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Directors Report of Ashiana Housing Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the 30 Annual Report
together with the audited financia statement of the company for the
year ended on 31 March, 2016.

FINANCIAL SUMMARY

Standalone Rs, in Lakhs

sl Particular Current Year Previous
no 2015-16 2014-15

1. Sales and other income 51,320.82 14,046.29

2. Profit before Depreciation 14,853.09 5,522.74

3. Depreciation 771.50 784.87

4. Profit after Depreciation 14,081.59 4,737.87
but before Taxation

5. Provision for Taxation 936.84 170.89

6. Profit after Depreciation
and Taxation 13,144.75 4,566.97

7. Surplus brought forward 2,567.60 2,257.45
from previous year

8. Profit available for
Appropriation 15,712.42 6,824.43

9. Proposed Dividend/
Interim Dividend 511.76 511.76

10. Tax on Proposed 104.18 66.52
Dividend/Interim Dividend

11. Transfer to
General Reserve 12,500.00 3,500.00

12. Transfer to Debenture 500.00
Redemption Reserve

13. Depreciation adjustment
as per 0.00 178.48
Companies Act, 2013
(Net of
differed tax t 94,46,000
thereon)

14. Balance Surplus carried 2,096.48 2,567.67
to Balance Sheet

Consolidated Rs, in Lakhs

Sl. Particular Current Year Previous year
No 2015-16 2014-15

1 Sales and other income 53,605.27 16,443.79

2 Profit before Depreciation 14,770.11 5,711.78

3 Depreciation 781.24 802.78

4 Profit after Depreciation
but 13,988.87 4,909
before Taxation

5 Provision for Taxation 1,033.93 256.09

6 Profit after Depreciation
and Taxation 12,954.94 4,652.91

7 Minority Interest 15.84 3.91

8 Profit after Minority
Interest 12,939.10 4,648.99

9 Surplus brought forward from 2,691.70 2,329.40
previous year

10 Profit available for
Appropriation 15,630.80 6,978.39

11 Proposed Dividend/
Interim Dividend 511.76 511.76

12 Tax on Proposed Dividend/ 104.18 104.18
Interim Dividend

13 Transfer to General Reserve 12,489 3,490

14 Transfer to Debenture Redemption 500 -
Reserve

15 Depreciation adjustment as per - 180.75
Companies Act, 2013 (Net of
differed tax t 9,446,000 thereon)

16 Balance Surplus carried to 2,025.86 2,691.70
Balance Sheet


KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

- The company registered a sales volume of 8.63 lakhs sq. ft. in a
sluggish market where customer sentiment continues to be weak. The
average realization price increased from Rs, 3,022 to ^ 3,293 in FY16;

- This is our second year of executing more than 20 lakh sq ft. We
clocked a new record of 23.44 lakhs sq. ft. of EAC (Equivalent
Constructed Area).

Operations

A brief summary of the on-going projects is as on 31 March, 2016 are as
follows:

Project Name Type Saleable Area Bookeed as
&location area on 31-03-2016


Ashiana Town Beta Comfort Homes 9.55 4.81

(Phase-2 & Phase-3)

(BHIWADI)

Ashiana Town Plaza Commercial 0.04 0.04

(BHIWADI)

Ashiana Nirmay Senior Living 2.18 0.76

(Phase-1) (BHIWADI)

Ashiana Tarang Comfort Homes 2.28 1.18

(Phase-1) (BHIWADI)

Ashiana Surb Comfort Homes 3.73 2.83

(Phase 1& Phase -2)

(BHIWADI)

Vrinda Gardens* Comfort Homes 6.42 4.12

( Phase -1& Phase-2)

(JAIPUR)

Gulmohar Gardens* Comfort Homes 3.3 2.48

(Phase-3& Phase 5)

(JAIPUR)

Gulmohar Gardens Commercial 0.45 0.32

Plaza* & Studio
Apartment (JAIPUR)

Ashiana Umang Comfort Homes 9.87 6.56

(Phase-1to Phase-3)

(JAIPUR)

Ashiana Shubham Senior Living 1.63 0.12

(Phase-1) (CHENNAI)

Ashiana Utsav Senior Living 1.24 0.24

(Phase-3 & Phase-4)

(LAVASA)

Ashiana Navrang Comfort Homes 3.08 2.31

(Phase-1 & Phase-2)

(HALOL)

Ashiana Anantara Comfort Homes 0.59 0.44

(Aries)

(JAMSHEDPUR)

Ashiana Anmol Comfort Homes 4.17 1.11

(Phase-1) (SOHNA)

Total 48.53 27.32


*In partnership

During the financial year under review there is no change in the nature
of business of your company.

Launches:

Launches pertaining to the business of your company, including its
subsidiaries and partnerships, for the year 2015-16 and period
subsequent thereto are given hereunder:

a) Ashiana Tarang, Bhiwadi (Rajasthan): Launched Phase-1 of project
Ashiana Tarang comfort homes project in Bhiwadi (Rajasthan) comprising
2/3 BHK flats with total saleable area of approximately 2.28 lakhs sq.
ft.;

b) Ashiana Anantara Aries, Jamshedpur (Jharkhand): Launched one phase
namely Aries in Ashiana Anantara in Jamshedpur (Jharkhand). Ashiana
Anantara Aries comprises comfort homes comprising 2/3 BHK flats with
total saleable area of approximately 0.59 lakhs sq. ft.;

c) Ashiana Shubham, Chennai (Tamil Nadu):

Launched Phase-1 of Ashiana Shubham project senior living in Chennai
(Tamil Nadu). This phase comprises of 1/2/3 BHK flats with total
saleable area of approximately 1.63 lakhs sq. ft.;

d) Ashiana Town Plaza, Bhiwadi (Rajasthan):

Launched Commercial block in Project Ashiana Town. Ashiana Town Plaza
has 10 shops with a total saleable area of approximately 0.04 lakhs sq.
ft.;

Land Acquisitions

a) Kolkata Land: Entered into a Development Agreement with M/s. Bengal
Shriram Hi Tech City Private Limited (a group company of Bangalore
based Shriram Properties Ltd.), for development of senior living and
regular housing project on a piece of land measuring 19.72 acres
situated at Mouza Bhadrakali, Uttarpara Kotrang Municipality, Kolkata,
West Bengal. The entire project will have a total saleable area of
approximately 15 lakhs sq. ft.;

b) Jamshedpur Land: Entered into a Development Agreement for
development of a ''Regular Group Housing Project''. This project has 7
acres (approx.) of land with saleable area of 6.83 lakhs sq. ft.
(approx.). The land for the proposed project is situated at Village
Asangi, Thana no. 126, Adityapur, Jamshedpur;

c) Jaipur Land:

- Entered into a Development Agreement, for development of regular
group housing project on piece of land measuring 8.838 acres situated
at village Keshopura, Ajmer Road, Tehsil Sanganer, Jaipur (Rajasthan).
The entire project will have a total saleable area of approximately 9
lakhs sq. ft.;

- Ashiana acquired land measuring 6.9 acres situated near Mahindra
World City in Sanganer, Jaipur (Rajasthan). The entire project will
have a total saleable area of approximately 6.70 lakhs sq. ft.;

Recognitions:

During the year under review your company was accorded the following
awards:

a) Received Bhamashah award for contribution made n the field of
education by the Govt. of Rajasthan, 2015;

b) Received award from FICCI "Category II - CSR Award for Small and
Medium Enterprises (SMEs) with turnover Up to 200 Crores per annum."

Other developments

- CARE has upgraded our credit rating from "CARE A-(Is)" to "CARE A
(Is) [Single A (Issuer Rating)]";

- ICRA has reaffirmed its rating A- (ICRA) A minus;

- Brickwork Ratings India (P) Ltd. (Brickwork) has given BWR A (SO)
rating to redeemable Non Convertible Debentures;

- Raised Rs, 20 crores through Secured Non Convertible Debentures;

- Hand over started of Partial Phase V & VII of Rangoli Gardens in
Jaipur;

- Hand over started of Phase I & II of Gulmohar Gardens in Jaipur;

- Hand over started of Phase I of Ashiana Town Beta in Bhiwadi;

- Hand over started of Phase I of Ashiana Aangan in Neemrana;

- Hand over started of Phase I of Ashiana Dwarka in Jodhpur

- Hand over started of Phases of Leo, Gemini & Orient in Ashiana
Anantara in Jamshedpur;

- Hand over started of Phase II of Ashiana Utsav in Lavasa


LISTING AGREEMENT

The Securities Exchange Board of India (SEBI), on 2nd September, 2015,
issued SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the aim to consolidate and streamline the
provisions of the Listing Agreement for different segments of capital
markets to ensure better enforce ability. The said regulations were
effective from 1st December, 2015. Accordingly, all listed entities
were required to enter into the Listing Agreement within six months
from the effective date. The company entered into Listing Agreement
with BSE Ltd. and National Stock Exchange of India Limited during
January, 2016.

MANAGEMENT DISCUSSION ANALYSIS

Management Discussion Analysis which forms part of Directors'' Report as
per clause 34(2) (e) is given in the annual report.

GENERAL RESERVE

An Amount of Rs, 1,250,000,000 has been transferred to General Reserve
in respect of Financial Year under review.

DIVIDEND

The Board of Directors of your company has paid an interim dividend @
25 % i.e. Rs, 0.50 per equity share of Rs, 2/- for the Financial Year
2015-16. Approval/Ratification for which is being placed before the
members in the upcoming Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which have affect
the financial position of the company between the end of financial year
and the date of this report.

SHARE CAPITAL

Share Capital of the company consist of equity capital only. There are
no shares with differential rights as to dividend, voting or otherwise.
Further, there are no debentures with convertible rights.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return of your company, pursuant to Section
92(3) of the Companies Act, 2013, is given herewith as Annexure I

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met five times during the year, in respect
of which meetings proper notices were given and the proceedings were
properly recorded and signed in the minutes book maintained for the
purpose.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the
Directors of your company hereby states that:

1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;

2. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the Profit and
Loss of the company for that period;

3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a Going Concern
Basis;

5. The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively;

6. The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and such system were adequate and
operating effectively.

DISCLOSURES FROM INDEPENDENT DIRECTORS

Mr. Abhishek Dalmia, Mr. Hemant Kaul and Ms. Sonal Mattoo, all
independent directors of the company have given the requisite
declaration in the Board meeting stating that they meet the criteria of
independence as provided in Section 149(6) of Companies Act, 2013.

AUDIT COMMITTEE AND VIGIL MECHANISM

Details of the Audit committee, terms of reference of the audit
committee and vigil mechanism of the company is given in the Corporate
Governance section of the annual report which forms part of the
Director''s Report.

POLICY OF NOMINATION AND REMUNERATION COMMITTEE

Details of the Nomination & Remuneration Committee, terms of reference
of this Committee is given in the Corporate Governance section of the
annual report which forms part of the Directors'' Report.

REMUNERATION OF DIRECTORS

The disclosure pursuant to Section 197(12) of the Companies Act, 2013
relating to the remuneration of each director is given in Annexure II.

LOANS, GUARANTEE AND INVESTMENTS

The particulars of Loans, Guarantee and Investments made by company
under Section 186 of Companies Act, 2013 is given in Annexure III.

PARTICULARS OF RELATED PARTY TRANSACTION

The particulars of related party transactions entered into by the
company during the year pursuant to Section 188 of Companies Act, 2013,
are given in Annexure IV.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy and Technology
Absorption as per section 134(3) (m) read with Rule 8(3) of Chapter IX
of the Companies Act, 2013 are given in Annexure V. During the year
under review there has been no foreign exchange earnings but there has
been foreign exchange outgo of Rs, 104.87 Lakhs.

RISK MANAGEMENT

Details of the Risk Management Committee and its policy are given in
the Corporate Governance section of the annual report which forms part
of the Directors'' Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Details of the Corporate Social Responsibility Committee and its policy
are given in the Corporate Governance section and also in Management
Discussion and Analysis of the annual report which forms part of the
Directors'' Report. A report on Corporate Social Responsibility
initiative undertaken by the company during the year is given in
Annexure VI.

FORMAL ANNUAL EVALUATION OF THE BOARD

A statement indicating the performance of the Board and its committee
and its individual directors is given in Annexure VII.

DIRECTORS

There were no changes in the directors and key managerial personnel
during the year under review.

SUBSIDIARY COMPANIES

During the under review no new company became subsidiary of your
company nor any of the existing subsidiary companies ceased to be its
subsidiary company.

A statement pursuant to Rule 5 & 8 of Chapter IX company (Accounts),
2013 containing salient features of the financial statements of the
subsidiaries / associate companies/joint ventures of the company is
given in Annexure VIII

FIXED DEPOSITS

During the year under review your company had neither invited nor
accepted any deposits from the public in terms of the provisions of the
Companies Act, 2013 read with Rules.

ORDERS OF COURT/TRIBUNAL/REGULATOR

During the year under review there was not any order passed by the
regulators or courts or tribunals which was material enough to impact
the going concern status and operations of your company.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.

RESERVATION AND QUALIFICATION IN AUDITOR''S REPORT

There are no adverse remarks or any reservation or qualifications by
the Statuary Auditors of the company in its report for the year under
review.

AUDITORS

- Statutory Auditor

The shareholders'' of the company had appointed


M/s. B. Chhawchharia & Co., Chartered Accountants, as statutory
Auditors'' of the company for a period of three years from the
conclusion of their Annual General Meeting held on 29 August, 2014. The
said appointment was made subject to ratification at every annua
general meeting. A resolution ratifying the appointment of auditors of
the company, M/s. B. Chhawchharia & Co., as statutory auditors is
being placed before the shareholders of the company. The Notes on
financial statement referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments. The
Auditors'' Report does not contain any qualification, reservation or
adverse remark.

- Secretarial Audit Report

The Board has appointed M/s. A.K. Verma & Co., Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2015-16.
The Secretarial Audit Report for the financial year ended 31 March,
2016 is given in Annexure IX. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

- Cost Auditor

During the financial year Mr. Ram Awtar Sunar, who was appointed as
cost auditor of the company by the Board, resigned due to his personal
reason. Based on the recommendation of audit committee, Mr. Santosh
Pant, Cost Accountant having Membership No. 32283, has been appointed
by the Board as the Cost Auditors of the company for the Financial Year
2015-16 to fill the casua vacancy so created, subject to ratification
of his remuneration by the Members. The company has received a letter
from him to the effect that his appointment would be within the limits
prescribed under section 141(3)(g) of the Companies Act, 2013 and that
he is not disqualified for such appointment in terms of the provisions
of the Companies Act, 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The company transferred on 13 November, 2015, X 1,365,186/- to the
Investor Education and Protection Fund established by the centra

government in compliance with section 125 of the Companies Act, 2013.
This amount represented the unclaimed dividend in respect of the
financial year 2007-08, which was lying with the company for a period
of seven years from the date of transfer to unpaid-unclaimed dividend
account. Prior to transferring the aforesaid sum the company had sent
reminders to the shareholders, and also been reminding to the
shareholders about unpaid unclaimed dividend in every annual report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review none of the employees of the company was
in receipt of remuneration as specified in rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, read with the provisions of section 197(12) of the Companies Act,
2013, or was in receipt of the remuneration in excess of that drawn by
Managing Director or Whole Time Director, and is/was holding, along
with his/her spouse and dependent children not less than two percent of
the equity shares of the company.

ACKNOWLEDGMENTS

The Board of Directors takes this opportunity to express its grateful
thanks and wish to place on record its appreciation to the Government
of India, the Govt. of Rajasthan, the Government of Maharashtra, the
Govt. of Jharkhand, the Govt. of Gujarat, the Govt. of Haryana, the
Govt. of West Bengal and Govt. of Tamil Nadu and their agencies for
providing us excellent business opportunities, to our bankers for their
continued support and guidance from time to time and to the employees
of the company at all levels for the continued co- operation and
unstinted support extended to the company. The Directors also express
their sincere thanks to all the shareholders, suppliers/vendors,
investors and customers for their continued support and trust they have
reposed in the Management.

For and on behalf of the Board


Vishal Gupta Ankur Gupta

(Managing Director) (Jt. Managing Director)


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report together with the audited financial statement of the Company for the year ended on 31st March, 2015.

Financial Summary

in Lakhs

Sl. Particulars Current Year Previous Year No. 2014-15 2013-14

1. Sales and other income 14,046.29 8,863.48

2. Profit before Depreciation 5,522.74 2,536.15

3. Depreciation 784.87 302.99

4. Profit after Depreciation 4,737.87 2,233.15 but before Taxation

5. Provision for Taxation 170.89 (20.94)

6. Profit after Depreciation 4,566.97 2,144.92 and Taxation 7. Surplus brought forward 2,257.45 2,135.14 from previous year

8. Profit available for 6,824.43 4,280.06 Appropriation

9. Proposed Dividend 511.76 465.25

10. Tax on Proposed Dividend 66.52 57.35

11. Transfer to Genera Reserve 3,500.00 1,500.00

12. Depreciation adjustment 178.48 - as per Companies Act, 2013 (Net of defered tax Rs. 9,446,000 thereon)

13. Balance Surplus carried to 2,567.67 2,257.45 Balance Sheet

Operations

A brief summary of the on-going projects is as follows.

Project Name Type Saleable Area Booked as & Location Area(lakhs on 31-03-2015 sq.ft.) (lakhs sq. ft.)

Ashiana Town Comfort Homes 15.63 9.38 Beta (Phase-1 to Phase-3) (bhiwadi)

Ashiana Surbhi Comfort Homes 2.80 1.93 (Phase-1) (BHIWADI)

Ashiana Aangan Comfort Homes 4.20 4.17 (Phase-1) (Neemrana)

Vrinda Gardens* Comfort Homes 7.69 3.21 (Phase-1 & Phase-2) (JAIPUR)

Rangoli Gardens* Comfort Homes 4.26 4.19 (Phase 5 (partial) and Phase 7) (JAIPUR)

Gulmohar Gardens* Comfort Homes 7.33 4.91 (Phase-1 to Phase 3) (JAIPUR)

Rangoli Plaza* Commercial 0.70 0.36 (JAIPUR)

Ashiana Umang Comfort Homes 4.01 3.41 (Phase-1) (JAIPUR)

Ashiana Dwarka Comfort Homes 1.84 0.92 (Phase-1) (JODHPUR)

Ashiana Utsav Senior Living 4.09 1.23 (Phase-2 to Phase-4) (lavasa)**

Ashiana Navrang Comfort Homes 4.45 2.19 (Phase-1 & Phase-2) (halol)

Project Name Type Saleable Area Booked as & Location Area on 31-03-2015 (lakhs sq. ft.) (lakhs sq. ft.)

Ashiana Comfort Homes 3.52 3.25 Anantara (Leo, Orient & Gemini) (JAMSHEDPUR)

Ashiana Commercial 0.82 0.13 Marine Plaza (Jamshedpur)

*In partnership

**Includes 0.27 Lakhs square feet for Assisted Living Centre

During the financial year under review there is no change in the nature of business of your Company.

Key highlights of the Business and Operations Some of the key highlights pertaining to the business of your Company, including its subsidiaries and joint ventures, for the year 2014-15 and period subsequent thereto are given hereunder.

Launches, Approvals and Acquisitions.

a) Ashiana Umang, Jaipur (Rajasthan). Launched Ashiana Umang comfort homes project in Jaipur (Rajasthan) comprising 2/3 BHK flats. The total saleable area of the entire project is approximately 12.42 lakhs sq. ft.

b) Ashiana Surbhi, Bhiwadi (Rajasthan). Launched Ashiana Surbhi comfort homes project in Bhiwadi (Rajasthan) comprising 2/3 BHK flats with total saleable area of approximately 4.63 lakhs sq. ft.

c) Ashiana Ni rmay, Bhiwadi (Rajasthan). Launched Ashiana Nirmay senior living project in Bhiwadi (Rajasthan), which is a part of the project Ashiana Town comprising of 2/3 BHK flats with total salea ble area of approximately 7.86 lakhs sq. ft.

d) Ashiana Anmol, Sohna (Haryana). Launched Ashiana Anmol comfort homes project in Sohna (Gurgaon, Haryana) com prising 2/3 BHK flats with total saleable area of approximately 11.50 lakhs sq. ft.

e) Ashiana Aangan Plaza, Neemrana (Rajasthan). Launched Ashiana Aangan Plaza, commercial project in Neemrana. This section has commercial block with total saleable area of approximately 0.042 lakhs sq. ft.

f) Gulmohar Plaza, Jaipur (Rajasthan). Launched commercial cum residential block in Gulmohar Gardens project in Jaipur. This block has a total saleable area of approximately 0.345 lakhs sq. ft.

g) Chennai Land. Entered into Development Agreement, on revenue sharing basis, with Escapade Real Estate (P) L td. (A group Company of Arihant Foundations & Housing Ltd.) a Chennai based real estate Company, for development of a senior living project as well as regular group housing project, with total saleable area of approximately 9.70 lakhs sq. ft. This land is situated at Sengundaram Village, Maraimalai Nagar, off GST Road, Chennai (Tamil Nadu)

h) Bhiwadi Land. Acquired 1.51 Hectares of residential land. This land parcel is situated in the middle of the land of Comfort Homes project Ashiana Town project which has already been launched last year. This land has approval under section 90A of the Rajasthan Land Revenue Act. This will increase the saleable area of Ashiana Town project by approximately 4 lakhs sq. ft.

Other Developments.

a) CARE has upgraded the rating of your Company from CARE BBB (Is) i.e. Triple B Plus (Issuer Rating) to CARE A- (Is) i.e. A Minus (Issuer Rating);

b) ICRA has upgraded the rating of your Company from [ICRA] BBB i.e. ICRA Triple B to [ICRA] A-i.e. ICRA A Minus;

c) Handed over Phase IV, VI and Partial V of Rangoli Gardens project in Jaipur (Rajasthan);

d) Handed over 24 units in Treehouse Residences project in Bhiwadi (Rajasthan);

e) Handed over 'Taurus', one of the 4 phases of Ashiana Anantara, in Jamshedpur ahead of schedule;

f) The Com pany filed a writ petition against Jamshedpur Notified Area Committees (JNAC) order stopping construction work in Company's commercial project Marine Plaza in Sonari, Jamshedpur, which has been allowed by the Hon'ble High Court of Jharkhand, by their Order dated 1 7.1 2.201 4. Consequently, the Company has been allowed to carry out construction and marketing of the project, and the State Government has been directed by the Court to complete their enquiry, if any, in the matter on or before 31.03.2015 which was subsequently extended by three months by the Court by their Order dated 08.04.2015. A sum of 1951.93 lakhs has been incurred by the Company on this project till the close of this year.

Recognitions.

During the year under review your Company was accorded the following awards:

a) 'Best Investor Communication' practice in the Emerging Corporate category

b) ReaIty Excellence Award- 2014' for contribution in field of management of senior living project

c) ReaIty Giant of North India - Award 2014' awarded by Realty Giant North India

d) Most Talented Marketing Professional (Real Estate) to our Marketing Team by by Lokmat

e) 'Bhamashah Award' for contribution made in the field of education by the Govt. of Rajasthan, 2014

f) 'One of the Most Promising Companies of the Next Decade by CNBC A

g) Rangoli Gardens, Jaipur awarded as 'Best Budget Apartment Project of the Year' in Tier 2 cities by NDTV.

General Reserve

An amount of Rs. 35,00,00,000 has been transferredto General Reserve in respect of Financial Year under review.

Dividend

The Board of Directors of your Company has recommended a dividend @ 25 % i.e. Rs. 0.50 per equity share of Rs. 2/- for the Financial Year 2014-15.

The dividend will be paid to members whose names appear in the register of members as on the record date and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on that date.

Material Changes and Commitments

Except as disclosed elsewhere in the Annual Report, there has been no material change and commitment, which affects the financial position of the Company between the end of financial year and the date of this report.

Share Capital

During the year under review your Company has issued and allotted 93,02,324 equity shares of face value of Rs. 2/- each at a premium of Rs. 213/- by way of private placement to the Qualified Institutional Buyers (QIB). Consequently, the equity share capital of the Company has increase from 9,30,49,775 equity shares to 1 0,23,52,099 equity shares. List of all such allottees is given herein below:

Rs. in Lakhs

Names of No. of Issue Value the Allotees Equity Price (in Rs) Shares (in Rs) Allotted

IDRIA Limited 4,651,162 215.00 999,999,830

Goldman Sachs 37,000 215.00 7,955,000 India Equity Fund

Goldman Sachs 208,977 215.00 44,930,055 Ass Mgt,LP a/c Goldman Sachs SICAV Goldman Sachs Asia Portfolio

Goldman Sachs 2,919,559 215.00 627,705,185 India Limited

Goldman Sachs 207,717 215.00 44,659,155 Trust - Goldman Sachs Asia Equity Fund

Goldman Sachs 932,459 215.00 200,478,685 Trust-Goldman Sachs Emerging Markets Equity Fund

Goldman Sachs 345,450 215.00 74,271,750 Funds- Goldman Sachs Global Emerging Markets Equity Portfolio

Total 9,302,324 1,999,999,660

Further, there are no shares with differential rights a s to dividend, voting or otherwise.

Extract of Annual Return

An extract of the Annual Return of your Company, pursuant to Section 92(3) of the Companies Act, 2013, is given herewith a s Annexure I;

Number of Meetings of the Board of Director s The Board of Directors duly met four times during the year, in respect of which proper notices were given and the proceedings were properly recorded, and signed, in the minutes book maintained for the purpose.

Director s Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors of your Company hereby states that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. The Director s had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosures from Independent Directors

Mr. Abhishek Dalmia, Mr. Hemat Kaul and Ms. Sonal Mattoo, all independent directors of the Company have given the requisite declaration in the Board meeting dated 26 May, 201 5 stating that they meet the criteria of independence as provided in Section 149(6) of Companies Act,

Audit Committee and Vigil Mechanism

Details of the Audit Committee, terms of reference of the audit committee and vigil mechanism of the Company is given in the Corporate Governance section of the annual report which forms part of the Director s Report.

Policy of Nomination and Remuneration Committee Details of the Nomination & Remuneration Committee, terms of reference of this Committee is given in the Corporate Governance section of the annual report which forms part of the Director s Report.

Remuneration of Directors

The disclosure pursuant to Section 197(12) of the Companies Act, 201 3 relating to the remuneration of each director is given in Annexure II.

Loans, Guarantee and Investments

The particulars of Loans, Guarantee and Investments made by Company under Section 186 of Companies Act, 201 3 is given in Annexure III.

Particulars of Related Party Transaction

The particulars of related party transactions entered into by the Company during the year pursuant to Section 188 of Companies Act, 2013 , are given in Annexure IV.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars with respect to Conservation of Energy and Technology Absorption as per section 134(3)(m) read with Rule 8(3) of Chapter IX of the Companies Act, 201 3 are given in Annexure V.

During the year under review there has been no foreign exchange earnings but there has been foreign exchange outgo of Rs. 1,50,53,067/- (One crore fifty lakhs fifty three thousand and sixty seven only).

Risk Management

Details of the Risk Management Committee and its policy are given in the Corporate Governance section of the annual report which forms part of the Director s Report.

Corporate Social Responsibility Initiatives

Details of the Corporate Social Responsibility Committee and its policy are given in the Corporate Governance section of the annual report which forms part of the Director s Report.

A report on Corporate Social Responsibility initiative undertaken by the Company during the year is given in Annexure VI.

Formal Annual Evaluation of the Board

A statement indicating the performance of the Board and its committee and its individual directors is given in Annexure VII.

Directors

Details of the Directors and Key Managerial Personnel who were appointed or resigned during the year under review are as follows:

a) Appointment of Director

Mr. Narayan Anand was appointed as additional director by the Board of Directors on 13th February, 2015.

b) Resignation of Directors

Mr. Ashok Kumar Mattoo and Mr. Lalit Kumar Chhawchharia, both independent director s resigned from the Board of Directors of the Company. Mr. Ashok Kumar Mattoo resigned on 30 th May, 2014 and Mr. Lalit Kumar Chhawchharia, resigned on 11th November, 2014.

c) Appointment and Resignation of KMP

Mr. Bhagwan Kumar abdicated the position of Company Secretary of the Company on 30 May, 2014. In his place Mr. Nitin Sharma was appointed as Company Secretary on 30 May, 2014.

Mr. Vikash Dugar was appointed as Chief Financial Officer on 11th November, 2014 w.e.f.09th September, 2014.

Subsidiary Companies

During the under review no new Company became subsidiary of your Company nor any of the existing subsidiary companies ceased to be its subsidiary Company.

A statement pursuant to Rule 5 & 8 of Chapter IX of Company (Accounts ), 2013 containing salientfeatures of the financial statements of the subsidiaries/associate companies /joint ventures of the Company is given in Annexure VIII.

Fixed Deposits

During the year under review your Company had neither invited nor accepted any deposits from the public in terms of the provisions of the Companies Act, 2013 read with Rules.

Orders of Court/Tribunal/Regulator

During the year under review there was not any order passed by the regulators or courts or tribunals which was material enough to impact the going concern status and operations of your Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Secretarial Audit Report

The Board has appointed M/s. A. K. Verma & Co., Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is given in Annexure IX.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Reservation and Qualification in Auditor's Report There are no adverse remarks or any reservation or qualifications by the Statuary Auditors of the Company in their report for the year under review.

Auditors

The shareholders of the company had appointed M/s. B. Chhawchharia & Co. as Statutory Auditors of the Company for a period of three years from the conclusion of their annual general meeting held on 29th August, 2014. The said appointment was made subject to ratification at every annual general meeting. A resolution ratifying the appointment of M/s. B. Chhawchharia & Co. as statutory auditors is being placed before the shareholders of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Cost Auditor

Based on the recommendation of audit committee, Mr. Ramawatar Sunar, Cost Accountant having Membership No. 10567, has been appointed by the Board as the Cost Auditors of the Company for the Financial Year 2014-15 subject to ratification of remuneration by the Members. The Company has received a letter from them to the effect that their appointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for such appointment in terms of the provisions of the Companies Act, 2013.

Transfer to Investor Education and Protection Fund The Company transferred on 22nd November, 2014, Rs. 8,29,773/- to the Investor Education and Protection Fund established by the Central Government in compliance with section 125 of the Companies Act, 201 3. This amount represented the unclaimed dividend in respect of the financial year 2006-07, which was lying with the Company for a period of seven years from the date of transfer to unpaid-unclaimed dividend account. Prior to transferring the aforesaid sum the Company had been reminding to the shareholders about unpaid unclaimed dividend in every annual report.

The Company is in the process of complying with the requirements of section 124 (6) of the Companies Act, 2013 related to the transfer of all shares in the name of Investor Education and Protection Fund in respect of which unpaid or unclaimed dividend has been transferred to IEPF.

Particulars of Employees and Related Disclosures During the year under review none of the employees of the Company was in receipt of the remuneration as specified in rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with the provisions of section 197(12) of the Companies Act, 2013, or was in receipt of the remuneration in excess of that drawn by Managing Director, Joint Managing Director or Whole Time Director, and is/was holding, alongwith his/her spouse and dependent children not less than two percent of the equity shares of the Company.

Acknowledgment

The Board of Directors takes this opportunity to express its grateful thanks and wish to place on record its appreciation to the Government of India, the Government of Rajasthan, the Government of Haryana, the Government of Maharashtra, the Govt. of Jharkhand, the Govt. of Gujarat, the Govt. of West Bengal and their agencies for providing us excellent business opportunities, to our bankers for their continued support and guidance from time to time and to the employees of the Company at all levels for the continued co-operation and unstinted support extended to the Company. The Directors also express their sincere thanks to all the shareholders for the continued support and trust they have reposed in the Management.

For and on behalf of the Board

Vishal Gupta Ankur Gupta (Managing Director) (Jt. Managing Director)




Mar 31, 2013

To the member(s),

The Directors have pleasure in presenting the 27th Annual Report together with the audited statement of accounts for the year ending March 31,2013.

1. FINANCIAL RESULTS

The financial results of the company for the year ended March 31,2013 are asfollows:-

Rs.in lakhs

SI. CURRENT PREVIOUS No. Partlculars YEAR YEAR

1. Sales and other income 13,112.90 22,316.04

2. Profit before Depreciation 4,006.03 8,542.00

3. Depreciation 256.11 237.76

4. Profit after Depreciation 3,749.92 8,304.24 but before Taxation

5. Provision for Taxation 540.26 1,439.21

6. Profit after Depreciation and Taxation 3,209.66 6,865.03

Surplus brought forward from previous year

8. Profit available for Appropriation 4,947.46 7,218.91

9. Proposed Dividend 418.72 418.72

10. Tax on Proposed Dividend 43.59 54.14

11. Transfer to General Reserve 2,350.00 5,008.25

12. Balance Surplus carried to 2,135.14 1,737.79 Balance Sheet

For the year under review company'' s turnover and profits are lower as compared to previous year. This is because there is change in the accounting methodology of sales recognition from POC (Percentage of Completion] to Contract Completion Method adopted by the company in the previous financial year. Therefore, the results for the current financial year are not comparable with the reported figures for the previous financial year for both standalone and consolidated.

Partnership

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS Some of the key highlights pertaining to the business of your company, including its subsidiaries and partnerships, for the year 2012-13 and period subsequent thereto are given hereunder:

Acquisitions, launches and approvals:

a) Treehouse Residences, Bhiwadi (Rajasthan):

Acquired land parcel of 1.03 acres of land in Bhiwadi, Rajasthan, and launched comfort homes project consisting 4 & 5 BHK apartments with retail units having around 1.28 lakhs sq.ft. saleable area.

b) Ashiana Aangan, Neemrana (Rajasthan): Acquired two land parcels of 5.B7 acres and 4 acres in Neemrana, Rajasthan, and launched comfort homes project consisting 2 & 3 BHK apartments on 5.B7 acres of land having around 4.20 lakhs sq. ft. saleable area. The company has applied for conversion for 4 acres of land from agricultural to non agricultural.

c) Ashiana Anantara, Jamshedpur (Jharkhand):

Acquired development rights for 4.026 acres of land in Mango, Jamshedpur, and launched comfort homes project consisting 2 & 3 BHK apartments having around 4.B9 lakhs sq.ft. saleable area.

d) Gulmohar Gardens, Jaipur (Rajasthan): Entered into partnership for development and construction of comfort homes project, consisting villas and 2 & 3 BHK apartments on 31 acres of land in Jaipur, Rajasthan having around 15 lakhs sq. ft. saleable area. This project has received conversion approval from agricultural to non agricultural under section 90A of the Rajasthan Land Revenue Act.

e) Ashiana Town, Bhiwadi (Rajasthan): Conversion approval from agricultural to non agricultural under section 90A of the Rajasthan Land Revenue Act has been received in respect of 51.45 acres of land situated at Bhiwadi, Rajasthan. This land was acquired by two wholly owned subsidiary companies of Ashiana Housing Ltd. and has total saleable area of approximately 39 lakhs sq.ft.

f) Ashiana Dwarka, Jodhpur (Rajasthan): Entered into area share agreement for development and construction of comfort homes project, on 8.5B acres of land in Jodhpur, Rajasthan having around

5.25 lakhs sq. ft. saleable area. This project has received conversion approval from agricultural to non agricultural under section 90A of the Rajasthan Land Revenue Act.

g) Ashiana Navrang, Halol (Gujarat): Conversion approval from agricultural to non agricultural have been received in respect of 10.B5 acres of land situated at Halol, Gujarat. This land is to be utilized for development of comfort homes project and has total saleable area of approximately B.40 lakhs sq.ft.

h) Vista Gardens, Jaipur (Rajasthan): Entered into partnership for development and construction of comfort homes project, on 20 acres of land in Jaipur, Rajasthan having around 15 lakhs sq.ft. saleable area. This project has received conversion approval from agricultural to non agricultural under section 90A of the Rajasthan Land Revenue Act.

Other developments:

a) The company unveiled its new identity to create a much stronger and differentiated brand.

b) Handed over phase I of Rangoli Gardens project in Jaipur (Rajasthan], 4 months ahead of schedule.

c) Launched Phase V of Rangoli Gardens project in Jaipur(Rajasthan).

d) Completed Ashiana Brahmananda project in Jamshedpur (Jharkhand] in terms of construction and sales.

e) Construction work of Marine Plaza Jamshedpur (Jharkhand] resumed.

f) Started handing over of units in phase I of Utsav project in Lavasa [Maharashtra],

g) Launched phase II of Utsav Care Homes [Bhiwadi],

Recognitions:

During the year under reviewyour company was accorded

the following awards:

a] "Best Affordable Housing award in NCR and India” for its project Ashiana Aangan in Bhiwadi [Rajasthan] by CNBCAwaaz Real Estates Awards 2012.

b] "Best Theme Based Township [Non Metro]" for its project Ashiana Utsav, in Bhiwadi [Rajasthan] by CREDAI India Real Estates Awards 2012.

c] BMA - Siegwerk award for Corporate Social Responsibility 2012

2. Section 80(IB) Projects

Your Directors have pleasure in reporting that following projects are eligible for claiming deduction underSection 80 [IB] ofthe IncomeTaxAct, 19B1:

SI. Project Name

1. Ashiana Aangan, Bhiwadi

2. Ashiana Utsav, Jaipur

3. Ashiana Amarbagh,Jodhpur

3. DIVIDEND

The Board of Directors of the company has recommended a dividend 0 22.5% i.e. Rs. 2.25/- [Rupee two and twenty five paisa] per equity share of the company for the Financial Year 2012-13.

4. DIRECTORS

There are seven Directors on the Board of the company and there is no change in the directorship during the year under review. Abhishek Dalmia, Lalit Kumar Chhawchharia and Sonal Mattoo, Directors are retiring by rotation at the ensuing Annual General Meeting of the company and are eligible for re- appointment.

5. AUDITORS

M/s. B. Chhawchharia & Co., Chartered Accountants, Auditors of the company, retires atthe conclusion of ensuing Annual General Meeting and being eligible, offer them for re-appointment. The company has received a certificate to the effect that their re- appointment, if made, will be within the prescribed limit under Section 224 [1B] of the Companies Act, 195B. The Directors and the Audit Committee recommends their re-appointment.

6. FIXED DEPOSITS

The company had neither invited nor accepted any deposits from the public within the meaning of the companies [Acceptance of Deposits] Rules 1975.

7. SUBSIDIARY COMPANIES

There are three wholly owned subsidiary companies namely Ashiana Maintenance Services Ltd; Latest Developers Advisory Ltd. and Topwell Projects Consultants Ltd. However, in terms of general circular No. 2/2011 dated February 08, 2011 read with clarification in respect of above circular vide general circular No. 22/2011 dated May 02, 2011, the Board of Directors of the company has consented for not attaching the annual accounts of the subsidiary companies and instead has incorporated financial information of subsidiaries in the Notes to the Consolidated Accounts prepared in compliance with the applicable accounting standards and Listing Agreement which have been duly audited by Statutory Auditors B. Chhawchharia &Co.

The company further undertakes that annual accounts ofthe subsidiary companies and the related detailed information shall be made available to the shareholders of Ashiana Housing Ltd. seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any shareholder at the head office of the company.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Annual Report also contains a separate section on the ''Management Discussion and Analysis'' which is a part of the Directors'' Report.

9. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance together with Auditors Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

A certificate from M/s. B. Chhawchharia & Co., Chartered Accountants confirming compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement executed with Bombay Stock Exchange and National Stock Exchange is also annexed to the Report on Corporate Governance.

1 ?. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving information on Conservation of Energy and Technology Absorption as required under section 217 [1](e] of the Companies Act, 195B read with the Companies (Disclosure of Particulars in the Report of the Board of Directors] Rules, 1988 is annexed hereto and forms part of this report.

There have been no foreign exchange earnings whereas expenditure of Rs. 63,21,687/- (Rupees Sixty Three Lakhs Twenty One Thousand Six Hundred and Eighty Seven only] had been incurred in foreign currency during the year under review.

11. PARTICULARS OF EMPLOYEES

None of the employees of your company is drawing remuneration exceeding limits laid dawn under the provisions of section 217(2A] of the Companies Act, 1956 read with the companies (Particulars of Employees] Amendment Rules, 2011.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 [2AA] of the companies Act, 1956, the Directors confirm that:

[I] In the preparation of annual accounts, applicable accounting standards have been followed by the company;

[II] Such accounting policies have been selected and consistently applied and judgments & estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the profit of the company for the yea rended on that date;

[III] Proper and sufficient care has been taken for the 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] Annual accounts have been prepared on a going concern basis.

13. CODE OF CONDUCT AND ETHICS

The Board of Directors of the company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the company. The object of the code is to conduct the company'' s business ethically and with responsibility, integrity, fairness, transparency and honesty. The code sets out a broad policy for one'' s conduct in dealing with the company, fellow Directors and with the environment in which the company operates. The code is available on the company'' s website [www.ashianahousing.com].

14. ACKNOWLEDGMENTS

The Board of Directors takes this opportunity to express its grateful thanks and wish to place on record its appreciation to the Government of India, The Govt, of Rajasthan, the Government of Maharashtra, the Govt, of Jharkhand and the Govt, of Gujarat and their agencies for providing us excellent business opportunities, to our bankers for their continued support and guidance from time to time and to the employees of the company at all levels for the continued co-operation and unstinted support extended to the company. The Directors also express their sincere thanks to all the shareholders for the continued support and trust they have reposed in the Management.

On behalf of the Board of Directors

Vishal Gupta Ankur Gupta

Managing Jt. Managing

Director Director

Place: New Delhi

Dated: May 30,2013


Mar 31, 2012

The directors have pleasure in presenting the 26th Annual Report together with the audited statement of accounts for the year ending March 31,2012.

1. FINANCIAL RESULTS

The financial results of the company for the year ended March 31,2012 are as follows:-

(Rs in lakhs)

SI. No. Particulars Current Year Previous Year

1. Sales and other Income 22,316.04 14,818.27

2. Profit before Depreciation 8,542.00 5,757.64

3. Depreciation 237.76 200.54

4. Profit after Depreciation but before Taxation 8,304.24 5,557.09

5. Provision for Taxation 1,439.21 1,308.04

6. Profit after Depreciation and Taxation 6,865.03 4,894.61

7. Surplus brought forward from previous year 353.88 232.91

8. Profit available for Appropriation 7,218.91 5,127.52

9. Proposed Dividend 418.72 325.67

10. Tax on Proposed Dividend 54.14 47.96

11. Transfer to General Reserve 5,008.25 4,400.00

12. Balance Surplus carried to Balance Sheet 1,737.79 353.88

For the year under review your company has registered impressive results. Financial year 2011-12 showed remarkable results as compare to the previous financial year 2010-11.

Your company achieved new heights in revenues as well as profits during the year. Total income increased toRs 22,316.04 lakhs compared to Rs 14,818.27 lakhs recorded last year representing an increase of 50.60% and net profit increased to Rs 6,865.03 lakhs as compare toRs4,894.61 lakhs recording an increase of 40.25%.

On consolidated basis, the total income of your company and its subsidiaries rose by 61.37% to Rs 24,897.68 lakhs, as against Rs 15,428.51 lakhs during the previous year. Further, the consolidated net profit increased by 58.59% to Rs 6,955.44 lakhs as compared to Rs4,385.77 lakhs in the previous year ended March 31,2011.

Operations

A brief summary of on-going projects

Saleahlp Area Area Booked Project Name & Location Type (Isq.ft.) as on (I sq.ft.) 31-03-2012

Ashiana Aangan (Bhiwadi) Group Housing 20.57 20.15

Utsav* (Jaipur) Retirement Housing 3.80 1.87

Ashiana Brahmananda (Jamshedpur) Group Housing 4.80 3.90

Ashiana Amarbagh* (Jodhpur) Group Housing 5.97 4.59

Utsav (Lavasa) Retirement Housing 6.87 2.21

Rangoli Gardens* (Jaipur) Group Housing 26.07 11.00

Marine Plaza (Jamshedpur) Retail 0.83 0.25

* In partnership

Your company achieved new heights in Construction as well as in Sales Department. The Equivalent Area Constructed (EAC) was 14.62 lakhs sq. ft. during the financial year 2011-12 which is 36% higher than 10.74 lakhs sq. ft. achieved during the financial year 2010-11, where in sales the area booked was 17.83 lakhs sq. ft. which is 32% higher than 13.50 lakhs sq.ft. during the financial year 2010-11.

2. SECTION 80(IB) PROJECTS

Your directors have pleasure in reporting that following projects are eligible for claiming deduction under Section 80 (IB) of the Income Tax Act, 1961:

SI. Project Name

1. Ashiana Aangan, Bhiwadi

2. Ashiana Utsav, Jaipur

3. Ashiana Greenwood, Jaipur

4. Ashiana Amarbagh, Jodhpur

3. DIVIDEND

The Board of Directors of the company has recommended a dividend @ 22.5 % i.e. Rs 2.25/- (Rupee Two and Twenty Five Paisa) per equity share of the company for the Financial Year 2011-2012.

4. DIRECTORS

There are seven directors on the Board of the company and there is no change in the directorship during the year under review. Vishal Gupta, Ankur Gupta and Ashok Kumar Mattoo, Directors are retiring by rotation at the ensuing Annual General Meeting of the company and are eligible for re-appointment. Further the term of appointment of both, Vishal Gupta as Managing Director, and Ankur Gupta as Joint Managing Director, is going to expire on March 31, 2013. The Board of Directors of the company has recommended the re-appointment of both, Vishal Gupta as Managing Director and Ankur Gupta as Joint Managing Director for a further term of three years with effect from April 01,2013 subject to approval of shareholders of the company.

5. AUDITORS

M/s. B. Chhawchharia & Co., Chartered Accountants, Auditors of the company, retires at the conclusion of ensuing Annual General Meeting and being eligible, offer them for re- appointment. The company has received a Certificate to the effect that their re- appointment, if made, will be within the prescribed limit under Section 224 (IB) of the Companies Act, 1956. The Directors and the Audit Committee recommends their re- appointment.

6. FIXED DEPOSITS

The company had neither invited nor accepted any deposits from the public within the (nearing of (be Companies [Ac acceptance of Deposits] Rule* 1975.

7. SUBSIDIARY COMPANY

There are three wholly owned subsidiary companies namely M/s Vatika Marketing Ltd. M/s. Latest Developers Advisory Ltd and M/s. Top well Project Consultants Lid. However, in terms of general circular No. 2/2011 dated February 08, 2011 read with clarification in respect of above circular vide general circular No.22/2012 dated May 02, 2011, the Board of Directors of the company has consented for not attaching the annual accounts of the subsidiary companies and instead has incorporated financial information of subsidiaries in the Notes to the Consolidated Accounts prepared in compliance with the applicable accounting standards and Listing Agreement which have been duly audited by Statutory Auditors B. Chhawchharia & Co. Chartered Accountants.

The company further undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of Ashiana Housing Ltd. seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any shareholder at the registered office and the head office of the company.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Annual Report also contains a separate section on the 'Management Discussion and Analysis' which is a part of the Directors' Report.

9. CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance together with Auditors Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

A certificate from M/s. B. Chhawchharia & Co. Chartered Accountants confirming compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement executed with Bombay Stock Exchange is also annexed to the Report on Corporate Governance.

10. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Directors are of the opinion that particulars with respect to Conservation of Energy and Technology Absorption as per Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not relevant in view of the nature of business activities of the company and hence, are not required to be given.

There have been no foreign exchange earnings whereas expenditure ofRs 39,55,857/- (Rupees Thirty Nine Lakhs Fifty Five Thousand Eight Hundred Fifty Seven only) has been incurred in foreign currency during the year under review.

11. PARTICULARS OF EMPLOYEES

None of the employees of your company is drawing remuneration exceeding limits laid down under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(I) In the preparation of annual accounts, applicable accounting standards have been followed by the company;

(II) Such accounting policies have been selected and consistently applied and judgments & estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and of the profit of the company for the year ended on that date;

(III) Proper and sufficient care has been taken for the 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) Annual accounts have been prepared on a going concern basis.

13. CODE OF CONDUCT AND ETHICS

The Board of the company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the company, fellow directors and with the environment in which the company operates. The code is available on the company's website (www.ashianahousing.com).

14. ACKNOWLEDGMENTS

The Board of Directors takes this opportunity to express its grateful thanks and wish to place on record its appreciation to the Government of India, The Govt, of Rajasthan, the Government of Maharashtra and the Govt, of Jharkhand and their agencies for providing us excellent business opportunities, to our bankers for their continued support and guidance from time to time and to the employees of the company at all levels for the continued co-operation and unstinted support extended to the company.

The Directors also express their sincere thanks to all the shareholders for the continued support and trust they have reposed in the Management.

On behalf of the Board of Directors

Vishal Gupta Ankur Gupta

Managing Director Jt. Managing Director

Place: New Delhi

Dated : May 30, 2012


Mar 31, 2010

The directors have pleasure in presenting the 24th Annual Report together with the audited statement of accounts for the year ending March 31, 2010.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2010 are as follows:-



Sl. Particulars Current Year Previous Year No. (Rs.) In lakhs (Rs.) In lakhs

1. Sales and other Income 11,101.32 9,341.67

2. Profit before Depreciation 4,405.90 3,015.36

3. Depreciation 101.67 100.72

4. Profit after Depreciation but 4,304.23 2,914.64 before Taxation

5. Provision for Taxation 763.73 316.86

6. Profit after Depreciation and 3,540.50 2,597.79 Taxation

7 Surplus brought forward from 199.79 102.00

previous year

8. Profit available for Appropriation 3,740.29 2,699.79

9. Proposed Dividend 281.04 0.00

10. Tax on Proposed Dividend 26.35 0.00

11. Transfer to General Reserve 3,200.001 2,500.00

112. Balance Surplus carried to Balance 232.91 199.79

Sheet



Financial Year 2009-10 witnessed a recovery in demand almost in every sector of the economy. Amongst all the sectors of the economy the real estate sector was the worst sufferer during the financial year 2008-09. However this sector is recovering quietly this financial year.

The turnover of the Company during the financial year 2009-10 was Rs. 11,101.32 lakhs as compare to Rs. 9,341.67 lakhs during the previous financial year representing a growth of 19% and net profit was at Rs. 3,540.50 lakhs compared to 2,597.79 lakhs recording a growth of 36.29%. On Consolidated basis, during the year 2009-10 the total income of your company and its subsidiaries was at Rs. 1 2,102.91 as against Rs. 10,401.04 lakhs during the previous year. Further, the consolidated net profit was at Rs. 3,676.96 as compared to Rs. 2,839.88 in the previous year ended March 31, 2009.

Operations

A brief summary of on-going projects

Project Nome Type Saleable Area Area Booked location (RS.) as on31/03/2010 (Rs.)

Ashiana Group 20.62 9.70

Aangan, Housing

Bhiwadi

Village Retail & 1.00 N.A.

Centre, Hotel

Bhiwadi

Utsav,* Retirement 3.88 0.77

Jaipur Resort

Ashiana Group 3.62 1.83

Greenwood,* Housing

Jaipur

Ashiana Group 4.79 0.82

Brahmananda, Housing

Jamshedpur

Ashiana Group 5.33 1.95

Amarbagh, * Housing

Jodhpur

Utsav, Retirement 6.87 1.12

Lavasa Resort

Rangoli Group 25.00 0.40

Gardens, * Housing

Jaipur

Total 71.11 16.59

* In partnership



A brief summary of future projects

Land Name and Land Area (Acres) Estimated Saleable Proposed Location Location Area Development (lakhs in Sq.ft.)

Milakpur Land,

Bhiwadi 40.63 31.0 Group Housing

& Retirement Resort

Tanawada Land,

Vill Tanawada,

Jodhpur 10.92 4.7 Group Housing

Marine Plaza,

Sonari, Jodhpur 1.95 1.7 Retail & Hotel

Ashiana Amar

Infrastructure,

Pali Road,

Jodhpur 4.02 1.0 Retail & Hotel

Total 57.52 38.4



2. SECTION 80 (IB) PROJECTS

Your Directors have pleasure in reporting that following projects are eligible for claiming deduction under Section 80 (IB) of the Income Tax Act, 1961:

SI. Project Name

1. Ashiana Aangan, (Bhiwadi)

2. Ashiana Manglam, (Jaipur)

3. Ashiana Utsav, (Jaipur)

4. Ashiana Greenwood, (Jaipur)

5. Ashiana Amarbagh, (Jodhpur)



3. DIVIDEND

The Board of Directors of the Company has recommended dividend @ of 15% i.e. Rs. 1.5 (Rupee One and Fifty Paisa) per equity share of the company for the Financial Year 2009-10.

4. FURTHER ISSUE OF SHARES

The Board of directors of the Company vide its resolution passed by circulation dated May 18, 2010 have decided not to proceed with the proposed right issue of the equity shares of the Company.

5. DIRECTORS

There are seven directors on the Board of the Company and there is no change in the directorship during the year under review. The term of Shri Om Prakash Gupta, Managing Director of the company, has expired on March 31, 2010. He further stepped down from the directorship of the Company. Later he was appointed as Chairman Emeritus by the Board of directors of the Company.

Shri Ashok Kumar Mattoo and Shri Abhishek Dalmia, Directors are retiring by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

6. AUDITORS

M/s. B. Chhawchharia & Co., Chartered Accountants,

Auditors of the Company, retires at the conclusion of ensuing Annual General Meeting and being eligible, offer them for re-appointment. The Company has received a Certificate to the effect that their re-appointment, if made, will be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956. The Directors and the Audit Committee recommends their re-appointment.

7. FIXED DEPOSITS

The Company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975.

8. SUBSIDIARY COMPANIES

As on date there are two subsidiaries of the Company namely Vatika Marketing Ltd. and Ashiana Retirement Villages Ltd.

The Audited statement of Accounts along with Directors Report & Auditors Report for the year ended March 31, 2010 of M/s. Vatika Marketing Ltd. and M/s. Ashiana Retirement Villages Limited as well as the extent of holdings therein are annexed to this Account pursuant to Section 212 of the Companies Act, 1956. Further, in accordance with Accounting Standard - 21, a consolidated Financial Statement of the Company and its subsidiaries forms part of this Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Annual Report also contains a separate section on the Management Discussion and Analysis which is a part of the Directors Report.

10. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance together with Auditors Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

A certificate from M/s. B. Chhawchharia & Co., Chartered Accountants confirming compliance of conditions of corporate governance as stipulated under clause 49 is also annexed to the Report on Corporate Governance.

IT. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Directors are of the opinion that particulars with respect to Conservation of Energy and Technology Absorption as per Section 21 7 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not relevant in view of the nature of business activities of the company and hence, are not required to be given. There have been no foreign exchange earnings whereas expenditure of Rs. 13,86,446/- (Rupees Thirteen Lakhs Eighty Six Thousand Four Hundred & Forty Six Only) has been incurred in foreign currency during the year under review.

12. PARTICULARS OF EMPLOYEES

None of the employees of your Company is drawing remuneration exceeding limits laid dawn under the provisions of section 217(2A) of the Companies Act, 1 956 read with the Companies (Particulars of Employees) Rules, 1975.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) In the preparation of annual accounts, applicable accounting standards have been followed by the Company;

(ii) Such accounting policies have been selected and consistently applied and judgments & estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken for the 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) Annual accounts have been prepared on a going concern basis.

15. CODE OF CONDUCT AND ETHICS

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Companys business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for ones conduct in dealing with the company, fellow directors and with the environment in which the company operates. The code is available on the Companys website WWW.ashianahousing.com.

16. ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to express its grateful thanks and wish to place on record its appreciation to the Government of India, The Govt, of Rajasthan, the Govt, of Maharastra and the Govt, of Jharkhand and their agencies for providing us excellent business opportunities, to our bankers for their continued support and guidance from time to time and to the employees of the Company at all levels for the continued co-operation and unstinted support extended to the Company.

The Directors also express their sincere thanks to all the shareholders for the continued support and trust they have reposed in the Management.

On behalf of the Board of Directors

Vishal Gupta Ankur Gupta Managing Director JT. Managing Director



Palce:New Delhi

Dated:May 29,2010

 
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