that the affairs of the Company are being managed in a way which ensures accountability, transparency, fairness in all its transactions in the widest sense.
The Company's Philosophy on Corporate Governance is based on the following Principles;
• Aimed at strengthening the confidence of the stakeholders in the Company.
• Building a long term relationship of trust with them by maintaining transparency and periodical disclosures.
• Believing in maintenance of high standards of quality and ethical conduct in its operations.
• Corporate Governance Standards go beyond the Law and satisfy the spirit of Law, not just the letter of the Law. Corporate Governance at Ansal Housing & Construction Ltd. is an ongoing process and the Company continuously strives to improve upon its practices in line with the changing demands of the business environment. These governance structures and systems are the foundation that provide adequate empowerment across the organization helping leverage opportunities for rapid sustainable growth of the Company. The Company's essential character revolves around values based on transparency, integrity, professionalism and accountability.
The Company firmly believes that good Corporate Governance stems from the management's ideas and thoughts, which cannot be regulated by legislation alone. The Company not only ensures compliance with various statutory and regulatory requirements applicable to it, but also goes beyond to ensure exemplary Corporate Governance.
Your Company's policy with regard to Corporate Governance is an integral part of Management and in its pursuit of excellence, growth and value creation, it continuously endeavors to leverage resources to translate opportunities into reality.
2. Board of Directors
a) Composition, Meetings and
The composition and category of Board of Directors, their attendance at Board Meetings during the financial year 2014-15 and last Annual General Meeting and their other Directorships/Committee Memberships in other Companies are as follows:
c) Executive Chairman & Managing Director
The Company has one Executive Chairman & Managing Director, Shri Deepak Ansal who is responsible for overall planning, policy, strategy, operations and marketing activities of the Company.
d) Whole-time Director
The Company has one Whole-time Director, Shri Kushagr Ansal, who is responsible for overall marketing and business development operations of the Company.
e) Retirement of Directors
I n accordance with the relevant provisions of Sections 152 of the Companies Act, 2013 and Article 104 of the Company's Articles of Association, Shri Kushagr Ansal is liable to retire by rotation at the ensuing Annual General Meeting. However a proposal for re-appointment of Shri Kushagr Ansal shall be placed before the Shareholders for their approval in the ensuing Annual General Meeting.
3. Board Committees
As on 31st March, 2015, the Board had five committees viz. Audit Committee, Committee of the Board, Stakeholder's Relationship Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee. The composition of all the committees of the Board has been in accordance with the Companies Act, 2013 and the Listing Agreement. Most of the committees consisted of Independent Directors
The Board is responsible for constituting, assigning, co-opting and fixing terms of service of the Committee Members.
The Chairman of the Board, in consultation with the Company Secretary and the Committee Chairman, determines the frequency and duration of the Committee Meetings. Recommendations of the committees are submitted to the full Board for perusal/approval.
a) 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 Auditors and Quarterly/Half Yearly/Yearly Financial Statements as also to review financial management & policies, the Company has set up an Audit Committee at the Board level on 30th January, 2001, which was reconstituted with enhanced powers on 28th day of May, 2014 in accordance with Section 177 of Companies Act, 2013 and the rules made thereunder and the guidelines set out in Clause 49 of the Listing Agreement with Stock Exchanges. Shri Kushagr Ansal replaced Shri Pradeep Anand in the reconstituted Audit Committee.
Shri Sham Lal Chopra acts as the Chairman of the Committee and the Company Secretary is the Secretary of the Committee. Four Audit Committee Meetings were held during the financial year i.e. on 28.05.2014, 14.08.2014, 14.11.2014 and 06.02.2015 respectively.
Broad terms of reference of the Audit Committee are as under:-
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
4. Reviewing, with the Management, the Annual Financial Statements and Auditors' Report thereon before submission to the Board for approval, with particular reference to:
(a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by management;
(d) Significant adjustments made in the Financial Statements arising out of audit findings;
(e) Compliance with Listing and other legal requirements relating to Financial Statements;
(f) Disclosure of any Related Party Transactions; and
(g) Qualifications in the draft Audit Report
5. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval;
6. Reviewing, with the Management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of Inter-Corporate Loans and Investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the Management, performance of Statutory and Internal Auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with Internal Auditors of any significant findings and follow up thereon;
15. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
16. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors,debenture holders, Shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower Mechanism;
19. Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
B) Committee Of The Board
The Committee of the Board was constituted on 30th May, 1997 in pursuance to Table 'F' of Schedule I of Company Act, 2013 (corresponding to Table 'A' of Scheule I of the Company Act, 1956) and Article 116 of the Articles of Association of the Company with specific powers to look after the business delegated to it which falls between two Board Meetings and is emergent and cannot be postponed. The following were the Members of the Committee as on 31st March, 2015:
c) Stakeholders' Relationship Committee
The Board of the Company re-designated Share Transfer and Redressal of
Broad terms of reference of Stakeholders' Relationship Committee are as follow:-
The Stakeholders' Relationship Committee shall consider and resolve the grievances of security holders of the Company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. No meeting of this Committee was held during the Financial Year 2014-15 as the grievances of the Shareholders were taken-up on regular basis in the meetings of the Board of Directors and the physical Transfer of Shares had also been approved by the Committee of Senior Executives appointed for the purpose on every fortnight basis. In order to process, execute and endorse the routine physical Share Transfers received by the Company once in every fortnight the following officers of the Company were authorized by the Board of Directors in its meeting held on 28th May, 2015:
However, there has been condition on the delegated authority that not more than 5000 equity shares will be cleared for transfer by the officers to one single transferee outstanding at any point of time and that all transfers over this figure of 5000 equity shares in one folio would be put up before the Stakeholders' Relationship Committee. Twenty Eight Meetings to process the Share Transfers of the Company were held during the financial year 2014-15.
The Share Department of the Company and the Registrar and Share Transfer Agents, M/s. Link Intime India Pvt. Ltd. attend all grievances of the Shareholders and investors received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs and Registrar of Companies etc.
The total number of complaints received and resolved to the satisfaction of I nvestors during the Financial Year 2014-15 are as follows:
The Executive Committee reports to the Board/Share Transfer Committee on the Share Transfers and redressal of the grievances of the Shareholders.
d) Corporate Social Responsibility Committee
The Board of the Company has constituted a Corporate Social Responsibility (CSR) Committee on 28th May, 2014 pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Broad terms of reference of CSR Committee are as follow:-
(i) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken under CSR;
i i ) To re c o m me n d t he a m o u nt o f expenditure to be incurred on each CSR activity; and
(iii) To monitor the Corporate Social Responsibility Policy of the Company from time to time.
Only one meeting of the CSR Committee took placed during the Financial Year 2014-15 i.e. on 5th February, 2015 where at all the members of the Committee except Shri Maharaj Kishen Trisal were present.
e) Nomination and Remuneration Committee
The "Nomination and Remuneration Committee" was reconstituted by the Board of Directors of the Company on 28th May, 2014 pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement.
Broad terms of reference of the Nomination and Remuneration Committee are as under:
1. The Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.
2. The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee shall, while formulating the policy, ensure that -
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long - term performance objectives appropriate to the working of the Company and its goals.
Remuneration paid to Shri Deepak Ansal, Chairman and Managing Director is in excess of the limit provided under Section 197 read with Schedule V of the Companies Act, 2013 by Rs. 84,57,019 due to the inadequacy of the profit computed in the manner laid down in Section 198 of the Companies Act, 2013. The Company shall apply to the Central Government under Section 197(10) of the Companies Act, 2013 for waiver of recovery of excess remuneration paid to Shri Deepak Ansal.
Sitting Fee to Non-Executive Directors for the Meetings of the Board of Directors and Committee of Directors
The Company has been paying sitting fee of Rs. 20,000 for each meeting prior to 14th day of August, 2014 and of Rs. 40,000 from 14th day of August, 2014 of the Board of Directors and Meetings of the Committees of the Board to all Directors other than Chairman and Managing Director and Whole-time Director. The sitting fee paid to the Non-Executive Directors for attending the Meetings of Board of Directors and the Meetings of the Committees of the Board for the year ended 31st March, 2015 is as follows:
Commission paid to Non-executive Directors for the Financial Year 2014-15.
The Shareholders in their Annual General Meeting held on 26th September, 2012 had approved the payment of Commission to all Non-executive Directors of the Company for a period of 3 years upto 1% of the net profit of the company calculated for each Financial Year starting 2012-13 and until Financial Year 2014-15, subject to the condition that the commission payment to each individual Non-Executive Director shall not exceed to Rs. 2,50,000/-per annum. Accordingly, the Company has made provision for payment of commission of Rs. 2,50,000/- to each of the Non-Executive Directors for the Financial Year 2014-15 as under :
None of the other Directors held any shares of the Company as on 31st March, 2015.
5. Disclosure of Code of Conduct for Board Members & Senior Management
The Code of Conduct for Board Members and Senior Management has been amended by the Board of Directors with effect from 28th May, 2014 in accordance with Clause 49 of the Listing Agreement pursuant to SEBI Circular dated 17th April, 2014. The Code of Conduct has been posted on Website of the Company for general viewing.
The Code provides that all Directors, Senior Management must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decision and policies in the best interests of the Company and its Shareholders/Stakeholders. The Code has been circulated to all the Members of the Board and Senior Management and the compliance of the same has been affirmed by them. The Chairman & Managing Director has given a declaration that all the Members of the Board and Senior Management has complied with the Code of Business Conduct and Ethics for Directors and Senior Management during the Financial Year 2014-15
10. General Shareholders Information:
i) Annual General Meeting Day,
Date & Time Venue : Wednesday, the 30th September, 2015 at 11.00 AM Sri Sathya Sai International Centre & School, Pragati Vihar, Lodhi Road, New Delhi -110003
ii) Financial Year
Financial Year of the Company is 1st April to 31st March
iii) Tentative Calendar for Financial year ending on 31st March, 2016
Financial Reporting for the Quarter ended June, 2015 : on or before 14th August, 2015
Financial Reporting for the Quarter ended September, 2015 : on or before 14th November, 2015
Financial Reporting for the Quarter ended December, 2015 : on or before 14th February, 2016
Financial Reporting for the Quarter/Year ended March, 2016 : on or before 30th May, 2016
iv) Dates of Book Closure
26.09.2015 to 30.09.2015 (both days inclusive)
v) Dividend (Proposed 8%)
Dividend, if any, declared in the forthcoming 31st Annual General Meeting will be paid within 30 days of the date of declaration.
vi) Registered Office
15 UGF, Indra Prakash, 21, Barakhamba Road, New Delhi-110 001 Tel : 011-43577100 Fax : 011-43577420 Email: email@example.com Website: www.ansals.com
vii) Listing on Stock Exchanges: BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001
National Stock Exchange of India Ltd. "Exchange Plaza", Bandra-Kurla Complex, Bandra (E) Mumbai-400 051
viii) Listing Fees for the year 2015-16 has been paid to the BSE Ltd. and National Stock Exchange of India Ltd. where Company's shares are listed.
ix) Stock Code
1. BSE Limited : 507828
2. National Stock Exchange of India Ltd : ANSALHSG
3. Equity ISIN : INE880B01015
x) Share Transfer System:
The Share Transfer work is handled by the Registrar. The Share Transfer Agent is M/s. Link Intime India Pvt. Ltd., 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase-1, Near PVR Naraina, New Delhi- 110028. However, keeping in view the convenience of Shareholders, documents relating to shares will continue to be received by the Company at its Registered Office at 15 UGF, Indra Prakash, 21, Barakhamba Road, New Delhi - 110 001 also.
xi) Dematerialization/Rematerialization of Shares :
All the requests for dematerialization and rematerialization of shares are received by our Registrar and Transfer Agent M/s. Link I ntime India Pvt. Ltd., 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase-1, Near PVR Naraina, New Delhi-110028 through the respective Depository Participant or the clients directly and are dematted within a stipulated period of 21 days.
xii) Investor correspondence: All enquiries, clarifications and correspondence should be addressed to the Compliance Officer at the following address:Compliance Officer Mr. S.N. Grover, Addl. V.P. & Company Secretary Ansal Housing & Construction Ltd. 15 UGF, Indra Prakash 21 Barakhamba Road, New Delhi-110 001
11. Other Useful Information for Shareholders
i) The Directors have recommended a dividend of Re. 0.80 per equity share i.e. @ 8% on the paid-up equity share capital of the Company for the Financial Year ended 31st March, 2015.
ii) Equity Shares of the Company are under compulsory demat trading by all investors w.e.f. 30th October, 2000. Considering the advantage of scrip less trading Shareholders are requested to consider dematerialization of their shareholding so as to avoid inconvenience in future.
iii) The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliance by the companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members. To support this Green Initiative of the Government in full measure, members who have not registered their e-mail addresses so far are requested to register their e-mail addresses in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to register their Email ID with the Company by sending their requests at
iv) Members/Beneficial owners are requested to quote their Folio No. /D.P. & Client I.D, as the case may be, in all their correspondence with the Company.
v) Members holding shares in physical form are requested to notify to the Company the change, if any, in their addresses and bank details.
vi) 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.
vii) Section 72 of the Companies Act, 2013 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.
viii) Registrar and Share Transfer Agent
The Company has appointed Share Transfer Agent for both the physical and demat transactions w.e.f. 1st April, 2003 as under:
M/s Link Intime India Pvt. Ltd. 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase -I, Near PVR Naraina, New Delhi-110 028 Tel. : 011-41410592-94, Fax : 011-41410591 E-mail:firstname.lastname@example.org Web Site : www.linkintime.co.in
xi) 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 Depository Services (India) Limited. As on 31st March, 2015, 95.76% of the share capital of the Company has already been dematerialized.
xii) Communication to the Company
For expeditious disposal of the matters concerning shares and debentures etc., Members are requested to address all letters directly to the Share Department of the Company situated at the Registered Office of the Company at New Delhi, quoting reference of their folio numbers and/or Client ID and DP ID, E-mail ID, Telephone/Fax Number for prompt reply to their communication. Other queries may be sent at email@example.com <mailto:firstname.lastname@example.org> or fax at 011-43577420. The Investor Grievances in the nature of the complaint may be sent to the Company Secretary at following address: Ansal Housing & Construction Ltd. 15 UGF, Indra Prakash, 21, Barakhamba Road, New Delhi - 110 001 With a view to facilitate speedy communication, Shareholders may furnish their e-mail Id to the Share Department of the Company
xiv) Unclaimed Dividend
Unclaimed dividend for the years prior to and including the financial year 200607 has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government as applicable.
The dividend for the under noted years, if remaining unclaimed for 7 years, will be statutorily transferred by the Company to IEPF in accordance with the schedule given below. Communication has been sent by the Company to the concerned Shareholders advising them to write to the Company in respect of their unclaimed dividend. Attention is drawn that the unclaimed dividend for the financial year 2007-2008 is due for transfer to IEPF on 30th October, 2015, once unclaimed dividend is transferred to IEPF, no claim shall lie against the Company in respect thereof.
12. Compliance with Mandatory Requi rement s and Adopt ion of non-mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges
The Company has complied with all the mandatory requirements as per Clause 49 of the Listing Agreement. The status of compliance with the non-mandatory requirements of Clause 49 of the Listing Agreement is provided below:
1. Non-Executive Chairman’s Office: The Chairman of your Company holds the position of the Executive Chairman and hence this provision is not applicable.
2. The Company has a Nomination and Remuneration Committee and the details of the same are provided in this Report under the section “Board Committees”.
3. Shareholder Rights: The quarterly, halfyearly and annual financial results of the Company are published in the newspapers on an all India basis and are also posted on the Company’s website. Significant events are also posted on the website of the Company viz. www.ansals.com.
The Complete Annual Report is sent to every Shareholder of the Company and is also made available on the website of the Company.
4. Audit Qualifications: It is always the Company’s endeavor to present unqualified financial statements.
5. Training of Board Members : The Board of Directors of the Company are briefed, on a regular basis by the Chairman & Managing Director and Whole-time Director with the developments and performance of the Company and the real estate sector as a whole so as to enablethem to understand and monitor the working of your Company in an effective manner. They are also nominated for attending the seminars and training programmes conducted by professional bodies on the subjects of law, business and industry.
6. The Company has appointed an external agency to carry out internal audit work and the Internal Auditors directly report to the Audit Committee.