2019-20 ANSAL PROPERTIES & INFRASTRUCTURE LIMITED CIN : L45101DL1967PLC004759 Annual Report 2019-20 CONTENTS Page No. Company Information 2 Directors’ Report 3-46 Corporate Governance Report 47-77 Management Discussion & Analysis 78-90 Auditors’ Report 91-103 Balance Sheet 104 Statement of Profit & Loss Account 105 Cash Flow Statement 106-107 Statement of Changes in Equity 108 Notes 109-171 Consolidated Accounts 172-259 Financial details of Subsidiary & Joint Venture Companies 260-262 for the year ended 31st March, 2020 as per Section 129 of Companies Act, 2013 and its Rules. 1 CIN : L45101DL1967PLC004759 Annual Report 2019-20 COMPANY INFORMATION BOARD OF DIRECTORS Shri Sushil Ansal Chairman & WholeTime Director Shri Pranav Ansal Vice - Chairman & WholeTime Director Smt. Jagath Chandra Independent Director Shri Bhupesh Chand Gupta Independent Director Shri Satish Chandra Independent Director AUDIT COMMITTEE MEMBERS Shri Bhupesh Chand Gupta Chairman Smt. Jagath Chandra Member Shri Satish Chandra Member CHIEF EXECUTIVE OFFICER Shri Dinesh Chander Gupta VICE PRESIDENT (FINANCE & ACCOUNTS) & CFO Shri Prashant Kumar COMPANY SECRETARY Shri Abdul Sami STATUTORY AUDITORS M/s.S.S.Kothari Mehta & Co. Chartered Accountants, New Delhi FINANCIAL INSTITUTIONS/NBFCs (Standalone) Housing Development Finance Corporation Limited IL&FS Financial Services Limited Xander Finance Private Limited BANKERS (Standalone) CORPORATE IDENTITY NUMBER (CIN) Punjab National Bank L45101DL1967PLC004759 The Jammu & Kashmir Bank Limited Allahabad Bank (merged with Indian Bank) REGISTERED OFFICE Bank of Maharashtra 115, Ansal Bhawan Bank of India 16, Kasturba Gandhi Marg Indian Bank New Delhi - 110 001 Yes Bank Limited REGISTRAR & SHARE TRANSFER AGENT M/s. Link Intime India Private Limited Noble heights, 01st Floor, Plot no.: NH-2, C-1 Block, LSC, Near Savitri Market, Janakpuri, New Delhi - 110058 Tel. No. 41410592-94 2 CIN : L45101DL1967PLC004759 Annual Report 2019-20 DIRECTORS’ REPORT Dear Members/ Shareholders, Your Directors are pleased to present the 53rd (Fifty Third) Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended on the 31st March, 2020. COMPANY PERFORMANCE Financial Highlights (Standalone) (Rs in Lakhs) Particulars For the year ended 31.03.2020 For the year ended 31.03.2019 Sales & Other Income 80,982.75 64,875.23 Profit (Before Interest, Depreciation, Exceptional (17.46) 9,740.20 Items and Taxes) Less : Interest 9,063.79 12,497.18 Depreciation 229.59 232.24 Exceptional Items 9,131.66 2,183.63 18,425.04 14,913.05 Profit(Loss) before Tax (18,442.50) (5,172.85) Less : Provision for taxation 1,932.02 845.99 Profit (Loss) after Tax carried to Balance Sheet (20,374.52) (6,018.83) Other Comprehensive Income (Net of Tax) 967.54 11.40 Add : - Surplus Profit brought - - forward from previous year Disposable Profit - - APPROPRIATIONS :- -Proposed Dividend including Dividend Tax - - -Transfer to General Reserve - - - Debenture redemption Reserve - - Surplus (Deficit) carried to Balance Sheet (21,342.06) (6,007.44) RESULTS OF OUR OPERATIONS Net Loss for the year 2019-20 stood at Rs. (21342.06) lakhs as against loss of Rs. (6,007.44) in the year 2018-19. The total turnover including other income for the year 2019-20 stood at Rs. 80982.75 lakhs, as compared to Rs. 64,875.23 lakhs for the year 2018-19. TRANSFER TO RESERVES The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review. CAPITAL STRUCTURE During the Financial Year 2019-20, there has been no change in the capital structure of the Company. DIVIDEND The Board of Directors of your Company, keeping in view the loss in the Financial Year 2019-20 and uncertainties in the real estate sector and so also the imperative need to conserve resources, has decided not to recommend any dividend for the said financial year. 3 CIN : L45101DL1967PLC004759 Annual Report 2019-20 DISCLOSURE ON MATERIAL IMPACT OF COVID-19 PANDEMIC ON THE BUSINESS AND OPERATIONS OF THE COMPANY The Coronavirus outbreak, which is said to originate in China, has infected millions of people worldwide. Simultaneously, it has disrupted industries, trade, and business cycles, thus halting global economic activity significantly. The World Health Organization declared the Coronavirus disease (COVID-19) as global pandemic on the 11th February, 2020. To prevent the rapid rise of infections, governments of almost all countries severely restricted travel, mandated extreme ‘social distancing’ measures and reduced demand supply chains to only those that are ‘essential’. This health crisis is having a severe impact on business and operations of the Company. Infact, this is much worse than financial crisis which happened during the year 2008-09. Indian real estate sector, which was already struggling to re-emerge from the past turbulence of falling demands, structural changes, policy reforms, and the liquidity crisis, is now set to witness major fallout. Unfortunately, the year 2020 seems to be different. Country-wide lockdown until June and in some states till July, has halted all activities. As evident, project sites are shut, site visits have stopped, and construction activity has come to a grinding halt, eventually impacting housing sales. Also, developers have deferred their new project launches for an unknown period. Besides residential segment, commercial real estate is also not immune to the COVID-19 fallout. Corporate occupiers are seen delaying their leasing decisions. The early indicators of COVID-19 impact are that the real estate sector is likely to face a tough time for the next few quarters and the sector’s recovery has been pushed further away by at least a couple of years. The real estate sector is facing an acute working capital crisis which is essential to restart the business and keep it moving. The sector has pinned its hopes on government intervention to salvage the loss created by the COVID-19 crisis with its substantial fiscal stimulus to get the growth trajectory back on track. LOANS, GUARANTEES AND INVESTMENTS Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, from time to time as on the 31st March, 2020, are set out in the Standalone Financial Statements forming part of this Annual report. CONSOLIDATED FINANCIAL STATEMENTS The Audited Consolidated Financial Statements of your Company for the Financial Year 2019-20 have been prepared in accordance with the applicable provisions of Companies Act, 2013, Rules made thereunder, Indian Accounting Standards (IND –AS) and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended (hereinafter referred to as the “Listing Regulations”), and are forming part of this Annual Report. FIXED DEPOSITS As on the 31st March, 2020, fixed deposits stood at approx Rs. 93.27 crores as against Rs. 99.56 crores in the previous year. As already reported earlier, the Company could not comply with the provisions of Section 73 and other applicable Sections of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore the Company had w.e.f. the 01st April, 2014, stopped accepting/renewing fixed deposits. Since, the Company was unable to make payments to its fixed deposit holders as per schedule mentioned in its Fixed Deposit Schemes due to fund constraints arising out of downturn in the real estate market, a revised schedule of payment of fixed deposits (FDs) was approved by the then Hon’ble Company Law Board, New Delhi Bench (CLB) vide its Order dated the 30th December, 2014. Subsequently, fresh petition/s had been filed at Principal Bench of the Hon’ble National Company Law Tribunal (NCLT), New Delhi for seeking further extension of time for repayment of fixed deposits payable as there was no improvement in the fund 4 CIN : L45101DL1967PLC004759 Annual Report 2019-20 position of the Company and the real estate market continued to remain depressed. In response thereto, NCLT passed Order/s for repayment of fixed deposits with certain conditions. Thereafter, at the various hearings held before NCLT and at the last hearing held on the 20th February, 2020, NCLT has reviewed the status of its previous Order and the extended the scheme further based on the compliance done by the Company. For the period from the 01st January, 2015 till the 20th June, 2020, Company has paid in aggregate approx. Rs. 172.60 crores (Principal and interest) to the fixed deposit holders. The next date of hearing before NCLT is the17th August, 2020. Due to liquidity problems arising out of Covid-19/Lockdown and continuous downturn in the real estate sector, the Company has filed another application before the NCLT, providing the status of its FD overdues and, among others, requesting Hon’ble NCLT to reduce monthly payments of fixed deposits and its rate of interest. Further, provisions of Sections 73 to 76 or any other relevant provisions of the Act, whichever is applicable are being complied by it except the Company has not maintained the liquid assets as required under Section 73(2) of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for which the Company has received exemption from Hon’ble NCLT till 2020-21. Details relating to deposits covered under the aforesaid Rules are as follows: Deposit accepted during the year: Nil Deposit accepted before the 01st April, 2014 is in compliance with the requirements of the Companies Act, 1956 and Rules there under. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY No Material changes and commitments have occurred between the end of Financial Year 2019-20 and the date of this Report which could affect the financial position of the Company. DEVELOPMENT IN BUSINESS OPERATIONS / PERFORMANCE There has been no change in Nature of Business of the Company during the Financial Year 2019-20.