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Directors Report of Anant Raj Ltd.

Mar 31, 2015

The Directors take pleasure in presenting the Thirtieth Annual Report of your Company together with the Consolidated Audited Accounts for the year ended March 31, 2015.

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

(in Crores) Standalone

For the year For the year ended March 31, ended March 31, 2015 2014

Sales and other income 434.03 449.00

Profit before depreciation 177.35 119.31

Depreciation 21.44 11.31

Profit after depreciation 155.91 108.00

Provision for taxation 30.88 19.67

Profit after tax 125.03 88.33

Minority interest - -

net Profit available for appropriation 125.03 88.33

Appropriations:

Proposed dividend 7.08 7.08

Dividend Tax 1.42 1.20

Transfer to General Reserves 12.50 8.83

Transfer to debenture redemption reserve 100.00 93.75

Transitional Provision in accordance with 2.25 - Schedule ii of Companies Act, 2013

Brought forward loss on disposal of - - subsidiaries

Balance at the beginning of the year of 1,009.56 1032.09 Reserves and Surplus Accounts

Balance carried over to Reserves and 1,011.34 1,009.56 Surplus Accounts

Earning per Share [equity share of Rs 2]

-Basic earning per share (in) 4.24 2.99

-Diluted earning per share (in) 4.24 2.99

Dividend per share (in) 0.24 0.24

Consolidated

For the year For the year ended March 31, ended March 31, 2015 2014

Sales and other Income 490.89 503.11

Profit before Depreciation 203.91 140.27

Depreciation 28.46 15.33

Profit after Depreciation 175.45 124.94

Provision for Taxation 33.38 21.46

Profit after Tax 142.07 103.48

Minority Interest (.30) 3.10

Net Profit available for appropriation 142.37 100.38

Appropriations:

Proposed dividend 7.08 7.08

Dividend Tax 1.42 1.20

Transfer to General Reserves 12.50 8.83

Transfer to debenture redemption reserve 100.00 93.75

Transitional Provision in accordance with 2.28 - Schedule II of Companies Act, 2013

Brought toward loss on disposal of 0.36 0.80 subsidiaries

Balance at the beginning of the year of 876.41 887.69 Reserves and Surplus Accounts

Balance carried over to Reserves and 895.14 876.41 Surplus Accounts

Earning per Share [equity share of Rs 2]

-Basic earning per share (in) 4.85 3.53

-Diluted earning per share (in) 4.85 3.53

Dividend per share (in) 0.24 0.24

2. OPERATIONS REVIEW AND THE STATE OF COMPANY'S AFFAIRS

As you are aware that, your Company is engaged in the business of construction and development of Residential, Commercial, Hospitality projects and IT Parks.

The Company, during the current financial year, would focus on Construction and Development of residential projects in addition to the pending ongoing IT and Commercial Projects. This would strengthen the generation and sustainability of revenues in the years to come.

Your Company, during the year under review, had posted Standalone Net Profit after tax of ' 125.03 Crores as compared to ' 88.33 Crores during the previous year.

Your Company, during the year under review, had posted Consolidated Net Profit after tax of ' 142.37 Crores as compared to ' 100.38 Crores during the previous year.

Rental and Services Receipts

The consolidated Rental and Services Receipts of your Company, during the year under review was ' 74.72 Crores as compared to ' 77.13 Crores during the previous year.

Operations

Residential:

The Company is focusing on the development the Company's show case project Anant Raj Estate at Sector 63A, in Gurgaon, which is being developed over land admeasuring 160 acres, with total developable area approximately 6 million sq. ft.

The project titled as Anant Raj Estate, comprises of construction & development of Luxury villas, Plots, Residential Flats and Independent floors. The Company has received a good response for the projects. The Company has commenced construction and development of the project and the focus of the Company would be to complete the 1st Phase of the said project in the next two years. The Anant Raj estate project alone is expected to add ' 5,000 Crores to the Company's total revenues over the next four-five years.

The construction and development of your Company's prestigious residential projects namely "MACEo" at Sector-91, Gurgaon and "Madelia" at Manesar is in progress and the Company intends to complete the same in the current financial year.

The Company has successfully completed its low cost housing project named as "Ashray" at Neemrana, Rajasthan and Possession of 2580 units is being handed over to Buyers.

Commercial:

The "Moments Mall" at Kirti Nagar, New Delhi, being managed by subsidiary of the Company, namely Anant Raj Projects Limited is operational and generating revenues.

IT Parks

Your Company had developed a IT SEZ with developable area of 0.6 mn. sq. ft. at Panchkula, Haryana, through a subsidiary of the Company, namely Rolling Construction Private Limited. The 2nd phase of the project in completed and has started generating revenues.

The Company has already completed its IT Park situated at Manesar, which is operational and generating revenues.

As you are aware that, your Company has already completed its 1st Phase of IT SEZ Project at Rai, Sonepat. The construction and development of 2nd Phase is in full swing and is expected to be complete in the next two years.

Hospitality

Your Company's Hotel Projects namely Hotel Mapple Emerald, Hotel Ocean pearl Retreat, Hotel Mapple Exotica Orana hotels and resorts are operational and generating revenues.

Your Company is focusing on the development of a resort at Dhumaspur, Gurgaon with constructed area of 0.65 mn. sq. ft spread over an area of 10 acres with 400 rooms. The project will be developed in a phased manner.

3. MATERIAL CHANGE AND COMMITMENT

There has been no material change affecting the financial position of your Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no material change in the nature of business of your Company during the period under review.

5. DIVIDEND

The Board of Directors of your Company, subject to approval of shareholders at the ensuing Annual General Meeting, has recommended a dividend @ 12% (Re. 0.24 per equity share of ' 2/- each) for the year ended March 31, 2015. The cash outflow on account of dividend if approved by the shareholder, will be ' 7.08 Crores and corporate dividend tax would be ' 1.42 Crores.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to section 205 A read with section 205 C of the Companies Act, 1956 (Corresponding to Section 125 of the Companies Act, 2013), the Company has transferred a sum of ' 15,39,630 during the financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government.

The said amount represents unclaimed dividend for the year 2006-07 which was lying with the Company for a period of more than seven years from the due date of payment.

7. TRANSFER TO RESERVES

Your Company has transferred a sum of ' 12.50 Crores to the General Reserves.

8. DEBENTURE REDEMPTION RESERVE

In accordance with statutory provisions, Your Company has transferred a sum of ' 100 Crores to the Debenture Redemption Reserve.

9. OUTSTANDING NON CONVERTIBLE DEBENTURES (NCDs)

Your Company had issued 2500 Secured Listed Redeemable Non- Convertible Debentures (NCDs) of ' 10,00,000/- each (Series A: 1000 NCDs of ' 10,00,000/- each & Series B: 1500 NCDs of ' 10,00,000/- each) aggregating to ' 250 Crores to YES Bank Limited on private placement basis. These NCDs are listed on NSE under the WDM Segment.

The Company had on due date, i.e. August 11, 2014 redeemed 50% of face value of debentures aggregating to ' 50 Crores (Rupees Fifty Crores only) out of Series A: as per the redemption schedule specified in the "Information Memorandum".

Further the Company has prematurely redeemed the outstanding Series A, 1000 NCDs of ' 5 Lacs each, at par, on October 07, 2014, that had been issued to Yes Bank Limited, on Private Placement basis.

After the aforesaid payments, your Company has completed redemption of entire NCDs aggregating to ' 100 Crores under Series-A.

The total outstanding NCDs in Series B now stands at ' 150 Crores (i.e. 1500 NCDs of ' 10,00,000 lacs each).

The next due date of redemption of Series B will be on February 11, 2016.

10. CREDIT RATING

During the year under review, the Credit rating agency Credit Analysis & Research Limited ("CARE") has reaffirmed the credit ratings of your Company as 'CARE BBB (Triple B Plus)' to your Company's debt and NCDs.

11. SHARE CAPITAL

The paid-up share capital of your as on March 31, 2015 was ' 59,01,92,670 divided into 29,50,96,335 equity shares of ' 2/- each. During the year under review, your Company has neither issued shares with Differential voting Rights nor granted Stock options nor Sweat Equity.

12. LISTING OF SHARES

Your Company's equity shares are listed at Bombay Stock Exchange & national Stock Exchange and GDRs are listed at Luxembourg Stock Exchange. The listing fee, for the year under review, has been paid to the Stock Exchanges.

13. fixed deposits

Your Company has not invited or accepted any fixed deposits from the public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

14. INSURANCE

Your Company's properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks.

15. LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meeting of the Board and its Power) Rules, 2014 are given in the Financial Statements of the Company (please refer to Note Nos. 14, 16 and 22 of the standalone financial Statements).

16. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there have been no significant and material orders passed by any regulators/courts/ tribunals that could impact the going concern status and your Company's operations in future.

17. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by your company which may have potential conflict with our interest of your Company at large and thus disclosure in Form AoC-2 is not required.

The Board has formulated policy on Related Party Transactions and it may be accessed at the web-link http:// www.nseprimeir.com/ _ANANTRAJ/files/policy%20 on%20 related %20 party %20 transactions.pdf

18. RISK MANAGEMENT POLICY

in Compliance with the requirement of the Companies Act, 2013 and the Clause 49 of the Listing Agreement, your Company has put in place Risk Minimization and Assessment Procedure. in order to effectively and efficiently manage risk and address challenges, your Company has formulated Risk Management Policy.

The main objective of the policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decision on risk related issues.

The Board has formulated policy on Risk Management and the same may be accessed at the web-link http:// www.nseprimeir.com/z_ANANTRAJ/files/risk%20 management%20policy.pdf

19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has established a "Vigil Mechanism" for its Employees and Directors, enabling them to report any concerns of unethical behaviour, suspected fraud or violation of the Company's code of conduct.

To this effect the Board has adopted a "Whistle Blower Policy" (WBP), which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other shareholders have direct access to the chairman of the Audit Committee for lodging concern if any, or review.

The Board has formulated policy on Whistle Blower and the same may be accessed at the web-link http://www. nseprimeir.com/z_ANANTRAJ/files/Anantraj_whistle_ blower_policy.pdf.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Information relating to Conservation of energy, technology absorption, foreign Exchange Earning and outgo, pursuant to section 134(3)(m) of the Companies Act 2013, read with the Companies (Accounts) Rules, 2014 is enclosed as Annexure-I and forms part of this Report.

21. PARTICULARS OF EMPLOYEES

In terms of the provision Section 197(12) of the Companies Act 2013 read with Rules 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as 'Annexure - II' and forms part of this Report.

22. MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in 'Annexure-III', forming part of this Report.

23. COMMITTEES OF BOARD

(i) Corporate Social Responsibility (CSR) Committee

In terms of section 135 of the Companies Act, 2013 and rule framed There under, the Company has constituted a CSR Committee to recommend and monitor expenditure on CSR. The CSR Committee comprises of Shri Brajindar Mohan Singh as Chairman and Shri Anil Sarin and Shri Amit Sarin as members.

Based on the recommendations of the CSR Committee, your Company has laid down a CSR policy, which is displayed on the website of the Company. It can be accessed at the web-link at http://www.nseprimeir. com/z_ANANTRAJ/files/ANANTRAJ_CSR_ Policy_13082014.pdf

Your Company is committed to Corporate Social Responsibility; Your Company during the year ended March 31, 2015, was required to spend average net profit of the Company for last three financial years. i.e. ' 2.64 Crores. During the year under review, your Company as part of its CSR initiative has spent total amount on the projects covered under the CSR Policy of the Company.

The details of the CSR Activities are given as 'Annexure- IV' forming part of this Report.

(ii) Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 ('Act') read with Companies (Meeting of the Board and its Power) Rules, 2014 and Clause 49 of the Listing Agreement, your Company has duly constituted a Nomination and Remuneration Committee. The details of the composition of the committee along with other details are available in the Corporate Governance Report which is forming part of this Annual Report.

The details of the Remuneration Policy are given as 'Annexure-V' forming part of this Report.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

(iii) Audit Committee

Your Company has a duly constituted Audit Committee Comprising Sh. Ambarish Chatterjee as Chairman, Shri Ashok Sarin, Shri Brajindar Mohan Singh & Shri Maneesh Gupta as members.

The terms of reference of Audit Committee are as per the requirements of Companies Act 2013 & Clause 49 of the Listing Agreement.

The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.

(iv) Stakeholder Relationship Committee & Share Transfer Committee

Your Company has also formed Stakeholder's Relationship Committee and Share Transfer Committee in compliance with the Companies Act, 2013 & Listing Agreement. The details about the composition of the said committees of the Board of Directors alongwith attendance thereof has been provided in the Corporate Governance Report forming part of this report.

24. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report is to annexed forming part of this Annual Report.

25. CORPORATE GOVERNANCE REPORT

As per the requirement of Clause-49 of the Listing Agreement executed with the Stock Exchanges, a report on Corporate Governance is annexed, which forms part of this report. A certificate from Auditors confirming compliance with the conditions of the Corporate Governance is also annexed hereto.

26. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

Your Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Your Company has also constituted an internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

There were no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on March 31, 2015.

27. EXTRACT OF ANNUAL RETURN

The extract of Annual Return required under section 134(3)

(a) of the Companies Act, 2013, read with rules there under in form MGT-9 is annexed herewith as 'Annexure-VI'.

28. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2015:

(a) that in the preparation of the annual accounts for the financial year ending 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts/financial statements have been prepared on a going concern basis; and

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effetely;

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. SUBSIDIARIES AND GROUP COMPANIES

During the year under review, two (2) Companies namely 'Anant Raj Estate Management Services Limited' and 'Romano Estate Management Services Limited' were incorporated as wholly owned subsidiaries of your Company. Two (2) Companies namely Great way Estates Limited and Saffron Views Properties Private Limited, ceased to be subsidiaries of your company.

A statement containing salient features of financial statements of subsidiaries pursuant to section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014 in the prescribed form AOC-1 is attached and forms part of this Annual Report as 'Annexure-VII'.

The annual accounts of the subsidiaries are also available for inspection for any member/investor, during business hours, at the Registered Office of the Company and the same can be accessed from the website of the Company i.e. www.anantrajlimited.com.

The Company has laid down policy on Material subsidiary and the same is placed on the website of the Company.

The said policy may be accessed at the web-link http://www.nsepr i me i r.com/z_AN ANT RAJ/fi les/ POLICY %20FOR%20DETERMINING% 20 MATERIAL%20SUBSIDIARIES.pdf

None of the subsidiaries fall within the meaning of Material non listed Indian subsidiaries as defined in the policy adapted by the Company.

30. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 - Consolidated Financial Statements, prepared on the basis of audited financial statements received from subsidiary companies, as approved by their respective Boards, forms part of this report.

31. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Members of the Company at the 29th Annual General Meeting held on 30th September, 2014 had approved the appointment of Sh. Brajindar Mohan Singh, Sh. Ambarish Chatterjee and Sh. Maneesh Gupta as Independent Directors of the Company to hold office for five consecutive years with effect from the date of Annual General Meeting held on 30th September, 2014 upto 29th September, 2019.

i) Retirement by Rotation

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014 Sh. Amit Sarin (DIN: 00015837) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The details as required under Clause 49 of the Listing Agreement regarding Sh. Amit Sarin are provided in the Notice of the 30th Annual General Meeting. The Board recommends his re-appointment.

ii) Appointment

Ms. Priya Singh Aggarwal (DIN 00535042) had been appointed as an additional Independent woman director under section 161 of the Companies read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and as per Clause 49 of the Listing Agreement. She holds office upto the date of forthcoming Annual General Meeting of the Company. The Company has received a notice under Section 160 of the Companies Act, 2013 along with a deposit of Rupees one Lac from a member proposing the appointment of Ms Priya Singh Aggarwal as an Independent woman Director of the Company, not liable to retire by rotation. Accordingly, a resolution is included in the Notice of the forthcoming 30th Annual General Meeting of the Company for seeking approval from members for her appointment as an Independent Director of the Company, not liable to retire by rotation. The details as required under Clause 49 of the Listing Agreement regarding Ms. Priya Singh Aggarwal are provided in the Notice of the 30th Annual General Meeting. The Board recommends her re- appointment.

iii) Cessation of Chief Financial Officer (CFO)

Your Company had appointed Mr. Yogesh Kumar Sharma as Chief Financial Officer (CFO) of the Company in compliance with Companies Act, 2013, but due to untimely demise of Sh. Yogesh Kumar Sharma who passed away on January 25, 2015, the office of Chief Financial Officer has remained vacant. Your Company is in process of appointing suitable candidate for the said vacancy.

32. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All Independent Directors have given a declaration under section 149 (7) of Companies Act. 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and clause 49 of the Listing Agreement.

33. BOARD MEETINGS

During the year, eleven Board meetings were held, with the gap between such Meetings not exceeding the period prescribed under Companies Act. Details of the Board and committee meetings held during the year are given in the Corporate Governance Report.

The Board meeting dates were finalized in consultation with all directors and agenda papers, backed up by comprehensive notes and details background information, are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decision. The Board is also apprised about the important developments in industry, segments, business operations, marketing, products etc.

34. INDEPENDENT DIRECTOR'S FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and Listing Agreement, your Company had adopted a familiarisation programme for independent directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management, CSR activities etc.

Your Company aims to provide its independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarisation program may be accessed on the Company's website www.anantrajlimited.com. At web link: http://www.nseprimeir.com/z_ANANTRAJ/ files/FAMILIARISATION_PROGRAMME_FOR_ INDEPENDENT_DIRECTORS.pdf

35. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the directors on the Board as a whole, Committees and self -evaluation.

The directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of the Chief Executive officer (CEo) and Managing Director on goals (quantitative and qualitative) set at the beginning of the year in April 2015.

A separate meeting of the independent directors ('Annual ID meeting) was convened, which reviewed the performance of the Board (as a whole), the non- independent directors and the chairman. Post of Annual ID meeting, the collective feedback of each of the independent directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole performance of the non-independent directors and performance of the Board Chairman.

Some of the Key criteria for performance evaluation are as follows-

Performance evaluation of Directors:

- Attendance at Board or Committees meetings

- Contribution at Board or Committees meetings.

- Guidance/support to management outside Board/Committee meetings.

Performance evaluation of Board and Committees:

- Degree of fulfillment of key responsibilities.

- Board structure and composition.

- Establishment and delineation of responsibilities to Committees.

- Board culture and dynamics.

- Effectives of Board process, information and functioning.

- Quality of relationship between Board and Management.

- Efficacy of communication with external stakeholders.

36. INTERNAL FINANCIAL CONTROL

Your Company has in place an established internal control system to ensure proper recording of financial & operational information, compliance of various internal control and other regulatory/statutory compliances. All internal audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on internal control.

37. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their respective reports.

38. AUDITORS

i) Statutory Auditors and their Report

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. B. Bhushan & Co, Chartered Accountants, have been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for the financial year 2016-17, as approved by the members at their 29th Annual General Meeting held on 30th September, 2014. Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the financial year 2015-16. Your Company has received written consent and certificate from M/s. B. Bhushan & Co, Chartered Accountants, in keeping with the requirements of section 139 of Companies Act, 2013 and rules thereunder.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and, therefore, do not call for further clarification.

ii) Cost Auditors

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Construction Industry as per para no. (5) (a) as specified in Schedule VI of the Companies Act, 2013 are required to be audited by the Cost Auditors. The Board has on the recommendation of the Audit Committee, appointed M/s Kabra & Associates, Practising Cost Accountants (Firm Registration NO. 000075) to audit the cost accounts of the Company for the financial year 2015- 16 on a remuneration of ' 75,000/- P.A subject to the ratification by members.

iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Shambhu J. Bhikadia, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-VIn". There is no qualification, reservation or adverse remark in the report.

iv) Internal Auditors

The Board of Directors of your Company has re-appointed M/s G.K Choksi & Co. Chartered Accountants as the Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for Financial Year 2015-2016.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the assistance, help and guidance provided to the Company by the Bankers and Authorities of State Government and Central Government from time to time. The Directors also place on record their gratitude to employees and shareholders of the Company for their continued support and confidence reposed in the management of the Company.

By order of the Board of Directors

For Anant Raj Limited

Sd/-

Place: New Delhi Ashok Sarin

Date : August 12, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Twenty Ninth Annual Report of your Company together with the Consolidated Audited Accounts for the year ended March 31, 2014.

Financial Results:

(Rs. in lacs)

For the year ended For the year ended March 31, 2014 March 31, 2013

Sales and other income 50,311.10 57,808.24

Profit before depreciation 14,026.73 16,253.78

Depreciation 1,532.94 1,401.10

Profit after depreciation 12,493.79 14,852.68

Provision for taxation 2,146.21 4,088.43

Profit after tax 10,347.58 10,764.25

Minority interest 309.96 (160.29)

Net Profit available for appropriation 10,037.62 10,603.96

Appropriations:

Proposed dividend 708.23 -

Dividend Tax 120.36 -

Transfer to General Reserves 883.25 1,495.65

Transfer to debenture redemption reserve 9,375.00 10,000.00

Brought forward loss on disposal of subsidiaries 79.39 23.85

Balance at the beginning of the year of Reserves and Surplus Accounts 88,770.06 89,685.60

Balance carried over to Reserves and Surplus Accounts 87,641.45 88,770.06

Earning per Share [equity share of Rs. 2]

-Basic earning per share (in Rs.) 3.53 3.59 -Diluted earning per share (in Rs.) 3.53 3.59

Dividend per share (in Rs.) 0.24 -

Operations

As you are aware, that your Company is engaged in the business of construction and development of Residential, Commercial, Hospitality projects and IT Parks. During the year under review your Company has focused on residential projects and with the new land acquisitions has created strong pipeline for additional residential development in the years to come.

Your Company, during the year under review, has posted Standalone Net Profit After tax of Rs. 88.33 crores as compared to Rs. 99.71 crores during the previous year.

Your Company, during the year under review, has posted Consolidated Net Profit after tax of Rs. 103.48 crores as compared to Rs. 107.64 crores during the previous year.

Rental and Services Receipts

The consolidated Rental and Services Receipts of Your Company, during the year under review were Rs. 77.13 crores as compared to 89.67 crores previous year.

Dividend

The Board of Directors of your Company, subject to approval of shareholders at the ensuing Annual General Meeting, has recommended a dividend @ 12% (Rs. 0.24 per equity share of Rs. 2/- each) for the year ended March 31, 2014. The cash outflow on account of dividend will be Rs. 7.08 crores and corporate dividend tax would be Rs. 1.20 crores.

OPERATIONS

Residential :

During the year your Company has successfully completed its low cost housing project - Anant Raj Aashray at Neemrana, Rajasthan with 2580 units. The units are being handed over to buyers.

Work is on full swing at Anant Raj Estate, the Company''s most ambitious township project over an area of 160 Acres at Gurgaon, Haryana. The bookings at project have crossed Rs. 700 crores.

Other prestigious residential projects, Madelia at Manesar & Maceo at Gurgaon are progressing as per schedule.

The Company has received a group housing license for 26 acres of land at Anant Raj Estate - this has unlocked a further development potential of around 2.80 million Sq.ft. of residential space.

The Company along with its subsidiaries / associates has received an additional license for development of a Residential Plotted Colony over a land admeasuring 7.86 Acres at Sector 63-A, Gurgaon, Haryana.

Commercial :

Your Company has completed Phase 1 of IT Park at Panchkula in Haryana and many offices have already started functioning.

Hospitality

Your Company is going to develop a resort at Dhumaspur, Gurgaon with constructed area of 0.65 mn.sq.ft spread over an area of 10 acres with 400 rooms. The project will be developed in a phased manner.

Transfer to Reserves

In accordance with statutory provisions, your Company has transferred a sum of Rs. 883.25 lacs to the General Reserve.

Debenture Redemption Reserve

In accordance with statutory provisions, your Company has transferred a sum of Rs. 9,375.00 lacs to the Debenture Redemption Reserve.

Outstanding Non Convertible Debentures (NCDs)

The Company had issued 2500 Secured Listed Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each (Series A: 1000 NCDs of Rs. 10,00,000/- each & Series B: 1500 NCDs of Rs. 10,00,000/- each) aggregating to Rs. 250 crores to YES Bank Limited on private placement basis. These NCDs are listed on NSE under the WDM Segment.

The whole of the above NCDs were outstanding as at March 31, 2014.

However, your Company, on 11th day of August, 2014, i.e. due date of redemption, has redeemed Non Convertible Debentures (NCDs) of Rs. 50 crores, out of NCDs (Series A:100 crores).

Credit Rating

The Credit Rating of BBB( ) has been assigned by the credit rating agency "CARE" to the above NCDs.

Share Capital

The paid-up share capital as on March 31, 2014 was Rs. 59,01,92,670 divided into 29,50,96,335 equity shares of Rs. 2/- each. There has been no change in the paid-up share capital of the Company during the year.

Listing of shares

The Company''s equity shares are listed at Bombay Stock Exchange & National Stock Exchange and GDRs are listed at Luxembourg Stock Exchange. The Listing fee, for the year under review, has been paid to the Stock Exchanges.

Fixed Deposits

The Company has not invited or accepted any fixed deposits from the public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Insurance

The Company''s properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks.

Appointment of chief Financial officer (CFO)

Your Company has appointed Mr Yogesh Kumar Sharma as Chief Financial Officer (CFO) of the Company in compliance with Companies Act, 2013.

Committees of the Board of Directors :

1. Corporate Social Responsibility (CSR) Committee

In alignment with provisions of the Companies Act, 2013, your Company has constituted Corporate Social Responsibility Committee of the Board of Directors, with Shri Brajindar Mohan Singh as Chairman and Shri Anil Sarin & Shri Amit Sarin as members.

The said committee has been entrusted with the responsibility of formulating and monitoring the Corporate Social Responsibility Policy of the Company, which will include, inter-alia, activities to be undertaken by the Company, monitoring the implementation of the frame work of the Policy and recommending the amount to be spent on CSR activities.

2. Nomination & Remuneration Committee :

Your Company has changed Nomenclature and terms of reference of Remuneration Committee to ''Nomination & Remuneration Committee'' and reconstituted the said Committee in compliance with provisions of Companies Act, 2013. Shri Anil Sarin has resigned from the committee. Therefore, your Comapny has reconstituted the Nomination & Remuneration Committee of the Board of Directors, with Shri Maneesh Gupta as Chairman and Shri Brajindar Mohan Singh and Shri Ambarish Chatterjee as members.

3. Stakeholders'' Relationship Committee

Your Company has changed the name and terms of reference of Investors'' Grievance Committee to Stakeholders'' Relationship Committee in compliance with provisions of the Companies Act, 2013. The committee comprises of Shri Ambarish Chatterjee as Chairman and Shri Anil Sarin & Shri Maneesh Gupta as members.

4. Audit Committee

Your Company has Audit Committee of Board of Directors, with Shri Ambarish Chatterjee as Chairman, Shri Ashok Sarin, Shri Brajindar Mohan Singh & Shri Maneesh Gupta as members.

The composition of the Audit Committee and terms of reference confirm to new Companies Act 2013 & Clause 49 of the Listing Agreement.

5. Share Transfer Committee

Your Company has Share Transfer Committee comprises of Shri Ashok Sarin as Chairman and Shri Anil Sarin & Shri Brajindar Mohan Singh as members.

Organisation Structure

During the financial year ended 31st March 2014, there has not been any major change in the organization structure of the Company. Your Company continues to be governed by its Board of Directors under the day to day control and the management being exercised by the Managing Director, the Chief Executive Officer & Chief Financial Officer of the Company.

Statement pursuant to Section 217(1)(e) and Section 217(2A) of the companies Act, 1956

A Statement pursuant to Section 217(1)(e) and Section 217(2A) of the Companies Act, 1956, read with Companies(Disclosure of Particulars in report of Board of Directors) is annexed hereto and forms part of the Directors'' Report.

Management Discussion & Analysis Report

Management Discussion & Analysis Report is annexed and forms part of this Annual Report.

Corporate Governance Report

As per the requirement of Clause-49 of the Listing Agreement executed with the Stock Exchanges, a report on Corporate Governance is annexed, which forms part of this Annual Report. A certificate from Auditors confirming compliance with the conditions of the Corporate Governance is also annexed.

Directors'' Responsibility Statement

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2014:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 at the end of the financial year and of the profit of the Company for the year ended on that date;

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

(iv) that the directors have prepared the annual accounts on a going concern basis.

Subsidiaries and Group Companies

The Ministry of Corporate Affairs vide its General Circular No. 2/2011, dated February 08, 2011 has granted a general exemption under Section 212(8) of the Companies Act 1956 to all the companies from annexing the Annual Accounts and other statements of subsidiary companies with the Annual Report of the Holding Company.

A statement setting out important financials of the subsidiary companies is attached and forms part of this Annual Report.

The annual accounts of the subsidiaries are also available for inspection for any member/investor, during business hours, at the Registered Office of the Company and the same can be accessed from the website of the Company i.e. www.anantrajlimited.com.

A statement of the Company''s interest in the subsidiaries is attached as required under Section 212 of the Companies Act, 1956.

Consolidated Financial Statements

In accordance with Accounting Standard 21 - Consolidated Financial Statements prepared on the basis of audited financial statements received from subsidiary companies as approved by their respective boards forms part of this report.

Directors

Pursuant to Section 152 of the Companies Act, 2013 Shri Ashok Sarin retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri Brajindar Mohan Singh, Shri Ambarish Chatterjee & Shri Maneesh Gupta as Independent Directors for five consecutive years for a term upto September 29, 2019. Details of proposal for appointment of Shri Brajindar Mohan Singh, Shri Ambarish Chatterjee & Shri Maneesh Gupta are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Twenty Ninth Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

The Board of Directors, subject to approval of members at the ensuing Annual General meeting, has approved the reappointment of Shri Amit Sarin, as whole time Director designated as Director & CEO, for a period of 5 years w.e.f. July 9, 2014.

None of the above mentioned Directors is disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

Brief resume of all Directors seeking reappointment together with the nature of their expertise in specific functional areas and name of companies in which they hold directorship and membership of Board/ Committees and number of shares held as stipulated under Clause 49 of the Listing Agreement are stated in the notice of the Annual General Meeting.

Auditors

B. Bhushan & Co., Chartered Accountants, Auditors of the Company, shall retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

As required under Section 141 of the Companies Act, 2013, the Company has obtained from them, a certificate to the effect that their re-appointment if made, would be in conformity with the limits prescribed in the said section.

Cost Auditors

Cost Audit has become applicable to the Company from the financial year 2014-15.

The Company has appointed M/s Kabra & Associates, Cost Accountants (Firm Registration No. 000075) as Cost Auditors to conduct the Cost Audit for the financial year 2014-15.

However, for the year under review the Cost Audit was not applicable to the companies engaged in construction and/or development (real estate) business. Such companies were required to maintain cost accounting records and to file the Cost Compliance Report with the Government of India. The Company for the year under review, in terms of the Companies (Cost Accounting Records) Rules 2011, as amended, would file Cost Compliance Report.

Acknowledgements

The Directors place on record their appreciation for the assistance, help and guidance provided to the Company by the Bankers and Authorities of State Government and Central Government from time to time. The Directors also place on record their gratitude to employees and shareholders of the Company for their continued support and confidence reposed in the management of the Company.

By order of the Board of Directors

New Delhi Ashok Sarin August 11, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors take pleasure in presenting the Twenty Eighth Annual Report of your Company together with the Consolidated Audited Accounts for the year ended March 31, 2013.

(Rs. in lacs) Financial Results:

Particulars For the year ended For the year ended March 31, 2013 March 31, 2012

Sales and other income 57,808.24 33,242.86

Profit before depreciation 16,253.78 16,402.21

Depreciation 1,401.10 1,104.87

Profit after depreciation 14,852.68 15,297.34

Provision for taxation 4,088.43 3,959.93

Profit after tax 10,764.25 11,337.41

Minority interest (160.29) 13.67

Net Profit available for appropriation 10,603.96 11,351.08

Appropriations:

Proposed dividend - 1,180.38

Dividend Tax - 191.49

Transfer to General Reserves 1,495.65 1,092.60

Transfer to debenture redemption reserve 10,000.00 13,125.00

Brought forward loss on disposal of subsidiaries 23.85 -

Balance at the beginning of the year of Reserves and Surplus Accounts 89,685.60 93,923.99

Balance carried over to Reserves and Surplus Accounts 88,770.06 89,685.60

Earning per Share [equity share of Rs. 2]

-Basic earning per share (in Rs.) 3.59 3.85

-Diluted earning per share (in Rs.) 3.59 3.85

Dividend per share (in Rs.) - 0.40

OPERATIONS

As you are aware, that your Company is engaged in the business of construction and development. Your Company has deployed its resources and has executed & developed IT Parks, Commercial, Hospitality & Residential Projects. Your Company, during the year under review, focused on residential projects and with the new land acquisitions has created strong pipeline for additional residential development in the years to come.

Your Company, during the year under review, has posted Standalone Net Profit After tax of Rs. 9,971 Lacs as compared to Rs. 10,926.02 Lacs during the previous year.

Your Company, during the year under review, has posted Consolidated Net Profit after tax of Rs. 10,764.25 Lacs as compared to Rs. 1 1,337.41 Lacs during the previous year. The consolidated profit has been impacted by write off of Rs. 77.98 Crores against a sale transaction of a previous year, which in view of the management, was unrealizable. The consolidated profit for the year, prior to this write off, would have been Rs. 18403 Lacs.

Rental and Services Receipts

The consolidated Rental and Services Receipts of your Company, during the year under review have decreased from Rs. 92.32 Crores (previous year) to Rs. 89.67 Crores this yean

Dividend

The Board of Directors of your Company, in order to conserve cash resources, do not recommend dividend for the financial year ended March 31, 2013.

Change in Name

The name of your Company has been changed from "Anant Raj Industries Ltd." to ''Anant Raj Limited", w.e.f. October 29th, 2012. The Registrar of Companies, NCT of Delhi and Haryana, has issued a fresh Certificate of Incorporation in this regard.

Change in Registered Office

During the year under review, the Registered Office of your Company has been changed from 85.2 KM Stone, Delhi-Jaipur Highway, Village Bhudla, PO. Sangwari, Dist- Rewari, Haryana to Plot No. CP-1, Sector 8, IMT, Manesar, Haryana-122051.

Land Acquisition

Your Company, during the last 3 years has purchased approximately 270 Acres of land in Gurgaon, Manesar, Sonepat in Haryana, Delhi, and Neemrana, Rajasthan with developable area of 15 Million Sq. ft. Total acquisition cost of the land is around Rs. 1000 Crores.

The new land acquisition has created a strong pipeline for your company to carry out additional residential & Commercial developments for the next 5 years.

RESIDENTIAL

Group Housing :

Your Company has received a license to set up a Residential Group Housing Colony at Sector 63-A, Gurgaon, Haryana over an area admeasuring 26.075 acres. The project would have a saleable area of 2.8 mn. sq. ft. The expected top line from this project is Rs. 2500 Crores, realizable in the next 4-5 years.

Villas, Floors & Plots

Your Company has launched Independent Villas of 300,400 & 500 Sq.yds., Floors of 270 & 400 sq.yards and plots ranging from 400 to 1000 sq. yds. at its integrated township project ''Anant Raj Estates" at Sector 63-A, Gurgaon, Haryana. The Company is receiving a good response. The project would be built in phased manner over the next 3-5 years. The township will have a club house, two primary schools, retail and commercial areas and ample green space.

Affordable Housing :

The Company''s affordable housing project ''Anant Raj Ashray" at Neemrana, Rajasthan is nearly complete and the company has started handover of units to the buyers. There are 2600 flats in this project.

Madelia

Your Company is promoting a project at Manesar, Haryana by constructing 670 flats over a land of 12.45 acres and constructed area of 1.20 mn.sq. ft. All flats have been sold and construction is in full swing. The expected realization from the project is Rs. 500 Crores.

Maceo

The project at Sector 91, Gurgaon, Haryana envisages 743 flats over a land of 15.58 acres and constructed area of 1.50 mn.sq.ft. Nearly 75% of the project has been sold and construction is in full swing. The expected realization from the project is Rs. 600 Crores.

COMMERCIAL

Commercial Project

Your Company has received licenses to set up Commercial Projects at Sector 63-A, Gurgaon, Haryana over an area admeasuring 4 acres and 2.95 acres. The projects would have saleable area of 0.8 mn. sq. ft. and the expected topline from this project is Rs. 800 Crores in the next 4-5 years.

IT SEZ, Rai

Your Company has completed its IT SEZ Project at Rai, Sonepat, having 2.1 mn.sq.ft over 25 acres of land. The status of the project is that the purchasers are in "ready to move-in" position.

IT Park, Panchkula

IT Park with developable area of 0.6 mn. sq. ft. is being developed by your Company. The construction is in full swing and the project would be completed by December, 2013. The project is being developed by a subsidiary of your Company, m/s Rolling Construction Pvt. Ltd in Joint Venture with Monsoon Capital, USA.

IT Park, Manesar

Your Company''s other IT Park at Manesar, Haryana is operational & generating revenues.

HOSPITALITY

Your Company''s hotel projects namely Regenta, Hotel Mapple Emerald, Hotel Ocean Pearl & Hotel Mapple Exotica are fully operational and leased out to leading hotel chains.

Dhumaspur Resort

Your Company is planning to develop a resort at Dhumaspur, Gurgaon with constructed area of 0.65 mn. sq. ft. spread over an area of 10 acres with 400 no. of rooms. The project will be developed in a phased manner.

RETAIL

As you are aware, the Company had constructed and developed a commercial mall "Moments Mall" at Kirti Nagar, Delhi . The project had received a tremendous response and nearly 80% space has been leased out. Many reputed retail chains such as "More" an Aditya Birla Group Enterprise, Westside (Trent Ltd), Reliance Digital, Biba have started their operations from the mall.

Transfer to Reserves

In accordance with statutory provisions, your Company has transferred a sum of Rs. 1,495.65 lacs to the General Reserve.

Debenture Redemption Reserve

In accordance with statutory provisions, your Company has transferred a sum of Rs. 10,000.00 lacs to the Debenture Redemption Reserve.

Redemption of Non Convertible Debentures (NCDs)

As you are aware, the company had issued 1750 NCDs of Rs. 10,00,000/ each aggregating to Rs. 175 Crores on private placement basis.

The Company during the financial year ended March 3 1, 2013 redeemed 75% of value of the NCDs ( i.e. Rs. 13 1.25 Crores). The redemption has been done in accordance with the redemption schedule given in the Information Memorandum at the time of issue of NCDs. The balance 25% of the value of NCDs ( i.e. Rs. 43.75 Crores) was outstanding as on March 3 1, 2013 and the same was fully redeemed on J une 14, 2013 the due date of redemption.

Outstanding Non Convertible Debentures (NCDs)

The Company had issued 2500 Secured Listed Redeemable Non- Convertible Debentures (NCDs) of Rs. 10,00,000/- each (Series A: 1000 NCDs of Rs. 10,00,000/- each & Series B: 1500 NCDs of Rs. 10,00,000/- each) aggregating to Rs. 250 Crores to YES Bank Limited on private placement basis. These NCDs are listed on NSE under the WDM Segment.

The whole of the above NCDs are outstanding as at March 31, 2013.

Credit Rating

The Credit Rating of BBB( ) has been assigned by the credit rating agency "CARE" to the above NCDs.

Share Capital

The paid-up share capital as on March 31, 2013 was Rs. 59,01,92,670 divided into 29,50,96,335 equity shares of Rs. 2/- each. There has been no change in the paid-up share capital of the Company during the year.

Listing of Shares

The Company''s equity shares are listed at Bombay Stock Exchange & National Stock Exchange and GDRs are listed at Luxembourg Stock Exchange. The Listing fee, for the year under review, has been paid to the Stock Exchanges.

Fixed Deposits

The Company has not invited or accepted any fixed deposits from the public in terms of provisions of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Insurance

The Company''s properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks.

Organisation Structure

During the financial year ended 3 1st March 2013, there has not been any major change in the organization structure of the Company. Your Company continues to be governed by its Board of Directors under the day to day control and the management being exercised by the Managing Director and the Chief Executive Officer of the Company.

Statement pursuant to Section 217(1)(e) and Section 217(2A) of the Companies Act, 1956

A Statement pursuant to Section 2l7(l)(e) and Section 217(2A) of the Companies Act, 1956, read with Companies(Disclosure of Particulars in report of Board of Directors) is annexed hereto and forms part of the Directors'' Report.

Management Discussion & Analysis Report

Management Discussion & Analysis Report is annexed and forms part of this Annual Report.

Corporate Governance Report

As per the requirement of Clause 49 of the Listing Agreement, executed with the Stock Exchanges, a report of Corporate Governance is annexed and forms part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

Directors'' Responsibility Statement

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the audited annual accounts for the financial year ended March 31, 2013:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

(ii) that 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 at the end of the financial year and of the profit of the Company for the year ended on that date;

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

(iv) that the directors have prepared the annual accounts on a going concern basis

Subsidiaries and Group Companies

The Ministry of Corporate Affairs vide its General Circular No. 2/2011, dated February 08, 2011 has granted a general exemption under Section 212(8) of the Companies Act, 1956 to all the Companies from annexing the Annual Accounts and other statements of subsidiary companies with the Annual Report of the Holding Company.

A statement setting out important financials of the subsidiary companies is attached and forms part of this Annual Report.

A statement of the Company''s interest in the subsidiaries is attached as required under section 212 of the Companies Act, 1956.

The Company will make available the Annual Accounts of the subsidiary companies and information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiaries are also available for inspection for any member/investor, during business hours, at the Registered Office of the Company and the same can be accessed from the website of the Company i.e. www.anantrajlimited.com.

Consolidated Financial Statements

In accordance with Accounting Standard 21 (AS-21) on Consolidated Financial Statements read with AS-23 on accounting for investments in associates and AS-27 on financial reporting of interest and joint ventures, the Consolidated financial statements prepared on the basis of audited financial statements received from subsidiary companies as approved by their respective boards, form part of this report.

Directors

Pursuant to Section 256 of the Companies Act, 1956, read with the Clause 86 of Articles of Association of the Company, Shri Brajindar Mohan Singh and Shri Maneesh Gupta retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment.

Brief resume of Shri Brajindar Mohan Singh and Shri Maneesh Gupta seeking reappointment together with the nature of their expertise in specific functional areas and name of companies in which they hold directorships and membership of Board/ Committees and number of shares held as stipulated under Clause 49 of the Listing Agreement are stated in the notice forming part of this Annual Report.

Auditors

B. Bhushan & Co., Chartered Accountants, Auditors of the Company, shall retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

As required under Section 224 of the Companies Act, 1956, the Company has obtained from them a certificate to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said section.

Cost Compliance Report

Cost Audit is not applicable to the companies engaged in Construction and/or development ( real estate) business. However, such companies are required to maintain cost accounting records and to file the Compliance Report with the Government of India. The Company during the year under review, in terms of the Companies ( Cost Accounting Records) Rules 2011, as amended, filed Compliance Report with Government of India, duly certified by M/s Kabra & Associates, Cost Accountants, (Firm Registration No. 000075).

Acknowledgements

The Directors place on record their appreciation for the assistance, help and guidance provided to the Company by the Bankers and Authorities of State Government and Central Government from time to time. The Directors also place on record their gratitude to employees and shareholders of the Company for their continued support and confidence reposed in the management of the Company.

By order of the Board of Directors

New Delhi Ashok Sarin

August 05, 2013 Chairman


Mar 31, 2010

The Directors take pleasure in presenting the Twenty Fifth Annual Report of the Company together with the audited accounts for the year ended March 31, 2010.

Financial Results

Particulars Standalone Consolidated Rs. in lacs Rs. in lacs

Sales and other income 33488.01 33971.48

Profit before depreciation 30450.98 30698.72

Depreciation 1064.80 1068.37

Profit after depreciation 29386.18 29630.35

Provision for taxation 5669.48 5805.44

Profit after tax 23716.70 23824.91

Appropriations:

Proposed dividend 1770.58 1770.58

Dividend Tax 294.07 294.07

Transfer to General Reserves 2371.67 2371.67

Balance carried over to Reserves and Surplus Account 96383.81 80850.68

Earning per Share [equity share of Rs. 2]

-Basic earning per share (in Rs.) 8.04 8.07

-Diluted earning per share (in Rs.) 7.85 7.89

Dividend per share (in Rs.) 0.60 0.60

Operations

As you are aware your Company had consolidated its various group companies carrying similar business activities by way of a series of mergers and acquisitions. After the said mergers your Companys main focus is on the development of IT Parks, hospitality and housing projects.

Your Company is diligently deploying its resources and has executed certain Hospitality, IT Projects, Commercials and IT SEZ Projects. The Rents from these projects have increased manifolds during the year under review.

Your Company during the year under review, has posted Consolidated Net Profit After tax of Rs. 23824.91 Lacs as compared to Rs. 20610.66 Lacs during the previous year.

Your Company during the year under review, has posted Standalone Net Profit After tax of Rs. 23716.70 Lacs as compared to Rs. 36583.81 Lacs during the previous year.

Tile Division

The tile division of your Company, during the year under review, incurred a loss of Rs. 529.35 lacs. The margins in the Ceramic Industry have continued to remain under pressure due to rise in input costs and lower price realization from the market. Your Company has initiated corrective measures like reduction and optimization of cost and increase in sale volume.

Construction - Commerical - Retail

As you are aware, Your Company through its Subsidiary, M/s Anant Raj Projects Limited, has undertaken to construct and develop a commercial mall at Kirti Nagar in West Delhi, in Joint Venture with M/s Lalea Trading Limited, a company incorporated under the law of Cyprus. The project is likely to be completed in the current year and is also expected to generate revenues. The Project is at a prime location only 5 k.m. from Connaught Place. Project is in front of Metro Station, Kirti Nagar.

Construction - IT Parks

IT Park Manesar

Your Company has completed Construction of IT Park at Manesar. The revenue stream from this project has commenced during the year under review.

IT SEZ Rai, Sonepat

The Ist phase of construction of IT Park at Rai, Sonepat, Haryana is in progress. The said IT Park has been notified as a Special Economic Zone and units to be based in the said IT Park shall be eligible for such exemptions as are allowed to units based in Special Economic Zones. The expected cost of 1st Phase would be about Rs. 350 Crores.

The Companys other investments in construction of IT related infrastructure include:

(i) Development of IT Park on 25 Acres of Land at Greater Noida, UP, through its subsidiary company.

(ii) Development of IT Park on 10 Acres of Land in Panchkula through its subsidiary a Joint Venture project with Monsoon Capital, a Mauritius based Company.

(iii) Development of IT Park on 10 Acres of Land in Jaipur in a Subsidiary Company.

Construction- Hospitality

Your Companys hospitality projects named "Anant Raj Exotica" and "Anant Raj Retreat" have already been completed and become operational. The revenues from the said projects has started from the year under review.

Your Companys hospitality project Hotel Grand & Hotel Papillon have also commenced operations.

Your Company is also going to develop an amusement & entertainment park at Dhamuspur, Gurgaon on 38 Acres of land.

Construction - Housing

Your Company, during the current year is planning to construct and develop:

(i) Housing projects at prime locations at Hauz Khas, Bhagwan Das Road, New Delhi.

(ii) Housing project on 2.95 Acres of land at Kapashera, Delhi.

(iii) Housing project on 12.45 Acres of land at Manesar, Haryana.

(iv) Housing Project on 10 Acres of land at Sonepat, Haryana.

Dividend

The Board of Directors, subject to approval of shareholders at the ensuing Annual General Meeting, has recommended a dividend @ 30% (Rs. 0.60 per equity share of Rs. 2/- each) for the year ended March 31, 2010. The cash outflow on account of dividend will be Rs. 1770.58 lacs and Corporate dividend tax would be Rs. 294.07 lacs.

Issue of Securities

The Company, during the year under review, issued and allotted 2,00,00,000 (Two Crores) convertible warrants to a promoters Group Company (Anant Raj Meadows Private Limited) on preferential basis @ Rs. 87/- per Share(including premium of Rs. 85/- Per Share).

Share Capital

The paid-up share capital as on March 31, 2010 was Rs. 59,01,92,670 divided into 29,50,96,335 equity shares of Rs. 2/- each. There has been no increase in the paid-up share capital of the Company during the year.

Fixed Deposits

The Company has not invited or accepted any fixed deposits from the public in terms of provisions of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Insurance

The Companys properties including Building, Plant and Machinery, Stocks, Stores, etc., have been adequately insured against major risks.

Organisation Structure

During the financial year ended 31st March 2010, there has not been any major change in the organization structure of the Company. Your Company continues to be governed by its Board of Directors under the day to day control and management being exercised by the Managing Director and the Chief Executive Officer of the Company.

Management Discussion & Analysis Report

Management Discussion & Analysis Report is given in Annexure-II forming part of this report.

Corporate Governance Report

As per the requirements of Clause-49 of the Listing Agreement a separate report on Corporate Governance is given in Annexure-III, which forms part of this report. The Auditors certificate on compliance under Corporate Governance is also annexed.

Directors Responsibility Statement

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the audited annual accounts for the financial year ended March 31, 2010:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 at the end of the financial year and of the profit of the Company for the year ended on that date;

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

(iv) that the directors have prepared the annual accounts on a going concern basis

Subsidiaries and Group Companies

The Ministry of Corporate Affairs, New Delhi, has exempted your Company from enclosing the audited statement of accounts of its subsidiary companies for the financial year 2009-10 as required under the provisions of section 212 of the Companies Act, 1956.

In terms of the aforesaid approval, a statement setting out important financial figures of the subsidiary companies is attached to the Annual Report.

Directors

Pursuant to Section 256 of the Companies Act, 1956 read with the Clause 86 of Articles of Association of the Company, Shri Ambarish Chatterjee and Shri Maneesh Gupta retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

Brief resume of the Directors seeking appointment/re- appointment together with the nature of their expertise in specific functional areas and names of companies in which they hold directorships and membership of Board/Committees and number of shares held as stipulated under Clause 49 of the Listing Agreement are stated in the notice forming part of this Annual Report.

Auditors

B. Bhushan & Co., Chartered Accountants, Auditors of the Company, retire on the conclusion of the ensuing Annual

General Meeting and being eligible have offered themselves for re-appointment.

Acknowledgements

The Directors place on record their appreciation for the assistance, help and guidance provided to the Company by the State Bank of India and authorities of State Government from time to time. The Directors also place on record their gratitude to employees and shareholders of the Company for their continued support to and confidence in the management of the Company.

By order of the Board of Directors

New Delhi Ashok Sarin

June 19, 2010 Chairman

 
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