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Directors Report of Ansal Properties & Infrastructure Ltd.

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 CRÈCHE FACILITIES AT PROJECT SITES

Your Company, through an NGO- 'Mobile Crèches', 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 – 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. Non–independent 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.

» 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 – 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 crèche facilities at project sites

Your Company, through an NGO- ''Mobile Crèches'', 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, 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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