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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Ansal Properties & Infrastructure Ltd.

Mar 31, 2024

Your Directors are pleased to present the 57^th (Fifty Seventh) Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of your Company for the Financial year ended on the 31^st March, 2024.

COMPANY PERFORMANCE

Financial Highlights

(Rs in Lakhs)
Particulars	Consolidated		Standalone
Particulars	2023-24	2022-23	2023-24	2022-23
Sales & Other Income	61,213.12	86,173.39	48,128.89	66,171.89
Profit (Before Interest, Depreciation, Exceptional Items and Taxes)	767.98	(38,568.09)	1,708.60	(38,085.03)
Less: Interest Depreciation Exceptional Items	1,914.23 3,276.76	2,841.02 2,943.91 147.74	1,375.90 84.24	1437.77 98.24 147.74
Profit(Loss) before Tax	(4,423.01)	(44,500.76)	248.47	(39,768.78)
Less: Provision for taxation	224.43	(2,195.04)	(243.37)	(1580.63)
Profit (Loss) after Tax carried to Balance Sheet	(4,647.44)	(42,305.72)	491.84	(38,188.15)
Share of Profit / (Loss) in Associates / Joint Ventures	-	-	-	-
Other Comprehensive Income (Net of Tax)	(28.68)	29.31	(12.30)	46.46
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	(4,676.12)	(42,276.41)	479.54	(38,141.70)

RESULTS OF OUR OPERATIONS:Standalone

Net Profit for the Financial year 2023-24 stood at Rs.479.54 lakhs as against loss of Rs. (38,141.70) lakhs in the Financial year 2022-23. The total income including turnover for the Financial year 2023-24 stood at Rs.48,128.89 lakhs, as compared to Rs. 66,171.89 lakhs for the Financial year 2022-23.

Consolidated

Net Loss for the Financial year 2023-24 stood at Rs. (4,676.12) lakhs as against loss of Rs. (42,276.41) lakhs in the Financial year 2022-23. The total income including turnover for the Financial year 2023-24 stood at Rs. 61,213.12 lakhs, as compared to Rs. 86,173.39 lakhs for the Financial year 2022-23.

DIVIDEND

The Board of Directors of your Company have decided not to recommend any dividend for the Financial year 2023-24. TRANSFER TO GENERAL RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the Financial year 2023-24. CAPITAL STRUCTURE

During the Financial year 2023-24, there has been no change in the capital structure of the Company.

Allotment of Warrants, convertible into Equity shares of the Company:

The Board of Directors (Board) at its meeting held on the 26^th May, 2022, subject to the approval of the shareholders, had approved the proposal of issue and allotment of 2,20,00,000 (Two Crores and Twenty Lakhs) nos. of Warrants, convertible into equivalent nos. of Equity shares (i.e. one fully paid up Equity share upon conversion of every one Warrant held) of a face value of Rs. 5/- (Rupees Five) each of the Company (âWarrantsâ), at an exercise price of Rs. 17/- (including a premium of Rs. 12/-) per Equity share (âExercise Priceâ), to specified Promoter Group entity and Non-Promoters (Public), by way of preferential issue on a private placement basis, in compliance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, (ICDR Regulations). The shareholders'' approval for the said Preferential Issue was received on the 27^th June, 2022 by way of postal ballot.

In furtherance to the Application form/s together with the subscription amounts received from the following specified Promoter Group entity and Non-Promoters (Public) for an aggregate of 2,12,00,000 (Two Crores and Twelve Lakhs) nos. of Warrants, convertible into equivalent nos. of Equity shares, the Directors have passed the Resolution on the 05^th July, 2022, through Circulation, for allotment of 2,12,00,000 Nos. of Warrants:-

Sr. No.	Name of the Allottees	Nos. of Warrants allotted
1	M/s. Orchid Realtech Private Limited (Promoter Group entity)	88,00,000
2	M/s. ICP Investments (Mauritius) Limited Non-Promoters entity (Public)	89,00,000
3	Smt. Geeta Rajpal Non-Promoters (Public)	5,00,000
4	Shri Naveen Bhalla Non-Promoters (Public)	10,00,000
5	Smt. Lata Aggarwal Non-Promoters (Public)	2,00,000
6	Shri Sandeep Kohli, erstwhile Chairman and Non- Executive and Independent Director Non-Promoters (Public)	11,00,000
7	Dr. Satish Chandra, erstwhile Non- Executive and Independent Director Non-Promoters (Public)	3,00,000
8	Shri Kulamani Biswal, erstwhile Non- Executive and Independent Director Non-Promoters (Public)	4,00,000
	Total	2,12,00,000
(hereinafter individually or collectively referred to as âInvestorsâ or âAllotteesâ)

These Warrants were not converted into the Equity shares of the Company before its expiry on the 04^th January, 2024. The Board of Directors at its meeting held on the 23^rd March, 2024 have approved the forfeiture of the 25% of Exercise Price amount received from all the Allottees except M/s. ICP Investments (Mauritius) Limited (ICP) and Shri Sandeep Kohli. Shri Sandeep Kohli and ICP had filed a joint petition before the Hon''ble National Company Law Tribunal (NCLT), for recovery of 25% of Exercise Price paid along with interest u/s 73(4) of the Companies Act, 2013 as deemed deposits. The said matter was already settled by the Company with ICP and Shri Sandeep Kohli and the withdrawal application was filed by them before the NCLT. The NCLT has reserved the Order in this regard.

The Paid up Share Capital of the Company as on the 31^st March, 2024 is Rs.78,70,24,380 divided into 15,74,04,876 Equity shares of Rs. 5/- each.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ALONG WITH STATUS:

1. Ansal Properties and Infrastructure Limited (APIL) was admitted into Corporate Insolvency Resolution Process (CIRP) vide Order dated the 16^th November, 2022 passed by the Hon''ble National Company Law Tribunal (NCLT), New Delhi Bench, Court-II in the matter of âBibhuti Bhushan Biswas & Ors. Versus M/s Ansal Properties and Infrastructure Limitedâ. Thereafter, Mr. Ashwani Kumar Singla was appointed as the Interim Resolution Professional (âIRPâ) having Registration No. IBBI/IPA001/IP-P02035/2020-21/13122. Shri Ashwani Kumar Singla has been replaced with Shri Jalesh Kumar Grover, as Resolution Professional (RP) having IBBI Registration No. IBBI/IPA-001/IP-P00200/2017-2018/10390 vide NCLT Order dated the 10^th January, 2024.

2. Subsequently, a Company Appeal (AT) (Ins.) No. 41 of 2023 was filed before the Hon''ble National Company Law Appellate Tribunal (NCLAT) against the admission order. The Hon''ble NCLAT vide Order dated the 13^th January, 2023 held that the CIRP under the Insolvency and Bankruptcy Code, 2016 (IBC) shall only be confined to the âFernhill Projectâ situated at District Gurgaon, Haryana.

3. Shortly after the Order dated 13^th January, 2023 was passed, the IRP filed a Clarification Application dated the 17^thJanuary, 2023 in relation to the said order, which was disposed of by the Hon''ble NCLAT on the 04^th March, 2024.

4. Further, the Resolution Professional and Directors of the Company from time to time have, taken Legal Opinion/s in respect of above matter/s which clearly opined that the Company was under moratorium and the Board of Directors of the Company were suspended (last opinion sought in the month of June, 2023).

5. Vide an Order dated the 20^th October, 2023, under Company Petition no. (IB)- 297(ND)/2023, in the matter of Indian Bank vs. M/s. Ansal Properties and Infrastructure Ltd was passed by Hon''ble National Company Law Tribunal (NCLT), New Delhi Bench, Court-II, in respect of initiation of Corporate Insolvency Resolution Process (CIRP) against âSerene Residency Group Housing Projectâ of Ansal Properties and Infrastructure Limited situated at Sector ETA II, Greater Noida, Uttar Pradesh.

6. Due to the initiation of Corporate Insolvency Resolution Process against the two Projects of the Company, the Equity shares of the Company, from time to time, during the Financial year 2023-24, were suspended for trading, being under IBC-stage 1, in accordance with Additional Surveillance Measure for companies as per Insolvency and Bankruptcy Code, 2016 (IBC) and Circulars issued by stock exchanges etc.

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 31^st March, 2024, 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 2023-24 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 (âListing Regulationsâ), and are forming part of this Annual Report.

FIXED DEPOSITS

As on the 31^st March, 2024, fixed deposits stood at approx. Rs. 80.41 crores as against Rs. 83.58 crores in the previous year

As already reported earlier, the Company could not able to 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 01^st 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, a revised schedule of payment of fixed deposits was approved by then Hon''ble Company Law Board, New Delhi Bench (CLB) vide its Order dated the 30^th December, 2014.

The Fixed Deposit Repayment Scheme as sanctioned by the CLB was extended/modified by the Hon''ble National Company Law Tribunal (NCLT), from time to time, with last extension/modification given vide Order dated the 20^th February, 2020, in terms of which repayment under the said scheme was extended upto the 31^st July, 2020 and the Company was exempted from maintaining Liquid assets till the 31^st March, 2021.

Subsequently, due to ongoing liquidity problems, fresh petition/s, had been filed in February, 2022 before NCLT, among

others, for requesting NCLT to reduce monthly payments of fixed deposits and its rate of interest and exemption from maintaining the liquid assets.

In compliance to the NCLT Order dated the 10^th February, 2022, notices were published in the different regional newspapers of various states on the 24th March, 2022 and individual notice was given to depositors whose e-mails ids were available with the Company, to enable them to know about the aforesaid prayers and to file their objections, if any. Objection/s filed by some of the fixed depositors filed in form an affidavit before NCLT.

Thereafter, the application, in pursuance to the Order of the NCLT dated the 25^th May, 2023, was filed before the Hon''ble National Company Law Appellate Tribunal, Principal Bench, New Delhi (NCLAT) for seeking necessary directions for making the payments to the applicants-deposit holders (i.e. whose company petition/s,were pending before NCLT, as on the 25^thMay, 2023, for repayment of fixed deposits) as hardship cases (due to CIRP and non-clarity about the status of Board of Directors of the Company). NCLAT has permitted the payment to fixed deposit holders on the 18^th August, 2023. Thereafter, the Company has made the payment to said Applicants (whose applications were available with the NCLT / Company).

The final arguments for disposal of aforesaid petition is pending and the next date of hearing before NCLT is the 29^th August, 2024.

Further, provisions of Sections 73 to 76 or any other relevant provisions of the Act, whichever is applicable were complied by the Company during the Financial year 2023-24 except (1) 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 (2) DPT -3 for the Financial year 2023-24 was not filed with the Registrar of Companies, as the CIN of the Company is in-active (due to on-going CIRP in two projects of the Company).

Details relating to deposits covered under the aforesaid Rules are as follows:

Deposit accepted during the year: Nil

Remained unpaid or unclaimed(Principal amount) as at the end of the year: Rs. 80.41(subject to NCLT orders)

Deposit accepted before the 01^st April 2014 is in compliance with the requirements of the Companies Act, 1956 and Rules there under. The Company / Management will make endeavour that all Fixed deposits which are due but not paid shall be paid in compliance with the NCLT order/s.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as mentioned in the Report, no Material changes and commitments have occurred between the end of Financial year 2023-24 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 2023-24.

During the last 57 years, it had been and presently engaged in the field of housing and real estate business covering development of Hi-Tech and integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, and retail segments. The business is being carried on by the Company on its own as well as through various subsidiaries, associates and collaborations etc. The projects of your Company are located in the Delhi National Capital Region, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab.

Management''s Discussion and Analysis Report forming part of the Directors'' Report, provide a broad overview of the Global economic scenario and the Indian economy situation and more particularly the status of the real estate sector prevailing in the Country which have and shall have an impact on the nature of the Company''s business and generally in the class of business in which the Company has interest.

SIGNIFICANT AND MATERIAL ORDER PASSED

1. Uttar Pradesh Real Estate Regulatory Authority (UPRERA) have passed orders in relation to UP RERA projects of the Company at Lucknow viz. (1) UPRERAPRJ9594 (2) UPRERAPRJ7090 (3) UPRERAPRJ7122, have been de-registered by UPRERA. The Company has filed an appeal with the RERA Appellate Tribunal on various grounds. The next hearing before the Appellate Tribunal is awaited due to the vacation of the Court. (4) In respect of the project bearing RERA No. UPRERAPRJ10009 - completion has been applied to Lucknow Development Authority and information has been given to RERA authorities. (5) UPRERAPRJ10150 - as per the direction of RERA Authority, the project audit has been completed by the M/s. Asija Associates and the report has been submitted to RERA.

2. The details of other significant orders are mentioned in Notes to Accounts (Standalone), forming part of Balance Sheet as at the 31^st March, 2024.

Other than what have been disclosed above in the immediately preceding paragraph, no significant and material order has been passed by the Regulators or Courts or Tribunal affecting the going concern status and the Company''s operations in future.

REAL ESTATE SECTOR

Real estate is the second largest sector in India after agriculture in terms of providing employment opportunities. The growth of the real estate market in the country is supported by increasing industrial activities, rapid urbanization, and improved income levels. This is further contributing to the economy of the country.

Your Company has at present projects under various stages of implementation across residential, commercial, retail and others. It focuses on mixed use development, particularly in residential projects. Within the residential asset class, the projects of the Company range from large-scale integrated townships to mixed use and stand-alone detached single and group housing, as well as serviced plots. Your Company continues to follow the strategy of developing integrated townships in key cities in North India.

Townships

Details of major projects / townships of your Company are discussed in Management Discussion and Analysis Report which forms a part of this Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 and 125 of the Companies Act, 2013 read with the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/ Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 and other applicable provisions, during the Financial year 2023-24 there was no unclaimed dividend amount or shares that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government.

Shri Abdul Sami, Company Secretary and Compliance Officer, was appointed by the Board of Directors as a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company under Investor''s section.

CORPORATE SOCIAL RESPONSIBILITY {CSR}

The Corporate Social Responsibility {CSR} Committee constituted by the Board of Directors {Board} on the 07^th February, 2014, and lastly reconstituted on 23^rd March, 2024 is in consonance with the requirements of the Section 135 of the Companies Act, 2013 and its Rules. The said CSR Committee, inter-alia, has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities. The CSR policy approved by the Board is available on the website of the Company i.e. http://www.ansalapi.com/pdf/APIL-Policy-on-Corporate-Social-Responsibilities.pdf

The Composition of the said Committee and other particulars are mentioned in the Corporate Governance Report which forms part of this Annual Report.

Annual Report on the Corporate Social Responsibility Activities for the Financial year ended on the 31^st March, 2024, is attached as Annexure - A to the Director''s Report.

Your Company collaborates with social, charitable and NGOs which are similarly engaged in pursuit of upliftment of underprivileged sections of the society.

A. EDUCATION

Your Company, through its associates has ushered in the field of education and has built eminent institutes.

B. RESEARCH & RESOURCES CONSERVATION

Your Company recognizes the relationship of business sustainability with resources management and is committed to supervise and conserve the amount of water and electricity used across its project sites at the time of construction. It has installed Solar Power Plants at some of its location with view of generating clean energy for internal consumptions.

C. COMMUNITY DEVELOPMENT INITIATIVES

Your Company contributes to and invests in communities in and around its project sites. Under this endeavour, several initiatives have made a lasting impact on the economic, environmental and social conditions of local people. Some such initiatives are:

â¦ Tree plantations

â¦ Construction of roads, sanitation facilities and temples

â¦ Blood Donation Camps

D. HOUSING FOR ECONOMICALLY WEAKER SECTIONS (âEWSâ) OF THE SOCIETY

Many plots/flats are reserved for Economically Weaker Sections of the society, in the townships of your Company, which are in the process of development. The plots/flats were allotted through open public lottery system at highly subsidised rates with easy interest free instalments. The affordable homes are being developed in the projects at Uttar Pradesh and Rajasthan.

E. SENIOR CITIZEN HOME

A plot of 1000 sq.m.was donated in the past to establish a Senior Citizen''s Home in Palam Vihar, Gurugram, Haryana. Free technical and engineering support was provided to build this home called âChiranjiv Karam Bhoomiâ. Several senior citizens are staying in this home which is being run by Divya Chaya Trust comprising Dr. (Mrs.) Kusum Ansal, wife of Shri Sushil Ansal, Promoter of the Company and other members of the Trust.

AUDIT COMMITTEE

The composition of the Audit committee is covered under the Corporate Governance Report which forms the part of this Annual Report. All the recommendations given by the Audit Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control with reference to financial statements. The Board of Directors had earlier noted/approved the policies and procedures adopted by the Company for ensuring an orderly and efficient conduct of its business, including adherence to Company''s policies, the 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.

SUBSIDIARY COMPANIES AND OTHER ASSOCIATE COMPANIES

Your Company has 70 (Seventy) subsidiary companies at the end of the Financial year 2023-24.

Ansal Urban Condominium Private Limited (AUCPL) is a Subsidiary of Ansal Landmark Township Private Limited, which is a subsidiary of the Company. However, due to the provisions of IND-AS, AUCPL is treated as Joint Venture Company (AUCPL is currently under Corporate Insolvency Resolution Process).

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of Financial statements of subsidiary/ associate companies in Form AOC-1 is provided at the end of the Consolidated Financial Statement and hence not repeated in this Report.

For the highlights/ performance of each of the subsidiaries/ associate companies, and their contribution to the overall performance of the Company during the period under report, the members are requested to refer to the Consolidated Financial Statement of the Company along with the statement in Form AOC-1 (as mentioned aforesaid) forming part of this Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, separate Audited Financial Statements {Standalone and Consolidated, wherever applicable} in respect of each of the subsidiaries/ associate companies are posted on the website of the Company (www.ansalapi.com) and shall be kept open for inspection till the date of the Annual General Meeting. It shall also make available these documents upon request by any member of the Company.

A Policy on Material Subsidiary Companies has been formulated {duly amended} and the same is available on the website of the Company i.e. http://www.ansalapi.com/pdf/APIL-Policy-on-Determination-of-Material-Subsidiary.pdf

BOARD MEETINGS

Due to the initiation of Corporate Insolvency Resolution Process on the 16^th November, 2022 and non- clarity of the status of Board of Directors of the Company, no Board Meeting was held in the first three quarters of the Financial year 2023-24. In the last quarter of the said Financial year, 04 (four) meetings of the Board of Directors were duly held on the 21^st January, 2024, 19^th February, 2024, 23^rd March, 2024, and 27^th March, 2024 and the details of the meetings are covered under the Corporate Governance Report which forms the part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directorship:

Resignation/End of tenure

Shri Anoop Sethi (DIN: 01061705), erstwhile Managing Director and CEO of the Company, vide his letters/emails dated the 14^th March, 2023 and 19^th March, 2023, has resigned from the position of Managing Director and Chief Executive Officer w.e.f the 14^th March, 2023 (on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company at their respective meetings held on the 23^rd March, 2024 due to change in designation from Managing Director to Director) and from the position of Director w.e.f. the 23^rd March, 2024 vide his email/letter dated the 23^rdMarch, 2024. Intimation and other necessary documents in that regard was already provided to stock exchanges.

Shri Sandeep Kohli (DIN: 00300767), erstwhile Chairman and Non-Executive and Independent Director of the Company vide his letter dated the 23^rd March, 2024 has resigned from the position of Chairman and Non-Executive Independent Director of the Company with immediate effect due to personal reasons. Shri Sandeep Kohli has also provide confirmation that there is no other material reason other than those provided in his resignation letter dated the 23^rd March, 2024. Intimation and other necessary documents in that regard was already provided to stock exchanges.

Smt. Jagath Chandra (DIN:07147686), erstwhile Non-Executive and Independent Director of the Company, was appointed for a term of 03 (three) years from 10^th November, 2020 till the 09^th November, 2023 by the Board of Directors and approved by the Shareholders of the Company on the 28^th September, 2020. Her second term of appointment was completed, therefore, she ceased to be the Non-Executive and Independent Director of the Company, w.e.f. the 09^th November, 2023. Intimation in that regard was already provided to stock exchanges.

Appointment/Re-designation

To meet the requirement of optimum combination of Executive and Non-Executive Directors on the Board and pursuant to the compliance of the provisions of Listing Regulations, your Board of Directors, have approved the following appointments / Re-designation:-

1. Shri Deepak Mowar (DIN: 02195026) was appointed as Managing Director and Chief Executive Officer (CEO) of the Company w.e.f. 23^rd March, 2024, on the recommendation of the Nomination and Remuneration Committee, at their respective meetings held on the 23^rd March, 2024. His appointment was approved by the shareholders of the Company on the 02^nd May, 2024.

2. the following persons were appointed as Non-Executive and Independent Directors of the Company w.e.f the 23^rdMarch, 2024. The appointment of these persons were approved by the shareholders at their meeting on the 02^ndMay, 2024. In the opinion of the Board, all these directors fulfil the conditions specified in the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and The Companies (Accounts) Rules, 2014 and Listing Regulations for appointment as Non- Executive Independent Directors and they are independent of the Management and Promoters and person of high integrity and possesses required knowledge, expertise, skills and experience etc.:-

Sl. No.	Names and DIN	Period of appointment	Designation
1	Shri Sunil Kumar Gupta (DIN: 06531451)	23^rd March, 2024 to 22^ndMarch, 2027	Non -Executive and Independent Director
2	Smt. Francette Patricia Atkinson (DIN: 10388863)	23^rd March, 2024 to 22^ndMarch, 2027	Non -Executive and Independent Woman Director
3	Shri Binay Kumar Singh (DIN:10467660)	23^rd March, 2024 to 22^ndMarch, 2027	Non -Executive and Independent Director

3. Shri Pranav Ansal (DIN: 00017804) was re-designated as Chairman and Whole Time Director of the Company w.e.f. the 23^rd March, 2024, on the recommendation of the Nomination and Remuneration Committee, at their respective meetings held on the 23^rd March, 2024. His re- designation/appointment was approved by the shareholders of the Company on the 02^nd May, 2024.

4. After the Financial year 2023-24, Shri Dheeraj Goel (DIN: 09503113) is appointed as Deputy Managing Director of the Company w.e.f. 12^th August, 2024 on the recommendation of the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on the 12^th August, 2024. The matter of appointment of Shri Dheeraj Goel along with other details is included in the Notice of the 57^th Annual General meeting.

Change in Chief Executive Officer:

Shri Deepak Mowar (DIN: 02195026) was appointed as Chief Executive Officer of the Company w.e.f the 23^rd March, 2024 in place of Shri Anoop Sethi (DIN: 01061705), who has resigned from the position of Chief Executive Officer of the Company w.e.f the 14^th March, 2023 (approved by the Board of Directors at their meeting held on the 23^rd March, 2024).

Declaration by Independent Directors

The Company, for the Financial year 2023-24, has received the declaration from the Independent Directors, under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations and are not debarred from holding the office of directors pursuant to any SEBI''s Order or any other authority. Moreover, as per their declaration they are not disqualified to become directors under the Act and rules.

Retiring by Rotation and Re-appointment of Director

In terms of Section 152 of Companies Act, 2013 (âActâ) not less than 2/3rd of the total number of directors of a public Company shall be persons whose period of office as Directors is liable to determination by retirement by rotation and out of such number of directors, 1/3rd nos. of directors shall retire from office at every Annual General Meeting. The Independent Directors are to be excluded from the calculations of rotational and non-rotational directors.

In terms of the said provisions of the Companies Act, 2013 and its Rules and the Articles of Association of the Company, Shri Pranav Ansal, Chairman and Whole Time Director and Shri Deepak Mowar, Managing Director and CEO are due to retire by rotation at the ensuing AGM. Being eligible, they offer themselves for re-appointment. The matter of re-appointing them are included in the Notice of 57^th Annual General Meeting.

Brief profile of the Directors proposed to be re-appointed is annexed to the Notice of 57^th Annual General Meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (Listing Regulations), Nomination and Remuneration Committee at their meeting held on the 12^th August, 2014 had laid down the criteria for performance evaluation of the Board, its Committees and Directors which was also approved by the Board of Directors. The said criteria have been amended and lastly approved by the Board of Directors at their meeting held on the 12^th August, 2024.

Accordingly, the Annual Performance Evaluation of the Board, its Committees and each Director was carried for the Financial year 2023-24.

Structured questionnaires were prepared, covering various aspects of the functioning of the Board, its Committees and individual Directors, which, inter alia, included, diversity of experience, appropriate composition, monitoring of compliances with respect to laws & regulations, demonstration of worthiness, pro-activeness in addressing issues, consideration of Internal Audit Report, Management Responses, attendance at the meetings etc.

The members of Board have carried out the evaluation of the Board as a whole, its Committees and of their peer Board members.

The Independent Directors without the presence of Executive Directors (i.e. Non-Independent Directors) and any member of Company management, at their meeting held on the 27^th March, 2024 had reviewed/assessed/ discussed, inter-alia, (1) the performance of Non- Independent Directors (Executive Directors viz. Chairman and Whole Time Director, Managing Director and CEO) and the Board as a whole (2) the performance of the Chairman after taking into consideration the views of Executive and Non-Executive Directors, and (3) the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Nomination and Remuneration Committee at its meeting held on the 27^th March, 2024 has carried out evaluation of every Director''s performance and Board as a whole.

The criteria for Performance Evaluation of Board & Independent Directors (duly reviewed), is also available on the website of the Company i.e. https://www.ansalapi.com/pdf/APIL-Policy-on-Performance-Evaluation-of-Board-its-Committee-and-Director.pdf

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The policy of the Company on Directors'' appointment and remuneration including criteria for determining qualification, skills, positive attributes, independence of Directors and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013 and under listing Regulations (duly reviewed), is also available on the website of the Company https://www.ansalapi.com/pdf/APIL-Policy-on-Remuneration-of-Directors-KMP-Employees.pdf

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial year 2023-24 with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which is not an arm''s length basis or could be considered material in accordance with the Policy of the Company on Materiality of Related Party Transactions, therefore the information required under form no. AOC 2 is Not applicable. The transactions with Related Parties as per requirement of Indian Accounting Standard -24 are disclosed in Notes 62(b) of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors, from time to time, in compliance with the Listing Regulations and Sections 177 and 188 of the Companies Act, 2013 and its Rules, Policy on Related Party Transactions, as amended, and Listing Regulations.

A Policy on Related Party Transactions, (as amended), specifying the manner and criteria of entering into said transactions has been formulated and the same is available on the website of the Company https://www.ansalapi.com/pdf/APIL-Policy-on-Related-Party-T ransactions.pdf

RISK MANAGEMENT

The Board has approved the Enterprise Risk Management Policy for Risk Assessment and its Minimization on the 16^th May, 2015 which has been amended, and the same is available on the Company''s website i.e. https://www.ansalapi.com/pdf/APIL-Policy-on-Risk-Management-Policy.pdf

The Audit Committee/ Board of Directors review the efficacy of the Enterprise Risk Management process, the key risks associated with the business of your Company and the measures in place to mitigate the same.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Board of Directors have approved the Vigil Mechanism/ Whistle Blower Policy at their meeting held on the 12^th August, 2014. The said Policy has been duly amended and approved by the Board of Directors at their meeting held on the 12^thAugust, 2024.

In exceptional cases, where a whistle blower, due to the gravity and seriousness of the concern or grievance or due to his/ her being not satisfied with the outcome of the investigation and the decision, he/she can have personal and direct access to the Chairperson of the Audit Committee.

The status of the complaints under the Vigil Mechanism, if any, is placed before the Audit Committee and Board, on a quarterly basis. During the year under review, no complaint was received by the Company under Vigil Mechanism/ Whistle Blower Policy.

The Policy on Vigil mechanism/ Whistle blower, (duly reviewed), is available on the Company''s website i.e https://www.ansalapi.com/pdf/APIL-Policy-on-Vigil-Mechanism-Whistle-Blower.pdf

AUDITORS AND AUDITORSâ REPORTSTATUTORY AUDITORS

shareholders at the Fifty Third (53rd) Annual General Meeting of the Company held on the 28^th September 2020, for a period of five years i.e. up to the conclusion of Fifty Eight (58th) Annual General Meeting of the Company to be held in the year 2025.

No fraud has been reported by M/s MRKS and Associates, Chartered Accountants (ICAI Firm Registration No. 023711N), the Statutory Auditor of the Company in the course of the performance of their duties as Auditor in terms of the provisions of Section 143(12) of the Companies Act, 2013 and its Rules.

Report

The Notes to Accounts (Standalone), forming part of Balance Sheet as at the 31^st March, 2024 and Profit & Loss Account for the year ended on that date, referred to in the Auditors'' Report, are self-explanatory. However, in terms of clause (f) of subsection (3) of Section 134 of the Companies Act, 2013, the Management''s response/ explanations to certain Emphasize of Matters (EOM''s) /qualifications appearing in the Auditors Report on Accounts (Standalone) for the Financial year ended on the 31^st March, 2024 are as under:

EOM''s

1. âAnsal Properties and Infrastructure Limited [âAPILâ or âCompanyâ] was admitted into the Corporate Insolvency Resolution Process [âCIRPâ] vide Order dated 16.11.2022 passed by the Hon''ble National Company Law Tribunal [âNCLTâ], New Delhi Bench, Court-II in the matter of âBibhuti Bhushan Biswas &Ors. Versus M/s Ansal Properties and Infrastructure Limited. Thereafter, Mr. Ashwani Kumar Singla was appointed as the Interim Resolution Professional [âIRPâ]. Subsequently, a Company Appeal (AT) (Ins.) No. 41 of 2023 was filed before the Hon''ble National Company Law Appellate Tribunal [âNCLATâ] against the admission order. The Hon''ble NCLAT vide Order dated 13.01.2023 held that the CIRP under the Insolvency and Bankruptcy Code, 2016 [âIBCâ] shall only be confined to the âFernhill Projectâ situated at District Gurgaon. The IRP filed a Clarification Application dated 17.01.2023 with NCLAT about the Hon''ble NCLAT Order dated 13.01.2023, the same has been disposed of along with other appeals/applications in this regard vide order dated 04.03.2024. Further, the Hon''ble NCLT, New Delhi vide order dated 10.01.2024 has appointed Mr. Jalesh Kumar Grover (IBBI Regn No. (IBBI/IPA001/IPP00200/2017-2018/10390) to act as Resolution Professional qua Fernhill project.

The Company''s Serene Residency Group Housing Project at Sector ETA II, Greater Noida had been admitted into the Corporate Insolvency Resolution Process [âCIRPâ] vide Order dated 20.10.2023 passed by the Hon''ble National Company Law Tribunal [âNCLTâ], New Delhi Bench, Court-II in the matter of âIndian Bank Versus M/s Ansal Properties and Infrastructure Limited. Thereafter, Mr. Navneet Kumar Gupta, as IRP having Registration No. IBBI/IPA-001/ IPP00001/2016-2017/10009 was appointed as IRP and directed to take charge of the CIRP in respect of âSerene Residency Group Housing Project at Sector ETA II, Greater Noida. Currently designated as Resolution Professional.

The CIRP process of the above said projects are underway, as on the date of the report, and consequently the effect on the financial statements, if any, shall be given once the CIRP process is completed.

2. The figures for the last quarter are the balancing figures between the audited figures in respect of the full financial year up to 31^st March,2024 and the unaudited published year-to-date figures up to 31^st December 2023, being the date of the end of the third quarter of the financial year which were subject to limited review by the statutory auditors. Financial (Standalone and Consolidated) results for the Quarter /year ended 31.03.2024, have been reviewed by the audit committee and approved by the board of director at its meeting held on 28^th May,2024.

3. These financial results are prepared in accordance with the Indian Accounting Standards (IND AS) as prescribed under section 133 of the Companies Act 2013, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

4. Having regard to the integrated nature of the real estate development business and the parameters of IND AS 108 issued by the Central Government under Companies (Indian Accounting Standards) Rules, 2015, the operations of the Company are within a single segment.

5. The corresponding figures for previous year /period has been regrouped, rearranged, and reclassified, wherever necessary.

6. During the period under review the Ansal Properties and Infrastructure Limited has not claimed any exemption under section 80 IA(4)(iii) of the Income Tax Act, 1961. The Company had claimed the exemption u/s 80IA(4)(iii) of the Income Tax Act, in respect of its Industrial Park Project at Pathredi, Gurgaon, amounting to Rs. 34.08 crores in the Assessment Year 2010-11. The Competent Authority has not approved the claim of the company. The company has filed a Review

Petition. Since the Review Petition of the Company has been pending for a long time, the Company has filed a Writ Petition before the Hon''ble Delhi High Court. The same has been admitted by the Hon''ble Delhi High Court in W.P. (C) 3848/2021 & CM No.15443/2021 and notice has been issued to the department. The next date of the hearing is 14^thAugust, 2024.

7. The Company has filed a petition before the Hon''ble National Company Law Tribunal, New Delhi Bench (NCLT) for relief in the scheme of repayment of public deposits sanctioned by the Company Law Board and extended/modified by the NCLT, from time to time. The next date of the hearing is 28^th May,2024.

8. Bank-wise details are as under: -

a) In respect of Financial Facilities availed from IL&FS Financial Services (IFIN), a revised payment schedule for OTS has been approved by IFIN for payment of Rs 111.36 crores (including interest for the intervening period) vide their letter dated 22.11.2023. The Company has paid an amount of Rs 28.36 Crores till 31^st March 2024. The Company has approached IFIN for revision in payment terms of balance agreed OTS amounts.

b) The Company had availed a loan of Rs. 150 Crores from Indian Bank (earlier Allahabad Bank), for its project Sushant Serene Residency, located at Greater Noida against which the outstanding principal loan amount is Rs 103.60 crores, and the company had paid Rs. 4.25 crores as upfront fee against OTS. An insolvency application filled under section 7 of the IBC Act 2016 against the Company vide order dated 20.10.2023 and Hon''ble National Company Law Tribunal [âNCLTâ] New Delhi admitted the same and ordered for appointing Mr. Navneet Kumar Gupta, as IRP having Registration No. IBBI/IPA-001/IPP00001/2016-2017/10009.

c) Ansal Hi-Tech Townships Limited (AHTL), a subsidiary company, had availed a Term Loan of Rs. 50 crores from Indian Bank against which the outstanding principal loan amount is Rs. 43.03 crore against the construction of a residential multi-story project located at Dadri, Gautam Buddh Nagar, Uttar Pradesh. The loan account is classified as NPA. Indian Bank has approved a conditional OTS Scheme dated 29.09.23 for payment of Rs 45.50 crores as full and final repayment of bank''s dues against Term Loan availed by AHTL on or before 31^st Mar''24. AHTL has paid an amount of Rs 13.95 crores against the OTS approved amount. The Ansal Hi-Tech Township Limited (AHTL) has approached Indian Bank for approval for revision in payment terms of balance agreed OTS amounts.

Indian Bank has filed a recovery suit against AHTL & the Company (in capacity as a guarantor) in DRT, New Delhi. The next date of the hearing before DRT was 26^th June,2024.

d) The loan accounts of the Company have been classified as non-performing assets (NPA) by certain banks/ Financial institutions and they have not applied interest on the said accounts. In view of OTS proposals filed with these banks and the expected settlement with banks/Financial institutions, the provision for interest in respect of loans classified as NPA has not been made to the tune of Rs.8.32 crores in respect of the Company, Rs. 1.10 crores in respect of Ansal Hi Tech Township Limited (AHTL) and Rs.7.60 crores in respect of Ansal API Infrastructure Limited, the subsidiary Company, and therefore to that extent finance costs and loan liabilities have been understated for the quarter ended 31^st March,2024.

e) Ansal API Infrastructure Ltd. (AAIL), a wholly owned subsidiary Company, has availed a term loan of Rs. 390 crores from a consortium headed by the IL&FS Urban Infrastructure Manager Limited (The Asset Manager) under the Pooled Municipal Debt Obligations Facility (PMDO). The present principal outstanding is approx. Rs. 241.20 crore excluding overdue/unapplied interest. The loan account is classified as NPA. AAIL has filed an OTS proposal with Asset Managers for full and final settlement of the dues. Vistra ITCL (India) Limited, the trustee of the consortium, has filed a recovery suit in DRT, New Delhi against the borrower Company i.e., AAIL and the Company (APIL), in capacity as Mortgagor as well as well the Guarantor.

Union Bank of India (UBI), one of the consortium member, has also filed a recovery suit against AAIL in DRT, New Delhi. The next date of the hearing in DRT is 23.07.2024.

Earlier Hon''ble NCLT, New Delhi dismissed the application filed by UBI under section 7 of the IBC Act 2016 against the borrower Company (AAIL). âAs per order there was neither a direct disbursal of the loan by the applicant to the corporate debtor, nor there are any agreements executed directly between the applicant and the corporate debtor. Hence the applicant does not qualify as a Financial creditor as per section 5(7) of the IBC,2016 which defines Financial creditorâ. UBI has filed an appeal against the NCLT Order and the matter is pending with NCLAT.

9. In relation to UP RERA projects (1) UPRERAPRJ9594 (2) UPRERAPRJ7090 (3) UPRERAPRJ7122, located at Lucknow, has been deregistered by UPRERA. The Company has filed an appeal with the RERA Appellate Tribunal on various grounds. The next hearing before the Appellate Tribunal is awaited due to the vacation of the Court. (4) In respect of the project bearing RERA No UPRERAPRJ10009 - completion has been applied to Lucknow Development Authority and information has been given to RERA authorities. (5) UPRERAPRJ10150 - as per the direction of RERA Authority, the project audit has been completed by the M/s. Asija Associates and the report has been submitted to RERA.

10. IIRF India Realty Limited - II fund âForeign Investorâ and IL & FS Trust Company Limited (acting as Trustee of IFIN Realty Trust) through its manager IL&FS Investment Managers Limited âIndian Investorâ had invested an amount of Rs. 79.34 Cr in Equity Shares and Compulsorily Convertible Cumulative Preference Shares (CCCPS) of Ansal Townships Infrastructure Limited (ATIL), a subsidiary of the Company. The Company has purchased part of the investments i.e. 40.66% and the remaining part is still pending. The investor(s) has invoked the Arbitration Clause against the Company. Further, ATIL is discussion for settling with the Investor.

11. During the quarter ended 30th September 2018, the Award in the matter of arbitration with Landmark group was pronounced. The Award contemplates joint and several liabilities of four companies of Ansal Group, including the Company, amounting to Rs. 55.78 crores along with interest amounting to Rs. 105.08 crores. The Hon''ble High Court vide order dated 5th January 2022 with direction to deposit with the Registry of the Court an amount of Rs 200.00 crores approx. (Rs. 30.99 crores earlier deposited with the Hon''ble Court, released to Landmark Group through Order dated 08.08.2023). Pursuant to a settlement arrived between the parties, nothing remains payable to Dalmia Group, and in respect of this, an application has been filed with the Hon''ble Delhi High Court.

12. In the books of Ansal Landmark Township (P) Ltd., a subsidiary of the Company, an amount of Rs. 61.50 crore is recoverable from M/s. Ansal Landmark (Karnal) Township Pvt. Ltd. Based on the management assessment of the cash flow of Karnal Project, there is no impairment in the value of the said recoverable amount.

13. The financial statements of a few group companies are based on management certified accounts.

14. The Corporate Guarantee/s given by Ansal Properties and Infrastructure Limited (âthe Companyâ) in terms of the applicable provisions of the Companies Act, 2013 and rules made thereunder (âthe Actâ) amounts to Rs. 270.29 crores as at the 31st March, 2024.

15. The company has not declared any dividend for the year 2023-24.

16. The Management''s response to qualifications in the Audit Report for the quarter ended 31st March, 2024 are as under:

i). The Company had entered into a Settlement agreement(s) (''Agreements'') with certain banks/financial Institutions (''the Lenders''). So far, the lenders have not given any written notice in the event of default as per the agreements and the management is in discussions with the Lenders to condone the aforementioned delays. According to the above discussions with the lenders, management is confident that no material impact will be on the Company in respect of the afore-mentioned delays.â

COST AUDITOR

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of the Directors of your Company at its meeting held on the 27^th March, 2024 had appointed M/s J.D & Associates, Cost Accountants, Firm Registration No. 101443, as the Cost Auditor of the Company for a term of 1(One) year, to conduct the audit of Cost records maintained by the Company for the Financial year 2023-24. The Cost Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of your Company at its meeting held on the 27^th March, 2024 had appointed M/s. APAC and Associates LLP, Company Secretaries in Practice, CP No. 7077, for a term of 1(One) year to conduct the audit of Secretarial and related records of the Company for the Financial year 2023-24.

The Secretarial Audit Report for the Financial year ended on the 31^st March, 2024 is annexed herewith marked as Annexure - B to this Report. The Secretarial Audit Report contains observations. Moreover, the Company''s comments are also included in the Report in relation to their observations.

LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE).

Listing fee has been duly paid to NSE and BSE for the Financial year 2024-25.

DISCLOSURES

â¢ Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to your Company.

â¢ Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given

as follows:			(Rs in Lakhs)
Sl.	Particulars	For the Financial year	For the Financial year
No.		ended on 31.03.2024	ended on 31.03.2023
(i)	Expenditure in Foreign Currency
	Travelling expenses	-	-
	Imported Materials	-	-
	Purchase of Material	-	-
	Total	NIL	NIL
(ii)	Earnings in Foreign Currency
	Sale of Flats/Plots/Farms etc.	Nil	Nil

PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197(12) of the Companies Act, 2013 (the âAct'') read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, disclosures pertaining to remuneration and other details as required are provided in Annexure - C to the Director''s Report.

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names of the top ten employees in terms of remuneration drawn and the name employees/ directors who were in receipt of remuneration of Rs. 1.02 Crores or more per annum, if employed for whole of the year or Rs. 8.5 lakhs or more per month if employed for a part of the year are provided in the Annexure -D to the Director''s Report.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a system of rules, guidelines, practices and processes which not only enables it to operate in a manner that meets the ethical legal and business expectations, but also helps it to maximise stakeholders'' value on a sustainable basis.

A report on Corporate Governance together with a certificate received from Mrs. Tanvi Arora, Company Secretary in Practice confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations, as amended, forms the part of this Annual Report.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report is given separately and forms the part of this Annual Report.

SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company (permanent, contractual, temporary and trainees) are covered in this Policy.

Following is the summary of sexual harassment complaints received and disposed off during the calendar year:-

No. of complaints received during the Financial year 2023-24 : Nil

No. of complaints disposed of during the Financial year 2023-24 : Nil

No. of complaints pending as on 31^st March, 2024 : Nil

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 is available on the Company''s website and can be accessed at https://www.ansalapi.com/pdf/Filed-Annual-Return_MGT-7-2023-2024.pdf

VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.

In compliance with Companies Act, 2013 and Rules made there under, Listing Regulations and other applicable laws, the Board of Directors of your Company and its Committee/s at its respective meetings, have duly reviewed and amended the following Policies/ Criteria/Programs, and, the same are available on the website of the Company at i.e. https://www.ansalapi. com/disclosures-under-regulation-46-of-the-lodr.php (APIL Criteria and Policies):-

1. Policy on Preservation of Documents.

2. Corporate Social Responsibility Policy.

3. Board Diversity Policy.

4. Policy on Remuneration of Directors, Key Managerial Personnel & Other Employees.

5. Criteria of making payment to Non-Executive Directors of the Company.

6. Policy for Material Subsidiary Companies.

7. Criteria for Performance Evaluation of Board & Independent Directors.

8. Code of Conduct for Directors (Including Independent Directors) and Senior Management.

9. Vigil Mechanism/ Whistle Blower Policy.

10. Familiarization Program for Independent Directors.

11. Code of Fair Disclosure and Conduct of Ansal Properties and Infrastructure Limited in terms of SEBI (Prohibition of Insider Trading) Regulations 2015.

12. Risk Management / Enterprise Risk Management Policy.

13. Policy on Archival of Events and Information.

14. Policy for orderly succession for appointment to the Board of Directors and senior management.

15. Policy on Related Party T ransactions.

16. Policy for determination of materiality of Events and Information DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION

One Time Settlement (OTS) with Jammu and Kashmir Bank (J&K Bank/ the Bank), a lender forming part of the consortium arrangement (Consortium), was done in the Financial year 2023-24. Details and disclosures about OTS were provided in the various ''Notes to the Account'' of the Un-Audited Financial Results of the Company shared with the stock exchanges from time to time. The difference between the amount of valuation done at the time of OTS and the valuation at the time of availing the loan is not directly attributable in the said case because of the following reasons: (a) the loans / financial facilities availed initially from Jammu & Kashmir Bank were in a Consortium having multiple banks and financial institutions (FIs) but the OTS was done only with one residual bank i.e. J&K Bank; (b) in the interim period, dues of other lender banks & FIs were, in normal course of business, either fully repaid, settled, or expired; (c) during the period of availment and OTS of the loan a lot has changed with respect to the mortgaged immoveable properties (IPs), like, development of projects completed and NOC obtained, or on multiple occasions IPs were either enhanced, reduced, released against payments, or substituted etc. Hence, the valuation of the IPs mortgaged to the Bank, under the Consortium, could not be directly attributed to OTS valuation.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

This is not applicable to the Company.

DIRECTORâS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 of the Companies Act, 2013 (''the Act'') and based on the information

provided by the Management, the Directors hereby state that:

i) in the preparation of the Annual Accounts for the Financial year ended 31^st March, 2024, the applicable Indian Accounting Standards have been followed and no material departures have been made from the same;

ii) the Directors have 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 as on the 31st March, 2024 and of the profit & loss incurred by of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws including applicable Secretarial Standards (SS-1 and SS-2) and that such systems are adequate and operating effectively.

ACKNOWLEDGMENT

We would like to express their sense of gratitude to-

? all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

? all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India connected with the business of the Company for their co-operation and continued support.

? the shareholders, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

The devoted teamwork and professionalism of the employees of the Company and its subsidiaries and the Group, at all levels are also very well appreciated. The employees continue to remain the Company''s most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review and that lie ahead.

Mar 31, 2023

The Directors are pleased to present the 56^th (Fifty Sixth) Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of your Company for the Financial year ended on the 31^st March, 2023.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ALONG WITH STATUS

1. Ansal Properties and Infrastructure Limited (âAPILâ) was admitted into Corporate Insolvency Resolution Process (âCIRPâ) vide Order dated the 16^th November, 2022 passed by the Hon''ble National Company Law Tribunal (''NCLT''), New Delhi Bench, Court-II in the matter of âBibhuti Bhushan Biswas & Ors. Versus M/s Ansal Properties and Infrastructure Limitedâ. Thereafter, Mr. Ashwani Kumar Singla was appointed as the Interim Resolution Professional (âIRPâ) having Registration No. IBBI/IPA001/IP-P02035/2020-21/13122. Shri Ashwani Kumar Singla has been replaced with Shri Jalesh Kumar Grover, as Resolution Professional (âRPâ) having IBBI Registration No. IBBI/IPA-001/IP-P00200/2017-2018/10390 vide NCLT Order dated the 10^th January, 2024.

2. Subsequently, a Company Appeal (AT) (Ins.) No. 41 of 2023 was filed before the Hon''ble National Company Law Appellate Tribunal (âNCLATâ) against the admission order. The Hon''ble NCLAT vide Order dated the 13^th January, 2023 held that the CIRP under the Insolvency and Bankruptcy Code, 2016 (âIBCâ) shall only be confined to the âFemhiN Projectâ situated at District Gurgaon (Haryana).

4. Further kindly note that the Resolution Professional and Directors of the Company have, time to time, taken Legal Opinion/s in respect of above matter/s which clearly opined that the Company was under moratorium and the Board of Directors of the Company were suspended (last opinion sought in the month of June, 2023).

5. Interim Application/s and aforesaid clarification application were disposed of by the Hon''ble NCLAT on the 04^th March, 2024.

6. Due to the initiation of the Corporate Insolvency Resolution Process against the Company on the 16^th November, 2022, the Equity shares of the Company, from time to time, during the Financial year 2022-23, being under IBC -stage 1, were suspended for trading, in compliance of Additional Surveillance Measure for companies as per Insolvency and Bankruptcy Code, 2016 (IBC) and circulars issued by stock exchanges etc.

7. After the closure of the Financial year 2022-23, an Order dated the 20^th October, 2023, under Company Petition no. (IB)- 297(ND)/2023, in the matter of Indian Bank vs. M/s. Ansal Properties and Infrastructure Ltd was passed by Hon''ble National Company Law Tribunal (NCLT), New Delhi Bench, Court-II, in respect of initiation of Corporate Insolvency Resolution Process (CIRP) against âSerene Residency Group Housing Projectâ of Ansal Properties and Infrastructure Limited situated at Sector ETA II, Greater Noida, Uttar Pradesh.

Extension of time for conducting Annual General Meeting of the Company:

The Company has made an application to the Registrar of Companies, Delhi (ROC) on the 23^rd August, 2023 requesting for extension of time, by three months, for holding its Annual General Meeting (AGM) for the Financial year 2022-23. In response to said application, the ROC vide its letter dated the 28^th August, 2023 has granted the said extension. However, due to the Corporate Insolvency Resolution Process w.e.f the 16^th November, 2022, non-clarity of the status of the Board of Directors of the Company and other unavoidable circumstances, the Annual General Meeting could not be held within the extended time period.

COMPANY PERFORMANCE Financial Highlights

(Rs in Lakhs)
Particulars	Consolidated		Standalone
Particulars	2022-23	2021-22	2022-23	2021-22
Sales & Other Income	86,173.39	80,741.89	66,171.89	66,038.72
Profit (Before Interest, Depreciation, Exceptional Items and Taxes)	(38,568.09)	1,603.44	(38,085.03)	4,890.53
Less: Interest Depreciation Exceptional Items	2,841.02 2,943.91 147.74	10,653.46 2,467.38	1437.77 98.24 147.74	5,868.47 110.72 0.00
Profit(Loss) before Tax	(44,500.76)	(11,517.40)	(39,768.78)	(1,088.66)
Less: Provision for taxation	(2,195.04)	(963.64)	(1580.63)	(40.53)
Profit (Loss) after Tax carried to Balance Sheet	(42,305.72)	(10,553.76)	(38,188.15)	(1,048.13)
Share of Profit / (Loss) in Associates / Joint Ventures	-	-	-	-
Other Comprehensive Income (Net of Tax)	29.31	70.31	46.46	71.51
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	(42,276.41)	(10,483.45)	(38,141.70)	(976.62)

RESULTS OF OUR OPERATIONS:Standalone

Net Profit/ Loss for the Financial year 2022-23 stood at Rs. (38,141.70) lakhs as against loss of Rs. (976.62) lakhs in the Financial year 2021-22. The total income including turnover for the Financial year 2022-23 stood at Rs. 66,171.89 lakhs, as compared to Rs. 66,038.72 lakhs for the Financial year 2021-22.

Consolidated

Net Profit/ Loss for the Financial year 2022-23 stood at Rs. (42,276.41) lakhs as against loss of Rs. (10,483.45) lakhs in the Financial year 2021-22. The total income including turnover for the Financial year 2022-23 stood at Rs. 86,173.39 lakhs, as compared to Rs. 80,741.89 lakhs for the Financial year 2021-22.

DIVIDEND

Due to the loss in the Financial year 2022-23, the Board of Directors of your Company have decided not to recommend any dividend for the said Financial year.

TRANSFER TO RESERVES

The Board of Director of your Company has decided not to transfer any amount to the Reserves for the Financial year 202223.

CAPITAL STRUCTURE

During the Financial year 2022-23, there has been no change in the capital structure of the Company.

Allotment of Warrants, convertible into Equity shares of the Company:

Sr. No.	Name of the Allottees	Nos. of Warrants allotted
1	M/s. Orchid Realtech Private Limited (Promoter Group entity).	88,00,000
2	M/s. ICP Investments (Mauritius) Limited Non-Promoters entity (Public)	89,00,000
3	Smt. Geeta Rajpal Non-Promoters (Public)	5,00,000
4	Shri Naveen Bhalla Non-Promoters (Public)	10,00,000
5	Smt. Lata Aggarwal Non-Promoters (Public)	2,00,000
6	Shri Sandeep Kohli, Chairman and Non- Executive and Independent Director Non-Promoters (Public)	11,00,000
7	Dr. Satish Chandra, Non- Executive and Independent Director Non-Promoters (Public)	3,00,000
8	Shri Kulamani Biswal, Non- Executive and Independent Director Non-Promoters (Public)	4,00,000
	Total	2,12,00,000

(hereinafter individually or collectively referred to as âInvestorsâ or âAllotteesâ)

These Warrants were not converted into the Equity shares of the Company before its expiry on the 04^th January, 2024.

The Paid up Share Capital of the Company as on the 31^st March, 2023 is Rs. 78,70,24, 380 divided into 15,74,04,876 Equity shares of Rs. 5/- each.

Cancellation of two Preferential Issues of Equity shares of the Company.A. Issue and allotment up to 74,40,000 Equity shares to certain specified Non-Promoter (Public).

The Board of Directors (âBoardâ) at its meeting held on the 03^rd November, 2022, subject to the approval of the shareholders, had approved the proposal of issue and allotment up to an aggregate of 74,40,000 (Seventy-Four Lakhs and Forty Thousand) nos. of Equity shares of face value of Rs. 5/- (Rupees Five only) each of the Company (âEquity sharesâ) at an issue price of Rs. 27/- (Rupees Twenty-Seven only) (including a premium of Rs. 22/-) per Equity share (âIssue Priceâ), to specified Non-Promoter (Public), by way of preferential issue on a private placement basis, in compliance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, (ICDR Regulations). The shareholders at their Extra Ordinary General Meeting of the Company held on the 28^th November, 2022 had approved the said Preferential Issue. Further, In-principle approvals were received from the National Stock Exchange of India Limited and BSE Limited both dated the 30^th November, 2022.

As no Application for subscription of the Equity shares under aforesaid Preferential Issue was received by the Company

from any of the proposed Allottees, hence the said Preferential Issue was considered as Cancelled/Withdrawn and no further action was taken in that regard. Intimation for cancellation/withdrawal of the said Preferential Issue was also given to Stock Exchanges on the 15^th December, 2022.

B. Issue and allotment upto 1,72,00,000 Equity shares to certain specified Non-Promoter (Public).

The Board of Directors (âBoardâ) at its meeting held on the 19^th October, 2022, subject to the approval of the shareholders, had approved the proposal of issue and allotment up to an aggregate of 1,72,00,000 (One Crore Seventy-Two Lakhs) nos. of Equity shares of face value of Rs. 5/- (Rupees Five only) each of the Company (âEquity sharesâ) at an issue price of Rs. 22/- (Rupees Twenty-Seven only) (including a premium of Rs. 17/-) per Equity share (âIssue Priceâ), to specified Non-Promoter (Public), by way of preferential issue on a private placement basis, in compliance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, (ICDR Regulations). The shareholders'' approval for the said Preferential Issue was received on the 18^th November, 2022, by way of Postal Ballot. Further, In-principle approvals were received from the National Stock Exchange of India Limited and BSE Limited both dated the 17^th November, 2022.

As no Application for subscription of the Equity shares under aforesaid Preferential Issue was received by the Company from any of the proposed Allottees, hence the said Preferential Issue was considered as Cancelled/Withdrawn and no further action was taken in that regard. Intimation for cancellation/withdrawal of the said Preferential Issue was also given to Stock Exchanges on the 05^th December, 2022.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ALONG WITH STATUS:A. Ansal Lotus Melange Projects Private Limited: Joint Venture of APIL

An Order no (IB)- 85(ND)2021 in the matter of M/s G.K Crystal Homes vs. Ansal Lotus Melange Projects Private Limited dated the 07^th April, 2021 has been passed by Hon''ble National Company Law Tribunal (âNCLTâ), New Delhi Bench, Court-III in respect of initiation of Corporate Insolvency Resolution Process (âCIRPâ) against Ansal Lotus Melange Projects Private Limited, a joint venture company of Ansal Properties and Infrastructure Limited and Lotus Township and Infra Developers Private Limited. In view of the order, Mr. Devendra Umrao has been appointed as an Interim Resolution Professional (IRP) having Registration No: IBBIMP-03/IP-N00223/2019-2020/12640 Address: B-43 A, First Floor, Kalkaji, New Delhi - 110019 Email: dev.umrao@gmail.com and Mobile No: 9810045874. The Resolution Plan submitted by Respondent/Successful Resolution Applicant (âSRAâ) namely M/s. Singla Builders and Promoters Limited was approved by the NCLT vide its order dated the 20^th November, 2023.

B. Ansal Urban Condominium Private Limited:

An Order no (IB)- 113(ND)2021 in the matter of M/s Vistra ITCL (India) Limited vs. Ansal Urban Condominium Private Limited dated the 10^th March, 2022 has been passed by Hon''ble National Company Law Tribunal (âNCLTâ), New Delhi Bench, Court-III in respect of initiation of Corporate Insolvency Resolution Process (âCIRPâ) against Ansal Urban Condominium Private Limited, a joint venture company of Ansal Properties and Infrastructure Limited and Landmark Dalmia Group. In view of the said order, Mr. Rajesh Ramnani has been appointed as an Interim Resolution Professional (IRP) having Registration No: IBBI/IPA-002/IP-N00993/2020-21/13187 Email: rajeshramnani2407@gmail.com. Resolution plan/s has been submitted to the Resolution Professional.

DISCLOSURE ON MATERIAL IMPACT OF COVID-19 PANDEMIC ON THE BUSINESS AND OPERATIONS OF THE COMPANY

The outbreak of Coronavirus (COVID -19) pandemic globally and in India has already caused a significant disturbance and slowdown of economic activities. Different variants of COVID-19 have significantly impacted the business operations of the companies, by way of interruption in production, supply chain disruption, unavailability of personnel, closure / lock down of production facilities etc.

During the Financial years 2021 and 2022, COVID-19 has severely hit residential real estate business and the sector has come to a standstill. Currently, the sector is still recovering from the COVID-19 pandemic. 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.

Consequently, the Company business activities have also been affected. The Company will continue to closely monitor any material changes to future economic conditions.

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 31^st March, 2023, 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 2022-23 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 (âListing Regulationsâ), and are forming part of this Annual Report.

FIXED DEPOSITS

As on the 31^st March, 2023, fixed deposits stood at approx. Rs. 83.58 crores as against Rs. 86.24 crores in the previous year. After the Financial year and till the date of this Report, fixed deposits stood at approx. Rs. 80.41 crores.

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 continued and severe downturn in the real estate market, a revised schedule of payment of fixed deposits was approved by the Hon''ble Company Law Board, New Delhi Bench (CLB) vide its Order dated the 30^th December, 2014.

The Fixed Deposit Repayment Scheme as sanctioned by the CLB was modified by the Hon''ble National Company Law Tribunal (NCLT), from time to time, with last modification given vide Order dated the 20^th February, 2020, in terms of which repayment under the said scheme was extended up to the 31^st July, 2020 and the Company was exempted from maintaining Liquid assets till the 31^st March, 2021.

Subsequently, due to ongoing liquidity problems, fresh petition/s had been filed in February, 2022 before NCLT, among others, for requesting NCLT to reduce monthly payments of fixed deposits and its rate of interest.

In compliance to the NCLT Order dated the 10^th February, 2022, notices were published in the different regional newspapers of various states on the 24^th March, 2022 and individual notice was given to depositors whose e-mails ids were available with the Company, to enable them to know about the aforesaid prayers and to file their objections, if any. Objection/s filed by some of the fixed depositors were noted by the NCLT.

Thereafter, the application, in pursuance to the Order of the NCLT dated the 25^th May, 2023, was filed before the Hon''ble National Company Law Appellate Tribunal, Principal Bench, New Delhi (NCLAT), by which the NCLT has specifically directed the Company Secretary of the Company to file an application for seeking necessary directions for making the payments to the Applicant-deposit holders (i.e. whose company petition/s, were pending before NCLT, as on the 25^th May, 2023, for repayment of fixed deposits) as hardship cases. NCLAT has approved the payment of said cases under Hardship on the 18^th August, 2023. Thereafter, the Company has made the payment to said Applicants.

The next date of hearing before NCLT is the 10^th April, 2024.

Further, provisions of Sections 73 to 76 or any other relevant provisions of the Act, whichever is applicable are being complied by the Company during the Financial year 2022-23 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 already filed the exemption application before the NCLT.

Details relating to deposits covered under the aforesaid Rules are as follows:

Deposit accepted during the year: Nil

Remained unpaid or unclaimed (Principal amount) as at the end of the year: Rs. 83.58 (subject to NCLT orders)

Deposit accepted before the 01^st April 2014 is in compliance with the requirements of the Companies Act, 1956 and Rules there under. The Company will make endeavour that all Fixed deposits which are due but not paid shall be paid in compliance with the NCLT orders.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as mentioned in the Report, No Material changes and commitments have occurred between the end of Financial year 2022-23 and the date of this Report which could affect the financial position of the Company except as discussed herein.

DEVELOPMENT IN BUSINESS OPERATIONS / PERFORMANCE

There has been no change in Nature of Business of the Company during the Financial year 2022-23.

During the last 56 years, it had been and presently engaged in the field of housing and real estate business covering development of Hi-Tech and integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, and retail segments. The business is being carried on by the Company on its own as well as through various subsidiaries, associates and collaborations etc. The projects of your Company are located in the Delhi National Capital Region, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab.

SIGNIFICANT AND MATERIAL ORDER PASSED

A. In relation to UP RERA Projects (1) UPRERAPRJ4754 (2) UPRERAPRJ3331 (3) UPRERAPRJ9594 (4) UPRERAPRJ7090 (5) UPRERAPRJ7122, located at Lucknow, has been deregistered by UPRERA and the company has filed the appeal with RERA Appellate Tribunal on various grounds. Next hearing before Appellate Tribunal is awaited due to vacation of court. In respect of project hearing RERA No. UPRERAPRJ 10009-completion has been applied to Lucknow development Authority and information has been given to RERA Authorities. (7) UPRERAPRJ10150-as per direction of RERA Authority, the project audit has been completed by M/s. Asija Associates and the report has been submitted to RERA.

B. The proceedings before the Hon''ble National Green Tribunal, New Delhi (âNGTâ or âHon''ble Tribunalâ) arising out of an Application filed by one Shri Praveen Kakar in September, 2018. The allegations levelled against Ansal Properties & Infrastructure Limited (âCompanyâ) were that the Company was violated environmental laws at Sushant Lok-I, Gurgaon, Haryana.

The NGT vide its Order dated the 05^th February, 2020 directed recovery of environment compensation amounting approx. Rs. 16.72 crores without affording any opportunity to the Company for hearing /clarification with respect to the reports so submitted by the Committee.

Aggrieved by the Order dated the 05^th February 2020, the Company preferred two separate Special Leave Petitions before the Hon''ble Supreme Court. The Hon''ble Supreme Court vide its Order dated the 14^th October, 2020 directed the parties to maintain status quo. Despite the fact that the Hon''ble Supreme Court had directed maintenance of status quo vide its Order dated the 14^th October, 2020, the Central Pollution Control Board again vide its letter dated the 07^thJune, 2022 directed the Company to pay/deposit, a whooping amount of Rs. 100 crores as environment compensation (without any basis).

There has been neither any violation of any environmental laws nor causing of any type of environmental pollution and the matter is already Sub-Judice before the Hon''ble Supreme Court. The Company has already filed the petition before the Hon''ble Supreme Court against the directions in this regard.

REAL ESTATE SECTOR

The real estate market in India was affected by the COVID-19 pandemic. The post-pandemic picture for real estate sector is a paradigm shift from before. The pandemic has reinstated the importance of home ownership and the attitude of customers

towards residential properties has seen a substantial shift. Preference for larger sized apartments, inclination towards reputed developers and a rising demand for townships projects are just some of the emerging trends.

Townships

Details of major projects / townships of your Company are discussed in Management Discussion and Analysis Report which forms a part of this Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 and 125 of the Companies Act, 2013 read with the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/ Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 and other applicable provisions, during the Financial year 2022-23 there was no unclaimed dividend amount or shares that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government.

The Company has appointed, Shri Abdul Sami, General Manager (Corporate Affairs) and Company Secretary, a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company under Investor''s section.

CORPORATE SOCIAL RESPONSIBILITY {CSR}

The Corporate Social Responsibility {CSR} Committee constituted by the Board of Directors {Board} on the 07^th February, 2014, is in consonance with the requirements of the Section 135 of the Companies Act, 2013 and its Rules. The said CSR Committee, inter -alia, has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities. The CSR policy approved by the Board is available on the website of the Company i.e. https://www.ansalapi.com/pdf/Corporate%20Social%20 Responsibilitv%20Policv.pdf

The Composition of the said Committee and other particulars are mentioned in the Corporate Governance Report which forms part of this Annual Report.

Annual Report on the Corporate Social Responsibility Activities for the Financial year ended on the 31^st March, 2023.

The CSR report for the Financial year ended 31^st March, 2023, is attached as Annexure - A to the Boards'' Report.

Your Company collaborates with social, charitable and NGOs which are similarly engaged in pursuit of upliftment of underprivileged sections of the society.

A. EDUCATION

Your Company, through its associates has ushered in the field of education and has built eminent institutes.

B. RESEARCH & RESOURCES CONSERVATION

C. COMMUNITY DEVELOPMENT INITIATIVES

Tree plantations

Construction of roads, sanitation facilities and temples Blood Donation Camps

D. HOUSING FOR ECONOMICALLY WEAKER SECTIONS (âEWSâ) OF THE SOCIETY

E. SENIOR CITIZEN HOME

A plot of 1000 sq.m. was donated in the past to establish a Senior Citizen''s Home in Palam Vihar, Gurugram, Haryana. Free technical and engineering support was provided to build this home called âChiranjiv Karam Bhoomiâ. Several senior citizens are staying in this home which is being run by Divya Chaya Trust comprising Dr. (Mrs.) Kusum Ansal, wife of Shri Sushil Ansal, Promoter of the Company and other members of the Trust.

AUDIT COMMITTEE

INTERNAL FINANCIAL CONTROLS

SUBSIDIARY COMPANIES AND OTHER ASSOCIATE COMPANIES

Your Company has 70 (Seventy) Subsidiary Companies at the end of the Financial year 2022-23.

At the end of the Financial year 2022-23, Ansal Landmark Townships Private Limited, which was a subsidiary of the Company, has transferred its 100 % investment in the Equity shares of Ansal Landmark Townships (Karnal) Private Limited (Ansal Landmark Karnal) on the 31^st March, 2023. Further, Ansal Landmark Karnal has following wholly owned subsidiary companies, therefore, by virtue of above transfer of shares all the following companies, including Ansal Landmark Karnal ceased to be the subsidiaries of the Company:

1. Lilac Real Estate Developers Private Limited

2. Aerie Properties Private Limited

3. Arena Constructions Private Limited

4. Arezzo Developers Private Limited

5. Vridhi Properties Private Limited

6. Vriti Construction Private Limited

7. Sphere Properties Private Limited

8. Sia Properties Private Limited

9. Sarvsanjhi Construction Private Limited

Ansal Urban Condominium Private Limited (AUCPL) is a Subsidiary of Ansal Landmark Township Private Limited, which is a subsidiary of the Company. However due to the provisions of IND-AS, AUCPL (currently under Corporate Insolvency Resolution Process) is treated as Joint Venture Company for consolidation of its financial statements with the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary / associate companies in Form AOC-1 is provided at the end of the Consolidated Financial Statement and hence not repeated in this Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, separate Audited Financial Statements {Standalone and Consolidated, wherever applicable} in respect of each of the subsidiaries / associate companies are posted on the website of the Company (www.ansalapi.com) and shall be kept open for inspection till the date of the Annual General Meeting. It shall also make available these documents upon request by any member of the Company.

A Policy on Material Subsidiary Companies has been formulated {duly amended} and the same is available on the website of the Company i.e. https://www.ansalapi.com/pdf/Policv-for-Material-Subsidiarv-Companies.pdf

BOARD MEETINGS

During the Financial year under review, 06 (Six) meetings of the Board of Directors were duly held on the 26^th May, 2022, 06^th July, 2022,12^th August, 2022, 19^th October, 2022, 03^rd November, 2022 and 12^th November, 2022 and the details of the meetings are covered under the Corporate Governance Report which forms the part of this Annual Report. No Board Meeting was held in the last quarter of Financial year 2022-23 due to the initiation of Corporate Insolvency Resolution Process on the 16^th November, 2022 and non- clarity of the status of Board of Directors of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directorship:

Resignation/End of tenure

Shri Sushil Ansal (DIN: 00002007) vide his resignation letter dated the 23^rd May, 2022 (received by the Company on the 24^thMay, 2022) has resigned from the positions of Chairman & Whole Time Director of Ansal Properties and Infrastructure Limited with immediate effect, due to age factor and deteriorating medical condition. Your Board placed on record their appreciation for the invaluable contributions made by him during his marathon tenure of more than five decades with the Company.

Smt. Jagath Chandra (DIN:07147686), Non-Executive and Independent Director of the Company, was appointed for a term of 03 (three) years from 10^th November, 2020 till the 09^th November, 2023 by the Board of Directors and approved by the Shareholders of the Company on the 28^th September, 2020. Her Second term of appointment was completed, therefore, she ceased to be the Non-Executive and Independent Director of the Company, w.e.f. the 09^th November, 2023.

Shri Kulamani Biswal (DIN: 03318539) Non-Executive and Independent Director of the Company vide his e-mail dated the 31^st January, 2023 has resigned from the position of Non-Executive Independent Director of the Company with immediate effect due to personal and unavoidable circumstances. Shri Kulamani Biswal has not provided confirmation that there is no other material reason other than those provided in his resignation letter dated the 31^st January, 2023.

Dr. Satish Chandra (DIN: 02835841), Non-Executive and Independent Director of the Company, was appointed for a term of 03 (three) years from the 13^th November, 2019 till the 12^th November, 2022 by the Board of Directors and approved by the Shareholders of the Company on the 28^th September, 2020. His term of appointment was completed, therefore, he ceased to be the Non-Executive and Independent Director of the Company, w.e.f. the 12^th November, 2022.

Appointment;

To meet the requirement of optimum combination of Executive and Non-Executive Directors on the Board, your Board of Directors, on the approval of the nomination and remuneration committee, have approved the appointment of: -

1. Shri Anoop Sethi (Din: 01061705) as Whole Time Director and Chief Executive Officer (CEO) of the Company w.e.f. 11^thFebruary, 2022 and re-designation/appointment as Managing Director and CEO of the Company w.e.f. 26^th May, 2022. His appointment and re-designation/appointment were approved by the shareholders on the 14^th March, 2022 and 27^thJune, 2022, respectively, through postal ballots. Due to his resignation he ceased to be Managing Directors and CEO of the Company w.e.f 14^th March, 2023 (as per the recommendation of the nomination and remuneration committee and approved by the Board of Directors at their meeting held on the 23^rd March, 2024) and director of the Company w.e.f the 23^rd March, 2024.

2. Shri Sandeep Kohli (Din: 00300767), as Chairman and Non-Executive and Independent Director of the Company w.e.f the 26^th May, 2022. In the opinion of the Board, Shri Sandeep Kohli fulfils the conditions specified in the Act and the

Companies (Appointment and Qualification of Directors) Rules, 2014 and The Companies (Accounts) Rules, 2014 and Listing Regulations for appointment as Non- Executive Independent Director and he is independent of the Management and Promoters and person of high integrity and possesses required knowledge, expertise, skills and experience etc. His appointment as Chairman and Non-Executive and Independent Director of the Company was approved by the shareholders, by way of passing an Ordinary Resolution, on the 27^th June, 2022 through postal ballot (with more than 99.99 % of the votes were cast in favour of his appointment). However, as per the requirements of Regulation 25(2A) of the LODR Regulation, specifically Special Resolution is required to be passed for his appointment. Therefore, in compliance with the provisions of Regulation 25(2A) of the LODR Regulation, the appointment of Shri Sandeep Kohli, as Chairman and Non- Executive Independent Director, effective w.e.f. the 26^th May 2022, approved by the members on the 27^th June, 2022 was ratified and confirmed w.e.f. the 26^th May 2022 for a period of three consecutive years, by way of passing a Special Resolution on the 28^th September, 2022. Due to his resignation he ceased to be Chairman and Non-Executive and Independent Director of the Company w.e.f 23^rd March, 2024.

3. After the closure of Financial year 2022-23, the following Directors were appointed/re-designated, details of which are given in the Notice of this 56^th Annual General Meeting of the Company:-

Sl. No.	Names and DIN	Date of appointment / Re-designation	Designation
1	Shri Sunil Kumar Gupta (DIN: 06531451)	23^rd March, 2024	Non -Executive and Independent Director
2	Smt. Francette Patricia Atkinson (DIN: 10388863)	23^rd March, 2024	Non -Executive and Independent Woman Director
3	Shri Binay Kumar Singh (DIN:10467660)	23^rd March, 2024	Non -Executive and Independent Director
4	Shri Deepak Mowar (DIN: 02195026)	23^rd March, 2024	Managing Director and CEO
5	Shri Pranav Ansal (DIN: 00017804)	23^rd March, 2024 (Re-designated)	Chairman and Whole Time Director

Declaration by Independent Directors

The Company, for the Financial Year 2022-23, has received the declaration from the Independent Directors, under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations and are not debarred from holding the office of directors pursuant to any SEBI''s Order or any other authority. Moreover, as per their declaration they are not disqualified to become directors under the Act and rules.

Retiring by Rotation and Re-appointment of Director

In terms of Section 152 of Companies Act, 2013 (âActâ) not less than 2/3^rd of the total number of Directors of a public Company shall be persons whose period of office as Directors is liable to determination by retirement by rotation and out of such number of directors, 1/3^rd nos. of directors shall retire from office at every Annual General Meeting. The Independent Directors are to be excluded from the calculations of rotational and non-rotational directors.

In terms of the said provisions of the Companies Act, 2013 and its Rules and the Articles of Association of the Company, Shri Pranav Ansal, Chairman and Whole Time Director is due to retire by rotation at the ensuing AGM. Being eligible He offers himself for re-appointment. The matter of re-appointing him is included in the Notice of this 56^th Annual General Meeting.

Brief profile of the Directors proposed to be appointed/re-appointed is annexed to the Notice of this 56^th Annual General Meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (Listing Regulations), Nomination and Remuneration Committee at their meeting held on the 12^th August 2014 had laid down the criteria for performance evaluation of the Board, its Committees and Directors which was also approved by the Board of Directors. The said criteria have been amended and approved by the Board of Directors at their meeting held on the 12^th August 2021.

Due to the initiation of Corporate Insolvency Resolution Process, the Annual Performance Evaluation of the Board, its Committees and each Director were not carried for the Financial year 2022-23.

The criteria for Performance Evaluation of Board & Independent Directors (duly reviewed), is also available on the website

of the Company i.e. https://www.ansalapi.com/pdf/Model%20Criteria%20For%20Performance%20Evaluation%20of%20 Board%20&%20Its%20%20Committee%20&%20Directors.pdf

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The policy of the Company on Directors'' appointment and remuneration including criteria for determining qualification, skills, positive attributes, independence of Directors and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013 and under listing Regulations (duly reviewed), is also available on the website of the Company https:// www.ansalapi.com/pdf/Policv%20on%20Renumeration%20of%20Directors.%20Kev%20Managerial%20Personnel%20 &%20Qther%20Emplovees.pdf

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial year 2022-23 with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on Materiality of Related Party Transactions, therefore the information required under form no. AQC 2 is Not applicable. The transactions with Related Parties as per requirement of Indian Accounting Standard -24 are disclosed in Notes 63(b) of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors, from time to time, in compliance with the Listing Regulations and Sections 177 and 188 of the Companies Act, 2013 and its Rules and listing Regulations.

RISK MANAGEMENT

The Board has approved the Enterprise Risk Management Policy for Risk Assessment and its Minimization on the 16^th May, 2015 which has been amended , and the same is available on the Company''s website i.e. https://www.ansalapi.com/pdf/ Risk%20Management%20Policv%20or%20Enterprise%20Risk%20management%20ERM%20Policv.pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Policy on Vigil mechanism/ Whistle blower, (duly reviewed), is available on the Company''s website i.e https://www. ansalapi.com/pdf/Vigil-Mechanism-whistle-Blower-Policy .pdf

Auditors and Auditorsâ ReportSTATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s MRKS and Associates (MRKS), Chartered Accountants (ICAI Firm Registration No. 023711N), having registered office at QU-35B, Pitampura, New Delhi 110088, were appointed as the Statutory Auditors of the Company by the members/ shareholders at the Fifty Third (53^rd)Annual General Meeting of the Company held on the 28^th September 2020, for a period of five years i.e. up to the conclusion of Fifty Eight (58^th) Annual General Meeting of the Company to be held in the year 2025.

Section 143(12) of the Companies Act, 2013 and its Rules.

Report

The Notes to Accounts (Standalone), forming part of Balance Sheet as at the 31^st March, 2023 and Profit & Loss Account for the year ended on that date, referred to in the Auditors'' Report, are self-explanatory. However, in terms of clause (f) of subsection (3) of Section 134 of the Companies Act, 2013, the Management''s response/ explanations to certain Emphasize of Matters (EOM''s) /qualifications appearing in the Auditors Report on Accounts (Standalone) for the Financial year ended on the 31^st March, 2023 are as under:

EOMâs

1. âDuring the period under review the Ansal Properties and Infrastructure Limited (âCompanyâ) has not claimed any exemption under section 80 IA(4)(iii) of the Income Tax Act, 1961. The Company had claimed the exemption u/s 80IA(4) (iii) of the Income Tax Act, in respect of its Industrial Park Project at Pathredi, Gurgaon, amounting to Rs. 34.08 crore in the Assessment Year 2010-11. The Competent Authority has not approved the claim of the company. The company has filed Review Petition. Since the Review Petition of the company has been pending for long time, the company has filed Writ Petition before the Hon''ble Delhi High Court. The same has been admitted by the Hon''ble Delhi High Court in W.P. (C) 3848/2021 & CM No.15443/2021 and notice issued to the department. Next date of hearing is 31.01.2024.

2. The company has filed a petition before the Hon''ble National Company Law Tribunal, New Delhi Bench for relief in the scheme of repayment of public deposits sanctioned by the Company Law Board. The Hon''ble National Company Law Tribunal has been pleased to issue notice to all deposit holders. The next date of hearing is the 09.11.2023.

3. Bank-wise details are as under: -

a) In respect of Financial Facilities availed from IL&FS Financial Services (IFIN), an OTS to pay Rs. 109.66 crores as full & final settlement was executed between the Company and IFIN and approval from their competent authorities received vide their order dated 14.10.2022. The Company has paid Rs 5 Crores as per the terms of approval on 20.10.2022. Due to the initiation of CIRP since 16th Nov''22 and imposition of moratorium period on the operation of the Company, payments of balance amounts could not be made.

b) The Company has availed a loan of Rs. 150 Crores from Indian Bank (earlier Allahabad bank), for its project Sushant Serene Residency, located at Greater Noida against which outstanding principal loan amount is Rs. 103.60 crore. The loan account is classified as NPA. The Company had submitted a revised OTS proposal to the Bank and has paid an upfront deposit against the proposed OTS to the Bank. The bank has returned OTS proposal and advised the Company to submit an improved proposal. Indian Bank also has filed a recovery suit & insolvency application under section 7 of IBC Act 2016 against the Company in DRT New Delhi & NCLT New Delhi. The Company''s Serene Residency Group Housing Project at Sector ETA II, Greater Noida has been admitted into Corporate Insolvency Resolution Process [âCIRPâ] vide Order dated 20.10.2023 passed by the Hon''ble National Company Law Tribunal [âNCLTâ], New Delhi Bench, Court-II in the matter of âIndian Bank Versus M/s Ansal Properties and Infrastructure Limited.â

c) Ansal Hi-Tech Townships Limited (AHTL), a subsidiary company, has availed a loan of Rs. 50 crores from Indian Bank against which outstanding principal loan amount is Rs. 43.03 crore against construction of a residential multi-story project located at Dadri, Gautam Buddh Nagar, UP The loan account is classified as NPA. During Sep''23 Indian Bank has approved OTS offer submitted by AHTL for full repayment of bank''s approved OTS amounts by 31^st March''24. Indian Bank also has filed a recovery suit against the Company (as guarantor) in DRT, New Delhi. The next hearing before DRT is 12.02.2024.

d) The Company had availed Working Capital Fund Based Limits of Rs. 31.00 crore and Bank Guaranty facility from Jammu & Kashmir Bank Limited, New Delhi. The fund-based account has been classified as NPA. During Sep''23 Jammu & Kashmir Bank approved OTS offer submitted by the Company for full repayment of bank''s approved OTS amounts by 15th Dec''23. The Jammu & Kashmir Bank has also filed a recovery suit against the Company in DRT, New Delhi. The next hearing before DRT is 29.11.2023.

e) The loan accounts of the Company have been classified as Non- Performing Assets (NPA) by certain banks/ Financial institutions and they have not charged interest on the said accounts. In view of OTS proposals filed with these banks and the expected settlement with banks/Financial institutions, the provision for interest in respect of loans classified as NPA has not been made to the tune of Rs. 41.30 crores in respect of the Company, Rs. 5.85crores in respect of Ansal Hi Tech Township Limited (AHTL) and Rs. 22.94 crores in respect of Ansal API

Infrastructure Limited, are the subsidiary Companies, and therefore to that extent finance costs and loan liabilities have been understated for the period ended 31st March 2023.

f) Ansal API Infrastructure Ltd. (AAIL), a wholly owned subsidiary Company, has availed a term loan of Rs. 390 crores from consortium of banks managed under Pooled Municipal Debt Obligations Facility (PMDO). The present principal outstanding is approx. Rs. 241.20 crore plus overdue / unapplied interest. The account is classified as NPA. AAIL has filed an OTS proposal with Asset Managers of PMDO for full and final settlement of lender''s dues. The Asset Manager to PMDO held Creditor committee and advised member lenders to take up OTS proposal to their respective authorities for approval once Assets Manager would complete the various requirements of lenders in this regard. Vistra ITCL, the trustee of consortium, has filed a recovery suit in DRT, New Delhi against the borrower Company i.e., AAIL and the Company (APIL) in capacity as mortgagor as well as well the Guarantor.

Union Bank of India (UBI), one of the consortium lender bank, has also filed recovery suit against the Borrower Company (i.e. AAIL) in DRT, New Delhi. The next date of the hearing in DRT is 09.11.2023. Earlier Hon''ble NCLT, New Delhi dismissed the application filed by UBI under section 7 of IBC Act 2016 against the borrower Company (AAIL). UBI has filed an appeal against the NCLT Order in and the matter is pending in NCLAT

4. In relation to UP RERA projects (1) UPRERAPRJ4754 (2) UPRERAPRJ3331 (3) UPRERAPRJ9594(4) UPRERAPRJ7090 (5) UPRERAPRJ7122, located at Lucknow, has been deregistered by UPRERA. And the Company has filed an appeal with RERA Appellate Tribunal on various grounds. Next hearing before Appellate Tribunal is awaited due to vacation of Court. (6) In respect of project bearing RERA No UPRERAPRJ10009 - completion has been applied to Lucknow Development Authority and information has been given to RERA authorities. (7) UPRERAPRJ10150 - as per direction of RERA Authority, the project audit has been completed by the M/s. Asija Associates and report has been submitted to RERA.

5. IIRF India Realty Limited - II fund âForeign Investorâ and IL & FS Trust Company Limited (acting as Trustee of IFIN Realty Trust) through its manager IL&FS Investment Managers Limited âIndian Investorâ had invested an amount of Rs. 79.34 Cr in Equity Shares and Compulsorily Convertible Preference Shares (CCPS) of Ansal Townships Infrastructure Limited (ATIL), a subsidiary of the Company. The Company has purchased part of the investment i.e., 40.66% and the remaining part is still pending. The investor has invoked the Arbitration Clause. Further ATIL is settling the Investor.

6. During the quarter ended 30^th September 2018, the Award in the matter of arbitration with Landmark group was pronounced. The Award contemplates joint and several liability of four companies of Ansal Group, including the Company, amounting to Rs. 5,578 lakhs along with interest amounting to Rs. 10,508 lakhs. Petition filed by Ansal Group has been disposed of by Hon''ble High Court vide order dt. 5^th January 2022 with direction to deposit with the Registry of the Court an amount of Rs, 20,000 Lakhs approx. (Rs. 3,099.91 Lakhs earlier deposited with the Hon''ble Court, released to Landmark Group through Order dated 08.08.2023). No provision has been made in the books of accounts for balance amounts. However, the Company has disclosed the same as Contingent Liability. Next course of action is still pending.

7. In the books of Ansal Landmark Township (P) Ltd., a subsidiary of the Company, an amount of Rs. 61.56 crore is

recoverable from M/s. Ansal Landmark (Karnal) Township Pvt. Ltd. Based on management assessment of cash flow of

Karnal Project, there is no impairment in the value of the said recoverable amount.

8. The financial statements of Associate companies are based on management certified accounts.

9. The Corporate Guarantee/s given by Ansal Properties and Infrastructure Limited (âthe Companyâ) in terms of the

applicable provisions of the Companies Act, 2013 and rules made thereunder (âthe Actâ) has been reduced by Rs.

137.13 crores i.e., from Rs. 518.93 crores as on the 31^st March 2022 to Rs. 381.80 crores as on the 31^st March 2023. Further, NOC has been received from YES Bank dated 06.10.2023 resulted further decrease in Corporate Guarantee/s amounting Rs. 99.52 crores.

Qualification

10. The Company had entered into Settlement agreement(s) (''Agreements'') with certain banks/financial Institutions (''the Lenders''). So far the lenders have not given any written notice on event of default as per the agreements and the management is in discussions with the Lenders to condone the aforementioned delays. Pursuant to the above discussions with the lenders, management is confident that no material impact will devolve on the Company in respect of afore mentioned delaysâ

COST AUDITOR

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of the Directors of your Company at its meeting held on the 12^th August, 2022 had appointed M/s J.D & Associates, Cost Accountants, Firm Registration No. 101443, as the Cost Auditor of the Company for a term of 1(One) year, to conduct the audit of Cost records maintained by the Company for the Financial year 2022-2023. The Cost Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of your Company at its meeting held on the 12^th August, 2022 had appointed M/s. APAC and Associates LLP, Company Secretaries in Practice, CP No. 7077, for a term of 1(One) year to conduct the audit of Secretarial and related records of the Company for the Financial year 2022-23.

The Secretarial Audit Report for the Financial year ended on the 31^st March, 2023 is annexed herewith marked as Annexure - B to this Report. The Secretarial Audit Report contains observations. Moreover, the Company''s comments are also included in the Report in relation to their observations.

LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE).

Listing fee has been duly paid to NSE and BSE for the Financial year 2023-24.

DISCLOSURES

â¢ Conservation of energy and technology absorption

â¢ Foreign Exchange Earnings and outgo

(Rs in Lakhs)
Sl.	Particulars	For the Financial year ended on	For the Financial year
No.		31.03.2023	ended on 31.03.2022
(i)	Expenditure in Foreign Currency Travelling expenses
	Imported Materials	-	-
	Purchase of Material	-	-
	Total	NIL	NIL
(ii)	Earnings in Foreign Currency Sale of Flats/Plots/Farms etc.	Nil	Nil

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names of the top ten employees in terms of remuneration drawn and the name employees/ directors who were in receipt of remuneration of Rs. 1.02 Crores or more per annum, if employed for whole of the year or, Rs. 8.5 lakhs or more per month if employed for a part of the year are provided in the Annexure -D to the Director''s Report.

CORPORATE GOVERNANCE

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report is given separately and forms the part of this Annual Report.

SEXUAL HARASSMENT POLICY

Following is the summary of sexual harassment complaints received and disposed off during the calendar year:-No. of complaints received during the Financial year 2022-23 : Nil

No. of complaints disposed of during the Financial year 2022-23 : Nil No. of complaints pending as on 31^st March, 2023 : Nil

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at https://www.ansalapi.com/pdf/Draft-Annual-Return MGT-7 2022-2023.pdf

VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.

In compliance with Companies Act, 2013 and Rules made there under, Listing Regulations and other applicable laws, the Board of Directors of your Company and its Committee/s at its respective meetings held on the 12^th August, 2021, have duly reviewed and amended the following Policies/ Criteria/ Programs, and, the same are available on the website of the Company at i.e. https://www.ansalapi.com/disclosures-under-regulation-46-of-the-lodr.php under the head Statutory Information (APIL Criteria and Policies) Policy for Determination of Materiality of Events/Information.

1. Policy on Preservation of Documents.

2. Corporate Social Responsibility Policy.

3. Board Diversity Policy.

4. Policy on Remuneration of Directors, Key Managerial Personnel & Other Employees.

5. Criteria of making payment to Non-Executive Directors of the Company.

6. Policy for Material Subsidiary Companies.

7. Criteria for Performance Evaluation of Board & Independent Directors.

8. Code of Conduct for Directors (Including Independent Directors) and Senior Management.

9. Vigil Mechanism/ Whistle Blower Policy.

10. Familiarization Program for Independent Directors.

11. Code of Fair Disclosure and Conduct of Ansal Properties & Infrastructure Ltd in terms of SEBI (Prohibition of Insider Trading) Regulations 2015.

12. Enterprise Risk Management.

13. Policy on Archival of Events and Information.

14. Policy for orderly succession for appointment to the Board of Directors and senior management.

The Board of Directors of your Company and its Committee/s at its respective meetings held on the 27^th March, 2024, have duly reviewed and amended the following Policies:-

15. Policy on Related Party Transactions.

16. Policy for determination of materiality of Events and Information DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION

The details of difference between the amount of valuation done at the time of One time settlement (OTS) and the valuation at the time of taking loan is not applicable on the Company as no OTS during the Financial year 2022-23

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

This is not applicable to the Company.

RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 of the Companies Act, 2013 (''the Act'') and based on the information provided by the Management, the Resolution Professional hereby that:

i) in the preparation of the Annual Accounts for the Financial year ended 31^st March, 2023, the applicable Indian Accounting Standards have been followed and no material departures have been made from the same;

ii) the Directors have 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 as on the 31^st March, 2023 and of the profit & loss incurred by of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

ACKNOWLEDGMENT

We would like to express gratitude to-

? all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

? all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

? the shareholders, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

Mar 31, 2018

Dear Members/ Shareholders,

The Directors are pleased to present the 51st (Fifty First) Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended the 31st March, 2018.

COMPANY PERFORMANCE

Financial Highlights (Standalone) (Rs in Lakhs)

Particulars	For the year ended 31.03.2018		For the year ended 31.03.2017
Sales & Other Income		56881.50		68208.72
Profit (Before Interest, Depreciation,		6678.92		5579.72
Exceptional Items and Taxes)
Less : Interest	10170.97		3746.37
Depreciation	331.97		386.56
Exceptional Items	2562.75	13065.69	Nil	4132.93
Profit(Loss) before Tax		(6386.77)		1446.79
Less : Provision for taxation		(2529.53)		556.36
Profit (Loss) after Tax carried to Balance Sheet		(3857.24)		890.43
Other Comprehensive Income (Net of Tax)		25.92		38.95
Add : - Surplus Profit brought
forward from previous year				Nil
Disposable Profit				Nil
APPROPRIATIONS :-
- Proposed Dividend including Dividend Tax		-		Nil
- Transfer to General Reserve		-		-
Debenture redemption Reserve				Nil
Surplus (Deficit) carried to Balance Sheet		(3831.32)		929.37

RESULTS OF OUR OPERATIONS

Net Loss for the year 2017-18 stood at Rs. (3831.32) lakhs as against Profit of Rs. 929.38 lakhs in the year 2016-17. The total turnover including other income for the year 2017-18 stood at Rs. 56881.50 lakhs, as compared to Rs. 68208.72 lakhs for the year 2016-17.

TRANSFER TO RESERVES

During the Financial Year under review, no amount has been transferred to General Reserve.

CAPITAL STRUCTURE

During the Financial Year 2017-18, 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 2017-18 and uncertainties in the real estate sector and so also the imperative need to conserve resources, decided not to recommend any dividend for the said financial year.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time as on 31st March, 2018, 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 2017-18 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 âListing Regulationsâ), are forming part of this Annual Report.

FIXED DEPOSITS

As on the 31st March, 2018, fixed deposits stood at Rs.11033 Lakhs as against Rs. 13267 Lakhs in the previous year.

As already reported earlier, the Company could not to 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 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 National Company Law Tribunal (NCLT), New Delhi for seeking further extension of time for repayment of Fixed Deposits (FDs) payable as there was no improvement in the fund position and the real estate market had remained depressed.

In response thereto, NCLT passed Order/s for repayment of fixed deposits with certain conditions.

As per the Order of the Hon''ble NCLT dated the 31st May, 2018, the requirement to maintain the liquid assets {on or before the 30th April, 2018} as required under the Companies {Acceptance of Deposits} Rules, 2014 has been waived for the financial year 2017-18.

Thereafter, at the various hearings held before the NCLT and at the last hearing held on the 19th July, 2018 NCLT has reviewed the status of its Order Compliance and passed an Order extending the Scheme for further 02 months after which the performance of the Company shall be reviewed by it for considering further extension.

The Company has made payments to the fixed deposit holders in compliance with the fresh proposal approved by the NCLT till June, 2018. The next date of hearing will be on the 06th September, 2018.

The Company is complying with above NCLT Orders. Further, provisions of Sections 73 to 76 or any other relevant provisions of the Act, whichever is applicable are being complied by it.

Details relating to deposits covered under The Companies (Acceptance of Deposits) Rules, 2014 for the Financial Year 201718 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 2017-18 and the date of this Report which could affect the financial position of the Company.

BUSINESS

There has been no change in Nature of Business of the Company during the Financial Year 2017-18.

Pursuant to its mission as well as in practice, your Company is constantly striving to create world class solutions in real estate and uplift the quality of life. Over the five decades it has been engaged in the business of real estate in various facets and in that process, it has been evolving as a professionally managed organization striving for excellence.

During the last 51 years, it had been and presently engaged in the field of housing and real estate business covering development of Hi- Tech and integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, retail and hospitality segments, with a focus on large-scale mixed use developments, particularly in residential projects. The business is being carried on by the Company on its own as well as through various subsidiaries, associates, joint ventures and collaborations etc. As a well-known developer, your Company has several landmark buildings in Connaught Place (CBD of New Delhi) viz. Akash Deep, Surya Kiran, Vikas Minar, Amba Deep, Statesman House etc., and it has established its brand image over long five decades. The projects of your Company are located in the NCR, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab.

Through Management''s Discussion and Analysis Report forming part of the Directors'' Report, your Board has tried to capture broader overview of the Global economic scenario and the Indian economy situation and more particularly the Real Estate Sector prevailing in the Country which have and shall have impact on the nature of Company''s business and generally in the class of business in which the Company has interest.

No significant and material order has been passed by the Regulators or Courts or Tribunal affecting the going concern status and company''s operations in future.

REAL ESTATE SECTOR

Real estate in India is being recognized to drive the economic growth engine of the Country. The Sector, if channelized properly, could catapult the growth of several other sectors in India through its backward and forward linkages.

The entry of major private players in the education sector has created vast opportunities for the real estate sector. Emergence of nuclear families and growing urbanization has given rise to several townships that are developed to take care of the elderly. Growth in the number of tourists has resulted in demand for service apartments. This demand is likely to be on the uptrend and presents opportunities for the unorganized sector.

The real estate sector including construction is a pivotal cog of economic growth for India, as it contributes the third highest share to the Indian economy and is also the third largest employer (after agriculture and manufacturing). With forward and backward linkages to over 250 sectors and ancillary industries, the real estate sector is the third-highest contributor to the economy. It employed over 52 million work-force till 2017, and as per projections is slated to employ over 67 million workforce by 2022.

The Indian real estate market is expected to touch US$ 180 billion by 2020. The housing sector alone contributes 5-6 per cent to the Country''s Gross Domestic Product (GDP). In the Financial years from 2008-2020, the market size of this Sector is expected to increase at a Compound Annual Growth Rate (CAGR) of 11.2 per cent. Retail, hospitality, and commercial real estate are also growing significantly, providing the much-needed infrastructure for India''s growing needs.

Your Company has at present projects under various stages of implementation across residential, commercial, retail and others. It focuses on mixed use development, particularly in residential projects, and, has a leading position in the housing segment, particularly in key cities in northern India. Within the residential asset class, the projects of the Company range from large-scale integrated townships to mixed use and stand-alone detached single and group housing, as well as serviced plots. Your Company continues to follow the strategy of developing integrated townships in key cities in North India.

TOWNSHIPS

The housing industry of India has been one of the fastest growing sectors. Over 51 years, your Company has developed and continues to develop world-class residential townships, complexes, giving facilities to its customers, stakeholders and investors while giving a new dimension to the India infrastructure development.

Townships have become the most sought after property destinations even though the properties located there-in cost higher than the standalone properties. Complexes built in large area of lands with all facilities including schools, hospitals, shopping malls, gymnasium, swimming pool, health spa provide an unique living experience that people demand these days. With these changes in consumer preferences it is but apparent that the townships are the next big thing in the Indian real estate development industry. As land prices show fluctuating movements with tendency of significant escalation in key cities and basic infrastructures lag to balance with increasing populace, real estate property developers are building cities away from the city to facilitate better quality lifestyles.

Details of major projects / townships of your Company are discussed in Management Discussion and Analysis Report which forms a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always been a committed organisation in working towards social causes and meeting the societal expectations and thus ushering in cooperative relationship. With this very notion in mind, the Company now seeks to extend its support towards community service with a public -spirited approach by enhancing the quality of life in the field of healthcare, learning and basic infrastructure facilities to the underprivileged. Through its CSR initiatives, your Company wishes to create a community of goodwill thus enabling itself to reinforce a positive and socially amicable corporate entity.

Your Company aims to actively contribute towards a healthy and harmonious environment in the society and communities around its areas of operation. This allows your Company to enhance corporation from the society it caters.

The Corporate Social Responsibility {CSR} Committee constituted by the Board of Directors {Board} on the 07^th February, 2014, is in consonance with the requirements of the Section 135 of the Companies Act, 2013 and its Rules. The said CSR Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities. In this regard following the recommendation of the said Committee, the Board has approved the cSr policy, on the 16^th May, 2015 {duly amended}, which is also available on the website of the Company i.e. http://www.ansalapi.com/wp-content/uploads/2014/12/Corporate-social-responsibility-policynew.pdf

The Composition of the said Committee and other particulars are mentioned in the Corporate Governance Report which forms part of this Annual Report.

As part of its existing Corporate Social Responsibility (CSR) your Company has since long supported the under-privileged and socially and economically backward sections of the society. This can be seen from many of its social projects in terms of setting up of schools, health care facilities, old age care homes and affordable homes for weaker sections. Your Company collaborates with social, charitable and NGOs which are similarly engaged in pursuit of upliftment of under-privileged sections of the society.

Annual Report on the Corporate Social Responsibility Activities for the Financial Year ended on the 31^st March, 2018.

The CSR report for the financial year ended 31^st March, 2018, is attached as Annexure - A to the Boards'' Report.

A. EDUCATION

Education imparts not just knowledge but nurtures an individual''s evolution for the future. The key factor of knowledge is at core of all development efforts in advancing economic and social well being in an emerging nation like India. Your Company, through its associates/ Trust, has ushered in the field of education and has built eminent institutes like:

- Ansal University

Chiranjiv Charitable Trust (CCT) has setup a University called âAnsal Universityâ under the Haryana Private Universities Act, 2006. Ansal University is dedicated to its mission to nurture scholars who will contribute to society by advancing knowledge and imparting it to new generations of students.

The University has established various schools with a focus on Architecture, Design, Engineering & Management supported by Applied Sciences, Computer Applications, Humanities, and Languages & International Studies. A few unique features of the University are - contemporary curriculum, relevant pedagogy, emphasis on soft skills & trans-disciplinary learning (TDL) by all students across various disciplines.

The students having gone through the transcendental education model have come to the international benchmarks of quality education and are evolving into all-rounded professionals for holistic perspective towards industry and academics.

Brief for various disciplines being taught at University are:

Sushant School of Art & Architecture (SSAA):- Conceived with the objective of combining traditional Indian aesthetics and mode of urban planning with the needs of a modern city space; SSAA not only fulfils this objective but also goes beyond and set its own paradigm. SSAA has completed 27 years of its existence and it has been recognised as one of the top three schools of architecture in the Country.

SSAA has associations with many international universities and institutions such as Massachusetts Institute of Technology, AA School London, University of Bath, Deakin University, Illinios Institute of Technology, Chicago, Lawrence Technology University, Aristotle University, University of British Columbia, University of Melbourne. These international relationships ensure that SSAA is always in dialogue with world community.

Sushant School of Design''s:- Its curriculum is planned and progressed keeping in mind the individual''s potential and abilities for pursuing the courses of interior designing , fashion and textiles designing, product designing, and visual communication.

School of Engineering and Technology:- It is focussing on renewal energies, design and development of sustainable products and processes to enhance manufacturing and its productivity, affordable health care systems and services, future cities and new materials in bio medicine and cooling. It offers courses on computer science engineering, electronics, electrical and communication engineering, mechanical and civil engineering.

School of Management Studies:- It offers management education with futuristic outlook. Courses include on real estate management, health care management, international business, specialisation in retail, insurance, tourism, marketing, finance, hotel management and catering technology.

School of Tourism and Hotel Management:- It has been setup in partnership with World''s No. 1 Hospitality School VATEL from France. The school is offering courses in Hotel Management and Catering Technology.

School of Skill and Entrepreneurial Development (SSED):- It has been set-up with the objective to up-grade skills of unemployed youth to facilitate the supply of skilled manpower, ready to work in Industry. Imparting skills under partnership with NSDC will help the unemployed, particularly the dropout youths in getting job - employment or self employment. SSED organizes on the job training through placement at the Companies under the National Employment Enhancement Mission (NEEM) of AICTE to enhance the employability of the students.

B RESEARCH & RESOURCES CONSERVATION

Scientific Research Program - In this era of technological advancement throughout the World, there is need for development of new technologies. Therefore, your Company has undertaken a scientific research program to bring out innovations in the field of Solar Energy Projects.

In India there is a wide gap between the demand for electricity and its availability leading to load shedding in many areas particularly in rural areas. To plug the gaps small auxiliary power plants are being set up by the governments which are based on gas and oil and make them cost inefficient. The solar thermal systems can provide very efficient and cost- effective alternative for power demands. The project of your Company is expected to yield benefits for the entire Society clubbed with availability of sustainable and clean energy with reasonable costs.

In order to create awareness amongst employees towards environment and resources conservation, your Company organises various camps and has been anchoring green initiatives on a regular basis. The projects of your Company have integrated environment protection, up gradation, conservation, water harvesting, etc. and plantation of trees etc. as a part of the sustainable development.

C DAY CARE CRECHE FACILITIES AT PROJECT SITES

Your Company, through an NGO- ''Mobile Creches'', strives to ensure a healthy and secure childhood for children through quality day care programs aimed at holistic development. This further creates favorable conditions for Women to work at the Company''s project sites by providing them the necessary day care support for their children and providing opportunities for basic schooling skills. Day care programs run for eight hours, six days a week for children as young as newborns to 12 year old, with trained, experienced and caring staff.

D COMMUNITY DEVELOPMENT INITIATIVES

Your Company strongly believes in contributing to and investing in communities in and around its project sites. Under this endeavour, several initiatives have made a lasting impact on the economic, environmental and social conditions of local people. Some such initiatives are:

- Tree plantations

- Adoption of villages connected to project sites of the Company

- Construction of roads, sanitation facilities and temples

- Provision of electricity

- Provision of employment

- Sponsorship of Vocational Training Programmes

- Blood Donation Camps

- Provision of health facilities to poor people

E HEALTHCARE

- Diya India Foundation:- This NGO is engaged for betterment of weaker sections of society. Your Company, through this trust, has been supporting primary school education to the underprivileged children from the slum clusters. Today the foundation has two school buildings - Chetan Vidya Mandir and Chetan Playway School. It is also being planned to conduct regular basic healthcare facilities with assistance in medicines to those in need in villages that have no access to the hospital facility.

- Village Kahma in Punjab:- The welfare and social upliftment of this village and the surrounding areas has been undertaken through Kahma Welfare Committee, a non- profitable organization set up for this purpose. This initiative has been in progress for decades. A hospital in Kahma-Hansraj Government Hospital - in the name of Late Sh. Hans Raj - grandfather of Shri Sushil Ansal, has been set up. The Welfare Committee has been working well in providing medical support to the villagers of Kahma in Punjab and adjoining villages with the support from your Company. Specialized eye camps are organized every year and many are getting benefitted through camp facility.

F HOUSING FOR ECONOMICALLY WEAKER SECTIONS (EWS) OF THE SOCIETY

More than three thousand plots for Economically Weaker Sections of the society, in townships of the Company, are in the process of development. The plots were allotted through open public lottery system at highly subsidised rates with easy interest free instalments. The affordable homes are being developed in the projects in Uttar Pradesh and Rajasthan and it is also proposed to further add to above tally of dwelling units in the affordable housing category in the next few years.

G SENIOR CITIZEN HOME

A plot of 1000 sq. m. has long since been donated to establish a Senior Citizen''s Home in Palam Vihar, Gurgaon. Free technical and engineering support was provided to build this home called Chiranjiv Karam Bhoomi. Several senior citizens are staying in this home which is being run by Divya Chaya Trust comprising Smt. Kusum Ansal and other members of the Trust.

H PROMOTION OF LITERATURE

Kusumanjali Foundation, another social and literary initiative of your Company, a non-profit making company is promoting literary works of budding writes in Hindi and other regional languages. Kusumanjali Foundation has been established by Dr. (Mrs.) Kusum Ansal, the well-known writer and supported by your Company.

A literary charitable organisation known as SAMVAD has been launched. It provides an opportunity for creative writers where their literary works are discussed and analysed. Your Company''s social and charitable initiatives have been giving support for more than twenty years. A collection of the selected works of the members of the Samvad has been compiled into a book for dissemination to public and creative fraternity.

I PROMOTION OF RELIGIOUS AND SPIRITUAL ACTIVITIES

Ethics and principles, which are deep rooted in the Indian philosophy of spiritualism and religious inclinations, are immensely valued. Contributions have been made to religious and spiritual activities from time to time. An extended portion of Chhattarpur Temple in Delhi has been built. Earlier, a donation of five acres of land has been made to ISKCON, where a spiritual learning centre and the construction of temple are already in progress.

AUDIT COMMITTEE

The composition of the Audit committee is covered under the Corporate Governance Report which forms the part of this Annual Report. All the recommendations made by the Audit Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control with reference to financial statements. In this regard, the Board of Directors at their meeting held on the 11^th February, 2015 have noted/approved the policies and procedures adopted by the Company for ensuring an orderly and efficient conduct of its business, including adherence to Company''s policies, the 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.

SUBSIDIARY COMPANIES

During the Financial Year 2017-18, no company has become or ceased to be a Subsidiary, Associate or Joint Venture of the Company.

During the Financial Year 2017-18, your Company have 84 (Eighty Four) Subsidiary companies and 02 (two) Joint Venture companies.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary and joint venture Companies in Form AOC-1 is provided at the end of the Consolidated Financial Statement and hence not repeated in this Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, separate audited financial statement {Standalone and consolidated, wherever applicable} in respect of each of the subsidiaries and joint venture companies shall be kept open for inspection at the Registered Office of your Company during working hours (09.00 A.M to 5.45 P.M.) for a period of 21 days before the date of the Annual General Meeting of the Company. It shall also make available these documents upon request by any member of the Company. The separate audited financial statement in respect of each of the subsidiaries and joint venture companies, is available on the website of your Company at (www.ansalapi.com)

A Policy on Material Subsidiary Companies has been formulated, {duly amended}, and the same is available on the website of the Company i.e. http://www.ansalapi.com/wp-content/uploads/2015/08/APIL-Policy-on-Material-Subsidiary.pdf

BOARD MEETINGS

During the Financial Year under review, 4 (four) meetings of the Board of Directors were held on 29^th May, 2017, 12^th August, 2017, 14^th November, 2017, and 12^th February, 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directorship

During the Financial Year under review, Shri Prem Singh Rana, an Independent Director had resigned from the Directorship of the Company w.e.f. the 08th November, 2017. The Board of Directors had placed on record its appreciation for the valuable services rendered by Shri Prem Singh Rana during his tenure on the Board of the Company.

Change in Company Secretary and Compliance Officer

Shri. Deepak Jain has been appointed as Vice President (Secretarial) & Compliance Officer w.e.f. the 14th August, 2018 and as Company Secretary w.e.f. the 25th September, 2018, in place of Shri. Abdul Sami who has left the services of the company from the closure of working hours on the 13th August, 2018.

Continuation of the directorship of Independent Directors

The Board of Directors at their meeting held on the 13^th August, 2018 has approved the continuation of the directorship of Shri Dharmendar Nath Davar, Shri Prithvi Raj Khanna, Dr. Ramesh Chandra Vaish and Dr. Lalit Bhasin as Non-Executive Independent directors of the Company, who have attained the age of seventy five years (not liable to retire by rotation) for remaining part of their first term {.i.e. till the 28^th September, 2019}, in compliance with the requirements of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Listing Regulations as amended, on the recommendation of the Nomination and Remuneration Committee at their meeting held on the said date. The matter/s of continuation of their directorship as Non- Executive Independent directors, is/are included in the notice of this 51^st Annual General Meeting.

The Company has received the declarations from the said Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations and are not debarred from continuing their directorships pursuant to any SEBI''s Order.

Re-appointment of Shri Pranav Ansal as Vice Chairman and Whole Time Director

Shri Pranav Ansal {DIN: 00017804} was re-appointed as Vice Chairman & Managing Director of the Company for a period of 05 years w.e.f. the 01^st November, 2012 to 31^st October, 2017 by the Board of Directors at their meeting held on the 10^th November, 2012. Shri Pranav Ansal was later re-designated as Vice Chairman & Whole Time Director of the Company w.e.f the 09^th August, 2013. The said re-appointment and re-designation was approved by the shareholders on the 27^th September, 2013, and accordingly the tenure of his appointment has expired on the 31^st October, 2017. In view of this the Board of Directors at their meeting held on the 14^th November, 2017 have approved the reappointment and remuneration of Shri Pranav Ansal as Vice Chairman and Whole Time Director (subject to the approval of the shareholders by way of passing an Ordinary Resolution), the period of whose office shall be liable to determination by retirement by rotation, for a period of five years w.e.f the 01^st November, 2017 to the 31^st October, 2022 in terms of the provisions of the Companies Act, 2013, Rules framed thereunder and the Listing Regulations, on the basis of recommendation of its Nomination and Remuneration Committee at the meeting held on the same date. The matter of granting approval to his reappointment as Vice Chairman and Whole Time Director, is included in the Notice of this 51^st Annual General Meeting.

Retiring by Rotation and Re-appointment of Director

In view of the provisions of the Articles and Association of the Company, Companies Act, 2013 and Rules framed thereunder and in compliance thereto, out of total 8 (Eight) Directors of the Company, 3 (three) Executive Directors shall be the persons whose period of office is liable to determination by retirement of rotation and the balance 5 (five) directors are independent directors who are non- rotational.

In terms of the said provisions of the Companies Act, 2013 and its Rules and the Articles of Association of the Company, Shri Sushil Ansal, Chairman and Whole Time Director, Shri Pranav Ansal, Vice Chairman and Whole Time Director and Shri Anil Kumar, Joint Managing Director and CEO of the Company are due to retire by rotation at the ensuing AGM. Being eligible for re-appointment and they offer themselves for re-appointment. The matters of re-appointing them are included in the Notice of this 51^st Annual General Meeting.

Brief profile of the directors proposed to be appointed/re-appointed is annexed to the Notice convening Annual General Meeting forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (Listing Regulations), Nomination and Remuneration Committee at their meeting held on 12^th August, 2014 had laid down the criteria for performance evaluation of the Board, its Committees and Directors which was also approved by the Board of Directors.The said criteria has been amended and approved by the Board of Directors at their meeting held on 12th August, 2017.

Accordingly, the Annual Performance Evaluation of the Board, its Committees and each Director was carried for the Financial Year 2017-18.

Structured questionnaires were prepared, covering various aspects of the functioning of the Board, its Committees and Individual Directors, which, inter alia, included, diversity of experience, appropriate composition, monitoring of compliances with respect to laws & regulations, demonstration of worthiness, proactiveness in addressing issues, consideration of Internal Audit Report, Management Responses, attendance at the meetings etc.

The members of Board have carried out the evaluation of the Board as a whole, its Committees and of their peer Board members.

The Independent Directors without the presence of Executive Directors (i.e. Non-Independent Directors) and any member of Company management, at their meeting held on the 12^th February, 2018 had reviewed/assessed/ discussed, inter-alia, (1) the performance of Non- Independent Directors (Executive Directors viz. Chairman, Vice Chairman and Joint Managing Director and CEO) and the Board as a whole (2) the performance of the Chairman after taking into consideration the views of Executive and Non-Executive Directors and (3) the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Nomination and Remuneration Committee at its meeting held on the 12^th February, 2018 has carried out evaluation of every Director''s performance and Board as a whole.

The criteria for Performance Evaluation of Board & Independent Directors (duly reviewed), is also available on the website of the Company i.e. http://www.ansalapi.com/wp-content/uploads/2015/08/APIL-Criteria-for-Evaluation-of-ID-Board.pdf

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors'' appointment and remuneration including criteria for determining qualification, positive attributes, independence of Directors and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013, (duly reviewed), is also available on the website of the Company i.e.

http://www.ansalapi.com/wp-content/uploads/2015/08/APIL-Policy-on-Remuneration-Directors-KMP-Employees.pdf CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year 2017-18 with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions. The transactions with Related Parties as per requirement of Indian Accounting Standard -24 are disclosed in Note No. 60(b) of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors, from time to time, in compliance with the Listing Regulations and Sections 177 and 188 of the Companies Act, 2013 and its Rules.

A Policy on Related Party Transactions, {as amended}, specifying the manner and criteria of entering into said transactions has been formulated and the same is available on the website of the Company i.e. http://www.ansalapi.com/apil-criteria-and-policies/

RISK MANAGEMENT

The Board has approved the Enterprise Risk Management Policy for Risk Assessment and its Minimization on the 16^th May, 2015 which has been amended, and the same is available on the Company''s website i.e. http://www.ansalapi.com/wp-content/uploads/2015/08/RISK-MANAGEMENT-POLICY.pdf

Audit Committee/ Board of Directors review the efficacy of the Enterprise Risk Management process, the key risks associated with the business of your Company and the measures in place to mitigate the same. No risk has been identified in the Company which may threaten its existence.

Vigil Mechanism/ Whistle Blower Policy

In compliance with the provisions of the Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Board of Directors have approved the Vigil Mechanism/ Whistle Blower Policy at their meeting held on the 12^th August, 2014. The said policy has been amended and approved by the Board of Directors at their meeting held on the 12th August, 2017.

In exceptional cases, where the Whistle Blower, due to the gravity and seriousness of the concern or grievance or due to his/ her being not satisfied with the outcome of the investigation and the decision, he/she can have personal and direct access to the Chairperson of the Audit Committee.

The status of the complaints under the Vigil Mechanism is placed before the Audit Committee on a quarterly basis. During the year under review, no complaint was received by the Company under Vigil Mechanism/ Whistle Blower Policy.

The Policy on Vigil mechanism/ Whistle blower, (duly reviewed), is available on the Company''s website i.e http://www. ansalapi.com/wp-content/uploads/2015/08/APIL-Whistle-Blower-Policy.pdf

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s S. S. Kothari Mehta & Company, Chartered Accountants, Firm Registration No. 000756N, having their office at 146149 Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi-110065, were appointed as the Statutory Auditors of the Company by the members/shareholders at the Forty Eighth (48^th) Annual General Meeting of the Company held on 30^th September, 2015 for a period of five years i.e. up to Fifty Third (53^rd) Annual General Meeting of the Company to be held in the year 2020. The said appointment is subject to ratification by the members/shareholders at every Annual General Meeting. However, in terms of the Companies (Amendment Act), 2017 w.e.f the 07^th May, 2018, the said ratification is now not required

No fraud has been reported by the Statutory Auditor of the Company in the course of the performance of his duties as Auditor in terms of the provisions of Section 143(12) of the Companies Act, 2013 and it Rules.

Report

The Notes to Accounts, forming part of Balance Sheet as at the 31^st March, 2018 and Profit & Loss Account for the year ended on that date, referred to in the Auditors'' Report, are self explanatory. However, certain observations/ qualifications appearing in the Auditors Report on Accounts for the Financial year ended on the 31^st March, 2018 are as under:

(1) During the year the Company has not claimed any exemption under section 80IA of the Income Tax Act 1961. Exemption amounting to Rs 3,448 Lakhs has been claimed up to the year ended March 31,2011, continuing up to the end of current period, under section 80IA of the income Tax Act, 1961 (âthe Actâ) being tax profit arising out of sale of Industrial park units, pending the notification of the same by Central Board of Direct Tax ( Competent Authority). The Competent Authority has not passed notification under section 80IA (4) (iii) of the Act and hence, rejected the application as filed by the company, against which Review petition has been filed by the company before the Competent Authority. The company has taken the opinion that the Review petition as filed satisfies all the condition specified under Industrial Park scheme,2008 being replaced under Industrial Park (Amendment) scheme, 2010, hence, eligible for notification under section 80IA (4)(iii) of the Act.

(2) The Company is carrying project work in progress of Rs. 11043 lakhs (March 31, 2017: Rs. 11455 lakhs) for Group Housing Project in Greater Noida. The Greater Noida Industrial Development Authority (GNIDA), keeping in view the market conditions, announced a Scheme whereby the developers have an option to accept project on a smaller piece of land equivalent to the amount paid and surrender balance project land subject to certain conditions. Pursuant to this Scheme, a Surrender Deed for the balance project land has been executed with GNIDA. The management is of the view that there is no impairment in the value of land/ project.

(3) The matter regarding repayment of Public Deposits & Interest thereon is under consideration before the Hon''ble National Company Law Tribunal, North Delhi Bench on an application filed by the Company for appropriate extension or relief in the scheme of repayment already sanctioned by Hon''ble Company Law Board and to submit request for waiver of maintenance of requisite liquid assets required in terms of section 73 (2) of the Companies Act 2013 and Deposit Rules and CLB order, which is fixed for hearing on 31^th May 2018.

(4) The Company Prescribed Norms issued by Reserve Bank of India (RBI) and exercise of powers conferred on the Bank under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SREAFAESI), two lender banks of the Company have classified the bank accounts of the Company as Non - Performing Assets (NPA) and have demanded the entire amount of Rs. 19,246 lakhs due towards the banks outstanding excluding interest and penal charges. The Management is of the view that Company is not in agreement with the contention of the lender banks and is in discussions with the lender banks to resolve this matter.

COST AUDITOR

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of the Directors of your Company at its meeting held on 12^th August, 2017 had appointed M/s J.D & Associates, Cost Accountants, Firm Registration No. 101443, as the Cost Auditor of the Company for a term of 1(One) year, to conduct the audit of Cost records of the Company for the Financial Year 2017-2018. The Cost Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of your Company at its meeting held on 12^th August, 2017 had appointed M/s. APAC and Associates, Company Secretaries in Practice, CP No. 7077, for a term of 1(One) year to conduct the audit of Secretarial and related records of the Company for the Financial Year 2017-2018.

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE).

Listing fee has been duly paid to NSE and BSE for the Financial Year 2018-19.

DISCLOSURES

- Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Clause (m) of sub-section (3) of the Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies ( Accounts ) Rules, 2014, is not applicable to your Company.

- Foreign Exchange Earnings and outgo

(Rs in Lakhs)

Sl. No.	Particulars	For the Financial Year ended on 31.03.2018	For the Financial Year ended on 31.03.2017
(i)	Expenditure in Foreign Currency Travelling expenses	4.39	25.22
	Imported Materials	-	-
	Purchase of Material	-	-
	Total	4.39	25.22
(ii)	Earnings in Foreign Currency Sale of Flats/Plots/Farms etc.	Nil	Nil

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names of the top ten employees in terms of remuneration drawn and the name employees/ directors who were in receipt of remuneration of Rs. 1.02 Crores or more per annum, if employed for whole of the year or, Rs. 8.5 lakhs or more per month if employed for a part of the year are provided in the Annexure -D to Director''s Report.

CORPORATE GOVERNANCE

A report on Corporate Governance together with a certificate received from Shri Vivek Arora (CP No. 8255), Company Secretary in Practice confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations as amended forms the part of this Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report is given separately and forms the part of this Annual Report.

SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Work place (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company (permanent, contractual, temporary and trainees) are covered in this Policy.

Following is the summary of sexual harassment complaints received and disposed off during the calendar year:-

No. of complaints received : Nil

No. of complaints disposed off : N.A.

EXTRACT OF ANNUAL REPORT

Extract of Annual Report of the Company are provided in the Annexure -E to Directors'' Report.

VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.

In compliance with Companies Act, 2013 and Rules made there under, Listing Regulations and other applicable laws, the Board of Directors of your Company and its Committee/s have duly reviewed and amended the following Policies/ Criteria/ Programs at their meeting held on 12^th August, 2017, and, the same are available on the website of the Company i.e. www. ansalapi.com

1. Policy for Determination of Materiality of Events/Information

2. Policy on Preservation of Documents

3. Corporate Social Responsibility Policy

4. Board diversity Policy

5. Policy on Related Party Transactions

6. Policy on Remuneration of Directors, Key Managerial Personnel & Other Employees.

7. Criteria of making payment to Non Executive Directors of the Company.

8. Policy for Material Subsidiary Companies.

9. Criteria for Performance Evaluation of Board & Independent Directors.

10. Code of Conduct for Directors (Including Independent Directors) and Senior Management.

11. Vigil Mechanism/ Whistle Blower Policy.

12. Familiarization Program for Independent Directors.

13. Code of fair Disclosure and Conduct of Ansal Properties & Infrastructure Ltd in terms of SEBI (Prohibition of Insider Trading) Regulations 2015

14. Enterprise Risk Management.

15. Policy on Archival of events and information

REAL ESTATE (REGULATION AND DEVELOPMENT) ACT, 2016

âTHE REAL ESTATE (REGULATION AND DEVELOPMENT) ACT, 2016â (the âActâ of âRERAâ) has come into force w.e.f 01^st May, 2017, among others, for the regulation and promotion of the Real Estate Sector and to protect the interest of consumers in that sector. Your Company has applied for registration in respect of all ongoing Projects in the States of Punjab, Haryana, Uttar Pradesh and Rajasthan (where projects of the companies are located) either which have not received completion certificate or which are not exempted for registration under the Rules notified by the Real Estate Regulatory Authorities (RERA) for the said states before the 31^st July, 2017. Majority of the projects of the Company are already registered.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

This is not applicable on the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of sub- section 3(c) Section 134 of the Companies Act, 2013 (''the Act'') and based on the information provided by the Management, Directors hereby state that:

i) in the preparation of the Annual Accounts for the financial year ended 31^st March, 2018, the applicable Indian Accounting Standards have been followed and no material departures have been made from the same;

ii) the Directors have 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 as on the 31^st March, 2018 and of the loss incurred by the Company for the year ended on that date;

iv) the Directors have prepared the annual accounts on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws including Secretarial Standards and that such systems are adequate and operating effectively.

ACKNOWLEDGMENT

Your Directors would like to express their sense of gratitude to-

- all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

- all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

- the shareholders, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

Your Directors also appreciate the devoted teamwork and professionalism of the employees of the Company and its subsidiaries and the Group, at all levels. The employees continue to remain the Company''s most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review and that lie ahead.

For and on behalf of the Board

Regd. Office:

115, Ansal Bhawan

16, Kasturba Gandhi Marg,

New Delhi-110001

CIN L45101DL1967PLC004759 Sd/-

(Sushil Ansal)

Chairman & Whole Time Director

DIN: 00002007

Vishranti 26, Feroz Shah Road,

New Delhi - 110 001

Date: 13th August, 2018

Place : New Delhi

Mar 31, 2016

Dear Members/ Shareholders,

The Directors are pleased to present the 49th (Forty-Ninth) Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2016.

COMPANY PERFORMANCE

Financial Highlights (Standalone) (Rs. in lakhs)

Particulars	For the year ended 31.03.2016		For the year ended 31.03.2015
Sales & Other Income		72,435	-	85,227
Profit (Before Interest, Depreciation,	-		-
Exceptional Items and Taxes)	-	7,745	-	6,557
Less : Interest	2,819	-	2,796	-
Depreciation	574	-	725	-
Exceptional Items	872	4,265	-	3,521
Profit Before Tax	-	3,480	-	3,036
Less : Provision for taxation	-	542	-	841
Profit After Tax carried to Balance Sheet	-	2,938	-	2,195
Add : Surplus Profit brought	-		-	-
forward from previous year	-	NIL	-	NIL
Disposable Profit	-	NIL	-	NIL
APPROPRIATIONS :-	-	-	-
- Proposed Dividend including Dividend Tax	-	NIL	-	NIL
- Transfer to General Reserve	-	NIL		NIL
- Debenture Redemption Reserve	-	NIL	-	NIL
Surplus carried to Balance Sheet	-	2,938	-	2,195

RESULTS OF OUR OPERATIONS

Net Profit for the Financial Year 2015-16 stood at Rs. 2,938 lakhs as against Rs. 2,195 lakhs in the Financial Year 2014-15. The total turnover including other income for the Financial Year 2015-16 stood at Rs. 72,435 lakhs, as compared to Rs. 85,227 lakhs for the Financial Year 2014-15.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

CAPITAL STRUCTURE

During the year under review, there has been no change in the capital structure of the Company.

DIVIDEND

The Board of Directors of your Company, keeping in view the uncertainties in the economic situation of the Country and in particular real estate sector, so also the imperative need to conserve resources, have decided not to recommend any dividend for the Financial Year.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2016, are set out in the Standalone Financial Statements forming part of this report.

CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated Financial Statement of your Company for the Financial Year 2015-16 have been prepared in accordance with the provisions of the Companies Act, 2013 and Rules made there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (hereinafter referred to as the âListing Regulationsâ), forming part of this Annual Report.

FIXED DEPOSITS

As on the 31st March, 2016, fixed deposits stood at Rs.14,180 lakhs as against Rs. 16,024 lakhs in the previous year.

The Company was not able to 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 , therefore the Company had, w.e.f. the 01st April 2014, stopped accepting/renewing fixed deposits.

Further 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 , hence, a revised schedule of payment of fixed deposits was approved by the Hon''ble Company Law Board, New Delhi Bench (CLB) vide its Order dated the 30th December, 2014.

However, due to continuing fund constraints of the Company and downturn in real estate market, another revised schedule of payment of fixed deposits in the form of an application, seeking further extension of time for repayment of fixed deposits had been filed by the Company before the CLB under Sections 73 and 74 of the Companies Act, 2013 read with Regulations 43 and 44 of the Company Law Board Regulations, 1991 on the 09th February, 2016.

CLB had further approved extension of time for repayment of fixed deposits with certain conditions, vide Order dated the 28th April, 2016. The Company is in process of complying with said CLB Orders. Moreover, provisions of Sections 73 to 76 or any other relevant provisions of the Act, as applicable, are being complied by the Company. Subsequent to this another application for extension of time for repayment of deposits has been filed before the National Company Law Tribunal, New Delhi Bench on the 04th August, 2016.

Details relating to deposits covered under The Companies (Acceptance of Deposits) Rules, 2014 for the Financial Year 2015-16 are as follows:

- Deposit accepted during the year: Nil

- Deposit remained unpaid/unclaimed at the end of the year : Rs. 1,825 lakhs

- The Company was unable to make repayment of deposits /interest as per schedule mentioned in the Fixed Deposit Schemes and order of CLB dated the 30th December, 2014, details of which are as follows:

Particulars	Number of Cases	Amount Involved
At the beginning of the year	N.A	N.A
Maximum during the year	1686	Rs. 1,825 lakhs
At the end of the year	1686	Rs. 1,825 lakhs

- All the deposits accepted before the 01st April, 2014 are in compliance with the requirements of the Companies Act, 1956.

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 of the Company and the date of this Report, which could affect the financial position of the Company.

BUSINESS

There has been no change in Nature of Business of the Company during the Financial Year 2015-16.

Pursuant to your Company''s mission as well as in practice, it is constantly striving to create world class solutions in real estate and uplift the quality of life. Over the decades it has been engaged in the business of real estate in various aspects and in that process it has been evolving as a professionally managed organization striving for excellence. It is one of the foremost real estate development companies in India with well over four decades of real estate development experience.

During the last 49 years, it had been and presently engaged in the field of housing and real estate business covering development of Hi-Tech and integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, retail and hospitality segments, with a focus on large-scale mixed use developments, particularly in residential projects. The business is being carried on by the Company on its own as well as through various associates, joint ventures and collaborations. As a well-known developer, your Company has several landmark buildings in Connaught Place (CBD of New Delhi) viz. Akash Deep, Surya Kiran, Vikas Minar, Amba Deep, Statesman House etc., and it has established its brand image over long decades. The majority of its projects are located in the NCR, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab.

Through Management Discussion and Analysis Report forming part of the Directors'' Report, your Board has tried to capture broader overview of the Global economic scenario and the Indian economy situation and more particularly the Real Estate Sector prevailing in the Country, which have and shall have impact on the nature of Company''s business and generally in the class of business in which the Company has interest.

No significant and material order has been passed by the Regulators or Courts or Tribunal impacting the going concern status and Company''s operations in future.

REAL ESTATE SECTOR

In the Indian economy, the Real Estate Sector is a critical sector. It is a significant driver of economic growth as it has a huge multiplier effect on the economy. The Indian real estate sector has been a major beneficiary of the strong economic growth witnessed in India since the year 2000. The growth in the sector, supported by series of reforms, has not only resulted in significant residential and commercial real estate, but also complemented the development of physical and social infrastructure of the country.

India''s Real Estate market is expected to increase seven times by the year 2028 i.e. to reach US$ 853 billion from US$ 121 billion in the year 2013. During this period Real Estate contribution to India''s gross domestic product (GDP) is estimated to increase to about 13 percent on the back of increasing industrial activity, improving income level and urbanization.

The entry of major private players in the Education Sector has created vast opportunities for the Real Estate Sector. Emergence of nuclear families and growing urbanization has given rise to several townships that are developed to take care of the elderly.

Real Estate in India is being recognized to drive the economic growth engine of the Country. The Sector, if channelized properly, could catapult the growth of several other sectors in India through its backward and forward linkages.

Your Company has at present projects under various stages of implementation across residential, commercial, retail and others. It focuses on mixed use development, particularly in residential projects and has a leading position in the housing segment, particularly in key cities in northern India. Within the residential asset class, the projects of the Company range from large-scale integrated townships to mixed use and stand-alone detached single and group housing, as well as serviced plots. Your Company continues to follow the strategy of developing integrated townships in key cities in North India.

Townships

The housing industry of India has been one of the fast growing sectors. Over 49 years, your Company has developed and continues to develop world-class residential townships, complexes, giving facilities to its customers, stakeholders and investors while giving a new dimension to the India infrastructure development.

Townships are the next big such thing in the Indian real estate development industry; it seems, with a quiet growth in the number of township development projects that merge in a lot of things to make grand realty projects successful and sustainable. The Union Budget 2015-16 has also mentioned that by 2022, Government aims to provide a roof for each family in India. Roof for each family in India by 2022 will require 200 lakhs houses in urban area and 400 lakhs houses in rural area.

The township development in India has entered into a growing trend. A trend that has played an essential role in opening the gates for the development of integrated townships across the Country that offers their residents the quality lifestyle tailored to suit every budget. Your Company has pioneered and steered such development and is already developing and promoting fully Hi-tech and integrated townships in a significant manner.

Details of major projects / townships of your Company are discussed in Management Discussion and Analysis Report which forms a part of this Annual Report.

NOTABLE ACCOLADES RECEIVED DURING THE YEAR

- Shri Sushil Ansal, Chairman of the Company has been conferred with the following Accolades:

- âLifetime Achievement Awardâ from Golden Peacock Award.

- âLifetime Achievement Awardâ at Estate Avenues, 3rd North India Award

- Awarded as one of the â10 Most Visionary Business leaderâ by Dainik Jagran Group.

^ Your Company/Group has been conferred the following Awards:

- Ansal University has been awarded the best âHotel Management course in India with International Tie-up Vatelâ

- âESENCIAâ at Gurgaon has been awarded â3 Star Rating" by GRIHA(Green Rating for Integrated Habitat Assessment).

- Country Inn & Suites, Ajmer has received an award for âExcellent Performanceâ in the city by Goibibo.

- Company has been awarded a Certificate of Appreciation by ''New & Renewable Energy Development Agency'', Govt. of Uttar Pradesh and CII for Roof Top Solar Panels installed by us at Ansal Plaza, Greater Noida.

- âDeveloper of the Year Awardâ - Uttar Pradesh at Estate Avenues, 3rd North India Award.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always been a committed organization in working towards a social causes and meeting the societal expectations and thus ushering in cooperative relationship. With this very notion in mind, the Company now seeks to extend its support towards community service with a public spirited approach by enhancing the quality of life in the field of healthcare, learning and basic infrastructure facilities to the underprivileged. Through its CSR initiatives, your Company wishes to create a community of goodwill thus enabling itself to reinforce a positive and socially amicable corporate entity.

The Corporate Social Responsibility Committee constituted by the Board of Directors (''Board'') on the 07th February, 2014, is in consonance with the requirements of the Section 135 of the Companies Act, 2013 and its Rules. The said CSR Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities. In this regard following the recommendation of the said Committee, the Board has approved the CSR policy, on the 16th May, 2015 which is also available on the website of the Company i.e. http://www.ansalapi.com/wp-content/uploads/2014/12/Corporate-social-responsibility-policynew.pdf

The Composition of the said Committee and other particulars are mentioned in the Corporate Governance Report which forms part of this Annual Report.

As part of its existing Corporate Social Responsibility (CSR), your Company has since long supported the under-privileged and socially and economically backward sections of the society. This can be seen from many of its social projects in terms of setting up of schools, health care facilities, old age care homes and affordable homes for weaker sections. Your Company collaborates with social, charitable and NGOs which are similarly engaged in pursuit of upliftment of under-privileged sections of the society.

Annual Report on the Corporate Social Responsibility Activities for the Financial Year ended on the 31st March, 2016.

The CSR report for the financial year ended 31st March, 2016 is attached as Annexure - A to the Directors'' Report

A. EDUCATION

Education imparts not just knowledge but a sense of perception, patience and most importantly nurtures an individual''s evolution for the future. The key factor knowledge is at core of all development efforts in advancing economic and social well being in an emerging nation like India.

Your Company, through its associates/ Trust, has ushered in the field of education and has built eminent institutes like:

- Chiranjiv Bharti Schools

Your Company, under the aegis of Chiranjiv Charitable Trust (CCT), set up in 1976, has been running two Chiranjiv Bharti schools, in Gurgaon, one in Palam Vihar and the other in Sushant Lok . CCT has entrusted the running and management of these schools to some other reputed charitable organisation w.e.f. April 2016. Currently over 3500 students are studying in these schools.

- Ansal University

The University has established various schools with a focus on Architecture, Design, Engineering & Management supported by Applied Sciences, Computer Applications, Humanities, and Languages & International Studies. A few unique features of the University are - contemporary curriculum, relevant pedagogy, emphasis on soft skills & trans- disciplinary learning (TDL) by all students across various disciplines.

More than 1000 students in different programmes were admitted in the session 2015-16, which is a testimony to the acceptance of the quality education being provided by Ansal University.

The students having gone through the transcendental education model have come to the international benchmarks of quality education and are fast turning into all-rounded professionals for holistic perspective towards industry and academics.

Brief for various disciplines being taught at University are:

Sushant School of Art & Architecture (SSAA):- Conceived with the objective of combining traditional Indian aesthetics and mode of urban planning with the needs of a modern city space; SSAA not only fulfils this objective but also goes beyond and set its own paradigm. SSAA has completed 25 years of its existence and it has been recognized as one of the top three schools of architecture in the Country.

SSAA has associations with a number of international universities and institutions such as Massachusetts Institute of Technology, AA School London, University of Bath, Deakin University, Illinios Institute of Technology, Chicago, Lawrence Technology University, Aristotle University, University of British Columbia, University of Melbourne. These international relationships ensure that SSAA is always in dialogue with world design community.

Sushant School of Designs:- Its curriculum is planned and progressed keeping in mind the individual''s potential and abilities for pursuing the courses of interior designing , fashion and textiles designing, product designing and visual communication.

School of Management Studies:- It offers management education with futuristic outlook. Courses include on real estate management, health care management, international business, specialization in retail, insurance, tourism, marketing, finance, hotel management and catering technology.

School of Skill and Entrepreneurial Development:- It has been set-up with the objective to up-grade skills of unemployed youth to facilitate the supply of skilled manpower, ready to work in Industry. Imparting skills under partnership with NSDC will help the unemployed, particularly the dropout youths in getting job - employment or self employment. SSED will organize on the job training through placement at the Companies under the National Employment Enhancement Mission (NEEM) of AICTE to enhance the employability of the students.

- Ansal Institute of Technology & Management, Lucknow

Ansal Institute of Technology and Management (AITM):- Ansal Technical Campus at Sushant Golf City, Lucknow has been set up by the Sushil Ansal Foundation. Affiliated to Gautam Buddh Technical University, Lucknow, it is one of the premier institutions in the field of technical and management education and the only Institute in the region approved by the AICTE to conduct International Twinning Program B. Tech. (Electrical & Computer Engineering) both at undergraduate and postgraduate levels in engineering, in foreign collaboration with Valparaiso University and in association with G. B. Technical University, Lucknow. The objective of the Institute is to generate creative professionals, who can contribute not only to the human resource development but also to the Nation building exercise.

B. RESEARCH & RESOURCES CONSERVATION

Scientific Research Program - In this era of technological advancement throughout the World , there is need for development of new technologies. Therefore your Company has undertaken scientific research program to bring out innovations in the field of Solar Energy through a project.

In India there is a wide gap between the peak and base demand for electricity leading to load shedding in rural areas. The small auxiliary power plants being set up by the Governments are based on gas and oil which make them cost inefficient. The solar thermal systems can provide very efficient and cost effective alternative for meeting power demands. This Project of your Company is expected to give benefits to the entire Society by way of availability of sustainable and clean energy with reasonable costs.

In order to create awareness amongst employees towards environment and resources conservation, your Company organizes various camps and has been anchoring green initiatives on a regular basis. The projects of your Company have integrated environment protection, up gradation, conservation, water harvesting, and plantation of trees, etc. as a part of the sustainable development.

C. DAY CARE CRECHE FACILITIES AT PROJECT SITES

Your Company, through an NGO- ''Mobile Creches'', strives to ensure a healthy and secure childhood for children through quality day care programmes aimed at holistic development. This further creates favorable conditions for Women to work at the Company''s project sites by providing them the necessary day care support for their children and providing opportunities for basic schooling skills. Day care programs run for eight hours, six days a week for children as young as newborns to 12 year old, with trained, experienced and caring staff.

D. COMMUNITY DEVELOPMENT INITIATIVES

- Tree plantations

- Adoption of villages connected to project sites of the Company

- Construction of roads, sanitation facilities and temples

- Provision of electricity

- Provision of employment

- Sponsorship of Vocational Training Programmes

- Blood Donation Camps

- Provision of health facilities to poor people

E. HEALTHCARE

- Shanti Sahyog:- This NGO is engaged in carrying out its health care and vocational training programmes in and around Delhi for more than the last six years. Help has been extended to Shanti Sahyog in renovating and re-starting a dysfunctional health centre in Kalkaji, New Delhi. The health centre provides free preventive and curative health care, with a focus on women''s health. It caters to more than 850 families that reside in the nearby slum areas, in addition to those living in poverty and deprivation in areas in and around Kalkaji. This health centre also supports a vocational training centre where women are taught income generating skills by professional teachers such as tailoring, designing and embroidery to make them economically self reliant.

- Village Kahma in Punjab:- The welfare and social upliftment of this village and the surrounding areas has been undertaken through Kahma Welfare Committee, a non profitable organization set up for this purpose. This initiative has been in progress for decades. A hospital in Kahma-Hansraj Government Hospital - in the name of Late Sh. Hans Raj - grandfather of Shri Sushil Ansal, has been set up. The Welfare Committee has been working well in providing medical support to the villagers of Kahma in Punjab and adjoining villages with the support from your Company. Specialized eye camps are organized every year and many are getting benefitted through camp facility.

F. HOUSING FOR ECONOMICALLY WEAKER SECTIONS (EWS) OF THE SOCIETY

More than three thousand plots for Economically Weaker Sections of the society, in townships of the Company, are in the process of development. The plots were allotted through open public lottery system at highly subsidized rates with easy interest free installments. The affordable homes are being developed in the projects in Uttar Pradesh and Rajasthan and it is also proposed to further add to above tally of dwelling units in the affordable housing category in the next few years.

G. SENIOR CITIZEN HOME

H. PROMOTION OF LITERATURE

Kusumanjali Foundation, another social and literary initiative of your Company, a non-profit making company is promoting literary works of budding writes in Hindi and other regional languages. Kusumanjali Foundation is established by Dr. (Mrs.) Kusum Ansal, the well known writer and supported by your Company.

The Foundation has instituted an Annual Award titled âKusumanjali Sahitya Samaanâ to honour the creative writers, under whose auspices, it has felicitated the literary contribution of two eminent writers, one each in Hindi and one regional language. Every year the Foundation will, as enunciated, honour the literary works written in Hindi and other regional languages. The award winners will also receive a cheque of Rs. 250,000, the citation, a shawl and the award statue.

Your Company has launched SAMVAD - a literary charitable organization. It provides an opportunity for creative writers where their literary works are discussed and analyzed. Your Company''s social and charitable initiatives have been giving support for more than twenty years. A collection of the selected works of the members of the Samvad has been compiled into a book for dissemination to public and creative fraternity.

I. PROMOTION OF RELIGIOUS AND SPIRITUAL ACTIVITIES

Ethics and principles, which are immensely deep rooted in the philosophy of spiritualism and religious inclinations, are valued. Contributions have been made to religious and spiritual activities from time to time. An extended portion of Chhattarpur Temple in Delhi has been built. Earlier, a donation of five acres of land has been made to ISKCON, where a spiritual learning centre and the construction of temple are already in progress.

AUDIT COMMITTEE

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control system. In this regard, the Board of Directors at their meeting held on the 11th February, 2015 have also noted/approved the policies and procedures adopted by the Company for ensuring an orderly and efficient conduct of its business, including adherence to Company''s policies, the 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.

SUBSIDIARY COMPANIES

During the Financial Year 2015-16, your Company has not done any direct investment in the securities of other companies. However, Ansal Colours Engineering SEZ Ltd. (ACESL), which is subsidiary of the Company, has purchased 50% Equity Share Capital of M/s. Ansal Seagull SEZ Developers Limited (ASSDL), consequently the Company along with its Subsidiary ACESL controls more than 50% of the share capital of ASSDL, thus ASSDL has become the Subsidiary of the Company.

Accordingly, as on the 31st March, 2016, the number of subsidiaries of the Company has increased from sixty seven (67) to sixty eight (68).

During the Financial Year, no Company has ceased to be a subsidiary of the Company. However, the following Companies ceased to be Joint venture/ Associate of the Company

- Companies ceased to be Joint Venture of the Company:

1. Ansal Mittal Township Private Limited

2. Ansal Seagull SEZ Developers Limited

- Companies ceased to be Associates of the Company:

1. Star Estates Management Limited

2. Ansal API Power Limited

3. Ansal API Affordable Homes Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiaries and joint venture in Form AOC-1 is provided at the end of the Consolidated Financial Statement and hence not repeated in the Directors'' Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, separate Audited Financial Statements in respect of each of the subsidiaries and joint venture companies shall be kept open for inspection at the Registered Office of the Company during working hours (9.00 A.M to 5.45 P.M.) for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate Audited Financial Statements in respect of each of the subsidiaries and joint venture companies is available on the website of your Company at www.ansalapi.com

A Policy on Material Subsidiary Companies has been formulated and the same available on the website of the Company i.e. http://www.ansalapi.com/apil-criteria-and-policies/

BOARD MEETINGS

During the Financial Year under review, 4 (four) meetings of the Board of Directors were held on 16th May, 2015, 11th August, 2015, 09th November, 2015, and 11th February, 2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directorship

During the Financial Year under review, there has been no change in the directorship of the Company.

Change in Company Secretary and Compliance officer

Shri Abdul Sami, Assistant Company Secretary has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 01st September, 2015 in place of Shri Amitav Ganguly who has left services of the Company from the closure of working hours on the 31st August, 2015.

Appointment of Chief Financial Officer

Shri Sunil Kumar Gupta, acting Chief Financial Officer, has been promoted/ re-designated as Vice President (Finance & Accounts) & CFO of the Company w.e.f. the 01st February, 2016.

Retiring by Rotation and Re-appointment of Director

In terms of Section 152 of Companies Act, 2013 (âthe Actâ) not less than 2/3rd of the total number of Directors of a Public Company shall be persons whose period of office as Directors is liable to determination by retirement by rotation and out of such number of Directors, 1/3rd nos. of Directors shall retire from office at every Annual General Meeting. The Independent Directors are to be excluded from the calculations of rotational and non-rotational Directors.

In view of the provisions of the Articles and Association of the Company, Companies Act, 2013 and Rules framed there under and in compliance thereto, out of total 9 (Nine) Directors of the Company, 3 (three) Executive Directors shall be the persons whose period of office is liable to determination by retirement of rotation and the balance 6 (six) directors are Independent Directors who are non rotational.

Kumar, Joint Managing Director and CEO of the Company are due to retire by rotation at the ensuing AGM. Being eligible for re-appointment, they offer themselves for re-appointment. The matter of re-appointing them are included in the Notice of this 49th Annual General Meeting.

Declaration by Independent Directors

The Company has received the declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria laid down under Section 149(6) of the Companies Act, 2013.

PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEE AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {Listing Regulations} (erstwhile Listing Agreement), Nomination and Remuneration Committee at their meeting held on 12th August, 2014 had laid down the criteria for performance evaluation of Board and Independent Directors which was also approved by the Board of Directors.

Accordingly, the Annual Performance Evaluation of the Board, its Committees and each Director was carried for the Financial Year 2015-16.

Structured questionnaires were prepared, covering various aspects of the functioning of the Board, its Committees and Individual Directors, which, inter-alia, included, diversity of experience, appropriate composition, monitoring of compliances with respect to laws & regulations, demonstration of worthiness, proactiveness in addressing issues, consideration of Internal Audit Report, Management Responses, attendance at the meetings etc.

The members of Board have carried out the evaluation of the Board as a whole, its Committees and of their peer Board members.

The Non-Executive Independent Directors without the presence of Executive Directors (i.e. Non-Independent Directors) and any member of Company management, at their meeting held on the 11th February, 2016 had reviewed/assessed/ discussed, inter-alia, (1) the performance of Non-Independent Directors (Executive Directors viz. Chairman, Vice Chairman and Joint Managing Director and CEO) and the Board as a whole (2) the performance of Chairman after taking into consideration the views of Executive and Non-Executive Directors and (3) the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Nomination and Remuneration Committee at its meeting held on the 11th February, 2016 has carried out evaluation of every Director''s performance and Board as a whole.

The criteria for Performance Evaluation of Board & Independent Directors is also available on the website of the Company i.e. http://www.ansalapi.com/wp-content/uploads/2015/08/APIL-Criteria-for-Evaluation-of-ID-Board.pdf POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors'' appointment and remuneration including criteria for determining qualification, positive attributes, independence of Directors and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013, is available on the website of the Company i.e. http://www.ansalapi.com/apil-criteria-and-policies/

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis. During the Financial Year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions. The transactions with Related Parties as per requirement of Accounting Standard No. 18 of ICAI are disclosed in Note No. 50 of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors from time to time in compliance with the Listing Regulations and Sections 177 and 188 of the Companies Act, 2013 and its Rules.

A Policy on Related Party Transactions specifying the manner and criteria of entering into said transactions has been formulated and the same is available on the website of the Company i.e. http://www.ansalapi.com/apil-criteria-and-policies/

RISK MANAGEMENT

The Risk Management Committee was constituted by the Board on the 14th May, 2014 in consonance with the requirements of the erstwhile Clause 49 of the Listing Agreement. The Board has approved the Enterprise Risk Management Policy for Risk Assessment and its Minimization on the 16th May, 2015 and the same is available on the Company''s website i.e. http:// www.ansalapi.com/apil-criteria-and-policies/

However, Risk Management Committee has been dissolved by the Board of Directors at their meeting held on the 11th February, 2016 pursuant to Regulation 21 of Listing Regulations the requirement to constitute Risk Management Committee being applicable only to Top 100 Listed entities, determined on the basis of market capitalization, as at the end of the immediate previous Financial Year; the Company does not fall within the aforesaid criteria.

Audit Committee/ Board of Directors reviews the efficacy of the Enterprise Risk Management process, the key risks associated with the business of your Company and the measures in place to mitigate the same. No risk has been identified in the Company which may threaten its existence.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations (erstwhile Clause 49 of the Listing Agreement), the Board of Directors have approved the Vigil Mechanism/ Whistle Blower Policy at their meeting held on the 12th August, 2014.

The Policy on Vigil mechanism/ Whistle blower is available on the Company''s website i.e http://www.ansalapi.com/apil-criteria-and-policies/

AUDITORS AND AUDITORS'' REPORT

STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s S. S. Kothari Mehta & Company, Chartered Accountants, Firm Registration No. 000756N, having their office at 146149 Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi-110065, were appointed as the Statutory Auditors of the Company by the members/shareholders at the Forty Eighth (48th) Annual General Meeting of the Company held on 30th September, 2015 for a period of five years i.e. up to Fifty Third (53rd) Annual General Meeting of the Company to be held in the year 2020. The said appointment is subject to ratification by the members/shareholders at every Annual General Meeting.

The Board of your Company recommends the ratification of appointment of M/s S.S. Kothari Mehta & Company, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Fiftieth AGM of the Company to be held in the year 2017 at a remuneration to be decided by the Board. The matter of ratification of appointment of Statutory Auditor is included in the notice of this 49th Annual General Meeting.

Report

The Notes to Accounts, forming part of Balance Sheet as at the 31st March, 2016 and Profit & Loss Account for the year ended on that date, referred to in the Auditors'' Report, are self explanatory. However, in terms of sub section (3f) of Section 134 of the Companies Act, 2013 (âthe Actâ), the Management''s response/ explanations to certain observations/ qualifications appearing in the Auditors Report on Accounts for the Financial year ended on the 31st March, 2016 are as under:

i) During the period under review the Company has not claimed any exemption under section 80 IA of the Income Tax Act, 1961. Exemption amounting to Rs. 3,448 lakhs has been claimed upto the year ended 31st March, 2011 under section 80 IA of the Income Tax Act, 1961 being tax profits arising out of sale of Industrial Park units, pending the notification of the same by Central Board of Direct Taxes (Competent Authority). The Competent Authority has not passed notification under section 80 IA (4) (iii) of the Act and, hence, rejected the application as filed by the Company, against which Review Petition has been filed by the Company before the Competent Authority. The Company has taken the opinion that the Review Petition as filed satisfies all the conditions specified under Industrial Park Scheme, 2008 being replaced under Industrial Park (Amendment) Scheme, 2010, hence, eligible for notification under section 80 IA (4) (iii) of the Act.

ii) The Auditors of the Company have drawn attention to the fact that the Company is carrying project inventory of Rs.18,192 Lakhs for Group Housing Project in Greater Noida. The Greater Noida Industrial Development Authority (GNIDA), keeping in view the market conditions, announced a Scheme whereby the developers have an option to accept project on a smaller piece of land equivalent to the amount paid and surrender balance project land subject to certain conditions. Pursuant to this Scheme, a Surrender Deed for the balance project land has been executed with GNIDA during the quarter ended December, 2015. The management is of the view that there is no impairment in the value of land/ project.

Management response to the comments from the Statutory Auditors

The Company has since paid Rs 1191.97 lakhs out of total overdue of Rs. 1191.97 lakhs towards principle and interest outstanding to Banks and Financial Institutions as on the Balance Sheet date, as mentioned in para viii of Annexure to the Auditors Report.

COST AUDITOR

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of the Directors of your Company at its meeting held on 11th August, 2015 had appointed M/s J.D. & Associates, Cost Accountants, Firm Registration No. 101443, as the Cost Auditor of the Company for a term of 1(One) year, to conduct the audit of Cost records of the Company for the Financial Year 2015-16. The Cost Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the Directors of your Company at its meeting held on 9th November, 2015 had appointed M/s. APAC and Associates, Company Secretaries in Practice, CP No. 7077, for a term of 1(One) year to conduct the audit of Secretarial and related records of the Company for the Financial Year 2015-16.

The Secretarial Audit Report for the Financial Year ended 31st March, 2016 is annexed herewith marked as Annexure - B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

LISTING INFORMATION

Equity Shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE), Delhi Stock Exchange Association Ltd. (DSE) and BSE Ltd. (BSE).

Listing fee has been duly paid to all the Stock Exchanges for the Financial Year 2015-16 except for the DSE whose recognition has been withdrawn by the SEBI on the 19th November, 2014. Trading of the Equity Shares of your Company is not being carried out at DSE.

DISCLOSURES

Conservation of Energy and Technology Absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under sub-section (3)(m) of the Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies ( Accounts ) Rules, 2014, is not applicable to your Company.

Foreign Exchange Earnings and Outgo

Information about the foreign exchange earnings and outgo, as required to be given under sub-section (3)(m) of the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts ) Rules, 2014, is given as follows:-

Sl. No.	Particulars	For the Financial Year ended on 31st March. 2016	For the Financial Year ended on 31st March, 2015
(i)	Expenditure in Foreign Currency Travelling expenses	37.39	17.33
	Imported Materials	126.30	52.27
	Purchase of Material	1.17	-
	Professional Fee/Brokerage	-	-
	Advertisement	-	11.54
	Architect Fee	-	27.19
	Membership Fee	-	2.15
	Repair & Maintenance	-	-
	Refund to Customers	-	-
	Total	164.86	110.48
(ii)	Earnings in Foreign Currency Sale of Flats/Plots/Farms etc.	24.22	29.89

PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended disclosures pertaining to remuneration and other details as required are provided in Annexure-C to this Directors'' Report.

During the year under review, 8(Eight) employees/directors were in receipt of remuneration of Rs. 60 lakhs or more per annum, or, Rs. 5 lakhs or more per month if employed for a part of the year. In accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of Employees/Directors are provided in the Annexure-D to this Directors'' Report.

CORPORATE GOVERNANCE

A report on Corporate Governance together with a certificate received from Shri Vivek Arora, Company Secretary in Practice confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations forms the part of this Annual Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given separately and forms the part of this Annual Report.

SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention,Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment . All employees of the Company (permanent , contractual, temporary & trainees) are covered in this Policy.

Following is the summary of sexual harassment complaints received and disposed off during the calendar year :-

No. of complaints received : 2

No of complaints disposed off : 2

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is provided in Annexure-E to this Directors'' Report.

VARIOUS POLICIES/PROGRAMME/CRITERIA ETC.

In compliance with the Companies Act, 2013 and Rules made there under, Clause-49 of the Listing Agreement and SEBI (Listing obligations and Disclosure) Regulations, 2015 your Board of Directors of your Company and its various Committees have approved the following Policies/Criteria/Programme at their various meeting held from time to time, and, the same have also been available on the website of the Company i.e. www.ansalapi.com

1. Policy for Determination of Materiality of Events/Information

2. Policy on Preservation of Documents

3. Corporate Social Responsibility

4. Board diversity

5. Related Party Transactions

6. Remuneration of Directors, Key Managerial Personnel & Other Employees

7. Criteria of making payment to Non Executive Directors of the Company

8. Material Subsidiary Companies

9. Criteria for Performance Evaluation of Board & Independent Directors

10. Code of Conduct for Directors (Including Independent Directors) and Senior Management

11. Vigil Mechanism/ Whistle Blower Policy

12. Safety of Women Employee

13. Familiarization Program for Independent Directors

14. Code of fair Disclosure and Conduct of Ansal Properties & Infrastructure Ltd. in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015

15. Enterprise Risk Management

16. Policy on Archival of events and information.

Above Policies/Criteria/Programmes are reviewed, from time to time, as may be required.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Sub Section 3(c) of the Section 134 Companies Act, 2013 (âthe Actâ) and based on the information provided by the Management, Directors hereby state that:

i) in the preparation of the Annual Accounts for the year ended the 31st March, 2016, the applicable Accounting Standards have been followed and no material departures have been made from the same;

ii) the Directors have 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 as on the 31st March, 2016 and of the profit of the Company for the year ended on that date;

iv) the Directors have prepared the annual accounts on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENT

Your Directors would like to express their sense of gratitude to :-

- all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

- the shareholders, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

Your Directors also appreciate the devoted teamwork and professionalism of the employees of the Company and its Subsidiaries and the Group, at all levels. The employees continue to remain the Company''s most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review and that lie ahead.

Regd. Office: For and on behalf of the Board

115, Ansal Bhawan

16, Kasturba Gandhi Marg

New Delhi-110 001

CIN L45101DL1967PLC004759

(Sushil Ansal)

Date: 31st August, 2016 Chairman & Whole Time Director

Place : New Delhi

Mar 31, 2015

Dear Members/ Shareholders,

The Directors are pleased to present the 48th (Forty Eighth) Annual Report along with the Audited Statements of Accounts of your Company for the Financial Year ended the 31st March, 2015.

COMPANY PERFORMANCE

A. Financial Highlights (Standalone) (Rupees in lacs)

Particulars For the year For the year ended 31.03.2015 ended 31.03.2014

Sales & Other Income 85227 92714

Profit (Before Interest, Depreciation, 6557 7548 Exceptional Items and Taxes)

Less : Interest 2796 3808 4816

Depreciation 725 3521 1008

Profit Before Tax 3036 2732

Less : Provision for taxation 841 1379

Profit After Tax carried to Balance Sheet 2195 1353

Add : - Surplus Profit brought forward from previous year NIL NIL

Disposable Profit NIL NIL

APPROPRIATIONS :-

- Proposed Dividend including Dividend Tax NIL NIL

- Transfer to General Reserve NIL NIL

- Debenture redemption Reserve NIL NIL

Surplus carried to Balance Sheet 2195 1353

RESULTS OF OUR OPERATIONS

Net Profit for the year 2014-15 stood at Rs. 2195 Lacs as against Rs 1353 Lacs in the year 2013-14. The total turnover including other income for the year 2014-15 stood at Rs. 85227 Lacs, as compared to Rs. 92714 Lacs for the year 2013-14.

TRANSFER TO RESERVES

In the current year, no amount has been transferred to General Reserve.

CAPITAL STRUCTURE

During the Financial Year 2014-15, there has been no change in the capital structure of the Company.

DIVIDEND

The Board of Directors of your Company, keeping in view the uncertainties in the economic situation in the Country and in particular real estate sector, so also the imperative need to conserve resources, has decided not to recommend any dividend for the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN TERMS OF SECTION 186 OF THE COMPANIES ACT, 2013 AND ITS RULES

The particulars of loans given, investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statements.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

FIXED DEPOSITS

As on the 31st March, 2015, outstanding fixed deposits stood at Rs. 160.24 crores as against Rs.200.83 crores in the previous year.

The Company had not been able to comply with the provisions of Section Act 73 (Corresponding Section 58 A of the Companies Act, 1956) and other applicable Sections of the Companies Act, 2013 (Act) read with the Companies (Acceptance of Deposits) Rules, 2014 therefore the Company had, w.e.f. the 01st April, 2014, stopped accepting/renewing fixed deposits.

Further the Company had been unable to make payments to its Fixed Deposit holders as per schedule mentioned in the Fixed Deposit Schemes of the Company due to fund constraints, therefore, a revised Scheme, for allowing further time for repayment of Fixed Deposits had been fled before the Hon'ble Company Law Board, New Delhi Bench, New Delhi (CLB) under Sections 73 and 74 of the Act read with Regulation 44 of the Company Law Board Regulations, 1991 on the 25th September, 2014.

Order of the CLB dated the 30th December, 2014 had been received by the Company on the 08th January, 2015 in terms of which CLB has extended the time for repayment to fixed deposit holders the details had been sent to all concerned & available on the website of the Company www.ansalapi.com.

After the financial year, a Special Resolution for accepting Fixed Deposits from the Members of the Company and Public was passed by the Shareholders of the Company through Postal Ballot on the 14th May, 2015. In terms of authority given to the Board by the Members, any decision taken by the Board to accept the fresh deposits shall be subject to the fulfilment of all applicable provisions of the Act.

Details relating to deposits covered under The Companies {Acceptance of Deposits} Rules, 2014 are given below subject to the said CLB Order dated the 30th December, 2014 as may applicable:

(a) No deposit has been accepted during the year.

(b) No deposit has been remained unpaid or unclaimed during the year.

(c) No default in repayment of deposits or payment of interest thereon during the year.

(d) All the deposits accepted before the 01st April, 2014 are in compliance with the requirements of the Companies Act, 1956 and the deposits Rules.

(e) No significant and material order has been passed by the regulators or courts or tribunals impacting going concern status and company's operations in future.

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 of the Company and the date of this Report which could affect the financial position of the Company.

BUSINESS

Your Company's mission is to create world class solutions in real estate and uplift the quality of life. The Company with various aspects of real estate has evolved as a professionally managed organization and strives for excellence. It is one of the foremost real estate development companies in India with well over four decades of real estate development experience. During the last 48 years, it had been and also presently engaged in the field of housing and real estate business covering development of Hi- Tech and integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, retail and hospitality segments, with a focus on large-scale mixed use developments, particularly in residential projects. The business is being carried on by the Company on its own as well as through various subsidiaries, associates, joint ventures and collaborations. As a well-known developer, your Company has several landmark buildings in Connaught Place (CBD of New Delhi) viz. Akash Deep, Surya Kiran, Vikas Minar, Amba Deep, Statesman House etc., and it has established its brand image through long decades. The majority of its projects are located in the NCR, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab.

Through Management's Discussion and Analysis Report forming part of the Directors' Report, your Board has tried to capture broader overview of the Global economic scenario and the Indian economy situation and more particularly the Realty Sector prevailing in the Country which have and shall have impact on the nature of Company's business and generally in the class of business in which the Company has interest.

REAL ESTATE SECTOR

In the Indian economy, the Real Estate Sector is a critical sector. It is a significant driver of economic growth as it has a huge multiplier effect on the economy. The Indian real estate sector has been a major beneficiary of the strong economic growth witnessed in India since the year 2000. The growth in the sector, supported by series of reforms, has not only resulted in significant residential and commercial real estate, but also complemented the development of physical and social infrastructure of the country.

India's real estate market is expected to reach US$ 853 billion by 2028 from US$ 121 billion in 2013. Real estate contribution to India's gross domestic product (GDP) is estimated to increase about 13 per cent by 2028, on the back of increasing industrial activity, improving income level and urbanization.

The entry of major private players in the Education Sector has created vast opportunities for the Real Estate Sector. Emergence of nuclear families and growing urbanisation has given rise to several townships that are developed to take care of the elderly.

Real Estate in India is being recognized to drive the economic growth engine of the Country. The Sector, if channelized properly, could catapult the growth of several other sectors in India through its backward and forward linkages.

Your Company has at present projects under various stages of implementation across residential, commercial, retail and others. It focuses on mixed use development, particularly in residential projects, and, has a leading position in the housing segment, particularly in key cities in northern India. Within the residential asset class, the projects of the Company range from large-scale integrated townships to mixed use and stand-alone detached single and group housing, as well as serviced plots. Your Company continues to follow the strategy of developing integrated townships in key cities in North India.

Townships

The housing industry of India a fastest growing sector. Over 48 years, your Company has developed and continues to develop world-class residential townships, complexes, giving facilities to its customers, stakeholders and investors while giving a new dimension to the India infrastructure development.

Townships are the next big such thing in the Indian real estate development industry; it seems, with a quiet growth in the number of township development projects that merge in a lot of things to make grand realty projects successful and sustainable. The Union Budget 2015-16 has also mentioned that by 2022, Government aims to provide a roof for each family in India. Roof for each family in India by 2022 will require 2 crore houses in urban area and 4 crore houses in rural area.

The township development in India has emerged into a growing trend. A trend that has played an essential role in opening the gates for the development of integrated townships across the Country that offers their residents the quality lifestyle tailored to suit every budget. Your Company has pioneered and steered such development and is already developing and promoting fully Hi-tech and integrated townships in a significant manner.

Details of major projects / townships of your Company are discussed in Management Discussion and Analysis Report which forms a part of this Annual Report.

NOTABLE ACCOLADES RECEIVED DURING THE YEAR

- Your Company has been conferred the following Awards:

"Best Integrated Sub Urban Affordable Housing Developer in Lucknow by Assocham India. Developer of the Year Award-Uttar Pradesh at Estate Avenues, 3rd North India Award.

- Shri Sushil Ansal, Chairman of the Company has been conferred with the following Accolades:

"Excellence in Education" by National Uttar Pradesh Education, Summit & Excellence Award, 2014.

"Lifetime Achievement" Award by The Economic Times.

"Outstanding Performance" in Real Estate Industry Award at the 12th National Convention and Real Estate Awards 2014 organized by National Real Estate Development Council (NAREDCO).

"Lifetime Achievement Award" in Real Estate & Construction during the 5th EPC World Awards 2014, in the light of an exceptional contribution to the Real Estate Sector.

"Lifetime Achievement Award" at Estate Avenues, 3rd North India Award.

CORPORATE SOCIAL RESPONSIBILITY {CSR}

Your Company has always been a committed organisation in working towards a social cause and meeting the societal expectations and thus moving towards a cooperative relationship. With this very notion in mind, the Company now seeks to extends its support towards community service with a public spirited approach by enhancing the quality of life in the field of healthcare, learning, and basic infrastructure facilities to the underprivileged. Through these CSR initiatives, your Company wishes to create a community of goodwill thus enabling itself to reinforce a positive and socially amicable corporate entity.

Your Company aims to actively contribute towards a healthy and harmonious environment in the society and communities around its areas of operation. This allows your Company to enhance corporation from the society it caters.

The Corporate Social Responsibility Committee constituted by the Board of Directors {Board} on the 07th February, 2014, is in consonance with the requirements of the Section 135 of the Companies Act, 2013 and its Rules. The said CSR Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities). In this regard following the recommendation of the said Committee, the Board has approved the CSR Policy, on the 16th May, 2015 which is also available on the website of the Company i.e. http:www. ansalapi.com/Financials/ Pdf/csr.pdf.

The Composition of the said Committee is mentioned in the Corporate Governance Report which forms part of this Annual Report.

As part of its existing Corporate Social Responsibility (CSR) your Company has since long supported the under-privileged and socially and economically backward sections of the society. This can be seen from many of its social projects in terms of setting up of schools, health care facilities, old age care homes and affordable homes for weaker sections. Your Company collaborates with social, charitable and NGOs which are similarly engaged in pursuit of upliftment of under- privileged sections of the society.

Annual Report on the Corporate Social Responsibility Activities for the Financial Year ended on the 31st March, 2015.

The CSR report for the financial year ended the 31st March, 2015 is provided in Annexure - A to this Boards' Report.

EDUCATION

Education imparts not just knowledge but a sense of perception, patience and most importantly nurtures an individual's evolution for the future. The key factor knowledge is at core of all development efforts in advancing economic and social well being in an emerging nation like India.

Your Company, through its associates/ Trust, has ushered in the field of education and has built eminent institutes like:

- CHIRANJIV BHARTI SCHOOL

Your Company, under the aegis of Chiranjiv Charitable Trust (CCT), set up in 1976, currently runs two schools, in Gurgaon - in Palam Vihar and in Sushant Lok respectively. Currently over 3500 students are studying in these schools. CCT was founded by Shri Sushil Ansal, who is a known supporter of academic excellence, having set up schools and institutions in Delhi NCR & Lucknow.

- ANSAL UNIVERSITY

Chiranjiv Charitable Trust (CCT) has set up a University called "Ansal University" under the Haryana Private Universities Act, 2006. Ansal University is dedicated to its mission to nurture scholars who will contribute to society by advancing knowledge and imparting it to new generations of students.

The University has established various schools with a focus on Architecture, Design, Engineering & Management supported by Applied Sciences, Computer Applications, Humanities, and Languages & International Studies. A few unique features of the University are - contemporary curriculum, relevant pedagogy, emphasis on soft skills & trans- disciplinary learning (TDL) by all students across various disciplines.

More than 650 students in different programmes were admitted in the session 2014-15 and around 1000 students have already taken admission for session 2015-16, which is a testimony to the acceptance of the quality education being provided by Ansal University.

The students having gone through the transcendental education model have come to the international benchmarks of quality education and are fast turning into all-rounded professionals for holistic perspective towards industry and academics.

Brief for various disciplines being taught at University are:

Sushant School of Art & Architecture (SSAA), Conceived with the objective of combining traditional Indian aesthetics and mode of urban planning with the needs of a modern city space; SSAA not only fulflled this objective but also went beyond and set its own paradigm. SSAA has completed 25 years and it has been recognised as one of the top three schools of architecture in the Country.

SSAA has associations with a number of international universities and institutions such as Massachusetts Institute of Technology, AA School, London, University of Bath, Deakin University, Illinios Institute of Technology, Chicago, Lawrence Technology University, Aristotle University, University of British Columbia, University of Melbourne. These international relationships ensure that SSAA is always in dialogue with world design community.

Sushant School of Design's curriculum is planned and progressed keeping in mind the individual's potential and abilities for pursuing the courses of interior designing , fashion and textiles designing, product designing, and visual communication.

School of Engineering and Technology is focussing on renewal energies, design and development of sustainable products and processes to enhance manufacturing and its productivity, affordable health care systems and services, future cities and new materials in bio medicine and cooling. It offers courses on computer science engineering, electronics, electrical and communication engineering, mechanical and civil engineering.

School of Management Studies offers management education with futuristic outlook. Courses include on real estate management, health care management, international business, specialisation in retail, insurance, tourism, marketing, finance, hotel management and catering technology.

School of International Studies promotes international education by way of learning by collaborating with universities and centres of excellence around the world. The School aims at creating study abroad programmes, integrating international and intercultural perspective.

During the year two new schools have been established in the University -School of Allied Health Sciences in collaboration with MAX Healthcare and School of Law with 120 seats for BA, LL.B duly approved by Bar Council Of India.

- ANSAL INSTITUTE OF TECHNOLOGY & MANAGEMENT, LUCKNOW

Ansal Institute of Technology and Management (AITM), Ansal Technical Campus at Sushant Golf City, Lucknow has been set up by the Sushil Ansal Foundation. Affiliated to Gautam Buddh Technical University, Lucknow, it is one of the premier institutions in the field of technical and management education and the only Institute in the region approved by the AICTE to conduct International Twinning Program B. Tech. (Electrical & Computer Engineering) both at undergraduate and postgraduate levels in engineering, in foreign collaboration with Valparaiso University and in association with G. B. Technical University, Lucknow. The objective of the Institute is to generate creative professionals, who can contribute not only to the human resource development but also to the Nation building exercise.

RESEARCH & RESOURCES CONSERVATION

Your Company recognizes the relationship of business sustainability with resources management and is committed to supervise and conserve the water and electricity used across its project sites at the time of construction. Your Company has got installed Solar Power Plants at some of its location with view of generating clean energy for internal consumptions.

In this era of technological advancement throughout the globe followed by rapid integration of nations worldwide, there is need to keep pace with the economies by focusing on innovative ideas and development of new technologies. Therefore Company has undertaken a scientific research program to bring out innovations in the field of Solar Energy Projects. This project shall yield knowledge benefits for the entire society clubbed with availability of sustainable and clean energy with reasonable costs.

In order to create awareness amongst employees towards environment and resources conservation, your Company organises various camps and has been anchoring green initiatives on a regular basis. The projects of your Company have integrated environment protection, up gradation, conservation, water harvesting, etc. and plantation of trees etc., as a part of the sustainable development.

DAY CARE CRÃCHE FACILITIES AT PROJECT SITES

Your Company, through an NGO- 'Mobile CrÃ¨ches', ensures a healthy and secure childhood for children through quality day care programmes aimed at holistic development. This further creates favourable conditions for Women to work at the Company's project sites by providing them the necessary day care support for their children and providing opportunities for basic schooling skills. Day care programs run for eight hours, six days a week for children as young as newborns to 12 year olds, with a trained, experienced and caring staff.

COMMUNITY DEVELOPMENT INITIATIVES

Your Company strongly believes in contributing to and investing in communities in and around its project sites. Under this endeavour, several initiatives have made a lasting impact on the economic, environmental and social conditions of local people. Some such initiatives are:

- Tree plantations

- Adoption of villages connected to project sites of the Company

- Construction of roads, sanitation facilities and temples

- Provision of electricity

- Provision of employment

- Sponsorship of Vocational Training Programmes

- Blood Donation Camps

- Provision of health facilities to poor people

HEALTHCARE

- Diya India Foundation - A NGO engaged for betterment of weaker sections of society. Your Company, through this trust, has been supporting primary school education to the underprivileged children from the slum clusters. Today the foundation has two school buildings - Chetan Vidya Mandir and Chetan Playway School. It is also being planned to conduct regular basic healthcare facilities with assistance in medicines to those in need in villages that have no access to the hospital facility.

- Shanti Sahyog: A NGO, Shanti Sahyog, is engaged in carrying out its health care and vocational training programmes in and around Delhi for more than the last six years. Help has been extended to Shanti Sahyog in renovating and re-starting a dysfunctional health centre in Kalkaji, New Delhi. The health centre provides free preventive and curative health care, with a focus on women's health. It caters to more than 850 families that reside in the nearby slum areas, in addition to those living in poverty and deprivation in areas in and around Kalkaji. This health centre also supports a vocational training centre where women are taught income generating skills by professional teachers such as tailoring, designing and embroidery to make them economically self reliant.

- Village Kahma in Punjab: The welfare and social upliftment of this village and the surrounding areas has been undertaken through Kahma Welfare Committee, a non profitable organization set up for this purpose. This initiative has been in progress for decades. A hospital in Kahma-Hansraj Government Hospital - in the name of Late Shri Hans Raj - grandfather of Shri Sushil Ansal, has been set up. The Welfare Committee has been working well in providing medical support to the villagers of Kahma in Punjab and adjoining villages with the support from your Company. Specialized eye camps are organized every year and many are getting benefitted through camp facility.

HOUSING FOR ECONOMICALLY WEAKER SECTIONS (EWS) OF THE SOCIETY

More than three thousand plots for Economically Weaker Sections of the society, in townships of the Company are in the process of development. The plots were allotted through open public lottery system at highly subsidized rates with easy interest free instalments. More than 3000 affordable homes are being developed in the projects in Uttar Pradesh and Rajasthan and it is also proposed to further add to above tally of dwelling units in the affordable housing category in the next few years.

SENIOR CITIZEN HOME

A plot of 1000 sq. m. has long since been donated to establish a Senior Citizen's Home in Palam Vihar, Gurgaon. Free technical and engineering support was provided to build this home called Chiranjiv Karam Bhoomi. Several senior citizens have been and are staying in this home which is being run by Divya Chaya Trust comprising Smt. Kusum Ansal and other members of the Trust.

PROMOTION OF LITERATURE

Kusumanjali Foundation, another social and literary initiative of your Company, a non-profit making company is also promoting literary works of budding writes in Hindi and other regional languages. Kusumanjali Foundation is established by Dr. (Mrs.) Kusum Ansal, the well known writer and supported by your Company.

Your Company has launched SAMVAD Â a literary charitable organization by your Company. SAMVAD provides an opportunity for creative writers where their literary works are discussed and analysed. Your Company's social and charitable initiatives have been going support for more than twenty years. A collection of the selected works of the members of the Samvad has been compiled into a book for dissemination to public and creative fraternity.

The Foundation has instituted an Annual Award titled "Kusumanjali Sahitya Samaan" to honour the creative writers, under whose auspices it has felicitated the literary contribution of two eminent writers, one each in Hindi and one regional language. Every year the Foundation will, as enunciated, honour the literary works written in Hindi and other regional languages. The award winner will also receive a cheque of Rs. 2,50,000, the citation, a shawl and the award statue.

PROMOTION OF RELIGIOUS AND SPIRITUAL ACTIVITIES

Ethics and principles, which are immensely deep rooted in the philosophy of spiritualism and religious inclinations, are valued. Contributions have been made to religious and spiritual activities from time to time. An extended portion of Chhattarpur Temple in Delhi has been built. Earlier, a donation of five acres of land has been made to ISKCON, where a spiritual learning centre and the construction of temple are already in progress.

AUDIT COMMITTEE

The composition of the Audit Committee is covered under the Corporate Governance Report which forms the part of this Annual Report. All the recommendations made by the Audit Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to financial statements. In this regard, the Board of Directors at their meeting held on the 11th February, 2015 has also noted/approved the policies and procedures of the Company for ensuring an orderly and efficient conduct of its business. The Board also ensures adherence to Company's policies, the 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.

SUBSIDIARY COMPANIES

During the Financial Year 2014-15 your Company has not done any direct investment in the securities of other companies. However, Ansal Hi-Tech Townships Limited (AHTL), which is subsidiary of the Company, has purchased the entire Equity share Capital of M/s. Lovely building Solutions Private Limited, M/s. Komal Building Solutions Private Limited and M/s. HG Infrabuild Private Limited consequent upon which the said companies have become Wholly Owned Subsidiaries (WOS) of AHTL, whereby also became the chain subsidiaries of the Company.

Accordingly, as on the 31st March, 2015, the number of subsidiaries of the Company has increased from sixty four (64) to sixty seven (67).

During the financial year, no company has ceased to be a subsidiary, joint venture or associate of your Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, joint venture and associates in Form AOC 1 is provided at the end of the Consolidated Financial Statement and hence not repeated in the Boards' Report. The separate audited financial statements in respect of each of the subsidiaries, joint venture and associates companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiaries, joint venture and associates companies is available on the website of your Company at www.ansalapi.com.

A Policy on Material Subsidiary Companies has been formulated and the same is available on the website of the Company i.e. http://www.ansalapi.com/fnancials/pdf/APILPolicyonMaterialSubsidiary.pdf

BOARD MEETINGS

During the Financial Year under review, 4 (four) meetings of the Board of Directors were held on the 14th May, 2014 (adjournment thereof on the 27th May, 2014), 12th August, 2014, 14th November, 2014, and 11th February, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment of Independent Woman Director:

The Board of Directors at their meeting held on the 11th February, 2015, pursuant to the provisions of Section 149, 150 and 152 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Clause 49 of the Listing Agreement entered with the Stock Exchanges, has appointed Smt. Archana Capoor, for a period of two consecutive years commencing from the 11th February, 2015 to the 10th February, 2017 in compliance with the requirements of the said Sections/ Rules and Clause.

The Company has received declaration from her confirming that she meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49 of the Listing Agreement.

Resignation of Managing Director and CFO:

During the financial year, Shri Prabhu Nath Mishra, Managing Director, had resigned from the position of Managing Director and Director w.e.f. the 31st October, 2014. The Board of Directors had placed on record its appreciation for the valuable services rendered by Shri Prabhu Nath Mishra during his tenure he was associated with the Company.

Shri Lalit Rustagi, Chief Financial Officer had resigned from the Company w.e.f the 31st December, 2014. The Board of Directors had placed on record its appreciation for the services rendered by Shri Lalit Rustagi during his tenure he was associated with the Company.

Change in Company Secretary and Compliance officer

After the end of the financial year, Shri Amitav Ganguly, Company Secretary and Compliance officer has resigned from the Company. Shri Abdul Sami, the existing Assistant Company Secretary has been promoted and appointed as Company Secretary and Compliance officer of your Company w.e.f 01st September 2015.

Retiring by Rotation and Re-appointment of Director:

In terms of Section 152 of Companies Act, 2013 ("Act") not less than 2/3rd of the total number of Directors of a public Company shall be persons whose period of office as Directors is liable to determination by retirement by rotation and out of such number of directors, 1/3rd nos. of directors shall retire from office at every Annual General Meeting. Moreover, such company is permitted to have maximum 1/3 of its Directors as non rotational. The Independent Directors are to be excluded from the calculations of rotational and non rotational directors.

In view of the provisions of the Companies Act, 2013 and Rules framed there under and in compliance thereto, out of total 9 {Nine} Directors of the Company, 3 {Three} Executive Directors shall be the persons whose period of office is liable to determination by retirement of directors by rotation and the balance 6(six) directors are Independent Directors who are non-rotational.

In terms of the said provisions of the Companies Act, 2013 and its Rules and the Articles of Association of the Company Shri Sushil Ansal, Chairman and Whole Time Director, Shri Pranav Ansal, Vice-Chairman and Whole Time Director and Shri Anil Kumar, Joint Managing Director and CEO of the Company are due to retire by rotation at the ensuing AGM. Being eligible for re-appointment and offer themselves for re-appointment. The matters of re-appointing them are included in the Notice of this 48th Annual General Meeting.

Declaration by Independent Directors

The Company has received the declarations from each Independent Director under Section 149(7) of the Companies Act, that he/she meets the criteria laid down under Section 149(6) of the Companies Act, 2013 and the Listing Agreement.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Clause 49 of the Listing Agreement, Nomination and Remuneration Committee at their meeting held on the 12th August, 2014 has laid down the Criteria for Performance Evaluation of Board & Independent Directors and the same was also approved by the Board of Directors at its meeting held on the same date.

The Independent Directors at their meeting held on 11th February, 2015 had, among others, carried out the evaluation/ performance of:

a. NonÂindependent Directors {Executive Directors (EDs)} and the Board as whole (EDs cover Chairman, Vice Chairman & Joint Managing Director & CEO).

b. Chairman of the Company taking into account the views of executive directors and Non-executive directors.

c. Independent Directors.

The criteria for Performance Evaluation of Board & Independent Directors is also available on the website of the Company i.e. http://www.ansalapi.com/fnancials/pdf/APIL-Board.pdf .

TRAINING OF INDEPENDENT DIRECTORS

Keeping in view the objective to provide Independent Directors insights into the Company, enabling them to understand business exhaustively and its intricacies even further and to contribute significantly to its growth on a stable and even path, the Board of Directors at their meeting held on the 16th May, 2015 has approved Familiarization Program for the Independent Directors in terms of the requirements of Clause 49 of the Listing Agreement and Schedule IV of the Companies Act, 2013. The said program is also available on the website of the Company i.e. http://www.ansalapi.com/ fnancials/pdf/FamiliarisationprogrammeforIndependentdirectors.pdf.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company (viz. Remuneration for the Directors, Key Managerial Personnel and other employees) on directors' appointment and remuneration, including criteria for determining qualification, positive attributes, independence of Directors and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013, is available on the website of the Company http://www.ansalapi.com/fnancials/pdf/vigilmechanism/Whistle Blower-policy.pdf.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions. The transactions with Related Parties as per requirement of Accounting Standard No. 18 of ICAI are disclosed in Note No. 48 of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors from time to time in compliance with Clause 49 of the Listing Agreement and Sections 177 and 188 of the Companies Act, 2013 and its Rules.

A Policy on Related Party Transactions specifying the manner and criteria of entering into said transactions has been formulated and the same is available on the website of the Company i.e.http://www.ansalapi.com/fnancials/pdf/ APILPolicyonRelatedPartyTransactions.pdf.

RISK MANAGEMENT

The Risk Management Committee constituted by the Board on the 14th May, 2014, is in consonance with the requirements of the Clause 49 of the Listing Agreement. The Board has approved the Enterprise Risk Management Policy for Risk Assessment and its Minimization on the 16th May, 2015 and the same is available on the website of the Company i.e. http:// www.ansalapi.com/fnancials/pdf/risk-management-policy.pdf.

The Broad terms of reference of the Committee and other related information is covered under the Corporate Governance Report which forms the part of this Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors have approved the Vigil Mechanism/ Whistle Blower Policy at their meeting held on the 12th August, 2014

The Policy on Vigil mechanism/ Whistle blower policy is available on the Company's website i.e http://www.ansalapi.com/ financials/pdf/Vigil Mechanism/Whistle Blower-policy.pdf.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

In terms of the provisions of Section 139(2) of the Companies Act, 2013 and the Companies (Audit and Auditors} Rules, 2014, the Statutory Auditors, if appointed by the Members at Annual General Meeting, shall hold office from the conclusion of that meeting till the conclusion of its sixth Annual General Meeting. Provided that the Company shall place the matter relating to such appointment for ratification by Members at every Annual General Meeting. An existing company is, however, required to comply with these provisions within three years of commencement of the 2013 i.e. 01st April, 2014.

The tenure of the Statutory Auditors, M/s S. S. Kothari Mehta & Company, Chartered Accountants, having their office at 146- 149 Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi-110065, who have been appointed by the shareholders at their 47th Annual General Meeting held on the 29th, September, 2014 comes to an end at the conclusion of this Annual General Meeting, in terms of the applicable provisions of the Companies Act, 2013.

The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limit prescribed under Section 141 of the Companies Act, 2013 and the Companies (Audit and Auditors} Rules, 2014.

The Board of your Company recommends the appointment M/s S. S. Kothari Mehta & Company, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of sixth consecutive AGM of the Company to be held in the year 2020 at a remuneration to be decided by the Board. The matter of appointment of M/s S. S. Kothari Mehta & Company as Statutory Auditor is included in the Notice of this 48th Annual General Meeting.

REPORT

The Notes to Accounts, forming part of Balance Sheet as at the 31st March, 2015 and Profit & Loss Account for the year ended on that date, referred to in the Auditors' Report, are self explanatory. However, in terms of sub section {3f} of Section 134 of the Companies Act, 2013 {the Act}, the Management's response/ explanations to certain observations/ qualifications appearing in the Auditors Report on Accounts for the Financial Year ended on the 31st March, 2015 are as under:

i). During the period under review the Company has not claimed any exemption under Section 80 IA of the Income Tax Act, 1961. Exemption amounting to Rs. 3,448 lacs has been claimed upto the period ended March 31, 2011 under Section 80 IA of the Income Tax Act, 1961 being tax profits arising out of sale of Industrial Park units, pending the notification of the same by Central Board of Direct Taxes (Competent Authority). The Competent Authority has not passed notification under Section 80 IA (4) (iii) of the Act and, hence, rejected the application as fled by the Company, against which Review Petition has been filed by the company before the Competent Authority. The Company has taken the opinion that the Review Petition as fled satisfies all the conditions specified under Industrial Park Scheme, 2008 being replaced under Industrial Park (Amendment) Scheme, 2010, hence, eligible for notification under Section 80 IA (4) (iii) of the Act.

ii). The Auditors of the Company have drawn attention to the fact that the Company is carrying project inventory of Rs. 16374 lacs for Group Housing Project in Greater Noida. The Greater Noida Industrial Development Authority (GNIDA), keeping in view the market conditions, announced a Scheme whereby the developers have an option to accept project on a smaller piece of land equivalent to the amount paid and surrender balance project land subject to certain conditions. The management had applied to the Authority conveying its intention to develop the project under this Scheme. Consequently, land area of 13.03 acre has been given in possession of the Company which is enriched due to application of current bye-laws allowing higher FAR and higher density resulting in an overall profitability of the project. Appropriate adjustment will be made when all the formalities in this respect have been completed by GNIDA.

iii). With a view to monetize its non-core assets, the Company entered into an agreement to dispose of its wine business on slump sale basis at a total sale consideration of Rs. 3294 Lacs. The Agreement envisages compliance of certain pre-conditions by the Company. Pending the fulfllment of these conditions, the assets sale has not been recognized in accounts. However, since carrying book value of net assets in wind business is higher than the net realizable value, there is possible impairment in the value of wind business of Rs. 1500 Lacs which has also not been recognized in view of continuing uncertainty. In case this transaction does not materialize in near future, the wind business will be reinstated in the books as a cash generating unit.

MANAGEMENT RESPONSE TO THE COMMENTS FROM THE STATUTORY AUDITORS

The comments of the Auditors and Management action/response thereto being self explanatory, no further action appears to be necessary at this stage.

COST AUDITOR

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors} Rules, 2014, the Board had appointed M/s J.D & Associates, Cost Accountants as the Cost Auditor of the Company for a term of 1(One) year for the Financial Year 2014-15 to conduct the audit of cost records of the Company. Their Report, as received, did not contain any comment, calling for response at this stage.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel} Rules, 2014, the Board had appointed M/s. APAC and Associates, Company Secretaries in Practice, for a term of 1(One) year for the Financial Year 2014-15 to conduct the audit of Secretarial and related records of the Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is provided in Annexure-B to this Boards' Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE), Delhi Stock Exchange Association Ltd. (DSE) and Bombay Stock Exchange Ltd. (BSE).

Listing fee has been duly paid to all the Stock Exchanges for the Financial Year 2014-15 except for the DSE whose recognition has been withdrawn by SEBI on 19th November, 2014. Trading of the Equity Shares of the Company is not being carried out at DSE.

DISCLOSURES

Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Sub Section (3)(m) of the Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies ( Accounts ) Rules, 2014, is not applicable to your Company.

Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Section134(3)(m)of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts ) Rules, 2014, is given as follows:-

Sl. No. Particulars For the Financial Year For the Financial Year ended on 31st March, 2015 ended on 31st March, 2014

(i) Expenditure in Foreign Currency

Travelling expenses 17.33 29.15

Imported Materials 52.27 291.11

Professional Fee/Brokerage - 6.80

Advertisement 11.54 20.10

Architect Fee 27.19 139.72

Membership Fee 2.15 1.73

Repair & Maintenance - -

Refund to Customers - -

Total 110.48 488.61

(ii) Earnings in Foreign Currency

Sale of Flats/Plots/Farms etc. 27.06 17.82

PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 disclosures pertaining to remuneration and other details as required are provided in Annexure-C to this Boards' Report.

During the year under review, 9(Nine) employees/directors were in receipt of remuneration of Rs. 60 lacs or more per annum, or, Rs. 5 lacs or more per month if employed for a part of the year. In accordance with the provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees/ directors are provided in the Annexure-D to this Boards' Report.

CORPORATE GOVERNANCE

Your Company's Corporate Governance philosophy stems from the belief that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor confidence.

Your Company has continuously been endeavouring to infuse the philosophy of Corporate Governance in all its activities so as to conduct its affairs to ensure equality to all stakeholders.

As required:-

a) A report on Corporate Governance together with a certificate received from Shri Vivek Arora, Company Secretary in Practice confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms the part of this Annual Report;

b) Management's Discussion and Analysis Report is also given separately which forms the part of this Annual Report.

SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Work Place {Prevention , Prohibition & Redressal } Act 2013. Internal Complaints Committee { ICC} has been set up to redress complaints received regarding sexual harassment . All employees of the Company { permanent , contractual , temporary , & trainees} are covered in this Policy.

Following is the summary of sexual harassment complaints received and disposed off during the calendar year :-

No. of complaints received : Nil

No of complaints disposed off : NA

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is provided in Annexure-E to this Boards' Report.

VARIOUS POLICIES/PROGRAMME/CRITERIA ETC.

In compliance with Companies Act, 2013 and Rules made there under, Clause-49 of the Listing Agreement and SEBI Regulations, your Board of Directors and its various Committees have approved the following Policies/ Criteria/Programme at their various meeting to be held from time to time, and, the same have also been available on the website of the Company i.e. www.ansalapi.com

1. Enterprise Risk Management

2. Corporate Social Responsibility

3. Board Diversity

4. Related Party Transactions

5. Remuneration of Directors, Key Managerial Personnel & Other Employees

6. Criteria of making payment to Non Executive Directors of the Company

7. Material Subsidiary Companies

8. Performance Evaluation of Board & Independent Directors

9. Code of Conduct for Directors (Including Independent Directors) and Senior Management

10. Vigil Mechanism/ Whistle Blower Policy

11. Safety of Women Employees

12. Familiarisation Programme for Independent Directors

13. Code of fair Disclosure and Conduct of Ansal Properties & Infrastructure Ltd. in terms of SEBI { Prohibition of Insider Trading } Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013 {Act} and based on the information provided by the Management, Directors hereby state that:

i) in the preparation of the Annual Accounts for the year ended the 31st March, 2015, the applicable Accounting Standards read with requirements read with Schedule III to the Act, have been followed and no material departures have been made from the same;

ii) 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 as on the 31st March, 2015 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a 'going concern' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENT

Your Directors would like to express their sense of gratitude:-

- all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

- all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

- the shareholders, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

Your Directors also appreciate the devoted teamwork and professionalism of the employees of the Company and its subsidiaries and the Group, at all levels. The employees continue to remain the Company's most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review and that lie ahead.

Regd. Office: For and on behalf of the Board

115, Ansal Bhawan

16, Kasturba Gandhi Marg

New Delhi-110001

CIN L45101DL1967PLC004759 (Sushil Ansal)

Date: 01st September, 2015 Chairman & Whole Time Director

Mar 31, 2014

Dear Members/ Shareholders,

The Directors are pleased to present the 47th {Forty Seventh} Annual Report along with the Audited Statements of Accounts of your Company for the Financial Year ended the 31st March, 2014.

1. COMPANY PERFORMANCE

A. Financial Highlights (Rupees in lacs)

Particulars For the year For the year 31.03.2014 31.03.2013

Sales & Other Income 92714 105657

Profit (Before Interest, Depreciation,

Exceptional Items and Taxes) 7548 13720

Less interest 3808 6407

Depreciation 1008 4816 1012 7419

Profit Before Tax 2732 6301

Less: Provision for taxation 1379 1875

Profit After Tax carried to Balance Sheet 1353 4426

Add : - Surplus Profit brought forward from previous year - -

Disposable Profit - -

APPROPRIATIONS :-

- Proposed Dividend including Dividend Tax - -

-Transferto General Reserve - -

- Debenture redemption Reserve - -

Surplus carried to Balance Sheet 1353 4426

B. Operations

Net Profit for the year 2013-14 stood at Rs. 1,353 Lacs as against Rs. 4,426 Lacs in the year 2012-13. The total turnover including other income for the year 2013-14 stood at Rs. 92,714 Lacs, as compared to Rs. 1,05,657 Lacs for the year 2012-13. In the current year no amount has been transferred to General Reserve.

2. CAPITAL STRUCTURE

During the Financial Year 2013-14, there has been no change in the capital structure of the Company.

3. DIVIDEND

The Board of Directors of your Company, keeping in view the prevailing economic situation in the Country and the real estate sector in particular, along with the imperative need to conserve resources, have decided not to recommend any dividend for the year.

4. BUSINESS

Your Company''s mission is to create world class solutions in real estate and uplift the quality of life. Your Company with various aspects of real estate is evolved as a professionally managed organization and strives for excellence.lt is one of the foremost real estate development companies in India with over four decades of real estate development experience. During the last 47 years, it had been and presently engaged in the field of housing and real estate business covering development of Hi- Tech and Integrated Townships and other large mixed-use and stand-alone

developments in the residential, commercial, retail and hospitality segments, with a focus on large-scale mixed use developments, particularly in residential projects. The business is being carried on by the Company on its own as well as through various associates, joint ventures and collaborations. As a well-known developer, your Company has several landmark buildings in Connaught Place (CBD of New Delhi) viz. Akash Deep, Surya Kiran, Vikas Minar, Amba Deep, Statesman House etc., and it has established its brand image through long decades. The majority of its projects are located in the NCR, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab.

Through Management''s Discussion and Analysis Report forming part of the Directors'' Report, your Board has tried to capture broader overview of the Global economic scenario and the Indian economy situation and more particularly the realty sector prevailing in the Country which have and shall have impact on the nature of Company''s business and generally in the class of business in which the Company has interest.

REAL ESTATE SECTOR

In the Indian economy, the real estate sector is a critical sector. It is a significant driver of economic growth as it has a huge multiplier effect on the economy. It is the second-largest employment-generating sector after agriculture. The real estate sector has been the backbone of the Indian economy and has been a major contributor in the economic growth. It is evident from the very fact that the Real Estate Sector contributes immensely of the total GDP.

The Indian real estate sector has come a long way and is today one of the fastest growing markets in the world. The Indian construction market is expected to be the world''s third largest by 2020. It is currently the fourth largest sector in the country in terms of FDI inflows. The market is projected to reach US$ 649.5 billion by 2020 from US$ 360 billion in 2010. Real estate contributes about 5 per cent to India''s GDP. The market size of this sector is expected to increase at a compound annual growth rate (CAGR) of 11.2 per cent by 2020.

There are four sub-sectors under the real estate sector- housing, retail, hospitality and commercial. While housing contributes to five-six percent of India''s gross domestic product (GDP), the remaining three sub-sectors are also increasing at a fast pace.

The role of the Government of India has been instrumental in the development of the Sector. With the government trying to introduce developer and buyer friendly policies, more particularly in the Union Budget 2014-15, the outlook for the real estate sector in FY 2014-15 looks promising.

Your Company has at present projects under various stages of implementation across residential, commercial, retail and others.lt focuses on mixed use development, particularly in residential projects, and, has a leading position in the housing segment, particularly in key cities in northern India. Within the residential asset class, the projects of the Company range from large-scale integrated townships to mixed use and stand-alone detached single and group housing, as well as serviced plots. Your Company continues to follow the strategy of developing integrated townships in key cities in North India.

Townships

The housing industry of India is one of the fastest growing sectors. Over 40 years, your Company has developed and continues to develop world-class residential townships, complexes, giving facilities to its customers, stakeholders and investors while giving a new dimension to the India infrastructure development.

Townships are the answer to India''s growing housing needs if properly planned and executed since they are efficient vehicles of social integration while offering the necessary infrastructure. Afford ability, comfort, convenience, social integration and infrastructure are put together in integrated townships on contemporary lifestyle in an appealing package deal. It is a result of the exponential growth of the cities.

India is proposing to set up separate investment regions complete with integrated townships for the planned growth of the knowledge industry because the booming IT sector in major cities is straining current infrastructure and adding to inflationary pressure. The Union Budget 2014-15 has mentioned about developing 100 Smart Cities. The township development in India has emerged into a growing trend. A trend that has played an essential role in opening the gates for the development of integrated townships across the Country that offers their residents the quality lifestyle tailored to suit every budget. Your Company has pioneered and steered such development and is already developing and promoting fully Hi-tech and integrated townships in a significant manner. It generates considerable employment opportunities through numerous industries & commercial organizations which run parallel or support the real estate industry, directly or through the outsourcings of your Company.

Details of major projects / townships of your Company are discussed in Management Discussion and Analysis Report.

Affordable Housings

Affordable Housing is a key growth driver in the real estate sector and is defined in terms of three main parameters, namely income level, size of dwelling unit and affordability Whilst the first two parameters are independent of each other, the third parameter of affordability is dependent and correlated to income level and property prices.

The rural-urban migration, post economic liberalisation, has resulted in rapid rise in India''s urbanisation which now stands at 31.2 % and the trend is likely to continue at CAGR of 2.1 %. Skyrocketing prices of land and real estate in urban areas have induced poor and economically weaker sections of society to occupy the marginal lands typified by poor housing stock, congestion and obsolescence. As a result a substantial housing shortage looms in urban India and a wide gap exists between the demand and supply of housing both in terms of quantity and quality.

Traditionally, the onus of supplying affordable housing has been with public sector entities like State Housing Boards and Development Authorities. However, in the last few years the constructive policy initiatives of the governments have encouraged private developers to launch projects in the affordable segment. The Government''s move to boost affordable housing through tax benefits on first time home loans up to Rs. 25 lacs is a positive sign for the home buyers. The Union Budget 2014-15 also mentions about setting up a Mission on Low Cost Affordable Housing which will incentivize development of such housing.

In line with the demand in this sector, your Company has and ventured into affordable housings across all its projects as a large part of its development plan. Your Company is also in the process of coming up with such new projects which will contribute to the growth in the low cost residential segment. Launches made by your Company through various houses and apartments under Affordable and Mid Income housing segment in the States of Rajasthan, Uttar Pradesh and Haryana.have received good response from the customers. Your Company''s focus continues on this segment, particularly in key cities in Northern India and intends to further capitalize the current market trends.

5. CORPORATE SOCIAL RESPONSIBILITY {CSR>

Your Company has always been a committed organisation in working towards a social cause and meeting the societal expectations and thus moving towards a cooperative relationship. With this very notion in mind, the Company now seeks to extend its support towards community service with a public spirited approach by enhancing the quality of life in the field of healthcare, learning, and basic infrastructure facilities to the underprivileged. Through these CSR initiatives, your Company wishes to create a community of goodwill thus enabling itself to reinforce a positive and socially amicable corporate entity.

Your Company aims to actively contribute towards a healthy and harmonious environment in the society and communities around its areas of operation. This allows your Company to enhance co-operation to the society it caters.

Towards its aim, during the year, your Board has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Shri Sushil Ansal as the Chairman and Shri Prithvi Raj Khanna, Dr. Ramesh Chandra Vaish and Dr. Prem Singh Rana, Non Executive and Independent Directors, as other members.

The relevant provisions of the Companies Act, 2013 and Rules framed there under, in this regard, are being complied. The said CSR Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

As part of its existing Corporate Social Responsibility (CSR) your Company has since long supported the under- privileged and socially and economically backward sections of the society. This can be seen from many of its social projects in terms of setting up of schools, health care facilities, old age care homes and affordable homes for weaker sections. Your Company collaborates with social, charitable and NGOs which are similarly engaged in pursuit of upliftment of under-privileged sections of the society.

EDUCATION

Education imparts not just knowledge but a sense of perception, patience and most importantly nurtures an individual''s evolution for the future. The key factor knowledge is at core of all development efforts in advancing economic and social well being in an emerging nation like India.

Your Company, through its associates/ Trust, has ushered in the field of education and has built eminent institutes like Sushant School of Art & Architecture & Ansal Institute of Technology.

- Chiranjiv Bharti School, Gurgaon

Your Company, under the aegis of Chiranjiv Charitable Trust (CCT), (setup in 1976), presently runs two schools, in Gurgaon, in Palam Vihar and Sushant Lok respectively. Currently over 3500 students are studying in these schools. CCT was founded by Shri Sushil Ansal, who is a known supporter of academic excellence, having set up schools and institutions in Delhi NCR & Lucknow.

Â» ANSAL UNIVERSITY

The Institutes which run under the Ansal brand name has acquired the status of a University called "Ansal University" established under the Haryana Private Universities Act, 2006.

Ansal University is dedicated to its mission to nurture scholars, who will contribute to society by advancing knowledge and imparting it to new generations of students.

The University has established eight schools with a focus on Architecture, Design, Engineering & Management supported by Applied Sciences, Computer Applications, Humanities, and Languages & International Studies. A few unique features of the University are - contemporary curriculum, relevant pedagogy, emphasis on soft skills & trans- disciplinary learning (TDL) by all students across various disciplines.

More than 700 students in different programmes were admitted in the session 2012-13, which is a testimony to the acceptance of the quality education being provided by Ansal University.

The students having gone through the transcendental education model have come to the international benchmarks of quality education and are fast turning into all-rounded professionals for holistic perspective towards industry and academics.

Some of the focussed areas of the University for the coming years would be- media studies, fashion & design and legal studies.

- Chiranjiv Charitable Trust (CCT) has the distinction of setting up Ansal Institute of Technology, Gurgaon, which has merged into Ansal University in the year 2012 under The Haryana Private Universities Act 2006. The University provides higher quality education with global perspective.

- Sushant School of Art & Architecture (SSAA), in Gurgaon, has been set up by the Chiranjiv Charitable Trust (CCT) in 1989.Conceived with the objective of combining traditional Indian aesthetics and mode of urban planning with the needs of a modern city space; SSAA not only fulfilled this objective but also went beyond and set its own paradigm. SSAA has completed 25 years and it has been recognised as one of the top three schools of architecture in the Country.

SSAA has associations with a number of international universities and institutions such as Massachusetts Institute of Technology, AA School London, University of Bath, Deakin University, lllinios Institute of Technology, Chicago, Lawrence Technology University, Aristotle University, University of British Columbia, University of Melbourne. These international relationships ensure that SSAA is always in dialogue with world design community. In 2012, SSAA has merged into Ansal University.

Sushant School of Design''s curriculum is planned and progressed keeping in mind the individual''s potential and abilities for pursuing the courses of interior designing, fashion and textiles designing, product designing, and visual communication. In 2012, Sushant School of Design also merged into Ansal University.

School of Engineering and Technology is focussing on renewal energies, design and development of sustainable products and processes to enhance manufacturing and its productivity, affordable health care systems and services, future cities and new materials in bio medicine and cooling. It offers courses on computer science engineering, electronics, electrical and communication engineering, mechanical and civil engineering.

School of Management Studies offers management education with futuristic outlook. Courses include on real estate management, health care management, international business, specialisation in retail, insurance, tourism, marketing, finance, hotel management and catering technology.

School of International Studies promotes international education by way of learning by collaborating with universities and centres of excellence around the world. The School aims at creating study abroad programmes, integrating international and intercultural perspective.

During the year two new schools have been established in the University -School of Allied Health Sciences in collaboration with MAX Healthcare and School of Law with 120 seats for BA, LL.B duly approved by Bar Council Of India.

- Ansal Institute of Technology & Management. Lucknow (AITM)

Ansal Institute of Technology and Management (AITM), Ansal Technical Campus at Sushant Golf City, Lucknow has been set up by the Sushil Ansal Foundation. Affiliated to Gautam Buddh Technical University, Lucknow, it is one of the premier institutions in the field of technical and management education and the only Institute in the region approved by the AICTE to conduct International Twinning Program B. Tech. (Electrical & Computer Engineering) both at undergraduate and postgraduate levels in engineering, in foreign collaboration with Valparaiso University and in association with G. B. Technical University, Lucknow. The objective of the Institute is to generate creative professionals, who can contribute not only to the human resource development but also to the Nation building exercise.

RESOURCES CONSERVATION

Your Company recognizes the relationship of business sustainability with resources management and is committed to supervise and conserve the amount of water and electricity used across its project sites at the time of construction. In order to create awareness amongst employees towards environment and resources conservation, your Company organises various camps and has been anchoring green initiatives on a regular basis. The projects of your Company have integrated environment protection, up gradation, conservation, water harvesting, etc., and plantation of trees etc., as a part of the sustainable development.

DAY CARE CRECHE FACILITIES AT PROJECT SITES

Your Company, through an NGO- ''Mobile Creches'', ensures a healthy and secure childhood for children through quality day care programmes aimed at holistic development. This further creates favorable conditions for women to work at the Company''s project sites by providing them the necessary day care support for their children and providing opportunities for basic schooling skills. Day care programs run for eight hours, six days a week for children as young as newborns to 12 year olds, with a trained, experienced and caring staff.

COMMUNITY DEVELOPMENT INITIATIVES

Your Company strongly believes in contributing to and investing in communities in and around its project sites. Under this endeavour, several initiatives have made a lasting impact on the economic, environmental and social conditions of local people. Some such initiatives are:

- Tree plantations

- Adoption of villages connected to project sites of the Company

- Construction of roads, sanitation facilities and temples

- Provision of electricity

- Provision of employment

- Sponsorship of vocational training programmes

- Blood Donation Camps

- Provision of health facilities to poor people HEALTHCARE

- Ansal Diya Foundation- A trust which has been established in 2013, to carry out philanthropic activities in the fields of education, healthcare, diagnostics, medical spiritual centre, scientific research, housing and providing food for the poor and needy, and to support, promote, improve, establish facilities and infrastructure for provision of services to the community. Your Company, through this trust, has been supporting primary school education to the underprivileged children from the slum clusters. It is also being planned to conduct regular basic healthcare facilities with assistance in medicines to those in need in villages that have no access to the hospital facility.

- Shanti Sahyog: A NGO, Shanti Sahyog, is engaged in carrying out its health care and vocational training

programmes in and around Delhi for more than the last six years. Help has been extended to Shanti Sahyog in renovating and re-starting a dysfunctional health centre in Kalkaji, New Delhi. The health centre provides free preventive and curative health care, with a focus on women''s health. It caters to more than 850 families that reside in the nearby slum areas, in addition to those living in poverty and deprivation in areas in and around Kalkaji. This health centre also supports a vocational training centre where women are taught income generating skills by professional teachers such as tailoring, designing and embroidery to make them economically self reliant.

- Village Kahma in Punjab: The welfare and social upliftment of this village and the surrounding areas has been undertaken through Kahma Welfare Committee, a non profitable organization set up for this purpose. This initiative has been in progress for decades. A hospital in Kahma-Hansraj Government Hospital - in the name of Late Sh. Hans Raj - grandfather of Shri Sushil Ansal, has been set up. The Welfare Committee has been working well in providing medical support to the villagers of Kahma in Punjab and adjoining villages with the support from your Company. Specialized eye camps are organized every year and many are getting benefitted through camp facility.

HOUSING FOR ECONOMICALLY WEAKER SECTIONS (EWS) OF THE SOCIETY

More than three thousand plots for Economically Weaker Sections of the society, in townships of the Company, in the process of development. The plots were allotted through open public lottery system at highly subsidized rates with easy interest free instalments. More than 3000 affordable homes are being developed in the projects in Uttar Pradesh and Rajasthan and it is also proposed to further add to above tally of dwelling units in the affordable housing category in the next few years.

SENIOR CITIZEN HOME

A plot of 1000 sq. m. has long since been donated to establish a Senior Citizen''s Home in Palam Vihar, Gurgaon. Free technical and engineering support was provided to build this home called Chiranjiv Karam Bhoomi. Several senior citizens have been and are staying in this home which is being run by Divya Chaya Trust comprising Smt. Kusum Ansal and other members of the Trust.

PROMOTION OF LITERATURE

Kusumanjali Foundation, another social and literary initiative of your Company, a non-profit making company is also promoting literary works of budding writes in Hindi and other regional languages. Kusumanjali Foundation is established by Dr. (Mrs.) Kusum Ansal, the well known writer and supported by your Company.

Your Company has launched SAMVAD - a literary charitable organization by your Company. SAMVAD provides an opportunity for creative writers where their literary works are discussed and analysed. Your Company''s social and charitable initiatives have been going support for more than twenty years. A collection of the selected works of the members of the Samvad has been compiled into a book for dissemination to public and creative fraternity.

The Foundation has recently instituted an Annual Award titled "Kusumanjali Sahitya Samaan" to honour the creative writers, under whose auspices it has felicitated the literary contribution of two eminent writers, one each in Hindi and Bengali. Every year the Foundation will, as enunciated, honour the literary works written in Hindi and other regional languages. The award winner will also receive a cheque of Rs. 2,50,000/-, the citation, a shawl and the award statue.

PROMOTION OF RELIGIOUS AND SPIRITUAL ACTIVITIES

Ethics and principles, which are immensely deep rooted in the philosophy of spiritualism and religious inclinations, are valued. Contributions have been made to religious and spiritual activities from time to time. An extended portion of Chhattarpur Temple in Delhi has been built. Earlier, a donation of five acres of land has been made to ISKCON, where a spiritual learning centre and the construction of temple are already in progress.

6. NOTABLE ACCOLADES RECEIVED DURING THE YEAR

- Sushant Golf City, Lucknow project of the Company has been conferred the title of "Best Project in Uttar Pradesh" by Franchise India.

- The Institute of Economic Studies has selected your Company for its excellent performance in generating

economic activities in the Real Estate Sector and has given Excellence Award. Shri Prabhunath Misra, Managing Director of the Company has been conferred the "UDYOG RATTAN AWARD" for excellence in professionalism.

- The State Fruit, Vegetable & Flower Show-2014 was organized under the aegis of Department of Horticulture, Govt, of Uttar Pradesh, Lucknow, against 248 entries of floral segment, your Company API secured 215 prizes with 103 First, 49 Second & 63 Third.

- In floral segment against 143 entries of floral segment, Again your Company secured 124 prizes with 59 First, 31 Second & 34 Third and was also adjudged best for award of prestigious 4 Running Shields in different categories of Flowers at Nagar Nigam flower show, Lucknow.

- Green Escape, Sonepat Project of the Company has been conferred the title of "Best Residential Apartment" By NDTV Property Awards 2013.

7. SUBSIDIARY COMPANIES

Your Company announces consolidated financial results on a quarterly basis. As required under the Listing Agreement with the Stock exchanges, Consolidated Financial Statements are attached.

During the Financial Year 2013-14 your Company has not done any direct investment in the securities of other companies. However, Ansal Hi-Tech Townships Limited (AHTL), which is subsidiary of the Company, has purchased the entire Equity shares of ARZ Properties Limited, Tamanna Realtech Limited, Singolo Constructions Limited and Unison Propmart Limited consequent upon which the said companies have become Wholly Owned Subsidiaries (WOSs) of AHTL, whereby also become the chain subsidiaries of the Company.

Accordingly, as on the 31st March, 2014, the number of subsidiaries of the Company has increased from sixty (60) to sixty four (64).

In terms of the General Circular No. 2/2011 dated the 8th February, 2011 issued by the Ministry of Corporate Affairs (MCA), Government of India, a general exemption has been granted from attaching the accounts of the subsidiaries companies with that of the holding company. As per the said Circular, the Central Government has directed that permission under the provisions of Section 212 of the Companies Act, 1956 shall not be required where the Board of Directors of the holding company gives its consent, and, other conditions are complied. These include:-

(a) the preparation and circulating the consolidated audited accounts of holding company {i.e. consolidated with that of its subsidiary companies } as per applicable accounting standards.

(b) disclosure by the holding company of the information relating to the capital, reserves, total assets, total liabilities, details of investment, turnover, profit before tax, provision for taxation, profit aftertax, proposed divided etc., of each of the subsidiary companies with the consolidated balance sheet of the holding company.

(c) undertaking by the holding company that annual accounts of its subsidiaries shall be made available to the shareholders of the holding & subsidiary companies seeking such information at any point of time, etc.

Accordingly, with the consent of the Board and compliance with other relevant conditions, the balance sheets of the subsidiaries companies of the Company as on the 31st March, 2014 are not attached.

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Sixty Four (64) Subsidiary companies as on the 31st March, 2014, which includes four (4) WOSs, five (5) subsidiaries and fifty five (55) chain subsidiaries, is enclosed and marked as Annexure A.

The Annual Accounts of the aforesaid subsidiaries and related detailed information could be inspected by/ shall be made available to the members of the Company and its subsidiaries, seeking such accounts/ information, at any time, during the working hours at the Registered office of the Company and at the offices of the respective subsidiaries. The Company shall furnish a hard copy of the accounts of its subsidiary/ies to any member on demand.

8. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement, which forms a part of this Annual Report, has been prepared in accordance with principles and procedures set out in the Accounting Standard-21 on ''Consolidated Financial Statements'' and Accounting Standard-27 on ''Financial Reporting of Interest in Joint Ventures'', issued by the Central Government under Companies Accounting Standard Rules, 2006. These Statements have been prepared on the basis of financial statements received from sixty four (64) subsidiaries {as mentioned in the above para} and four (4) joint venture companies.

9. STATUTORY STATEMENTS

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed 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, is not applicable to your Company.

B. Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as follows:-

Particulars For the Financial Year For the Financial Year on 31st March, 2014 on 31st March, 2013

Expenditure in Foreign Currency

Travelling expenses 29.15 35.37

Imported Materials 291.11 320.46

Professional Fee/Brokerage 6.80 -

Advertisement 20.10 49.06

Architect Fee 139.72 80.49

Membership Fee 1.73 1.62 Repair & Maintenance Refund to Customers

Total 488.61 487.00

Earnings in Foreign Currency

sale of Flats/Plots/Farms etc. 17.82 79.91

C. Amount due to Small-Scale Industries

During the Financial Year 2013-14, an amount of Rs. 3.14 lac is due to small scale industrial undertakings as on the 31st March, 2014, (previous year Rs. 0.04 lacs) and the same has also been disclosed in the financial statement.

D. Particulars of Employees

During the year under review, 6(Six) employees/directors were in receipt of remuneration of Rs. 60 lacs or more per annum, or, Rs. 5 lacs or more per month if employed for a part of the year. In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, the names and other particulars of employees/ directors are set out in the annexure to the Directors Report as Annexure B.

10. CORPORATE GOVERNANCE

Your Company''s Corporate Governance philosophy stems from the belief that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor confidence.

Your Company has continuously been endeavouring to infuse the philosophy of Corporate Governance in all its activities so as to conduct its affairs to ensure equality to all stakeholders.

As required:-

a) A report on Corporate Governance together with a certificate received from Shri Vivek Arora, Company Secretary in Practice confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given separately which forms part of this Report;

b) Management''s Discussion and Analysis Report is also given separately and also forms part of this Report.

11. FIXED DEPOSITS

As on the 31st March, 2014, fixed deposits stood at Rs. 200.83 crores as against Rs. 195.33 crores in the previous year.

The Company has, w.e.f. the 01st April 2014, stopped accepting/renewing fixed deposits since the Company has not been able to comply with the provisions of Section 73 {Corresponding Section 58 A of the Companies Act, 1956} and other applicable Sections of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

12. TRANSFER OF UNCLAIMED DEPOSITS / DIVIDEND TO IEPF

As per the provisions of Section 205C of the Companies Act, 1956, deposits / dividend remaining unclaimed for a period of seven years from the date they become due for payment have to be transferred to Investors Education & Protection Fund (IEPF) established by the Central Government.

Accordingly, unclaimed dividend amount for the financial years 1995- 1996 to 2005-2006 and the interim dividend for the financial year 2006-07, from time to time on due dates have been transferred to Investor Education and Protection Fund (IEPF), and the unclaimed deposits for the Financial Years 1995-1996 to 2005-2006 have also been transferred to the said IEPF

13. DIRECTORS

Resignation

During the financial year, Shri Vijay Jindal, Executive Director, had resigned from the Directorship of the Company w.e.f. the 31st August, 2013. The Board of Directors had placed on record its appreciation for the most valuable services rendered by Shri Vijay Jindal during his tenure on the Board of the Company.

Appointment of Independent Directors

The Board of Directors at their meeting held on the 12th August, 2014, pursuant to the provisions of Section 149, 150 and 152 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Clause 49 of the Listing Agreement entered with the Stock Exchanges, has appointed Shri Dharmendar Nath Davar, Shri Prithvi Raj Khanna, Dr. Ramesh Chandra Vaish, Dr. Lalit Bhasin and Dr. Prem Singh Rana, who are existing Independent Directors of the Company since inception of their appointments, in terms of Clause 49 of the Listing Agreement, as Independent Directors for a period of five consecutive years commencing from the 29th September, 2014 to the 28th September, 2019, in compliance with the requirements of the said Sections/ Rules and Clause.

The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49 of the Listing Agreement.

Woman Director

In terms of Section 149(1) of the Companies Act, 2013 and Rules framed thereunder and new Clause 49 of the Listing Agreement ( effective from the 01st October, 2014) the Board shall appoint a suitable person in compliance thereto.

Appointment of new Managing Director

The Board of Directors and its Nomination Committee and Compensation / Remuneration Committees {Both Committees stand dissolved and the new Committee named Nomination and Compensation Committee has been constituted by the Board on the 14th May, 2014}, at their respective meetings held on the 9th August 2013, have approved the appointment of Shri Prabhunath Misra, an eminent bureaucrat (Retd.) who has occupied various senior positions in Government of Uttar Pradesh in the capacity as Sub Divisional Magistrate / Sub Divisional Officer 1963 - 1970, Additional District Magistrate (Lucknow) 1971 - 1976, Joint. Secretary to U.P Government 1977 - 1979, Director of Estates (U.P. Govt.) 1979 - 1982, as Managing Director of the Company with effect from the said date for a period of 5 {five} years in accordance with the applicable provisions of the Companies Act, 1956. The matter of appointment of Shri Prabhunath Misra as Managing Director had been approved by the shareholders of the Company at its 46th Annual General Meeting held on the 27th September, 2013.

Re-appointment of Shri Sushil Ansal as Chairman & Whole Time Director and Shri Anil Kumar as Joint Managing Director and CEO.

Shri Sushil Ansal was re-appointed as Chairman & Whole Time Director of the Company for a period of five years w.e.f. the 1st April, 2010 at the Annual General Meeting of the Company held on the 29th September, 2010, and accordingly the tenure of his appointment will expire on the 31st March, 2015. The Board of Directors have decided on the 12th August, 2014 to re-appoint Shri Sushil Ansal, as Chairman & Whole Time Director for a further period of five years w.e.f. the 1st April, 2015. The terms and conditions of his re-appointment and remuneration have been approved by the Board of Directors and its Nomination and Remuneration Committee at their respective meetings held on the 12th August 2014. The matter of granting approval to his re-appointment as Chairman and Whole-time

Director is included in the Notice for this 47th Annual General Meeting.

Shri Anil Kumar was re-appointed as Joint Managing Director and Chief Executive Officer of the Company for a period of five years w.e.f. the 1st April, 2010 at the Annual General Meeting of the Company held on the 29th September, 2010, and accordingly the tenure of his appointment will expire on the 31 - March, 2015. The Board of Directors have decided on the 12th August, 2014 to re-appoint Shri Anil Kumar, as Joint Managing Director and Chief Executive Officer for a further period of five years w.e.f. the 1st April, 2015. The terms and conditions of his re-appointment and Remuneration have been approved by the Board of Directors and its Nomination and Remuneration Committee at their respective meetings held on the 12th August, 2014. The matter of granting approval to his re-appointment as Joint Managing Director and Chief Executive Officer is included in the Notice for this 47th Annual General Meeting.

Retiring by rotation and re-appointment

In terms of Section 152 of Companies Act, 2013 ("Act") not less than 2/3rd of the total number of Directors of a public Company shall be persons whose period of office as Directors is liable to determination by retirement by rotation and out of such number of directors, 1/3rd nos. of directors shall retire from office at every Annual General Meeting. Moreover, such company is permitted to have maximum 1/3rd of its Directors as non rotational.

In terms of Section 149 (13) of the Act, the total number of such Directors {i.e. 2/3rdof the total number of Directors whose period of office as Directors is liable to determination by retirement by rotation}, shall not include the Independent Directors to be appointed in terms of the section 149 {4} of the Act. Hence the Independent Directors are to be excluded from the calculations of rotational and non rotational directors.

In view of above provisions of the Companies Act, 2013 and Rules framed there under and in compliance thereto, out of total 9 {Nine} Directors of the Company, 4 {Four} Executive Directors shall be the persons whose period of office is liable to determination by retirement of directors by rotation and out of such 4 {Four} directors, 1/3rd nos. of directors i.e. 2 {Two} shall retire from office at this 47th Annual General meeting, who have been longest in office since their last appointment.

In terms of the said provisions of Companies Act, 2013 and its Rules, Shri Sushil Ansal, Chairman and Whole Time Director and Shri Anil Kumar, Whole Time Director of the Company are due to retire by rotation at the ensuing AGM. Both are eligible for re-appointment and offer themselves for re-appointment. The matter of re-appointing them is included in the Notice of this 47th Annual General Meeting.

Change in Company Secretary and Compliance officer

During the financial year, Shri Suresh Menon, Company Secretary and Compliance officer has resigned from the Company. Shri Amitav Ganguly has since then joined your Company as Company Secretary and Compliance officer.

Alteration of Articles of Association of the Company providing that all Executive Directors have their periods of office liable to determination by retirement by rotation, annually.

The Company has nine (9) nos. of Directors on its Board of Directors {"Board"}, out of which five (5) nos. of Directors are Non Executive Independent Directors and shall not to be reckoned forthe purposes of the provisions of Companies Act, 2013 and its Rules of rotational and retiring directors. Hence the offices of balance four (4) nos. of Executive Directors of the Board need to comply with the said provisions of rotational and retiring directors. Hence it is proposed to amend the existing Article No. 117 {d} of the Articles of Association of the Company by substituting the same with modified Article No. 117 {d} to make the periods of offices of all the Executive Directors liable to determination by retirement by rotation, annually, at every Annual General Meeting.

In terms of the provisions of Section 14 of the Act for amending the Articles of Association, as aforesaid, approval of the shareholders will be required by way of passing a Special Resolution.

The Board of Directors at their meeting held on the 12th August, 2014, has recommended to the Shareholders amendment in the existing Articles of Association of the Company to provide accordingly. The matter of alteration of existing Article No. 117 {d} of the Articles of Association of the Company is included in the Notice of this 47th Annual General Meeting.

Alteration in the Articles of Association of the Company to ensure the existing Articles of Association of the Company are in compliance with the Companies Act, 2013 and Rules framed there under.

The Companies Act, 2013 {"Act"} had been enacted by the Parliament and assented to by the President of India on the 29th August, 2013 which is replacing the Companies Act, 1956, in phases. Ministry of Corporate Affairs had accordingly decided to enforce the provisions of the new legislation and, notifications for implementation of 283 Sections of the new Act with effect from the 01st April 2014 had been issued by the Ministry on 26th March, 2014. Further majority of the Rules framed under the New Act had also been made applicable with effect from the 01st April, 2014.

The Board of Directors {"Board"} at their meeting held on the 12th August, 2014, has recommended to the shareholders the proposal of alteration in existing Articles of Association of the Company by insertion of a new Article No. 197 therein to ensure that the existing Articles of Association of the Company are in compliance with the Companies Act, 2013 and Rules framed there under.

In terms of the provisions of Sections 5 and 14 and all other applicable provisions, if any, of the Companies Act,

2013, and the Companies {Incorporation} Rules, 2014, as amended from time to time, approval of the shareholders is required by way of passing a Special Resolution for alteration of existing Articles of Association of the Company. The matter of alteration of existing articles is included in the Notice of this 47th Annual General Meeting.

14. AUDITORS'' REPORT AND AUDITORS

Auditors

In terms ofthe provisions of Section 139 ofthe Companies Act, 2013 and the Companies (Audit and Auditors) Rules,

2014, the Statutory Auditors, if appointed by the shareholders in Annual General Meeting, shall hold office from the conclusion of that meeting till the conclusion of its sixth Annual General Meeting and thereafter till the conclusion of every sixth meeting. Provided that a company shall place the matter relating to such appointment for ratification by shareholders at every Annual General Meeting. An existing company is, however, required to comply with these provisions within three years of commencement of the Companies Act, 2013.

The tenure ofthe Statutory Auditors ofthe Company, M/s S. S. Kothari Mehta & Company, Chartered Accountants, having their office at 146-149 Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi-110065, who have been appointed by the shareholders at their 46th Annual General Meeting held on the 27th, September, 2013 comes to an end at the conclusion of this Annual General Meeting, in terms ofthe applicable provisions ofthe Companies Act, 1956/ Companies Act 2013.

The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limit prescribed under Section 141 ofthe Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Board of your Company which is an existing company, recommends the appointment M/s S. S. Kothari Mehta & Company, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of next AGM of the Company to be held in the year 2015 at a remuneration to be decided by the Board. The matter of appointment of M/s S. S. Kothari Mehta & Company as Statutory Auditor is included in the Notice of this 47th Annual General Meeting.

Report

The Notes to Accounts, forming part of Balance Sheet as at the 31st March, 2014 and Profit & Loss Account for the year ended on that date, referred to in the Auditors''Report, are self explanatory. However, in terms of subsection {3} of Section 217 ofthe Companies Act, 1956 {the Act}, the Auditors'' Report on the Accounts for the year ended on the 31st March, 2014, which carries certain observations/qualifications, have been responded by the Management which alongwith such observations /qualifications are given below: -

i) During the period under review the Company has not claimed any exemption under section 80 lAofthe Income Tax Act, 1961. Exemption amounting to Rs. 3,448 lacs has been claimed uptothe period ended March 31, 2011 under section 80 IA ofthe Income Tax Act, 1961 being tax profits arising out of sale of Industrial Park units, pending the notification ofthe same by Central Board of Direct Taxes (Competent Authority). The Competent Authority has not passed notification under section 80 IA(4) (iii) of the Act and, hence, rejected the application as filed by the company, against which Review Petition has been filed by the company before the Competent Authority. The company has taken the opinion that the Review Petition as filed satisfies all the conditions specified under Industrial Park Scheme, 2008 being replaced under Industrial Park (Amendment) Scheme, 2010, hence, eligible for notification under section 80 IA (4) (iii) of the Act.

ii) The Auditors ofthe Company have drawn attention to the fact that the Company is carrying project inventory of Rs. 16,733 lacs for Group Housing Project in Greater Noida. Due to downward trend in the market, the Greater Noida Industrial Development Authority (GNIDA) announced a Scheme whereby the developers have an option to accept project on a smaller piece of land equivalent to the amount paid and surrender balance project land subject to certain conditions. The management had applied to the Authority conveying its intention to develop the project under this Scheme. The matter is under consideration and appropriate adjustment will be made when the final decision has been taken by GNIDA.

Management response to the comments from the Statutory Auditors

The Company has completely paid total overdues towards principal and interest outstanding to Banks and Financial Institutions as on the Balance Sheet date, as mentioned in para 11 of Annexure to the Auditor''s Report.

VARIOUS POLICIES

In compliance with Companies Act, 2013 and Rules made there under and New Clause-49 of the Listing Agreement (effective from the 01st October, 2014), your Board of Directors and its various Committees have approved the following Policies/Criteria at their meetings held on the 12th August, 2014 and the same have also been uploaded on the website of the Company i.e. www.ansalapi.com.

i. Payment to Non-Executive Directors of the Company

ii. Board Diversity

iii. Vigil Mechanism/Whistle Blower

iv Remuneration of Directors, Key Managerial Personnel & Other Employees

v. Related Party Transactions

vi. Material Subsidiary Companies

vii. Code of Conduct for Directors {including Independent Directors} and Senior Management

viii. Performance Evaluation of Board and Independent Directors

15. LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE), Delhi Stock Exchange Association Ltd. (DSE) and Bombay Stock Exchange Ltd. (BSE).

Listing fees for the Financial Year 2014-15 has been paid by the Company to all the Stock Exchanges (i.e. DSE, BSE & NSE) in time and no amount is outstanding.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the Management, your Directors hereby confirm:

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

ii) That appropriate accounting policies have been selected and applied them consistently, and, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on the 31st March, 2014, and of the profit of the Company for the year ended on that date.

iii) That proper and sufficient care has been taken for 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.

iv) That the Annual Accounts have been prepared on a going concern basis.

17. ACKNOWLEDGMENT

Your Directors would like to express their heartfelt admiration and gratefulness to:-

All the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

All the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

The shareholders, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

Your Directors also appreciate the devoted teamwork and professionalism of the employees of the Company and its subsidiaries and the Group, at all levels. The employees continue to remain the Company''s most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review and that lie ahead.

Regd. Office: For and on behalf of the Board 115, Ansal Bhawan 16, Kasturba Gandhi Marg NewDelhi-110001 CIN L45101DL1967PLC004759 (Sushil Ansal) Chairman & Whole Time Director Date: 12th August, 2014 Place : New Delhi

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 46th {forty sixth} Annual Report along with the Audited Statements of Accounts of your Company for the Financial Year ended on the 31st March, 2013.

1. COMPANY PERFORMANCE

A. Financial Highlights

(Rupees in lacs) Particulars For the year For the year ended 31st March 2013 ended 31st March 2012

Sales & Other Income 105657 105693

Profit (Before Interest, Depreciation,

Exceptional Items and Taxes) 13720 13571

Less : Interest 6407 8275

Depreciation 1012 7419

989 9264

Profit Before Tax Carried to Balance Sheet 6301 4307

Less : Provision for taxation 1875 849

Profit After Tax 4426 3458

Add : - Surplus Profit brought forward from previous year

Disposable Profit

APPROPRIATIONS :

Proposed Dividend including

Dividend Tax

- Transfer to General Reserve

- Debenture redemption Reserve

Surplus carried to Balance Sheet 4426 3458

B. Operations

Net Profit for the year 2012-13 stood at Rs. 4,426 Lacs as against Rs. 3,458 Lacs in the year 2011-12. The total turnover including other income for the year 2012-13 stood at Rs. 1,05,657 Lacs, as compared to Rs. 1,05,693 Lacs for the year 2011-12. In the current year no amount has been transferred to General Reserve.

2. CAPITAL STRUCTURE

During the Financial Year 2012-13, there has been no change in the capital structure of the Company.

3. DIVIDEND

The Board of Directors of your Company, keeping in view the uncertainties in the economic situation in the country and the real estate sector in particular, along with the imperative need to conserve resources, decided not to recommend any dividend for the year.

4. BUSINESS

Your Company is one of the leading real estate development companies in India with over four decades of real estate development experience. During the last 46 years, as one of the front runner real estate development companies, it is and has been eminently engaged in the field of housing and real estate business covering development of Hi-Tech and Integrated Townships and other large mixed-use and stand-alone developments in the residential, commercial, retail and hospitality segments, with a focus on large-scale mixed use developments, particularly in residential projects. The business is being carried on by the Company on its own as well as through various associates, joint ventures and collaborations. As a well-known developer, your Company has several iconic buildings in Connaught Place (CBD of New Delhi) viz. Akash Deep, Surya Kiran, Vikas Minar, Amba Deep, Statesman House etc., and it has established its brand image through long decades. The majority of its projects are located in the NCR, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab.

Through Management''s Discussion and Analysis Report forming part of the Directors'' Report, your Board/Management has tried to capture broader overview of the global economic scenario and the Indian economy situation and more particularly the realty sector prevailing in the Country which have and shall have impact on the nature of Company''s business and generally in the class of business in which the Company has an interest. Your Company will explore further growth plans under the challenging face of the Indian economy in the pre-election year.

REAL ESTATE SECTOR

Your Company has currently projects under various stages of implementation across residential, commercial and retail. Townships forms the major portion of the land bank and real estate development plans. Details of major townships of your Company has been covered in detail herein below and the under the Management Discussion and Analysis Report.

Affordable Housings

Affordable Housing Â A Key Growth Driver in the Real Estate Sector, and is defined in terms of three main parameters, namely income level, size of dwelling unit and affordability. Whilst the first two parameters are independent of each other, the third parameter of affordability is dependent and correlated to income level and property prices.

The rural-urban migration, post economic liberalisation, has resulted in rapid rise in India''s urbanisation which now stands at 31.2% and the trend is likely to continue at CAGR of 2.1%. Skyrocketing prices of land and real estate in urban areas have induced poor and economically weaker sections of society to occupy the marginal lands typified by poor housing stock, congestion and obsolescence. As a result a substantial housing shortage looms in urban India and a wide gap exists between the demand and supply of housing both in terms of quantity and quality. Traditionally, the onus of supplying affordable housing has been with public sector entities like State Housing Boards and Development Authorities. However, in the last few years the constructive policy initiatives of the governments have encouraged private developers to launch projects in the affordable segment. The Government''s move to boost affordable housing through tax benefits on first time home loans up to Rs. 25 lakhs is a positive sign for the home buyers.

In line with the demand in this sector, your Company has also strategised to get into affordable housings across all its projects as a large part of its development plan. Your Company is also in the process of coming up with such new projects which will contribute to the growth in the low cost residential segment. Launches made by your Company through various houses and apartments under affordable and mid income housing segment in the States of Rajasthan, Uttar Pradesh and Haryana, which have received good response from the customers. Your Company''s focus continues on this segment, particularly in key cities in Northern India and intends to further capitalize the current market trends.

Townships

Integrated Townships have played an essential role in opening the gates for the real estate development across the country that offers its residents the promise of a quality lifestyle tailored to suit every budget. Your Company has pioneered in such development and is already developing and promoting fully Hi-Tech and Integrated Townships in a significant manner.These townships not only help in meeting the demand for residential and commercial space but also raise the quality of life that is lacking in high density core areas of Indian cities. It generates considerable employment opportunities through numerous industries & commercial organizations which run parallel or support the real estate industry, directly or through contractual outsourcings of your Company. Some of the significant projects under development are as follows:-

- SUSHANT GOLF CITY, Modern Hi-Tech Township in Lucknow

The development of your Company''s premiere Hi-Tech Residential Township, Sushant Golf City in Lucknow, Uttar Pradesh sprawling across 3530 acres of land is at full swing. As you are already aware that this ultra modern township offers wide range of residential/commercial properties with world class facilities. Located along the expressway within minutes drive from Lucknow International Airport, Sushant Golf City has already become a preferred destination to live in Lucknow due to cleaner air far away from the city and quality of amenities provided and for various opportunities in Lucknow for employment, trade and commerce. It has about 393.45 acres of land dedicated only to greenery with a world class 18 hole Golf Course and hence this mega Township makes life on the greens a reality. The construction work is in progress and many built-up units have been offered for possession. The high-end villas being added by your Company in this mega Township has resulted tremendous response. The Golf Habitat villas are state-of-the-art designer villas and has features which are not only matching with the international class but has also redefined luxury in the true sense of the word.

Your Company through its associate, has already launched its established brand "The Maple Town & Country Club" at Lucknow and the development work at the site is at full swing. Some reputed institutions and business centres have already started operating such as Ansal Institute of Technology, Goenka International School and Bharti Wall-Mart bulk market centre.

Recently, one of the best super speciality hospitals, "Medanta The Medicity" has shown interest to establish a multi-super speciality hospital in your Company''s Complex by entering into an agreement with your Company which itself will not only upgrade the stature of Sushant Golf City but will provide quality healthcare to the residents of Lucknow city.

As informed to you earlier, your Company has plans to establish a cricket academy with the expertise of renowned cricketer Shri Yuvraj Singh, a tennis academy with well known tennis player, Shri Mahesh Bhupati, and, an Iskcon Spiritual Centre at your Company''s complex at Lucknow. The development and construction operations, within the township, are in full swing which has given further recognition to your Company as a master developer engaged in the creation of big townships.

Sushant Golf City has been accepted by the people in Lucknow and in the State of Uttar Pradesh as "New Lucknow" as it provides quality housing, employment and opportunities to make profitable investments in the Real Estate sector. An internationally comparable educational chain, which started operating just two years ago is now known as one of the best educational institute for schooling of the children up to high school level in Lucknow. Ansal Institute of Technology has already gained fame and it is rendering service to train the talented work force which has given momentum to the reputation of your company.

Out of nine ambitious projects initiated under the Hi-Tech Township policy within the State of Uttar Pradesh your Company is the unquestioned leader and today your Company''s Sushant Golf City at Lucknow is known as one of the best and largest township being developed by any real estate company. In view of the tremendous response shown by the public in general, your township is being expanded up to 6450 acres and the proposal is in active consideration of the Government of Uttar Pradesh.

Your Company is one of the leaders in the township development area in the sense that the national and state housing policies have been successfully translated into action and after procurement of lands and development of infrastructure. This has attracted several numbers of builders and investors who have supported your Company both financially and technically, which has resulted in your Company being one of the best housing developers developing properties at competitive rates for the general public. This module of business has been redefined by your Company which is unparallel in the field of real estate so far. This very fact has elevated the status of your Company as a committed developer and in the Government Sector; it is now recognized as a significant group capable to carry on big national projects in the real estate sector.

- SUSHANT MEGAPOLIS - Green Hi-Tech Township, Adjoining Greater Noida

Sushant Megapolis is a green {Environment friendly} Hi-Tech Residential township being developed by Ansal Hi-Tech Townships Limited ( A Subsidiary Company) on an area admeasuring 2504 acres under the brand "SUSHANT MEGAPOLIS" having saleable area of about 77 million square feet as per the current norms. This Township is well connected with Delhi and other vital commercial centres through Gautam Budh Expressway to Greater Noida, Eastern Peripheral Expressway and NH-91. With the canal network and vast greens, this township is coming up as self sustaining urban development in the vicinity of Greater Noida, an area of excellence. Strategically located next to fast growing business centres of Noida and Greater Noida, this project is adjoining North India''s largest rail terminal coming up in Bodaki on the Delhi- Howrah railway line. Sushant Megapolis offers a wide range of commercial and residential properties. Sports and Recreational facilities being planned there equal the International Standards. A 18-hole golf course, designed by world renowned golfer Nick Faido, an exclusive golf club, world class equestrian club and polo ground and the Mahesh Bhupathi Tennis Academy are all coming up in the township to nurture future Indian champions. The township also offers facilities for academics at its advanced educational campus, comprising schools, colleges with international tie-ups.

The Medicity also proposed at Sushant Megapolis will cater to the growing medical tourism in the Country thus attracting many patients from the developed and developing countries. This Medicity will have renowned hospitals chains, a series of hi-tech medical healing centres with ultra modern healthcare facilities to provide quality healthcare.The Townships shall have state-of-the-art business and technology hubs including commercial business districts to promote walk to work culture and retail centres cum mall for convenience of the residents. It has group housing projects like Fairway Apartments, Cascade Green, Celebrity Residence, Aastha and Paradise Crystals. Sushant Megapolis is NCR''s principal self-contained integrated township by its size.

Being one of the biggest townships within NCR undertaken by the developer company, Megapolis has been accepted at the national level. With immediate developments like sports city, Yamuna expressway, Delhi- Mumbai Fairway Corridor and various other economic activities, this project is going to be a focal point of the developments in the NCR. The master plan road connecting Greater Noida area with GT Road is coming in shape which will elevate this whole project and it is going to be one of the most prestigious townships being developed.

V Integrated Townships - Golf Link I and II, Mohali

Your Company is developing two integrated townships in Mohali, {Punjab}. First Township is Golf Links I, spread in 240 acres and situated in Sector 114, where the Company is already giving possession of plots, independent floors and commercial. The Company has about 1000 high rise units coming up here being built by Army Welfare Housing Organisation.

The second Township is Golf Links II, spread over 106 acres and situated in Sector 116 where the development work is on completion stage and the Company is in the process of handing over possession to residential plots.Your Company''s endeavour is also to constantly create new business avenues through process of expansion by adding more areas to the existing townships.

In the coming years, your Company proposes to launch Wood Winds Towers at the entrance to Golf Links I, this Project will be crowning jewel of the Sector and will make the area a destination point. Besides this, the Company will also be launching independent floors in Golf Links-I in this Financial Year 2013-14.

V GREEN TOWNSHIP OF TOMORROW "ESENCIA", GURGAON

Your Company is all set to achieve one more first with the launch of the ''Esencia'' township project. The objective is to build and sustain a "self reliant community". Every aspect of the Township is designed to conserve natural resources and have minimal adverse impact on the environment. The emphasis is on protection, use and recycling of natural resources.

Esencia offers well-designed homes with the best amenities. Strategically located at Sector 67/67A, Golf Course Extension Road, Gurgaon, ESENCIA is spread over an area of approx. 250 acres. The Esencia Township has been registered as the pilot project for rating under GRIHA* (Green Rating for Integrated Habitat Assessment), in India. ADARSH (Association for Development and Research of Sustainable Habitats), an independent, registered society constituted by the MNRE (Ministry of New and Renewable Energy) and TERI (The Energy & Resources Institute), is helping your Company in this endeavour.

Esencia has been envisaged and designed to create a balance between modern and environmentally conscious living. It has premium plots ranging from 210 sq. mts to 999 sq. mts, independent luxury low rise floors on 210, 250 and 350 sq. mts plots, lavish villas on plots of 420, 500 and 840 sq mts. It also offers low rise independent floors within the mid segment, which will redefine the living and lifestyle of residents.

This Township will offer many leisure and recreational activities like medical centre, high school, primary and secondary schools, clubs, sports complex and convenience stores. The Township is fast approaching completion. It has eight fully developed parks with automatic sprinkler system, jogging tracks and landscaped surroundings. Flora in these parks will not only give a visual treat but will have indigenous species which will balance the eco- system. This Project is expected to be another landmark in gated community development by your Company.

V Integrated Township - Ghaziabad (Aquapolis)

Your Company is developing an integrated township spread over an area of 140 acres in Ghaziabad namely "Sushant Aquapolis". It comprises of flats, residential plots as well as plots for hospitals, schools, nursing home and commercial centres.

In addition to this other facilities vis-a-vis school nursing home, local shopping centre and Ansal Plaza mall are also lined up for development. Aquapolis will provide latest world-class designs with all the amenities.

- Other Integrated Townships

Your Company''s other integrated townships are Sushant City, Ajmer, Sushant City, Jaipur, Sushant City, Jodhpur, Sushant City, Agra, Sushant City, Meerut and others. The facilities in these townships include health centres, shopping complexes, schools, parks, community centres and underground parking systems.

5. CORPORATE SOCIAL RESPONSIBILITY {CSR}

Your Company has always been a committed entity in working towards a social cause and meeting the societal expectations and thus moving towards a cooperative relationship. With this very notion in mind, the Company now seeks to extend its support towards community service with a public spirited approach by enhancing the quality of life in the field of healthcare, learning, and basic infrastructure facilities to the underprivileged. Through these CSR initiatives, your Company wishes to create a community of goodwill thus enabling itself to reinforce a positive and socially amicable corporate entity.

Your Company aims to actively contribute towards a healthy and harmonious environment in the society and communities around its areas of operation. This allows your Company to enhance corporation from the society it caters.

Education

a. Chiranjiv Bharti School, Gurgaon

Your Company, under the aegis of Chiranjiv Charitable Trust (CCT), set up in 1976, currently runs two schools, in Gurgaon, in Palam Vihar and Sushant Lok respectively. Currently over 3000 students are studying in these schools. CCT was founded by Shri Sushil Ansal, who is a known champion of academic excellence, having set up schools and institutions in Delhi NCR & Lucknow.

b. Ansal Institute of Technology (AIT), Gurgaon

CCT also has the distinction of setting up Ansal Institute of Technology, Gurgaon, which has become Ansal University in the year 2012 under The Haryana Private Universities Act, 2006. The University provides higher quality education with global perspective.

The University has established eight schools with a focus on Architecture, Design, Engineering & Management supported by Applied Sciences, Computer Applications, Humanities, Languages & International Studies. A few unique features of the University are - contemporary curriculum, relevant pedagogy, emphasis on soft skills & trans- disciplinary learning (TDL) by all students across various disciplines.

More than 700 students in different programmes were admitted in the session 2012-13, which is a testimony to the acceptance of the quality education being provided by Ansal University.

The students having gone through the transcendental education model have come to the international benchmarks of quality education and are fast turning into all-rounded professionals for holistic perspective towards industry and academics.

Some of the focussed areas of the University for the coming years would be- media studies, fashion & design and legal studies.

c. Ansal Institute of Technology and Management (AITM), Lucknow

Ansal Institute of Technology and Management (AITM) at Sushant Golf City, Lucknow has been set up by the Sushil Ansal Foundation. Affiliated to Gautam Budh Technical University, Lucknow, it is one of the premier institutions in the field of technical and management education and the only institute in the region approved by the AICTE to conduct International Twinning Program B.Tech. (Electrical & Computer Engineering) both at undergraduate and postgraduate levels in engineering, in foreign collaboration with Valparaiso University and in association with G B. Technical University, Lucknow. The objective of the institute is to generate creative professionals, who can contribute not only to the human resource development but also to the Nation building exercise.

Resources Conservation

Your Company recognizes the correlation of business sustainability with resources management and is committed to monitor and conserve the amount of water and electricity used across its project sites at the time of construction. In order to create awareness amongst employees towards environment and resources conservation, your Company organises various camps and has been anchoring green initiatives on a regular basis. The projects of your Company have integrated environment protection, up gradation, conservation, water harvesting, etc. and plantation of trees etc. as a part of the sustainable development.

Day care crÃ¨che facilities at project sites

Your Company, through an NGO- ''Mobile CrÃ¨ches'', ensures a healthy and secure childhood for children through quality day care programmes aimed at holistic development. This further creates conducive conditions for women to work at the Company''s project sites by providing them the necessary day care support for their children and providing opportunities for basic schooling skills. Day care programmes run for eight hours, six days a week for children as young as newborns to 12 year olds, with a trained, experienced and caring staff.

Community Development Initiatives

Your Company strongly believes in contributing to and investing in communities in and around its project sites. Under this endeavour, several initiatives have made a lasting impact on the economic, environmental and social conditions of local people. Some such initiatives are:

- Tree plantations

- Adoption of villages connected to project sites of the Company

- Construction of roads, sanitation facilities and temples

- Provision of electricity

- Provision of employment

- Sponsorship of vocational training programmes

- Blood Donation Camps

- Provision of health facilities to poor people

Healthcare

a. Ansal Diya Foundation- A trust which has been established in 2013, to carry out philanthropic activities in the fields of education, healthcare, diagnostics, medical spiritual centre, scientific research, housing and providing food for the poor and needy, and to support, promote, improve, establish facilities and infrastructure for provision of services to the community. Your Company, through this trust, has been assisting primary school education to the underprivileged children from the slum clusters. It is also being planned to conduct regular basic healthcare facilities with assistance in medicines to those in need in villages that have no access to the hospital facility.

b. Shanti Sahyog: A NGO, Shanti Sahyog, is engaged in carrying out its health care and vocational training programmes in and around Delhi for more than six years. Help has been extended to Shanti Sahyog in renovating and re-starting a dysfunctional health centre in Kalkaji, New Delhi. The health centre provides free preventive and curative health care, with a focus on women''s health. It caters to more than 850 families that reside in the nearby slum areas, in addition to those living in poverty and deprivation in areas in and around Kalkaji. This health centre also doubles up as a vocational training centre where women are taught income generating skills by professional teachers such as tailoring, designing and embroidery to make them economically self reliant.

c. Village Kahma in Punjab: The welfare and social upliftment of this village and the surrounding areas has been undertaken through Kahma Welfare Committee, a non profitable organization set up for this purpose. This initiative has been in progress for decades. A hospital in Kahma-Hansraj Government Hospital - in the name of Late Sh. Hans Raj, grandfather of Shri Sushil Ansal, has been set up. The Welfare Committee has been working well in providing medical support to the villagers of Kahma in the district Nawanshahr of Punjab and adjoining villages with the support from your Company. Specialized eye camps are organized every year and many are getting benefitted through camp facility.

Housing for Economically Weaker Sections (EWS) of the Society

More than three thousand plots for Economically Weaker Sections of the society, in townships of the Company, in the process of development. The plots were allotted through open public lottery system at highly subsidized rates with easy interest free instalments. More than 3000 affordable homes are being developed in the projects in Uttar Pradesh and Rajasthan and it is also proposed to further add to above tally of dwelling units in the affordable housing category in the next few years.

Senior Citizen Home

A plot of 1000 sq. mts. has long since been donated to establish a Senior Citizen''s Home in Palam Vihar, Gurgaon. Free technical and engineering support was provided to build this home called Chiranjiv Karam Bhoomi. Several senior citizens have been and are staying in this home which is being run by Divya Chaya Trust comprising Smt. Kusum Ansal and other members of the Trust.

Promotion of Literature

In order to encourage Hindi writers and literature, your Company has launched SAMVAD - a literary charitable organization by your Company. SAMVAD provides an opportunity for creative writers where their literary works are discussed and analysed. Your Company''s social and charitable initiatives have been going support for more than twenty years.

Kusumanjali Foundation, another social and literary initiative of your Company, a non-profit making company is also promoting literary works of budding writes in Hindi and other regional languages. The Foundation has recently instituted an Annual Award titled "Kusumanjali Sahitya Samaan" to honour the creative writers, under whose auspices it has felicitated the literary contribution of two eminent writers, one each in Hindi and Tamil. Every year the Foundation will, as enunciated, honour the literary works written in Hindi and other regional languages.

Promotion of Religious and Spiritual Activities

Ethics and principles, which are immensely deep rooted in the philosophy of spiritualism and religious inclinations, are valued. Contributions have been made to religious and spiritual activities from time to time. An extended portion of Chhattarpur Temple in Delhi has been built. Earlier, a donation of five acres of land has been made to ISKCON, where a spiritual learning centre and the construction of temple are already in progress.

6. NOTABLE ACCOLADES RECEIVED DURING THE YEAR

^> Green Escape, Sonepat Project of the Company has been conferred the title of "Best Residential Apartment" By NDTV Property Awards 2013.

^ Ansal University has been conferred the prestigious "Outstanding Higher Education Leader" by SOE Global Education Awards for the year 2012.

7. SUBSIDIARY COMPANIES

During the Financial Year 2012-13, your Company has invested in the entire Equity shares of Charismatic Infrastructure Private Limited consequent upon which the said company has become a wholly owned subsidiary (WOS) of the Company. The Company has also invested in the Equity shares of Ansal Townships Infrastructure Limited following which the said company and its four (4) WOSs, Dream Infracon Limited, Effulgent Realtors Limited, Mangal Murthi Realtors Limited and Sukhdham Colonizers Limited have become the subsidiary and chain subsidiaries of the Company, respectively. Apart from this, Ansal Hi-Tech Townships Limited (AHTL), which is subsidiary of the Company, has purchased the entire Equity shares of Quest Realtors Private Limited, Euphoric Properties Private Limited and Ablaze Buildcon Private Limited consequent upon which the said companies have become WOS of AHTL, whereby also become the chain subsidiaries of the Company.

Accordingly, as on the 31st March, 2013, the number of subsidiaries of the Company has increased from fifty one (51) to sixty (60).

In terms of the General Circular No. 2/2011 dated the 8th February, 2011 issued by the Ministry of Corporate Affairs (MCA), Government of India, a general exemption has been granted from attaching the accounts of the subsidiary companies with that of the holding company. As per the said Circular, the Central Government has directed that permission under the provisions of Section 212 of the Companies Act, 1956 shall not be required where the Board of Directors of the holding company gives its consent, and, other conditions are complied. These include:- (a) the preparation and circulating the consolidated audited accounts of holding company {i.e. consolidated with that of its subsidiary companies as well as joint venture companies} as per applicable accounting standards

and listing agreement.

(b) disclosure by the holding company of the information relating to the capital, reserves, total assets, total liabilities, details of investment, turnover, profit before tax, provision for taxation, profit after tax, proposed divided etc. of each of the subsidiary companies with the consolidated balance sheet of the holding company.

(c) undertaking by the holding company that annual accounts of its subsidiaries shall be made available to the shareholders of the holding & subsidiary companies seeking such information at any point of time, etc.

Accordingly, with the consent of the Board and compliance with other relevant conditions, the balance sheets of the subsidiary companies of the Company as on the 31st March, 2013 are not attached.

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the sixty (60) Subsidiary companies as on the 31st March, 2013, which includes four (4) WOSs, five (5) subsidiaries and fifty one (51) chain subsidiaries, is enclosed and marked as Annexure A.

The Annual Accounts of the aforesaid subsidiaries and related detailed information could be inspected by / shall be made available to the members of the Company and its subsidiaries, seeking such accounts/ information, at any time, during the working hours at the Registered Office of the Company and at the offices of the respective subsidiaries. The Company shall furnish a hard copy of the accounts of its subsidiary/ies to any member on demand.

Subsequent to the end of the financial year, AHTL has also purchased the entire Equity shares of ARZ Properties Limited, Tamanna Realtech Limited, Singolo Constructions Limited and Unison Propmart Limited consequent upon which the said companies had become the WOS of AHTL, thereby the said four companies have become the chain subsidiaries of the Company. Accordingly, subsequent to the end of the Financial Year, the number of subsidiaries of the Company has been increased from sixty (60) to sixty four (64).

8. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement, which forms a part of this Annual Report, has been prepared in accordance with principles and procedures set out in the Accounting Standard-21 on ''Consolidated Financial Statements'' and Accounting Standard-27 on ''Financial Reporting of Interest in Joint Ventures'', issued by the Central Government under Companies Accounting Standard Rules, 2006. These Statements have been prepared on the basis of financial statements received from sixty (60) subsidiaries {as mentioned in the above para} and four (4) joint venture companies.

9. STATUTORY STATEMENTS

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed 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, is not applicable to your Company.

C. Amount due to Small-Scale Industries

During the Financial Year 2012-13, an amount of Rs. 0.04 lac is due to small scale industrial undertakings as on the 31st March, 2013, (previous year Rs. 12.04 lacs) and the same has also been disclosed in the financial statement.

D. Particulars of Employees

During the year under review, 8(Eight) employees/directors were in receipt of remuneration of Rs. 60 lacs or more per annum, or, Rs. 5 lacs or more per month if employed for a part of the year. In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, the names and other particulars of employees/ directors are set out in the annexure to the Directors Report as Annexure- B.

10. CORPORATE GOVERNANCE

Your Company''s Corporate Governance philosophy stems from the belief that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor confidence.

Your Company has continuously been endeavouring to infuse the philosophy of Corporate Governance in all its activities so as to conduct its affairs to ensure equality to all stakeholders.

As required:- a) A report on Corporate Governance together with a certificate received from Shri Amitav Ganguly, Company Secretary in Practice confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given separately which forms part of this Report;

b) Management''s Discussion and Analysis Report is also given separately and also forms part of this Report.

11. FIXED DEPOSITS

As on the 31st March, 2013, fixed deposits stood at Rs. 195.22 crores as against Rs. 100.21 crores in the previous year. Deposits amounting Rs. 117.09 Lacs (as on 31st March, 2013) have not been claimed by the depositors. Since then deposits amounting to Rs. 93.66 lacs have been claimed during the current year.

During the Financial Year 2012-13 your Company has, due to the increased nos. of the Fixed Depositors (Depositors) and in order to provide better services to them, engaged M/s Link Intime India Private Limited, Mumbai {Link Intime} to act as Registrar for the Fixed Deposit Schemes (Schemes) of the Company.

12. TRANSFER OF UNCLAIMED DEPOSITS / DIVIDEND TO IEPF

As per the provisions of Section 205C of the Companies Act, 1956, deposits/dividend remaining unclaimed for a period of seven years from the date they become due for payment have to be transferred to Investors Education & Protection Fund (IEPF) established by the Central Government.

Accordingly, the unclaimed dividends for the Financial Years 1994-1995 to 2004-2005 and the unclaimed fixed deposits for the Financial Years 1995-1996 to 2004-2005 have been transferred to the said IEPF.

13. DIRECTORS

Resignation

During the Financial Year, Shri R. C. Kirloskar, a Non-Executive and a Non Independent Director, had resigned from the Directorship of the Company w.e.f. the 16th May, 2012. The Board of Directors had placed on record, which is reiterated, its gratitude for the most invaluable contributions made by Shri R. C. Kirloskar during his long tenure on the Board of the Company.

Appointment of new Managing Director

The Board of Directors and its Nomination Committee and Compensation/ Remuneration Committees, at their respective meetings held on the 9th August 2013, have approved the appointment of Shri Prabhunath Misra, an eminent bureaucrat (retd.) who has occupied various senior positions in Government of Uttar Pradesh in the capacity as Sub Divisional Magistrate / Sub Divisional Officer 1963 -1970, Additional District Magistrate (Lucknow) 1971- 1976, Joint. Secretary to U.P. Government 1977 -1979, Director of Estates (U.P. Govt.) 1979 -1982, as Managing Director of the Company with effect from the said date for a period of 5 (five) years in accordance with the applicable provisions of the Companies Act, 1956. The matter of granting approval to his appointment as Managing Director is included in the Notice for the 46rd Annual General Meeting.

Re-appointment and re- designation of Shri Pranav Ansal

Shri Pranav Ansal was appointed as Vice Chairman and Managing Director of the Company for a period of 05 years, w.e.f. the 1st November, 2007 by the Board of Directors at its meeting held on the 31st October, 2007. Moreover, the remuneration of Shri Pranav Ansal had also been approved by the Compensation / Remuneration Committee at their meeting held on the 31st October, 2007. The confirmation of the appointment of Shri Pranav Ansal as Vice Chairman and Managing Director and approval of his remuneration had been obtained from members through Postal Ballot, results of which had been declared on the 26th August, 2008. The tenure of his appointment as Vice Chairman & Managing Director had expired on the 31st October, 2012.

The Board of Directors at their meeting held on the 10th November, 2012 had, therefore, approved the re-appointment and remuneration of Shri Pranav Ansal, as Vice Chairman and Managing Director of the Company for a further period of Five years commencing from the 1st November, 2012 to the 31st October, 2017 on recommendations of its Nomination and Compensation /Remuneration Committees made at their respective meetings held on the same date.

Thereafter, the remuneration of Shri Pranav Ansal had been revised by way of annual increment within the grade w.e.f the 1st April, 2013, by the Board of Directors, on the basis of the recommendation made by the Compensation/ Remuneration Committee at their respective meetings held on the 27th May, 2013.

Further Shri Pranav Ansal has been re-designated as Vice Chairman and Whole Time Director of the Company w.e.f the 9th August, 2013 by the Board of Directors and its Nomination Committee at their respective meetings held on the 9th August, 2013.

The aforesaid re-appointment and terms and conditions including revised remuneration of Shri Pranav Ansal are subject to the approval of the members at the ensuing Annual General Meeting to be held on the 27th September, 2013. The matter of granting approval to his re-appointment as Vice Chairman and Managing Director and his remuneration, and there after his re-designation as Vice Chairman and Whole Time Director are also included in the Notice for this AGM.

Retiring by rotation and re-appointment

In accordance with the provisions of the Articles of Association and the Companies Act, 1956, Dr. Prem Singh Rana and Dr. R.C Vaish, Directors of the Company are due to retire by rotation at the ensuing AGM. Both are eligible for re-appointment and offer themselves for re-appointment. The matter of re-appointing them is included in the Notice of the 46th Annual General Meeting.

None of the Directors are disqualified from being appointed/re-appointed as a Director in terms of Section 274(1) (g) of the Companies Act, 1956.

Change in Company Secretary and Compliance Officer

During the financial year, Shri Amitav Ganguly, Company Secretary and Compliance Officer has resigned from the Company. Shri Suresh Menon, has since then joined your Company as Company Secretary and Compliance Officer.

14. AUDITORS'' REPORT AND AUDITORS

Report

The Notes to Accounts, forming part of Balance Sheet as at the 31st March, 2013 and Profit & Loss Account for the year ended on that date, referred to in the Auditors'' Report, are self explanatory. However, in terms of sub section {3} of Section 217 of the Companies Act, 1956 {the Act}, the Auditors'' Report on the Accounts for the year ended on the 31st March, 2013, carrying certain observations/ qualifications, the same along with the Management''s responses thereto being as under:

i). During the period under review the Company has not claimed any exemption under section 80 IA of the Income Tax Act, 1961. Exemption amounting to Rs. 3,448 lacs has been claimed upto the period ended March 31, 2011 under section 80 IA of the Income Tax Act, 1961 being tax profits arising out of sale of Industrial Park units, pending the notification of the same by Central Board of Direct Taxes. Also the Company has taken opinion from a senior counsel that its application satisfies all the conditions specified in the said Scheme of Industrial Park. Further the Company has submitted all the documents as desired by the referred authority during the period and the matter is pending with CBDT.

ii). The Company is carrying project inventory of Rs. 18,719 lacs for Group Housing Project in Greater Noida. Due to downward trend in the market, the Greater Noida Industrial Development Authority (GNIDA) announced a Scheme whereby the developers have an option to accept project on a smaller piece of land equivalent to the amount paid and surrender balance project land subject to certain conditions. The management had applied to the Authority conveying its intention to develop the project under this Scheme. The matter is under consideration and appropriate adjustment will be made when the final decision has been taken by GNIDA.

iii). The Company has not considered borrowing costs to be incurred in future in general for determining the project revenues, project inventory and debtors. The management is of the view that the amount of this item cannot be determined at this stage.

iv). The Company has, during the year ended March 31, 2010, changed its accounting policy in respect of accounting for certain costs in the nature of administration and selling costs by charging them off to Profit & Loss against the earlier policy of treating them as part of project cost for determining project inventory, revenue and debtors. The expenditure of such nature incurred in earlier years and considered as part of project inventories under Projects/ Contract work in progress upto 31st March, 2009 has been carried forward as such.

v). In the matter of a Petition filed by the erstwhile joint venture partner before the Hon''ble Company Law Board {CLB} u/s 397 and other applicable provisions of the Companies Act, 1956, further two Applications have been filed by them before the CLB on the 20th April, 2012 praying, inter alia, for providing all the reports on valuation of assets of Ansal Colours Engineering SEZ Limited {Ansal Colours}, the subsidiary company, available with, among others, the Company, and, not to transfer shares of Ansal Colours, which are subject matter of the Petition, to the third parties during its pendency. Arguments are in process of these Applications and the Petition, before the CLB.

Management response to the comments from Statutory Auditors

The Company has since paid Rs. 5013.30 Lacs out of total overdue of Rs.6132.26 Lacs towards principal and interest outstanding to Banks and Financial Institutions as on the Balance Sheet date, as mentioned in para 11 of Annexure to the Auditor''s Report. The Company has requested for restructuring / rescheduling the balance amount of Rs. 1118.96 Lacs, due to Financial Institution(s) which is under consideration.

Auditors

The tenure of the Statutory Auditors M/s S. S. Kothari Mehta & Company, Chartered Accountant, having their office at 146-149 Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi-110065, comes to an end at the conclusion of this Annual General Meeting and is eligible for re-appointment. The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limit prescribed under Section 224 of the Companies Act, 1956.

The Board of your Company recommends their re-appointment.

15. LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE), Delhi Stock Exchange Association Ltd. (DSE) and Bombay Stock Exchange Ltd. (BSE).

Listing fees for the Financial Year 2013-14 has been paid by the Company to all the Stock Exchanges (i.e. DSE, BSE & NSE) in time and no amount is outstanding.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the Management, your Directors hereby confirm:

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

ii) That appropriate accounting policies have been selected and applied them consistently, and, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on the 31st March, 2013, and of the profit of the Company for the year ended on that date.

iii) That proper and sufficient care has been taken for 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.

iv) That the Annual Accounts have been prepared on a going concern basis.

17. ACKNOWLEDGMENT

Your Directors would like to express their heartfelt admiration and gratefulness to:- all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

the members, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

Your Directors also appreciate the devoted teamwork and professionalism of the employees of the Company and its subsidiaries and the Group, at all levels. The employees continue to remain the Company''s most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review and that lie ahead.

Regd. Office: For and on behalf of the Board

115, Ansal Bhawan

16, Kasturba Gandhi Marg

New Delhi-110001 (Sushil Ansal)

Date: 9th August, 2013 Chairman

Mar 31, 2012

The Directors are pleased to present the 45th {forty fifth} Annual Report along with the Audited Statements of Accounts of Your Company for the Financial Year ended the 31st March, 2012.

1. COMPANY PERFORMANCE

A. Financial Highlights

(Rupees in Lacs)

Particulars For the year For the year ended the 31s,March, 2012 ended the 31stMarch, 2011

Sales & Other Income 105692.97 110343.82

Profit (Before Interest, Depreciation, Exceptional Items and Taxes) 13571 22663

Less: Interest 8275 10257

Depreciation 989 9264 906 11163

Profit Before Tax 4307 11500

Less: Provision for taxation 849 3885

Profit After Tax 3458 7615

Add:-Debenture redemption reserve reversed - 5400

Add: - Surplus Profit brought forward from previous year 20504 8406

Disposable Profit 23962 21422

APPROPRIATIONS :-

-Proposed Dividend including Dividend Tax - 918

-Transfer to General Reserve - -

- Debenture redemption Reserve - -

Surplus carried to Balance Sheet 23962 20504

B. Operations

Net Profit for the year 2011-12 stood at Rs. 3,458 Lacs as against Rs. 7,615 Lacs in the year 2010-11. The total turnover including other income for the year 2011-12 stood at Rs. 1,05,693 Lacs, as compared to Rs. 1,10,344 Lacs for the year 2010-11.ln the current year no amount has been transferred to General Reserve

2. CAPITAL STRUCTURE

During the Financial Year 2011-12, the Company has not issued and allotted any securities including equity shares, therefore there is no change in capital structure of the Company.

3. DIVIDEND

The Board of Directors of your Company, keeping in view slow down of economic situation as a whole in the Country and real estate industry in particular, and need of the Company to employ the funds back into the operations, decided, that no dividend be recommended for the said financial year.

4. BUSINESS

Your Company is one of the leading real estate developers in India with over four decades of real estate experience. During the last 45 years, it has been engaged in the development of integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, retail and hospitality segments, as well as Agro SEZs, IT/ITES and industrial parks, with a focus on large-scale mixed use developments, particularly in residential projects. As a well-known developer your Company has several iconic buildings in Connaught Place (CBD of New Delhi) viz.

Akash Deep, Surya Kiran, Vikas Minar, Amba Deep, Statesman House etc., and it has established its brand image through long decades. It has taken lead in promoting the affordable housing segment of the residential property market, particularly in key cities of Northern India. The majority of its projects are located in the NCR, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab. The business is being carried on by the Company on its own as well as through various associates / subsidiaries, joint venture partners and collaborators.

The Management's Discussion and Analysis Report forming part ofthe Directors' Report gives a detailed overview about the general economic scenario of the Global and the Indian economy and particularly the realty sector in the Country, including the downturn and efforts at turnaround, and beyond, which has and shall have impact on the nature of Company's business and generally in the classes of business in which the Company has interest. Along with the turnaround, your Company has growth plans to be achieved by way of establishing new and expansion of existing real estate activities.

Real Estates Business

Real estate sector covers residential housing, commercial offices, retail outlets, trading spaces such as theatres, hotels and restaurants, industrial buildings such as factories and government buildings. It involves the purchase, sale and development of land as well as residential and non-residential buildings. The activities ofthe real estate sector encompass the housing and construction sectors also. Historically, it was unorganized however, in recent years; the real estate sector in India has been marked by a trend towards greater organisation and transparency accompanied by various regulatory reforms.

Your Company has at present, projects under varied stages of implementation across residential, commercial, retail and industrial parks segments etc, located in NCR, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab. Townships form a significant part of the land bank and real estate development plans. About Eighteen integrated townships, including two Hi-Tech Townships, and such townships have components of realty segments which include residential, which is in majority, along with commercial, retail and social infrastructure - such as educational institutions, hospitals, clubs, etc.

Mention of some of the projects in the process of various stages of development in these States, has been made in the Management's Discussion and Analysis Report.

Affordable Housings/Mid Income Housings

Affordable housing is basically targeting the economically low-income groups and constitutes majority of the Indian housing industry, both in terms of value and volume. Everyone has a dream of having his /her own house, therefore, making a home or owning a home is one of the most important events in one's life and your Company plays a leading role to focus on affordable housing. The importance of affordable housing is irrefutable.

Your Company's strategy to get into low cost affordable housings as a large part of its development plan, has found the market of consumers buying houses for the first time. Your Company is also in the process of coming up with new projects which will contribute to the growth in the low cost residential segment. In the recent times, your Company has launched various independent houses and apartments under Affordable and Mid Income housing segment in the States of Rajasthan, Uttar Pradesh and Haryana, which have received good response from the customers proving that affordable / Mid Income housing concepts are attractive in the large middle-income market segment. The Company's focus continues on this segment, particularly in key cities in Northern India and intends to capitalize the current market trends in this real estate market.

Townships

Townships are significant in the Indian real estate development industry and their development has emerged into a trend that is catching up the face of real estate market. Atrend that has played an essential role in opening the gates for the development of integrated townships across the country that offers their residents the promise of a quality lifestyle tailored to suit every budget. This has brought in the FDIs with foreign entities investing in such projects. Complexes built in large area of lands with all facilities including schools, hospitals, shopping malls, gymnasium, health spa provide the unique living experience - that people demand these days.

Your Company is developing and promoting fully integrated townships in a significant manner. As a developer, it plans and builds the complete infrastructure, including roads, sewerage, etc for the townships to function in entirety. It employs numerous reputed contractors to carry out the developments in this regard. Some of the significant projects under development are as follows:-

SUSHANT GOLF CITY, AN ULTRAMODERN HI-TECH TOWNSHIP IN LUCKNOW

Your Company is developing a Hi-Tech Residential Township, Sushant Golf City in Lucknow, Uttar Pradesh sprawling across 3530 acres of land. This ultra modern township offers wide range of world class facilities. Located along the expressway within ten minutes drive from Lucknow International Airport, it is coming up as a preferred destination of world class centres of employment, trade and commerce, besides being the chosen place to live in Lucknow. It has about 393.45 acres of land dedicated only to greenery with a world class 18 hole Golf Course and hence this mega Township makes life on the greens a reality. The construction work is in progress and many built-up units have been offered for possession. The Company has recently added high-ends villas to this mega Township. The Golf Habitat villas are state-of-the-art designer villas that will redefine luxury in the true sense of the word. The villas are equipped with fully integrated home automation system that can be controlled from any corner of the world. Their key features include keyless entry, automated garage door, automated air conditioning, mood lighting devise controlling, Wi-Fi access high resolution IP CCTC camera installed at strategic location, control and configuration through mobile / tablet and SMS alert on predefined numbers stating the area of alert.

Your Company has also launched, through its associate, 4th club under the brand of "The Maple Town & Country Club" at Lucknow and with the development work going on full swing, and this brand is expected to signify a chain of clubs. Some reputed institutions and business centres have already started operating such as Ansal Technical Campus and others are in the process of being operative shortly, which includes Goenka International School and a Bharti Wal-Mart bulk market centre.

Some residential clusters are already operative and people are shifting in the built houses which have added the attraction for this mega project. A cricket academy with the expertise of cricketer Shri Yuvraj Singh, and, another academy, Shri Mahesh Bhupati Tennis Academy and an Iskcon spiritual centre are also being established and your Company has initiated development works at these centres. The Railways have already approved two big under - bridges to connect parent city with the extended area. The development and construction operations, within the township, are in full swing which has given recognition to the Company as a master developer engaged in the creation of big townships. This township has potential for further extension in view of the noteworthy public response.

SUSHANT MEGAPOLIS GREEN HI-TECH TOWNSHIP ADJOINING GREATER NOIDA

Sushant Megapolis is a green Hi-Tech Residential township being developed on an area admeasuring 2504 acres under the brand "SUSHANT MEGAPOLIS" having saleable area of about 77 million square feet as per the current norms.This Township is well connected with Delhi and other vital commercial centres through Gautam Budh Expressway to Greater Noida, Eastern Peripheral Expressway and NH-91. With the canal network and vast greens, this township is coming up as self sustaining urban development in the vicinity of Greater Noida, an area of excellence. Strategically located next to fast growing business centres of Noida and Greater Noida, this project is adjoining North India's largest rail terminal coming up in Bodaki on the Delhi- Howrah railway line. Sushant Megapolis Offers a wide range of commercial and residential properties. Sports and recreational facilities being planned there match the International standards 18-hole golf course, designed by world renowned golfer Nick Faido, an exclusive golf club, world class equestrian club and polo ground. Mahesh Bhupathi Tennis Academy is also coming up in the township to nurture future Indian champions. The project also offers facilities for academics at its advanced educational campus, comprising schools, colleges with international tie-ups.

Medicity at Sushant Megapolis will cater to the growing medical tourism in the Country thus attracting many patients from the developed and developing countries. This Medicity will have renowned hospitals, a series of hi-tech medical healing centres with ultra modern healthcare facilities to take care all of all health related needs. The townships has state-of-the-art business and technology hubs including commercial business districts to promote walk to work culture and retail centres cum mall for convenience of the residents. It has group housing projects like Fairway Apartments, Cascade Green, Celebrity Residence, Aastha and Paradise Crystals. Sushant Megapolis is NCR's principal self- contained integrated township by its size.

Integrated Townships Golf Link land II, Mohali

Your Company is developing two integrated townships in Mohali, {Punjab}. First Township is Golf Links I, spread over 224 acres and situated in Sector 114, where the Company is already giving possession of plots, independent floors, and commercial. The Company has about 1000 high rise units coming up here being built by Army Welfare Housing Organisation. The second Township is Golf Links II, spread over 103 acres and situated in Sector 116 where the development work is going on at a fast pace and the Company will reach a possession giving stage by next year. Your Company's endeavour is to constantly create new business avenues through process of expansion by adding more areas to the existing townships.

In the coming months, your Company will be launching Infinity Towers & Ansal Plaza Mall at the entrance to Golf Links I, both the projects will be crowing jewels of the Sector and will make the area a destination point. The Ansal Plaza Mall will be 2,00,000 sq. ft Mall and will house retail brands besides a Food Court and a Cinema.

GREEN TOWNSHIP OF TOMORROW "ESENCIA, GURGAON"

Your Company is all set to achieve one more first with the launch of the 'Esencia' township project with the objective of creating eco-friendly efficient, water efficient, comfortable and healthy and environmentally sustainable living.

Esencia offers well-designed homes with the best amenities. Strategically located at Sector 67, Gurgaon, this township is spread over an area of 140 acres and has a saleable area of 274170 sq. mts (327973 sq. yds.). This township has world class facilities and has been registered as the pilot project for rating under GRIHA (Green Rating for Integrated Habitat Assessment) in India.

Esencia has been envisaged and designed to create a balance between modern and environmentally conscious living. It has premium plots ranging from 210 sq. mts to 999 sq. mts, independent luxury low rise floors on 210,250 and 350 sq. mts plots, lavish villas on plots of 420, 500 and 840 sq mts. It also offers low rise independent floors within the mid segment, which will redefine the living and lifestyle of residents.

It offers a lifestyle as a part of a green evolution. This township will offer many leisure and recreational activities like medical centre, high school, primary and secondary schools, clubs, sports complex convenience stores and hyper mart. Seven life-sized land-scaped parks will be strategically planned in across the township. Flora in these parks will not only give a visual treat but will have indigenous species which will balance the eco-system. This Project is expected to be another landmark in gated community development by the Company.

Integrated Township Ghaziabad (Aquapolis)

Your Company is developing an integrated township spread over an area of 140 acres in Ghaziabad namely "Sushant Aquapolis".lt comprises of flats, residential plots as well as plots for hospitals, schools, nursing home and commercial centres.

In addition to this other facilities vis-a-vis school nursing home, local shopping centre and ansal plaza mall are also lined up for development.

Aquapolis will provide latest world-class designs with all the amenities.

Other Integrated Townships

Your Company's other integrated townships are Sushant City, Ajmer, Sushant City, Jaipur, Sushant City, Jodhpur, Sushant City, Agra, Sushant City, Meerut and others. The facilities in these townships include health centres, shopping complexes, schools, parks, community centres, and underground parking systems.

Power/ Infrastructure Project

Your Company had commissioned a 12MW Wind Power Project in Gujarat in the month of September, 2007. The Company had entered into a power purchase agreement with Gujarat Urja Vikas Nigam Limited for the sale of electricity produced at its Wind Farm for a period of 20 years. Over the last five years, this project has been working satisfactorily.

5. CORPORATE SOCIAL RESPONSIBILITYICSR}

Since its inception, your Company has a long-standing commitment to cater to the development of society through various CSR initiatives. The Company remains steadfast on its objective of pursuing holistic growth with responsibility towards the people and the environment.

As a pioneer and trend-setter in the construction industry in India, Your Company has taken, from time to time, through various forums a slew of social initiatives to provide for responsible society development.

Your Company strongly believes that pursuit and fulfilment of Corporate Social Responsibility aspect is as critical as Corporate Governance in the organisation. The Company extends full support to Governments' schemes for the economically weaker sections and to the underprivileged communities. Moreover, environmental issues remain very significant. Hence, to create awareness amongst employees and others towards environment, your Company organizes various Tree Plantation Camps / activities, from time to time. The projects of your Company are aimed at environmental protection, its up-gradation, conservation, water harvesting, plantation of saplings/trees, etc.

Your Company is supporting the following CSR initiatives through Charanjiv Charitable Trust {CCT}, non profit making company, university, and others.

Education

The Chiranjiv Charitable Trust (CCT), set up by the Ansalsin 1976, currently runs schools in Palam Viharand Sushant Lok in Gurgaon. Currently over6000 students are studying in these schools.

The Trust is also in the process of setting up a large number of schools in the upcoming townships of the Company in the state of Uttar Pradesh, Haryana, Punjab and Rajasthan, which will provide quality education.

CCT had also promoted the Ansal Institute of Technology (AIT) in Gurgaon in the year 2000. AIT, an institution for higher education, had conducted undergraduate courses in Engineering in affiliation with Guru Gobind Indraprastha University and post graduate courses in management in affiliation with Tilak University of Pune. AIT is a sought after Institution by the students. Besides the regular programmes in engineering and management, AIT is also conducting academic twinning programs both at undergraduate and postgraduate levels in engineering, technology and management in association with many reputed and accredited universities. Besides AIT, Chiranjiv Charitable Trust also runs Sushant School of Art and Architecture and Sushant School of Design.

The Institutes run under the Ansal brand name has recently acquired the status of a University and is now called "Ansal University" under the Haryana Private Universities Act, 2006. Ansal University is dedicated to provide quality education with a futuristic approach for students drawn not only from India but also across the world. This University is the only University to offer a two-year program in real estate development.

Sushil Ansal Foundation (SAF), set up by Shri Sushil Ansal in 2010 as a non profit making company to carry out all philanthropic and charitable activities in the fields of education etc., provides funds and/or logistical support to institutions, organizations & others. SAF has recently set-up a technical campus on 13.65 Acres developed land in Sushant Golf City at Lucknow in the name of 'Ansal Technical Campus'. The admissions to the Institute have started and it is going to be a center of excellence in the field of professional education. The hostel facility and residential block are available next door in the private residential units built and ready for delivery of possession to the respective owners.

Resources Conservation

Your Company recognizes the correlation of business sustainability with resources management and is committed to monitor and conserve the amount of water and electricity used across its project sites at the time of construction. In order to create awareness amongst employees towards environment and resources conservation, your Company organises various camps and also circulating green slogans on regular basis. The projects of your Company are aimed at environment protection, up gradation, conservation, water harvesting, plantation of trees, etc.

Community Development Initiatives

Your Company strongly believes in contributing to and investing in communities in and around its project sites. Under this objective, several initiatives have made a lasting impact on the economic, environmental and social conditions of local people such as:

- Tree plantation

- Construction of roads, sanitation facilities and temples

- Provision of electricity

- Provision of employment

- Sponsorship of vocational training programs

- Blood Donation Camps

- Provision of health facilities to poor people Healthcare

Shanti Sahyog: A NGO, Shanti Sahyog, is carrying out its health care and vocational training programmes in and around Delhi for the over last six years. Help has been extended to Shanti Sahyog in renovating and re-starting a dysfunctional health centre in Kalkaji area of New Delhi. The health centre provides free preventive and curative health care, with a focus on women's health. It caters not only to about 850 families that reside in the nearby slum areas, but also to those living in poverty and deprivation in and around Kalkaji. This health centre also doubles up as a vocational training centre where women are taught income generating skills by professional teachers such as tailoring, designing and embroidery to make them economically self reliant.

ILA Trust: Another NGO, ILA Trust, is also operating in the area of healthcare. Free medical treatment, including medicines are provided to the needy through this Trust. The Trust runs three medical vans, which visit several slum colonies of Delhi by rotation, providing medical assistance to the underprivileged sections ofthe society.

Activities in village Kahma: The welfare and social upliftment of this village and the surrounding areas is continued to be done through Kahma Welfare Committee, a non profitable organization set up for this purpose. A hospital in Kahma-Hansraj Government Hospital - in the name of Shri Hans Rajji-grandfather of Shri Sushil Ansal, has been set up.

Housing for Economically Weaker Section of the Society

Approximately three thousand plots for economically weaker section of the society, in the various townships, are being developed. The plots were allotted through open public lottery system at highly subsidized rates and easy interest free instalments. The rates were less than 10 per cent of the market rate. More than 3000 affordable homes are being developed in projects in Uttar Pradesh and Rajasthan and it is also proposed to further add to above tally of dwelling units in the affordable housing category in the next few years.

Senior Citizen Home

A plot of 1000 sq mtrs was donated to establish a senior citizen's home in Palam Vihar, Gurgaon. Free technical and engineering support was provided to build this home called Chiranjiv Karam Bhoomi. Several senior citizens are staying in this home which is being run by Divya Chaya Trust through Smt. Kusum Ansal and other members of the Trust.

Promotion of Literature

In order to encourage Hindi writers and literature, SAMVAD - a literary organization is being given support for over twenty five years now. Samvad provides an opportunity for creative writers where their literary works are discussed and analysed.

Kusumanjali Foundation, a non profit making company is also promoting literary works of budding writes in Hindi and other regional languages. The Foundation has recently instituted an annual award titled "Kusumanjali Sahitya Samaan" to honor the creative writers under which it has felicitated the literary contribution of two eminent writers one each in Hindi and Tamil. Every year the Foundation will honor the literary works written in Hindi and other regional languages.

Promotion of Religious and Spiritual Activities

Ethics and principles which are deep rooted in the philosophy of spiritualism and religious inclinations, are valued. Contributions are made to religious and spiritual activities. An extended portion of Chhattarpur Temple in Delhi has been built and it has been agreed that donation of three acres of land will be made to Akshardham Temple Management to build a complex in Megapolis project of the Company situated in Greater Noida. Donation of five acres of land has been made to ISKCON, where a spiritual learning centre and the construction of temple are already in progress.

6. SUBSIDIARY COMPANIES

During the Financial year 2011-12, your Company has invested in the Equity shares of Ansal SEZ Projects Limited consequent upon which the said company and its one (1) wholly owned subsidiary (WOS), Haridham Colonizers Ltd have become the subsidiary and chain subsidiary of the Company, respectively. Apart from this, Ansal Hi-Tech Townships Limited (AHTL), which is subsidiary of the Company, has purchased the entire Equity shares of Twinkle Infra projects Private Limited, Sparkle Realtech Private Limited, Awadh Realtors Private Limited, Affluent Realtors Private Limited consequent upon which the said companies have become WOS of AHTL, thereby also become the chain subsidiaries of the Company. Moreover, three (3) WOSs of the Company, Star Estates Management Limited, Ansal API Power Limited and Ansal API Affordable Homes Limited have been de-subsidiarized during the year.

Accordingly, as on the 31st March, 2012, the number of subsidiaries Of the Company has increased from forty eight (48) to fifty one (51).

In terms of the General Circular No. 2/2011 dated the 8th February, 2011 issued by the Ministry of Corporate Affairs (MCA), Government of India, a general exemption has been granted from attaching the accounts Of the subsidiaries companies with that of the holding company. As per the said Circular, the Central Government has directed that permission under the provisions of Section 212 of the Companies Act, 1956 shall not be required where the Board of Directors of the holding company gives its consent, and, other conditions are complied. These include (a) the preparation and circulating the consolidated audited accounts of holding company {i.e. consolidated with that of its subsidiary companies as well as joint venture companies} as per applicable accounting standards and listing agreement, (b) disclosure by the holding company of the information relating to the capital, reserves, total assets, total liabilities, details of investment, turnover, profit before tax, provision for taxation, profit after tax, proposed divided etc. of each of the subsidiary companies with the consolidated balance sheet of the holding company, (c) undertaking by the holding company that annual accounts of its subsidiaries shall be made available to the shareholders of the holding & subsidiary companies seeking such information at any point of time, etc.

Accordingly, with the consent of the Board and compliance with other relevant conditions, the balance sheets of the subsidiaries companies of the Company as on the 31st March, 2012 are not attached.

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the fifty one (51) Subsidiary companies as on the 31st March, 2012, which includes three (3) WOS, four (4) subsidiaries and forty four (44) chain subsidiaries, is enclosed and marked as Annexure - A.

The Annual Accounts of the aforesaid subsidiaries and related detailed information can be inspected by / shall be made available to the members of the Company and its subsidiaries, seeking such accounts/ information, at any time, during the working hours at the Registered office of the Company and at the offices of the respective subsidiaries. The Company shall furnish a hard copy of the accounts of its subsidiary/ies to any member on demand.

7. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement, which forms a part of this Annual Report, has been prepared in accordance with principles and procedures set out in the Accounting Standard-21 on 'Consolidated Financial Statements' and Accounting Standard-27 on 'Financial Reporting of Interest in Joint Ventures', issued by the Central Government under Companies Accounting Standard Rules, 2006. These Statements have been prepared on the basis of financial statements received from fifty (50) subsidiaries {as mentioned in the above para} and six (6) joint venture companies.

8. STATUTORY STATEMENTS

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed 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, is not applicable to your Company.

B. Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as follows:-

(Rs. in lacs)

SI. No. Particulars For the Year ended For the Year ended on the 31st March,2012 on the 31st March,2011

(i) Expenditure in Foreign Currency

Traveling expenses 48.28 32.73

Payment to contractors/cost of lift 133.71 97.84

Professional Fee/Brokerage - 124.64

Advertisement 12.85 3.75

Architect Fee 172.08 207.68

Membership Fee 1.31 2.68

Repair & Maintenance 1.52 -

Refund to customers 4.12 -

Total 373.87 469.32

(ii) Earnings in Foreign Currency

Sale of Flats/Plots/Farms etc. 101.42 29.15

C. Amount due to Small-Scale Industries

During the Financial Year 2011-12, an amount of Rs. 12.04 lacs is due to small scale industrial undertakings as on the 31st March, 2012, (previous year Rs. 13.53 lacs) and the same has also been disclosed in the financial statement.

D. Particulars of Employees

During the year under review, 7 (seven) employees/directors were in receipt of remuneration of Rs. 60 lacs or more per annum or Rs. 5 lacs or more per month, if employed for a part of the year. In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, the names and other particulars of employees/ directors are set out in the annexure to the Directors Report as Annexure - B.

9. CORPORATE GOVERNANCE

Your Company's Corporate Governance philosophy stems from the belief that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor confidence.

Your Company has continuously been endeavouring to infuse the philosophy of Corporate Governance in all its activities so as to conduct its affairs to ensure fairness to all stakeholders.

As required:-

a) A report on Corporate Governance together with a certificate received from Shri Vivek Arora, Company Secretaries, a Practicing Company Secretary confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given separately which forms part of this Report;

b) Management's Discussion and Analysis Report is also given separately and also forms part of this Report.

10. FIXED DEPOSITS

As on the 31st March, 2012, fixed deposits stood at Rs. 100.21 crores as against Rs. 80.37 crores in the previous year. Deposits amounting Rs. 12.80 Lacs (as on the 31st March, 2012) have not been claimed by the depositors. Since then deposits amounting to Rs. 5.28 lacs have been claimed during the current year. Depositors are being intimated regarding the maturity of deposit with a request to either renew or claim their matured deposit amounts. Your Company has a track record of extending constantly good services to its fixed deposit holders. Therefore, due and timely payments of deposits on maturity and interest thereon, in terms of the Company's Deposit Schemes, is a continuing priority.

11. TRANSFER OF UNCLAIMED DEPOSITS I DIVIDEND TO IEPF

As per the provisions of Section 205C of the Companies Act, 1956, deposits / dividend remaining unclaimed for a period of seven years from the date they become due for payment have to be transferred to Investors Education & Protection Fund (IEPF) established by the Central Government.

Accordingly, the unclaimed dividends for the Financial Years 1994-1995 to 2003-2004 and the interim dividend for the financial year 2004-2005 and the unclaimed deposits for the Financial Years 1995-1996 to 2004-2005 have been transferred to the said IEPF.

12. DIRECTORS

Resignation

Subsequent to the end of financial year, Shri R. C. Kirloskar, a Non-Executive and a non-independent Director, has resigned from the Directorship of the Company w.e.f. the 16th May, 2012. The Board places on record its gratitude for the most invaluable contributions made by Shri R. C. Kirloskar during his long tenure on the Board of the Company.

Appointment

The Nomination Committee and the Board of Directors, at their respective meetings held on the 11th August, 2011, have recommended and approved the appointment of Dr. Prem Singh Rana, an Independent and Non-Executive Director, as an Additional Director of the Company, with effect from the said date. The matter of appointing him, as regular director, liable to retire by rotation has been approved by the shareholders at 44th Annual General Meeting of the Company held on the 24th September, 2011.

Re-appointment of Shri Vijay Jindal as Joint Managing Director

Shri Vijay Jindal was appointed as an Additional Director by the Board of Directors {Board} at their meeting held on the 12th August, 2010. Further, he was also appointed as Joint Managing Director {JMD}of the Company for a period of two years, w.e.f. 12th August, 2010 on the recommendation of Nomination Committee, at the same Board meeting. Moreover, the remuneration of Shri Vijay Jindal had also been approved by the Compensation / Remuneration Committee. The appointment of Shri Vijay Jindal as a regular director, liable to retire by rotation, and, as JMD had been approved by the shareholders at their Annual General Meeting held on the 29th September, 2010.

He, as a Director liable to retire by rotation, shall retire and being eligible offers himself for re-appointment as such Director, which forms part of this AGM Notice. Moreover, the tenure of his appointment as JMD shall expire on the 11th August, 2012.

The Board of Director at their meeting held on the 09th August, 2012 has approved the re-appointment and remuneration of Shri Vijay Jindal, as Joint Managing Director of the Company for a further period of five years w.e.f. the 12th August, 2012 to the 11th August, 2017 on recommendation of its Nomination and Compensation /Remuneration Committees at their respective meetings held on the same date.

The matter of granting approval to his re-appointment as Joint Managing Director is also included in the Notice for this AGM.

Retiring by rotation and re-appointment

In accordance with the provisions of the Articles of Association and the Companies Act, 1956, Shri D. N. Davarand Shri Vijay Jindal, Directors of the Company are due to retire by rotation at the ensuing AGM. They are eligible for re-appointment and offer themselves for re-appointment. The matter of re-appointing them is included in the Notice of the45th Annual General Meeting.

None of the Directors are disqualified from being appointed/re-appointed as Director in terms of Section 274(1) (g) of the Companies Act, 1956.

13. AUDITORS' REPORT AND AUDITORS

Report

The Notes to Accounts, forming part of Balance Sheet as at the 31st March, 2012 and Profit & Loss Account for the year ended on that date, referred to in the Auditors' Report, are self explanatory. However, in terms of sub section {3} of Section 217 of the Companies Act, 1956 {the Act}, the Auditors' Report on the Accounts for the year ended on the 31st March,2012, wherein the Statutory Auditors have made certain observations/ qualifications, the Management's responses are reportedly as under:

i). "During the period under review the Company has not claimed any exemption under section 80 IA of the Income Tax Act, 1961. Exemption amounting to Rs. 3,448 lacs has been claimed upto the period ended March 31,2011 under section 80 lA of the Income Tax Act, 1961 being tax profits arising out of sale of Industrial Park units, pending the notification of the same by Central Board of Direct Taxes. Also the company has taken opinion from a senior counsel that its application satisfies all the conditions specified in the said Scheme of Industrial Park. Further the Company has submitted all the documents as desired by the referred authority during the period and the matter is pending with CBDT

ii). During the period under review, the Company has transferred Trunk Infrastructure Assets in one of the Integrated Hi-Tech Township projects in Uttar Pradesh, to a wholly owned Infra Subsidiary Company on the basis of fair valuation by a certified valuer. The obligation of further development of Trunk Infrastructure, maintenance and charging for the same now lies with the subsidiary company. Resultant surplus of Rs. 70.06 crores on transfer of such Infrastructure Assets, being the difference between the book value and transfer value has been recognised during the year. Further, pursuant to AS-21 which deals with Consolidated Financial Statements, such surplus has been eliminated in the consolidated financial results on account of this intra-group transaction.

iii). The Auditors of the Company have drawn attention to the fact that the Company is carrying project inventory of Rs. 16833 lacs for Group Housing Project in Greater Noida. Due to downward trend in the market, the Greater Noida Industrial Development Authority (GNIDA) announced a Scheme whereby the developers have an option to accept project on a smaller piece of land equivalent to the amount paid and surrender balance project land subject to certain conditions. The management had applied to the Authority conveying its intention to develop the project under this Scheme and has got its approval. The matter is under consideration and appropriate adjustment will be made when the final decision has been taken by GNIDA.

iv). With respect to comments of the Auditors on advances aggregating to Rs. 13707 lacs given to land owning companies/collaborators/others for purchase of land and comments on its recoverability/adjustment, the management is of the view that such advances are given in respect of ongoing transactions and are regarded as being in the normal course of business.

v). The Auditors of the company have drawn attention that the company has not considered borrowing costs to be incurred in future in general for determining the project revenues, project inventory and debtors. The management is of the view that the amount of this item cannot be determined at this stage.

vi). The Company has, during the year ended March 31, 2010, changed its accounting policy in respect of accounting for certain costs in the nature of administration and selling costs by charging them off to Profit & Loss against the earlier policy of treating them as part of project cost for determining project inventory, revenue and debtors. The management is of the view that expenditure of such nature incurred in earlier years and considered as part of project inventories under Projects/ Contract work in progress upto 31st March, 2009 has been carried forward as such.

vii). With regard to the comments of the Auditors relating to Ansal Hi-tech Townships Ltd. (AHTL) which is a subsidiary, that the Company has given advances to group companies amounting to Rs. 5873 lacs, for purchase of land parcels for which agreements with and confirmations of these companies are available with the Company but in the absence of details of land purchased and financial position of concerned companies, they are unable to comment on these advances. These advances, in management view, are good and adequately covered in the normal course of business.

viii). In the matter of a Petition filed by the erstwhile joint venture partner before the Hon'ble Company Law Board {CLB} u/s 397 and other applicable provisions of the Companies Act, 1956, further two Applications have been filed by them before the CLB on the 20th April, 2012 praying, inter alia, for providing all the reports on valuation of assets of Ansal Colours Engineering SEZ Limited {Ansal Colours}, the subsidiary company, available with, among others, the Company, and, not to transfer shares of Ansal Colours, which are subject matter of the Petition, to the third parties during its pendency. These Applications and the Petition have been re-notified for arguments."

Auditors

The tenure of the Statutory Auditors M/s S. S. Kothari Mehta & Company, Chartered Accountant, having their office at 146-149 Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi-110065, comes to an end at the conclusion of this Annual General Meeting and is eligible for re-appointment. The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limit prescribed under Section 224 of the Companies Act, 1956.

The Board of your Company recommends their re-appointment.

14. LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE), Delhi Stock Exchange Association Ltd. (DSE)and Bombay Stock Exchange Ltd. (BSE).

Listing fees for the Financial Year 2012-13 has been paid by the Company to all the Stock Exchanges (i.e. DSE, BSE& NSE) in time and no amount is outstanding.

15. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the Management, your Directors hereby confirm:

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

ii) That appropriate accounting policies have been selected and applied them consistently, and, judgments and estimates that are reasonable and prudent have been made so as to give a true and Fairview of the state of affairs of the Company as at the end of the financial year on the 31st March,2012, and of the profit of the Company for the year ended on that date.

iii) That proper and sufficient care has been taken for 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.

iv) That the Annual Accounts have been prepared on a going concern basis.

16. ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation and gratitude to:-

- all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

- all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

- the members, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

Your Directors also appreciate the hard work, competence, devoted teamwork and professionalism of the employees of the Company and its subsidiaries and the group, at all levels. The employees continue to remain the Company's most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review.

Regd. Office: For and on behalf of the Board

115, Ansal Bhawan

16, Kasturba Gandhi Marg,

New Delhi-110001 (Sushil Ansal)

Chairman

Date: 09th August, 2012

Mar 31, 2011

Dear Members,

The Directors are pleased to present the 44th Annual Report along with the Audited Statements of Accounts of your Company for the Financial Year ended the 31st March, 2011.

1. COMPANY PERFORMANCE

A. Financial Highlights

(Rupees in Lacs)

Particulars For the year For the year

ended 31.03.2011 ended 31.03.2010

Sales & Other Income 109490 77559

Profit (Before Interest, Depreciation, Exceptional Items and Taxes) 21487 19792

Less : Interest 8886 9712

Depreciation 906 9792 858 10570

Profit Before Tax 11695 9222

Less : Provision for taxation 4080 2490

Profit After Tax 7615 6732

Add:- Debenture redemption reserve reversed 5400 -

Add: - Surplus Profit brought forward from previous year 8406 5942

Disposable Profit 21421 12674

APPROPRIATIONS :-

- Proposed Dividend including Dividend Tax 917.73 767.74

- Transfer to General Reserve - 1000

- Debenture redemption Reserve - 2500

Surplus carried to Balance Sheet 20503 8406

B. Operations

Net Profit for the year 2010-11 stood at Rs 7,615 Lacs as against Rs. 6,732 Lacs in the year 2009-10. The total turnover including other income for the year 2010-11 stood at Rs. 1, 09,490 Lacs, as compared to Rs. 77,559 Lacs for the year 2009-10. In the current year no amount has been transferred to General Reserve.

2. ISSUE AND ALLOTMENT OF EQUITY SHARES

During the Financial Year 2010-11, the following issue and allotment of Equity shares have been done by the Company in pursuance of the applicable provisions of the Companies Act, 1956 Foreign Exchange Management Act, 1999 SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (In short "SEBI Regulations"), and, the approvals received from its members on the 8th June, 2010 through Postal Ballot:-

a) 85,50,000 Nos. of Equity shares of the Company of Rs. 5/- each, fully paid up, were allotted at a price of Rs. 82.50 per Equity share (Rs. 5/- towards face value and Rs. 77.50 towards premium) aggregating to Rs. 70.54 crores, in the month of June, 2010, to five identified Resident Investors on Preferential Issue basis in terms of Chapter VII of the said SEBI Regulations.

b) 2,57,26,291 Nos. of Equity shares of Rs. 5/- each, fully paid up, were allotted at a price of Rs. 89.95 per Equity share (Rs. 5/- towards face value and Rs. 84.95 towards premium) aggregating to Rs. 231.41 crores, on the 13th October, 2010, to the QIBs under Qualified Institutions Placement, in terms of Chapter VIII of the said SEBI Regulations.

3. CHANGE IN CAPITAL STRUCTURE

Consequent upon the corporate actions, as aforesaid, from the end of previous Financial Year 2009-10, the following changes have taken place in paid up Equity share Capital of your Company:-

Sl. Details of allotment(s)/ Corporate Action No. of Equity Cumulative No. No. Shares allotted of Equity shares (after Allotment)

1 No. of Equity shares as on the 31st March, 2010 - 12,31,28,585

2 Allotment made to Five Resident Investors on 85,50,000 13,16,78,585 Preferential Issue basis in the month of June, 2010

3 Allotment made to Qualified Institution Buyers 2,57,26,291 15,74,04,876 under Qualified Institutions Placement basis on the 13th October, 2010

4. DIVIDEND

The Board of Directors of your Company has recommended Dividend, for the year ended the 31st March, 2011, of Re. 0.50 per Equity share of Rs. 5/- each, fully paid up {total Dividend amount aggregating to Rs. 7,87,02,438/-, excluding dividend tax, on 15,74,04,876 Equity shares of Rs. 5/- each}, at its meeting held on the 26th May, 2011, wherein the Audited Annual Accounts for the year ended on that date (i.e. 31st March, 2011) was approved by the Board. Dividend will absorb Rs. 917.73 lacs including dividend tax.

5. BUSINESS

Your Company is one of the leading real estate developers in India with over four decades of real estate experience. From last 44 years, it has been engaged in the development of integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, retail and hospitality segments, as well as Agro SEZs, IT/ITES and industrial parks, with a focus on large-scale mixed use developments, particularly in residential projects. As an established developer your Company has several well known buildings in Connaught Place (CBD of New Delhi) viz. Akash Deep, Surya Kiran, Vikas Minar, Amba Deep, Statesman House etc., the Company has developed its brand image through long decades. It has taken lead in promoting the affordable housing segment of the residential property market, particularly in key cities of Northern India. The majority of its projects are located in the NCR, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab. The business is being carried on by the Company on its own as well through various joint venture partners and collaborators.

The Management's Discussion and Analysis Report forming part of the Directors' Report gives a detailed overview about the general economic scenario of the Global and the Indian economy and particularly the realty sector in the Country, including the unprecedented downturn and signs of revival, and beyond, which has and shall have impact on the nature of Company's business and generally in the classes of business in which the Company has interest. With the gradual upturn happening, your Company has ambitious growth plans to be achieved by way of establishing new and expansion of existing real estate activities.

Real Estates Business

Historically, the real estate sector in India was unorganized and characterized by various factors that impeded organized dealing, such as the absence of a centralized title registry providing title guarantee, lack of uniformity in local laws and their application, non availability of bank financing, high interest rates and transfer taxes and the lack of transparency in transaction values, however, in recent years, the real estate sector in India has been marked by a trend towards greater organisation and transparency accompanied by various regulatory reforms.

Your Company has at present, projects under assorted stages of implementation across residential, commercial, retail, SEZ and Industrial Parks segments.Townships form the major portion of the land bank and real estate development plans. About 19 integrated townships, including two Hi-Tech Townships, have components of realty segments, such as residential, which will be in majority, commercial, retail and social infrastructure - such as educational institutions, hospitals, clubs, etc. Mention of some of the projects in the process of various stages of development in these States, has been made in the Management's Discussion and Analysis Report

Affordable Housings / Mid Income Housings

Everyone has a dream of having his /her own house, therefore, making a home or owning a home is one of the most important events in one's life and your Company plays a leading role to focus on affordable housing. The importance of affordable housing is undeniable. The growth of economy, the following recession and its gradual revival have taught lesson to both the suppliers and the consumers. Affordability can be counted as a consumer's ability to purchase, and, your Company strongly believes that affordable housing is a subject that needs to be tackled with utmost priority. In the recent times, your Company has launched various independent houses and apartments under Affordable and Mid Income housing segment in the States of Rajasthan, Uttar Pradesh and Haryana, which have received good response from the customers proving that affordable / Mid Income housing concepts are attractive in the large middle-income market segment. The Company's focus continues in this segment, particularly in key cities in Northern India and it intends to capitalize the current market trends and mortgage products available in the real estate market.

Townships

Townships development is a trend that is portraying a new face of Indian real estate. A trend that has played an essential role in opening the floodgates for the development of integrated townships across the Country that offer their residents the promise of a quality lifestyle tailored to suit every budget.

This has brought in the FDIs with more and more foreign entities investing in such projects. India is proposing to set up separate regime complete with integrated townships for the planned growth of the knowledge industry because the growing IT sector in major cities is straining current infrastructure and adding to inflationary pressure. Your Company is also developing and promoting townships, which are fully integrated residential communities. The Company, as a developer, plans and builds the entire infrastructure, including roads, to allow the township to function. It has employed a series of reputed contractors to carry out development of the infrastructure.

Townships form the majority of real estate developments of your Company and are driven by the demand for high quality residential properties within easy reach of city centres and transport links. Some of the significant projects under development are as follows:-

Hi-Tech Township-Sushant Golf City, Lucknow

The Company is developing a Hi-Tech Residential Township, Sushant Golf City in Lucknow, sprawling across 3530 acres of land. A world-class international championship golf course surrounds residential and commercial areas, making life on the greens a reality. Designer landscaping, state-of-the-art infrastructure, excellent entertainment and healthcare facilities, lush greens; everything is specially designed to excel even under the most discerning eye. Township is divided into manageable and compact sectors with regulated single entry/ exit points.

This Hi-Tech Township proposes to offer residential plots, group housings, independent luxury villas, shop cum office complex, shopping malls, office space, non-polluting industries, schools, educational institutes, medical centres, professional educational zones, entertainment parks, tourist parks, clubs, hotels and also offer fully equipped health and recreational centres.

This Township has also planned to have 18-hole championship international standard golf course spread over 338 acres of land, designed by Dr. Martin Hawtree, U.K, a world renowned name behind more than 750 golf courses across the globe. This Township will provide fine mix of conveniences within the Township.

Some reputed institutions and business centres have already started operating or they are in the process of being operative shortly which includes Ansal Terchnical Campus, Goenka International School and a Bharti Wal-Mart bulk market centre. The Golf Academy is already in operation and it is the center of attraction for Sushant Golf City at Lucknow Project.

Some residential clusters are already alive and people are shifting in the built houses which have added the attraction for this new project. The Express-way connecting Lucknow International Airport with the site is ready and now it is 15 minutes drive from the Airport. A cricket academy with the expertise of cricketer Shri Yuvraj Singh,and, another academy, Shri Mahesh Bhupati Tennis Academy and an Iskcon spiritual centre are also being established and your Company has initiated development works at these centres. The Railways have already approved two big under bridges to connect parent city with the extended area. The development and construction operations, within the township, are in full swing which has given recognition to the Company as a master developer engaged in the creation of big townships.

Your Company is pleased to state that it has offered for possession about 1044 residential plots and about 119 built- up units of this ambitious Hi-Tech Township in Lucknow during the financial year.

Hi-Tech Township- SUSHANT MEGAPOLIS, Dadri, adjoining Greater Noida

The Government of Uttar Pradesh has awarded the Project for development of a Hi-Tech Township to the Consortium led by your Company. The Consortium has set up Ansal Hi-Tech Townships Limited (Ansal Hi-Tech) as the Special Purpose Vehicle to implement the Project. This Township is being developed on an area admeasuring 2,504 acres under the brand "SUSHANT MEGAPOLIS" having saleable area of about 77 million square feet. Your Company has planned to develop the project in four stages with all the facilities pertaining to sports & recreation, medical and education including golf course. Megapolis is well connected with Delhi and other vital commercial centres through expressways and highways, i.e. Gautam Budh Expressway to Greater Noida, Eastern peripheral expressway, NH-91. The Project lies within the National Capital Region (NCR). The Mega city situates near the proposed International Airport and adjoins North India's largest proposed rail terminal coming up in Bodaki on the Delhi Howrah railway line.

The first phase of the development of the project is underway. About 700 acres of land have already been acquired out of the total land area under planning of 2504 acres.

Megapolis is gifted with five natural lakes and a grand canal, which enhance the township's beauty. It will offer one of the finest 18-hole international golf courses in India designed by World Champion golfer Nick Faldo from U.K and it will also offer a state-of-the-art Mahesh Bhupathi Tennis Academy.

This township Project will be a perfect blend of nature's glory, modern infrastructure, elegance and luxury.

Integrated Township-Golf Link, Mohali

Your Company is developing an integrated township in Mohali, {Punjab} spread over about 309 acres of land. This project is at the prime location near Swaraj Mazda plant, on Kharar Landran Road. This Project has all the facilities that include hospitals, shopping complexes, schools and community centres.

Integrated Township-Esencia, Gurgaon

Your Company is all set to achieve one more first with the launch of the 'Esencia' township project, in Sector 67 & 67A, Gurgaon with the objective of creating eco-friendly and environmentally sustainable living. This township project has been registered as the pilot project for green rating for integrated development by GRIHA (Green Rating for Integrated Habitat Assessment), in India. Esencia will offer well-designed homes with the best amenities. The Project is being implemented through a joint venture. The total developable area is about 220 acres.

Landscaping is an integral part of life at Esencia. With an aim to create a sustainable green cover with minimal maintenance, the landscaping at Esencia is planned around carefully designed parks and open areas.

Integrated Township-Ghaziabad (Aquapolis)

Your Company is developing a joint venture project named Aquapolis, in Ghaziabad (U.P), located near Hapur By- Pass, which is about 127 acres of township having a saleable area of about 5.01 million square feet.

Aquapolis will provide latest world-class designs with all the amenities.

Other Integrated Townships

Your Company's other integrated townships are Sushant City, Ajmer, Sushant City, Jaipur, Sushant City, Jodhpur, Sushant City, Meerut and others. The facilities in these townships include health centres, shopping complexes, schools, parks, community centres and underground parking systems.

Power/ Infrastructure Project

Your Company had commissioned a 12MW Wind Power Project in Gujarat in the month of September, 2007. The Company had entered into a power purchase agreement with Gujarat Urja Vikas Nigam Limited for the sale of electricity produced at its Wind Farm for a period of 20 years. Over the last five years, this project is working satisfactorily.

6. CORPORATE SOCIAL RESPONSIBILITY {CSR}

Your Company strongly believes that pursuit and fulfilment of Corporate Social Responsibility is as critical as Corporate Governance in the organisation. The Company extends full support to Governments' schemes for the economically weaker sections and to the underprivileged communities. Moreover, environmental issues remain very significant. Hence, to create awareness amongst employees and others towards environment, your Company organizes various Tree Plantation Camps / activities from time to time. The projects of your Company are aimed at environmental protection, its up-gradation, conservation, water harvesting, plantation of saplings/trees, etc.

Your Company is implementing the vision of social development through various CSR initiatives. Shri Sushil Ansal, Chairman of the Company has been actively associated with the social welfare activities of the Human Welfare Mission, founded by his father late Shri Chiranji Lal Ansal. The Chairman has expanded the scope of the welfare activities of the Group to help and reach out to innumerable people belonging to the socially and economically backward strata of the society.

In order to give a more meaningful ambit to the human welfare activities being carried out by the Human Welfare Mission, its name and status were changed to Charanjiv Charitable Trust in 1976.

Your Company is supporting the following CSR initiatives through Charanjiv Charitable Trust {CCT} and other NGOs.

Education

The Charanjiv Charitable Trust, set up by the Ansals in 1976, currently runs schools in Palam Vihar and Sushant Lok in Gurgaon. Currently over 6000 students are studying in these schools.

The Trust is also in the process of setting up a large number of schools, which will provide quality education.

Charanjiv Charitable Trust (CCT) had also promoted the Ansal Institute of Technology (AIT) in Gurgaon in the year 2000. AIT, an institution for higher education, today conducts undergraduate courses in Engineering in affiliation with Guru Gobind Indraprastha University and post graduate courses in management in affiliation with Tilak University of Pune. AIT is a sought after Institution by the students. Besides the regular programmes in engineering and management, AIT is also conducting academic twinning programs both at undergraduate and postgraduate levels in engineering, technology and management in association with many reputed and accredited universities.

Besides AIT, Charanjiv Charitable Trust, also runs Sushant School of Art and Architecture set up in Gurgaon about twenty years back to impart education in the field of architecture which inspires students to experiment, create and refine their ideas.

Sushil Ansal Foundation (SAF), set up by Shri Sushil Ansal in 2010 as a non profit making company to carry out all philanthropic and charitable activities in the fields of education etc., provides funds and/or logistical support to institutions, organizations & others.

SAF has set-up a technical campus on 13.65 Acres developed land in Sushant Golf City at Lucknow in the name of 'Ansal Technical Campus'. The building complex as duly sanctioned and approved by LDA is already developed and is being made operational. The admissions to the Institute have started and it is going to be a center of excellence in the field of professional education. The hostel facility and residential block are available next door in the private residential units built and ready for delivery of possession to the respective owners. The campus is proposed to run from the current academic session. A process of recognition by National Council of Technical Education is in the final stage for its operation during the current session for admissions in the Institute. The Sushant Golf City will also be benefited with the establishment of the reputed Institute.

Healthcare

Shanti Sahyog: An NGO, Shanti Sahyog, is carrying out its health care programmes in and around Delhi for the over last five years. The Group has helped Shanti Sahyog in renovating and re-starting a dysfunctional health centre in Kalkaji area of New Delhi. The health centre provides free preventive and curative health care, with a focus on women's health. It caters not only to about 850 families that reside in the nearby slum areas, but also to those living in poverty and deprivation in and around Kalkaji. This health centre also doubles up as a vocational training centre where women are taught tailoring by professional teachers.

ILA Trust: Another NGO, ILA Trust, is also operating in the area of healthcare. Free medical treatment, including medicines are provided to the needy through this Trust. The Trust runs three medical vans, which visit several slum colonies of Delhi by rotation, providing medical assistance to the underprivileged sections of the society.

Activities in village Kahma: The welfare and social upliftment of this village and the surrounding areas is continued to be done through Kahma Welfare Committee, a non profitable organization set up for this purpose. A hospital in Kahma-Hansraj Government Hospital - in the name of Shri Hans Rajji grandfather of Shri Sushil Ansal, has been set up.

Housing for Economically Weaker Section of the Society

Approximately three thousand plots for economically weaker section of the society, in the various townships, are being developed. The plots were allotted through open public lottery system at highly subsidized rates and easy interest free instalments. The rates were less than 10 per cent of the market rate.

Senior Citizen Home

A plot of 1000 sq mtrs was donated to establish a senior citizen's home in Palam Vihar, Gurgaon. Free technical and engineering support was provided to build this home called Chiranjiv Karam Bhoomi. Several senior citizens are staying in this home which is being run by Divya Chhaya Trust through Smt. Kusum Ansal and other members of the Trust.

Promotion of Literature

In order to encourage Hindi writers and literature, SAMVAD a literary organization is being given support for over twenty five years now. Samvad provides an opportunity for creative writers where their literary works are discussed and analysed.

7. SUBSIDIARY COMPANIES

During the Financial year 2010-11, your Company has invested in the Equity shares of Ansal Colours Engineering SEZ Limited consequent upon which the said company has become a subsidiary of the Company. Ansal SEZ Projects Ltd. (ASPL), which has one (1) wholly owned subsidiary (WOS) has been de-subsidiarized during the year. Apart from this, Ansal Hi-Tech Townships Limited (AHTL), which is subsidiary of the Company, has purchased the entire Equity shares of Phalak Infracon Limited, Rudrapriya Realtors Limited and Medi Tree Infrastructure Limited consequent upon which the said companies have become WOS of AHTL, thereby become the chain subsidiaries of the Company.

Accordingly, as on the 31st March, 2011, the number of subsidiaries of the Company has been increased from Forty Six (46) to Forty Eight (48).

In terms of the General Circular No. 2/2011 dated the 8th February, 2011 issued by the Ministry of Corporate Affairs (MCA), Government of India, a general exemption has been granted from attaching the accounts of the subsidiaries

8. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement, which forms a part of this Annual Report, has been prepared in accordance with principles and procedures set out in the Accounting Standard-21 on 'Consolidated Financial Statements' and Accounting Standard-27 on 'Financial Reporting of Interest in Joint Ventures', issued by the Central Government under Companies Accounting Standard Rules, 2006. These Statements have been prepared on the basis of financial statements received from Forty Eight (48) subsidiaries {as mentioned in the above para} and Seven (7) joint venture companies

9. STATUTORY STATEMENTS

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed 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, is not applicable to your Company.

B. Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as follows:-

(Rs. in lacs)

Sl. No. Particulars For the Year ended For the Year ended on 31.03.2011 on 31.03.2010

(i) Expenditure in Foreign Currency

Traveling expenses 32.73 76.31

Payment to contractors/cost of lift 97.84 64.88

Professional Fee/Brokerage 124.64 4.23

Advertisement 3.75 14.76

Architect Fee 207.68 88.56

Membership Fee 2.68 2.78

Total 469.32 251.52

(ii) Earnings in Foreign Currency

Sale of Flats/Plots/Farms etc. 29.15 38.47

C. Amount due to Small-Scale Industries

During the Financial Year 2010-11, an amount of Rs. 13.53 lacs is due to small scale industrial undertakings as on the 31stMarch, 2011 (previous year Rs. 4.44 lacs) and the same has also been disclosed in the financial statement.

D. Particulars of Employees

During the year under review, eight (8) employees/executive directors were in receipt of remuneration of Rs. 60 lacs or more per annum or Rs. 5 lacs or more per month, if employed for a part of the year (Limit of remuneration has been increased from Rs. 24 lacs to Rs. 60 lacs per annum and from Rs. 2 lacs to Rs. 5 lacs per month vide Notification No. 2/29/1998-CLV dated 31.03.2011 issued by the Ministry of Corporate Affairs (MCA), Government of India). In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the Rules made there under, the names and other particulars of employees/ directors are setout in the annexure to the Directors Report as Annexure B.

10. CORPORATE GOVERNANCE

Your Company's Corporate Governance philosophy stems from the belief that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor confidence.

Your Company has continuously been endeavouring to infuse the philosophy of Corporate Governance in all its activities so as to conduct its affairs to ensure fairness to all stakeholders.

As required:-

a) A report on Corporate Governance together with a certificate received from Shri Vivek Arora, Company Secretaries, a Practicing Company Secretary confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given separately which forms part of this Report;

b) Management's Discussion and Analysis Report is also given separately and also forms part of this Report.

11. FIXED DEPOSITS

As on the 31stMarch, 2011, fixed deposits stood at Rs. 8036.89 lacs as against Rs. 1775.37 lacs in the previous year. Deposits amounting to Rs. 14.06 lacs (as on 31stMarch, 2011) have not been claimed by the depositors. Since then deposits amounting to Rs. 6.05 lacs have been claimed during the current year. Depositors are being intimated regarding the maturity of deposit with a request to either renew or claim their matured deposit amounts. Your Company has a track record of extending constantly good services to its fixed deposit holders. Therefore, due and timely payments of deposits on maturity and interest thereon, in terms of the Company's Deposit Schemes, is a continuing priority.

12. TRANSFER OF UNCLAIMED DEPOSITS / DIVIDEND TO IEPF

As per the provisions of Section 205C of the Companies Act, 1956, deposits / dividend remaining unclaimed for a period of seven years from the date they become due for payment have to be transferred to Investors Education & Protection Fund (IEPF) established by the Central Government. Accordingly, the unclaimed dividends for the Financial Years 1994-1995 to 2002-2003 and the unclaimed deposits for the Financial Years 1995-1996 to 2004-2005 have been transferred to the said IEPF.

13. DIRECTORS

Resignation

During the period under review, ACM O.P. Mehra (Retd.), a Non-Executive and Independent Director has resigned from the Board w.e.f. the 8th February, 2011.The Board places on record its gratitude for the most invaluable contributions made by ACM Mehra (Retd.) during his long tenure on the Board of the Company.

Appointment of New Director

The Nomination Committee and the Board of Directors, at their respective meetings held on the 11th August, 2011, have recommended and approved the appointment of Dr. Prem Singh Rana, an independent non-executive director, as an Additional Director of the Company, with effect from the said date, whose term of office is upto the date of this Annual General Meeting in accordance with the applicable provisions of the Articles of Association and the Companies Act, 1956. The matter of appointing him, as regular director, liable to retire by rotation, appears as an Agenda item in the Notice of the 44thAnnual General Meeting.

Retiring by rotation and re-appointment

In accordance with the provisions of the Articles of Association and the Companies Act, 1956, Dr. R.C. Vaish, Shri Lalit Bhasin and Shri P.R. Khanna, Directors of the Company are due to retire by rotation at the ensuing AGM. They are eligible for re-appointment and offer themselves for re-appointment. The matter of re-appointing them is included in the Notice of the 44thAnnual General Meeting.

None of the Directors are disqualified from being appointed/re-appointed as Director in terms of Section 274(1) (g) of the Companies Act, 1956.

14. AUDITORS' REPORT AND AUDITORS

Report

The Notes to Accounts, forming part of Balance Sheet as at the 31st March, 2011 and Profit & Loss Account for the year ended on that date, referred to in the Auditors' Report, are self explanatory. However, in terms of sub-section {3}of Section 217 of the Companies Act, 1956 {the Act}, the Auditors' Report on the Accounts for the year ended on the 31st March, 2011, wherein the Statutory Auditors have made certain observations/ qualifications, the Management's responses are reportedly as under:

i) ÃDuring the period under review the company has claimed exemption of Rs.39.91lacs in addition to exemption accounted for upto the period ended 31stMarch,2010, of Rs. 3,408 lacs under Section 80 IAof the Income Tax Act, 1961 being tax profits arising out of sale of Industrial Park units, pending the notification of the same by Central Board of Direct Taxes. Further the Company has taken opinion from a senior counsel that its application satisfies all the conditions specified in the said Scheme of Industrial Park.

ii) The Auditors of the Company have drawn attention to the fact that the Company is carrying project inventory of Rs. 16719 lacs for Group Housing Project in Greater Noida. Due to downward trend in the market, the Greater Noida Industrial Development Authority (GNIDA) announced a Scheme whereby the developers have option to accept project on a smaller piece of land equivalent to the amount paid and surrender balance project land subject to some deductions. The management has applied to the Authority conveying its intention to develop the project under this Scheme and is awaiting its approval. Necessary adjustments will be carried out upon receipt of approval from the Authority and management is of the view that there is no impairment in the value of land / project.

iii) With respect to comments of the Auditors on advances aggregating to Rs. 16603 lacs given to land owning companies/collaborators/others for purchase of land and comments on its recoverability/adjustment, the management is of the view that such advances are given in respect of ongoing transactions and are regarded as being in the normal course of business.

iv) The Auditors of the Company have drawn attention that the Company has not considered for the estimated cost of land to be incurred in future for one of its large Township projects and also not considered borrowing costs to be incurred in future in general for determining the project revenues, project inventory and debtors. The management is of the view that the amount of these items cannot be determined at this stage.

v) The Company has, during the year ended 31st March, 2010, changed its accounting policy in respect of accounting for certain costs in the nature of administration and selling costs by charging them off to Profit & Loss against the earlier policy of treating them as part of project cost for determining project inventory, revenue and debtors. The management is of the view that expenditure of such nature incurred in earlier years and considered as part of project inventories under Projects/ Contract work in progress upto 31stMarch, 2009 has been carried forward as such.

vi) With regard to the comments of the Auditors relating to Ansal Hi-Tech Townships Ltd. (AHTL) which is a subsidiary, that the Company has given advances amounting to Rs. 14970 lacs (including Rs. 7082 lacs to group companies), for purchase of land parcels for which agreements with and confirmations of these companies are available with the Company but in the absence of details of land purchased and financial position of concerned companies, they are unable to comment on these advances.These advances, in management view, are good and adequately covered in the normal course of business.

vii) With respect to the comments of the Auditors relating to Ansal Hi-Tech Townships Ltd. (AHTL), which is a subsidiary, that the company has received advances of Rs. 5786 lacs from certain individuals/companies and in the absence of agreements/booking details for these advances they are unable to comment on the repayment of these advances. The management is of the view that such advances are in the normal course of business and all details/agreements will be executed with in this financial year.

viii) The Company Law Board (CLB) has issued an ad-interim order directing maintenance of status quo on immoveable assets, shareholding & composition of Board of the subsidiary, M/s Ansal Colours Engineering SEZ Limited (Ansal Colours) in a petition filed by erstwhile Joint Venture Partner u/s 397 & other applicable provisions of the Companies Act, 1956. In this regard, the Company is in the process of settlement with erstwhile Joint Venture Partner. The accounts of Ansal Colours which are consolidated with the Company's accounts are unaudited due to the interim order.Ã

Auditors

The tenure of the Statutory Auditors M/s S. S. Kothari Mehta & Company, Chartered Accountant, having their office at 146-149 Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi-110065, comes to an end at the conclusion of this Annual General Meeting and is eligible for re-appointment.The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limit prescribed under Section 224 of the Companies Act, 1956.

The Board of your Company recommends their re-appointment.

15. LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE), Delhi Stock Exchange Association Ltd. (DSE) and Bombay Stock Exchange Ltd. (BSE).

During the year under review, the Company has issued and allotted the Equity shares. The said shares have also been listed and permitted to be traded at DSE, BSE & NSE. There has been no trading at DSE for a number of years. The details of allotment and listing of shares are given below :-

Particulars Date of No. of Date of Date of Allotment Shares Listing approval Trading approval

Allotment of Equity shares on Preferential 19.06.2010 70,50,000 16.07.2010 -BSE 05.08.2010 -BSE Issue basis in terms of Chapter VII of SEBI 23.07.2010 - NSE 29.07.2010 -NSE (Issue of Capital and Disclosure 21.06.2010 15,00,000 03.09.2010 - DSE 03.09.2010 -DSE Requirements) Regulations, 2009

Allotment of Equity shares under Qualified 13.10.2010 2,57,26,291 14.10.2010 -BSE 15.10.2010-BSE Institution Placement basis as per 14.10.2010 -NSE 15.10.2010-NSE provisions of Chapter VIII of SEBI 08.11.2010 - DSE 08.11.2010- DSE (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Listing fees for the Financial Year 2011-12 has been paid by the Company to all the Stock Exchanges (i.e. DSE, BSE & NSE) in time and no amount is outstanding.

16. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the Management, your Directors hereby confirm:

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

ii) That appropriate accounting policies have been selected and applied them consistently, and, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on the 31st March,2011, and of the profit of the Company for the year ended on that date.

iii) That proper and sufficient care has been taken for 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.

iv) That the Annual Accounts have been prepared on a going concern basis.

17. ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation and gratitude to:- all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

the members, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

Your Directors also appreciate the hard work, competence, devoted teamwork and professionalism of the employees of the Company and its subsidiaries and the group, at all levels. The employees continue to remain the Company's most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review.

Regd. Office: For and on behalf of the Board

115, Ansal Bhawan

16, Kasturba Gandhi Marg

New Delhi-110001

(Sushil Ansal)

Date: 11th August, 2011 Chairman

Mar 31, 2010

The Directors are pleased to present the 43rd Annual Report along with the Audited Statements of Accounts of your Company for the Financial Year ended the 31st March,2010.

1. COMPANY PERFORMANCE

A. Financial Highlights

(Rupees in Lacs)

Particulars For the year For the year

ended 31.03.2010 ended 31.03.2009

Sales & Other Income 77965 71822

Profit (Before Interest, Depreciation, 20198 17271

Exceptional Items and Taxes)

Less: Interest 10118 9653

Depreciation 858 10976 1038 10691

Profit Before Tax 9222 6580

Less: Provisionfortaxation 2490 1358

ProfitAfterTax 6732 5222

Add: - Surplus Profit brought forward from previous year 5942 8884

Disposable Profit 12674 14106

APPROPRIATIONS :-

-Proposed Dividend including Dividend Tax 768 664

- Transfer to General Reserve 1000 5000

-Debentureredemption Reserve 2500 2500

Surplus carried to Balance Sheet 8406 5942

B. Operations

Net Profit for the year 2009-10 stood at Rs 6,732 Lacs as against Rs 5,222 Lac in the year 2008-09.The total turnover including other income for the year ended March 31,2010 stood at Rs 77,965 Lacs, as compared to Rs. 71,822 Lacs for 2008-09. An amount of Rs 1000 lacs has been transferred to the General Reserves.

2{i}. PREFERENTIAL ISSUE TO PERSONS OTHERTHAN PROMOTERS/ PROMOTER GROUP

The following Preferential Issues were made by the Company in pursuance of the applicable provisions of the Companies Act 1956, Foreign Exchange Management Act 1999, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, and the approvals received from its members:-

a) 96,27,485 nos. of Equity Shares of the Company of Rs 51- each, fully paid up, at a price of Rs. 70/- per Equity share (Rs. 51- towards face value and Rs. 65/- towards premium)! aggregating to Rs. 67.39 crores, to an identified SEBI approved sub account of Registered Foreign Institutional Investor (Fll).

b) 85,50,000 nos. of Equity Shares of the Company of Rs 51- each, fully paid up, at a price of Rs. 82.50 per Equity share (Rs. 51- towards face value and Rs. 77.50 towards premium) aggregating to Rs. 70.54 crores to five identified Resident Investors.

2{ii}. WITHDRAWAL OF WARRANTS

The Preferential Issue of 1,65,12,838 nos. of Warrants at a price of Rs. 70 /- per Warrant to the identified Promoters / Promoter Group in terms of the of applicable provisions of the Companies Act, 1956, SEBI {Issue of Capital and Disclosure Requirements} Regulations, 2009 and with the approval of the members of the Company, could not be done due to delay in receipt of approvals of the stock exchanges in terms of the Listing Agreement. Therefore the Board of Directors had withdrawn the issue of said Warrants with due intimations to all concerned.

3. DIVIDEND

The Board of Directors of your Company has recommended Dividend, for the year ended the 31st March, 2010, of Rs.0.50 per Equity Share of Rs. 51- each, fully paid up {total Dividend amount aggregating to Rs. 6,58,39,263/-, excluding dividend tax, on 13,16,78,585 Equity Shares of Rs. 51- each}, (this includes 85,50,000 nos. of Equity Shares allotted in the month of June, 2010 on Preferential Issue basis to the identified Resident Investors), at its meeting held on the 31st May, 2010 wherein the Annual Accounts for the year ended on that date was approved by the Board. Dividend will absorb Rs. 7.68 crores including dividend tax. An amount of Rs. 10 crores has been transferred to General Reserve.

4. BUSINESS

Your Company is one of the leading real estate developers in India with over 43 years of experience in the real estate sector. It is engaged in the development of integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, retail and hospitality segments, as wen as engineering SEZs, IT/ITES and industrial parks, with a focus on large-scale mixed use developments, particularly in residential projects. The Company has taken lead in promoting the affordable housing segment of the residential property market, particularly in key cities in Northern India. The majority of the projects are located in North India, particularly in the NCR and the States of Uttar Pradesh, Haryana, Rajasthan and Pun ab. The business is being carried on by the Company on its own as well through various joint ventures and collaborations. It has developed its brand and image through long decades, by providing reliable, cost-effective and innovative real estate products, which have created a niche in the market.

The Managements Discussion and Analysis Report forming part of the Directors Report gives a detailed overview about the nature of business, state of affairs and performance of the Company. This Report also covers the general economic scenario of the Global and the Indian economy and particularly the realty sector in India in Financial Year 2009-2010 and thereafter, and also covers the gradual recovery of the economy after the severe downturn and the impact on the nature of the Companys business and the generally in the classes of business in which the Company has interest.

Real Estates Business

Your Company has currently projects under various stages of implementation across residential, commercial, retail, SEZ and Industrial Parks segments. Townships form the major portion of the land bank and real estate development plans. About 19 township projects have components of realty segments, such as residential which will be in majority, commercial, retail and social infrastructure - such as educational institutions, hospitals, clubs, etc.

Mention of some of the Projects in the process of various stages of development in these States, has been made in the Managements Discussion and Analysis Report.

Affordable Housings

Your Company is a leading real estate company in India to focus on affordable housing. In the recent times, your Company has launched various affordable independent houses and apartments in the States of Rajasthan, Uttar Pradesh and Haryana and the noteworthy response that the Company has received from the customers shows that its affordable housing concepts are attractive in the large middle-income market segment. The Companys focus continues on affordable housing segment, particularly in key cities in Northern India and it intends to capitalize the current market trends and mortgage products available in the real estate market by targeting end users seeking products in the mid-income market range. Your Company believes that the focus on affordable housing projects is expected to have the benefits of lower capital costs, shorter development periods, higher demand for which commercial financing is readily available.

Townships

Your Company is also developing and promoting townships which are fully integrated residential communities.

Townships of your Company encompass the entire span of real estate development, from the inception of a project to the acquisition of land, obtaining necessary approvals, licenses and/or permits, execution of the project, creation and construction of the infrastructure and buildings, marketing and leasing or selling the property. The Company, as a

developer, plans and builds the entire infrastructure, including roads, to allow the township to function. The Company has employed a series of reputed contractors to carry out development of the infrastructure.

Townships form the majority of real estate developments of your Company and are driven by the demand for high quality residential properties within easy reach of city centres and transport links. Some of the significant projects under development are as follows:-

Hi-Tech Township, Sushant Golf City, Lucknow

Your Company is developing a Hi-tech township at Sushant Golf City in Lucknow, which is one of its largest projects under execution at one location to date, covering a land area of 1,765 acres with estimated net saleable area of 62 million square feet, to be completed in three phases, and is currently underdevelopment.

This Hi-Tech township proposes to offer residential plots, group housings, independent villas, shop cum office complex, shopping malls, office space, non polluting industries, schools, educational institutes, medical centres, professional educational zones, entertainment parks, tourist parks, clubs, hotels and also offer fully equipped health and recreational centre within the Hi-Tech Township.

This township has also planned to have 18 hole international standard golf course, Golf Villas, Golf View high ends apartments, amusement parks, tourist leisure zones, sports complex, IT Park, Bio-Tech Park, SEZ zones and world class centres of entertainment and employment equipped with high end category of services.

Your Company is happy to report that it has offered for possession about 600 residential plots and about 40 built up units of this ambitious Tech Township in Lucknow during the financial year.

Hi-Tech Township - MEGAPOLIS, Dadri, adjoining Greater Noida

The Government of Uttar Pradesh has awarded the Project for development of a Hi-Tech Township to the Consortium led by your Company. The Consortium has set up Ansal Hi-Tech Townships Limited (Ansal Hi-Tech) as the Special Purpose Vehicle to implement the Project. This township is being developed adjoining Greater Noida in Gautam Budh Nagar, Uttar Pradesh on an area admeasuring 2,504 acres under the brand "MEGAPOLIS" having saleable area of about 77 mn. square feet. The Project which is proposed to be developed in four stages is to have all the facilities pertaining to sports & recreation, medical and education including a golf course.

The first phase of the development of the Project is underway. About 500 acres of land have already been acquired. Presales for the available serviced housing plots have also been completed and villa sales have been launched successfully by Ansal Hi-Tech.

Integrated Township Golf Link, Mohali

Your Company is developing an integrated township in Mohali, {Punjab}. This project is at the prime location near Swaraj Mazda plant, on Kharar Landran Road. This Project has all the facilities that include hospitals, shopping complexes, schools and community centers that spread over about 309 acres of land area.

Integrated Township Esencia, Gurgaon

Your Company, having done a lot of pioneering work in the realty infrastructure sector, is all set to achieve one more first with the launch of the Esencia township project during this financial year, in Sector 67, Gurgaon which has been adopted as the pilot project for green rating for integrated development by GRIHA (Green Rating for Integrated Habitat Assessment), a body jointly promoted by the Ministry of New and Renewable Energy (MNRE) and The Energy and Resources Institute (TERI) The Project is being implemented through a joint venture. The total developable area is about 112 acres {3.23 mn. square feet}.

Integrated Township Ghaziabad.

Your Company is developing a joint venture project named Aquapolis, in Ghaziabad, {UP}, located near Hapur By- Pass, which is about 127 acres of township having a saleable area of about 5.01 million square feet. It was launched in May, 2007 as Group Housing inclusive of residential plots.

Other Integrated Townships

Your Companys other integrated townships are Sushant City, Ajmer, Sushant City, Jaipur, Sushant City, Jodhpur, Sushant City, Meerut and others, the details of which appear in the Management & Discussions Analysis Report. The facilities in these townships include health centres, shopping complexes, schools, parks and community centres and underground parking system.

Power/ Infrastructure Project

Your Company has commissioned a 12MW Wind Power Project in Gujarat in the month of September, 2007. Latterly your Company is not expanding its scope of operation in the power generation sector. However, the Company has entered into a power purchase agreement with Gujarat Urja Vikas Nigam Limited for the sale of electricity produced at its Wind Farm for a period of 20 years.

IT/ITESSEZs/Parks

The euphoria about the SEZ has considerably slowed down during the fiscal under review with many companies, holding in-principle approvals not going for notification or even many companies who got their SEZs notified, surrendering. Your Company having got two IT/ITES SEZs and one Engineering SEZ notified by Government of India is however, going ahead with the implementation of all the three SEZs, which are at an early stage of implementation.

On the other hand, your Company is proposing setting up IT/ITES SEZs parks. Its SEZ project, at Murthal, Sonepat is a notified agro SEZ on NH1 between Delhi andI Amritsar. That project covers a total area of 250 acres with about 58% designated as a processing zone and the balance about 42% designated as a non-processing zone for ancillary units. The product categories covered under SEZ includes dairy and cocoa products, beverages, fruits and vegetables etc. Your Company is expected to benefit from the extended tax holidays provided by Government for the development of SEZ.

5. CORPORATE SOCIAL RESPONSIBILITYfCSRl

Your Company always acknowledges the right to housing for everyone and offers full support to Governments schemes for economically weaker sections. It endeavours to make a constructive contribution to the underprivileged communities by supporting socio-economic initiatives. In addition, environmental issues remain very important and your Company is well aware of its role as an influencer towards the same. In order to create awareness amongst employees towards environment, your Company organizes various Tree Plantation Camps / activities and also circulating green slogans on regular basis. The projects of your Company are aimed at environment protection, up gradation conservation, water harvesting, etc. and plantation of trees etc. It is the strong conviction that benefit comes as much from its strong organizational pledge to Corporate Governance, as from its pursuit and fulfilment of Corporate Social Responsibility.

Your Company is supporting the following CSR initiatives through Charanjiv Charitable Trust {CCTJand other NGOs.

Education/ Schools

CCT is currently running schools in Palam Vihar and Sushant Lok in Gurgaon, Haryana. Currently over 6000 students are studying in these schools.

Ansal Institute of Technology (AIT) in Gurgaon, set up in the year 2000 by CCT, is an institution for higher education, which conducts undergraduate courses in Engineering in affiliation with Guru Gobind Indraprastha University and post graduate course in management in affiliation with Tilak University of Pune.

Sushant School of Art and Architecture set up by CCT in Gurgaon, again about twenty years back to impart education in the field of architecture, inspires students to experiment, create and refine their ideas

Collaborations have been entered with leading education company, GEMS, for the purpose of operating and managing various schools / other educational institutions developed and/or to be developed at the various sites/projects of the Company.

Healthcare

Shanty Sahayog, ILATrust & Kahma Welfare Committee: These NGOs have been set up for health care programmes in and around Delhi. Free medical treatment, including medicines are provided to the needy. Medical vans visit several slum colonies of Delhi by rotation, providing medical assistance to the underprivileged section of the society. A hospital has been built in Kahma Hansraj Government Hospital - in the name of late Shri Hans Raj ji fatherof your Companys Founder. The hospital provides quality medical and health care free of cost to people in and around village Kahma, Punjab.

Housing for Economically Weaker Section of the Society

About three thousand plots have been provided to economically weaker section of the society in the various townships being developed. The plots were allotted through open public lottery system at highly subsidized rates and easy interestfree instalments.

Senior Citizen Home

A Senior Citizens Home in Palam Vihar, Gurgaon has been established for which land was donated. Free technical and engineering support has been provided to build this home. Several senior citizens are staying there.

Promotion of Literature

To encourage Hindi writers and literature, SAM VAD a literary organization in existence for over twenty five years now has been extended support. Samvad provides an opportunity for creative writers where their literary works are discussed and analysed.

Your Company has proposals of setting up more schools which will provide quality education. These schools will come

up in the townships and colonies being developed by your Company in various parts of the Country.

6. SUBSIDIARY COMPANIES

During the year under review, your Company has invested in the Equity shares of Ansal API Infrastructure Limited and Ansal API Affordable Homes Limited consequent upon which the said companies have become the Wholly Owned Subsidiaries (WOS) of the Company. Ansal Townships Infrastructure Limited (ATIL), which has Four (4) Wholly Owned Subsidiaries (WOS) and Knowledge Tree Infrastructure Limited, have however, been de-subsidiarized, during the year. Accordingly, the number of subsidiaries of the Company has been reduced from Fifty (50) to Forty Six (46).

The Company had applied for exemption from attaching the Annual Accounts of the Forty Six (46) subsidiaries as on the March 31,2010, with Audited Annual Accounts of the Company pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (the Act).

In terms of the approval granted by the Ministry of Corporate Affairs (MCA), Government of India, vide its letter No. 47/615/2010-CL-lll dated July 09,2010 the provisions of Section 212(1) shall not apply in respect of all the Forty Six (46) subsidiaries of the Company, as on the March 31, 2010. The said exemption has been granted on the condition, inter-alia, of preparing and circulating the Consolidated Audited Accounts of your Company {i.e. consolidated with that of its subsidiary companies as well as JV companies} along with the Standalone Audited Accounts of the Company. The said conditions have been complied and the Audited Balance Sheets as at the March 31,2010 and Profit and Loss Accounts for the year ending as on that date together with the Reports of Directors and Auditors thereon of the said Subsidiaries have not been attached with the Balance Sheet of your Company for the financial year ended the March 31,2010.

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Forty Six (46) Subsidiary Companies as on the 31st March 2010 which includes Six (6) WOS, Three(3) Subsidiaries and Thirty Seven (37) Chain Subsidiaries is enclosed and marked as Annexure A.

The Annual Accounts of the aforesaid Subsidiaries and related detailed information can be inspected by / shall be made available to the members of the Company and its subsidiaries, seeking such accounts/ information/at any time, during the working hours at the Registered office of the Company and at the offices of the respective Subsidiaries. The Company shall furnish a hard copy of the accounts of its Subsidiary/ies to any member on demand.

As per another condition for grant of exemption, requiring information relating to the capital, reserves, total assets, total liabilities, detail of investment, turnover etc. of the Subsidiary Companies is given at the end of the Consolidated Balance Sheet of the Company. The Company has put on in its web site details of accounts of individual Subsidiary companies.

7. CONSOLIDATED FINANCIALSTATEMENT

The Consolidated Financial Statement, which forms the part of this Annual Report, has been prepared in accordance with principles and procedures set out in the Accounting Standard-21 on Consolidated Financial Statements and Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures, issued by the Central Government under Companies Accounting Standard Rule, 2006. These Statements have been prepared on the basis of financial statements received from Forty Six (46) subsidiaries {as mentioned in the above para} and seven (7) joint-venture companies.

8. STATUTORYSTATEMENTS

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed 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, is not applicable to your Company.

B. Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Section 217(1 )(e) of the Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as follows:-

(Rs.in lacs)

SI. No. Particulars For the Year ended For the Year ended

on31.03.2010 on 31.03.2009

(i) Expenditure in Foreign Currency

Traveling expenses 76.31 73.00

Paymenttocontractors/costoflift 64.88 175.18

Professional Fee/Brokerage 4.23 83.76

Advertisement 14.76 247.21

Architect Fee 88.56 87.26

Membership Fee 2.78 1.76

(ii) Earnings in Foreign Currency

Sale of Flats/Plots/Farms etc. 38.47 204.68

C. Amount due to Small-Scale Industries

During the Financial Year 2009-10, an amount of Rs. 4.44 lacs is due to small scale industrial undertakings as on March 31, 2010, (previous year Rs. 8.64 lacs) and the same has also been disclosed in the financial statement.

D. Particulars of Employees

During the year under review, 20 (twenty) employees/directors were in receipt of remuneration of Rs. 24 lacs or more per annum or Rs. 2 lacs or more per month, if employed for a part of the year. In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, the names and other particulars of employees are set out in the annexure to the Directors Report (Annexure B).

9. CORPORATE GOVERNANCE

Your Companys Corporate Governance philosophy stems from the belief that corporate governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor confidence.

Your Company has infused the philosophy of Corporate Governance in all its activities so as to conduct its affairs to ensure fairness to all stakeholders. It is the firm belief that the Corporate Governance furthers attainment of transparency, accountability, sincerity and law abiding status in all facets of the operations of the Company and its interactions with members, employees, lending institutions and the government authorities. Therefore, it is also a process of building positive relationship and making a wider impact with greater commitment and trust, on all with whom the Company has relationship.

Your Company continuously endeavour to improve upon integrity, professionalism and accountability and adopt innovative approaches for the leveraging resources, converting opportunities into achievements through proper empowerment and motivation, fostering a healthy growth and development of human resource to take the Company forward and as required:-

a) A report on Corporate Governance together with a certificate received from Shri Vivek Arora, Company Secretaries, a Practicing Company Secretary confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given separately which forms part of this Report;

b) Managements Discussion and Analysis Report is also given separately and also forms part of this Report.

10. FIXED DEPOSITS

As on March 31, 2010 fixed deposits stood at Rs. 1775.37 lacs as against Rs. 506.13 lacs in the previous year. Deposits amounting to Rs. 4.28 lacs (as on 31.03.2010) have not been claimed by the depositors. Since then deposits amounting to Rs. 0 31 lac have been claimed during the current year. Depositors are being intimated regarding the maturity of deposit with a request to either renew or claim their matured deposit amounts. Your Company has a track record of extending constantly good services to its fixed deposit holders. Therefore, due and timely payments of deposits on maturity and interest thereon, in terms of the Companys Deposit Schemes, are being made

11. TRANSFEROF UNCLAIMED DEPOSIT/ DIVIDEND TO IEPF

As per the provisions of Section 205C of the Companies Act, 1956, deposits / dividend remaining unclaimed for a period of seven years from the date they become due for payment have to be transferred to Investors Education & Protection Fund (IEPF) established by the Central Government.

Accordingly, the Unclaimed Dividends for the Financial Year 1994-95 to 2000-2002 have been transferred to the said IEPF.

12. DIRECTORS

Retiring by rotation and reappointment

In accordance with the provisions of the Companies Act, 1956, Shri D.N Davar and Shri Rahul C Kirloskar, Directors of the Company are due to retire by rotation at the ensuing AGM. They are eligible for re-appointment and offer themselves for re-appointment. The matter of re-appointing them includes in the Notice of the 43rd Annual General Meeting.

Amendment of Articles of Association

Executive Directors of the Company are not liable to retire by rotation in terms of Article 117 (d) of the Articles of Association of the Company. It is proposed to amend the Articles of Association to provide that such Executive Directors shall also be liable to retirement by rotation. The matter to amend the Articles is included in the Notice for the 43rd Annual General Meeting. Reappointment of Chairman and JMD & CEO

Shri Sushil Ansal was re-appointed as Chairman & Whole Time Director of the Company for a period of five years w.e.f. the 1st April, 2005 at the Annual General Meeting of the Company held on the 26* September, 2005, and accordingly the tenure of his appointment expired on the 31st March, 2010. The Board of Directors has decided, on the 17th March, 2010, in-principle, to re-appoint Shri Sushil Ansal, as Chairman & Whole Time Director for a further period of five years w.e.f. the 1st April, 2010. The terms and conditions have been approved by the Board of Directors and its Compensation/ Remuneration Committee at their respective meetings held on the 31st May 2010. The matter of granting approval to his re appointment as Chairman and Whole-time Director is included in the Notice for the 43rd Annual General Meeting.

Shri Anil Kumar was appointed as Whole Time Director and Chief Financial Officer of the Company for a period of five years w.e.f. the 1st April, 2005 at the Annual General Meeting of the Company held on the 26th September, 2005 and is currently designated, on his promotion, by the Board on the 12th August 2010, as Joint Managing Director and Chief Executive Officer. The tenure of his appointment of five years expired on the 31 st March, 2010. Therefore, the Board of Directors on the 17* March, 2010 decided, in-principle, to re-appoint Shri Anil Kumar, for a further period of five years w.e.f. the 1st April, 2010. The terms and conditions have also been approved by the Board of Directors and its Compensation / Remuneration Committee at their respective meetings held on the 31st May 2010. The matter of granting approval to his re appointment as Joint Managing Director and Chief Executive Officer is included in the Noticeforthe43rdAnnual General Meeting. Appointment of new JMD

The Board of Directors and its Nomination Committee and Compensation / Remuneration Committees, at their respective meetings held on the 12* August 2010, have approved the appointment of Shri Vijay Jindal, a well breed professional, having more than 30 years of experience in managing businesses, brands, private equity investments and undertaking strategic initiatives! as Joint Managing Director of the Company with effect from the said date for a period of 2 years in accordance with the applicable provisions of the Companies Act, 1956. The matter of granting approval to his appointment as Joint Managing Director is included in the Notice for the 43rd Annual General Meeting.

None of the Directors are disqualified from being appointed/re-appointed as Director in terms of Section 274(1) (g) of the Companies Act, 1956.

13. AUDITORS REPORT AND AUDITORS

Report.

The Notes toAccounts, forming partof Balance Sheet as at the 31st March, 2010 and Profits Loss Account for the year ended on that date, referred to in the Auditors Report, are self explanatory. However, in terms of sub section {3} of Section 217 of the Companies Act 1956 {the Act}, the Auditors Report on the Accounts for the year ended on 31.03.2010, wherein the Statutory Auditors have made certain observations/ qualifications, the Managements responses are reportedly as under:

(a) The Auditors of the Company have drawn attention in their audit report for the financial year ending the 31 st March, 2010 wherein the Company has claimed exemption of Rs. 3408 lacs forthe year u/s 80IA of the Income Tax Act, 1961, being tax profits arising out of sale of Industrial Park units, pending the notification of the same by CBDT Further, the Company has taken opinion from a senior counsel that its application satisfies all the conditions specified in the said scheme of Industrial Park.

(b) With regard to comment on accounting policies followed by the Company in respect of (a) project specific advertisement costs, (b) administration and payroll expenses incurred for marketing staff, (c) brokerage paid to

dealers, (d) interest paid to customers on refund of customer advances on delayed projects, the company has been consistently following these policies in the past in the preparation of accounts duly audited and accepted. The Company has switched over to new accounting policies in respect of each of these items as suggested by the then Auditors. The new accounting policies have been adopted w.e.f. 01.04.2009 both in respect of the results for the current quarter as well as for the year ended 31.03.2010. With regard to the comment in respect of accounting for borrowing costs likely to be incurred in future, the Company is following the same accounting policy as consistently followed in the past, since having regard to the uncertainty of means of financing the project and the relevant cash flow in future, it is not possible to arrive at a precise estimate of the borrowing costs likely to be incurred in future in relation to each specific project.

(c) With respect to comments related to non consideration of estimated cost of land to be incurred in future for one of a large township project, the Company, as a matter of policy, considers all anticipated costs including land cost relating to the projects as part of the project cost for determining the profitability of each of the projects. However, owing to some practical difficulties involved, the Company has not been able to acquire a portion of land for one of the projects and the same will be considered as and when acquired.

(d) The Auditors of the Company drawn attention that the Company is carrying project inventory of Rs. 16675 lacs for Group Housing Project in Greater Noida. Due to downward trend in the market, the Greater Noida Industrial Development Authority (GNIDA) announced a Scheme whereby the developers have option to accept project on a smaller piece of land equivalent to the amount paid and surrender balance project land subject to some deductions. The management has applied to the Authority conveying its intention to develop the project under this Scheme and is awaiting its approval. Necessary adjustments will be carried out upon receipt of approval from the Authority and management is of the view that there is no impairment in the value of land / project.

(e) With regard to comments on non recognition of Rs. 6,280 lacs as period cost paid as compensation to the collaboratorforfinancial and business losses upon execution of Settlement Deed in respect of a stalled project, now the Company has entered into a Settlement with one of its collaborator for three projects and paid a total consideration of Rs. 11750 lacs for taking over of one Group Housing Project. This includes the consideration for land, development work and all rights title and interest in this Group Housing Project wholly and exclusively in favour of the company as also settlement of claims and counter claims on all accounts in this regard. The Settlement Deed has been further ratified by way of an Arbitration Award. The Company has considered the entire amount paid pursuant to the Award as part of the Project Cost since the management considers such settlement as arising in the normal course of business for purchase of collaborators right, project land and consequently transfer of license in the name of the Company.

(f) In respect of comment on valuation of land parcels, reconciliations of saleable area as per accounting records with the actual saleable area, reconciliation of saleable area available to collaborators, reassessment of the cost of completion of the project, the needful has since been done and provided to the Auditors.

(g) Provision for amounts relating to earlier years Rs.21.04 Cr. represents additional cost of land, internal and external development charges which relate to earlier years. These have been provided for and corresponding amount has been withdrawn from reserves.

(h) With respect to comments on advances aggregating to Rs. 36624 lacs for purchase of land parcels/others for the business of the Company and comments on details and intended purposes related to advances to land owning companies/collaborators/others for purchase of land / others, the management is of the view that such advances are given in respect of ongoing transactions and are regarded as being in the normal course of business

(i) With regard to comments relating to non availability of details / reconciliations related to Sundry Creditors of

Rs. 19199 lacs, the management is taking all necessary action to provide the desired information

(j) With regard to the comment of the Auditors relating to Ansal Hi-tech Townships Ltd. (AHTL) which is a subsidiary, that the Company has given advances amounting to Rs. 22316 lacs (including Rs. 17929 lacs to group companies), for purchase of land parcels for which agreements with and confirmations of these companies are available with the Company but in the absence of details of land purchased and financial position of concerned companies, they are unable to comment on these advances. These advances, in management view, are good and adequately covered in the normal course of business.

(k) In relation to Ansal IT City & Parks Limited, a subsidiary of the Company, has decided to defer the project in the previous year, the Management is of the view that the project has been deferred only temporarily due to slowdown in demand for Information Technology SEZ and the expenditure incurred so far amounting to Rs. 6981 lacs will be fully recovered and there is no impairment in the assets of the Company.

(I) ln relation to the comment of the Auditors of Ansal Landmark Townships Pvt.Ltd.,ajoint venture company, that

a sum of Rs. 2390 lacs to be charged off instead of being carried as WIP, the management is of the view that borrowing costs which are directly attributable to the construction projects are charged to the projects.

(m) In relation to the comment of the Auditors of the Joint Venture Company that Greenmax Estate Private Limited had advanced Rs. 4232.05 lacs to group companies/affiliates of joint venture partners in the earlier years and no agreement defining terms and conditions including repayment schedule for the advances given were available to assess the financial health of these companies. The management view is that these are good for recovery.

Auditors

M/s Khanna &Annadhanam, Chartered Accountants, New Delhi, the erstwhile Statutory Auditors of the Company had resigned we.f the 1st September 2009. In order to fill the casual vacancy caused by the resignation of M/s Khanna & Annadhanam, Chartered Accountants, New Delhi, the erstwhile Statutory Auditors, M/s S.R Batliboi & Associates, Gurgaon, Haryana, a firm of Chartered Accountants was appointed by the members at the Annual General Meeting held on the 29th September, 2009.

M/s S. R. Batliboi & Associates, Chartered Accountants, however, also resigned we.f the 31st March, 2010. To fill the casual vacancy caused by their resignation, M/s. S. S. Kothari Mehta & Company, Chartered Accountants, having their office at 146-149 Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi-110065, were appointed by the members through Postal Ballot process result of which was declared on the 14th May, 2010. Therefore their period of office is from the date of announcement of the result of the Postal Ballot {i.e. the 14th May, 2010} until the conclusion of the forthcoming Annual General Meeting (AGM) scheduled to be held on the 29th September, 2010. The matter of appointment of M/s. S. S. Kothari Mehta & Company Statutory Auditors is a part of the Agenda of the ensuing 43rd AGM.

14. LISTING INFORMATION

Equity Shares of your Company are listed on the National Stock Exchange of India Ltd. (NSE), Delhi Stock Exchange Association Ltd. (DSE) and Bombay Stock Exchange Ltd. (BSE). There has been no trading at DSE for a number of years.

Listing fees for the Financial Year 2010-11 has been paid by the Company to all the Stock Exchanges (i.e. DSE, BSE & NSE) in time and no amount is outstanding.

15. DIRECTORSRESPONSIBILITYSTATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the Management, your Directors hereby confirm:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and

no material departures have been made from the same.

ii) That appropriate accounting policies have been selected and applied them consistently, and, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on March 31,2010 and of the profit of the Company for the yearended on that date.

iii) That proper and sufficient care has been taken for 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.

iv) That the Annual Accounts have been prepared on a going concern basis.

16. ACKNOWLEDGMENT

Your Directors would like to express theirsincere appreciation and gratitude to:-

all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

- all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

- the members, depositors, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

- Your Directors also appreciate the hard work, competence, devotion teamworkand professionalism of the employees of the Company and its subsidiaries and the group, at all levels. The employees continue to remain the Companys most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review.

Regd. Office: For and on behalf of the Board

115, Ansal Bhawan For Ansal Properties & Infrastructure Ltd.

16, Kasturba Gandhi Marg,

New Delhi-110001

(Sushil Ansal)

Date: 12th August 2010 Chairman

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