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Directors Report of Anant Raj Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 38^th (Thirty Eighth) Annual Report on the business and operations of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	For the financial year ended March 31, 2023	For the financial year ended March 31,2022	For the financial year ended March 31, 2023	For the financial year ended March 31, 2022
Sales and other income	71815.56	40177.42	100486.16	50124.21
Profit before depreciation	15544.03	8389.53	21321.56	8819.28
Depreciation	1440.85	1455.90	1650.86	1666.65
Profit before tax and after depreciation	14103.18	6933.63	19670.70	7152.63
Provision for taxation	3440.69	1344.96	5230.18	2305.79
Profit after tax	10662.49	5588.67	14440.52	4846.84
Share of profit of an associate (net of tax)	-	-	460.28	478.98
Minority interest	-	-	210.83	162.91
Net Profit available for appropriation	10662.49	5588.67	15111.63	5488.73
Appropriations:
Proposed dividend @Re. 0.50 per share (Re. 0.12 per share in 2022)	1620.48	354.12	1620.48	354.12
Dividend tax	-	-	-	-
Transfer to debenture redemption reserve	-	-	-	-
Earnings per share [equity share of '' 2]
-Basic earnings per share (in '')	3.30	1.90	4.73	1.92
-Diluted earnings per share (in '')	3.40	1.73	4.88	1.74
Dividend per share (in '')	0.50	0.12	0.50	0.12
Notes: - 1) The above figures are extracted from the Standalone and Consolidated Financial Statements prepared as per Indian Accounting Standards (Ind AS).

OPERATIONS REVIEW AND THE STATE OF COMPANYâS AFFAIRS A. Operational and Financial Overview

The Company, its subsidiaries and associates are primarily engaged in the business of Construction and Development of Residential, Commercial, Hospitality, Affordable Housing, IT Parks and Data Centres.

The prime focus of the Company has always been ensuring timely completion and deliveries of all its projects.

The Company, during the year under review, has posted Standalone Net Profit after Tax of '' 10662.49 lakhs as compared to '' 5588.67 lakhs during the previous year.

The Company, during the year under review, has posted Consolidated Net Profit after Tax of '' 15111.63 lakhs as compared to '' 5488.73 lakhs during the previous year.

Rental and Services Receipts

The consolidated Rental and Services receipts of the Company, during the period under review were '' 3065.18 lakhs as compared to '' 1973.77 lakhs during the previous year.

B. Future prospects and outlook of the Company

The real estate industry did very well in 2022. The year can be easily termed as the "turn-around year" for segments such as residential and retail, with all segments recovering

from COVID lows and recording strong year-on-year growth. While growth in India has slowed for multinational corporations, domestic demand has remained steady.

According to a report, India''s real estate market is expected to exhibit a growth rate (CAGR) of 9.2% during 2023-2028. Therefore, FY''23-24 will see a strong foundation as there will be more buyers.

Along with important policy initiatives such as "Housing for All" and the Pradhan Mantri Awas Yojana, the government has been developing and constructing infrastructure mega-projects like highways, new airports, metros, etc. These factors will stimulate both the quantitative and qualitative growth of real estate holdings. Intriguingly, real estate in Tier 2 and Tier 3 markets will also grow rapidly, generating substantial returns for investors.

With the positive estimates for the real estate sector, the Company is also poised to grow at a much higher altitude due to presence in diversified asset class.

OPERATIONS

The Company is one of the largest Real Estate Developers in the Delhi, NCR Region. Its businesses include:

â¢ Residential Townships

â¢ Group Housing Projects

â¢ Data Centres/IT Parks

â¢ Malls / Office Complexes

â¢ Affordable Housings

â¢ Hospitality / Serviced Apartments.

"Anant Raj Estate", Company''s flagship residential township in Sector 63A, Gurugram, has been able to meet the increase in demand, where customers are eyeing for ready to move in flats/floors/villas/developed plots in well planned societies and integrated townships. The Company has moved ahead of its commitments to set up new projects bolstered by Haryana Government''s move to allow higher FAR resulting in extra Floor space in each residential building. Resultantly, the flats are more affordable to buyers due to extra floor space. The Project boasts of several amenities, including Swimming Pools, Gymnasium, Children''s Play area, Fine Dining Restaurants, Business Centre, and Sports arenas, all of which are housed within "The Estate Club", which will span over 1.5 lacs sq. ft. Anant Raj Estate is being developed as a fully integrated Township with all latest amenities and infrastructure.

During FY2022-23, Anant Raj received licenses to develop three residential projects viz.

a) Deen Dayal Jan Awas Yojna (DDJAY) on 20.14 acres of land named as "Ashok Estate" in remembrance of founder of the Company, Sh. Ashok Sarin. The project was launched in July, 2022 and has been sold more than 50% of total plots available.

b) Group Housing Project on 5.43 acres of land. The Company is planning to build Group Housing flats on its own, which will create huge inventory for the Company.

c) Extension of existing township license by 11.83 acres.

After successfully completing and delivering 2,600 affordable units in Neemrana, Rajasthan (Anant Raj Aashray), under affordable housing, the Company has commenced its second project "Anant Raj Aashray II" in Tirupati, Andhra Pradesh for construction & Development of approx. 2,000 affordable units.

In the Commercial space, the Company''s Wholly Owned Subsidiary, Anant Raj Cloud Private Limited, has already received TIA-942 Rated 3 Certificate from the Telecommunications Industry Association (TIA) for setting up of a 21 MW Data Centre at Manesar. This is the largest project in North India to have this Certificate. Anant Raj Cloud Private Limited will execute the O&M of the Data Centre and 3 MW facility made operational in Q4 of FY2022-23, to be up scaled further in next year.

The Company also holds prime land in Delhi and these land parcels are poised for massive expansions due to recent changes in development norms for residential and commercial spaces in coming years. The Company holds almost 100 acres of fully paid free hold property in Delhi at premium locations.

A segment wise operational brief is given below: a) Residential:

Anant Raj Estate, one of the ambitious projects of the Company, is leading the growth of the Company. Total land owned by the Company in Anant Raj Estate is approximately 175 acres in Sector 63A with a development potential of 6 million sq. ft. The Company has tied up for acquisition of additional land in Sector 63A, Gurugram, for expanding the existing township.

Anant Raj Estate project comprises construction and development of luxury Villas, Plots, Residential flats, Independent floors and a Commercial complex.

This project alone is expected to add total value of more than '' 7,000 crores to the Company''s total revenues, and has received one of the fastest partial completion certificates for around 70% of the total area. Within Anant Raj Estate, the Company acquired License for development of another residential colony under Deen Dayal Jan Awas Yojna (DDJAY) on 20.14 acres of fully paid and owned land. This project has been named as "Ashok Estate" to commemorate founder Chairman of the Company, Sh. Ashok Sarin. This project has been sold for around 50% in the FY 2022-23. The Company is expecting to monetize this inventory in next 12 months to 15 months. As the plot sizes are upto 180 sq. yards, these are in great demand being pocket friendly for most of the buyers.

Further, the Company has acquired license for development of Group Housing project on approx. 5.43 acres of land in Anant Raj Estate, in addition to company''s entitlement to get Transferable Development Right (TDR) resulting into total saleable area of 1 million sq. ft. The Company has proposed to self-develop the project making it an ambitious project. The Company proposes to launch the project in Q2 of FY2023-24.

â¢ JOINT VENTURE WITH BIRLA ESTATES PRIVATE LIMITED

The Company''s JV (Joint Venture) project called "Avarna Projects LLP" (50:50 Limited Liability Partnership) with Birla Estates Private Limited for the development of a residential complex at Sector 63A Gurugram, Haryana is on full swing. Phase I, II and III of Project has already been launched and 95% of the inventory has been booked. Phase IV would be launched in current FY 2023-24. The entire project envisages development of 764 luxury floors built on 191 plots, in part of our integrated township Anantraj Estate, Sector-63A, Gurugram.

â¢ Affordable Housing Projects

Anant Raj is one of the pioneers in delivering affordable homes, which is in line with Hon''ble Prime Minister''s vision of "Housing for all". The Company, on account of its expertise in affordable homes, has proposed to launch an affordable housing project on land from APIIC (Andhra Pradesh Industrial Infrastructure Corporation). It has been proposed to develop & construct 2,000 affordable homes in the holy city of Tirupati (Andhra Pradesh). The project is spread over an area of 10.14 acres in an industrial colony developed by APIIC. The Construction of project will commence in FY2023-24.

b) Commercial

(i) IT Park, Manesar, Gurugram

The Company has commenced work for setting up of the Data Centre and 3 MW is operational out of proposed capacity of 21 MW. This facility is expandable upto 50 MW. The projected annual rental revenue will be more than ''200 crores at capacity of 21 MW. Furhter, the Company has formed strategic alliance with Telecommunications Consultants India Limited (TCIL) and implemented tie-up with Rail Tel as Partner, a Mini Ratna PSU of Government of India. The Company has all the necessary approvals such as Environment Clearance, Fire Certificate, CC and other HSIIDC regulatory approvals for the building. Based on this, TIA approval for Rated 3 has been obtained for setting up a 21 MW Data Centre at the facility.

(ii) IT Park, Panchkula, Haryana

The Company has land measuring 9.23 acres in IT Park, Panchkula, through its subsidiary Company, Rolling Construction Private Limited. Out of total space of 1.8 million sq. feet, leasable area is around 1.1 million square feet. In Phase-I, the company has developed & constructed an area of 0.5 million sq. feet, which is leased to reputed commercial clients including a Call Centre of Amazon, which is first in North India. Besides this, additional 5.25 acres of land is available for development into a green field project measuring

0.6 million sq. feet. The Company has planned to develop the existing and proposed building as a Tier III Data Centre having capacity load of 50 MW by providing security support, power back-up and strengthening of the structure.

(iii) IT SEZ RAI, Sonepat, Haryana

The Company has total land area of 25 acres allotted by HSIIDC (Haryana State Industrial and Infrastructure Development Corporation) in IT SEZ Rai, Sonepat. Total developable area in Rai building is 5.10 million sq. feet. Against this, the Company has completed construction & development of Phase-1 of IT SEZ Project comprising 2.1 million square feet, against which

1.4 million sq. feet is leasable. The Company has proposed to develop a Tier III Data Centre in the existing building having capacity of 100 MW and a Tier IV Data Centre with 100 MW Load capacity on 15 acres of land as a green field project. Power supply from two grids is available presently to cater the additional power requirement of the data Centre, which is a boon for setting up a venture like this.

c) Hospitality

BEL LA MONDE

This is an existing hospitality project generating revenues. ARL has got permission to develop with FAR of 1.75 as against present FAR of 0.15. ARL plans to build Hotel, Service apartments and Commercial space in proposed new structures.

IND AS STANDARDS

The Audited Financial Statements for the financial year ended March 31, 2023 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "Act") and other recognized accounting practices and policies to the extent applicable.

The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the financial year ended March 31, 2023. The Notes to the Financial Statements adequately cover the Standalone and Consolidated Audited Statements and form an integral part of this Report.

TRANSFER TO RESERVES

The Company has transferred a sum of '' 1379.03 lakhs to the Reserve for the financial year ended March 31, 2023.

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), (including any statutory modification(s)/re-enactment(s)/ amendments(s) thereof for the time being in force), the dividend which remains unclaimed/unpaid for a period of seven consecutive years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund (''IEPF'') established by the Central Government. As per the IEPF Rules, the corresponding shares in respect of which dividend has not been paid or claimed by the members for seven (7) consecutive years or more shall also be transferred to the dematerialized account created by the IEPF authority within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPF authority can be claimed back by the shareholder from IEPF authority by following the procedure prescribed under the

aforesaid rules. Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

During the year under review, the Company had transferred a sum of '' 5,07,386/- (Rupees Five Lakhs Seven Thousand Three Hundred Eighty Six Only) lying in the unpaid / unclaimed dividend for the financial year 2014-15 to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Further, in compliance with the provisions laid down in IEPF Rules, the Company had sent individual notices and also advertised in the newspapers seeking action from the members who have not claimed their dividends for seven (7) consecutive years or more and had transferred all corresponding shares on which dividend remained unclaimed for a period of seven (7) consecutive years from 2014-15, to the Demat Account of the IEPF. It may please be noted that no claim shall lie against the Company in respect of share(s) transferred to IEPF pursuant to the said Rules.

The statement containing details of Name, Address, Folio number, Demat account No. and number of shares transferred to IEPF demat account is made available on our website www.anantrajlimited.com.

The shareholders are encouraged to verify their records and claim their dividends of the preceding seven years, if not claimed.

DIVIDEND

In terms of the Dividend Distribution Policy of the Company, your Board of Directors in their Board meeting held on April 25, 2023 have recommended a final dividend @ 25% i.e. Re. 0.50 per equity share (face value of '' 2 per equity share) for the Financial Year 2022-23, for the approval of shareholders at the forthcoming Annual General Meeting. The cash outflow on account of dividend will be estimated at '' 1620.48 lakhs (previous year '' 354.12 lakhs). Dividend if declared by the Shareholders at the forthcoming Annual General Meeting, will be paid within 30 days from the date of declaration.

Pursuant to the amendments introduced in the Income-tax Act, 1961 vide Finance Act, 2020, w.e.f. April 1, 2020, Dividend Distribution Tax (DDT) which used to be payable by the Company has been abolished, and instead, the concerned shareholder is liable to pay tax on his dividend income. The Company is thus

required to comply with the provisions relating to tax deduction at source (TDS) under the Income-tax Act, 1961 in respect of dividend paid by it on or after such date.

The Dividend Distribution Policy is available on the website of the Company and can be accessed via.

https://anantrajlimited.com/assets/pdf/investor-pg-pdf/

Dividend-Distribution-Policy.pdf

SHARE CAPITAL

The Company, during the year, has allotted 2,90,00,000 equity shares of face value of '' 2/-each on August 3, 2022 upon conversion of 2,90,00,000 fully convertible warrants, allotted as on May 5, 2021, at an issue price of ''56.35/- each, by way of preferential allotment, to the entities belonging to the promoter/ promoter Group and non-promoter Group. The equity shares issued ranked pari- passu with the existing fully paid up equity shares in all respects as to dividend etc.

Consequent to the said issuance, the paid-up share capital of the Company increased from '' 59,01,92,670/- (Rupees Fifty Nine Crores One Lakh Ninety Two Thousand Six Hundred Seventy) divided into 29,50,96,335 (Twenty Nine Crores Fifty Lakhs Ninety Six Thousand Three Hundred Thirty Five) Equity Shares of ''2/- (Rupees Two) each to '' 64,81,92,670/- (Rupees Sixty Four Crores Eighty One Lakhs Ninety Two Thousand Six Hundred Seventy Only) divided into 32,40,96,335 (Thirty Two Crores Forty Lakhs Ninety Six Thousand Three Hundred Thirty Five) Equity Shares of ''2/- (Rupees Two) each.

The equity shares issued by the company during the year under review, are listed at following stock exchanges as on March 31 2023:

1. National Stock Exchange of India Limited (NSE)

2. BSE Limited (BSE)

During the year, there was no change in the authorised share capital of the Company which as on March 31, 2023, was '' 82,90,00,000/- (Rupees Eighty Two Crores Ninety Lakhs Only) divided into 41,45,00,000 (Forty One Crores Forty Five Lakhs) Equity Shares of ''2/- (Rupees Two) each.

Also, during the year under review, the Company has neither issued shares with or without Differential Voting Rights nor granted Stock Options nor issued Sweat Equity.

DEBENTURES

The Company, during the financial year under review, raised an amount of '' 25 Crores by way of issue of additional 250 (Two Hundred Fifty) Secured, Unlisted, Redeemable, Non- Convertible Debentures ("NCDs") having face value of '' 10,00,000/- (Rupees Ten lakhs Only) each on private placement basis to Touchstone Trust Scheme II.

Further, the Company, during the financial year under review, raised an amount of '' 200 Crores by way of issue of 2000 (Two Thousand) NCDs having face value of '' 10,00,000/- (Rupees Ten lakhs Only) each on private placement basis to India Real Estate II Scheme Ill of Apollo Global Management.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has an optimum combination of executive and non-executive directors, including independent directors and a woman director. The Company''s Board of Directors as on March 31, 2023 consisted of seven (7) Directors and out of them, four (4) are Non-Executive Independent Directors and three (3) are Executive Directors.

Sh. Amit Sarin is the Managing Director, Sh. Aman Sarin is the Whole Time Director and Chief Executive Officer, and Sh. Ashim Sarin is the Whole Time Director and Chief Operating Officer of the Company. The other four (4) Directors i.e., Sh. Brajindar Mohan Singh, Sh. Rajesh Tuteja, Sh. Maneesh Gupta and Mrs. Kulpreet Sond are the Non-Executive Independent Directors of the Company.

During the period under review, none of the Non-Executive Directors of the Company had any pecuniary transactions with the Company, apart from sitting fees paid to Non-Executive Directors for attending the meeting of the Board of Directors/Committees, as and when it happens.

Appointments/Cessation

During the period under review, there was no change in the composition of Board of Directors of the Company.

None of the Directors of your Company are disqualified/debarred as per the applicable provisions of the Act and Securities and Exchange Board of India ("the SEBI").

Re-appointments/Director Retiring by Rotation

In accordance with the provisions of section 152 of the Act and Article 120 of Article of Association read with Companies (Appointment and Qualifications of Directors) Rules, 2014, Sh. Aman Sarin (DIN:00015887) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors recommends the said re-appointment. The information regarding the re-appointment of Sh. Aman Sarin as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') has been given in the Notice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (''KMP'') of the Company as on the date of this report:

I. Sh. Amit Sarin (DIN: 00015837)- Managing Director;

II. Sh. Aman Sarin (DIN: 00015887)- Whole Time Director & Chief Executive Officer;

III. Sh. Ashim Sarin (DIN: 00291515)- Whole Time Director & Chief Operating Officer;

IV. Sh. Pankaj Kumar Gupta -Chief Financial Officer; and

V. Sh. Manoj Pahwa-Company Secretary.

During the period under review, there was no change in the Key Managerial Personnel of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there was no change in the nature of the business of the Company.

MATERIAL CHANGE AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public in terms of provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees or Investments, covered under the provisions of section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Financial Statements of the Company for the financial year ended March 31, 2023. Please refer to Note Nos. 4, 6 and 47 of the Standalone Financial Statements for the financial year ended March 31, 2023 for further details.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year ended March 31, 2023, the Company has received approval from National Stock Exchange of India Limited and BSE Limited for reclassification of the following persons from the "Promoter and Promoter Group" Category to the "Public" Category of shareholders of the Company, in accordance

Except above, there were no significant & material orders passed by the Regulators in connection with the Company during the year under review.

RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2023, all the contracts or arrangements or transactions that were entered into with related party as defined under the Act and regulation 23 of Listing Regulations, were on an arm''s length basis and in the ordinary course of business. However, pursuant to Regulation 23(2) of Listing Regulations, prior approval of the Audit Committee was sought for entering into all the related party transactions.

Further, the Company has 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. Thus, disclosure in form AOC-2 is not required.

The Board has formulated policy on dealing with Related Party Transactions and it may be accessed on the website of the Company at the web link:

https://anantrajlimited.com/assets/pdf/investor-pg-pdf/Policy_

on_Related_Party_Transactions.pdf

The Board draws attention of the members to Note No. 47 and 45 of the Standalone and Consolidated Financial Statements, respectively, which sets out the requisite disclosures on related parties and transactions entered into with/by them etc.

RISK MANAGEMENT POLICY

In compliance with the requirement of the Act, your Company has put in place Risk Minimization and Assessment Procedure. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company''s objectives or threaten its existence.

with provisions of Regulation 31A(3) and 31A(10) of the Listing Regulations:

Persons reclassified under Regulation 31A(3)

Persons reclassified under Regulation 31A(10)

1. Ms. Chanda Sachdev

2. Mr. Dhruv Bhasin

1. Mr. Anil Sarin

2. Mrs. Sharda Sarin

3. Mr. Amar Sarin

4. Ms. Saloni Sarin

5. Ms. Sunaini Sarin

6. Mr. Heera Lal Bhasin

7. Anil Sarin (HUF)

The main objective of the policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decision on risk related issues. As on the date of this report, there is no element of risk, which may threaten the existence of the Company.

The Board has formulated policy on Risk Management and the same may be accessed at the web-link: https ://anantraj l imited. com/assets/pdf/Policies/Risk_Management_Policy.pdf

During the year under review, no changes were carried out in the risk management policy.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance to section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, the Company has established a "Vigil Mechanism" for its employees and Directors, enabling them to report any concerns of unethical behaviour, suspected fraud or violation of the Company''s code of conduct.

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

The Board has formulated policy on Whistle Blower and the same may be accessed at the web-link:

https://anantrajlimited.com/assets/pdf/investor-pg-pdf/

Whistle%20Blower%20Policy.pdf

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

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

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details as required under section 197 (12) of the Act read with Rules 5(1),

(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as ''Annexure - II and Annexure - III''.

COMMITTEES OF BOARD

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted/reconstituted (whenever necessitated) the following committees:

(i) Audit Committee

In terms of section 177 of the Act and regulation 18 of the Listing Regulations, Your Company has in place Audit Committee of Board of Directors. The committee was re-constituted on June 7, 2022. Mrs. Kulpreet Sond was inducted as a new member of the Committee.

As on March 31, 2023, its composition is as follows:-

Sr. No.	Name of the Committee Members	Category of Directorship	Designation
1	Sh. Maneesh Gupta	Non-Executive & Independent Director	Chairman
2	Sh. Amit Sarin	Executive Director	Member
3	Sh. Brajindar Mohan Singh	Non-Executive & Independent Director	Member
4	Mrs. Kulpreet Sond	Non-Executive & Independent Director	Member

The Audit Committee met six (6) times during the financial year.

Further, during the financial year, the Board has accepted all the recommendations of the Audit Committee.

For further details, please refer to the Corporate Governance Report which forms part of this report.

(ii) Stakeholderâs Relationship Committee

The Company has also formed Stakeholder''s Relationship Committee in compliance to the Act & Listing Regulations. The details about the composition of the said committee of the Board of Directors along with meetings of the said committee & attendance thereat and terms of reference of Stakeholder''s Relationship Committee have been provided in the Corporate Governance Report which forms part of this Report.

(iii) Share Transfer Committee

The Company has also formed Share Transfer Committee in compliance to the Act & Listing Regulations. The details about the composition of the said committee of the Board of Directors along with meetings of the said committee & attendance thereat and terms of reference of Share Transfer Committee have been provided in the Corporate Governance Report which forms part of this Report.

(iv) Nomination and Remuneration Committee

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The details of the composition of the committee along with meetings of the said committee & attendance thereat and terms of reference of Nomination and Remuneration Committee are available in the Corporate Governance Report which forms part of this Report.

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilising different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

(3) of Section 178 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the Chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

The said policy is available on the website of the Company at:

https://anantrajlimited.com/assets/pdf/Policies/

Nomination_and_Remuneration_and_Board_

Diversity_Policy.pdf

There were no changes carried out in the Policy during the financial year under review.

It is hereby affirmed that the Remuneration paid to the Directors and Key Managerial Personnels is as per the Remuneration Policy of the Company.

(v) Corporate Social Responsibility (CSR)

Committee

In terms of section 135 of the Act and rules framed thereunder, the Company has constituted a Corporate Social Responsibility (CSR) Committee to undertake the activities as per its terms and references. The details of the composition of the committees, meetings held during the year & attendance thereat and terms of reference of CSR Committee are mentioned in the Corporate Governance Report.

The CSR Policy is available on the Company''s website at

https://anantrajlimited.com/assets/pdf/Policies/Corporate_

Social_Responsibility.pdf

During the year under review, there was no changes carried out in the CSR Policy.

The Policy lays emphasis on transparent monitoring mechanism for ensuring implementation of the projects undertaken/ proposed to be undertaken by the Company in accordance with the overall objective of the CSR policy.

An annual action plan as per Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 notified vide MCA Circular dated January 22, 2021 has also been recommended by the CSR Committee of the Board.

The Annual Report on CSR activities containing the requisite details including brief outline of the Policy, CSR expenditure details, reason for not spending the CSR amount etc. is given as ''Annexure- IV'' which forms part of this Report.

(vi) Finance and Investment Committee

The Company has constituted the Finance and Investment Committee to monitor, consider and approve the matters relating to borrowing of funds from banks, financial institutions etc. The committee is further authorised to approve investments of Company. The details of this committee are given in Corporate Governance Report which forms part of this Report.

(vii) Risk Management Committee:

In compliance with regulation 21 of Listing Regulations, the Company has constituted a Risk Management Committee consisting of members of Board of your Company and an Independent Director to identify and assess business risks and opportunities. The details of this committee are given in Corporate Governance Report which forms part of this report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Financial Statements for the financial year ended March 31, 2023:

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

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

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

(d) that the directors had prepared annual accounts for the financial year ended March 31, 2023 on a going concern basis;

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

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the financial year under review, as stipulated under the Listing Regulations is annexed and forms part of this Report.

CORPORATE GOVERNANCE REPORT

As per the requirement of regulation 34(3) read with Schedule V of Listing Regulations, a Report on Corporate Governance is annexed, which forms part of this Report.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions stipulated for Corporate Governance as required under Clause E of Schedule V read with regulation 34 (3) of the Listing Regulations is annexed hereto.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34 (2) (f) of the Listing Regulations, requires top one thousand listed companies based on market capitalization calculated as on 31^st day of March of every financial year to

give Business Responsibility Report (BR Report) in their Annual Report describing the initiatives taken by the Company from an Environmental, Social and Governance (ESG) perspective in the format specified by the SEBI. BR Report has been discontinued after FY 2021-22 and effective FY 2022-23 onwards, the top one thousand listed entities based on market capitalization are required to prepare and present a Business Responsibility and Sustainability Report (''BRSR'') to its stakeholders in the prescribed format. The concept of BR Report lays down 9 (nine) core principles which a listed company shall follow while undertaking its business operations.

Since the Company is one of the top one thousand listed companies, it has prepared its first Business Responsibility and Sustainability Report for the financial year ended March 31, 2023, which has been provided separately and forms part of this Report.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All the employees of the Company as a part of induction were/are sensitized about the provisions of the said Act. The Company believes in providing safe working place for the Women in the Company and adequate protection are given for them to carry out their duties without fear or favour.

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

ANNUAL RETURN

Pursuant to the provisions of section 92 (3) read with section 134 (3) (a) of the Act and rules framed thereunder, the Annual Return, for the financial year ended March 31, 2023 is available on the website of the Company and can be accessed through the web link :

https://anantrajlimited.com/assets/pdf/ar%20mgt/Annual%20

Return%202022-2023.pdf

SUBSIDIARIES AND GROUP COMPANIES

As on March 31, 2023, your Company has thirty-two (32) wholly owned subsidiaries, three (3) step down subsidiaries and three (3) companies in which the Company holds more than 50% of the total equity shareholding.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR

The Company, during the financial year ended March 31, 2023, incorporated one wholly owned Subsidiary namely Anant Raj Green Energy Private Limited.

During the financial year ended March 31, 2023, the Company disposed/sold its entire equity stake/investment in its associate, Rockfield Homes Private Limited (Formerly Anant Raj Property Management Private Limited).

Consequently, Rockfield Homes Private Limited (Formerly Anant Raj Property Management Private Limited) ceased to be associate of Anant Raj Limited.

The Company has laid down policy on material subsidiary and the same is placed on the website of the Company. The said policy may be accessed at the following weblink:

https://anantrajlimited.com/assets/pdf/investor-pg-pdf/POLICY_

FOR_DETERMINING_MATERIAL_SUBSIDIARIES.PDF

None of the subsidiaries fall within the meaning of "Material Non-Listed Indian Subsidiary" as defined in the policy adopted by the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year ended March 31, 2023 have been prepared in accordance with the principles and procedures of Indian Accounting Standards 110 (Ind AS) as notified under the Companies (Ind As) Rules, 2015 as specified under Section 133 of the Act. In compliance to Section 129 of the Act read with rules made thereunder, Consolidated Financial Statements, prepared on the basis of Audited Financial Statements received from subsidiary/associate companies and jointly controlled entity as approved by their respective Boards, forms part of this Report.

In compliance with section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Subsidiaries, Joint Ventures and Associate Companies of the Company in form AOC-1 which forms part of this Report, is annexed as Annexure-V''.

Pursuant to the provision of section 136 of the Act, the Financial Statements and Consolidated Financial Statements along with relevant documents and separate Audited Accounts in respect of subsidiaries are available on the website of the Company i.e. www.anantrajlimited.com

BOARD MEETINGS

The Company has convened nine (9) meetings of the Board of Directors during the financial year ended March 31, 2023. The meetings were held on May 14, 2022, June 7, 2022, August 3, 2022, August 25, 2022, September 9, 2022, October 18, 2022, January 19, 2023, March 4, 2023 and March 17, 2023. Details of the Board meetings and attendance at such meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2023.

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

MEETING OF INDEPENDENT DIRECTORS

In terms of Regulation 25(3) of Listing Regulations and as stipulated in the code for Independent Directors under Schedule IV of the Act, a separate meeting of Independent Directors was held on January 19, 2023 to review the performance of non-independent directors and Managing Director and the Board as a whole. The Independent Directors also in the said meeting assessed and reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board and its committees which is essential for effective discharge of their duties. All the Independent Directors attended the meeting.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Every Independent Director is briefed about the history of the Company, its policies, customers, Company''s strategy, operations, organisation structure, human resources, technologies, facilities and risk management. Projects/S ite visits are also arranged for the Directors who wish to familiarize themselves with the processes and operations of the Company.

The Independent Directors are briefed on their role, responsibilities, duties and are kept updated on the various regulatory and legislative changes that may occur from time to time affecting the operations of the Company. The Independent Directors are also briefed on the various policies of the Company like the code of conduct for directors and senior management personnel, policy on related party transactions, policy on material subsidiaries, whistle blower policy and corporate social responsibility policy and other policies adopted by the Company. The details of familiarization programme conducted for the independent directors is disclosed in the website of the Company at

https://anantrajlimited.com/assets/pdf/investor-pg-pdf/

Familiarisation_Programme_for_Indpendent_Director.pdf

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received from all the Independent Directors a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''IICA''). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. All the Independent Directors except Mrs. Kulpreet Sond, were exempt for the requirement of undertaking online proficiency self-assessment test, therefore, are not required to pass the online proficiency self-assessment test. Mrs. Kulpreet Sond has undertaken the said test and successfully cleared the online proficiency self-assessment test conducted by the IICA.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management. For further details, please refer Corporate Governance Report.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

PREVENTION OF INSIDER TRADING

The Company has framed a code of conduct for prevention of insider trading based on Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This code is applicable to all the Board members/ employees/ officers/ designated persons of the Company. The code requires pre-clearance for dealing in the Company''s shares in certain cases and prohibits the dealing in the Company''s shares by the Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The code of conduct for prevention of insider trading is disclosed in the website of the Company and can be assessed at:

https://anantrajlimited.com/assets/pdf/Policies/Anantraj_

Code_of_Conduct.pdf

ANNUAL EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

As required under Section 134(3)(p) of the Act and regulation 17 of Listing Regulations, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its Committees and the performance of Independent Directors.

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

As required under regulation 17(10) of Listing Regulations, the Board assessed the performance of the Independent Directors, individually and collectively as per the criteria laid down and on an overall assessment, the performance of Independent Directors was found noteworthy. The Board has therefore recommended the continuance of Independent Directors on the Board of the Company. Each of the Directors had evaluated the performance of the individual Directors on the parameters such as qualification, knowledge, experience, initiative, attendance, concerns for the stakeholders, leadership, team work attributes, effective interaction, Independent views and Judgement.

The Board of Directors have assessed performance of the Board as a whole and committees of the Company based on the parameters which amongst other included structure of the Board, including qualifications, experience and competency of Directors, diversity of Board and process of appointment; Meetings of Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes; functions of Board, including strategy and performance evaluation, corporate culture and value, evaluation of risks, succession plan, focus on the shareholders'' value creation, effectiveness of Board processes, governance and compliance and meaning full communication, high governance standard, knowledge of business, openness of discussion/integrity and information and functioning and quality of relationship between the Board and management.

The members of the Audit Committee, Nomination & Remuneration Committee, Stakeholder''s Relationship Committee and Corporate Social Responsibility Committee were also assessed on the above parameters and also in the context of the Committee''s effectiveness vis-a-vis the Act and Listing Regulations.

The Criteria for evaluation of the Committee of Board included mandate and composition, effectiveness of the Committee, structure of the Committee, regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information, independence of committee of the Board, contribution to decisions of the Board, and quality of relationship of the Committee with the Board and Management.

The Nomination and Remuneration Committee & Audit Committee has also reviewed and considered the collective feedback of the whole of evaluation process.

Results of all such above referred evaluations were found satisfactory.

INTERNAL FINANCIAL CONTROLS

The Company has in place an established internal financial control system, with reference to the Financial Statements and as referred under section 134(5)(e) of the Act, to ensure the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operation information, compliance of various internal control and other regulatory/statutory compliances. All internal audit findings and control systems are periodically reviewed by the Audit committee of the Board of Directors, which provides strategic guidance on internal control.

The Company has further strengthened its internal financial control policies and procedures to make them commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company. During the financial year under review, these controls were tested and no significant weakness was identified either in the design or operation of the controls.

GREEN INITIATIVE

Electronic copies of the Annual Report 2022-23 and the Notice of the 38^th Annual General Meeting are sent to all members whose email addresses are registered with the Company/RTA. The hard copy of Annual Report 2022-23 will be sent only to those shareholders who request for the same.

For members who have not registered their email addresses, physical copies are sent in the permitted mode. In order to support Green Initiative, the Company requests those members who have yet not registered their e-mail address, to register the same directly with their Depository Participant, in case shares are held in electronic form or with the Company, in case shares are held in physical form.

AUDITORS

i) STATUTORY AUDITORS AND THEIR REPORT

In Compliance with the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Act and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/ re-enactment(s)/amendment(s) thereof, for the time being in the force), M/s Ranjana Vandana & Co., Chartered Accountant (Firm''s Registration No. 008961C), were appointed as statutory auditors for a period of five consecutive years commencing from the

conclusion of 37^th AGM (Annual General Meeting) held on July 11, 2022 till the conclusion of 42^nd AGM to be held in the calendar year 2027.

The auditor report given by M/s Ranjana Vandana & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2023, forms part of the Annual Report and self-explanatory. There has been no qualification, reservation or adverse remarks or any disclaimer in their report.

ii) COST AUDITORS AND COST AUDIT REPORT

M/s Yogesh Gupta & Associates (Firm Registration No. 000373) were appointed as the Cost Auditor to conduct the cost audit for the financial year ended March 31, 2023.

Further, pursuant to the provisions of section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended and as per the recommendation of the Audit Committee, the Board at their meeting held on May 29, 2023 re-appointed M/s Yogesh Gupta & Associates (Firm Registration No. 000373) as Cost Auditors of the Company for the financial year 2023-2024 to audit the cost records of the Company. A resolution for ratification of the remuneration payable for such cost audit services forms part of the Notice of ensuing 38^th Annual General Meeting.

A certificate from M/s Yogesh Gupta & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits prescribed under Section 141 of the Act and the rules framed thereunder.

The cost audit report with no qualification, reservation or adverse remarks or any disclaimer there in, issued by the Cost auditor for the financial year ended March 31, 2022 was filed with the Registrar of Companies vide form CRA-4.

The Company has maintained accounts and records as specified under sub-section (1) of section 148 of the Act.

iii) SECRETARIAL AUDITORS AND SECRETARIAL REPORT

Pursuant to the provisions of section 204 of Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Ms. Priya Jindal, Company Secretary in practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31, 2023, is annexed herewith as "Annexure-VI".

Explanation to the observations in secretarial audit report:

The Secretarial audit report for the financial year 2022-23 contains following observation:

1. Non-compliance/Delayed Compliance under regulation 29(2)/(3) of Listing Regulations for furnishing prior intimation within the period provided under regulation about the meeting of Board of Directors held on August 3, 2022. The National Stock Exchange of India Limited (NSE) had levied the fine for delay in furnishing prior intimation about the meeting of Board of Directors held on August 3, 2022.

In this regard, it is submitted that

1. The Board Meeting for considering the financial results for the quarter ended June 30, 2022 was scheduled to be held on August 3, 2022. The advance notice for considering the results was submitted to Stock Exchanges on July 27, 2022. The decision to raise the funds was taken at the meeting of Board of Directors held on August 3, 2022. Therefore, the giving of advance notice of fund raising as specified in the Regulation 29 of Listing Regulations was not possible.

The Company received the notice regarding the Non-Compliance/Delayed Compliance under regulation 29 for delay in furnishing prior Intimation about the meeting of Board of Directors held on August 3, 2022 for fund raising from the National Stock Exchange of India Limited (NSE).

The NSE levied the fine/penalty for the aforesaid delay on the Company. The board members took note of the impositions of the penalty by the NSE and made emphasis as to strengthening the governance procedures so as to ensure compliance at all times.

Further, pursuant to the Regulation 24A of Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2022-2023 was filed with Stock Exchanges(s), i.e. BSE Limited and National Stock Exchange of India Limited. Such Secretarial Compliance Report also contained the observations, as referred above.

iv) INTERNAL AUDITORS

The Board of Directors of your Company had appointed M/s. GRASP & Associates, Chartered Accountant, New Delhi as the Internal Auditors of the Company pursuant to the provisions of section 138 of the Act for financial year 2022-2023 and the reports on periodical basis submitted by the auditor were placed before the audit committee and Board of Directors.

Reporting of Frauds:

Pursuant to the provision of section 143(12) of the Act and rules framed thereunder, there have been no instance of fraud reported by the Auditors either to the Company or to the Central Government.

Also, there is nothing to report by the Board under section 134(3) (ca) of the Act.

FOLLOWING POLICIES ARE ALSO ADOPTED BY THE BOARD AND ARE AVAILABLE ON THE WEBSITE OF COMPANY AT WWW. ANANTRAJLIMITED.COM

1. Archival Policy on Preservation of Documents of the Company. URL for the same is: https://anantrajlimited.com/ assets/pdf/Policies/Archive_Policy.pdf

2. Policy on determination of materiality of the events/ information for making disclosure by the Company.

URL for the same is:

https://anantrajlimited.com/assets/pdf/Policies/Policy_on_

Disclosures.pdf

3. Policy on preservation of records.The same may be assessed at

https://anantrajlimited.com/assets/pdf/Policies/Policy_on_

Preservation_of_Records.pdf

4. Policy on determination of material subsidiary. The same may be assessed at

https://anantrajlimited.com/assets/pdf/Policies/

POLICY_FOR_DETERMINING_MATERIAL_

SUBSIDIARIES.PDF

5. Policy on code of conduct for the Board of Director and senior management personnel. The same may be assessed at

https://anantrajlimited.com/assets/pdf/Policies/Code%20

of%20Conduct%20for%20Top%20management.pdf

6. Policy on code of practices and procedures for fair disclosure of insider trading. The same may be assessed at

https://anantrajlimited.com/assets/pdf/Policies/Anant-

Raj_CodeofFairDisclosureofUnpublishedPriceSensi-

tiveInformation.pdf

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India during the period under review.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no Corporate Insolvency Resolution Process (CIRP) was initiated or pending against your Company, under the Insolvency and Bankruptcy Code, 2016 (IBC) as amended.

GENERAL

The Directors state that no disclosure or reporting in respect of the following items is required as there were no transactions/events relating to these items during the financial year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither Managing Director nor the Whole Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the

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

By order of the Board of Directors For Anant Raj Limited

Sd/- Sd/-

Amit Sarin Aman Sarin

Managing Director Director & CEO

DIN:00015837 DIN:00015887

Place: New Delhi Date: May 29, 2023

Mar 31, 2022

Your Directors take pleasure in presenting their 37^th (Thirty Seventh) Annual Report on the business and operations of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2022.

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

('' in lakhs)
Particulars	Standalone		Consolidated
	For the financial	For the financial	For the financial	For the financial
	year ended	year ended	year ended	year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Sales and other income	40177.42	27551.15	50124.21	26962.81
Profit before depreciation	8389.53	4541.73	8819.28	2479.15
Depreciation	1455.90	1510.80	1666.65	1717.72
Profit before Tax and after depreciation	6933.63	3030.93	7152.63	761.43
Provision for taxation	1344.96	1019.50	2305.79	738.10
Profit after tax	5588.67	2011.43	4846.84	23.33
Share of profit of an associate (net of tax)	-	-	478.98	827.41
Minority interest	-	-	162.91	213.90
Net Profit available for appropriation	5588.67	2011.43	5488.73	1064.64
Appropriations:
Proposed dividend	354.12	295.10	354.12	295.10
Dividend Tax	-	-	-	-
Transfer to debenture redemption Reserve	-	-	-	-
Earnings per Share [equity share of '' 2]
-Basic earnings per share (in '')	1.90	0.69	1.92	0.43
-Diluted earnings per share (in '')	1.73	0.69	1.74	0.43
Dividend per share (in '')	0.12	0.10	0.12	0.10

Notes: -

1) The above figures are extracted from the Standalone and Consolidated Financial Statements prepared as per Indian Accounting Standards (Ind AS).

2. OPERATIONS REVIEW AND THE STATE OF COMPANYâS AFFAIRSA. Operational and Financial Overview

The prime focus of the Company has always been executing and ensuring timely completion and deliveries of all its projects being developed.

The Company, during the year under review, has posted Standalone Net Profit after tax of '' 5588.67 lakhs as compared to '' 2011.43 lakhs during the previous year.

The Company, during the year under review, has posted Consolidated Net Profit after tax of '' 5488.73 lakhs as compared to '' 1064.64 lakhs during the previous year.

Rental and Services Receipts

The consolidated Rental and Services receipts of the Company, during the period under review were '' 1973.77 lakhs as compared to '' 1454.28 lakhs during the previous year.

B. Future prospects and outlook of the Company

Between adapting to the pandemic''s norms, industry woes and government policies, the Indian real estate players foresee a robust demand for properties in 2022 and in near future. With the steady performance and quick revival, the real estate sector regained the buyer''s and investor''s trust and further picked up the growth momentum.

Real estate experts have seen 2021 as a period of rapid transformation & growth. Developers too have invested in technology and digital channels to reach out to consumers in a more efficient way. The Company is no exception and reached out to the consumers in every way possible, which is shown by the results.

As we move into the new financial year, the experts read the tea leaves and predict another optimistic year for the real estate sector. According to the Knight Frank report titled ''Real Estate Outlook 2022'', India''s realty sector is showing signs of healthy growth in 2022.

India''s real estate sector saw over 1,700 acres of land deals in the top 7 cities in one year. Foreign investments in the commercial real estate sector were at US$ 10.3 billion from 2017-21. As per ICRA estimates, Indian firms are expected to raise > '' 3.5 trillion (US$ 48 billion) through infrastructure and real estate investment trusts in 2022, as compared with raised funds worth US$ 29 billion to date.

The residential sector had an unprecedented year of growth with sales rising by 51% YoY at 232,903 units across the top eight cities of the country. New home launches also saw a significant rise of 58% YoY with the addition of 232,382 units in 2021. Low interest rates, improving affordability, high savings, and a resurging interest in homeownership due to space constraints imposed by the pandemic have been the primary drivers of the revival in demand.

With the positive estimates for the real estate sector, the Company is also poised to grow at a much higher altitude due to presence in diversified asset class.

Impact of COVID-19

India''s Economy suffered a major setback during the first and the second wave of the Covid-19 pandemic but now it is showing signs of steady recovery.

During the pandemic, the Real estate sector was hampered in a big way. Now with the cases going down, the vaccination drives picking up, people returning to offices, preferring to have a house in organised societies/ townships and organisations adapting to hybrid working models, the Real-estate sub-sectors are expected to post a healthy growth.

The real estate market will continue to move in a fast direction amid pent-up demand & preference of houses in organised societies/ colonies. Interest rates also have a major impact on the current boom. During these uncertain times, homebuyers are scouting for projects that are spacious, deploy sustainable materials and are giving preference to self-sustaining societies.

As per latest report from CREDAI, home prices in Delhi NCR have increased by 43% since the beginning of the pandemic in 2020, and year on year, the prices in Delhi NCR increased by about 11% as compared to last year.

OPERATIONS

The Company has always worked with focus on the execution and delivery, so as to smoothen the process of moving in by prospective buyers. As a result, "Anant Raj Estate", Company''s flagship residential township in Sector 63A, near Golf Course Extension Road, Gurugram, is witnessing increase in demand mainly due to shift in thought process where customers prefer ready to move in flats/floors/villas/ developed plots in well planned societies and integrated townships. Haryana Government has allowed higher FAR resulting in extra Floor space in each residential building. This has made the flats more affordable.

The Company has fully paid additional land parcels adjoining to Anant Raj Estate in Sector 63A, Gurugram Haryana, on which it has applied for two licenses to develop the residential projects i.e. Deen Dayal Jan Awas Yojna on 20.14 acres of land and Group Housing Project on 5.43 acres of land. The initial approvals for these two projects has already been received and company is planning to start monetization of these land parcels in Q1 of the FY-23 for Deen Dayal Jan Awas Yojna and in Q4 of the FY-23 for Group Housing Project.

Govt. of India''s insistence for placing Data of Banks/ Companies/Government offices in Data Centers located in India has resulted into spurt in demand for Data Centers in India and this has come as a boon to the Company because the Company has 5.50 million sq. ft. of ready space in the buildings already constructed and the available space will be converted in to Data Centers. These buildings require enhancing of security cover and installing power back-ups besides strengthening of the structure to convert the ready buildings into Data Centers. Initially, the Company has commenced the development of Phase-1 Hyper-Scale Data Center at its ready IT building at IMT, Manesar, Gurugram, Haryana through its wholly owned subsidiary Anant Raj Cloud Pvt. Ltd.

The Company''s Wholly Owned Subsidiary, Anant Raj Cloud Pvt. Ltd., has already received TIA-942 Rated 3 Certificate from the Telecommunications Industry Association (TIA). Anant Raj Cloud Pvt. Ltd. will execute the O&M of the Data Center. Our Project is third project and the largest in North India to have this Certificate.

Affordable housing is another segment of the company which is a growing market. After successfully completing and delivering 2,600 affordable units in Neemrana, Rajasthan (Anant Raj Aashray), under affordable housing,

the Company has commenced its second project "Anant Raj Aashray II" in Tirupati, Andhra Pradesh for construction & Development of approx. 2,000 affordable units. The company is also in process to commence another Housing project in Sector 36A, Gurugram jointly with Adani Realty.

The Company also holds prime land in Delhi and these land parcels are poised for massive expansions due to recent changes in development norms for residential and commercial spaces in coming year.

A segment wise operational brief is given below:

a) Residential:

The Company''s primary focus is on the development of the Company''s prime integrated residential and commercial development project viz. Anant Raj Estate at Sector 63A, in South Gurugram. Total land owned by the Company is approximately 175 acres in Sector 63A with a development potential of 7 million sq. ft. The Company has planned to acquire additional land in Sector 63A, Gurugram, to expand the existing township in coming times.

The project is titled as "Anant Raj Estate" and it comprises construction and development of luxury Villas, Plots, Residential flats, Independent floors and a Commercial complex. The Company is receiving positive response from prospective buyers. This project alone is expected to add total value of '' 6,000 crores to the Company''s total revenues which includes revenues from Joint Venture with Birla Estates Private Limited. Anant Raj Estate is one of the ambitious project of the Company, which has received one of the fastest partial completion certificates for around 70% of the total area. The Company recently got approval for development of another residential colony under Deen Dayal Jan Awas Yojna (DDJAY) on 20.14 acres of fully paid & owned land. This new ambitious project will add more than '' 750 crores of inventory in the form of residential & commercial plots. These plots are small in size & affordable for mid segment buyers and are in great demand. The Company is expecting to monetize this inventory in next 18 months to 24 months.

The Company has also got approval for development of Group Housing project on approx. 5.43 acres of land at Sector 63A Gurugram, Haryana in addition to company''s entitlement to get Floor Index Ratio (FAR) of approx. 1 million sq. ft. on land being part of the planned roads of Sector 63A, Gurugram. The Group Housing Project will be having approx. 1.00 million sq. ft. of saleable area and it is proposed to launch

GH Project in Q4 of FY 23. The Company is expecting revenues of more than '' 1,500 crores from this project within a span of four years.

â¢ JOINT VENTURE WITH BIRLA ESTATES PRIVATE LIMITED

The Company has formed a joint venture LLP called "Avarna Projects LLP" (JV) (50:50 Limited Liability Partnership) with Birla Estates Private Limited for the development of a residential complex at Sector 63A Gurugram, Haryana. The project envisages development of 764 luxury floors built on 191 plots, in part of our integrated township Anantraj Estate, Sector-63A, Gurugram. The expected revenues of LLP would be '' 2,350 crores over a period of 3 years. Tremendous response has been received and 100% of the inventory of 1st phase has been sold out, amounting to '' 624.00 crores. Phase II of Project "Navaya" will be launched in Q1 of FY 23 for which RERA registration is already obtained.

â¢ Affordable Housing Projects

Anant Raj is one of the pioneers in delivering affordable homes, which is in line with Hon''ble Prime Minister''s vision of "Housing for all".

The Company on account of its expertise in affordable homes has recently bagged a project from APIIC (Andhra Pradesh Industrial Infrastructure Corporation) to develop & construct 2,000 affordable homes in the holy city of Tirupati (Andhra Pradesh). The project is spread over an area of 10.14 acres in an industrial colony developed by APIIC. The Construction of project will commence in Q1 of FY2022-23, with a completion target by FY2025-26. The company plans to develop 2BHK units with a targeted sale price of '' 12-15 lakhs only per unit.

I n the past, the Company has successfully delivered 2600 affordable homes in the State of Rajasthan in an industrial colony developed by RIICO (Rajasthan State Industrial Development and Investment Corporation) in Neemrana, Rajasthan.

b) Commercial

(i) IT Park, Manesar, Gurugram

The Company has completed its IT Park situated at Manesar, Haryana which is operational and generating revenues. This location being nearer to Gurugram, is coming up as a major Silicon hub. Proposed connectivity to Manesar by Metro rail services will make it into one of the prominent locations. UID and NXTRA (Airtel Data Center) Data Centers have already come up in the vicinity of our IT Park.

Total developed area is around 1.8 million square feet on 10 acres of land area against which leasable area is 1.2 million sq. feet including 40,000 sq. feet of retail space. The Company has all the necessary approvals such as Environment Clearance, Fire Certificate, CC and other HSIIDC regulatory approvals for the building. Based on this, TIA approval for Rated 3 has been obtained for setting up a 21 MW Data Center at the facility.

The Company has already commenced work for setting up of the Data Center and 3 MW is poised to be operational within Q2 of FY 2022-23 out of proposed Data Center of 21 MW capacity, expandable upto 50 MW. The projected annual rental revenue will be more than '' 200 crores at capacity of 21 MW. The Company is also planning to get a MeitY empanelment (accreditation) and get listed in a Government Cloud Services Directory.

(ii) IT Park, Panchkula, Haryana

The Company is developing an IT Park with space of 1.6 million sq. feet on land area of 9.23 acres through its subsidiary Company, Rolling Construction Private Limited. As against this, leasable area would be around 1.1 million square feet. In Phase-I, the company has developed & constructed an area of 6 lakhs sq. feet, which is leased to reputed commercial clients including first Call Center of Amazon in North India.

Now, to achieve maximum benefit from the available space in the building, the Company has plans to develop Tier III Data Center by providing security support, power back-up and strengthening of the structure. Besides this, additional 5.25 acres of land is available for development into a green field project with FSI of 0.6 million sq. feet for a Data Center having 40 MW capacity.

(iii) IT SEZ RAI, Sonepat, Haryana

Total developable area in Rai building is 5.10 million sq. feet on 25 acres of the land allotted to it by HSIIDC (Haryana State Industrial and Infrastructure Development Corporation).

The Company has completed construction & development of phase-1 of IT SEZ Project comprising 2.1 million square feet, against which 1.4 million sq. feet is leasable. The Company is also planning to develop a Tier III Data Center in existing building and a Tier IV Data Center with 100 MW Load capacity on 15 acres of land as a

green field project. Power supply from two grids is available presently to cater the additional power requirement of the data Center.

(iv) Office Building

The Company, through its associate Company has developed an Office Building at Sector 44, Gurugram, Haryana. Total developed area on 8,400 sq. mts. land is 2,10,000 sq. ft. The building is fully leased out to various tenants.

c) Warehousing Project

The Company is planning to develop fully paid free hold land parcels in Delhi & Haryana, as Warehousing projects, within a span of five years. The development of Warehousing projects will be based on international standards and modern age requirement.

d) Hospitality

The Company is conscious of the increasing demand for Hospitality and Convention facilities in the National Capital and has decided to develop sizeable portfolio of its Hotel and Hospitality land parcels in New Delhi. The Company intends to develop these Projects for mixed land use development to provide to the community Hotel, Hospitality, Convention and Commercial facilities at multiple locations in New Delhi. The Company''s hotel projects are situated in premium Hospitality, Banquet and Convention districts of New Delhi admeasuring individually from 5 to 7.5 acres. Some of these projects such as Hotel Stellar, Hotel Bel-LA monde are presently being operated by Third party operators on long term leases.

As per the current policy guidelines, developable area has been enhanced for these properties by almost 10 times. The Company has proposed to transfer these destinations into socio-economic hubs with a variety of development in diverse areas by availing additional developable area allowed by the concerned authorities.

3. IND AS STANDARDS

The Company had adopted IND AS with effect from 1st April, 2016 pursuant to a notification dated February 15, 2015 under section 133 of the Companies Act, 2013 (hereinafter referred to as "Act") issued by the Ministry of Corporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. The Company has published Audited Financials based on IND AS for the financial year ended March 31, 2022 along with comparable financials for the year ended March 31, 2021.

The Quarterly results published by the Company from time to time in accordance with Listing Regulations for the financial

year ended March 31, 2022 were also based on IND AS. These have been published in newspapers and also made available on the Company''s Website www.anantrajlimited. com and website of Stock Exchanges where the shares of the Company are listed.

The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the financial year ended March 31, 2022. The Notes to the Financial Statements adequately cover the Standalone and Consolidated Audited Statements and form an integral part of this Report.

4. TRANSFER TO RESERVES

The Company has transferred a sum of '' 20 crores to the Reserve for the financial year ended March 31, 2022.

5. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND

The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

The Company had accordingly transferred a sum of '' 4,18,511/- (Rupees Four lakhs Eighteen Thousand Five Hundred Eleven Only) in the unpaid / unclaimed dividend for the financial year 2013-14 to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, the Company had transferred all corresponding shares on which dividend remained unclaimed for a period of seven (7) years from 2013-14, to the Demat Account of the IEPF. It may please be noted that no claim shall lie against the Company in respect of share(s) transferred to IEPF pursuant to the said Rules.

The statement containing details of Name, Address, Folio number, Demat account No. and number of shares transferred to IEPF demat account is made available on our website www.anantrajlimited.com.

The shareholders are encouraged to verify their records and claim their dividends of the preceding seven years, if not claimed.

6. DIVIDEND

The Board of Directors of your Company, subject to approval of shareholders at the ensuing Annual General Meeting, has recommended final dividend @ 6% (Re. 0.12 per equity share of '' 2/- each) for the financial year ended March 31, 2022. The cash outflow on account of dividend will be '' 354.12 lakhs.

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations''), requires top one thousand listed companies to formulate a dividend distribution policy. Accordingly, as per the provisions of Listing Regulations, the Company had formulated a Dividend Distribution Policy.

The Dividend Distribution Policy is available on the website of the Company i.e. www.anantrajlimited.com can be accessed at the weblink

htt ps://www. prime info base. i n/z_AN ANT R AJ/fi les/ Anantraj_Dividend_Distribution_Policy.pdf

7. SHARE CAPITAL

The paid-up share capital as on March 31, 2022 was '' 59,01,92,670 divided into 29,50,96,335 equity

shares of '' 2/- each. During the year under review, the Company has neither issued shares with or without Differential Voting Rights nor granted Stock Options nor issued Sweat Equity.

Preferential Issue of Warrants:

The Board at its meeting held on March 3, 2021 approved the raising of funds for an amount of '' 163,41,50,000/- by way of issuing 2,90,00,000 (Two crores Ninety lakhs) Fully Convertible Warrants at an issue price of '' 56.35/- (Rupees Fifty Six and Paisa Thirty Five Only) on a preferential basis to identified investors classified under ''Promoter & Promoter Group'' and ''Non-Promoter'' Category ("allottees"), in accordance with the provisions of the Act read with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, which was further approved by the shareholders of the Company at the Extra-Ordinary General Meeting held on April 21, 2021.

Consequently, the Board at its meeting held on May 5, 2021 allotted the aforesaid 2,90,00,000 (Two crores Ninety lakhs) Fully Convertible Warrants of face value of '' 2/-(Rupees Two) each, on receipt of 25% of the issue price from the allottees, carrying a right to subscribe to one equity share per warrant, for cash at an issue price of '' 56.35/- (including premium of '' 54.35/-) per warrant, on preferential basis to allottees on receipt of 100% of issue price from the allottees in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

8. DEBENTURES

The Board at its meeting held on December 25, 2021 approved the raising of funds by issuance of 4,750 (Four Thousand Seven Hundred Fifty), secured, unlisted, redeemable, non-convertible debentures (''Debentures'') having face value of '' 10,00,000/- (Rupees Ten lakhs Only) each, at par aggregating upto '' 475,00,00,000/- (Rupees Four Hundred and Seventy Five crores Only) in one or more tranches on private placement basis to the Eligible Investor(s) i.e. Touchstone Trust Scheme II.

Thereafter, the Board at its meeting held on January 4, 2022, allotted the aforesaid 4,750 (Four Thousand Seven Hundred Fifty) Debentures bearing face value of '' 10,00,000/- (Rupees Ten lakhs Only) each, aggregating to '' 475,00,00,000 (Rupees Four Hundred and Seventy Five crores Only), partly paid-up (payment in two tranches), on private placement basis to the Eligible Investor(s) on the receipt of Tranche A subscription amount.

Further, the Board at its meeting held on March 28, 2022, considered and approved the proposal requesting for the ''Final Call'' of '' 400,00,00,000 (Rupees Four Hundred crores Only) with respect to such debentures, which were received on March 31, 2022.

The funds raised through the above referred issues, were duly utilized towards the specific purpose(s) for which such funds were raised.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company''s Board of Directors as on March 31, 2022 consisted of seven (7) Directors comprising Executive and Non-Executive Directors. Out of the seven (7) Directors, four (4) are Non-Executive Independent Directors and three (3) are Executive Directors.

Appointments

Upon the recommendation of Board, the shareholders of the Company at the Extra-ordinary General Meeting held on April 21, 2021 appointed (i) Sh. Amit Sarin, who was holding the position of Whole Time Director and Chief Executive Officer as the Managing Director of the Company for a period of five years w.e.f January 1, 2021 (ii) Sh. Aman Sarin, the current Chief Operating Officer as the Whole-Time Director and Chief Executive Officer of the Company for a period of five years w.e.f. January 1, 2021

(iii) Sh. Ashim Sarin, the current Chief Operating Officer as Whole Time Director and Chief Operating Officer of the Company for a period of five years w.e.f. January 1, 2021

(iv) Sh. Rajesh Tuteja as Non-Executive-Independent Director of the Company for a period of five years w.e.f. January 1, 2021 (iv) Mrs. Kulpreet Sond as Non-Executive Independent Woman Director of the Company for a period of five years w.e.f. January 25, 2021.

None of the Directors of your Company is disqualified under the provisions of section 164 (2)(a) and (b) of the Act.

Re-appointments

rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Cessation

Sh. Ashok Sarin, Founder of the Anant Raj Group and Executive Chairman of the Company left for his heavenly abode on August 22, 2021. He was the epitome of high integrity and ethical values. Under his leadership, hard work and vision, the Company has grown and prospered. The Company places on record its sincere gratitude and appreciation for the contribution, and valuable guidance given by him. The Company pledges to continually grow under his ethical principles with dedication and hard work.

Key Managerial Personnel

Save as otherwise provided above, there was no change in the Key Managerial Personnel of the Company.

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (''KM P'') of the Company as on the date of this report:

I. Sh. Amit Sarin (DIN: 00015837)- Managing Director;

II. Sh. Aman Sarin (DIN: 00015887)- Whole Time Director & Chief Executive Officer;

III. Sh. Ashim Sarin (DIN: 00291515)- Whole Time Director & Chief Operating Officer;

IV. Sh. Pankaj Kumar Gupta -Chief Financial Officer; and

V. Sh. Manoj Pahwa-Company Secretary.

10. CHANGE IN THE NATURE OF BUSINESS,IF ANY

During the period under review, there has been no change in the nature of business of the Company.

11. MATERIAL CHANGE AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEENTHE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

Except the changes specifically described in this report, there have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

12. CREDIT RATING

The Credit rating agency, Infomerics Ratings had assigned the credit rating ''IVR BB /Positive Outlook (IVR Double B Plus with Positive Outlook)'' to the Company for its long term bank facilities.

13. LISTING OF SHARES

The Company''s equity shares are listed with BSE Limited and National Stock Exchange of India Limited. The annual listing fee for the financial year 2022-23, for both the Stock Exchanges, has been paid.

14. DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public in terms of provisions of section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

15. INSURANCE

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

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees or Investments, covered under the provisions of section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Financial Statements of the Company for the financial year ended March 31, 2022. Please refer to Note Nos. 4, 6 and 45 of the Standalone Financial Statements for the financial year ended March 31, 2022 for further details.

17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant & material orders passed by the Regulators against the Company during the financial year under review.

18. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2022, all the contracts or arrangements or transactions that were entered into with related party as defined under the Act and regulation 23 of Listing Regulations, were on an arm''s length basis and in the ordinary course of business. However, pursuant to Regulation 23(2) of Listing Regulations, prior approval of the Audit Committee was sought for entering into related party transactions.

The Board has formulated policy on dealing with Related Party Transactions and it may be accessed on the website of the Company at the web link:

https://www.primeinfobase.in/z_ANANT RAJ/files/Po l icy_ on_Related_Party_Transactions.pdf

The Board draws attention of the Members to Note No. 45 and 44 of the Standalone and Consolidated Financial Statements, respectively, which sets out the requisite disclosures on related parties and transactions entered into with/by them etc.

19. RISK MANAGEMENT POLICY

The Board has formulated policy on Risk Management and the same may be accessed at the web-link: https://www.primeinfobase.in/z_ANANTRAJ/files/Risk_ Management_Policy.pdf

During the financial year ended March 31, 2022, no changes were carried out in the risk management policy.

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance to section 177(9) & (10) of the Act and regulation 22 of the Listing Regulations, the Company has established a "Vigil Mechanism" for its employees and Directors, enabling them to report any concerns of unethical behaviour, suspected fraud or violation of the Company''s code of conduct.

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

The Board has formulated policy on Whistle Blower and the same may be accessed at the web-link

htt ps://www. prime info base. i n/z_AN ANT R AJ/f iles/ Anantraj_whistle_blower_policy.pdf

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

22. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details as required under section 197 (12) of the Act read with Rules 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as ''Annexure - II and Annexure - III''.

23. COMMITTEES OF BOARD

(i) Audit Committee

In terms of section 177 of the Act and regulation 18 of the Listing Regulations, Your Company has in place Audit Committee of Board of Directors. The meeting was re-constituted on September 20, 2021. Sh. Amit Sarin was appointed as a member of the Committee in place of Sh. Ashok Sarin, who passed away on August 22, 2021.

As on March 31, 2022, its composition is as follows:-
S. Name of the No. Committee Members	Category of Directorship	Designation
1 Sh. Maneesh Gupta	Non-Executive & Independent Director	Chairman
2 Sh. Amit Sarin	Executive Director	Member
3 Sh. Brajindar Mohan Singh	Non-Executive & Independent Director	Member

The terms of reference of Audit Committee are confined to Act & regulation 18 of the Listing Regulations read with Part-C of Schedule II.

The Audit Committee met five (5) times during the financial year. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

The said policy is available on the website of the Company at:

htt ps://www.p rime info base. i n/z_AN ANT R AJ/fi l e s/ Nomination_and_Remuneration_and_Board_ Diversity_Policy.pdf

There were no changes carried out in the Policy during the financial year under review.

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

(v) Corporate Social Responsibility (CSR) Committee

In terms of section 135 of the Act and rules framed thereunder, the Company has constituted a Corporate Social Responsibility (CSR) Committee to recommend and monitor expenditure on CSR. The CSR Committee has been re-constituted on September 20, 2021. Sh. Aman Sarin was appointed as a member of committee in place of Sh. Ashok Sarin, who passed away on August 22, 2021.

Composition of Corporate Social Responsibility Committee as on March 31, 2022:

Name of the Committee Members	Category of Directorship	Designation
Sh. Brajindar Mohan	Non-Executive &	Chairman
Singh	Independent Director
Sh. Amit Sarin	Executive Director	Member
Sh. Aman Sarin	Executive Director	Member

Further, during the financial year, the Board has accepted all the recommendations of the Audit Committee.

For further details, please refer to the Corporate Governance Report which forms part of this report.

(ii) Stakeholder''s Relationship Committee

The Company has also formed Stakeholder''s Relationship Committee in compliance to the Act & Listing Regulations. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

(iii) Share Transfer Committee

The Company has also formed Share Transfer Committee in compliance to the Act & Listing Regulations. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

(iv) Nomination and Remuneration Committee

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the Chairperson and the Independent Directors. The Policy

During the financial year, the Board on the recommendation of the Corporate Social Responsibility Committee, to align with the requirements of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 issued by Ministry of Corporate Affairs, reviewed and adopted the revised Corporate Social Responsibility Policy, effective from May 28, 2021, which is available on the Company''s website at

htt ps://www.p rime info base. i n/z_AN ANT R AJ/fi les/ Corporate_Social_Responsibility.pdf

(vi) Finance and Investment Committee

(vii) Risk Management Committee:

Regulation 21 of Listing Regulations, requires top 1,000 listed Companies, based on market capitalization as on March 31 of preceding financial year, to constitute Risk Management Committee of Board.

Accordingly, your Company has constituted a Risk Management Committee on June 30, 2021 consisting of members of Board of your Company and an Independent Director to identify and assess business risks and opportunities. The details of this committee are given in Corporate Governance Report which forms part of this report.

24. DIRECTORSâ RESPONSIBILITY STATEMENT

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

(d) that the directors had prepared annual accounts for the financial year ended March 31, 2022 on a going concern basis;

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

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

25. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the financial year under review, as stipulated under the Listing Regulations is annexed and forms part of this Report.

26. CORPORATE GOVERNANCE REPORT

As per the requirement of regulation 34(3) read with Schedule V of Listing Regulations, a Report on Corporate Governance is annexed, which forms part of this Report.

A declaration by the Chief Executive Officer addressed to the members of the Company pursuant to Part D of Schedule V read with regulation 34 (3), Chapter IV of the Listing Regulations regarding adherence to the Code of Conduct by the members of the Board and by the members of the Senior Management Personnel of the Company is also annexed hereto.

27. BUSINESS RESPONSIBILITY REPORTING

Regulation 34 (2) (f) of the Listing Regulations, requires top one thousand listed companies to prepare and present a Business Responsibility Report (''BRR'') to its stakeholders in the prescribed format describing the initiatives taken by the Company on environmental, social and governance perspective. Hence, the Business Responsibility Report of the Company for the financial year ended March 31, 2022 has been provided separately and forms part of this Report.

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

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at

the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All the employees of the Company as a part of induction were/are sensitized about the provisions of the said Act. The Company believes in providing safe working place for the Women in the Company and adequate protection are given for them to carry out their duties without fear or favour.

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

Disclosures pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Listing Regulations are as under:

Sr.	Particulars	No. of
No.		Complaints
(1)	Number of complaints filed during the financial year	NIL
(2)	Number of complaints disposed off during the financial year	NIL
(3)	Number of complaints pending as on the end of the financial year	NIL

29. ANNUAL RETURN

Pursuant to the provisions of section 92 (3) read with section 134 (3) (a) of the Act and rules framed thereunder, the Annual Return, for the financial year ended March 31, 2022 is available on the website of the Company and can be accessed through the web link

https://www.primeinfobase.in/Pages/Reports.

aspx?value=AENgE/Vn%20%20XM600MSHCcMw==

30. SUBSIDIARIES AND GROUP COMPANIES

As on March 31, 2022, your Company has thirty one (31) wholly owned subsidiaries, three (3) step down subsidiaries and three (3) companies in which the Company holds more than 50% of the total equity shareholding.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR

The Company, during the financial year ended March 31, 2022, incorporated two wholly owned Subsidiaries namely

Anant Raj Digital Private Limited and Ashok Cloud Private Limited.

During the financial year, the Company disposed of 50% of its stake in wholly owned subsidiary i.e. Romano Projects Private Limited. Consequently, it ceased to be the subsidiary of Company and became associate of the Company. Consequently, being a wholly owned subsidiary of Romano Projects Private Limited, Saiguru Buildmart Private Limited also ceased to be step down subsidiary of Company.

The Company has laid down policy on material subsidiary and the same is placed on the website of the Company. The said policy may be accessed at the following weblink:

htt ps://www.p rime info base. i n/z_AN ANT R AJ/fi les/ POLICY_FOR_DETERMINING_MATERIAL_ SUBSIDIARIES.PDF

None of the subsidiaries fall within the meaning of "Material Non-Listed Indian Subsidiary" as defined in the policy adopted by the Company.

31. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year ended March 31, 2022 have been prepared in accordance with the principles and procedures of Indian Accounting Standards 110 (Ind AS) as notified under the Companies (Ind As) Rules, 2015 as specified under Section 133 of the Act. In compliance to Section 129 of the Act read with rules made thereunder, Consolidated Financial Statements prepared on the basis of Audited Financial Statements received from subsidiary/associate companies as approved by their respective Boards forms part of this Report.

32. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of

the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

33. BOARD MEETINGS

The Company has convened nine (9) meetings of the Board of Directors during the financial year ended March 31, 2022. The meetings were held on May 05, 2021, June 30, 2021, August 14, 2021, September 20, 2021, November 12, 2021, December 25, 2021, January 04, 2022, February 14, 2022 and March 28, 2022. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2022.

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

34. ANNUAL EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was

based on questionnaire and feedback from all the directors on the Board as a whole, Committees and self -evaluation.

Further, as required under Schedule IV of the Act and Listing Regulations, a separate meeting of the Independent Directors was convened, whereat Independent Directors had evaluated the performance of the Non- Independent Directors and the Board as a whole as parameters as enumerated above.

The Nomination and Remuneration Committee & Audit Committee has also reviewed and considered the collective feedback of the whole of evaluation process.

Results of all such above referred evaluations were found satisfactory.

35. INTERNAL FINANCIAL CONTROLS

36. GREEN INITIATIVE

Electronic copies of the Annual Report 2021-22 and the Notice of the 37^th Annual General Meeting are sent to all members whose email addresses are registered with the Company/RTA. The hard copy of Annual Report 2021-22 will be sent only to those shareholders who request for the same.

For members who have not registered their email addresses, physical copies are sent in the permitted mode. In order to support Green Initiative, the company requests those members who have yet not registered their e-mail address, to register the same directly with their Depository Participant, in case shares are held in electronic form or with the company, in case shares are held in physical form.

37. AUDITORS

i) STATUTORY AUDITORS AND THEIR REPORT

M/s Vinod Kumar Bindal & Co., Chartered Accountants (Firm Registration No. 003820N), were appointed as statutory auditors of the Company for a period of five consecutive years to hold office from the conclusion of 32^nd Annual General Meeting held on 29^th September, 2017 until the conclusion of ensuing 37^th Annual General Meeting.

The Board, on the recommendation of the Audit Committee, recommended the appointment of M/s Ranjana Vandana & Co., Chartered Accountants, (Firm Registration No. 008961C) as the statutory auditors of the Company in place of the retiring auditors, M/s Vinod Kumar Bindal & Co., for a term of five consecutive years, from the conclusion of the ensuing 37^th Annual General Meeting of the Company till the conclusion of the 42^nd Annual General Meeting to be held in the year 2027, for the approval of the members of the Company. Requisite resolution regarding their appointment is included in the Notice of ensuing 37^th Annual General Meeting for approval by the members.

M/s Ranjana Vandana & Co., Chartered Accountants, (Firm Registration No. 008961C) have furnished a certificate of their eligibility under Section 139 and 141 of the Act and the rules framed thereunder for the appointment as Auditors of the Company. Also as required under regulation 33(1)(d) of the Listing Regulations, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The auditor report given by M/s Vinod Kumar Bindal & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2022, forms part of the Annual Report and self-explanatory. There has been no qualification, reservation or adverse remarks or any disclaimer in their report.

REPORTING OF FRAUDS:

Pursuant to the provision of section 143(12) of the Act and rules framed thereunder, that there have been no instance of fraud reported by the Auditors either to the Company or to the Central Government.

As such there is nothing to report by the Board under section 134(3)(ca) of the Act.

ii) COST AUDITORS AND COST AUDIT REPORT

M/s Yogesh Gupta & Associates (Firm Registration No. 000373) were appointed as the Cost Auditor to conduct the cost audit for the financial year ended March 31, 2022.

No. 000373) as Cost Auditors of the Company for the financial year 2022-2023 to audit the cost records of the Company. A resolution for ratification of the payment to be made for such cost audit services forms part of the Notice of ensuing 37^th Annual General Meeting.

The cost audit report issued by the Cost auditor for the financial year ended March 31, 2021 was filed with the Registrar of Companies vide form CRA-4.

The Company has maintained accounts and records as specified under sub-section (1) of section 148 of the Act.

iii) SECRETARIAL AUDITORS AND SECRETARIAL REPORT

Pursuant to the provisions of section 204 of Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Ms. Priya Jindal, Company Secretary in practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2022. The Secretarial Audit Report for the financial year ended March 31, 2022, is annexed herewith as "Annexure-VI".

Explanation to the observations in secretarial audit report:

The Secretarial audit report for the financial year 2021-22 contains following observation:

1. Non-compliance/Delayed Compliance under

regulation 29(2)/(3) of SEBI (LODR)

Regulations, 2015 for furnishing prior intimation within the period provided under regulation

about the meeting of Board of Directors held on December 25, 2021. The BSE and NSE (Stock Exchanges) had levied the fine for delay in furnishing prior intimation about the meeting of Board of Directors held on December 25, 2021.

In this regard, it is submitted that

1. The Company received the notice regarding

the Non-Compliance/Delayed Compliance under regulation 29 for delay in furnishing prior Intimation about the meeting of Board of Directors held on December 25, 2021 for fund

raising from the Stock Exchanges (BSE Limited & National Stock Exchange of India Limited). The concerned Stock Exchanges levied the fine/ penalty for the aforesaid delay on the Company. The Board took note of the impositions of the fine/penalty by the Stock Exchanges and made emphasis as to strengthening the governance procedures so as to ensure compliance at all times. The Board also noted that the delay was inadvertent and emphasized that going forward prescribed timelines should be strictly adhered to as far as practically possible.

Further, pursuant to the Regulation 24A of Listing Regulations read with SEBI Circular No CIR/CFD/CMD1/27/2019, dated February 08, 2019, the Annual Secretarial Compliance Report for the financial year 2021-2022 was filed with Stock Exchanges(s), i.e. BSE Limited and National Stock Exchange of India Limited, on May 18, 2022.

iv) INTERNAL AUDITORS

The Board of Directors of your Company had appointed M/s. Garg Kumar & Associates, Chartered Accountant, New Delhi as the Internal Auditors of the Company pursuant to the provisions of section 138 of the Act for financial year 2021-2022 and the reports on periodical basis submitted were placed before the audit committee and Board of Directors.

38. Following policies are also adopted by the Board and are linked with the website of company at www.anantrajlimited.com

1. Archival Policy on Preservation of Documents

of the Company. URL for the same is:

https://www.primeinfobase.in/z_ANANTRAJ/files/ Archive_Policy.pdf

2. Policy on determination of materiality of the events/ information for making disclosure by the Company.

URL for the same is: https://www.primeinfobase.in/z_ ANANTRAJ/files/Policy_on_Disclosures.pdf

3. Policy on preservation of records. The same may be assessed at https://www.primeinfobase.in/z_ ANANTRAJ/files/Policy_on_Preservation_ of_Records.pdf

4. Policy on determination of material subsidiary.The same may be assessed at https://www.primeinfobase.in/z_ ANANTRAJ/files/POLICY_FOR_DETERMINING_ MATERIAL_SUBSIDIARIES.PDF

5. Policy on code of conduct for the Board of Director and senior management personnel. The same may be assessed at

https://www.primeinfobase.in/z_ANANT RAJ/files/ Code%20of%20Conduct%20for%20Top%20 management.pdf

6. Policy on code of practices and procedures for fair disclosure of insider trading. The same may be assessed at https://www.primeinfobase.in/z_ANANTRAJ/files/ AnantRaj_CodeofFairDisclosureofUnpublishedPrice-SensitiveInformation.pdf

39. SECRETARIAL STANDARDS

Save as otherwise provided in this Annual Report, the Company has complied with the Secretarial Standards I & II issued by the Institute of Company Secretaries of India during the period under review.

40. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no Corporate Insolvency Resolution Process (CIRP) was initiated against your Company, under the Insolvency and Bankruptcy Code, 2016 (IBC) as amended.

41. GENERAL

The Directors state that no disclosure or reporting in respect of the following items is required as there were no transactions/events relating to these items during the financial year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither Managing Director nor the Whole Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

APPRECIATIONS AND ACKNOWLEDGEMENTS

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

By order of the Board of Directors For Anant Raj Limited

Sd/- Sd/-

Amit Sarin Aman Sarin

Managing Director Director & CEO

DIN:00015837 DIN:00015887

Place: New Delhi Date: June 7, 2022

Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting their 33rd (Thirty Third)Annual Report on the business and operations of your Company together with the audited financial statements for the year ended March 31, 2018.

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

(Rs. in lakhs)

	Standalone			Consolidated
	For the year ended March 31, 2018	For the year ended March 31, 2017		For the year ended March 31, 2018	For the year ended March 31, 2017
Sales and other income	45596.94		44938.67	52931.62	49459.79
Profit before depreciation	7989.23		9757.05	10455.59	11495.17
Depreciation	1896.35		2008.03	2604.48	2738.56
Profit before Tax and after depreciation	6092.88		7749.02	7851.11	8756.61
Provision for taxation	1806.04		1724.90	1832.38	2072.99
Profit after tax	4286.84		6024.12	6018.73	6683.62
Share of profit of an associate (net of tax)	-		-	579.61	916.13
Minority interest	-		-	174.00	107.53
Net Profit available for appropriation	4286.84		6024.12	6772.34	7707.28
Appropriations:
Proposed dividend	708.23		708.23	708.23	708.23
Dividend Tax	145.58		144.18	144.18	144.18
Transfer to debenture redemption reserve	-		-	-	-
Earnings per Share [equity share of Rs. 2]
- Basic earnings per share (in Rs.)	1.46		2.05	2.30	2.62
- Diluted earnings per share (in Rs.)	1.46		2.05	2.30	2.62
Dividend per share (in Rs.)	0.24		0.24	0.24	0.24

Notes: - The above figures are extracted from the standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS).

2. OPERATIONS REVIEW AND THE STATE OF COMPANYâS AFFAIRS

A. Operational and Financial Overview

The Company and its group is engaged in the business of construction and development of Residential, Commercial, Hospitality projects and IT Parks.

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

Your Company, during the year under review, despite the cyclic downturn/ recessionary conditions prevalent in the sector, has posted Standalone Net Profit After tax of Rs. 4286.84 lakhs as compared to Rs. 6024.12 lakhs during the previous year.

Your Company, during the year under review, has posted Consolidated Net Profit after tax of Rs. 6772.34 lakhs as compared to Rs. 7707.28 lakhs during the previous year.

B. Future prospects and outlook of the Company

The implementation of Real Estate (Regulation & Development Act) from 1st May, 2017 has completely changed the dynamics of the real estate sector in India. With increased focus on compliances and transparency, RERA has brought clarity for home buyers and developers of the projects. Real Estate Investment Trusts (REITs), on the other hand also have a positive impact on the real estate industry facilitating investors to directly invest in income generating real estate.

Another significant move adopted by the Government was the rollout of Goods and Services Tax (GST) on 1st July, 2017. GST has instilled transparency and streamlined the taxation structure. Though the initial implementation of GST created disruptions in the business environment, it is likely to benefit the real estate industry in the long run. It will benefit the buyers with lower prices and ensure smooth flow of credit. The demonetization drive has ushered in a cleaner and transparent real estate sector with the elimination of black money in the economy. The rising disposable income, lower interest rates and rapid urbanization are all expected to strengthen the outlook of the real estate industry. Besides, government thrust on affordable housing and infrastructure development will unleash new growth opportunities for the realty sector. Improved transparency and governance will boost consumer confidence.

Your Company believes it has the right mix of execution capabilities, diversified and full-paid low cost land bank, expertise in low cost and affordable housing, rental assets as well as residential projects where construction is in full swing. The outlook for the Company remains positive and promising.

Rental and Services Receipts

The consolidated Rental and Services Receipts of your Company, during the period under review were Rs. 5878.96 lakhs as compared to Rs. 6223.40.

OPERATIONS

a) Residential:

Your Companyâs main focus is on the development of the Companyâs show case project Anant Raj Estate at Sector 63A, in south Gurugram, of around 160 acres with a total developable area of approx. 6 million sq. ft.

The project titled as Anant Raj Estate, comprises of construction & development of Luxury Villas, Plots, Residential Flats, Commercial and Office Complexes and Independent Floors. The Company has received a good response for the projects. The Company had commenced construction and development of the project and has completed the first phase of the project. The âAnant Raj Estate Projectâ alone is expected to add Rs. 5,000 Crores to the Company total revenues. The Company has acquired Land in the same sector and has made necessary applications for licenses with the Authority. The saleable area, upon approval of Licenses, would increase.

The construction and development of our prestigious residential projects namely âMACEOâ at Sector-91, Gurgaon, is in progress and the Company intends to complete and deliver the same in year 2018-2019.

The Company has already successfully completed its low cost housing project named as âAshrayâ at Neemrana, Rajasthan and handed over the 2600 units to the buyers. Further the company plans to undertake low cost housing projects in the states of Rajasthan and Andhra Pradesh.

b) Commercial:

The âMoments Mallâ at Kirti Nagar, New Delhi, being run through wholly owned subsidiary of the Company, namely Anant Raj Projects Limited is operational and generating revenues.

c) IT Parks

Your Company has developed first phase of IT Park with developable area of 0.6 mn. sq. ft. at Panchkula, Haryana, through a subsidiary of the Company, namely Rolling Construction Private Limited and has started generating revenues. The Company would undertake to develop the second phase of the IT Park with developable area of 0.6 mn. sq. ft. after the property constructed in first phase is let out.

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

Your Company has completed its first phase of IT SEZ Project involving 2.1 million sq. ft. at Rai, Sonepat, Haryana.

d) Hospitality

Your Companyâs Hotel Projects namely Hotel Mapple Emerald, Hotel Parkland Retreat and Belmond Hotel & Resort all are operational and generating revenues.

3. IND AS STANDARDS

Your Company had adopted IND AS with effect from 1st April, 2016 pursuant to the notification dated February 15, 2015 under Section 133 of the Companies Act, 2013 issued by the Ministry of Corporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP.

Note No. 2 to the financial statement provides further explanation on the transition the IND AS

4. GOODS AND SERVICE TAX (GST)

Goods and Service Tax (GST) came into effect from July 1, 2017 through the implementation of one Hundred and first amendment of the Constitution of India. The tax replaced existing multiple cascading taxes levied by the Central and State Governments.

Your Company has successfully implemented and migrated to GST followed by the changes across various departments/ operations of the Company.

5. TRANSFER TO RESERVES

Transfer to Surplus from statements of Profit and Loss Account

Your Company has transferred a sum of Rs. 4286.84 lakhs to the Surplus for the financial year ended March 31, 2018.

6. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Provisions of Section 124 of the Companies Act,2013 (âthe Actâ) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ) the dividend which remains unclaimed/unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The Company had accordingly transferred sum of Rs. 716,991/- ( Rupees Seven Lakhs Sixteen thousand Nine Hundred Ninety One) in the unpaid / unclaimed dividend for the year 2009-10 to the Investor Education and Protection Fund (IEPF) established by the Central Government

Further according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven (7) consecutive years or more shall also be transferred to the dematerialized account created by the IEPF Authority.

Further, in compliance with the provisions laid down in IEPF Rules, the Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven (7) consecutive years or more.

Accordingly, the company had transferred all corresponding shares for the financial year upto March 31,2010 on which dividend remained unclaimed for a period of seven (7) years , to the Demat Account of the IEPF. It may please be noted that no claim shall lie against the Company in respect of share (s) transferred to IEPF pursuant to the said Rules.

Members/claimants whose shares, unclaimed dividends, have been transferred to the IEPF Demat account of the fund, as the case may be, may claim the shares or apply for refund by making an application to IEPF Authority in form I EPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by IEPF authority from time to time. The Rules and form IEPF-5,as prescribed, for claiming back the shares, are available on the website of the IEPF ,i.e on www.iepf.gov.in.

The member/claimant can file only one consolidated claim in a financial year as per the IEPF rules.

The members who have not claimed the dividends declared for the financial year ended 31.03.2011 have been notified to lodge their claim on or before August 25, 2018. In case valid claim is not received by that date, the company will proceed to transfer the dividend to the IEPF Account in terms of the IEPF Rules.

Further all the shareholders who have not claimed their dividends in the last seven (7) consecutive years were notified to claim the same by August 25,2018. In case valid is not received by that date, the company will proceed to transfer the respective shares to the IEPF account in terms of the IEPF Rules. In this regard, the company has individually informed the shareholders concerned and also published notice in the newspapers as per the IEPF Rules. It may please be noted that no claim shall lie against the company once such share (s)/dividend transferred to IEPF demat account, pursuant to the said rules.

The statement containing details of Name, Address, Folio number, Demat account No. and number of shares due for transfer to IEPF demat account is made available on our website www.anantrajlimited.com.

The Shareholders are encouraged to verify their records and claim their dividends of the preceding seven years, if not claimed.

7) DIVIDEND

The Board of Directors of your Company, subject to approval of shareholders at the ensuing Annual General Meeting, has recommended a dividend @ 12% (â 0.24 per equity share of Rs. 2/- each) for the year ended March 31, 2018. The cash outflow on account of dividend will be Rs. 708.23 lakhs and corporate dividend tax would be Rs. 145.58 lakhs.

8) SHARE CAPITAL

The paid-up share capital as on March 31, 2018 was Rs. 59,01,92,670 divided into 29,50,96,335 equity shares of Rs. 2/- each. During the year under review, the Company has neither issued shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.

9) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Companyâs Board of Directors as on 31st March 2018 consisted of Six (6) Directors with an optimum combination of Executive and Non-Executive Directors. Out of the six (6) Directors, Four (4) are non-executive directors (including three (3) independent directors) and two (2) executive Directors.

Sh. Anil sarin is the Managing Director of the Company. He has been reappointed as Managing Director of the Company w.e.f 30.12.2017 for a period of five years by the members of the Company at the Annual General Meeting held on 29th September 2017. Sh. Amit sarin is the Whole Time Director and CEO of the Company. The other four members are Sh. Ashok Sarin, Non-Executive Director (Chairman) of the Company and Sh. Brajindar Mohan Singh, Sh. Ambarish Chatterjee and Sh. Maneesh Gupta are the Non-Executive Independent Directors of the Company.

During the period under review , none of the Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

Appointments(s)

The Board of the Director on the recommendation of the Nomination and Remuneration Committee at its meeting held on 1st June 2018 has appointed Mr. Amar Sarin and Mrs. Chanda Sachdev as Non-Executive Additional Directors of the Company. They will hold office upto the date of ensuing Annual General Meeting and being eligible have offered themselves for appointment.

Further Ms. Sushmaa Chhabra (DIN: 01727941) was appointed as an Additional Director designated as Independent Woman Director of the Company for the term of five years with effect from 01st June, 2018 by the Board of Directors. In terms of Section 161 of Companies Act, 2013, Ms. Sushmaa Chhabra holds office upto the date of this Annual General Meeting but is eligible for the appointment as a Independent Director.

The Company has received a declaration from her to the effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The Brief profiles of the Directors along with the disclosures required pursuant to SEBI listing regulations and the Act are given in the Notice of AGM.

None of the Directors of your Company is disqualified under the provisions of Section 164 (2)(a) and (b) of the Companies Act,2013.

Re-appointments

In accordance with the provisions of Section 152 of the Companies Act, 2013 and 120 Article of Association read with Companies (Appointment and Qualification of Directors) Rules, 2014 Sh. Ashok Sarin (DIN: 00016199) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Further , According to the amendments in SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, which shall be effective from the date of April 1, 2019 a person who has attained the age of seventy five years can continue as a Director in a listed company as a Non Executive Director only after the concerned listed company has taken the approval of its shareholders by way of a Special Resolution.

Since , Shri. Ashok Sarin has already attained the age of seventy five years he would be able to continue his directorship in the company after the abovementioned effective date of amendment of SEBI (LODR) Regulations, only if the company obtains the approval of its Members by way of a Special Resolution. Resolution for the said appointment would forms part of the Notice of the 33rd Annual General Meeting of the Company.

Cessation

Mrs. Priya Singh Aggarwal due to Personal Reasons, has resigned as Independent Director of the Company w.e.f. 20th March, 2018. The Board of Directors place on record her appreciation for the valuable contribution made during her tenure as Director of the Company.

KEY MANAGERIAL PERSONNEL

As per the requirement under the provisions of Section 203 of the Companies Act,2013 the Board of Directors noted that Sh. Anil Sarin (DIN:00016152)- Managing Director, Sh. Amit Sarin(00015837)- Whole Time Director & CEO, Mr. Manoj Pahwa-Company secretary are the Key managerial personnel of the Company as on the date of this Boardâs Report

Further, your Company couldnât appoint the chief financial officer, as the board and the nomination and remuneration committee is still under the process of selecting the appropriate personnel for such prestigious and responsible post.

10) SCHEME OF ARRANGEMENT

As you are aware that the Board of Directors of your Company at its meetings held on July 19, 2016 have approved the composite Scheme of arrangement between Anant Raj Ltd (ARL), Anant Raj Agencies Pvt Ltd (ARAPL), Tauras Promoters and Developers Pvt Ltd (TPDPL) and Anant Raj Global Ltd (ARGL) and further on July 30, 2016 and October 27 2016 has approved minor modification in the said scheme.As per the composite scheme of arrangement, the Appointed date was 01st April, 2016.

The Companyâs application on composite scheme of arrangement provided that the Demerger of Real Estate Division of Anant Raj Agencies Private Limited (ARAPL/ Demerged Company 1/Amalgamating Company) into Tauras Promoters & Developers Private Limited (TPDPL/ Resulting Company 1) and subsequent amalgamation of remaining ARAPL with the Company and Demerger of Project Division of the Company into Anant Raj Global Limited (ARGL/ Resulting Company 2) (a WOS of the Company)

The Stock Exchanges (BSE and NSE) had given No Objection Certificate (NOC) to the Company in this regard.

The Members are informed that the Company had filed an application in respect of scheme of arrangement before the Honâble High Court of Punjab &Haryana at Chandigarh and on coming into force of Rule 3 of the Companies (Transfer of Pending Proceedings) Rules, 2016, the application was transferred to National Company Law Tribunal (NCLT), Chandigarh Bench.

The application was heard by the Honâble National Company Law Tribunal (NCLT), Chandigarh Bench and NCLT vide its order dated May 31, 2017, which issued directions for Convening of the meetings of Equity Shareholder / Secured / Unsecured Creditors of the Companies respectively, under the supervision of the Chairman appointed by NCLT, on July 29, 2017 & July 30, 2017. The meetings were duly convened as per the instructions and directions stated in the order.

The Honâble NCLT, Chandigarh vide its order dated 27th September, 2017 has noted that as per the report of Chairperson, Resolution in the meeting of secured creditors failed and hence the said Petition was rendered infructuous. However, the Court stated that the Company was at liberty to file fresh petition/application.

In this background, the board has constituted a Committee comprised of two directors, Shri Amit Sarin and Shri Amar Sarin to examine all relevant aspects of the processes of this internal reorganization and make suitable recommendation to the Board. Further, this Committee has also been empowered to appoint consultants, Corporate Professionals and other consultants / agencies to formulate scheme, carry valuation etc.

Hence, your company is in the process of finalizing the fresh scheme of arrangement.

11) CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there has been no change in the nature of business.

12) MATERIAL CHANGE AND COMMITMENT

There has been no material Change and Commitment affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

13) CREDIT RATING

The Credit rating agency, Small and Medium Enterprises Rating Agency (SMERA) had assigned the credit rating SMERA BBB (Triple B )â to the Company for its long term bank facilities.

14) LISTING OF SHARES

The Companyâs equity shares are listed with BSE Limited and National Stock Exchange of India Limited. The annual listing fee for the year 2018-19, for the both stock Exchanges, has been paid.

15) FIXED DEPOSITS

During the year under review, your Company has neither accepted nor renewed any fixed deposits from the public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

16) INSURANCE

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

17) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees or Investments, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meeting of the Board and its Power) Rules, 2014 are given in the Financial Statements of the Company for the Financial Year ended March 31, 2018.(Please refer to Note Nos. 05, 06 and 44 of the Standalone Financial Statements for the financial year ended on March 31, 2018).

18) PARTICULARS OF LOANS/ADVANCES INVESTMENTS AS REQUIRED UNDER THE LISTING REGULATIONS:

The details of related party disclosures with respect to loans/advances/investments/at the year end and maximum outstanding amount thereof during the year, as required under (Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company. (Please refer to Note Nos. 05, 06 and 44 of the Standalone Financial Statements for the financial year ended on March 31, 2018)

19) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, The Honâble NCLT, Chandigarh vide its order dated 27th September, 2017 has noted that as per the report of Chairperson, the meeting of secured creditors failed and hence the said Petition was rendered anfractuous. However, the Court stated that the Company was at liberty to file fresh petition/application.

The abovementioned Order has not impacted the going concern status and the Companyâs operations in future.

20) RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

During the financial year ended March 31st, 2018, all the contracts or arrangements or transactions that were entered into with related party as defined under the Companies Act, 2013, and Regulation 23 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were on an armâs length basis and were in the ordinary course of business. However, pursuant to Regulation 23(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee was sought for entering into related party transactions.

Further, the Company has 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. Thus, disclosure in form AOC-2 is not required. The Related Party Transactions Policy approved by the Board is available on the website of the Company i.e www.anantrajlimited.com

The Board has formulated policy on dealing with Related Party Transactions and it may be accessed at the web-link:

http://www.nseprimeir.com/z_ANANTRAJ/files/policy%20on%20related%20party%20transactions.pdf

Your Directors draw attention of the Members to Note No. 44 of the Financial Statements which sets out disclosures on related parties and transactions entered into with them during the Financial Year under review.

21) RISK MANAGEMENT POLICY

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

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

22) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance to Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Our Company has established a âVigil Mechanismâ for its Employees and Directors, enabling them to report any concerns of unethical behaviour, suspected fraud or violation of the Companyâs code of conduct.

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

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

23) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

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

24) HUMAN RESOURCES AND EMPLOYEE RELATIONS

In terms of the provision of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, a statement showing the names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits set out in the said rules is enclosed as âAnnexure-IIâ and forms part of this Report.

Further, there was no employee in the company who was in receipt of the remuneration in excess of managing director, whole Time Director and held not less than two percent of paid up equity capital of the company whether by himself or along with his spouse and dependent children.

There is an ongoing emphasis on building a progressive Human Resources culture within the Organisation. Structured initiatives to nurture talent and create working environment that fosters motivation, team-work and result orientation continue to the addressed.

Employee strength as on March 31, 2018 was 355 as compared to 309 in the Previous Year.

25) MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 enclosed as âAnnexure-IIIâ and forming part of this Report.

26) COMMITTEES OF BOARD

(i) Audit Committee

In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company has in place Audit Committee of Board of Directors, with Sh. Ambarish Chatterjee as Chairman, Shri Ashok Sarin, Shri Brajindar Mohan Singh & Shri Maneesh Gupta as members.

The terms of reference of Audit Committee are confined to new Companies Act 2013 & Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Part-C of Schedule II.

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

(ii) Stakeholderâs Relationship Committee

The Company has also formed Stakeholderâs Relationship Committee and Share Transfer Committee in compliance to the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015. The details about the composition of the said committees of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this report.

(iii) Share Transfer Committee

The Company has also formed Share Transfer Committee in compliance to the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015. The details about the composition of the said committees of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this report.

(iv) Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 (âActâ) read with Companies (Meeting of the Board and its Power) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The details of the composition of the committee along with other details are available in the Corporate Governance which is forms part of this Annual Report.

The details of the Remuneration Policy are given as âAnnexure-IVâ which forms part of this Report.

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

(v) Corporate Social Responsibility (CSR) Committee

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

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

The Company is committed to Corporate Social Responsibility.The Company during the year ended March 31, 2018, required to spend 2% of the average net profit of the Company for three immediately preceding financial years i.e. Rs. 208.46 lakhs. During the year under review, your Company as part of its CSR initiatives has spent an amount aggregating to Rs. 212.29 lakhs on the projects covered under the CSR Policy of the Company. The Company would continue its search for identifying projects which are deserving and genuine and would strive to achieve the CSR objectives. The Board ensures that cumulative unspent amount for the last years would be spent on genuine projects, in the years to come.

The company would continue its search for identifying deserving project to achieve its CSR objective set out in its policy. The details of the CSR Activities are given as âAnnexure- Vâwhich forms part of this Report.

(vi) Demerger Committee:

The board has constituted a Demerger Committee comprising of two directors, Shri Amit Sarin and Shri Amar Sarin to examine all relevant aspects of the processes of this internal restructuruing and make suitable recommendation to the Board. Further, this Committee has also been empowered to appoint consultants, Corporate Professionals and other consultants / agencies to formulate scheme, carry valuation etc.

(vii) Finance and Investment Committee

The Company has constituted the Finance and Investment Committee to monitor, consider and approve the matters relating to borrowing of funds from banks, financial institutions etc. The committee is further authorised to approve Investments of Company. The details of this committee are given on Corporate Governance Report which forms part of this report.

27) DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Financial Statements for the financial year ended March 31, 2018:

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

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

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

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

28) MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

29) CORPORATE GOVERNANCE REPORT

As per the requirement of Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a report on Corporate Governance is annexed, which forms part of this Annual Report. A certificate from Auditors confirming compliance with the conditions of the Corporate Governance is also annexed hereto.

30) PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

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

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

There were no complaint received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on March 31, 2018.

31) EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 134 (3) (a) of the Companies Act,2013 the Extract of Annual Return, for the Financial Year ended March 31, 2018, made under provisions of section 92 (3) of the Companies Act, 2013, read with rules 12 of the Companies (Management and Administration) Rules,2014, is attached as âAnnexure-VIâ which forms part of this Boardâs Report.

32) SUBSIDIARIESAND GROUP COMPANIES

Your Company has 73(Seventy Three) wholly owned subsidiaries, 19(Nineteen) step down subsidiaries and 3 (Three) companies in which the Company holds more than 50% of the total equity shareholding.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, the Company has acquired 26% of its holding in Anant Raj Projects Limited from its Joint Venture Partner Leela Trading Company. Apart from this, Company also acquired the 15% of equity in Park View Promoters Private Limited and 20% of equity in Park Land Developers Private Limited and High Land Meadows Private Limited. Hence after acquisition of equity share, these companies have become wholly owned Subsidiaries of Anant Raj Limited. Apart from above, there are no subsidiary/ Associate Companies as per the provision of Companies Act, 2013, which have become or ceased during the year under review.

The Company has laid down policy on Material subsidiary and the same is placed on the website of the Company. The said policy may be accessed at the following weblink:http:// www.nseprimeir.com/z_ANANTRAJ/files/POLICY%20 FOR%20DETERMINING%20MATERIAL%20 SUBSIDIARIES.pdf. None of the subsidiaries fall within the meaning of âMaterial Non-listed Indian Subsidiaryâ as defined in the policy adopted by the Company.

33) CONSOLIDATED FINANCIAL STATEMENTS

The consolidated Financial Statements of your company for the Financial Year 2017-18 have been prepared in accordance with the principles and procedures of Indian Accounting Standards 110 (Ind AS) as notified under the Companies (Ind As) Rules, 2015 as specified under section 133 of the Companies Act, 2013 (âthe Actâ).In compliance to Section 129 of the Act read rules made thereunder, Consolidated Financial Statements prepared on the basis of audited financial statements received from subsidiary/ associate companies as approved by their respective Boards forms part of this report.

In compliance with section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, statement containing the salient features of the financial statements of the subsidiaries, joint ventures and associate companies of the Company in form AOC-1 which forms part of the notes to the financial statements,

Pursuant to the provision of section 136 of the Act, the financial statements, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company i.e. www.anantrajlimited.com.

34) DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All the Independent Directors have given a declaration under section 149(7) of the Companies Act, 2013 they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

35) BOARD AND COMMITTEE MEETINGS

The Company has convened Four (4) meetings of the Board of Director during the Financial Year 2017-18. The Meetings were held on May 30, 2017, August 8, 2017 November 14, 2017 and February 12, 2017 (Adjourned to February 14, 2017), the gap between any two consecutive meetings was within the period as prescribed under Section 173 of the Company Act, 2013. Details of the Board and committees meetings are given in the Corporate Governance Report annexed herewith for the Financial Year ended March 31, 2018.

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

36) INDEPENDENT DIRECTORâS FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements), Requirements, 2015, yours Company had adopted a familiarisation programme for independent directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management, CSR activities etc.

Your company aims to provide its independence Directors, insight into the Company enabling them to contribute effectively.The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

The details of familiarisation program may be accessed on the Companyâs website www.anantrajlimited.com.

37) EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

As required under Section 134 (p) of the Companies Act, 2013, and regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its Committees and the performance of Independent Directors.

As required under Regulation 17(10) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board assessed the performance of the Independent Directors, individually and collectively as per the criteria laid down and on an overall assessment, the performance of independent directors was found noteworthy. The Board has therefore recommended the continuance of independent directors on the Board of the Company. Each of the Directors had evaluated the performance of the individual directors on the parameters such as qualification, knowledge, experience, Initiative, attendance, concerns for the stakeholders, leadership, team work attributes, effective interaction, Independent views and Judgement.

The Board of Directors have assessed performance of the Board as a whole and committees of the company based on the parameters which amongst other included Structure of the Board, including qualifications, experience and competency of Directors, diversity of Board and process of appointment; Meetings of Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes; functions of Board, including strategy and performance evaluation, corporate culture and value, evaluation of risks, succession plan, focus on the shareholdersâ value creation, effectiveness of Board processes, governance and compliance and meaning full communication, high governance standard, knowledge of business, openness of discussion/integrity and information and functioning and quality of relationship between the Board and management.

The members of the audit committee, nomination & remuneration committee, stakeholderâs relationship committee and Corporate Social Responsibility committee were also assessed on the above parameters and also in the context of the Committeeâs effectiveness vis-a-vis the Companies Act and Listing Regulations.

The Criteria for evaluation of the Committee of Board included mandate and composition, effectiveness of the Committee, Structure of the Committee, regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information, independence of committee form the Board, contribution to decisions of the Board, and quality of relationship of the Committee with the Board and Management.

Further, as required under Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate meeting of the independent directors was convened, whereat Independent Directors had evaluated the performance of the non- independent directors and the Board as a whole as parameters as enumerated above. They also reviewed performance of the chairman of the Company on the parameters such as effectiveness of leadership and ability to steer the meeting, impartiality, commitment and ability to keep shareholdersâ interest in mind and also assessed the quality and timeline of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The nomination and remuneration Committee & Audit Committee has also reviewed and considered the collective feedback of the whole of evaluation process.

38) INTERNAL FINANCIAL CONTROLS

The Company has in place an established internal financial control system to ensure the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operation information, compliance of various internal control and other regulatory/statutory compliances. All internal audit findings and control systems are periodically reviewed by the Audit committee of the Board of Directors, which provides by the Audit Committee of the Board of Directors which provides strategic guidance on internal control.

The Company has further strengthened its internal financial control policies and procedures to make them commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company. During the year under review, these controls were tested and no significant weakness was identified either in the design or operation of the controls.

39) GREEN INITIATIVES

Electronic copies of the Annual Report 2017-18 and the Notice of the 33rd Annual General Meeting are sent to all members whose email addresses are registered with the Company/RTA. For members who have not registered their email addresses, physical copies are sent in the permitted mode.

40) AUDITORS

i) Statutory Auditors and their Report

In Compliance with the provisions of Sections 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,2014 (including any statutory modification (s) / re-enactment (s)/ amendment(s) thereof, for the time being in the force), M/s Vinod Kumar Bindal & Co., Chartered Accountant (Firm Registration No. 003820N), were appointed as statutory auditors for a period of five consecutive years commencing from the conclusion of 32nd AGM (Annual General Meeting) held on 29th September 2017 till the conclusion of 37th AGM subject to the ratification at the Annual General Meeting in each of the subsequent years during the aforementioned term of their appointment.

However, with the Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs(âMCAâ), the first proviso to section 139 (1) of the Companies Act,2013 pertaining to the requirement of annual ratification of appointment of Auditors by Members is omitted.

Accordingly, M/s Vinod Kumar Bindal & Co., Chartered Accountants (Firm Registration No. 003820N) have furnished a certificate of their eligibility under Section 139 and 141 of the Companies Act, 2013 and the Rules framed thereunder for the appointment as Auditors of the Company. Also as required under Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The auditor report given by M/s Vinod Kumar Bindal & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements of the Company for the year ended 31st March 2018, forms part of the Annual Report. There has been no qualification, reservation or adverse remarks or any Disclaimer in their report.

REPORTING OF FRAUDS:

Pursuant to the provision of Section 143 (12) of the Companies Act, 2013 and Rules frame thereunder, that there have been no instance of fraud reported by the Auditors either to the Company or to the Central Government.

As such there is nothing to report by the Board under section 134(3)(ca) of the Companies Act, 2013.

ii) COST AUDITORS AND COST AUDIT REPORT

M/s Yogesh Gupta & Associates (Firm Registration NO. 000373) was appointed as the Cost Auditor were appointed to conduct the cost audit for the year ended 31st March, 2018.

The cost audit report issued by the Cost auditor (M/s Kabra & Associates) for the financial year ended 31st March 2017 was filed with the Registrar of Companies vide form CRA-4.

iii) SECRETARIAL AUDITORS AND SECRETARIAL REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Shambhu J. Bhikadia, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2018, is annexed herewith as âAnnexure-VIIâ.

Explanation to the observations in secretarial audit report:

The Secretarial audit report for the year 2017-18 contains an observations regarding non-appointment of Key Managerial Personnel (Chief Financial Officer). In this regard, the board wish to submit, nomination and remuneration committee is still under the process of selecting the appropriate personnel for such prestigious and responsible post

iv) INTERNAL AUDITORS

The Board of Directors of your Company appointed M/s G.K Choksi & Co. Chartered Accountants as the Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for Financial Year 2017-2018 and the reports on periodical basis submitted were place before the audit committee and Board of Directors.

41) Following policies are also ADOPTED BY THE BOARD AND ARE LINKED WITH THE WEBSITE OF COMPANT AT WWW. ANANTRAJLIMITED.COM

1. Archival Policy on Preservation of Documents of the Company. URL for the same is :http://www.nseprimeir. com/z_ANANTRAJ/Files/Archive_Policy.pdf

2. Policy on determination of materiality of the events/ information for making disclosure by the Company.

URL for the same is: http://www.nseprimeir.com/z_ ANANTRAJ/Files/disclosure_Policy.pdf\

3. Policy on preservation of records. The same may be assessed at http://www.nseprimeir.com/z_ ANANTRAJ/Files/Policy _on _Preservation _of_ Records.pdf

4. Policy on determination of material subsidiary. The same may be assessed at http://www.nseprimeir.com/z_ANANTRAJ/Files/Policy%20 for%20DETERMINING%20MATERIAL%20 SUBSIDIARIES.PDF_on _Preservation _of_ Records.pdf

5. Policy on code of conduct for the Board of Director and senior management personnel.

6. Policy on code of practices and procedures for fair disclosure of insider trading.

42) COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India during the period under review.

43) GENERAL

Your Directors state that no disclosure or reporting is respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

APPRECIATIONS AND ACKNOWLEDGEMENTS

By order of the Board of Directors

For Anant Raj Limited

Sd/-

Ashok Sarin

Place: New Delhi (DIN: 00016199)

Date: June 1, 2018 Chairman

Mar 31, 2017

DIRECTORSâ REPORT

To the Members,

The Directors take pleasure in presenting their 32nd (Thirty Second) Annual Report on the business and operations of your Company together with the audited financial statements for the year ended March 31, 2017.

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

(Rs, in lakhs)

	Standalone		Consolidated
	For the year ended For the year ended March 31, 2017 March 31, 2016		For the year ended For the year ended March 31, 2017 March 31, 2016
Sales and other income	44938.67	43345.93	49459.79 47638.15
Profit before depreciation	9757.05	9925.73	11495.17 11470.75
Depreciation	2008.03	1997.18	2738.56 2746.01
Profit before Tax and after depreciation	7749.02	7928.55	8756.61 8724.74
Provision for taxation	1724.90	2184.75	2072.99 2370.81
Profit after tax	6024.12	5743.80	6683.62 6353.93
Share of profit of an associate (net of tax)	-	-	916.13 608.89
Minority interest	-	-	107.53 (28.17)
Net Profit available for appropriation	6024.12	5743.80	7707.28 6934.65
Appropriations:
Proposed dividend	708.23	708.23	708.23 708.23
Dividend Tax	144.18	144.18	144.18 144.18
Transfer to debenture redemption reserve	-	-	-
Earnings per Share [equity share of Rs, 2]
-Basic earnings per share (in Rs,)	2.05	1.95	2.62 2.35
-Diluted earnings per share (in Rs,)	2.05	1.95	2.62 2.35
Dividend per share (in Rs,)	0.24	0.24	0.24 0.24

Notes: - The above figures are extracted from the standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS). For the purpose of transition to Ind AS, the Company has followed the guidance prescribed in Ind AS 101.

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

A. Operational and Financial Overview

The Company and its group is engaged in the business of construction and development of Residential, Commercial, Hospitality projects and IT Parks.

The Company continued to focus on execution. The Company firmly believes that it is only those developers who can execute and deliver projects will benefit from the transformational changes ushered in the real-estate sector through implementation of Real Estate (Regulation and Development) Act, 2016 (RERA). Work continued in full steam at all the projects of the Company during the year.

The RERA driven transformation of the real-estate sector is a promising shift in the industry. While there might be initial teething troubles, the Company is convinced it is undoubtedly a positive development that will improve customer demand and the overall prospects of the industry in the near and mid-terms.

In spite of challenging circumstances during the year, your Company continued to perform well. For the year under review, it posted a Standalone Net Profit After Tax of Rs, 6024.12 lakhs as compared to Rs, 5743.80 lakhs during the previous year. The Consolidated Net Profit After Tax for the year was Rs, 7707.28 lakhs as compared to Rs, 6934.65 lakhs during the previous year.

B. Future prospects and outlook of the Company

While RERA has been the most important statutory reform in the real-estate industry, the Government has also introduced other reforms that have the potential to positively impact the real-estate industry. This includes further simplification for Real Estate Investment Trusts (REIT) to invest in real-estate projects. This will further improve liquidity and make financing of existing and new projects easier. Another bold measure taken by Government during the year was demonetization, which is also expected to have numerous long-term benefits for the economy as well as the real-estate industry. Overall, the prospects of the real-estate industry are looking bright and optimistic. Developers who have a proven track-record of execution of projects and timely delivery will be able capitalize on the opportunities unfolding in the days to come.

On the consumer demand side, the consumer sentiments are expected to improve significantly on the back of RERA led reforms. With more transparency, better governance and regular monitoring of projects, customers will have renewed confidence to invest. Further, as the economy surges ahead, incomes levels are expected to rise. Benign interest rates have improved affordability across all segments of the real-estate sector. The Government''s determined focus on housing and infrastructure will further make the sector more vibrant and upbeat in the near and mid-terms.

Your Company believes it has the right mix of execution capabilities, diversified and full-paid low-cost land bank, expertise in low cost and affordable housing, rental assets as well as residential projects where construction is in full swing. The outlook for the Company remain positive and promising.

Rental and Services Receipts

The consolidated Rental and Services Receipts of your Company, during the year under review were Rs, 6223.40 lakhs as compared to Rs, 6632.24 lakhs previous year.

OPERATIONS

a) Residential:

Your Company''s main focus is on the development of the Company''s show case project Anant Raj Estate at Sector 63A, in south Gurugram, over 165 acres with a total developable area of approx. 6 million sq. ft.

The project titled as Anant Raj Estate, comprises of construction & development of Luxury Villas, Plots, Residential Flats and Independent floors. The Company has received a good response for the projects. The Company has commenced construction and development of the project and the focus of the Company would be to complete the 1st Phase of the said project in the next two years. The Anant Raj Estate project alone is expected to add '' 6,800 Crores to the Company total revenues over the next four-five years.

The construction and development of our prestigious residential projects namely "MACEO" at Sector-91, Gurugram, is in progress and the Company intends to complete the same in current financial year.

The Company has already successfully completed its low cost housing project named as "Ashray" at Neemrana, Rajasthan and handed over the 2600 units to the buyers.

b) Commercial:

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

c) IT Parks

Your Company is developing a IT SEZ with developable area of 0.6 mn. sq. ft. at Panchkula, Haryana, through a subsidiary of the Company, namely Rolling Construction Private Limited. The Second phase of project is complete and has started generating revenues.

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

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

d) Hospitality

Your Company''s Hotel Projects namely Hotel Mapple Emerald, Hotel Parkland Retreat and Hotel Parkland Exotica all are operational and generating revenues.

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

3. TRANSFER TO RESERVES

a) Transfer to Surplus from statements of Profit and Loss Account

Your Company has transferred a sum of Rs, 6024.12 lakhs to the Surplus for the financial year ended March 31, 2017.

b) Debenture Redemption Reserve

During the period under review, your Company has not transferred any sum to the Debenture Redemption Reserve.

4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of Sections 124 of the Companies Act, 2013, the Company has transferred a sum of Rs, 6,29,333/- during the financial year 2016-2017 to the investor Education and Protection Fund established by the Central Government. The said amount represents unclaimed dividend for the year 2008-09 which was lying with the Company for a period of seven year from the due date of payment. Unpaid/unclaimed dividend for the financial year ended March 31st, 2010 have become due for transfer during the month of August, 2017.

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of seven Consecutive year or more are required to transfer in the name of IEPF. The Company is in the process to transfer the shares to IEPF Authority. The shares transferred to the IEPF Authority can claimed back by the member from IEPF Authority after complying with the procedure prescribed under the Rules.

5. DIVIDEND

The Board of Directors of your Company, subject to approval of shareholders at the ensuing Annual General Meeting, has recommended a dividend @ 12% (Re. 0.24 per equity share ofRs, 2/- each) for the year ended March 31, 2017. The cash outflow on account of dividend will be Rs, 708.23 lakhs and corporate dividend tax would be Rs, 144.18 lakhs.

6. SHARE CAPITAL

The paid-up share capital as on March 31, 2017 was Rs, 59,01,92,670 divided into 29,50,96,335 equity shares of Rs, 2/- each. During the year under review, the Company has neither issued shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

i) During the Financial year ended March 31, 2017 there was no appointment and cessation of director and key managerial personnel in the Company.

ii) Re-appointment of Shri Anil Sarin as Managing Director

Shri Anil Sarin (DIN: 00016152), Managing Director of the Company, whose tenure expires on 30th December, 2017, has been re-appointed by the Board of Directors in its meeting held on August 08, 2017 for a period of five years with effect from 31st December, 2017. This re-appointment is subject to the approval of members at ensuing Annual General Meeting of the Company. Brief details as per Regulation 36(3) of SEBI (LODR) Regulations, 2015 is provided in the Notice of forthcoming 32nd Annual General Meeting. The Board recommends his re-appointment.

iii) Retirement by Rotation

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014 Sh. Amit Sarin (DIN: 00015837) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regarding Sh. Amit Sarin are provided in the Notice of the 32ndAnnual General Meeting. The Board recommends his re-appointment.

8. SCHEME OF ARRANGEMENT

As you are aware that the Board of Directors of your Company at its meetings held on July 19,2016 have approved the composite Scheme of arrangement between Anant Raj Ltd (ARL), Anant Raj Agencies Pvt Ltd (ARAPL), Tauras Promoters and Developers Pvt Ltd (TPDPL) and Anant Raj Global Ltd (ARGL) and further on July 30, 2016 has approved minor modification in the said scheme. As per the composite scheme of arrangement, the Appointed date shall be 01st April, 2016.

The Company''s application on composite scheme of arrangement provided that the Demerger of Real Estate Division of Anant Raj Agencies Private Limited (ARAPL/ Demerged Company 1/Amalgamating Company) into Tauras Promoters & Developers Private Limited (TPDPL/ Resulting Company 1) and subsequent amalgamation of remaining ARAPL with the Company and Demerger of Project Division of the Company into Anant Raj Global Limited (ARGL/ Resulting Company 2) (a WOS of the Company)

The Stock Exchanges (BSE and NSE) had given No Objection Certificate (NOC) to the Company in this regard.

The Members are informed that the Company had filed an application in respect of scheme of arrangement before the Hon''ble High Court of Punjab & Haryana at Chandigarh and on coming into force of Rule 3 of the Companies (Transfer of Pending Proceedings) Rules, 2016, the application was transferred to National Company Law Tribunal (NCLT), Chandigarh Bench.

The application was heard by the Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench and NCLT vide its order dated May 31, 2017, which issued directions for Convening of the meetings of Equity Shareholder / Secured / Unsecured Creditors of the Company, under the supervision of the Chairman appointed by NCLT, on July 29, 2017 & July 30, 2017. The meetings were duly convened as per the instructions and directions stated in the order.

The next date of hearing would be August 16, 2017. The restructuring under this scheme would enable business approach with greater focus and attention for maximization of benefits to all stakeholders and capitalize on the opportunity for the growth.

The copy of the composite scheme is available on the website of the Company i.ewww.anantrajlimited.com and websites of the Stock Exchanges.

9. APPLICABLITY OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) and Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company and its subsidiaries has adopted Indian Accounting Standards ("Ind AS") from April 01, 2016 (transition date to Ind AS is April 01, 2015) and the financial Statements have been prepared in accordance with recognition and measurement principal of Indian Accounting Standards ("Ind AS") as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the Companies Act, 2013. The Annual Accounts for the year ended March 31, 2017 have been prepared in accordance to Indian Accounting Standard (IndAS) and the figures for the year ended March 31, 2016 and April 01, 2015 have been restated in terms of IndAS.

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there has been no change in the nature of business.

11. MATERIAL CHANGE AND COMMITMENT

12.NON CONVERTIBLE DEBENTURES (NCDS)

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

Your Company, during the financial year ended March 31, 2015, had completed the redemption of entire NCD''s aggregating to Rs, 100 Crores under series-A.

The Company, on due date i.e. February 11, 2016, had redeemed 50% of NCD''s aggregating to Rs, 75 Crores (Rupees Seventy Five Crores only) out of Series B: 150 Crores as per the redemption schedule specified in the "Information Memorandum".

During the year ended 31st March, 2017, the company, on due date i.e. August 11, 2016 had redeemed the remaining 50% of NCD''s aggregating to Rs, 75 Crores (Rupees Seventy Five Crores) out of series B: 100 crores as per the redemption schedule specified in the "Information Memorandum".

With the said redemptions, the whole of the Non-Convertible Debentures under both series stand extinguished.

13. CREDIT RATING

The Credit rating agency, Credit Analysis & Research Limited ("CARE") had reaffirmed the credit rating ''CARE BBB (Triple B)'' assigned to the Company for its long term bank facilities.

14. LISTING OF SHARES

The Company''s equity shares are listed with BSE Limited and National Stock Exchange of India Limited. The annual listing fee for the year 2017-18, for the both stock Exchanges, has been paid.

15. FIXED DEPOSITS

16. INSURANCE

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

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees or Investments, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meeting of the Board and its Power) Rules, 2014 are given in the Financial Statements of the Company for the Financial Year ended March 31, 2017. (Please refer to Note Nos. 05, 06 and 44 of the Standalone Financial Statements for the financial year ended on March 31, 2017)

18. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

19. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

During the financial year ended March 31st, 2017, all the contracts or arrangements or transactions that were entered into with related party as defined under the Companies Act, 2013, and Regulation 23 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were on an arm''s length basis and were in the ordinary course of business. However, pursuant to Regulation 23(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee was sought for entering into related party transactions.

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

20. RISK MANAGEMENT POLICY

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

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance to Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Our Company has established a "Vigil Mechanism" for its Employees and Directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company''s code of conduct.

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

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

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

23. PARTICULARS OF EMPLOYEES

Further, there was no employee in the company who was in receipt of the remuneration in excess of that of managing director and held not less than two percent of paid up equity capital of the company whether by himself or along with his spouse and dependent children.

24. MANAGERIAL REMUNERATION

25. COMMITTEES OF BOARD

(i) Audit Committee

The terms of reference of Audit Committee are confined to new Companies Act 2013 & Regulation

18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Part-C of Schedule II.

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

(ii) Stakeholderâs Relationship Committee & Share Transfer Committee

The Company has also formed Stakeholder''s Relationship Committee and Share Transfer Committee in compliance to the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015. The details about the composition of the said committees of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this report.

(iii) Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 (''Act'') read with Companies (Meeting of the Board and its Power) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The details of the composition of the committee along with other details are available in the Corporate Governance which is forms part of this Annual Report.

The details of the Remuneration Policy are given as âAnnexure-IVâ which forms part of this Report.

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

(iv) Corporate Social Responsibility (CSR) Committee

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

The Company is committed to Corporate Social Responsibility. The Company during the year ended March 31, 2017, was required to spend 2% of the average net profit of the Company for three immediately preceding financial years i.e. Rs, 226.04 lakhs. During the year under review, your Company as part of its CSR initiatives has spent an amount aggregating to Rs, 122.21 lakhs on the projects covered under the CSR Policy of the Company. There is a short fall in spending the part of the CSR amount because the Company was conservative in choosing the projects which would be deserving and genuine. It was due to this reason that the Company could not expend the full budgeted figure on CSR projects in the relevant period. The Company would continue its search for identifying projects which are deserving and genuine and would strive to achieve the CSR objectives. The Board ensures that unspent amount will be spent on genuine projects, in the years to come.

(v) Finance and Investment Committee

The Company has constituted the Finance and Investment Committee to monitor, consider and approve the matters relating to borrowing of funds from banks, financial institutions etc. The committee is further authorized to approve Investments of Company. The details of this committee are given on Corporate Governance Report which forms part of this report.

26. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

28. CORPORATE GOVERNANCE REPORT

As per the requirement of Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements),

Regulations, 2015, a report on Corporate Governance is annexed, which forms part of this Report. A certificate from Auditors confirming compliance with the conditions of the Corporate Governance is also annexed hereto.

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

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

There were no complaint received from any employee during the financial year 2016-17 and hence no complaint is outstanding as on March 31, 2017.

30. EXTRACT OF ANNUAL RETURN

The extract of Annual Return, for the Financial Year ended March 31, 2017, as required under section 134(3) of the Companies Act, 2013, read with rules made there under in form MGT-9, is annexed herewith as âAnnexure-VIâ

31. SUBSIDIARIESAND GROUP COMPANIES

Your Company has 69 (Sixty Nine) wholly owned subsidiaries, 19 (Nineteen) step down subsidiaries and 7 (Seven) companies in which the Company holds more than 50% of the total equity shareholding.

However, your Board of Directors at their meeting held on 19th August, 2016, has approved the proposal to acquire the 100% stake in Advanced Buildcon Private Limited, the Company''s Step down Subsidiary. After this acquisition Advance Buildcon Private Limited has become wholly owned subsidiary of the Company.

During the year under review, your Board of Directors had approved the incorporation of wholly owned subsidiary named as Anant Raj Global Limited which was incorporated on 01st September, 2016 under the Companies Act, 2013.

Apart from above, there are no subsidiary/Associate Companies as per the provisions of Companies Act, 2013, which have become or ceased during the year under review.

The Company has laid down policy on Material subsidiary and the same is placed on the website of the Company. The said policy may be accessed at the following web-link:http:// www.nseprimeir.com/z_ANANTRAJ/files/PQLICY%20

FOR%20DETERMINING%20MATERIAL%20

SUBSIDIARIES.pdf

None of the subsidiaries fall within the meaning of "Material Non- listed Indian subsidiary" as defined in the policy adopted by the Company.

32. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated Financial Statements of your company for the Financial Year 2016-17 have been prepared in accordance with the principles and procedures of Indian Accounting Standards 110 (Ind AS) as notified under the Companies (Ind As) Rules, 2015 as specified under section 133 of the Companies Act, 2013 ("the Act"). In compliance to Section 129 of the Act read rules made there under, Consolidated Financial Statements prepared on the basis of audited financial statements received from subsidiary/ associate companies as approved by their respective Boards forms part of this report.

In compliance with section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries, joint ventures and associate companies of the Company in form AOC-1 which forms part of the notes to the financial statements.

33. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

34. BOARD AND COMMITTEE MEETINGS

The Company has convened Eight (8) meetings of the Board of Director in the Financial Year 2016-17 and the gap between any two consecutive meetings was within the period as prescribed under Section 173 of the Company Act, 2013. Details of the Board and committees meetings are given in the Corporate Governance Report annexed herewith for the Financial Year ended March 31, 2017.

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

35. INDEPENDENT DIRECTOR''S FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements), Requirements, 2015, yours Company had adopted a familiarization programme for independent directors to familiarize them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management, CSR activities etc.

Your company aims to provide its independence Directors, insight into the Company enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

The details of familiarization program may be accessed on the Company''s website www.anantrajlimited.com.

36. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

As required under Section 134(3)(p) of the Companies Act, 2013, and regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its Committees and the performance of Independent Directors.

As required under Regulation 17(10) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board assessed the performance of the Independent Directors, individually and collectively as per the criteria laid down and on an overall assessment, the performance of independent directors was found noteworthy. The Board has therefore recommended the continuance of independent directors on the Board of the Company. The Board had evaluated the performance of the independent directors on the parameters such as qualification, knowledge, experience, Initiative, attendance, concerns for the stakeholders, leadership, team work attributes, effective interaction, willing to speak up, high governance standard, integrity, relationship with management, Independent views and Judgment. Further, the Board and each of the Directors had evaluated the performance of each individual director on the basis of above criterion.

The members of the committee of audit nomination & remuneration, stakeholder''s relationship committee and Corporate Social Responsibility were also assessed on the above parameters and also in the context of the Committee''s effectiveness vis-a-vis the Companies Act and Listing Regulations.

The Board of Directors have assessed performance of the Board as a whole and committees of the company based on the parameters which amongst other included Structure of the Board, including qualifications, experience and competency of Directors, diversity of Board and process of appointment; Meetings of Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes; functions of Board, including strategy and performance evaluation, corporate culture and value, evaluation of risks, succession plan, focus on the shareholders'' value creation, effectiveness of Board processes, governance and compliance and meaning full communication, high governance standard, knowledge of business, openness of discussion/integrity and information and functioning and quality of relationship between the Board and management.

Further, as required under Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate meeting of the independent directors was convened, whereat Independent Directors had evaluated the performance of the non- independent directors and the Board as a whole as parameters as enumerated above. They also reviewed performance of the chairman of the Company on the parameters such as effectiveness of leadership and ability to steer the meeting, impartiality, commitment and ability to keep shareholders'' interest in mind and also assessed the quality and timeline of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The nomination and remuneration Committee & Audit Committee has also reviewed and considered the collective feedback of the whole of evaluation process. The Directors were satisfied with the evaluation results which reflected the overall management and effectiveness of the Board and its Committee.

37. INTERNAL FINANCIAL CONTROLS

The Company has further strengthened its internal financial control policies and procedures to make them commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company. During the year under review, these controls were tested and no significant weakness was identified either in the design or operation of the controls.

38. GREEN INITIATIVES

Electronic copies of the Annual Report 2016-17 and the Notice of the 32nd Annual General Meeting are sent to all members whose email addresses are registered with the Company/RTA. For members who have not registered their email addresses, physical copies are sent in the permitted mode.

39. FOLLOWING POLICIES ARE ALSO ADOPTED BY THE BOARD AND ARE LINKEDWITHTHEWEBSITEOFCOMPANY ATWWW.ANANTRAJLIMITED.COM

1. Archival Policy on Preservation of Documents of the Company. URL for the same is: http://www.nseprimeir. com/z_ANANTRAJ/files/Archive_Policy.pdf

2. Policy on determination of materiality of the events/ information for making disclosure by the Company. URL for the same is: http://www.nseprimeir.com/z_ ANANTRAJ/files/Policy_on_Disclosures.pdf

3. Policy on Preservation of Records. The same may be accessed at http://www.nseprimeir.com/z_ ANANTRAJ/files/Policy_on_Preservation_of_ Records.pdf

4 Policy on determination of material subsidiary. The same may be accessed at http://www. nseprimeir.com/z_ANANTRAJ/files/POLICY%20 FOR%20DETERMINING%20MATERIAL%20 SUBSIDIARIES.pdf

5 Policy on Code of Conduct for the Board of Director and Senior Management Personnel

6 Policy on Code of Practices and Procedures for fair disclosure of insider trading

40. AUDITORS

i) Statutory Auditors and their Report

Pursuant to Section 139 of Companies Act, 2013 and the Rules made there under, the Statutory Auditors of the Company M/s B. Bhushan & Co. (Firm Registration

no. 001596N) have served the company for two terms of five consecutive years before the act was notified and will be completing the maximum number of transitional period of three years at the ensuing Annual General Meeting. Accordingly, pursuant to section 139(2) of the Companies Act, 2013, they will not be eligible for re-appointment as the auditors of the Company at the ensuing Annual General Meeting. The Board of Directors places on record its appreciation of the valuable services rendered by M/s B. Bhushan & Co., as the Statutory Auditors of the Company.

Accordingly, the Audit Committee and the Board of Directors of the Company have recommended to the shareholders for the appointment of M/sVinod Kumar Bindal & Co., Chartered Accountant (Firm Registration No. 003820N), as statutory auditors for a period of five consecutive years commencing from the conclusion of 32nd AGM till the conclusion of 37th AGM pursuant to section 139 of the Companies Act, 2013. Requisite resolution regarding their appointment is included in the Notice of ensuing AGM for approval by the members.

M/s Vinod Kumar Bindal & Co., Chartered Accountants (Firm Registration No. 003820N) have furnished a certificate of their eligibility under Section 139 and 141 of the Companies Act, 2013 and the Rules framed there under for the appointment as Auditors of the Company. Also as required under Regulation 33(1)

(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

However, for the Financial Year ended March 31, 2017, the report of the auditors M/s B. Bhushan & Co., Chartered Accountants, does not have any qualifications and adverse remarks and notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for further explanations/ clarification in the Directors Report.

Pursuant to the provision of Section 143 (12) of the Companies Act, 2013 and Rules frame there under, that there have been no instance of fraud reported by the Auditors either to the Company or to the Central Government.

ii) COST AUDITORS AND COST AUDIT REPORT

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Construction Industry as per para no.

(5)(a) as specified in Schedule VI of the Companies Act, 2013 are required to be audited by the Cost Auditors.

M/s Kabra & Associates, Cost Accountant in practice conducted the audit of cost records of the Company for the financial year 2015-16 and as required, cost audit report was duly filed with the Ministry of Corporate Affairs, New Delhi within due date prescribed under the Companies (Cost Records and Audit) Rules, 2014. There were no qualification or adverse remarks in the cost audit report which require any explanation from the Board of Directors.

The audit of cost accounts of the Company for the financial year ended 31st March, 2017 was conducted by the said firm. There were no qualification or adverse remarks in the cost audit report which require any explanation from the Board of Directors. The Company would file the said report with Ministry of Corporate Affairs, New Delhi within the timeline prescribed.

Further, on the recommendation of Audit Committee, the Board has appointed M/s Yogesh Gupta & Associates, Cost Auditors Practicing Cost Accountants (Firm Registration NO. 000373) to audit the cost accounts of the Company for the Financial Year ended on March 31, 2018 on a remuneration of '' 75,000/- per annum, subject to the ratification by members at ensuing Annual General Meeting of the Company.

M/s Yogesh Gupta & Associates, has given their consent pursuant to Section 141 of the Companies Act, 2013, stating that they do not suffer from any disqualification as specified inter-alia under section 141 of the Companies Act, 2013 read with Section 148 of the Company Act, 2013 and the appointment is made within limits prescribed under Section 141(3)

(g) of the Companies Act, 2013.

iii) SECRETARIAL AUDITORS AND SECRETARIAL REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Shambhu J. Bhikadia, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2017, is annexed herewith as âAnnexure-VIIâ.

Clarification to the observations in the Secretarial Audit Report

a) The Secretarial Auditors Report for the year 2016-17 contains an observation regarding no appointment of Key Managerial Personnel (Chief Financial Officer). In this regard, the Board wish to submit that, the Company had appointed Sh.Yogesh Kumar Sharma as Chief Financial Officer (CFO) of the Company in compliance with Companies Act, 2013 read with relevant rules and regulations, but due to untimely demise of Sh. Yogesh Kumar Sharma who passed away on January 25, 2015, the office of Chief Financial Officer has remained vacant. The Company has shortlisted a few candidates for the said office and the requirement is in the final stages of completion.

b) The Secretarial Auditors Report for the year 2016-17 also contains an observation regarding short fall in the amounts to be spent in respect of CSR activities in the financial year March, 2017.

In this regard the Board submits that the Company was conservative in choosing the projects which would be deserving and genuine. It was due to this reason that the Company could not expend the full budgeted figure on CSR projects in the relevant period. The Company would continue its search for identifying projects which are deserving and genuine and would strive to achieve the CSR objectives. The Board ensures that unspent amount will be spent on genuine projects, in the years to come.

iv) INTERNAL AUDITORS

The Board of Directors of your Company has reappointed M/s G.K Choksi & Co. Chartered Accountants as the Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for Financial Year 2017-2018.

41. GENERAL

Your Directors state that no disclosure or reporting is

respect of the following items as there were no transactions

on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

APPRECIATIONS AND ACKNOWLEDGEMENTS

By order of the Board of Directors

For Anant Raj Limited

Sd/-

Place: New Delhi Ashok Sarin

Date: August 08, 2017 (DIN: 00016199)

Chairman

Mar 31, 2015

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

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

(in Crores) Standalone

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

Sales and other income 434.03 449.00

Profit before depreciation 177.35 119.31

Depreciation 21.44 11.31

Profit after depreciation 155.91 108.00

Provision for taxation 30.88 19.67

Profit after tax 125.03 88.33

Minority interest - -

net Profit available for appropriation 125.03 88.33

Appropriations:

Proposed dividend 7.08 7.08

Dividend Tax 1.42 1.20

Transfer to General Reserves 12.50 8.83

Transfer to debenture redemption reserve 100.00 93.75

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

Brought forward loss on disposal of - - subsidiaries

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

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

Earning per Share [equity share of Rs 2]

-Basic earning per share (in) 4.24 2.99

-Diluted earning per share (in) 4.24 2.99

Dividend per share (in) 0.24 0.24

Consolidated

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

Sales and other Income 490.89 503.11

Profit before Depreciation 203.91 140.27

Depreciation 28.46 15.33

Profit after Depreciation 175.45 124.94

Provision for Taxation 33.38 21.46

Profit after Tax 142.07 103.48

Minority Interest (.30) 3.10

Net Profit available for appropriation 142.37 100.38

Appropriations:

Proposed dividend 7.08 7.08

Dividend Tax 1.42 1.20

Transfer to General Reserves 12.50 8.83

Transfer to debenture redemption reserve 100.00 93.75

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

Brought toward loss on disposal of 0.36 0.80 subsidiaries

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

Balance carried over to Reserves and 895.14 876.41 Surplus Accounts

Earning per Share [equity share of Rs 2]

-Basic earning per share (in) 4.85 3.53

-Diluted earning per share (in) 4.85 3.53

Dividend per share (in) 0.24 0.24

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

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

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

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

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

Rental and Services Receipts

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

Operations

Residential:

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

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

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

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

Commercial:

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

IT Parks

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

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

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

Hospitality

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

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

3. MATERIAL CHANGE AND COMMITMENT

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

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

5. DIVIDEND

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

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

7. TRANSFER TO RESERVES

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

8. DEBENTURE REDEMPTION RESERVE

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

9. OUTSTANDING NON CONVERTIBLE DEBENTURES (NCDs)

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

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

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

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

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

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

10. CREDIT RATING

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

11. SHARE CAPITAL

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

12. LISTING OF SHARES

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

13. fixed deposits

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

14. INSURANCE

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

15. LOANS, GUARANTEES OR INVESTMENTS

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

16. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

17. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

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

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

18. RISK MANAGEMENT POLICY

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

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

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

19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

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

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

21. PARTICULARS OF EMPLOYEES

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

22. MANAGERIAL REMUNERATION

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

23. COMMITTEES OF BOARD

(i) Corporate Social Responsibility (CSR) Committee

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

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

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

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

(ii) Nomination and Remuneration Committee

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

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

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

(iii) Audit Committee

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

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

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

(iv) Stakeholder Relationship Committee & Share Transfer Committee

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

24. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

25. CORPORATE GOVERNANCE REPORT

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

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

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

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

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

27. EXTRACT OF ANNUAL RETURN

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

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

28. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

29. SUBSIDIARIES AND GROUP COMPANIES

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

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

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

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

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

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

30. CONSOLIDATED FINANCIAL STATEMENTS

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

31. DIRECTORS & KEY MANAGERIAL PERSONNEL

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

i) Retirement by Rotation

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

ii) Appointment

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

iii) Cessation of Chief Financial Officer (CFO)

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

32. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

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

33. BOARD MEETINGS

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

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

34. INDEPENDENT DIRECTOR'S FAMILIARISATION PROGRAMME

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

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

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

35. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

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

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

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

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

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

Performance evaluation of Directors:

- Attendance at Board or Committees meetings

- Contribution at Board or Committees meetings.

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

Performance evaluation of Board and Committees:

- Degree of fulfillment of key responsibilities.

- Board structure and composition.

- Establishment and delineation of responsibilities to Committees.

- Board culture and dynamics.

- Effectives of Board process, information and functioning.

- Quality of relationship between Board and Management.

- Efficacy of communication with external stakeholders.

36. INTERNAL FINANCIAL CONTROL

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

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

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

38. AUDITORS

i) Statutory Auditors and their Report

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

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

ii) Cost Auditors

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

iii) Secretarial Auditors

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

iv) Internal Auditors

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

ACKNOWLEDGEMENTS

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

By order of the Board of Directors

For Anant Raj Limited

Sd/-

Place: New Delhi Ashok Sarin

Date : August 12, 2015 Chairman

Mar 31, 2014

Dear Members,

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

Financial Results:

(Rs. in lacs)

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

Sales and other income 50,311.10 57,808.24

Profit before depreciation 14,026.73 16,253.78

Depreciation 1,532.94 1,401.10

Profit after depreciation 12,493.79 14,852.68

Provision for taxation 2,146.21 4,088.43

Profit after tax 10,347.58 10,764.25

Minority interest 309.96 (160.29)

Net Profit available for appropriation 10,037.62 10,603.96

Appropriations:

Proposed dividend 708.23 -

Dividend Tax 120.36 -

Transfer to General Reserves 883.25 1,495.65

Transfer to debenture redemption reserve 9,375.00 10,000.00

Brought forward loss on disposal of subsidiaries 79.39 23.85

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

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

Earning per Share [equity share of Rs. 2]

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

Dividend per share (in Rs.) 0.24 -

Operations

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

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

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

Rental and Services Receipts

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

Dividend

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

OPERATIONS

Residential :

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

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

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

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

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

Commercial :

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

Hospitality

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

Transfer to Reserves

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

Debenture Redemption Reserve

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

Outstanding Non Convertible Debentures (NCDs)

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

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

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

Credit Rating

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

Share Capital

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

Listing of shares

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

Fixed Deposits

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

Insurance

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

Appointment of chief Financial officer (CFO)

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

Committees of the Board of Directors :

1. Corporate Social Responsibility (CSR) Committee

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

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

2. Nomination & Remuneration Committee :

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

3. Stakeholders'' Relationship Committee

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

4. Audit Committee

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

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

5. Share Transfer Committee

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

Organisation Structure

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

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

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

Management Discussion & Analysis Report

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

Corporate Governance Report

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

Directors'' Responsibility Statement

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

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

(ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

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

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

Subsidiaries and Group Companies

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

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

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

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

Consolidated Financial Statements

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

Directors

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

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

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

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

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

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

Auditors

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

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

Cost Auditors

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

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

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

Acknowledgements

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

By order of the Board of Directors

New Delhi Ashok Sarin August 11, 2014 Chairman

Mar 31, 2013

To the Members,

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

(Rs. in lacs) Financial Results:

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

Sales and other income 57,808.24 33,242.86

Profit before depreciation 16,253.78 16,402.21

Depreciation 1,401.10 1,104.87

Profit after depreciation 14,852.68 15,297.34

Provision for taxation 4,088.43 3,959.93

Profit after tax 10,764.25 11,337.41

Minority interest (160.29) 13.67

Net Profit available for appropriation 10,603.96 11,351.08

Appropriations:

Proposed dividend - 1,180.38

Dividend Tax - 191.49

Transfer to General Reserves 1,495.65 1,092.60

Transfer to debenture redemption reserve 10,000.00 13,125.00

Brought forward loss on disposal of subsidiaries 23.85 -

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

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

Earning per Share [equity share of Rs. 2]

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

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

Dividend per share (in Rs.) - 0.40

OPERATIONS

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

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

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

Rental and Services Receipts

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

Dividend

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

Change in Name

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

Change in Registered Office

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

Land Acquisition

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

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

RESIDENTIAL

Group Housing :

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

Villas, Floors & Plots

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

Affordable Housing :

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

Madelia

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

Maceo

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

COMMERCIAL

Commercial Project

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

IT SEZ, Rai

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

IT Park, Panchkula

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

IT Park, Manesar

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

HOSPITALITY

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

Dhumaspur Resort

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

RETAIL

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

Transfer to Reserves

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

Debenture Redemption Reserve

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

Redemption of Non Convertible Debentures (NCDs)

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

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

Outstanding Non Convertible Debentures (NCDs)

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

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

Credit Rating

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

Share Capital

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

Listing of Shares

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

Fixed Deposits

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

Insurance

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

Organisation Structure

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

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

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

Management Discussion & Analysis Report

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

Corporate Governance Report

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

Directors'' Responsibility Statement

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

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

(ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

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

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

Subsidiaries and Group Companies

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

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

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

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

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

Consolidated Financial Statements

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

Directors

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

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

Auditors

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

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

Cost Compliance Report

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

Acknowledgements

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

By order of the Board of Directors

New Delhi Ashok Sarin

August 05, 2013 Chairman

Mar 31, 2012

The Directors take pleasure in presenting the Twenty Seventh Annual Report of the Company together with the Consolidated audited accounts for the year ended March 31, 2012.

Financial Results:

Particulars For the year ended For the year ended March 31, 2012 March 31, 2011 (Rs. in lacs) (Rs. in lacs)

Sales and other income 33,187.72 45,296.01

Profit before depreciation 16,402.21 24,339.19

Depreciation 1,104.87 1,346.62

Profit after depreciation 15,297.34 22,992.57

Provision for taxation 3,959.93 6,208.92

Profit after tax 11,337.41 16,783.65

Minority interest 13.67 24.02

Net Profit available for appropriation 11,351.08 16,807.67

Appropriations:

Proposed dividend 1,180.38 1,770.58

Dividend Tax 191.49 287.23

Transfer to General Reserves 1,092.60 1,674.69

Transfer to debenture redemption reserve 13,125.00 -

Balance at the beginning of the year of Reserves and Surplus Accounts 93,923.99 80,848.82

Balance carried over to Reserves and Surplus Accounts 89,685.60 93,923.99

Earning per Share [equity share of Rs. 2]

-Basic earning per share (in Rs.) 3.85 5.70

-Diluted earning per share (in Rs.) 3.85 5.70

Dividend per share (in Rs.) 0.40 0.60

Operations

As you are aware your Company had reorganized its business by merging the group companies carrying on construction and development business with it self. The Company thus has evolved from the tile manufacturing company to a company having main focus on Construction & Development. The Tile Manufacturing has since been discontinued and the Company is developing Residential Projects, IT Parks, SEZ, Commercial and & Hospitality Projects.

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

Your Company, during the year under review, has posted Consolidated Net Profit After tax of Rs. 11337.41 Lacs as compared to Rs. 16783.65Lacs during the previous year.

Your Company, during the year under review, has posted Standalone Net Profit After tax of Rs. 10926.02 Lacs as compared to Rs. 16746.92 Lacs during the previous year. The Profit has been impacted due to the discontinuation of a development at one of its projects due to a notification issued by the Municipal Authority requiring certain permissions to be obtained to undertake and carry on construction works at the Project Site, which notification had the effect of overriding an earlier notification pursuant whereto construction had been undertaken at the Project Site. The company had made part sales of the Project in previous years, and accordingly, the turnover for the year of Rs. 448.48 crores has been reduced by reversal of turnover of Rs. 115.34 crores accounted from the Project during previous year and also the Profit before tax for the year of Rs. 207.45 crores has been reduced by reversal of Profit of Rs. 59.21 crores earned from the Project in previous year.

Tile Division

The rising fuel costs has made the Ceramic Tile manufacturing activity unviable at the current location, and the production operations at the plant of the Company were discontinued during the year. The Company is considering setting up the plant, including relocating appropriate equipment from the current location, to another suitable location. The Company is solely concentrating on its Construction and Development activities.

Rental Income

The Rental Income of your Company has been increased from Rs. 76.05 Crores to Rs. 86.69 Crores this year.

Land Acquisition

Your Company, during the last 24 months has purchased approximately 225 Acres of land in Gurgaon, Manesar, Sonepat in Haryana, Delhi, and Neemrana, Rajasthan with developable area of 13.1 Million Sq. ft.. Total acquisition cost of the land is around Rs. 900 Crores.

The new land acquisition has created strong pipeline for additional residential development for next 4 years.

Projects launched during the year

Residential

During the year under review, your Company launched the following residential projects:

Name of Location Saleable No. of Project Area Flats/Plots/ Land Floor / Villas (in Acres)

Anant Raj Neemrana, 1.8 Mn 2600 18 Aashray Rajasthan Sq. ft

Anant Raj Gurgaon 96.634 Estates

Plotted 123220 522 Development Sq. Mtr

Independent 14007 147 Floors Sq. Mtr

Villas 45106 138 Sq. Mtr.

Projects completed during the year

Retail

Your Company through its Subsidiary, M/s Anant Raj Projects Limited, has constructed and developed a commercial mall "Moments" at Kirti Nagar, Near Metro Station in West Delhi having leasable area 0.75 mm Sq. ft. The project is fully operational and generating revenues.

Hospitality

During the year your Company's one more hospitality project Hotel Tricolor now known as Regenta Hotel and Convention Centre became operational. The hotel has been let out to Royal Orchid Hotels Limited and generating revenues.

Projects under development

Commercial

Your Company is developing IT SEZ with developable area of 2.1 Mn.Sq.Feet at Rai, Sonepat which is expected to be completed by March, 2013.

Another IT Park with developable area 0.6 Mn.Sq.Feet at Panchkula, Haryana is expected to be completed by March 2013. The project is being developed through subsidiary of your Company, M/s Rolling Construction Pvt Ltd in joint venture with Monsoon Capital, USA.

Dividend

The Board of Directors, subject to approval of shareholders at the ensuing Annual General Meeting, has recommended a dividend @ 20% (Rs. 0.40 per equity share of Rs. 2/- each) for the year ended March 31, 2012. The cash outflow on account of dividend will be Rs. 1180.38 lacs and Corporate dividend tax would be Rs. 191.49 lacs.

Issue of Securities

The Company, during the year under review, issued and allotted 2500 (Two Thousand Five Hundred ) Secured Listed Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each aggregating to Rs. 250 Crores on private placement basis.

Postal Ballot

The Shareholders of the Company through Postal Ballot, the results whereof were declared on August 9, 2012 have approved the following with requisite majority :

i) Alteration in Main Objects of the Memorandum of Association of the Company by including new objects as Clause nos. 1 to 5 and renumbering the existing Clauses as Clause nos. 6 to 9.

ii) Alteration of Incidental & Ancillary Objects of the Memorandum of Association of the company by inclusion of clause nos. 28 to 33.

iii) Shifting of Registered Office of the Company from Village Bhudla, PO Sangwari, Dist. Rewari, Haryana to Plot No. CP-1, Sector-8, IMT Manesar, Haryana 122 051.

Transfer to Reserves

In accordance with the statutory provisions, your Company has transferred a sum of Rs. 1092.60 lacs to the General

Reserve.

Debenture Redemption Reserve In accordance with the statutory provisions, your Company has transferred a sum of Rs. 13125.00 lacs to the Debenture Redemption Reserve.

Credit Rating

Your Company has been granted "CARE A -"(Single A Minus) rating to the aforesaid issue of Non- Convertible Debentures by CARE (Credit Analysis Research Limited).

Share Capital

The paid-up share capital as on March 31, 2012 was Rs. 59,01,92,670 divided into 29,50,96,335 equity shares of Rs. 2/- each. There has been no increase in the paid-up share capital of the Company during the year.

Listing of Shares

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

Fixed Deposits

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

Insurance

The Company's properties including Building, Plant and

Machinery, Stocks, Stores, etc., have been adequately insured against major risks.

Organisation Structure

During the financial year ended 31st March 2012, there has not been any major change in the organization structure of the Company. Your Company continues to be governed by its Board of Directors under the day to day control and management being exercised by the Managing Director and the Chief Executive Officer of the Company.

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

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

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

Directors' Responsibility Statement The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the audited annual accounts for the financial year ended March 31, 2012:

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

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year ended on that date;

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

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

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

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

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

Consolidated Financial statements

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

Directors

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

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

Auditors

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

Acknowledgements

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

By order of the Board of Directors

New Delhi Ashok Sarin

August 14, 2012 Chairman

Mar 31, 2011

To the Members,

The Directors take pleasure in presenting the Twenty Sixth Annual Report of the Company together with the Consolidated audited accounts for the year ended March 31, 2011.

Financial Results

Particulars For the year ended For the year ended March 31, 2011 March 31, 2010 (Rs.inlacs) (Rs.inlacs)

Sales and other income 45296.02 36299.14

Profit before depreciation 24344.45 30698.72

Depreciation 1346.62 1068.37

Profit after depreciation 22997.83 29630.35

Provision for taxation 6214.19 5805.44

Profit after tax 16783.65 23824.91

Appropriations

Proposed dividend 1770.58 1770.58

Dividend Tax 287.23 294.07

Transfer to General Reserves 1674.69 2371.67

Balance carried over to Reserves and Surplus Account 93721.50 80850.68

Earning per Share [equity share of Rs.2]

-Basic earning per share (in Rs.) 5.70 8.07

-Diluted earning per share(in Rs.) 5.70 7.89

Dividend per share (in Rs.) 0.60 0.60

Operations

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

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

Your Company during the year under review, has posted Consolidated Net Profit After tax of Rs. 16783.65 Lacs as compared to Rs. 23824.91 Lacs during the previous year.

Your Company during the year under review, has posted Standalone Net Profit After tax of Rs. 16746.93 Lacs as compared to Rs. 23716.70 Lacs during the previous year.

Tile Division

With the restructuring of the Group since 2005, your CompanyÃs main focus is on Infrastructure and Development such as IT Parks, Hospitality, Housing Projects & Commercials Complexes, etc. Tile manufacturing business has become insignificant. Your managment is exploring various possiblities for this business including re-establishing, re-location of tile manufacturing facility.

Rental Income

Rental Income of your Company has been increased from Rs. 49 Crores to Rs. 76 Crores this year

Land Acqusition

Your Company, during the year has purchased approximately 218 Acres of land in Gurgaon, Manesar, Sonepat in Haryana, Delhi, and Neemrana, Rajasthan with developable area 10.70 Mn. Sq. Feet and 2.80 lac Sq. Yards for plotted Development. Total acquisition cost of the land is around Rs. 837 Crores.

The new land acquisition has created strong pipeline for additional residential development for next 4 years.

Projects launched during the year

Residential

During the year under review your Company has launched the following residential projects :

Name of Location No. of Expected Land Area Project Flats realization in Acres (Rs in Crores)

DEL-37 Kapashera 112 175 2.95

Madelia Manesar 670 360 12.45

Maceo Gurgaon 770 400 15.50

Projects DEL-37 & Madelia have been fully sold out during the year. Projects completed during the year

Retail

Your Company through its Subsidiary, M/s Anant Raj Projects Limited, has constructed and developed a commercial mall ÃMomentsÃ at Kirti Nagar in West Delhi having leasable area 6 lac Sq.Ft. The project has been fully completed and operational and will generate rental incomes from the current financial year. Project is adjacent to Metro Station, Kirti Nagar, New Delhi.

Hospitality

Your Company's hospitality projects named "Park Land Exotica", "Park Land Retreat ", ÃHotel MappleÃ is already operational and generating revenues.

Your Company's hospitality project Hotel Tricolor is fully completed and leased out to Orchid Hotels Limited and will be generating revenues from current year.

Projects under development

Commercial

Your Company is developing IT SEZ with developable area 2.1 Mn.Sq.Feet at Rai, Sonepat which is expected to be completed by March, 2012

IT Park with developable area 0.6 Mn.Sq.Feet at Panchkula, Haryana expected to be completed by March 2013. The project is being developed through subsidiary of your Company, M/s Rolling Construction Pvt Ltd in joint venture with Monsoon Capital, USA.

Projects in pipeline

a) Residential-

Location No. of Flats Project to be Saleable Area launched

Neemrana 2840 July, 2011

Rai, Sonepat 500 January, 2012

Gurgaon Plotted Dev. 2,80,320 Sq. Yds October, 2011

Group Housing 3.93 Mn. Sq. Feet April, 2012

Manesar Industrial Park 0.57 Mn. Sq. Feet April, 2013

Location Project To be Land Area completed in Acres

Neemrana September, 2013 18

Rai, Sonepat March, 2014 10

Gurgaon Plotted Dev. March, 2014 106

Group Housing March, 2015 43

Manesar Industrial Park March, 2015 7.40

b) Commercial -

Location Land / Area Saleable Area

Resorts at Dhumaspur 10.00 Acres 0.65 Mn. Sq. Feet

Commercial at 11.35 Acres 1.00 Mn. Sq. Feet Gurgaon

Industrial Park Manesar (75 Acres)

Industrial Plots 33.50 Acres 135608 Sq. Yds.

Commercial 3 Acres 0.23 Mn. Sq. Feet

Location Project To be completed

Resorts at Dhumaspur March, 2015

Commercial at March, 2015 Gurgaon

Industrial Park Manesar

Industrial Plots March, 2015

Commercial March, 2015

Dividend

The Board of Directors, subject to approval of shareholders at the ensuing Annual General Meeting, has recommended a dividend @ 30% (Rs. 0.60 per equity share of Rs. 2/- each) for the year ended March 31, 2011. The cash outflow on account of dividend will be Rs. 1770.58 lacs and Corporate dividend tax would be Rs. 287.23 lacs.

Issue of Securities

The Company, during the year under review, issued and allotted 1750 (One Thousand Seven Hundred Fifty) Secured Listed Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each agreegating to Rs. 175 Crores on private placement basis.

Forfeiture of Warrants

The holder of 2,00,00,000 (Two Crores) Fully Convertible Warrants issued by the Company during the year ended March 31, 2010 had not exercised their option to convert the same into equity till last date of exercise of option i.e. January 9, 2011 and hence the amount received as application money on account of share warrants amounting to Rs. 43,50,00,000/- was forfeited in terms of SEBI (ICDR) Regulations.

Transfer to Reserves

In accordance, with the statutory provisions, your Company has transferred a sum of Rs. 1674.69 lacs to the General Revenue.

Credit Rating

Your Company has been granted ÃCARE A - (SINGLE A MINUS)Ã rating to the aforesaid issue of non-convertible Debentures by CARE (Credit Analysis Research Limited)

Share Capital

The paid-up share capital as on March 31, 2011 was Rs. 59,01,92,670 divided into 29,50,96,335 equity shares of Rs. 2/- each. There has been no increase in the paid-up share capital of the Company during the year.

Listing of Shares

The CompanyÃs equity shares are listed at Bombay Stock Exchange & National Stock Exchange and GDRs are listed at Luxembourg Stock Exchange. The listing fee for the year under review has been paid to the Stock Exchanges.

Fixed Deposits

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

Insurance

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

Organisation Structure

During the financial year ended 31st March 2011, there has not been any major change in the organization structure of the Company. Your Company continues to be governed by its Board of Directors under the day to day control and management being exercised by the Managing Director and the Chief Executive Officer of the Company.

Statement Pursuant to Section 217(1)e and Section 217(2A) of the Companies Act, 1956 A statement pursuant to Section 217(e) and Section 217(2A) of The Companies Act, 1956, read with

Companies (Disclosure of Particulars in report of Board of Directors) annexed hereto and forms part of the DirectorÃs Report.

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

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

Directors Responsibility Statement The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the audited annual accounts for the financial year ended March 31, 2011:

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

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

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

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

Subsidiaries and Group Companies The Ministry of Corporate Affairs vide its General circular No. 2/2011, dated February 08, 2011 has granted a general exemption under Section 212(8) of the Act to all the Companies from annexing the annual accounts and other statements of subsidiary companies with the annual report of the holding company.

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

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

Directors

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

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

Auditors

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

Acknowledgements

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

By order of the Board of Directors

Ashok Sarin Chairman

New Delhi July 11, 2011

Mar 31, 2010

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

Financial Results

Particulars Standalone Consolidated Rs. in lacs Rs. in lacs

Sales and other income 33488.01 33971.48

Profit before depreciation 30450.98 30698.72

Depreciation 1064.80 1068.37

Profit after depreciation 29386.18 29630.35

Provision for taxation 5669.48 5805.44

Profit after tax 23716.70 23824.91

Appropriations:

Proposed dividend 1770.58 1770.58

Dividend Tax 294.07 294.07

Transfer to General Reserves 2371.67 2371.67

Balance carried over to Reserves and Surplus Account 96383.81 80850.68

Earning per Share [equity share of Rs. 2]

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

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

Dividend per share (in Rs.) 0.60 0.60

Operations

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

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

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

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

Tile Division

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

Construction - Commerical - Retail

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

Construction - IT Parks

IT Park Manesar

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

IT SEZ Rai, Sonepat

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

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

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

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

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

Construction- Hospitality

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

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

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

Construction - Housing

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

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

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

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

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

Dividend

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

Issue of Securities

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

Share Capital

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

Fixed Deposits

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

Insurance

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

Organisation Structure

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

Management Discussion & Analysis Report

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

Corporate Governance Report

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

Directors Responsibility Statement

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

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

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

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

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

Subsidiaries and Group Companies

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

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

Directors

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

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

Auditors

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

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

Acknowledgements

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

By order of the Board of Directors

New Delhi Ashok Sarin

June 19, 2010 Chairman

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