Directors Report of Ansal Housing Ltd.

Mar 31, 2025

The Directors of your Company have immense pleasure in presenting the 41^st Board Report on the Company''s business and operations, together
with the Audited Statement of Accounts for the financial year ended 31^st March, 2025. Consolidated performance of the Company and its
subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, (Listing Regulations), the Company has prepared its standalone and consolidated financial statements as per IND-AS for the financial year
2024-25. Your company''s performance on standalone and consolidated basis during the year as compared with that of the previous year is
summarised as under:

(Figures in '' Lakhs)

Particulars		STANDALONE				CONSOLIDATED
		2024-25		2023-24		2024-25		2023-24
1.	Total Revenue		38398.83		38935.26		46398.89		46920.42
	Less:
	Total expenses excluding depreciation and finance cost	34611.84		31728.06		42614.96		39609.47
	Depreciation	138.89		152.14		157.41		168.13
	Finance Cost	3034.18	37784.91	6569.39	38449.59	3111.67	45884.04	6688.20	46465.80
2	Profit/(Loss) before exceptional items		613.92		485.67		514.85		454.62
	Exceptional Items- Income / (Expenses)		6058.68		47.66		6042.03		549.25
3	Net Profit/(Loss) After Exceptional Items and before Tax		6672.60		533.33		6556.88		1003.87
	Less:
	-Provision for Tax		4758.67		157.92		4747.38		210.63
4	Net Profit/(Loss) After Tax but before prior period items		1913.93		375.41		1809.50		793.24
	Less:
	-Tax Provisions for earlier years		-		-		-		-
5	Net Profit/(Loss) after Tax and prior period items		1913.93		375.41		1809.50		793.24
	Add :
	Other Comprehensive Income		(22.10)		(86.38)		(28.56)		(100.60)
6	Net Profit/(Loss) after Comprehensive Income		1891.83		289.03		1780.94		692.64
7	EPS (Basic & Diluted)		2.75		0.54		2.60		1.14

FINANCIAL AND OPERATIONAL REVIEW

The Company''s business continues to exhibit
robust performance. During the financial year
2024-25, the net revenue for the standalone
entity has slightly decreased to 38398.83
Lakhs from 38935.26 Lakhs in the previous
year showing a slight decrease of around 1%
and the earnings before interest, tax,
depreciation and amortization (EBITDA)
decreased to 3786.99 Lakhs from 7207.21
Lakhs in the previous financial year. The profit
after tax has gone up to 1913.93 Lakhs for the
year under review as against the profit after
tax of 375.41 Lakhs for the previous financial
year. In line with the above, the consolidated
total revenue stood at 46398.89 Lakhs during
the Financial Year 2024-25 against revenue of
46920.42 Lakhs in the previous year. Net
Consolidated profit from ordinary activities
after tax for the Financial Year 2024-25 went
up to 1809.50 Lakhs against the net profit after
tax of 793.24 Lakhs in the Previous Year.
During the financial year under review your
Company has been able to gear up its
construction activities at almost all its project
sites and has been able to shorten the delays
which took place during pandemic. While
business cycles were affected in the financial
years affected by the pandemic due to buyers
holding back purchases in anticipation of
regulatory changes, there has been
substantial improvement in the bookings,
sales and collections during the year under
review and the same trend has been
continuing in the current financial year too.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of
business of the Company during the period
under review.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any

amount to the reserves.

DIVIDEND

In view of the business requirements of the
Company, the Board of Directors of the
Company has not recommended any dividend
for financial year 2024-25.

TRANSFER OF AMOUNT TO INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the
Companies Act, 2013 read with the Investor
Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund)
Rules, 2016 ("IEPF Rulesâ), all unpaid or
unclaimed dividends are required to be
transferred by the Company to IEPF, after the
completion of seven years. Further, according
to the IEPF Rules, the shares on which
dividend has not been paid or claimed by the
shareholders for seven consecutive years or
more shall also be transferred to IEPF.

During the year under review, the Company
had transferred an amount of Unclaimed
matured deposits and interest thereon of Rs.
14,56,026/- to Investor Education and
Protection Fund (IEPF) Authority. Based on the
Company''s records, no unpaid or unclaimed
dividend is required to be deposited to the
Investor Education and Protection Fund
during the financial year 2024-25 as no unpaid
dividend is lying with the Company which is
due for transfer to the Investor Education and
Protection Fund.

Those members whose dividend and/or
shares have been transferred to IEPF Authority
are advised and requested to follow the
procedure specified by IEPF Authority for
claiming their dividend/shares, or may write
to MUFG Intime India Private Limited
(Formerly known as Link Intime India Private
Limited), Registrar & Share Transfer Agent
(RTA) of the Company.

FIXED DEPOSITS

The Company had been inviting/accepting
and renewing deposits from the public and
its shareholders for past many years in
accordance with the provisions of the
Companies Act, 1956/2013 read with the
Companies (Acceptance of Deposits), Rules,
1975/2014. However, the Company stopped
accepting/renewing public deposits with
effect from 1^st April, 2016 in view of nonÂ¬
availability of deposit insurance which was a
mandatory condition for acceptance/renewal
of deposits. The Company owed a principal
amount of 99.50 crores towards the public
depositors when it stopped taking/renewing
further deposits on 1^st April, 2016.

However, vide its Order dated 21^st September,
2022, the Hon''ble NCLT declined to extend
the scheme of repayment of fixed deposits as
requested by the Company and directed it to
release payment to the depositors in
accordance with its previous Orders dated 15^thNovember, 2018 and 11^th July, 2019.
Consequent to the above order of the Hon''ble
Tribunal, the Company has released
outstanding principal amount of fixed
deposits along with interest/future interest to
all the depositors (except unclaimed deposits
which are being transferred to IEPF in
accordance with the law) through quarterly
post-dated cheques. As on 31st March, 2025,
there are only unclaimed deposits and the
outstanding amount other than unclaimed is
Nil.

The details relating to the deposits as required
by Rule 8(5)(v) of the Companies (Accounts)
Rules, 2014 are given below:

1.	Deposits accepted during the year 2024-25	Nil
2.	Deposits remained	Unpaid -
	unpaid or unclaimed as	Nil
	at 31.03.2025	Unclaimed - '' 6.86 Crores
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year 2024-25 and if so, number of such cases and the total amount involved-
	(i) at the beginning of the year;	'' 12.90 Crores
	(ii) maximum during the year;	'' 12.90 Crores
	(iii) at the end of the year;	'' 6.86 Crores
4.	The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	NA

SHARE CAPITAL

The issued, subscribed and paid-up equity

share capital of the Company as on 31^st March,
2025 stood at '' 6963.58 lakhs.

SERVICE OF DOCUMENTS THROUGH
ELECTRONIC MODE

In furtherance of the Green Initiative in
Corporate Governance announced by the
Ministry of Corporate Affairs, the Company
had in past requested the shareholders to
register their email addresses with the
Registrar & Share Transfer Agent/Company
for receiving the reports, accounts and notices
etc. in electronic mode. However, some of the
shareholders have not yet registered their eÂ¬
mail IDs with the Company. Shareholders who
have not yet registered their email addresses
are once again requested to register the same
with the Company by sending their requests
to [email protected]. Further, Ministry of
Corporate Affairs vide General Circulars No.
20/2020 dated 05^th May, 2020, 02/2021 dated
13^th January, 2021, 02/2022 dated 5^th May,
2022, 11/2022 dated 28^th December 2022,
Circular No. 09/2023 dated 25^th September,
2023 and Circular No.09/2024 dated 19^thSeptember, 2024 and SEBI vide Circulars No.
SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated
12^th May, 2020, SEBI/HO/CFD/CMD2/CIR/P/
2021/11 dated 15^th January, 2021, SEBI/HO/
CFD/CMD2/CIR/P/2022/62 dated 13^th May
2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4
dated 05^th January, 2023, SEBI/HO/CFD/CFD-
PoD-2/P/CIR/2023/167 dated 07^th October,
2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/
2024/133 dated 03^,d October, 2024 have
granted exemption to all the Companies from
dispatching physical copies of Notices and
Annual Reports to Shareholders. It is always
advisable to all the shareholders to keep their
email ids registered/ updated with the
Company in order to receive important
communication/information on time.
SUBSIDIARY. ASSOCIATE AND JOINT
VENTURE COMPANIES
As on 31^st March, 2025, your Company had
17 Subsidiaries and 1 Associate Company, the
details whereof are set out at appropriate
place in the Annual Report. M/s. Geo Connect
Limited is unlisted material subsidiary
Company within the meaning of Regulation
16(c) and 24 of SEBI Listing Regulations. Mrs.
Iqneet Kaur, Independent Director of the
Company has been appointed as Director on
the Board of the above-mentioned unlisted
material subsidiary. During the year M/s
Oriane Developers Private Limited cease to be
the material subsidiary of the Company based
on the financial statements as on 31^st March,
2024.

Pursuant to provisions of section 129(3) of the
Act, a statement containing salient features
of the financial statements of the Company''s

subsidiaries in Form AOC-1 is attached to the
financial statements of the Company. In
accordance with third proviso to Section
136(1) of the Companies Act, 2013, the Annual
Report of your Company, containing inter alia
the audited standalone and consolidated
financial statements, has been placed on the
website of the Company at www.ansals.com
and may be accessed at https://
www.ansals.com/page/financial results.
Further, audited financial statements together
with related information and other reports of
each of the subsidiary companies have also
been placed on the website of the Company
at www.ansals.com and may be accessed at
https://www.ansals.com/page/financial subsidiary.
Further, highlights of performance of
subsidiaries, associates and joint venture
companies and their contribution to the
overall performance of the Company can be
referred to in Form AOC-1 as well as
Consolidated Financial Statements, which
form part of this Annual Report.

AWARD OF ISO 9001: 2015

Your Company continues to enjoy the

privilege of ISO 9001:2015 Certification
granted to it on 17^th April, 2023 through well-
known certification agency "DNV GL -
Business Assurance". The Management
System Certificate is valid till 15^th April, 2026.
It will be the constant endeavour of the
management to continuously stress on
systems/quality for ultimate delivery of its
products.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management Discussion and Analysis
Report, as required under Regulation 34 read
with Schedule V of the SEBI Listing
Regulations, is presented in a separate
section, forming part of the Annual Report.
CORPORATE GOVERNANCE
Your Company believes in adopting best
practices of corporate governance. Corporate
governance principles are enshrined in the
spirit of Ansal Housing Ltd., which form the
core values of the Company. These guiding
principles are also articulated through the
Company''s code of business conduct,
corporate governance guidelines and
disclosure policy. Pursuant to the Regulation
34 of the Listing Regulations, a separate
section on corporate governance practices
followed by your Company, together with a
certificate from M/s. Parveen Rastogi & Co.,
Company Secretary in Practice, on compliance
with corporate governance norms under the
Listing Regulations, has been annexed as part
of this Report.

CHANGES IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL

During the Financial Year 2024-25, there were
no changes in the Board of Directors and Key
Managerial Personnel ("KMPsâ) of the
Company:

In accordance with the provisions of section
152 of Companies Act, 2013, Mr. Rajendra
Sharma, Director of the Company is liable to
retire by rotation at the ensuing Annual
General Meeting and being eligible, offers
himself for re-appointment.

As on 31^st March, 2025, the composition of
board was as given hereunder:

DIN	Designation	Date of Appointment
Mr. Kushagr Ansal*	01216563	Managing Director & CEO	26.08.2006
Mrs. Iqneet Kaur	05272760	Non-Executive Independent Director	29.07.2020
Mr. Bal Kishan Sharma	09675600	Non-Executive Independent Director	09.08.2022
Mr. Rajendra Sharma	10568459	Non-Executive Director	30.03.2024

*Mr. Kushagr Ansal was re-designated as the Managing Director & CEO of the Company effective from 01^st October, 2024.

DECLARATION BY INDEPENDENT
DIRECTORS

In the first Board Meeting held for the
Financial Year 2024-25, all the Independent
Directors of the Company furnished to the
Company a declaration to the effect that they
meet the criteria of independence as provided
in Sub-section 6 of Section 149 of Companies
Act, 2013 and Regulation 16(1 )(b) and 25(8)
of the SEBI Listing Regulations. They have also
furnished their respective declarations in
pursuant to Rule 6(1) and (2) of Companies
(Appointment & Qualifications of Directors)
Rules, 2014 with respect to their registration
on the website of Indian Institute of Corporate
Affairs and payment of membership fee.
Further, the Board is of the opinion that the
Independent Directors of the Company
uphold the highest standards of integrity and
possess the requisite expertise and experience
required to fulfil their duties as Independent
Directors.

CONFIRMATION BY DIRECTORS

REGARDING_DIRECTORSHIP(s)/

COMMITTEE POSITION(S)

Based on the disclosures received, number of
Directorship(s), Committee Membership(s),
and Chairmanship(s) of all the Directors are
within respective limits prescribed under the
Act and SEBI Listing Regulations. Further,
none of the Executive Directors of the
Company served as an Independent Director
in any other listed company. Necessary
disclosures regarding Committee positions in
other public companies as on 31^st March 2025,
have been made by the Directors and
reported in the Corporate Governance Report
which forms part of the Annual Report.
NOMINATION AND REMUNERATION
POLICY

Pursuant to the provisions of Section 178 of
the Companies Act, 2013 and Regulation 19
of SEBI (LODR) Regulations, 2015, your
Company has formulated the Nomination and
Remuneration Policy for its Directors, Key
Managerial Personnel (KMP) and Senior
Management (SMs). The Policy sets out the
guiding principles for Nomination and
Remuneration Committee of the Company for
recommending to the Board the appointment
and remuneration of the Director(s), KMP(s)
and SM(s).

The Nomination and Remuneration
Committee shall identify and ascertain the
integrity, qualification and positive attributes,
expertise and experience of the person for
appointment of Director(s), KMP(s) and SM(s)
and recommend to the Board their
appointment based upon the need of the
Company. The policy is available at the
website of the Company at
https://www.ansals.mm/panp/nnminatinn remuneration policy.
CORPORATE SOCIAL RESPONSIBILITY
(CSR)

During the year 2024-25, no expenditure was
made by the Company towards Corporate
Social Responsibility due to prevailing
downfall in the Real Estate Sector as a
consequence of which the average net profit
in accordance of Section 135 of the
Companies Act, 2013 is negative for the
Financial Year under review.

The details about the policy developed and
implemented by the Company on Corporate
Social Responsibility are given in the
"Annexure-Iâ forming part of this report as
specified under the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The
Policy has been disclosed on the website of
the Company.

RISK MANAGEMENT POLICY

The Company has its Risk Management Policy
which is reviewed by the Board of Directors
of the Company and the Audit Committee of

Directors from time to time so that
management controls the risk through a
structured network. Head of Departments are
responsible for implementation of the risk
management system as may be applicable to
their respective areas of functioning and
report to the Board and the Audit Committee
about the events of material significance.
The main objective of this 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 objectives, the policy
establishes a structured and methodical
approach to risk management, in order to
guide decisions on risk related issues.

In today''s turbulent and competitive
environment, strategies for mitigating
inherent risks are imperative for triggering the
growth graph of the Company. The common
risks inter alia are: Hazard risk, Regulatory
risks, Competition, Business risk, Technology
Obsolescence, Investments, Retention of
talent and Expansion of facilities etc. Business
risk, inter-alia, further includes financial risk,
political risk, fidelity risk and legal risk etc.
As a matter of policy, these risks are assessed
and appropriate steps are taken to allay the
same so that the element of risk threatening
the Company''s existence is very minimal.
The Risk Management Policy as approved by
the Board has been uploaded on the
Company''s website at
https://www.ansals.com/paae/risk management policy.
WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

The Company has established a Vigil (Whistle
Blower) Mechanism for Directors and
Employees in compliance with Section 177(9)
of the Companies Act, 2013 read with
Regulation 22 of SEBI Listing Regulations, to
report their genuine concerns or grievances
regarding any unethical behaviour. The
details of Whistle Blower Policy are also
explained in the Corporate Governance
Report and the Policy of the Company is
available on the website of the Company at
https://www.ansals.com/page/whistle blower policy.
BOARD AND ITS COMMITTEES
The Board of Directors met five times during
the financial year 2024-25 for which notices
were served in accordance with Section 173(3)
of the Companies Act, 2013. As on 31^st March,
2025, the Board had five committees, namely
the Audit Committee, Nomination and
Remuneration Committee, Corporate Social
Responsibility Committee, Stakeholders''
Relationship Committee and Committee of
Directors. A detailed note on composition of
the board, committees, meetings, attendance

thereat is provided in the Corporate
Governance Report which forms part of the
Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has a robust and well
embedded system of internal financial
controls. This ensures that all assets are
safeguarded and protected against loss from
unauthorised use or disposition and all
transactions are authorised, recorded and
reported correctly. Your Company''s internal
controls are commensurate with the nature,
size and complexities of operations. These
internal control systems ensure compliance
with all applicable laws and regulations and
facilitate optimum utilisation of available
resources and protect the interests of all
stakeholders.

Your Company has an efficacious Audit
Committee consisting of Independent
Directors, the details of which have been given
in the Corporate Governance Report.
Independent Chartered Accountant firm has
been appointed as Internal Auditors and
effectiveness of internal control mechanism
is reviewed by Internal Auditors at regular
intervals. The Audit Committee reviews audit
reports submitted by the Internal Auditors
from time to time.

Suggestions for improvement are considered
by the Audit Committee, and its decisions are
followed by the Management through the
implementation of corrective actions and
improvements in business processes. The
Committee also meets, from time to time, the
Company''s Statutory Auditors to ascertain,
inter-alia, their views on the adequacy of
internal control systems in the Company and
also keeps the Board of Directors informed
of its significant observations on a regular
basis.

AUDITORS AND AUDITORS'' REPORT

a) Statutory Auditors

M/s. Dewan P N Chopra & Co. Chartered
Accountants are the Statutory Auditors
of the Company who were re-appointed
by the shareholders in their Annual
General Meeting held on, 27^th September,
2022 for the second term of five
consecutive years from the conclusion of
38^th Annual General Meeting (AGM) till
the conclusion of 43^,d AGM.

The Board has duly examined the Statutory
Auditors'' Report to the accounts, which is
self-explanatory. Clarifications wherever
necessary, have been included in the Notes
to Accounts section of the Annual Report
and the Statutory Auditors have issued the
Auditors'' report with unmodified opinion
on the Standalone and Consolidated

Audited Financial Results of the Company
for the quarter and year ended 31^st March,
2025.

b) Cost Auditors

M/s. U. Tiwari & Associates, Cost
Accountants, were appointed as the Cost
Auditors for the financial year 2024-25 to
conduct the audit of cost records
maintained by the Company. Your
Company is required to make and
maintain cost records as specified under
sub-section (1) of Section 148 of the
Companies Act. Accordingly, your
Company has been making and
maintaining such cost records as per the
requirements.

In terms of Section 148 of the Companies
Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014, the Audit
Committee recommended and the Board
of Directors appointed M/s. U. Tiwari &
Associates, Cost Accountants as the Cost
Auditors for the financial year 2025-26.
The Cost Auditors have confirmed that
they are not disqualified to be appointed
as the Cost Auditors of your Company for
the financial year ending 31^st March, 2026.
The remuneration of Cost Auditors has
been approved by the Board of Directors
on the recommendation of the Audit
Committee. In terms of the Act and Rules
thereunder requisite resolution for
ratification of remuneration of the Cost
Auditors by the members has been set
out in the Notice of the 41^st Annual
General Meeting of your Company.

c) Secretarial Auditors

In terms of Section 204 of the Companies
Act, 2013 and the Regulation 24A of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as
amended from time to time, the Audit
Committee recommended and the Board
of Directors appointed M/s. Rahul Jain &
Co., Practicing Company Secretaries as
the Secretarial Auditors of the Company
for the financial year 2024-25 and their
report is annexed to this report as
"Annexure IIA".

Further, in terms of the requirements
under the SEBI Listing Regulations, the
Secretarial Audit Report of Material
Unlisted Subsidiary, viz. M/s Geo Connect
Limited for the financial year 2024-25 is
annexed to this report as "Annexure IIB".
The Secretarial Audit Reports are selfÂ¬
explanatory.

d) Internal Auditors

In terms of Section 138 of the Companies
Act, 2013 read with the Companies
(Accounts) Rules, 2014, as amended from

time to time, the Audit Committee
recommended and the Board of Directors
appointed M/s. Khanna & Annandhanam,
as the Internal Auditors of the Company
for the financial year 2024-25.
SECRETARIAL STANDARDS
During the period under review, your
Company has complied with applicable
Secretarial Standards i.e. SS-1 and SS-2,
relating to "Meetings of the Board of
Directorsâ and "General Meetingsâ,
respectively.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory
Auditors, Secretarial Auditor and Cost
Auditors have not reported any instance of
fraud in respect of the Company, by its officers
or employees under Section 143(12) of the
Companies Act, 2013.

OTHER STATUTORY DISCLOSURES
Web address of Annual Return
In terms of the provisions of Section 92(3) of
the Companies Act, 2013 read with Section
134(3)(a) of the Companies Act, 2013, the
Annual Return in Form MGT-7 shall be placed
on the website of the Company as soon as
the same gets filed with the Registrar of
Companies. The Web link to access the same
is https://www.ansals.com/page/annual return.
Particulars of Loans, Guarantees or
Investments under Section 186 of the
Companies Act, 2013 and Schedule V of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015
During the year under review, your Company
had not granted any loans, guarantees or
made investments falling under Section 186
of the Companies Act, 2013.

Particulars of Contracts or Arrangements
with Related Parties

Board has approved a policy on related party
transactions. The said policy on related party
transactions has been placed on the
Company''s Website. All Related Party
Transactions are placed on a quarterly basis
before the Audit Committee for its review. The
particulars of contracts or arrangements with
related parties referred to in section 188(1)
and applicable rules of the Companies Act,
2013 in Form AOC-2 for the financial year
2024-25 are provided as "Annexure -III" to
this report forming part hereof.

Your Company has taken necessary approvals
as required by Section 188 read with the
Companies (Meeting of Board and its Powers)
Rules, 2014 from time to time in respect of
the related party transactions.

Material changes and commitments, 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.

No material changes or commitments have
occurred between the close of the financial
year of the Company to which the balance
sheet relates and the date of the report which
may affect the financial position of the
Company.

Board Evaluation

Pursuant to applicable provisions of the
Companies Act, 2013 and Listing Regulations,
the Board, in consultation with its Nomination
& Remuneration Committee, had formulated
a framework containing, inter-alia, the criteria
for performance evaluation of the entire Board
of the Company, its Committees and
individual directors, including independent
directors.

the criteria such as the composition of
committees, effectiveness of committee
meetings, functions etc. A structured separate
exercise is carried out by the board and the
nomination and remuneration committee
reviews the performance of the individual
directors on the basis of the criteria such as
qualifications, expertise, attendance and
participation in the meetings, experience and
competencies, independent judgement,
obligations and regulatory compliances,
performance of specific duties and
obligations, governance issues, the
contribution of the individual director to the
board and committee meetings like
preparedness on the issues to be discussed,
meaningful and constructive contribution and
inputs in meetings etc. Performance
evaluation of independent directors was done
by the entire board, excluding the
independent director being evaluated.

The Board evaluation is conducted through
questionnaire having qualitative parameters
and feedback based on rating scale of 1-3.
The directors expressed their satisfaction with
the evaluation process.

PARTICULARS OF EMPLOYEES
Information required pursuant to section
197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, is provided as "Annexure-IV" to this
Report. Your Board of Directors affirms that
the remuneration paid is as per the
Remuneration Policy of the Company.

A statement containing, inter alia, particulars
of top ten Employees in terms of
remuneration drawn and name of every
employee, if employed throughout the
financial year in receipt of remuneration of
102 lakhs or more or employees employed for
part of the year and in receipt of 8.5 lakhs or
more per month pursuant to Rule 5(2) and
5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 forming part of this Report is attached
herewith in "Annexure-Vâ.

APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Proceedings pending along with their status as on 31^st March, 2025 is as follows:

S. No.	Title of the Case	Case No.	Date /Year of Filing	Status as on 31.03.2025
1	Rajiv Kumar Mahajan AND ORS Vs Ansal Housing Limited	Rst.A (IBC)/115/PB/2024	31.08.2024	Pending

DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL

INSTITUTIONS ALONG WITH THE
REASONS THEREOF

During the year, there was no one time
settlement done in respect of loans taken
from Banks or Financial Institutions.

SHARES WITH DIFFERENTIAL VOTING
RIGHTS AND SWEAT EQUITY SHARES

During the year under review, no shares with
differential voting rights and sweat equity
shares have been issued by the Company.

SWAYAM

''SWAYAM'' is a secure, user-friendly web-
based application, developed by âM/s MUFG
Intime India Pvt Ltd.â (Formerly known as
M/s Link Intime India Pvt Ltd.), our Registrar
and Share Transfer Agents, that empowers
shareholders to effortlessly access various
services. We request you to get registered and
have first-hand experience of the portal.

This application can be accessed at
https://swavam.in.mpms.mufg.com/

â¢ Effective Resolution of Service Request -
Generate and Track Service Requests/
Complaints through SWAYAM.

â¢ Features - A user-friendly GUI.

â¢ Track Corporate Actions like Dividend/
Interest/Bonus/split.

â¢ PAN-based investments - Provides access
to PAN linked accounts, Company wise
holdings and security valuations.

â¢ Effortlessly raise request for Unpaid
Amounts.

â¢ Self-service portal - for securities held in
demat mode and physical securities,
whose folios are KYC compliant.

â¢ Statements - View entire holdings and
status of corporate benefits.

â¢ Two-factor authentication (2FA) at Login
- Enhances security for investors.

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

A. Conservation of Energy and
Technology Absorption

Your Company is not engaged in any
manufacturing activity; as such particulars
relating to Conservation of Energy and
Technology Absorption as per section
134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies
(Accounts) Rules, 2014 are not applicable
on the Company.

B. Foreign Exchange Earnings and Outgo

a)	Activities Relating	As the company
	to exports	operates in Real
b)	Initiatives taken	Estate, the
	to increase	Company is not
	exports	involved in any
c)	Development of	activity relating
	new export markets for products and services	to export.
d)	Export plans

Particulars of Foreign Exchange Earnings and
Outgo -

a) Foreign Exchange Nil

Earnings - through
Credit Cards as per
bank certificates/advices

b) Dividend Received in Nil

foreign currency

(Net of CDT)

c) Foreign Exchange Outgo

Payment of Brokerage Nil

Travel Expenses 11,67,738

Property Exhibition Nil

Professional Expenses Nil

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE
No significant and material orders were
passed by the regulators or courts or tribunals
during the financial year 2024-25 which have
an impact on the going concern status and
company''s operations in future.

CREDIT RATING

The details of the credit ratings awarded to
the Company are provided in the Corporate
Governance Report forming part of the
Integrated Annual Report.

INVESTORS'' GRIEVANCE
In order to comply with the provisions of
Regulation 46 read with other regulations of
the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the
Company has designated an E-mail ID-
[email protected] which is exclusively for the
clarifications/queries/grievance redressal of
the investors of the Company.

LISTING WITH STOCK EXCHANGE
The Equity Shares of the Company, continue
to remain listed at BSE Limited. The listing fees
payable to the BSE for the financial year 2024Â¬
25 has been paid.

INFORMATION REQUIRED UNDER SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2014

The Company has always believed in
providing a conducive work environment
devoid of discrimination and harassment
including sexual harassment. The Company
has a well formulated Policy on Prevention
and Redressal of Sexual Harassment. The
objective of the Policy is to prohibit, prevent
and address issues of sexual harassment at
the workplace.

As part of the organization''s policy for
preventing sexual harassment, the Company
has established an Internal Committee (IC) to
prevent and resolve complaints of sexual
harassment of women at work in accordance
with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition, and
Redressal) Act, 2013 and its implementing
rules. During the financial year under review,
the Company has complied with all the
provisions of the POSH Act and the rules

framed thereunder. Further details are as
follow:

1. Number of complaints 0

of Sexual Harassment

received in the Year

2. Number of Complaints 0

disposed of during the

year

3. Number of cases pending 0

for more than ninety days

MATERNITY BENEFIT

The Company affirms that it has duly complied
with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits
to eligible women employees during the year.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the
Companies Act, 2013, the Directors to the best
of their knowledge and belief, confirm :

i. that in the preparation of the annual
accounts, the applicable accounting
standards have been followed along with
proper explanations relating to material
departures; 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 for the financial year ended
31^st March, 2025 and of the loss of the
Company for that period;

ii. that the directors had taken proper and
sufficient care for maintenance of
adequate accounting records in
accordance with the provision of the Act
for safeguarding the assets of the
Company and for preventing and
detecting fraud and other irregularities;

iii. that the directors had prepared the
annual accounts on a going concern
basis;

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

v. that the directors had devised proper
systems to ensure compliances with the
provisions of all applicable laws and that
such systems were adequate and
operating effectively.

ACKNOWLEDGEMENTS AND APPRECIATION

The Board of Directors of your Company
wishes to place on record its appreciation to
the Central and State Governments as well as
their respective Departments and
Development Authorities connected with the
business of the Company, Company''s bankers
and business associates, for the assistance, coÂ¬
operation and encouragement they extended

to the Company.

The Directors also extend their appreciation
to the employees for their continuing support

and unstinting efforts in ensuring an excellent
all-round operational performance. The
Directors would like to thank shareholders

and deposit holders for their support and
contribution. We look forward to their
continued support in future.

Regd. Office: For and on behalf of the Board of Directors

606, 6^th Floor, Indra Prakash,

21, Barakhamba Road,

New Delhi - 110 001.

Place : Vaishali, Ghaziabad (Kushagr Ansal) (Bal Kishan Sharma)

Dated : 28.05.2025 Managing Director & CEO Non-Executive Independent Director

DIN: 01216563 DIN: 09675600

Mar 31, 2024

The Directors of your Company have immense pleasure in presenting the 40^th Board Report on the Company''s business and operations, together with the Audited Statement of Accounts for the financial year ended 31^st March, 2024. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), the Company has prepared its standalone and consolidated financial statements as per IND-AS for the financial year 2023-24. Your company''s performance on standalone and consolidated basis during the year as compared with that of the previous year is summarised as under:

(Figures in '' Lakhs)
Particulars		STANDALONE				CONSOLIDATED
		2023-24		2022-23		2023-24		2022-23
1	Total Revenue		38935.26		22390.76		46920.42		26028.89
	Less:
	Total expenses excluding depreciation and finance cost	31728.06		18155.63		39609.47		22069.64
	Depreciation	152.14		157.07		168.13		171.91
	Finance Cost	6569.39	38449.59	6484.64	24797.33	6688.20	46,465.80	6601.73	28843.28
2	Profit/(Loss) before exceptional items		485.67		(2406.58)		454.62		(2814.39)
	Exceptional Items- Income / (Expenses)		47.66		(5666.13)		549.25		(5634.68)
3	Net Profit/(Loss) After Exceptional Items and before Tax		533.33		(8072.71)		1003.87		(8449.06)
	Less:
	-Provision for Tax		157.92		(2353.61)		210.63		2312.60
4	Net Profit/(Loss) After Tax but before prior period items		375.41		(5719.10)		793.24		(6136.45)
	Less:
	-Tax Provisions for earlier years		-		-		-		-
5	Net Profit/(Loss) after Tax and prior period items		375.41		(5719.10)		793.24		(6136.45)
	Add :
	Other Comprehensive Income		(86.38)		10.62		(100.60)		4.53
6	Net Profit/(Loss) after Comprehensive Income		289.03		(5708.48)		692.64		(6131.92)
7	EPS (Basic & Diluted)		0.54		(9.59)		1.14		(10.29)

FINANCIAL AND OPERATIONAL REVIEW

The Company delivered a better financial performance during the period. During the financial year 2023-24, the net revenue for the standalone entity increased to '' 38935.26 Lakhs from '' 22390.76 Lakhs in the previous year showing an increase of around 73.89% and the earnings before interest, tax, depreciation and amortization (EBITDA) increased to '' 7207.11 Lakhs from '' 4235.13 Lakhs in the previous financial year. The profit after tax has gone up to '' 375.41 Lakhs for

the year under review as against a loss after tax of '' 5719.10 Lakhs for the previous financial year. In line with the above, the consolidated total revenue stood at ''46920.42 Lakhs during the Financial Year 2023-24 against revenue of '' 26028.89 Lakhs in the previous year showing an upturn of more than 80%. Net Consolidated profit from ordinary activities after tax for the Financial Year 202324 went up to '' 793.24 Lakhs against the Net Loss of '' 6136.45 Lakhs in the Previous Year. During the financial year under review your

Company has been able to gear up its construction activities at almost all its project sites and has been able to shorten the delays which took place during pandemic. While business cycles were affected in the financial years affected by the pandemic due to buyers holding back purchases in anticipation of regulatory changes, there has been substantial improvement in the bookings, sales and collections during the year under review and the same trend has been continuing in the current financial year too.

1.	Deposits accepted during the year 2023-24	Nil
2.	Deposits remained	Unpaid -
	unpaid or unclaimed as	'' 11.92 Crores
	at 31.03.2024	Unclaimed - '' 0.98 Crores
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year 2023-24 and if so, number of such cases and the total amount involved-
	(i) at the beginning of the year;	'' 18.17 Crores
	(ii) maximum during the year;	'' 11.92 Crores
	(iii) at the end of the year;	'' 11.92 Crores
4.	The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	NA

OUTLOOK

Indian residential real estate sector has been witnessing a strong turn-around of the sectoral landscape over the past two to three years. There has been substantial boost in both demand and pricing with higher consumer propensity towards paying a premium for a superior product proposition. With interest rate being stable, the home buying intent and sales momentum remained robust with Financial Year 2023-24 being the bestever year in terms of sales booking for the industry. Home buying is long-term asset where a strong affordability and financial strength (which is still better than pre-Covid levels) shall supersede the natural rate-cycle, especially if demand is driven by selfconsumptions.

In post pandemic era, the customer focus on product proposition and quality is strongest ever. Increasingly, there has been disproportionate focus by the large organised developers on better design as per customer preference, best in class experience and superior quality. Ansal Housing shall seek to drive profitability, improve customer experience and continue to adopt digital technologies. Moreover, operational momentum for your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline.

CHANGE IN THE NATURE OF BUSINESS There has been no change in the nature of business of the Company during the period under review.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any

amount to the reserves.

DIVIDEND

In view of the business requirements of the Company, the Board of Directors of the Company has not recommended any dividend for financial year 2023-24.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND During the Financial Year 2023-24, in accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Actâ) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rulesâ), the Company had transferred an amount of '' 59,26,366/-to Investor Education and Protection Fund (IEPF) Authority. Further, during the Financial Year 2023-24, the Company transferred 247191 shares, due to the dividends being unclaimed for seven consecutive years, in accordance with the said Rules.

According to Section 125 of the Companies Act 2013, and based on the Company''s records, no unpaid or unclaimed dividend is required to be deposited to the Investor Education and Protection Fund during the financial year 2024-25 as no unpaid dividend is lying with the Company which is due for transfer to the Investor Education and Protection Fund.

The details of dividend and shares transferred by the Company to IEPF are available on the websites of the Company and IEPF. Those members whose dividend and/or shares have been transferred to IEPF Authority are advised and requested to follow the procedure specified by IEPF Authority for claiming their dividend/shares, or may write to Link Intime India Private Limited, Registrar & Share Transfer Agent (RTA) of the Company.

FIXED DEPOSITS

The Company had been inviting/accepting and renewing deposits from the public and its shareholders for past many years in accordance with the provisions of the Companies Act, 1956/2013 read with the Companies (Acceptance of Deposits), Rules, 1975/2014. However, the Company stopped accepting/renewing public deposits with effect from 1^st April, 2016 in view of nonavailability of deposit insurance which was a mandatory condition for acceptance/renewal of deposits. The Company owed a principal amount of '' 99.50 crores towards the public depositors when it stopped taking/renewing further deposits on 1^st April, 2016.

Tribunal, the Company has released outstanding principal amount of fixed deposits along with interest/future interest to all the depositors (except unclaimed deposits which are being transferred to IEPF in accordance with the law) through quarterly post-dated cheques.

The details relating to the deposits as required by Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are given below:

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital of the Company as on 31^st March, 2024 stood at '' 6963.58 lakhs.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE

overall performance of the Company can be referred to in Form AOC-1 as well as Consolidated Financial Statements, which form part of this Annual Report.

AWARD OF ISO 9001: 2015 Your Company continues to enjoy the privilege of ISO 9001:2015 Certification granted to it on 17^th April, 2023 through well-known certification agency "DNV GL -Business Assurance". The Management System Certificate is valid till 15^th April, 2026. It will be the constant endeavour of the management to continuously stress on systems/quality for ultimate delivery of its products.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, is presented in a separate section, forming part of the Annual Report. CORPORATE GOVERNANCE Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of Ansal Housing Ltd., which form the core values of the Company. These guiding principles are also articulated through the Company''s code of business conduct, corporate governance guidelines and disclosure policy. Pursuant to the Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Parveen Rastogi & Co., Company Secretary in Practice, on compliance with corporate governance norms under the Listing Regulations, has been annexed as part of this Report.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2023-24, following changes occurred in the Board of Directors and Key Managerial Personnel ("KMPsâ) of the Company:

â¢ Mrs. Shalini Talwar was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 17.12.2023 by the Board of Directors, upon the

13^th January, 2021, 02/2022 dated 5^th May, 2022, 11/2022 dated 28^th December 2022 and Circular No. 09/2023 dated 25^th September, 2023 and SEBI vide Circulars No. SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated 12^th May, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/1 1 dated 15^th January, 2021, SEBI/HO/CFD/ CMD2/CIR/P/2022/62 dated 13^th May 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 05^thJanuary, 2023 and SEBI/HO/CFD/CFD-PoD-2/ P/CIR/2023/167 dated 07^th October, 2023 have granted exemption to all the Companies from dispatching physical copies of Notices and Annual Reports to Shareholders. It is always advisable to all the shareholders to keep their email Ids registered/ updated with the Company in order to receive important communication/information on time. SUBSIDIARY. ASSOCIATE AND JOINT VENTURE COMPANIES As on 31st March, 2024, your Company had 17 Subsidiaries and 1 Associate Company, the details whereof are set out at appropriate place in the Annual Report. Out of the 17 subsidiaries, your Company has two material unlisted subsidiaries namely Geo Connect Limited and Oriane Developers Private Limited based on the financial statements as on 31st March 2024.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.ansals.com and may be accessed at https:// www.ansals.com/page/financial results. Further, audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.ansals.com and may be accessed at https://www.ansals.cnm/pane/financial subsidiary. Further, highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the

recommendation of Nomination and Remuneration Committee, in place of Mr. Som Nath Grover who resigned from the position of Company Secretary and Compliance Officer w.e.f. the close of business hours on 16.12.2023.

â¢ Mrs. Neha Ansal, Non-Executive NonIndependent Director of the Company resigned from directorship w.e.f 04.03.2024 due to her personal reasons. Board had placed on record its deep appreciation for the invaluable support and guidance received from Mrs. Neha Ansal during her tenure as a NonExecutive Non-Independent Director of the Company.

â¢ Mr. Rajendra Sharma was appointed as an Additional Non-Executive-Non Independent Director by the Board of Directors, upon the recommendation of Nomination and Remuneration Committee w.e.f. 30.03.2024. Further, since, in terms of Regulation 17(1 C) of SEBI (LODR) Regulations, 2015, the approval of shareholders for appointment or re-appointment of a person on the Board of Directors is required to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier, the Company had issued Notice of Postal Ballot to the Shareholders dated

30.03.2024, seeking approval of the Members on the ordinary resolution for regularization of appointment of Mr. Rajendra Sharma, as Non-Executive NonIndependent Director, by communicating assent/dissent through remote e-voting on or before 09.05.2024. The voting results of the Postal Ballot were submitted by the Company to the BSE Limited on

10.05.2024. The resolution was passed by requisite majority.

In accordance with the provisions of section 152 of Companies Act, 2013, Mr. Kushagr Ansal, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

As on 31^st March, 2024, the composition of board was as given hereunder:

DIN	Designation	Date of Appointment
Mr. Kushagr Ansal	01216563	Whole Time Director & CEO	26.08.2006
Mrs. Iqneet Kaur	05272760	Independent Director	29.07.2020
Mr. Bal Kishan Sharma	09675600	Independent Director	09.08.2022
Mr. Rajendra Sharma	10568459	Non-Executive Director	30.03.2024

website of the Company at

https://www.ansals.com/page/nomination remuneration policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year 2023-24, no expenditure was made by the Company towards Corporate Social Responsibility due to prevailing downfall in the Real Estate Sector as a consequence of which the average net profit in accordance of Section 135 of the Companies Act, 2013 is negative for the Financial Year under review.

The details about the policy developed and implemented by the Company on Corporate Social Responsibility are given in the "Annexure-Iâ forming part of this report as specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy has been disclosed on the website of the Company.

RISK MANAGEMENT POLICY

The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of Directors from time to time so that management controls the risk through a structured network. Head of Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee about the events of material significance.

The main objective of this 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 objectives, the policy establishes a structured and methodical approach to risk management, in order to guide decisions on risk related issues.

As a matter of policy, these risks are assessed and appropriate steps are taken to allay the same so that the element of risk threatening the Company''s existence is very minimal.

The Risk Management Policy as approved by the Board has been uploaded on the Company''s website at https://www.ansals.com/panp/risk management policy.

DECLARATION BY INDEPENDENT DIRECTORS

In the first Board Meeting held for the financial year 2023-24, all the Independent Directors of the Company furnished to the Company a declaration to the effect that they meet the criteria of independence as provided in Subsection 6 of Section 149 of Companies Act, 2013 and Regulation 16(1 )(b) and 25(8) of the SEBI Listing Regulations. They have also furnished their respective declarations in pursuant to Rule 6(1) and (2) of Companies (Appointment & Qualifications of Directors) Rules, 2014 with respect to their registration on the website of Indian Institute of Corporate Affairs and payment of membership fee. Further, the Board is of the opinion that the Independent Directors of the Company uphold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors.

CONFIRMATION BY DIRECTORSREGARDING_DIRECTORSHIPS/COMMITTEE POSITIONS

Based on the disclosures received, number of Directorship(s), Committee Membership(s), and Chairmanship(s) of all the Directors are within respective limits prescribed under the Act and SEBI Listing Regulations. Further, none of the Executive Directors of the Company served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on 31^st March 2024 have been made by the Directors and reported in the Corporate Governance Report which forms part of the Annual Report. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015, your Company has formulated the Nomination and Remuneration Policy for its Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP). The Policy sets out the guiding principles for Nomination and Remuneration Committee of the Company for recommending to the Board the appointment and remuneration of the Director(s), KMP(s) and SMP(s).

The Nomination and Remuneration Committee shall identify and ascertain the integrity, qualification and positive attributes, expertise and experience of the person for appointment of Director(s), KMP(s) and SMP(s) and recommend to the Board their appointment based upon the need of the Company. The policy is available at the

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has established a Vigil (Whistle Blower) Mechanism for Directors and Employees in compliance with Section 177(9) of the Companies Act, 2013 read with Regulation 22 of SEBI Listing Regulations, to report their genuine concerns or grievances regarding any unethical behaviour. The details of Whistle Blower Policy are also explained in the Corporate Governance Report and the Policy of the Company is available on the website of the Company at https:// www.ansals.com/page/whistle blower policy. BOARD AND ITS COMMITTEES The Board of Directors met five times during the financial year 2023-24 for which notices were served in accordance with Section 173(3) of the Companies Act, 2013. As on 31^st March, 2024, the Board had five committees, namely the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee and Committee of Directors. A detailed note on composition of the board, committees, meetings, attendance thereat is provided in the Corporate Governance Report which forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and well embedded system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all transactions are authorised, recorded and reported correctly. Your Company''s internal controls are commensurate with the nature, size and complexities of operations. These internal control systems ensure compliance with all applicable laws and regulations and facilitate optimum utilisation of available resources and protect the interests of all stakeholders.

Your Company has an efficacious Audit Committee consisting of Independent Directors, the details of which have been given in the Corporate Governance Report. Independent Chartered Accountant firm has been appointed as Internal Auditors and effectiveness of internal control mechanism is reviewed by Internal Auditors at regular intervals. The Audit Committee reviews audit reports submitted by the Internal Auditors from time to time.

Suggestions for improvement are considered by the Audit Committee, and its decisions are followed by the Management through the

implementation of corrective actions and improvements in business processes. The Committee also meets, from time to time, the Company''s Statutory Auditors to ascertain, inter-alia, their views on the adequacy of internal control systems in the Company and also keeps the Board of Directors informed of its significant observations on a regular basis.

AUDITORS AND AUDITORS'' REPORT

a) Statutory Auditors

M/s. Dewan P.N. Chopra & Co. Chartered Accountants are the Statutory Auditors of the Company who were re-appointed by the shareholders in their Annual General Meeting held on, 27^th September, 2022 for the second term of five consecutive years from the conclusion of 38^th Annual General Meeting (AGM) till

the conclusion of 43^,d AGM.

The Board has duly examined the Statutory Auditors'' Report to the accounts, which is self-explanatory. Clarifications wherever necessary, have been included in the Notes to Accounts section of the Annual Report and the Management''s view on the Qualification made by Statutory Auditors in their report is mentioned below:

Details of Audit Qualification:

Management'' view on Audit Qualification:

"IFCI Limited has revoked the restructuring and recalled repayment of outstanding dues amounting to '' 15,104.04 Lakh (including interest) now assigned to Suraksha ARC vide assignment agreement dated September 6, 2023. The company has not recognized the default interest cost amounting to '' 323.58 Lakh, '' 181.65 Lakh, and '' 141.47 Lakh for the quarter ended March 31, 2024, December 31, 2023 and March 31, 2023 respectively and '' 831.86 Lakhs and '' 546.54 Lakhs for the year ended March 31, 2024 and March 31, 2023. The company was in discussion with the lender to resolve the matter in the best possible manner. The company''s records indicate that had management recognized the default interest, an amount of '' 323.58 Lakh, '' 181.65 Lakh and '' 141.47 Lakh for the quarter ended March 31, 2024, December 31, 2023 and March 31, 2023 respectively, '' 831.86 Lakhs and '' 546.54 Lakhs for the year ended March 31,2024 and March 31, 2023 respectively would have been required to provide for as finance cost. Accordingly, Finance Cost, Deferred tax assets and Loss after tax would have been increased by "'' 323.58 Lakh, 231.42 Lakh, '' 92.16 Lakh ",â '' 181.65 Lakh, Nil, '' 181.65 Lakhâ, "'' 141.47 Lakh, Nil, '' 141.47 Lakhâ, for the quarter ended March 31, 2024, December 31, 2023 and March 31, 2023 respectively, "'' 831.86 Lakh, 231.42 Lakh, '' 600.44 Lakhâ, "'' 546.54 Lakh, Nil, '' 546.54 Lakhâ for the year ended March 31, 2024 and March 31, 2023 respectively and shareholder''s fund would have been reduced by '' 92.16 Lakh, '' 181.65 Lakh and '' 141.47 Lakh for the quarter ended March 31, 2024, December 31, 2023 and March 31, 2023, respectively and '' 600.44 Lakhs and '' 546.54 Lakhs for the year ended March 31, 2024 and March 31, 2023 respectively.â

The IFCI Debt has been assigned to Suraksha ARC (SARC) on 06^th September, 2023. Now, the Company and SARC are holistically reviewing the underlying mortgaged projects. The Company is very much hopeful of the restructuring of this outstanding debt portfolio. Considering the discussion and proposed resolution in pipeline, management is of the view that this interest liability will not arise on the company.

"In respect of repayment of public deposits and settlement of said public deposit with the respective depositor. However, the impact, if any, as per the provisions of the Companies Act, 2013 on the financial statements, is presently not ascertainable.â

After the appeal of the Company before the Hon''ble Supreme Court was dismissed as withdrawn, the Company entered into full and final settlement of the balance payment of the maturity amount and issued post-dated cheques (PDC) to substantial depositors and the same has been duly agreed and accepted by the respective depositors. This process is diligently followed by the Company.

In due compliance with the Companies Act, holistically, the company has settled substantial depositors. The PDC as issued are being duly encashed/ honoured as per the agreed terms and conditions of the settlement.

The Company/holding company has taken legal opinion to substantiate/ corroborate its acts. As per the legal opinion, the process of repayment adopted by the Company meets the requirement of the applicable provision of the Companies Act, 2013.

b) Cost Auditors

M/s. U. Tiwari & Associates, Cost Accountants, were appointed as the Cost Auditors for the financial year 2023-24 to conduct the audit of cost records maintained by the Company. Your Company is required to make and maintain cost records as specified under sub-section (1) of Section 148 of the

Companies Act. Accordingly, your Company has been making and maintaining such cost records as per the requirements.

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. U. Tiwari &

Associates, Cost Accountants as the Cost Auditors for the financial year 2024-25. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of your Company for the financial year ending 31st March 2025. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the

on the website of the Company as soon as the same gets filed with the Registrar of Companies. The Web link to access the same is https://www.ansals.com/page/annual return. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act. 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 During the year under review, your Company had not granted any loans, guarantees or made investments falling under Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

As a part of its philosophy of adhering to highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The said policy on related party transactions has been placed on the Company''s Website. All Related Party Transactions are placed on a quarterly basis before the Audit Committee for its review. The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 for the financial year 2023-24 are provided as "Annexure -III" to this report forming part hereof.

Your Company has taken necessary approvals as required by Section 188 read with the Companies (Meeting of Board and its Powers) Rules, 2014 from time to time in respect of the related party transactions.

Material changes and commitments, 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.

No material changes or commitments have occurred between the close of the financial year of the Company to which the balance sheet relates and the date of the report which may affect the financial position of the Company.

Board Evaluation

Pursuant to applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, had formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board

Audit Committee. In terms of the Act and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 40^th Annual General Meeting of your Company.

c) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and the Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Audit Committee recommended and the Board of Directors appointed M/s. Rahul Jain & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2023-24 and their report is annexed to this report as "Annexure IIA".

Further, in terms of the requirements under the SEBI Listing Regulations, the Secretarial Audit Report of Material Unlisted Subsidiaries, viz. M/s Geo Connect Limited and M/s. Oriane Developers Private Limited respectively for the financial year 2023-24 is annexed to this report as "Annexure IIB" and "Annexure IICâ respectively. The Secretarial Audit Reports are selfexplanatory.

d) Internal Auditors

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended from time to time, the Audit Committee recommended and the Board of Directors appointed M/s. Khanna & Annandhanam, as the Internal Auditors of the Company for the financial year 2023-24. Secretarial Standards During the period under review, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directorsâ and "General Meetingsâ, respectively.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditor and Cost Auditors have not reported any instance of fraud in respect of the Company, by its officers or employees under Section 143(12) of the Companies Act, 2013.

of the Company, its Committees and individual directors, including independent directors.

The performance of the board was evaluated by independent directors in their separate meeting after seeking inputs from all the directors on the basis of the criteria such as the adequacy and composition of the board and its structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, functions etc. A structured separate exercise is carried out by the board and the nomination and remuneration committee reviews the performance of the individual directors on the basis of the criteria such as qualifications, expertise, attendance and participation in the meetings, experience and competencies, independent judgement, obligations and regulatory compliances, performance of specific duties and obligations, governance issues, the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on rating scale of 1-3. The directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES Information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure-IV" to this Report. Your Board of Directors affirms that the remuneration paid is as per the Remuneration Policy of the Company.

A statement containing, inter alia, particulars of top ten Employees in terms of remuneration drawn and name of every employee, if employed throughout the financial year in receipt of remuneration of 102 lakhs or more or employees employed for part of the year and in receipt of 8.5 lakhs or more per month pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of this Report is attached herewith in "Annexure-Vâ.

B. Foreign Exchange Earnings and Outgo

a) Activities Relating As the company

to exports operates in Real

b) Initiatives taken Estate, the

to increase Company is not

exports involved in any

c) Development of ^act^ivity retatmg

new export to export.

markets for

products and services

d) Export plans

Particulars of Foreign Exchange Earnings and Outgo -

a) Foreign Exchange Nil

Earnings - through

Credit Cards as per bank certificates/advices

b) Dividend Received in foreign Nil

currency (Net of CDT)

c) Foreign Exchange Outgo

Payment of Brokerage Nil

Travel Expenses 8,62,562

Property Exhibition Nil

Professional Expenses Nil

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE No significant and material orders were passed by the regulators or courts or tribunals during the financial year 2023-24 which have an impact on the going concern status and company''s operations in future.

CREDIT RATING

The details of the credit ratings awarded to the Company are provided in the Corporate Governance Report forming part of the Integrated Annual Report.

INVESTORS'' GRIEVANCE In order to comply with the provisions of Regulation 46 read with other regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has designated an E-mail ID-[email protected] which is exclusively for the clarifications/queries/grievance redressal of the investors of the Company.

LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company, continue

to remain listed at BSE Limited. The listing fees

APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE.			2016
Proceedings pending alongwith their status as on 31^st	March, 2024 is as follows:
S. No. Title of the Case	Case No.	Date /Year of Filing	Status as on 31.03.2024
1 IFCI Limited Vs Ansal Housing Limited	C.P. (IB) - 86/2023	10.01.2023	Dismissed on 06.09.2023

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, there was no one time settlement done in respect of loans taken from Banks or Financial Institutions. SWAYAM

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy and Technology Absorption Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable on the Company.

payable to the BSE for the financial year 202324 has been paid.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2014.

As part of the organization''s policy for preventing sexual harassment, the Company has established an Internal Committee (IC) to prevent and resolve complaints of sexual harassment of women at work in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and its implementing rules. During the financial year under review, no cases of sexual harassment were reported at any workplace of the Company or any of its subsidiaries/associates.

CHANGE OF PLACE FOR KEEPING BOOKS OF ACCOUNTS OF THE COMPANY During the year under review, the place for keeping the books of accounts, financial statements and other relevant papers of the Company was shifted from "Ansal Plaza Mall, 2nd Floor, Sector-1, Vaishali, Ghaziabad-201010, U.P.â to "GF-SR-18, Ansal Plaza, Sector-1, Vaishali, Ghaziabad, Uttar Pradesh-201010â, with effect from 01^st April, 2024. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, confirm :

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations 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 for the financial year ended 31^st March, 2024 and of the loss of the Company for that period;

iii. that the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the annual accounts on a going concern basis.

v. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively Act, and

vi. that the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS_ANDAPPRECIATION

The Board of Directors of your Company wishes to place on record its appreciation to the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, Company''s bankers and business associates, for the assistance, cooperation and encouragement they extended to the Company.

The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance. The Directors would like to thank shareholders and deposit holders for their support and contribution. We look forward to their continued support in future.

Mar 31, 2023

The Directors of your Company have immense pleasure in presenting the 39th Board Report on the Company''s business and operations, together with the Audited Statement of Accounts for the financial year ended 31st March, 2023. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS AND APPROPRIATIONS

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), the Company has prepared its standalone and consolidated statements as per IND-AS for the financial year 2022-23. Your company''s performance on standalone basis during the year as compared with that of during the previous year is summarised as under:

Particulars	2022-23 2021		-22
1 Total Revenue		22390.76	21252.75
Less:			24929.54 (3676.79) (3676.79) (1281.51) (2395.28) (2395.28) 17.20 (2378.08) (3859.50) (6237.58) (6237.58)
Total expenses excluding depreciation and finance cost	18155.63	17712.01
Depreciation	157.07	150.35
Finance Cost	6484.64	24797.34 7067.18
2 Profit/(Loss) before exceptional items		(2406.58)
Exceptional Items- Income /( Expenses)		(5666.13)
3 Net Profit/(Loss) After Exceptional Items and before Tax		(8072.71)
Less:
-Provision for Tax		(2353.61)
4 Net Profit/(Loss) After Tax but before prior period items		(5719.10)
Less:
-Tax Provisions for earlier years		_-
5 Net Profit/(Loss) after Tax and prior period items		(5719.10)
Add :
Other Comprehensive Income		10.62
6 Net Profit/(Loss) after Comprehensive Income		(5708.48)
Add:
Surplus profit brought forward from previous year		(6237.59)
7 Balance available for appropriation		(11,946.07)
Less: Appropriations
-Proposed Dividend Nil (Previous Year Nil)
-Dividend Tax thereon
-Transfer to General Reserve/CRR		_-
-Dividend/Dividend Tax for earlier years		_-
8 Surplus profit carried over to Balance Sheet		(11,946.07)
9 EPS (Basic & Diluted)		(9.59)	(4.03)

FINANCIAL AND OPERATIONAL REVIEW

During the financial year 2022-23, the net revenue from operations for the standalone entity increased to ?223.91 Crores from ? 212.53 Crores in the previous year showing a marginal increase of around 5% and the earnings before interest, tax, depreciation and amortization (EBITDA) increased to ? 42.35 crores from ? 35.41 Crores in the previous financial year. However, the loss after tax has gone up to ? 57.19 Crores for the year under review as against a loss after tax of ? 23.95 Crores for the previous

financial year due to an exceptional expense of Rs. 56.66 Crores on account of settlement of outstanding loan with Asset Care and Reconstruction Enterprise Limited. The increase in the revenue during the financial year 2022-23 was due to normalisation of business activities post CoVID-19. In line with the above, the consolidated total revenue stood at ? 260.29 Crores during the Financial Year 2022-23 against revenue of ? 249.35 Crores in the previous year showing an upturn of more than 4%. Net Consolidated loss from ordinary activities after tax for the

Financial Year 2022-23 went up to ? 61.36 Crores against the Net Loss of ? 23.34 Crores in the Previous Year due to an exceptional expense of Rs. 56.66 Crores on account of settlement of outstanding loan with Asset Care and Reconstruction Enterprise Limited. The Company is currently developing/ building various projects at Gurugram, Meerut, Agra, Alwar, Ajmer, Indore, Karnal, Yamunanagar, Jhansi, Jammu, Muzaffarnagar, Rewari, Shahpur and Ghaziabad. Though construction at various project sites has been slow during the financial years 2020-

21 and 2021-22 due to financial constraints and on account of restrictions placed on free movement of persons and goods pursuant to outbreak of deadly disease Corona Virus (CoVID-19) but during the financial year under review your Company has been able to gear up its construction activities at almost all its project sites and has been able to shorten the delays which took place during pandemic. While business cycles were affected in the financial years by the pandemic due to buyers holding back purchases in anticipation of regulatory changes, there has been substantial improvement in the bookings, sales and collections during the year under review and the same trend has been continuing in the current financial year too.

CHANGE IN THE NATURE OF BUSINESS There has been no change in the nature of business of the Company during the period under review.

TRANSFER TO RESERVES Considering the losses incurred during the financial year 2022-23, the Company does not propose to transfer any amount to the General Reserve.

DIVIDEND

In view of the business requirements of the Company, the Board of Directors of the Company has not recommended any dividend for financial year 2022-23.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of Section 125 of the Companies Act, 2013, the relevant amount against the final dividend for the financial year 2015-16, remaining unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government by 02nd November, 2023. Members who have not yet encashed their dividend warrant(s) pertaining to the final dividend for the financial year 2015-16 are requested to lodge their claims with the Company on or before 15th October, 2023 otherwise the Company would have no other option but to transfer this amount to the IEPF by 02nd November, 2023 which is the last date for transfer of the said amount.

No claim shall lie thereafter against the Company for the amounts so transferred. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on 31st March, 2023 on the website of the Company (www.ansals.com).

FIXED DEPOSITS

The Company had been inviting/accepting and renewing deposits from the public and its shareholders for past many years in accordance with the provisions of the Companies Act, 1956/2013 read with the Companies (Acceptance of Deposits), Rules, 1975/2014. However, the Company stopped accepting/renewing public deposits with effect from 1st April, 2016 in view of nonavailability of deposit insurance which was a mandatory condition for acceptance/renewal of deposits. The Company owed a principal amount of ? 99.50 crores towards the public depositors when it stopped taking/renewing further deposits on 1st April, 2016.

The Company in the month of July 2016 had approached the Hon''ble National Company Law Tribunal (NCLT), New Delhi seeking its approval to repay public deposits in instalments. Vide its Order dated 3rd October, 2016, the NCLT had accepted and approved in principle, the repayment proposal of the company for extension of time in respect of repayment of matured deposits in a phased manner over a period of 24 months from their respective maturity dates subject to periodical review of the scheme. Thereafter, regular review of the fixed deposit scheme had been done by Hon''ble NCLT and the Company had been refunding the public deposits in accordance with the orders of the Hon''ble NCLT made from time to time. However, vide its Order dated 21st September, 2022, the Hon''ble NCLT declined to extend the scheme of repayment of fixed deposits as requested by the Company and directed it to release payment to the depositors in accordance with its previous Orders dated 15th November, 2018 and 11th July, 2019. Consequent to the above order of the

Hon''ble Tribunal, the Company has released outstanding principal amount of fixed deposits along with interest/future interest to all the depositors (except unclaimed deposits which are being transferred to IEPF in accordance with the law) through quarterly post dated cheques.

The details relating to the deposits as required by Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are given below:

1.	Deposits accepted during the year 2022-23	Nil
2.	Deposits remained unpaid or unclaimed as at 31.03.2023	Unpaid -? 18.17 Crores Unclaimed -? 2.01 Crores
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year 202223 and if so, number of such cases and the total amount involved- (i) at the beginning of the year; (ii) maximum during the year; (iii) at the end of the year;	Nil ? 18.17 Crores ? 18.17 Crores
4.	The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	NA

PREFERENTIAL ALLOTMENT OF EQUITY SHARES TO THE PERSONS BELONGING TO PROMOTER GROUP

Subsequent to approval accorded by the shareholders through Postal Ballot on 23rd March, 2023 the Company issued and allotted 1,02,50,000 Equity Shares of the Company to its Promoter Group on a preferential basis, at a price of ? 10 per Equity Share, towards conversion of their outstanding unsecured loans into equity to the extent of ? 10,25,00,000/- (Rupees Ten Crore Twenty Five Lakh only). The shares were allotted to the following allottees belonging to Promoter Group, in the manner as follows:

Sr. No.	Name of Allottees	Category	No. of Equity Shares allotted
1.	Ansal Clubs Private Limited	Promoter Group	25,00,000
2.	Ansal Land & Housing Private Limited	Promoter Group	13,50,000
3.	Ansal Development Private Limited	Promoter Group	32,00,000
4.	Ansal Rep Construction (International) Private Limited	Promoter Group	32,00,000
TOTAL			1,02,50,000

SHARE CAPITAL

During the Financial Year 2022-23, the Company had allotted an aggregate 1,02,50,000 equity shares of face value of ? 10/- each to the Promoter Group of the Company against conversion of their outstanding unsecured loans into equity to the extent of ? 10,25,00,000/- as a result of which the paid up equity share capital of the Company got increased from ? 5938.58 lakhs to ? 6963.58 lakhs divided into 6,96,35,828 equity shares of ? 10/- each.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES As on 31st March, 2023, your Company had 17 Subsidiaries and 1 Associate Company, the details whereof are set out at appropriate place in the Annual Report. Out of the 17 subsidiaries, your Company has two material unlisted subsidiaries namely Geo Connect Limited and Oriane Developers Private Limited based on the financial statements as on 31st March 2023.

Pursuant to provisions of section 129(3)

of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.ansals.com. Further, audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.ansals.com.

Further, highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company can be referred to in Form AOC-1 as well as Consolidated Financial Statements, which form part of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with other regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented hereunder which forms part of the Annual Report.

The global economy is yet again at a highly uncertain moment, with the cumulative effects of the past three years of adverse shocks, most notably, the COVID-19 pandemic and Russia''s invasion of Ukraine, manifesting in unforeseen ways. Spurred by pent-up demand, lingering supply disruptions, and commodity price spikes, inflation reached multi decade highs last year in many economies, leading central banks to tighten aggressively to bring it back toward their targets and keep inflation expectations anchored.

Despite facing formidable challenges, India stands tall and steadfast, emerging as a beacon of resilience in the global economy. She has emerged relatively unscathed, although the World Economic Outlook Report for current year lowered India''s growth projection to 5.9 per cent whereas the last World Economic Outlook report had placed it at 6.1 per cent. The IMF''s bi-annual report observed that India''s headline retail inflation is expected to ease up, from 6.7 per cent in the previous year to 4.9 per cent in 2023-24. This is a clear indication of India''s economic prowess and its unwavering determination to overcome even the toughest of obstacles.

IMF Managing Director Kristalina Georgieva has praised India''s efforts in leveraging digitalization to overcome the challenges posed by the Covid-19 pandemic, which has not only helped the country weather the storm but also created new opportunities for growth and employment. In an interview with the Indian news agency PTI, Georgieva declared India as a "bright spot" in the world economy, with the country expected to contribute a significant 15 per cent of the global growth in 2023.

Despite a drop in growth rate projections, India continues to be the world''s fastest-growing economy in the world. In early April this year, International Monetary Fund division Chief Daniel Leigh called the Indian economy a robust economy. Indian economy is likely to perform well, maintaining its standing as one of the fastest growing economies in the world, said Anne-Marie Gulde-Wolf, Deputy Director for Asia and Pacific Department, IMF.

India''s real GDP growth rate will likely exceed that of both the US and China. Real GDP is an index which reflects the total value of goods and services annually produced in a country. Strong real GDP growth distinguishes a growing economy. In such a scenario, employment is likely to increase since businesses hire more workers and people have more money in their pockets. Therefore, an increase in real GDP indicates that the economy is doing well. Additionally, India''s share of global gross domestic product growth is expected to surpass that of European giants France and the United Kingdom through 2028, making India a key player in driving global economic growth. With 20 nations driving 75 per cent of global growth, India remains among the top contributors, along with China, the US and Indonesia, further cementing its position as a leading economic power.

Industry Structure and Developments

The real estate sector is one of the most globally recognized sectors. It is a beneficiary as well as a contributor to India''s economic growth. The India real estate market size reached USD 256.8 Billion in 2022. According to a study by the International Market Analysis Research and Consulting Group (IMARC Group), it is expected to reach USD 780.6 Billion by 2028 with an expected CAGR of 9.2% during 2023-2028. The Real estate sector in India contributes about 6-7% to India''s GDP. It is also the second highest employment generator in the country. In addition to the growth of traditional segments like residential, commercial and retail, this will

also be partly driven by newer segments such as warehousing, logistics, industrial parks, data centers, student housing, co-living and senior assisted living facilities, as well.

The Indian residential real estate witnessed a V-shaped recovery from two years of pandemic induced lockdowns and consequent economic slowdown across Tier I, II and III cities. Demand remained strong throughout the year despite increasing property prices, interest rates and an expectation of a global slowdown. Most prominent developers across the country have performed well, recording their best sales this year. Consolidation in the sector remained buoyant, with demand getting polarized towards credible developers with established track record and a reputed brand. This trend is expected to continue with larger share coming to bigger developers increasingly. Multiple Tier II developers managed to ease their financial distress and resume operations. A prominent trend in Financial Year 2022-23 was demand gyrating towards premium residential projects, reflected in growth of luxury home sales in FY 2022-23. Another area which saw significant improvement is use of technology to enhance efficiency with renewed focus on design and incorporation of sustainable and green building concepts. With tools like Building Information Modeling (BIM), AI, drone tech etc., Real estate developers are bringing in higher efficiency into the development process, while improving their adherence to environmental norms. India''s robust macroeconomic fundamentals, including a large domestic market and a young, expanding workforce, contribute to its economic strength. The government''s sustained focus on policies promoting manufacturing and innovation further enhances its growth potential. Domestic consumption remains a key driver and as the middle class expands and urbanization continues, the demand for homes is poised to rise.

OPPORTUNITIES AND THREATS Opportunities

Despite global economic headwinds including layoffs by several large and small corporates, the bull run in the Indian housing market continued in the first quarter of the year. The market remained buoyant and interestingly there were several new trends noticed. For instance, quarterly housing sales reached all time high with approx. 1,13,770 units sold in Q1 of CY2023 across the top 7 cities amid significant rise in demand for high-ticket priced homes (>INR 1.5 Cr). This is a 14% yearly rise against approx. 99,550 units

sold back in Q1 of CY2022. The real estate market in Delhi-NCR has witnessed several trends in recent years. With the growth of startups and the gig economy, there has been an increase in demand for flexible office spaces. Several factors contribute to the growth of the real estate market in Delhi-NCR. One of the significant drivers is the rapid urbanization of the region. As more people move to Delhi-NCR for work, the demand for housing and commercial properties increases. The experts in real estate sector have identified the following opportunities for the sector :

Housing Demand

The pandemic has encouraged a lot of fence-sitters to convert into first-time home buyers and existing ones to upgrade to larger homes by re-establishing the security that homeownership offers, resulting in rising housing demand across segments. An expected economic recovery along with the belief of housing prices bottoming out amongst consumers and rising income levels are some of the factors which will drive the housing demand going ahead. Hybrid working models will also continue to drive demand for larger homes. Employers are expected to continue to offer flexibility to their employees in order to attract and retain talent.

Over-population

India is touted to be the most populous country by the year 2050. More than 50 per cent of people are urban centres and Tier 1 cities. To accommodate the population, India would require more new cities and urban centres on a mass scale in order to provide the required resources to the inhabitants. Sector Consolidation

The highly fragmented Indian real estate sector has been in a prolonged consolidation phase from the past few years and the pandemic has been one important factor pushing weaker players out of business. The disruptions in the real estate sector have ensured that no new player has an easy entry into the sector. As the sector moves towards fewer big players in each region, the consolidation presents a lucrative opportunity for the existing real estate developers to cater to the rising housing demand.

Affordable Housing

Affordable housing continues to remain a significant opportunity for developers and key focus area of the government. While the tax benefit for first-time homebuyers and tax holiday for developers in affordable housing segment was rolled back in Budget 2022, we believe it will not deter homebuyers''decision

of purchasing homes and demand will continue to be strong in affordable housing segment. Interestingly, the share of launches in the affordable segment across the top 7 cities of India, has dropped from 26% in CY2021 to 20% in CY2022, according to ANAROCK Research. The affordable housing segment could see a meaningful uptick in demand with an expected economic recovery and rising income levels.

Digital Real Estate Sales Over the past few years, digital marketing has emerged as an important tool for real estate developers to boost their sales and reach out to customers globally. While the earlier marketing activities were limited to building consumer experience and establishing connection through digital means, the pandemic has forced the developers to change their conventional sales models. Developers who have been able to migrate their sales process from on-boarding of customers to closing the deal online, have recorded healthy sales even during the lockdown. Digital collaboration tools can be leveraged by the developers to interact with potential customers, showcase project brochures, facilitate virtual site tours, and focus on NRIs to propel the sales. Going ahead, it will be imperative for the developers to adapt to a tech-savvy future in terms of digital platforms for sales and marketing and also introduce enhanced automation at sites. The Company strongly believes that the Real Estate Sector is bound to improve in long term. Your Company has managed well even during turbulent times due to its inherent strengths like a well-accepted brand, well-designed projects and trust among members, creditors and other financial institutions. Your Company is hopeful that the Real Estate Sector will improve in near future and the Company is looking forward to grab new opportunities by launching new projects particularly through collaboration route and ensure timely delivery of existing projects.

Threats & Challenges Regulatory Hurdles

Real estate sector is a highly regulated sector and any unfavorable changes in government policies and the regulatory environment can adversely impact the performance of the sector. There are substantial procedural delays with regards to land acquisition, land use, project launches and construction approvals. Retrospective policy changes and regulatory bottlenecks may impact profitability and affect the attractiveness of the sector and companies operating within the sector.

Long Pending Infrastructure Projects

There are a lot of impending projects in the Indian real estate market starting from public sector projects to private sector housing colonies. There is a delay happening in the completion of these projects and the reason for this is that the project does not get enough funding or there is a lack of technology to complete these projects on time. Another big challenge in the Indian real estate sector is the protracted approval process because project approvals in India take about days to years because there is no option of a single-window clearance and it often results in time and cost escalations. Outdated Building Techniques The Indian real estate sector is still dependent on old building techniques and hence they are over-dependent on extensive human labour for construction activities. Whereas, high-quality building materials such as concrete and iron slabs are used in new construction techniques. Therefore, today it is very important for developers to rely on modern building techniques which will help reduce construction time and labour cost and in that way the projects can be delivered fast. Monetary Tightening and Funding Issues There has been a contrasting trend in real estate lending over the past few years wherein reputed, low leveraged developers continued to enjoy easy access to liquidity as lenders remained selective and weaker developers struggled with limited sources of capital. Real estate sector performance is closely linked to economic recovery and its monetary policies. The Reserve Bank of India has so far maintained accommodative stance as it tries to support economic recovery. However, going ahead we expect to see monetary tightening as the central bank tries to control inflation in the country. A nascent economic recovery along with rising interest rates could impact the real estate sector in the near term as cost of housing loans shoots up with rise in the cost of funding for the developers, who are already facing margin pressure due to commodity cost inflation. Review of Operations

1. Development Business & Retailing The Company is mainly indulged in the activities related and associated with development and sale of residential real estate which include plotted developments, houses, villas and apartments of varying sizes and integrated townships and also the high end, luxury residential projects. Apart from these, the development business also includes certain commercial and shopping complexes, including the

ones that are integral to the residential

developments.

â¢ Residential segment

Indian residential real estate market is witnessing a surge in new launches as the appetite for homeownership remains strong.This is evident in the 18% quarterly uptick in new unit launches across the top 7 cities, rising from approximately 92,900 units in Q4 of CY2022 to 1.09 Lakh units in the quarter Q1 of CY2023. Additionally, there was a significant 23% upsurge in new launch supply on yearly basis.

The surge in new residential supply can be attributed to the unwavering appetite for homeownership, with the demand for housing continuing to rise unabated. Consequently, leading and listed developers have ramped up their efforts to meet the demand for new residential properties.

â¢ Retail Segment

The growth of this sector is well complemented by the growth in the corporate environment and the demand for office space as well as urban and semi-urban accommodations. The construction industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all sectors of the economy. Commercial Segment has consolidated growth trajectory owing to improved business sentiments and rising growth prospects in the IT/ITES sector attributed to improving macroeconomic dynamics and corporate expansion. Commercial real estate are also growing significantly, providing the much-needed infrastructure for India''s growing needs.

â¢ Office Segment

The office segment was adversely impacted due to the pandemic; however, it exhibited a resilient performance during the year with steady recovery in the business. A steady recovery is expected in the office segment primarily led by the strong growth momentum of the technology sector. According to NASSCOM, the IT and Business Process Management industry''s revenue is expected to grow to US$ 300 - 350 billion by 2025. The hiring trends in this sector have also witnessed a significant jump and according to various reports, the top 5 IT companies were reported to have hired more than 2,50,000 new employees during the last 2 years. This expected growth along with a strong

hiring trend and an effective vaccination rollout across the country is expected to drive the office leasing recovery in the near term.

2. Hospitality Operations

During the Finanical Year 2022-23, there have been no operations in the Hospitality Division of the Company having the Brand "The Great Kabab Factoryâwhich has been franchised from Umak Hospitality Pvt. Ltd.

Outlook

The rapid change in macroeconomic fundamentals is changing the playbook for real estate investment globally as well as in the region. Despite the challenging climate in the last decade both globally and in India, cross-border investments have remained remarkably resilient, gaining

11.8% in the first nine months of CY 2022. With macroeconomic headwinds remaining significant, we expect to see a period of price discovery as asset managers, investors, and developers reconcile the gap between the asking and bidding prices to find a new market equilibrium.

After record 2022 for the housing sector, the prospects for 2023 remains cautiously optimistic due to the emerging global headwinds. Residential demand continued to remain strong in the first quarter of CY 2023 but demand in the following quarters will depend largely on how things pan out in the global market. There is a possibility of a recession in major global markets including the U.S., Europe and India cannot be decoupled from it.

Further, in 2023, new launches may remain well under control across most top cities. Ready-to-move-in will continue to be the most preferred but the demand for new launches will also gain momentum. This is largely because the new supply in the market is and will continue to be dominated by the large and listed developers. There is a sense of confidence among the buyers for these developers and hence they will continue to perform well and see significant sales, just as they did in 2022.

Internal Control systems and their adequacy The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure that:

Â¦ Effective & adequate internal control environment is maintained across the Company.

Â¦ All assets and resources are acquired economically, used efficiently and are adequately protected.

Â¦ Significant financial, managerial and operating information is accurate, reliable and is provided timely; and

Â¦ All internal policies and statutory guidelines are complied with.

The effective implementation and independent monitoring of internal controls and processes is done by the Internal Audit. The Audit Committee of the Board reviews the Internal Audit findings and provides guidance on internal controls. It ensures that Internal Audit recommendations are effectively implemented. The Audit Committee of the Company met four times during the financial year 202223. It reviewed, inter-alia, the adequacy and effectiveness of the Internal Control Systems and monitored implementation of Internal Audit recommendations and overlooked other financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Outlook on Risks and Concerns

The management of the company is well aware about the major risks and threats posed to the industry in which the Company operates viz., economic, regulatory, taxation and environmental risks and also the investment outlook and strategy that prevails in the Indian Real estate sector. The risks that may impact the normal functioning of operations of the Company and its potential for future developments may include Market risk, Inflation risk, liquidity risk, counter-party risk, commodity risk and credit risk etc.

The Audit Committee and the Board of Directors of the Company have been implementing proper and appropriate risk management policies and guidelines in order to develop a proper base for tolerance of risk. The Company has developed a proper framework and process for monitoring of the exposures to risks and to implement the measures in timely and effective manner. Also, it is constantly reviewed by the management for further development and improvement. The Company also has a

very strong in-house Legal Department to take care of Legal and Regulatory Risks in routine. The requisite insurance covers are also taken by the Company for covering the disasters etc.

Human Resources

Human Resource asset is the most important factor for the Company''s business operations and its growth. The main focus continues to be on the development of key talent, working closely with our outsourced partners in various areas of our operations and ensuring optimum utilization of manpower in coordination with the Company''s business strategy. The company conducts consultations, dialogues, deliberations, negotiations and meetings in a congenial environment and arrives at amicable solutions to issues that crop up from time to time. Our Reward & Recognition/ incentive programme continues to strive to build culture of meritocracy and strengthen alignment of performance and reward.

As on 31st March, 2023 the Company''s "on rollsâtalent pool comprised of 202 employees.

Details of Significant Changes in the Key Financial Ratios in comparison with the previous financial year alongwith detailed explanations for such changes:

Ratio	FY 2022-23	FY 2021-22	Percentage Variance	Explanation for Significant Change
Debtor Turnover Ratio	2.12	2.26	-6.02%	No explanation required.
Inventory Turnover Ratio	0.10	0.09	13.73%	No explanation required.
Interest Coverage Ratio	0.56	0.40	40.30%	The Interest Coverage Ratio has only slightly improved as compared to FY 2021-22 due to increase in profit before tax in current financial year and also due to decreased Interest expense as one of the loan obligation has been settled in current financial year as compared to last year.
Current Ratio	1.01	1.04	-3.85%	No explanation required.
Debt Equity Ratio	3.75	3.67	2.30%	No explanation required.
Operating Profit Margin	28.67	24.99	14.72%	No explanation required.
Net Profit Margin	-0.25%	-11.72%	-97.90%	The Net Profit Margin has improved on account of following reasons: 1. EBITA has improved in current year. 2. Interest expense is reduced on account of settlement of one of the loan obligation.
Return on Net Worth	-0.28%	-9.15%	-96.93%	The improvement in this ratio indicates that the company is effectively utilizing its resources to run the business. The Major reasons for improvement in this ratio are as follows: 1. PAT has been slightly improved from the last year. 2. There has been increase in the Equity capital during the year.

Cautionary Statement

Statements in this Management Discussion and Analysis contain certain forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Company''s operations include a downward trend in the real estate development industry, rise in input costs and significant changes in political and economic environment, environment standards, tax laws, litigation and labour relations etc. The shareholders and readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources thought to be reliable.

AWARD OF ISO 9001: 2015 Your Company continues to enjoy the privilege of ISO 9001:2015 Certification granted to it on 17th April, 2023 through well-known certification agency "DNV GL - Business Assurance". The Management System Certificate is valid till 15th April, 2026. It will be the constant endeavour of the management to continuously stress on systems/quality for ultimate delivery of its products.

DECLARATION BY INDEPENDENT DIRECTORS

In the first Board Meeting held for the financial year 2022-23, all the Independent Directors of the Company furnished to the Company a declaration to the effect that they meet the criteria of independence as provided in Subsection 6 of Section 149 of Companies Act, 2013 read with Schedule IV thereof. They have also furnished their respective declarations pursuant to Rule 6(1) and (2) of Companies (Appointment & Qualifications of Directors) Rules, 2014 with respect to their registration on the website of Indian Institute of Corporate Affairs and payment of membership fee. POLICIES OF THE BOARD OF DIRECTORS/ COMPANY

I. Nomination and Remuneration Policy

The Company''s policy on directors'' appointment and remuneration is as under:-

Appointment criteria and qualifications:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/ her appointment.

b) A person should possess adequate

qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as the Managing Director/Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Remuneration to Whole-time/

Executive/Managing Director, KMP

and Senior Management Personnel:

a) Fixed pay:

The Managing Director, Wholetime Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee. The breakup of the pay scale and quantum of perquisites including, employer''s contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b) Minimum Remuneration:

If, in any Financial Year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director/Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Managing Director/Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/ she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive/ Independent Directors:

a) Remuneration/Commission:

The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013.

b) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof, provided that the amount of such fees shall not exceed ?40,000 per meeting of the Board or Committee or such amount as may be approved by the board within the limits prescribed by the Central Government from time to time.

c) Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

II. Corporate Social Responsibility Policy

During the year 2022-23, no expenditure was made by the Company towards Corporate Social Responsibility initiatives as the Company is continuously incurring losses since the financial year 2016-17 due to prevailing downfall in the Real Estate Sector as a consequence of which

the average net profit in accordance of Section 135 of the Companies Act, 2013 is negative for the Financial Year under review.

The details about the policy developed and implemented by the Company on Corporate Social Responsibility are given in the "Annexure-I" forming part of this report as specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy has been disclosed on the website of the Company.

III. Statement concerning Development and Implementation of Risk Management Policy

The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objectives, the policy establishes a structured and methodical approach to risk management, in order to guide decisions on risk related issues.

As a matter of policy, these risks are assessed and appropriate steps are taken to allay the same so that the element of risk threatening the Company''s existence is very minimal.

IV. Whistle Blower Policy and Vigil Mechanism

Your Company being a Listed Company,

has established a Vigil (Whistle Blower) Mechanism and formulated policy to enable director/s or stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, actual or suspected fraud or violation of the Code of Conduct or Policy for the time being in force. The Whistle Blower Policy of the Company is available on the Company''s Website.

V. Related Party Transactions Policy

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has in place a Related Party Transactions (RPT) Policy to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company and its Related Parties. All Related Party Transactions are approved by the Audit Committee prior to entering into the transactions. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. The Policy has been disclosed on the website of the Company, link for which is https://www. ansals.com/common/images/policv-on-related-party-transactions-new.pdf

VI. Financial Control Policy

The Company has a well-defined Financial Controls Policy which has been framed keeping in view the provisions of the Companies Act, 2013 and the Listing Regulations. The objective of the Policy is to ensure the orderly and efficient conduct of business of the Company including adherence to the Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Policy has been disclosed on the website of the Company.

VII. Policy on Diversity of Board

Your Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience and knowledge etc. of the members of the Board which is inevitable for achieving sustainable and balanced development. Keeping this in view, the Company has framed a "Policy on Board Diversity"in accordance with provisions of the Companies Act, 201 3 and Listing Regulations. The Policy on Board Diversity shall help the Nomination & Remuneration Committee of the Company while considering and recommending appointment of persons on the Board of Directors of the Company.

VIII. Policy on prevention of Sexual Harassment of Women at workplace

The company has adopted the guidelines and procedures of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to evolve a permanent mechanism for the prevention and redressal of sexual harassment cases and other acts of violence in the organisation and to create and maintain a sensitive and congenial democratic working environment in which every woman can work in a community free of violence, harassment, exploitation, intimidation and stress.

IX. Policy for determining Material Subsidiary In terms of provisions of the SEBI Listing Regulations, your Company has a policy for determining ''Material Subsidiary'' and the said policy is available on the Company''s website at https://www. ansals.com/page/determining material subsidiary

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors met five times during the financial year under review for which notices were served in accordance with Section 173(3) of the Companies Act, 2013 at their addresses registered with the Company by the permitted mode of delivery. As on 31st March, 2023, the Board had five committees, namely the Audit Committee, the Corporate Social Responsibility (''CSR'') Committee, the Stakeholders'' Relationship Committee, Committee of Directors and Nomination and Remuneration Committee. A detailed note on composition of the board, committees, meetings, attendance thereat is provided in the Corporate Governance Report which forms part of the Annual Report.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s. Dewan P.N. Chopra & Co. Chartered Accountants are the Statutory Auditors of the Company who were re-appointed by the shareholders in their Annual General Meeting held on, 27th September, 2022 for the second term of five consecutive years from the conclusion of 38th Annual General Meeting (AGM) till the conclusion of 43rd AGM.

The Board has duly examined the Statutory Auditors''Report to the accounts, which is self-explanatory. Clarifications wherever necessary, have been included in the Notes to Accounts section of the Annual Report and the Management''s view on the Qualification made by Statutory Auditors in their report is mentioned below:

Details of Audit Qualification:	Management'' view on Audit Qualification:
IFCI Limited has revoked the restructuring and recalled repayment ofoutstanding dues amounting Rs.13,258.29 Lakh (including interest). The company has not recognized the default interest cost amounting Rs.141.47 Lakh, Rs. 86.92 Lakh and Rs 164.41 Lakh for the quarter ended March 31, 2023, December 31,2022 and March 31,2022 respectively and Rs. 546.54 Lakh and Rs. 500.58 Lakh for the year ended March 31,2023 and March 31,2022. The company is in discussion with the lender to resolve the matter in the best possible manner. The Company''s records indicate that had management recognized the default interest, an amount of Rs.141.47 Lakh, Rs. 86.92 Lakh and Rs.164.41 Lakh for the quarter ended March 31,2023, December 31,2022 and March 31, 2022 respectively, Rs. 546.54 Lakh and Rs. 500.58 Lakh for the year ended March 31,2023 and March 31,2022 would have been required to provide for as finance cost. Accordingly, Finance Cost, Deferred tax assets and Loss after tax would have been increased by "Rs.141.47 Lakh ,Nil, Rs. 141.47Lakh" "Rs. 86.92 Lakh, Nil, Rs. 86.92 Lakh", "Rs.164.41 Lakh, Rs. 45.74 Lakh, Rs. 118.67 Lakh" for the quarter ended March 31,2023, December 31,2022 & March 31,2022 respectively, "Rs. 546.54 Lakh, Nil, Rs. 546.54 Lakh", "Rs. 500.58 Lakh, Rs. 139.26 Lakh, Rs. 361.32 Lakh" for the year ended March 31,2023 and March 31,2022 respectively and shareholder''s fund would have been reduced by Rs. 141.47 Lakh, Rs. 86.92 Lakh and Rs.118.67 Lakh for the quarter ended March 31,2023, December31,2022 and March 31,2022 respectively and Rs. 546.54 Lakh and Rs. 361.32 for the year ended March 31,2023 and March 31,2022 respectively.	The Company and IFCI are in discussion to resolve this outstanding default debt for suitable mutual resolution. The Company is very much hopeful of the resolution. Considering the discussion and proposed resolution in pipeline management is of the view that this interest liability will not arise on the company.
The Company has investment of Rs. 491.67 Lakh in Housing and Construction Lanka Private Limited (a wholly-owned subsidiary company located in Sri Lanka) by way of equity shares. The Board of Investment ("BOI") has terminated the agreements for the development of an integrated township in Sri Lanka between the subsidiary and the BOI. The subsidiary company had filed an arbitration claim against the BOI of Sri Lanka. During the FY. 2017-18, the management of the subsidiary company has written off all assets. Now the subsidiary company does not have enough assets to redeem the said investment. The Company''s records indicate that had management recognized the impairment, an amount of Rs. 491.67 Lakh would have been required to provide for as Impairment Loss on Investment. Accordingly, Impairment Loss on Investment, Deferred tax assets and Loss after tax would have been increased by Rs. 491.67 Lakh, Rs. Nil and Rs. 491.67 Lakh respectively and shareholder''s fund and Investment in the Subsidiary would have been reduced by Rs. 491.67 Lakh for the year ended March 31,2023.	The subsidiary company had filed an arbitration claim against the Board of Investment of Sri Lanka (BOI). The management is of the opinion that they will be able to redeem the said investment completely.
In respect of repayment of public deposits and settlement of saidpublic deposit with the respective depositors, the impact, if any, as per the provisions of the Companies Act, 2013 on the financial statements, is presently not ascertainable.	After the appeal of the Company before the Hon''ble Supreme Court was dismissed as withdrawn, the Company entered into full and final settlement of the balance payment of the maturity amount and issued post-dated cheques (PDC) to substantial depositors and the same has been duly agreed and accepted by the respective depositors. This process is diligently followed by the Company. In due compliance with the Companies Act, holistically, the company has settled substantial depositors. The PDC as issued are being duly encashed/ honoured as per the agreed terms and conditions of the settlement. The Company has taken legal opinion to substantiate/ corroborate its acts. As per the legal opinion, the process of repayment adopted by the Company meets the requirement of the applicable provision of the Companies Act, 2013.

Further, since no fraud has been reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013, no details are required to be given in the Directors'' Report as required by Section 134(3)(ca) of the Companies Act, 2013.

Cost Auditors

M/s. U. Tiwari & Associates, Cost Accountants, were appointed as the Cost Auditors for the financial year 2022-23 to conduct cost audit of the accounts maintained by the Company

in respect of the various projects prescribed under the applicable Cost Audit Rules. The Cost Audit Report given by the Cost Auditors for the financial year 2022-23 shall be filed as per the requirements of applicable laws.

It is proposed to re-appoint M/s. U. Tiwari & Associates, Cost Accountants as the Cost Auditors for the financial year 2023-24 and Board of Directors of your company, on the recommendations of the Audit Committee, has re-appointed them. In accordance with

the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for the financial year 2023-24 for approval by shareholders at the ensuing Annual General Meeting.

Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and the Regulation 24A of the SeBI (Listing

As on 31st March, 2023, the composition of board was as given hereunder:
Name	DIN	Designation	Date of Appointment
Mr. Kushagr Ansal	01216563	Whole time Director & CEO	26.08.2006
Mrs. Neha Ansal	08469989	Non-Executive Director	02.07.2019
Mrs. Iqneet Kaur	05272760	Independent Director	29.07.2020
Mr. Bal Kishan Sharma	09675600	Independent Director	09.08.2022

Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, M/s. Rahul Jain & Co. and M/s Parveen Rastogi & Co., Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company and its Material Subsidiary, viz. M/s Geo Connect Limited respectively for the financial year 2022-23. The Secretarial Audit Reports submitted by them in the prescribed form MR-3 are attached as "Annexure-IIA and IIB" respectively and form part of this report. The Secretarial Audit Reports are self-explanatory.

OTHER STATUTORY DISCLOSURES Web address of Annual Return

In terms of the provisions of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT-7 shall be placed on the website of the Company as soon as the same shall be filed with the Registrar of Companies. The Web link to access the same is https://www.ansals.com/ page/annual return

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 During the year under review, your Company had not granted any loans, guarantees or made investments falling under Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

As a part of its philosophy of adhering to highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The said policy on related party transactions has been placed on the Company''s Website. All Related Party Transactions are placed on a quarterly basis before the Audit Committee for its review. The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 for the financial year 2022-23 are provided as "Annexure -III" to this report forming part hereof.

PARTICULARS OF EMPLOYEES

Information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure-IV" to this Report. Your Board of Directors affirms that the remuneration paid is as per the Remuneration Policy of the Company.

Your Company has taken necessary approvals as required by Section 188 read with the Companies (Meeting of Board and its Powers) Rules, 2014 from time to time in respect of the related party transactions.

Material changes and commitments, 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

No material changes or commitments have occurred between the close of the financial year of the Company to which the balance sheet relates and the date of the report which may affect the financial position of the Company. Board Evaluation

Pursuant to applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, had formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including independent directors.

A statement containing, inter alia, particulars of top ten Employees in terms of remuneration drawn and name of every employee, if employed throughout the financial year in receipt of remuneration of ? 102 lakhs or more or employees employed for part of the year and in receipt of ? 8.5 lakhs or more per month pursuant to Rule 5(2) and 5(3) of the Companies

addition, the Chairman was also evaluated on the key aspects of his role. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on rating scale of 1-3. The directors expressed their satisfaction with the evaluation process.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Surrinder Lal Kapur, Mr. Maharaj Kishen Trisal and Mr. Ashok Khanna Independent Directors of the Company have resigned from the office of Independent Directors w.e.f 10th August, 2022, 11th November, 2022 and 11th November, 2022 respectively due to their personal reasons. Further Mr. Surrinder Lal Kapur, Mr. Maharaj Kishen Trisal and Mr. Ashok Khanna had confirmed in their resignation letters that there were no other reasons for their resignations. During the year under review, Mr. Bal Kishan Sharma (having DIN: 09675600) was appointed as an Additional Non Executive Independent Director on the Board with effect from 09th August, 2022 to hold office upto the date of next Annual General Meeting. He being eligible was regularized as Non Executive Independent Director, not liable to retire by rotation, by the shareholders of the Company in the Annual General Meeting of the Company held on 27th September, 2022. In accordance with the provisions of section 152 of Companies Act, 2013, Mr. Kushagr Ansal, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors. Further, all the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of this Report is attached herewith in "Annexure-V"

APPLICATION MADE OR PENDING UNDERTHE INSOLVENCY AND BANKRUPTCY CODE, 2016 All pending proceedings alongwith their status as on 31st March, 2023 are enclosed herewith as "Annexure-VI".

There are no instances of one time settlement during the financial year.

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

A. Conservation of Energy and Technology Absorption

Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

B. Foreign Exchange Earnings and Outgo

a) Activities Relating to	As the company
exports	operates in
b) Initiatives taken to	Real Estate, the
increase exports	Company is not
c) Development of	involved in any
new export markets for products and	activity relating
services	to export.
d) Export plans
Particulars of Foreign Exchange Earnings and
Outgo - a) Foreign Exchange	? Nil
Earnings - through Credit Cards as per bank certificates/advices
b) Dividend Received in foreign ? Nil
currency (Net of CDT) c) Foreign Exchange Outgo
Payment of Brokerage	? Nil
Travel Expenses	? 3,56,869
Property Exhibition	? Nil
Professional Expenses	? Nil

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE No significant and material orders were passed by the regulators or courts or tribunals during the financial year 2022-23 which have an impact on the going concern status and company''s operations in future.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of Ansal Housing Ltd., which form the core values

of the Company. These guiding principles are also articulated through the Company''s code of business conduct, corporate governance guidelines, charter of various sub-committees and disclosure policy. Pursuant to the Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Parveen Rastogi & Co., Company Secretary in Practice, on compliance with corporate governance norms under the Listing Regulations, has been annexed as part of this Report.

INVESTORS'' GRIEVANCE

In order to comply with the provisions of Regulation 46 read with other regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has designated an e-mail ID - sect@ansals. com which is exclusively for the clarifications/ queries/grievance redressal of the investors of the Company.

VOLUNTARY DE-LISTING OF EQUITY SHARES At present the Equity shares of the Company are listed on BSE Limited (BSE) only. The Board of Directors of the Company, in their meeting held on 09th August, 2022 has approved, Inter alia, a proposal for Voluntary Delisting of the Company''s Equity Shares from National Stock Exchange of India Ltd. (NSE) without giving any exit opportunity to the shareholders, pursuant to Regulation 5 and 6 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations and amendments made thereto. However, the Company''s Equity Shares shall continue to remain listed on BSE, which is a recognized stock exchange having nationwide trading terminals as per Delisting Regulations and delisting of Equity Shares from NSE will not adversely affect the Shareholders. With effect from 19th October, 2022, NSE has withdrawn the admission to deal in Equity Shares of the Company.

Further the listing fees payable to the BSE for the financial year 2023-24 has been paid. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of Women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and relevant rules thereunder. During the year under review, no case was reported in the nature of sexual harassment at any workplace of the Company and any of its subsidiaries/associates.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, confirm :

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations 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 for the financial year ended 31st March, 2023 and of the loss of the Company for that period;

iv. that the directors had prepared the annual accounts on a going concern basis; and

v. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. that the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Board of Directors of your Company hereby confirms that all the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), i.e. Secretarial Standard-1, Secretarial Standard-2 and Secretarial Standard-3 pertaining to ''Meetings of the Board of Directors'', ''General Meetings''and''Dividend''respectively have been duly complied with by the Company during the year under review.

ACKNOWLEDGEMENTS AND APPRECIATION

The Board of Directors of your Company wishes to place on record its appreciation to the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, Company''s bankers and business associates, for the assistance, co-operation and encouragement they extended to the Company.

The Directors also extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent allround operational performance. The Directors would like to thank shareholders and deposit holders for their support and contribution. We look forward to their continued support in future.

Regd. Office: For and on behalf of the Board of Directors

606, 6th Floor, Indra Prakash,

21, Barakhamba Road, Sd/- Sd/-

New Delhi - 110 001. Kushagr Ansal (Bal Kishan Sharma)

Place : Vaishali, Ghaziabad Whole-time Director & CEO Director

Dated : 29^th May, 2023 DIN: 01216563 DIN: 09675600

Mar 31, 2018

The Directors of your Company have immense pleasure in presenting the 34th Board Report on the Companyâs business and operations, together with the Audited Statement of Accounts for the financial year ended 31st March, 2018. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS AND APPROPRIATIONS

In compliance with the provisions of Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the Listing Regulations), the Company has prepared its standalone and consolidated statements as per IND-AS for the financial year 2017-18. Your companyâs performance on standalone basis during the year as compared with that of during the previous year is summarised as under:

(Figures in Rs. Lacs)

Particulars	2017-18			2016-17
Total Revenue			22496.75		28940.50
Less:
Total expenses excluding depreciation and finance cost		17333.75		22628.47
Depreciation		157.44		206.81
Finance Cost		8111.50	25602.69	6990.23	29825.51
2 Net Profit/(Loss) before Tax			(3105.94)		(885.01)
Less:
-Provision for Tax			(973.56)		(265.30)
3 Net Profit/(Loss) after Tax but before prior period items			(2132.38)		(619.71)
Less:
-Tax Provisions for earlier years			-		3.84
4 Net Profit/(Loss) after Tax and prior period items			(2132.38)		(623.55)
Add :
Other Comprehensive Income			49.97		34.13
5 Net Profit/(Loss) after Comprehensive Income			(2082.41)		(589.42)
Add:
Surplus profit brought forward from previous year			9363.78		10343.64
6 Balance available for appropriation			7231.40		9720.10
Less: Appropriations
-Proposed Dividend Nil (Previous Year 6%)		-	-
-Dividend Tax thereon		-	-
-Transfer to General Reserve/CRR		-	-
-Dividend/Dividend Tax for earlier years		-	-	-	-
7 Surplus profit carried over to Balance Sheet			7231.40		9720.10
8 EPS (Basic & Diluted)			(3.51)		(0.99)

FINANCIAL REVIEW

During the financial year 2017-18, the net revenue from operations for the standalone entity decreased to Rs. 224.97 crores from Rs. 289.41 crores in the previous year showing a decline of around 22%. In line with decrease in revenues, the operating profit before interest, tax, depreciation and amortization (EBITDA) decreased from Rs. 63.12 crores to Rs.51.63 crores and there was a loss after tax of Rs. 21.32 crores for the year under review as against a loss after tax of Rs. 6.24 crores for the last financial year. The decrease in the revenue and profits is due to general recession in the real estate sector during the financial year 2017-18. In line with the above, the consolidated revenue from operations stood at Rs. 275.39 crores during the financial year 2017-18 against revenue of Rs. 331.59 crores in the previous year showing a downturn of 16.95%. Net consolidated loss from ordinary activities after tax for the financial year 2017-18 was Rs. 19.09 crores against the net loss of Rs. 3.26 crores in the previous year.

TRANSFER TO RESERVES Considering the losses incurred during the financial year 2017-18, the Company does not propose to transfer any amount to the General Reserve.

DIVIDEND

Based on Companyâs performance during the year, the Directors do not propose payment of any dividend for the financial year 2017-18.

BUSINESS REVIEW

The year 2017-18 as we all know has set a new benchmark for the Indian real estate sector. The implementation of demonetisation in November 2016 had the entire economy reeling during initial quarters of 2017-18 and the realty segment was not pardoned either, with land sales reaching stagnation due to more involvement of cash transactions. However, this eventually helped reduce land prices thereby making the end products more affordable to the consumers. By April 2017, when the markets were looking to stabilise, RERA and GST were announced in succession which again caused some inertia due to confusion among buyers and developers alike, with both awaiting the final set of RERA notifications/legislation from their respective state regulatory bodies.

While business cycles have been affected this year due to buyers holding back purchases in anticipation of regulatory changes, and sales are still witnessing a slowdown, we are observing signs of recovery as the triple effects of demonetisation, RERA and GST have begun to shape up the sector with new standards of delivery, accountability and transparency.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the period under review. The Company is currently developing/building various projects at Gurugram, Meerut, Agra, Alwar, Ajmer, Indore, Karnal, Yamunanagar, Jhansi, Jammu, Muzaffarnagar, Rewari, Shahpur and Ghaziabad. Construction at all locations is progressing as per schedule and possession of ready units in various projects shall be handed over to the customers as per the agreed time schedule.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of Section 125 of the Companies Act, 2013, the relevant amount against the final dividend for the financial year 2010-11, remaining unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government by 4th November, 2018. Members who have not yet encashed their dividend warrant(s) pertaining to the final dividend for the financial year 2010-11 are requested to lodge their claims with the Company on or before 25th October, 2018 otherwise the Company would have no other option but to transfer this amount to the IEPF by 4th November, 2018 which is the last date for transfer of the said amount. No claim shall lie further against the Company for the amounts so transferred.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on 31st March, 2018 on the website of the Company (www. ansals.com).

FIXED DEPOSITS

The Company had been inviting/accepting and renewing deposits from the public and its shareholders for past many years in accordance with the provisions of the Companies Act, 1956/2013 read with the Companies (Acceptance of Deposits), Rules, 1975/2014. However, the Company stopped accepting/renewing public deposits with effect from 1st April, 2016 in view of nonavailability of deposit insurance which was a mandatory condition at that time for acceptance/renewal of deposits. The Company owed a principal amount of Rs. 99.50 crores towards the public depositors when it stopped taking/renewing further deposits on 1st April, 2016.

Due to prolonged extreme and severe overall recession in the real estate sector since financial year 2013-14, it (the sector) has become virtually deserted. As a result, the turnover of the Company had been badly affected leading to repercussions on a much wider scale making it difficult for the Company to refund the whole amount of Rs. 99.50 crores at once after the closure of the fixed deposit scheme. In view of the above, the Company in the month of July, 2016 had approached the Honâble National Company Law Tribunal (NCLT), New Delhi seeking its approval to repay public deposits in instalments. Vide its Order dated 3rd October, 2016, the NCLT had accepted and approved in principle, the repayment proposal of the company for extension of time in respect of repayment of matured deposits in a phased manner over a period of 24 months from the due date in view of the past track record of the Company subject to periodical review of the scheme. Thereafter, regular review of the fixed deposit scheme has been done by Honâble NCLt and the Company has been refunding the public deposits in accordance with the orders of the Honâble NCLT.

The details relating to the deposits as required by Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are given below:

* The payments are being released to the depositors in accordance with the orders passed by the Honâble NCLT, New Delhi from time to time.

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2018 stood at Rs. 5938.58 lakhs.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March, 2018, your Company had 20 Subsidiaries and 1 Associate Company details whereof are set out at appropriate place in the Annual Report. No Company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of your Company during the year under review. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the Audited Standalone and Consolidated Financial Statements, has been placed on the website of the Company at www.ansals.com. Further, Audited Financial Statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.ansals.com.

DECLARATION BY INDEPENDENT DIRECTORS

In the first Board Meeting held for the financial year 2017-18, all the Independent Directors of the Company furnished to the Company a declaration to the effect that they meet the criteria of independence as provided in Subsection 6 of Section 149 of Companies Act, 2013 read with Schedule IV thereof.

POLICIES OF THE BOARD OF DIRECTORS/ COMPANY

I. Nomination and Remuneration Policy

The Companyâs policy on directorsâ appointment and remuneration is as under:-

Appointment criteria and qualifications:

b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as the Managing Director/ Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Remuneration to Whole-time/ Executive/Managing Director, KMP and Senior Management Personnel:

a) Fixed pay:

The Managing Director, Wholetime Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee. The breakup of the pay scale and quantum of perquisites including, employerâs contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b) Minimum Remuneration:

c) Provisions for excess remuneration:

If any Managing Director/Wholetime Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/ she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government. Remuneration to Non- Executive/ Independent Directors:

a) Remuneration/Commission:

The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013.

b) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof, provided that the amount of such fees shall not exceed Rs. 40,000 per meeting of the Board or Committee or such amount as may be approved by the board within the limits prescribed by the Central Government from time to time.

c) Commission:

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

II. Corporate Social Responsibility Policy

The details about the policy developed and implemented by the Company on Corporate Social Responsibility and initiatives taken during the year 2017-18 are given in the âAnnexure-Iâ forming part of this report as specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy has been disclosed on the website of the Company (www.ansals.com).

III. Statement concerning Development and Implementation of Risk Management Policy

In todayâs turbulent and competitive environment, strategies for mitigating inherent risks are imperative for triggering the growth graph of the Company. The common risks inter alia are: Hazard risk, Regulatory risks, Competition, Business risk, Technology Obsolescence, Investments, Retention of talent and Expansion of facilities etc. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk etc.

As a matter of policy, these risks are assessed and appropriate steps are taken to allay the same so that the element of risk threatening the Companyâs existence is very minimal.

IV. Whistle Blower Policy and Vigil Mechanism

Your Company being a Listed Company, has established a Vigil (Whistle Blower) Mechanism and formulated policy to enable director/s or stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, actual or suspected fraud or violation of the Code of Conduct or Policy for the time being in force. The Whistle Blower Policy of the Company is available on the Companyâs Website.

V. Related Party Transactions Policy

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has in place a Related Party Transactions (RPT) Policy to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company and its Related Parties. All Related Party Transactions are approved by the Audit Committee prior to entering into the transactions. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. The Policy has been disclosed on the website of the Company, link for which is http://www.ansals.com/pdfs/policy-on-related-party-transaction.pdf..

VI. Financial Control Policy

The Company has a well-defined Financial Controls Policy which has been framed keeping in view the provisions of the Companies Act, 2013 and the Listing Regulations. The objective of the Policy is to ensure the orderly and efficient conduct of business of the Company including adherence to the Companyâs policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Policy has been disclosed on the website of the Company.

VII. Policy on Diversity of Board

Your Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience and knowledge etc. of the members of the Board which is inevitable for achieving sustainable and balanced development. Keeping this in view, the Company has framed a âPolicy on Board Diversityâin accordance with provisions of the Companies Act, 2013 and Listing Regulations. The Policy on Board Diversity shall help the Nomination & Remuneration Committee of the Company while considering and recommending appointment of persons on the Board of Directors of the Company.

VIII Policy on prevention of Sexual Harassment of Women at workplace.

Policy on prevention of Sexual The company has adopted the guidelines and procedures of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to evolve a permanent mechanism for the prevention and redressal of sexual harassment cases and other acts of violence in the organisation and to create and maintain a sensitive and congenial democratic working environment in which every woman can work in a community free of violence, harassment, exploitation, intimidation and stress.

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

The Board of Directors met five times during the financial year under review for which notices were served in accordance with Section 173(3) of the Companies Act, 2013 at their addresses registered with the Company by the permitted mode of delivery. As on 31st March, 2018, the Board had five committees, namely the Audit Committee, the Corporate Social Responsibility (âCSRâ) Committee, the Stakeholdersâ Relationship Committee, Committee of Directors and Nomination and Remuneration Committee. A detailed note on composition of the board, committees, meetings, attendance thereat is provided in the Corporate Governance Report which forms part of the Annual Report.

AUDITORS AND AUDITORSâ REPORT

Statutory Auditors

M/s. Dewan P.N. Chopra & Co. Chartered Accountants are the Statutory Auditors of the Company who were appointed by the shareholders in their annual general meeting held on 28th August, 2017 for five consecutive years starting with the financial year 2017-18.

Comments of the Statutory Auditors in their report and the notes forming part of the Accounts, are self-explanatory and need no comments. The Board has duly examined the Statutory Auditorsâ Report to the accounts, which is self-explanatory. Clarifications wherever necessary, have been included in the Notes to Accounts section of the Annual Report. Further, since no fraud has been reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013, no details are required to be given in the Directorsâ Report as required by Section 134(3)(ca) of the Companies Act, 2013

Cost Auditors

M/s. Chandra Wadhwa & Co., Cost Accountants, were appointed as the Cost Auditors for the financial year 2017-18 to conduct cost audit of the accounts maintained by the Company in respect of the various projects prescribed under the applicable Cost Audit Rules. The Cost Audit Report given by the Cost Auditors for the financial year 2017-18 shall be filed as per the requirements of applicable laws. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the cost Auditors is required to be ratified by the shareholders, the Board recommends the same for the financial year 2018-19 for approval by shareholders at the ensuing Annual General Meeting.

Secretarial Auditors

CS Vivek Arora, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company for the financial year 2017-18 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as âAnnexure-IIâ and Forms part of this report. The Secretarial Audit Report is self-explanatory.

OTHER STATUTORY DISCLOSURES

Extracts of the Annual Return In terms of the provisions of Section 92 and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT-9 is annexed as âAnnexure-IIIâ to this Report forming part hereof.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013.

No loans, advances, guarantees and investments has been made by the Company during the year under review. Hence, details pursuant to section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 may be treated as Nil.

Particulars of Contracts or Arrangements with Related Parties

As a part of its philosophy of adhering to highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at armâs length. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The said policy on related party transactions has been placed on the Companyâs Website. All Related Party Transactions are placed on a quarterly basis before the Audit Committee for approval. The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 are provided as âAnnexure -IVâ to this report forming part hereof.

Your Company has taken necessary approvals as required by Section 188 read with the Companies (Meeting of Board and its Powers) Rules, 2014 from time to time in respect of the related party transactions.

Material changes and commitments, 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

No material changes or commitments have occurred between the close of the Financial Year of the Company to which the balance sheet relates and the date of the report which may affect the financial position of the Company.

Board Evaluation

Pursuant to applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, had formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including independent directors.

The performance of the board was evaluated by independent directors in their separate meeting after seeking inputs from all the directors on the basis of the criteria such as the adequacy and composition of the board and its structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, functions etc. A structured separate exercise is carried out by the board and the nomination and remuneration committee reviews the performance of the individual directors on the basis of the criteria such as qualifications, expertise, attendance and participation in the meetings, experience and competencies, independent judgement, obligations and regulatory compliances, performance of specific duties and obligations, governance issues, the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on rating scale of 1-3. The directors expressed their satisfaction with the evaluation process.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Divya Ansal (having DIN: 02615427) was appointed on the Board of Directors as an Additional Director on 14th September, 2017 to hold office till forthcoming Annual General Meeting. She, being eligible, seeks regularization at the forthcoming Annual General Meeting. Your Directors propose to appoint her as Director of the Company at the ensuing Annual General Meeting who shall be liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Deepak Ansal (having DIN: 00047971), Chairman & Managing Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.

As on 31st March, 2018, the composition of board was as given hereunder:

Name	DIN	Designation	Date of Appointment
Mr. Deepak Ansal	00047971	Chairman & Managing Director	01.04.1990
Mr. Surrinder Lal Kapur	00033312	Independent Director	15.07.2006
Mr. Ashok Khanna	01510677	Independent Director	31.07.2000
Mr. Maharaj Kishen Trisal	00059545	Independent Director	14.02.2013
Mrs. Divya Ansal	02615427	Non- Executive Director	14.09.2017
Mr. Kushagr Ansal	01216563	Whole time Director & CEO	26.08.2006

PARTICULARS OF EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as âAnnexure-Vâ to this Report. Your Board of Directors affirms that the remuneration paid is as per the Remuneration Policy of the Company.

A statement containing, inter alia, particulars of top ten Employees in terms of remuneration drawn and name of every employee, if employed throughout the financial year in receipt of remuneration of Rs. 102 lakhs or more or employees employed for part of the year and in receipt of Rs. 8.5 lakhs or more per month pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of this Report is attached herewith in âAnnexure-VIâ.

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

A. Conservation of Energy and Technology Absorption

Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE

GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals during the financial year 2017-18 which have an impact on the going concern status and companyâs operations in future.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of Ansal Housing and Construction Ltd., which form the core values of the Company. These guiding principles are also articulated through the Companyâs code of business conduct, corporate governance guidelines, charter of various sub-committees and disclosure policy. Pursuant to the Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Anjani Kumar & Associates, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, has been annexed as part of this Report.

INVESTORSâ GRIEVANCE

In order to comply with the provisions of Regulation 46 read with other regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has designated an e-mail ID -[email protected] which is exclusively for the clarifications/queries/grievance redressal of the investors of the Company.

LISTING OF EQUITY SHARES The Securities of the Company are listed and traded at BSE Limited and National Stock Exchange of India Ltd. The Company has paid listing fee to BSE Ltd. as well as National Stock Exchange of India Ltd. for the financial year 2018-19.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of Women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder. During the year under review, no case was reported in the nature of sexual harassment at any workplace of the Company and any of its subsidiaries/associates.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations 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 for the financial year ended 31st March, 2018 and of the profit of the Company for that period;

iv. that the directors had prepared the annual accounts on a going concern basis; and

v. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. that the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Board of Directors of your Company hereby confirms that all the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), i.e. Secretarial Standard-1 and Secretarial Standard-2 pertaining to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively have been duly complied with by the Company during the year under review.

ACKNOWLEDGEMENTS AND APPRECIATION

The Board of Directors of your Company wishes to place on record its appreciation to the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, Companyâs bankers and business associates, for the assistance, co-operation and encouragement they extended to the Company.

Regd. Office :

606, 6th Floor, Indra Prakash For and on behalf of the Board of Directors

21, Barakhamba Road,

New Delhi - 110 001 Sd/-

Place : New Delhi (Deepak Ansal)

Dated : 29th May, 2018 Chairman and Managing Director

DIN: 00047971

Mar 31, 2016

Dear Shareholders,

The Directors of your Company have immense pleasure in presenting the 32^nd Annual Report of your Company together with the Audited Statement of Accounts of the Company for the Financial Year ended 31^st March, 2016.

FINANCIAL RESULTS AND APPROPRIATIONS

Your Company''s performance on standalone basis during the year as compared with that during the previous year is summarized as under:

(Figures In Rs. Lacs)

	Particulars	2015-16	2014-15
1	Sales & Other Income	46,708.86	78,771.10
2	Gross Profit (Before Interest and Depreciation etc.)	8,837.26	9,396.09
Less:
	-Interest & Finance Charges	6,258.47	4,129.17
	-Depreciation	303.30 6,561.77	399.82 4,528.99
3	Net Profit before Tax	2,275.49	4,867.10
Less:
	-Provision for Tax	774.59	1,687.04
4	Net Profit After Tax but before prior period items	1,500.90	3,180.06
Less:
	-Tax Provisions for earlier years	0.67	129.09
5	Net Profit after Tax and prior period items	1,500.23	3,050.97
Add:
	Surplus profit brought forward from previous year	9,358.66	7,853.53
6	Balance available for appropriation	10,858.89	10,904.50
Less Appropriations:
	-Proposed Dividend @6% (Previous Year 8%)	356.31	475.09
	-Dividend Tax thereon	-	70.75
	-Transfer to General Reserve	500.00	1,000.00
	-Transfer to Capital Redemption Reserve	-	-
	-Dividend/Dividend Tax for earlier years	1.29 857.60	- 1,545.84
7	Surplus profit carried over to Balance Sheet	10,001.29	9,358.66

PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY

Standalone & Consolidated Financial Results

During the Financial Year 2015-16, the net revenue from operations for the standalone entity decreased to Rs.467.09 crores from Rs.787.71 crores in the previous year showing a decline of around 40.70%. In line with decrease in revenues, the operating profit before interest, tax, depreciation and amortization (EBITDA) decreased from Rs.93.96 crores to Rs.88.37 crores and the profit after tax (PAT) for the year under review stood at Rs.15.00 crores as against Rs.30.51 crores for the last Financial Year. The decrease in the revenue and profits is due to general recession in the real estate sector during the Financial Year 2015-16. In line with the above, the consolidated revenue from operations stood at Rs.503.79 crores during the Financial Year 2015-16 against revenue of Rs.818.95 crores showing a downturn of more than 38%. Net profit after minority interest for the group for the Financial Year 2015-16 was Rs.12.88 crores against Rs.28.77 crores in the previous year.

Business Review

Reflecting the downward trends of the overall economy, the year 2015-16 has not been an encouraging and favourable year for the real estate sector. Demand of commercial and dwelling units has been stagnated/reduced due to which there has been over inventory of finished units. Considering the low demand, the Company has slowed down the construction activities in some of the projects and has not launched any new projects during the year under review. The company is currently developing/ building various projects at Gurgaon, Meerut, Agra, Alwar, Ajmer, Indore, Karnal, Yamunanagar, Jhansi, Jammu, Muzaffarnagar, Rewari, Shahpur, Zirakpur and Ghaziabad. Construction at all locations is progressing as per schedule and possession of ready units in various projects shall be handed over to the customers as per the agreed time schedule.

CHANGE IN THE NATURE OF BUSINESS

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

TRANSFER TO RESERVES

The Company proposes to transfer a sum of Rs.5 crores (Previous Year Rs.10 crores) to the General Reserve out of the amount available for appropriation. An amount of Rs. 100.01 crores is proposed to be retained in Statement of Profit and Loss.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.60 per Equity Share (@ 6%) on the paid up equity share capital of the Company for the financial year ended 31^st March 2016. The total payout of the proposed dividend is Rs.356.31 Lacs and the said dividend will be paid to members whose names would appear in the Register of Members as on the record date for the purpose of dividend for the Financial Year 2015-16. In respect of shares held in dematerialized form, it will be paid to the members whose names will be furnished by National Security Depository Ltd. and Central Depository Services (India) Ltd. on behalf of beneficial owners as on that date. A motion for confirmation of the dividend for the year is being placed before the shareholders at the Annual General Meeting.

UNCLAIMED DIVIDEND

Transfer of Amount to Investor

Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the relevant amount against the Final dividend for the Financial Year 2008-09 which remains unpaid or unclaimed for a period of seven years shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) by 31^st day of October, 2016. Shareholders are requested to please send their stale/ outdated final dividend warrants issued by the Company for the financial year 2008-09 to the Company on or before 31^st day of October, 2016 enabling it to issue pay orders/demand drafts, as the case may be, to the Shareholders from whom the requisite requests shall be received otherwise the Company would have no other option but to transfer this amount to the IEPF by 31^st day of October, 2016 which is the last date for transfer of the said amount. No further correspondence would be entertained after such unpaid\unclaimed dividend amount is transferred to the IEPF. Once unclaimed dividend is transferred to IEPF, no claim shall lie further against the Company in respect thereof. Details of unpaid/unclaimed dividends are available at the Company''s website viz. www.ansals.com.

FIXED DEPOSITS

The Company had been inviting/ accepting and renewing deposits from the public and its shareholders for past many years in accordance with the provisions of the Companies Act, 1956/2013 read with the Companies (Acceptance of Deposits), Rules, 1975/2014. However, the Company has stopped accepting/renewing public deposits with effect from 1^st April, 2016 in view of non availability of deposit insurance which is a mandatory condition for acceptance/renewal of deposits. The details relating to the deposits as required by Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are given below :

Though the Company has been regular in repayment of deposits and interests thereon and there has been no default as on date of this report, considering the mismatch in anticipated cash inflows and outflows (particularly on account of refund of deposits) in near future, the Company is likely to move an application to the Company Law Board/National Company Law Tribunal seeking extension of time in repayment of deposits as approved by the Board of Directors of your Company in its meeting held on 30^th May, 2016.

1.	Deposits accepted during the year 2015-16	Rs. 7810.10 lakh
2.	Deposits remained unpaid or unclaimed as at 31.03.2016	Rs. 162.59 lakh
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year 2015-16 and if so, number of such cases and the total amount involved- (i) at the beginning of the year; (ii) maximum during the year; (iii) at the end of the year;	No
4.	The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	NA

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2016 was ?59.47 crores. During the year under review, the Company did not issue shares of any kind or any convertible instruments. MATERIAL CHANGES & COMMITMENTS, 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 No material changes or commitments have occurred between the close of the Financial Year of the Company to which the balance sheet relates and the date of the report which may affect the financial position of the Company.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE

i) Industry Structure and Developments Global and Indian Economy According to the International Monetary Fund World Economic Outlook (Update -January, 2016) the Global growth is projected at 3.4 percent in 2016 and 3.6 percent in 2017. The pickup in global activity is projected to be more gradual than in the 2015, especially in emerging market and developing economies. In advanced economies, a modest and uneven recovery is expected to continue, with a gradual further narrowing of output gaps. The picture for emerging market and developing economies is diverse but in many cases challenging. As per the IMF report Indian Economy is the world''s fastest growing economy. As per the economic survey report, the GDP of the Indian economy is projected to have increased to 7.6% in 2015-16 as compared to 7.2% in 2014-15.

Industry review

Witnessing a paradigm shift in the last decade, the real estate sector has over the years steadily transformed itself from an unorganized sector to become a more structured one. It has forward and backward linkages with more than 250 different sectors and is the second largest employment generator in India after agriculture.

As per the Economic Survey 2015-16, real estate sector constituted 7.4% of India''s GDP in 2014-15. However, the sector has been affected by domestic as well as global slowdown with its growth decelerating from 4.4% in 2014 15 to 3.7% in 2015-16. The real estate market has been amongst the sectors worst hit by the economic downturn. The residential space continues to face headwinds in the form of muted sales and subdued consumer demand. Furthermore, the sector has been challenged by frequent delays in project completion and a complex approval process. This has resulted in developers curtailing new project launches and focusing on executing existing projects to deliver within the committed timeframe. Beyond the short term demand factors, there is immense potential for residential real estate in India. This growth is supported by robust underlying market drivers such as favourable macroeconomic conditions, increasing affordability and urbanization, improved access to credit and the gradual shift from unorganized real estate construction to organized development. The government is focused on working to deliver on its promise of "Housing for All'' by 2022. The Real Estate (Regulation and Development) Act, 2016 is a landmark reform for the real estate sector which has the potential to address long standing issues which have plagued the growth of the sector. Further, policy announcements and reforms to revive the real estate space, including the relaxation of Foreign Direct Investment (FDI) norms, introduction of 100 smart cities, direct and indirect tax benefits for affordable housing projects, Real Estate Investment Trusts (REITs), etc. have helped in generating a positive outlook for the real estate market.

ii) Opportunities and threats

Opportunities

With the passing of the Real Estate (Regulation & Development) Act, 2016 and other initiatives taken by the Government, the Company strongly believes that the Real Estate Sector is bound to improve in long term. Your Company has managed well even during turbulent times due to its inherent strengths like a well-accepted brand, well-designed projects and trust among members, creditors and other financial institutions. Your Company is hopeful that the Real Estate Sector will improve in near future and the Company is looking forward to grab new opportunities by launching new projects particularly through collaboration route and ensure timely delivery of existing projects.

Challenges

Every business has to face various challenges and threats despite of how or where a business operates. No business can do away with the threats or challenges and your Company is no different from others. Your Company also faces challenges/threats at times. In the current recessionary times, the foremost challenge is how to increase sales/ collections from the readily available stock and projects under development so that the Company is able to meet its financial commitments towards suppliers, contractors, government, lenders and employees.

iii) Segment-wise analysis

Revenue of the Company is generated from two segments namely Development of Real Estate and Restaurants (Hospitality).

The Hospitality Division is performing well with a turnover of ?4.85 crores with reasonable profits in the Financial Year 2015-16. Total 32 employees are engaged in this Division. The Division has the Brand mainly "The Great Kabab Factoryâ which has been franchised from U Mac Hospitality Pvt. Ltd.

iv) Outlook

The Real Estate Sector is one of the major sector of an economy over the globe. The Indian Economy is no different from the rest of the world. The Real Estate Sector is considered as the backbone of the Indian Economy. The unique and different approach of real estate sector has helped the Indian Economy to grow by improving the infrastructure of India with construction of complexes, shopping malls and flats etc. The Real Estate Sector is expected to grow at a good rate over the next decade.

The implementation of the Real Estate (Regulation & Development) Act, 2016 shall help the real estate sector to gain the trust of its investors. The initiatives of the government like Smart Cities and Housing for All have raised hope among the real estate sector as there is a lot of scope for development of the sector. According to IMF, India''s GDP growth rate is estimated to be 7.5% for Financial Year 2016-17. Your Company would try to develop and deliver high quality projects for its customers.

v) Internal Control systems and their adequacy

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure that:

- Effective & Adequate internal control environment is maintained across the Company.

- All assets and resources are acquired economically, used efficiently and are adequately protected.

- Significant financial, managerial and operating information is accurate, reliable and is provided timely; and

- All internal policies and statutory guidelines are complied with.

The effective implementation and independent monitoring of internal controls and processes is done by the Internal Audit. The Audit Committee of the Board reviews the Internal Audit findings and provides guidance on internal controls. It ensures that Internal Audit recommendations are effectively implemented. The Audit Committee of the Company met five times during the Financial Year 2015-16. It reviewed, inter-alia, the adequacy and effectiveness of the Internal Control Systems and monitored implementation of Internal Audit recommendations and overlooked other financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

vi) Risks and Concerns

The management of the company anticipates the following major risks pertaining to the industry in which it operates:

Liquidity risk

The time required for liquidity of real estate property can vary depending on the quality and location of the property. At times, it may also be impacted by the general market sentiments and economic conditions in the country.

Regulatory risks

In terms of property ownership, permission from the Reserve Bank of India is required for foreign investors. For capital repatriation, investors need to apply for approval from the RBI, and Foreign Direct Investment is limited to a limited set of opportunities (e.g. townships).

Macroeconomic risks

Interest rates, inflation and exchange rate risks are amongst the important macroeconomic indicators.

Ownership & Land Title Issue

Lack of information in the real estate segment in India, coupled with the age old property related issues discourages the investment of the large players in the semi urban and rural areas thus slacking an overall growth of the real estate sector.

The sanctioning procedures and involvement of multiple agencies in sanctioning restrict the growth of the Real Estate Industry. Average time taken to get clearance for a project is increasing by every passing year thereby escalating costs for the Developers.

The Company has broad based and strong in-house Legal Department to take care of Legal and Regulatory Risks. The requisite insurance covers are also taken by the Company for covering the disasters etc.

The Audit Committee and the Board of Directors of the Company have been adopting adequate and timely risk management measures to take care of the risks.

vii) Material Developments in Human Resources/Industrial Relations Front, including number of people employed

Employee relations continue to be cordial and harmonious at all levels and in all divisions of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and steadfast dedication.

The company conducts consultations, dialogues, deliberations, negotiations and meetings in a congenial environment and arrives at amicable solutions to issues that crop from time to time.

As a part of the policy for Prevention of Sexual Harassment in the organization, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules there under. No complaints were received by the Committee during the period under review.

As on 31^st March, 2016 the Company had a workforce of 612 employees.

viii) Cautionary Statement Statements in this Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Company''s operations include a downward trend in the real estate development industry, rise in input costs and significant changes in political and economic environment, environment standards, tax laws, litigation and labour relations etc.

AWARD OF ISO 9001: 2008

Your Company continues to enjoy the privilege of ISO 9001:2008 Certification granted to it on 16^th April, 2005 through well known certification agency "DET NORSKE VERITAS". It will be the constant endeavour of the management to continuously stress on systems/quality for ultimate delivery of its products. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company furnished to the Company a declaration to the effect that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of Companies Act, 2013 read with Schedule

IV thereof in the first Board Meeting held for the Financial Year 2016-17.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Company has held five Board meetings during the Financial Year under review for which notices were served in accordance with Section 173(3) of the Companies Act, 2013 at their addresses registered with the Company by the permitted mode of delivery. The details of the Board Meetings are given in the Corporate Governance Report that forms part of the Annual Report.

POLICIES OF THE BOARD OF DIRECTORS/ COMPANY

I. Nomination and Remuneration Policy

The Company''s policy on directors'' appointment and remuneration is as under:-

Appointment criteria and qualifications:

c) The Company shall not appoint or continue the employment of any person as the Managing Director/ Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Remuneration to Whole-time/ Executive/Managing Director, KMP and Senior Management Personnel:

a) Fixed pay:

The Managing Director, Whole-time Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee. The breakup of the pay scale and quantum of perquisites including, employer''s contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b) Minimum Remuneration:

If, in any Financial Year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director/Whole time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Managing Director/Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive/ Independent Director:

a) Remuneration/Commission:

The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013.

b) Sitting Fees:

The Non-Executive /Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof, provided that the amount of such fees shall not exceed ?40,000 per meeting of the Board or Committee or such amount as may be approved by the board within the limits prescribed by the Central Government from time to time.

c) Commission:

Commission may be paid within the monetary limit approved by the shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

II. Corporate Social Responsibility Policy

The details about the policy developed and implemented by the Company on Corporate Social Responsibility and initiatives taken during the year are given in the "Annexure-I" forming part of this report as specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

III. Statement concerning Development and Implementation of Risk Management Policy

The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of Directors from time to time so that management controls the risk through properly defined network. Head of Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive 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 decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, Competition, Business risk, Technology Obsolescence, Investments, Retention of talent and Expansion of facilities etc.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk etc.

As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same as the element of risk threatening the Company''s existence is very minimal.

IV. Whistle Blower Policy and Vigil Mechanism

V. Related Party Transactions Policy

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the erstwhile Listing Agreement, the Company has framed a Related Party Transactions (RPT) Policy to ensure the proper approval and reporting of transactions between the Company and its Related Parties. The RPT Policy is also in Compliance with the new SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. All Related Party Transactions are approved by the Audit Committee prior to entering into the transactions. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one Financial Year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. The Policy has been disclosed on the website of the Company, link for which is http:// www.ansals.com/pdfs/policy-on-related-party-transaction.pdf.

VI. Financial Control Policy

The Company has a well-defined Financial Controls Policy which has been framed keeping in view the provisions of the Companies Act, 2013 and Clause 49 of the erstwhile Listing Agreement. The objective of the Policy is to ensure the orderly and efficient conduct of business of the Company including adherence to company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

VII. Policy on Diversity of Board Your Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience and knowledge etc. of the members of the Board which is inevitable for achieving sustainable and balanced development. Keeping this in view, the Company has framed a "Policy on Board Diversity âin accordance with provisions of the Companies Act, 2013 and Clause 49 of the erstwhile Listing Agreement. The Policy on Board Diversity shall help the Nomination & Remuneration Committee of the Company while considering and recommending appointment of persons on the Board of Directors of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

I. Disclosure of Composition of Audit Committee

The Company is having an Audit Committee comprising of the following Directors:

Name of the Director	Status	Category
Mr. Sham Lal	Chairman	Non-Executive
Chopra		& Independent Director
Mr. Ashok	Member	Non-Executive
Khanna		& Independent Director
Mr. Surrinder	Member	Non-Executive
Lal Kapur		& Independent Director
Mr. Kushagr	Member	Whole-time
Ansal		Director

II. Disclosure of Composition of Nomination and Remuneration Committee

Your Company being covered by Section 178(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 has constituted the Nomination and Remuneration Committee w.e.f. 28^th day of May, 2014.

The composition of Nomination and Remuneration Committee is as given hereunder:

Name of the Director	Status	Category
Mr. Sham Lal Chopra	Chairman	Non-Executive & Independent Director
Mr. Deepak Ansal	Member	Chairman & Managing Director
Mr. Surrinder Lal Kapur	Member	Non-Executive & Independent Director
Mr. Maharaj Kishen Trisal	Member	Non-Executive & Independent Director

III. Disclosure of composition of Stakeholders âRelationship Committee

The composition of Stakeholders'' Relationship Committee is as given hereunder:

Name of the Director	Status	Category
Mr. Sham Lal Chopra	Chairman	Non-Executive & Independent Director
Mr. Deepak Ansal	Member	Chairman & Managing Director
Mr. Ashok Khanna	Member	Non-Executive & Independent Director

IV. Disclosure of composition of Corporate Social Responsibility Committee

The composition of Corporate Social Responsibility Committee is as given hereunder:

Name of the Director	Status	Category
Mr. Ashok Khanna	Chairman	Non-Executive & Independent Director
Mr. Surrinder Lal Kapur	Member	Non-Executive & Independent Director
Mr. Maharaj Kishen Trisal	Member	Non-Executive & Independent Director
Mr. Kushagr Ansal	Member	Whole-time Director

An Annual Report on the CSR activities of the Company for the Financial Year 2015-16 is attached as " Annexure -I".

STATUTORY AUDITORS & THEIR REPORT

M/s. Khanna & Annadhanam, Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible have consented and offered themselves for re-appointment as statutory auditors for the Financial Year 2016-17. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated 26^th May, 2016 from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Companies Act, shall be as per the term provided under the Companies Act, that they are not disqualified for such re-appointment under the provisions of the applicable laws and also that there is no proceeding pending against them or any of their partners with respect to professional matters of conduct. Comments of the Auditors in their report and the notes forming part of the Accounts, are self-explanatory and need no comments.

COST AUDITORS AND THEIR REPORT

M/s. Chandra Wadhwa & Co., Cost Accountants, were appointed as Cost Auditors for the Financial Year 2015-16 to conduct cost audit of the accounts maintained by the Company in respect of the various projects prescribed under the applicable Cost Audit Rules. The Cost Audit Report given by the Cost Auditors for the Financial Year 2015-16 shall be filed as per the requirements of applicable laws.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s. Vivek Arora, Company Secretaries were appointed as the Secretarial Auditors of the Company for the Financial Year 2015-16 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as âAnnexure-II" and forms part of this report. The Secretarial Audit Report is self-explanatory and needs no comments.

EXTRACTS OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of the

Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 are furnished in Form MGT-9 which is attached as "Annexure-III" to this Report forming part hereof.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of Loans, Guarantees and investments made by the Company during the year under review under section 186 of the Companies Act, 2013 are provided hereunder:-

Nature of Transaction	Amount involved (in Rupees)
Corporate Guarantee provided in favour of Punjab National Bank for a loan sanctioned to M/s. Geo Connect Limited, a wholly owned subsidiary of the Company.	11,40,00,000

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Details of contracts or arrangements entered into by the Company during the Financial Year 2015-16 with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and as required to be disclosed as per Section 134(3)(h) are furnished in Form AOC-2 which is attached as "Annexure-IV" forming part of this report.

Your Company has taken necessary approvals as required by Section 188 read with Companies (Meeting of Board and its Powers) Rules, 2014 from time to time in respect of the related party transactions. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with senior management personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its various operations and the industry of which it is a part.

The initiatives undertaken by the Company in this respect have been disclosed on the website of the Company at www.ansals. com and web link thereto is http://www. ansals.com/pdfs/Board-Familiarization-Programme.pdf

EVALUATION REPORT BY THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the erstwhile Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, had formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including independent directors. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committees, such as, adequacy and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and corporate governance etc. Similarly, for evaluation of individual director''s performance, the questionnaire covers various aspects like his/her profile, contribution to Board and Committee meetings, execution and performance of specific duties, obligations and regulatory compliances and governance.

Pursuant to the performance evaluation criteria framed as explained above, during the Financial Year 2015-16, the Board undertook an evaluation of itself and its committees. The Board, excluding the independent director being evaluated, also assessed the performance and the potential of each of the independent directors with a view to maximizing their contribution to the Board. As contemplated by the Act, the independent directors at one of their meetings conducted a review of the performance of the Chairman after taking into account the views of the non-executive members of the Board.

The process put in place by the Board, in accordance with the Companies Act, 2013 and the relevant provisions of the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is aimed at improving the performance of the Board, its Committees and its members.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Nisha Ahuja (having DIN: 00001875) was regularized as Director of the Company in the Annual General Meeting of the Company held on 30.09.2015.

Mr. Sham Lal Chopra (having DIN: 00183194), Mr. Surrinder Lal Kapur (having DIN: 00033312), Mr. Ashok Khanna (having DIN: 01510677) and Mr. Maharaj Kishen Trisal (having DIN: 00059545), the Directors of the Company were appointed as Independent Directors not liable to retire by rotation on 30^th Annual General Meeting held on 25^th September, 2014 of the Company to hold office up to 31^st March, 2019.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Companies Act, 2013 Mr. Deepak Ansal (DIN: 00047971), Chairman & Managing Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment.

Mr. Kaushal Kumar Singhal, who was already holding the designation of Executive Director of the Company was re-designated as the Executive Director and Chief Executive Officer of the Company w.e.f. 10.02.2016.

DISCLOSURE OF PARTICULARS OF EMPLOYEES''RECEIVING REMUNERATION OF Rs.60.00 LAKHS OR MORE PER ANNUM OR Rs.5.00 LAKHS OR MORE PER MONTH

In accordance with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement of particulars of Employees receiving a remuneration of Rs.60 lakhs or more per annum or Rs.5.00 lakhs or more per month (if employed only for a part of the year) forming part of this Report is attached herewith in "Annexure-V".

DISCLOUSRE OF DIRECTORS'' REMUNERATION

In accordance with Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosure related to directors'' remuneration is as follow:-

Particulars	Details
The ratio of the remuneration of each director to the median* remuneration of the employees for the Financial Year 2015-16	Mr. Kushagr Ansal, Whole-time Director: 43.40 Times Mr. Deepak Ansal, Chairman & Managing Director: 79.45 Times
The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the Financial Year 2015-16	Increment percentage CMD : (30.70%)# WTD : (27.59%) CEO : 3.82% CFO : 25.60 %@ CS : (2.57%)
The percentage increase in the median remuneration of employees in the Financial Year 2015-16.	2%
The number of permanent employees of the Company as on 31.03.2016	612
The explanation on the relationship between average increase in remuneration and company performance;	The average increase in remuneration of employees during the year 201516 was 2%. During the period 2015-16 company''s revenue declined by more than 40% and the profit before tax declined by 53.25% and profit after tax declined by more than 50%.
Comparison of the remuneration of the CEO, MD, Manager, CFO, WTD or CS against the performance of the company;	There has been a decline in the average remuneration of the KMPs during the Financial year 2015-16 in line with financial performance of the Company.
Variations in the market capitalization of the company, price earnings ratio as at the closing date of 2015-16 and 2014-15 and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer.	The Market capitalization of the Company has decreased by 30.73% as on 31.03.2016 as compared to 31.03.2015. P/E ratio has increased by 40.81% as on 31.03.16 as compared to P/E ratio on 31.03.2015. The closing price of the Company''s Share on NSE was Rupees 19.95 on 31.03.2016, decreased by 80.91% against the price of Rupees 104.50 on which Shares were issued on Rights basis during 2004-05. However, the decrease in market price of the shares should be viewed in light of the 2:1 bonus shares issued by the Company on 12^th April, 2013.
Average percentile increase already made in the salaries of employees other than the managerial personnel in the Financial Year 2014-15 & 2015-16 and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	Percentage increase in the salaries of Employees other than KMP 2014-15 : 10% 2015-16 : 2% Percentage increase in the salaries of KMP 2014-15 : 7.00% 2015-16 : (19.49%) There were no exceptional circumstances for increase in the managerial remuneration. The Managerial remuneration was given as per Nomination and Remuneration policy of the Company.

Particulars	Details 1
Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;	As per details given above.
The key parameters for any variable component of remuneration availed by the directors;	NA
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.	NA

* the expression "medianâ means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking up the middle one.

# includes an amount of Rs. 1,11,79,011 paid in excess of prescribed limits for which the Company has already applied to the Central Government seeking its approval for payment of remuneration to Mr. Deepak Ansal, Chairman & Managing Director in excess of limit set out in Section 197 of the Companies Act, 2013.

@ includes an amount of Rs. 10,29,581 paid to Mr. Sanjay Mehta, CFO on account of LTA and Medical pertaining to earlier years.

Your Board of Directors affirms that the remuneration paid is as per the Remuneration Policy of the Company.

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

A. Conservation of Energy and Technology Absorption

Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

B. Foreign Exchange Earnings and Outgo

a) Activities Relating^ As the company to exports operates in

b) Initiatives taken to Real Estate increase exports & ^Hospitality

c) Development of ^{1 segmen}t ^the new export markets for ^{Company is not} products and services ^{involved in any}

d) Export plans ^activity ^relating to export.

Particulars of Foreign Exchange Earnings and Outgo -

a)Foreign Exchange Earnings - through Rs. 159.64 Lacs Credit Cards as per bank certificates/advices

b) Dividend Received in foreign currency

(Net of CDT) Rs. 51.54 Lacs

c) Foreign Exchange Outgo Payment of Brokerage Rs. 10.87 Lacs Travel Expenses Rs. 77.75 Lacs Property Exhibition Rs. 58.17 Lacs Professional Expenses Rs. 1.74 Lacs

DETAILS OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR

No Company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of your Company during the year under review.

MONITORING FRAMEWORK FOR SUBSIDIARY COMPANIES

The Company monitors performance of its subsidiary companies, inter alia, by the following means:

(i) The Audit Committee periodically reviews financial statements of the subsidiary companies, along with investments made by them;

(ii)The Board of Directors reviews the minutes of the board meetings and statements of all significant transactions and arrangements, if any, of the subsidiary companies.

Your company does not have a material non-listed Indian subsidiary i.e. an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year. The Company has formulated a policy for determining ''material subsidiary'' and the same is available on the website of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals during the financial year 2015-16 which have an impact on the going concern status and company''s operations in future.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building strong investors'' confidence, improving investor protection and maximizing long-term stakeholders'' value. Pursuant to Clause 49 of the erstwhile Listing Agreements with the Stock Exchanges and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance, as received from the auditors of the Company on compliance of mandatory requirements has been annexed as part of this Report.

In order to comply with the provisions of Regulation 46 read with other regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has designated an e-mail ID - [email protected] which is exclusively for the clarifications/queries/ grievance redressal of the investors of the Company.

LISTING OF EQUITY SHARES

The Securities of the Company are listed and traded at BSE Limited and National Stock Exchange of India Ltd. The Company has paid listing fee to BSE Ltd. as well as National Stock Exchange of India Ltd. for the Financial Year 2016-17.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm the following in respect of the Audited Annual Accounts for the Financial Year ended 31^st March, 2016:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations 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 for the financial year ended 31^st March, 2016 and of the profit of the Company for that period;

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

iv)that the directors had prepared the annual accounts on a going concern basis; and

v) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi)That the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support;

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage;

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

Regd. Office: For and on behalf of the Board of Directors

15 UGF, Indra Prakash

21, Barakhamba Road,

New Delhi - 110 001

Sd/-

Place : New Delhi (Deepak Ansal)

Dated : 30^th May, 2016 Chairman & Managing Director

DIN :00047971

Mar 31, 2015

Dear Shareholders,

The Directors of your Company have pleasure in presenting the 31st Annual Report of your Company together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2015.

Financial Results and Appropriations

Your Company's performance on Standalone basis during the year as compared with that during the previous year is summarized as under:

(Figures in Rs, Lacs)

Particulars 2014-15 2013-14

1 Sales & Other Income 78,771.10 61,900.63

2 Gross Profit (Before Interest and Depreciation) etc. 9,396.09 11,383.23

Less:

- Interest & Finance Charges 4,129.17 4,946.24

- Depreciation 399.82 4,528.99 303.70 5,249.94

3 Net Profit before Tax 4,867.10 6,133.29 Less:

- Provision for Tax 1,687.04 2,195.65

4 Net Profit After Tax but before prior period items 3,180.06 3,937.64 Less:

- Tax Provisions for earlier years 129.09 35.74

5 Net Profit after tax and prior period items 3,050.97 3,901.90

Add :

Surplus profit brought forward from previous year 7,853.53 19,498.57

Balance available for appropriation 10,904.50 23,400.47

6 Appropriations:

Proposed Dividend @ 8% (Previous Year @ 8%) 475.09 475.09

Dividend Tax thereon 70.75 71.84

Transfer to General Reserve 1,000.00 15,000.00

Transfer to Capital Redemption Reserve - -

Dividend/Dividend Tax for earlier Years - 1,545.84 - 15,546.93

7 Surplus profit carried over to Balance Sheet 9,358.66 7,853.54

PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY Standalone Financial Results

During the financial year 2014-15, the net revenue from operations for the standalone entity increased to Rs, 787.71 crores from Rs,619.01 crores in the previous year registering a growth of 27.25%. However, due to increase in input costs and lower margin in one of the projects which constituted major portion of sale, the operating profit before interest, tax, depreciation and amortization (EBITDA) decreased from Rs,113.83 crores to Rs,93.96 crores and the profit after tax (PAT ) for the year under review was Rs.30.50 crores as against Rs, 39.01 crores for the last financial year.

Consolidated Financial Results

The Consolidated Revenue from operations increased to Rs, 818.95 crores from Rs, 648.40 crores last year showing a growth of over 27%. Net profit after minority interest for the group for the financial year 2014-15 was Rs, 28.76 crores as against Rs,43.46 crores in the previous year.

Business Review

Reflecting the trends of the overall economy, the year 2014-15 has not been an encouraging and favorable year for the real estate sector. The real estate is burdened with high costs because of which there is little possibility of reduction in home prices in most micro-markets. Construction cost has increased by almost 40% in last four years, while government taxes and premiums have also gone up substantially. This eliminates any scope for reduced prices, despite the weak markets. Banks' reluctance to lend to real estate companies has led to increased cost of borrowing, adding to the overall cost. In fact, these factors will also result in an increase in prices when market condition improves.

It is expected that in the coming years, the urban population will rise which, coupled with growth in employment, education and health care, will push the demand for residential and commercial space. Increasing migration to the cities will drive this demand for residential and commercial spaces. Also a rise in sales of housing property is anticipated following the recent stock market rally and a slew of optimistic RBI rules to allow foreign banks into the Country's protected banking ecosystem. Steady housing demand will be a big constant for the Indian Economy and the industry will focus on meeting this demand.

The Confederation of Real Estate Developers' Associations of India (CREDAI) has identified demand from tier-II and tier-III cities as an impetus for better real estate solutions. With rapid land and infrastructure development in smaller cities and towns, assisted by bank loans, higher earnings and improved standards of living, housing and construction demand is likely to increase in these cities.

Capitalizing on these opportunities, during the period under report, new residential and commercial projects at Gurgaon, Yamunanagar and Meerut were launched by the Company. The Company is currently developing/building various projects at Gurgaon, Meerut, Agra, Alwar, Ajmer, Indore, Karnal, Yamunanagar, Jhansi, Jammu, Muzaffarnagar, Rewari, Shahpur, Zirakpur and Ghaziabad. The Company will be soon launching new residential projects in Greater Noida and Amritsar. Construction at all locations is progressing well and possession of ready units in various projects at Meerut, Agra, Yamunanagar, Karnal, Indore, Jammu, Jhansi, Ghaziabad, Rewari, Alwar, Zirakpur and Shahpur is being handed over to the customers.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2014-15.

TRANSFER TO RESERVES

The Company proposes to transfer a sum of Rs, 10 crores (Previous Year Rs, 150 crores) to the General Reserve out of the amount available for appropriation. An amount of Rs, 93.59 crores is proposed to be retained in Statement of Profit and Loss.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs, 0.80 per Equity Share (@ 8%) on the paid up equity share capital of the Company for the financial year ended 31st March, 2015. The total payout of the proposed dividend is Rs, 475.08 lacs and Corporate Dividend Tax of Rs, 70.75 lacs. The dividend will be paid to members whose names would appear in the Register of Members as on the record date for the purpose of dividend for the Financial Year 2014-15. In respect of shares held in dematerialized form, it will be paid to the members whose names will be furnished by National Security Depository Ltd. and Central Depository Services (India) Ltd. on behalf of beneficial owners as on that date. A motion for confirmation of the dividend for the year is being placed before the Shareholders at the Annual General Meeting.

UNCLAIMED DIVIDEND

Transfer of Amount to Investor Education

and Protection Fund

Pursuant to the provision of Section 205A (5) of the Companies Act, 1956, the relevant amount against the Final Dividend for the financial year 2007-08 which remains unpaid or unclaimed for a period of seven years shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) by 30th day of October, 2015. Shareholders are requested to send their stale/outdated Final Dividend Warrants issued by the Company for the financial year 2007-08 to the Company on or before 30th day of October, 2015 enabling it to issue pay orders/demand drafts, as the case may be, to the Shareholders from whom the requisite requests are received, otherwise the Company would have no other option but to transfer this amount to the IEPF by 30th day of October, 2015 which is the last date for transfer of the said amount. The letters in this respect have already been sent by the Company to those shareholders whose Final Dividend Warrants for the financial year 2007-08 are unpaid/unclaimed as per record of the Company. No further correspondence would be entertained after such unpaid / unclaimed dividend amount is transferred to the IEPF. Once unclaimed dividend is transferred to IEPF, no claim shall lie against the Company in respect thereof. Details of unpaid/unclaimed dividends are available at the Company's website viz. www.ansals.com.

FIXED DEPOSITS

The Company had been inviting/accepting and renewing deposits from the public and its Shareholders for past many years in accordance with the provisions of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. The scheme of fixed deposits was temporary stopped with effect from 1st April, 2014 due to additional requirements of obtaining credit rating, deposit insurance and Shareholders approval as stipulated by the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the Company has started accepting/ renewing the deposits with effect from 1st November, 2014 after complying with the additional requirements as laid down by the Companies Act, 2013 and rules there under. The details relating to the deposits as required by Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are given below :

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs, 59.47 crores. During the year under review, the Company did not issue shares of any kind or any convertible instruments.

MATERIAL CHANGES AND COMMITMENTS, 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

No material changes or commitments have occurred between the close of the financial year of the Company to which the Balance Sheet relates and the date of the report which may affect the financial position of the Company.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MODE

In furtherance of the Green Initiative in Corporate Governance announced by the Ministry of Corporate Affairs, the Company had in past requested the Shareholders to register their email addresses with the Registrar / Company for receiving the Report and Accounts, Notices etc. in electronic mode. However, some of the Shareholders have not yet registered their e-mail IDs with the Company. Shareholders who have not registered their email addresses are once again requested to register the same with the Company by sending their requests to [email protected].

AWARD OF ISO 9001: 2008

Your Company continues to enjoy the privilege of ISO 9001:2008 Certification granted to it on 16th April, 2005 through well known certification agency "DET NORSKE VERITAS". It will be the constant Endeavour of the management to continuously stress on systems/quality for ultimate delivery of its products.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

Employee relations continue to be cordial and harmonious at all levels and in all divisions of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and steadfast dedication.

The Company conducts consultations, dialogues, deliberations, negotiations and meetings in a congenial environment and arrives at amicable solutions to issues that crop from time to time.

As a part of the policy for Prevention of Sexual Harassment in the organization, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and relevant rules there under. No complaints were received by the Committee during the year under review. As on 31st March, 2015 the Company had a workforce of 693 employees including 52 employees of Hospitality Division of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have furnished to the Company a declaration to the effect that they meet the criteria of independence as provided in Sub-section 6 of Section 149 of Companies Act, 2013 read with Schedule IV thereof in the first Board Meeting held for the financial year 2015-16.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Company had 5 Board meetings during the financial year under review for which notices were served in accordance with Section 173(3) of the Companies Act, 2013 at their address registered with the Company by the permitted mode of delivery. The details of the Board Meetings are given in the Corporate Governance Report that forms part of the Annual Report.

POLICIES OF THE BOARD OF DIRECTORS/ COMPANY

I. Nomination and Remuneration Policy of the Company

The Company's policy on directors' appointment and remuneration is as under:-

Appointment criteria and qualifications:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as the Managing Director/ Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of Shareholders by passing a Special Resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Remuneration to Whole-time/Executive/ Managing Director, KMP and Senior Management Personnel:

a) Fixed pay:

The Managing Director, Whole-time Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the Shareholders and Central Government, wherever required.

b) Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director/Whole- time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Managing Director/Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive /

Independent Director:

a) Remuneration/Commission:

The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and

the Companies Act, 2013.

b) Sitting Fees:

The Non- Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs, 40,000 per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

c) Commission:

Commission may be paid within the monetary limit approved by Shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

II. Corporate Social Responsibility Policy

The details about the policy developed and implemented by the Company on Corporate Social Responsibility and initiative taken during the year are given in the "Annexure-I" forming part of this report as specified under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

III. Statement Concerning Development and Implementation of Risk Management Policy of the Company

The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of Directors from time to time so that management controls the risk through properly defend network. Head of Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee.

The main objective of this 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 decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, Competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities etc.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk.

As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same as the element of risk threatening the Company's existence is very minimal.

IV. Whistle blower policy and/or vigil mechanism

Clause 49 of the Listing Agreement entered into between the Company and Stock Exchanges and Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the (Meetings of Board & its Powers) Rules, 2014 provide for a mandatory requirement for all the listed companies to establish mechanism called "Whistle Blower Mechanism" for employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

In compliance of the above requirements, Ansal Housing & Construction Limited, being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated policy to enable director/s or stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, actual or suspected fraud or violation of the Code of Conduct or Policy for the time being in force.

V. Related Party Transactions Policy

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Related Party Transactions (RPT) Policy to ensure the proper approval and reporting of transactions between the Company and its Related Parties. Such transactions are appropriate only if they are in the best interest of the Company and its Shareholders. All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. The Policy has been disclosed on the website of the Company viz. http:// www.ansals.com/pdfs/policy-on- related-party-transaction.pdf

VI. Financial Controls Policy

The Company has a well-defined Financial Controls Policy which has been framed keeping in view the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The objective of the Policy is to ensure the orderly and efficient conduct of business of the Company including adherence to company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

VII. Policy on Diversity of Board

Your Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience and knowledge etc. of the members of the Board which is inevitable for achieving sustainable and balanced development. Keeping this in view, the Company has framed a "Policy on Board Diversity" in accordance with provisions of the Companies Act, 2013 and Clause 49 of the Listing

Agreement. The Policy on Board Diversity shall help the Nomination & Remuneration Committee of the Company while considering and recommending appointment of persons on the Board of Directors of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

I. Disclosure of Composition of Audit Committee

The Company is having an Audit Committee comprising of the following Directors:

Name of the Status Category Director

Shri Sham Lal Chairman Non-Executive Chopra & Independent Director

Shri Ashok Member Non-Executive Khanna & Independent Director

Shri Surrinder Member Non-Executive Lal Kapur & Independent Director

Shri Kushagr Member Whole-time Ansal Director

II. Disclosure of Composition of Nomination and Remuneration Committee

The Companies Act, 2013 requires those Companies to constitute a Nomination and Remuneration Committee, which fall under purview of Section 178 (1) read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. Your Company as covered by the said section constituted the Nomination and Remuneration Committee w.e.f. 28th day of May, 2014.

The composition of Nomination and Remuneration Committee is as given hereunder:

Name of the Status Category Director

Shri Sham Lal Chairman Non-Executive Chopra & Independent Director

Shri Deepak Member Chairman & Ansal Managing Director

Shri Surrinder Member Non-Executive Lal Kapur & Independent Director

Shri Maharaj Member Non-Executive Kishen Trisal & Independent Director

III. Disclousre of Composition of Stakeholders' Relationship Committee

The composition of Stakeholders' Relationship Committee is as given hereunder:

Name of the Status Category Director

Shri Sham Lal Chairman Non-Executive Chopra & Independent Director

Shri Deepak Member Chairman & Ansal Managing Director

Shri Ashok Member Non-Executive Khanna & Independent Director

IV. Disclosure of Composition of Corporate Social Responsibility Committee

The composition of Corporate Social Responsibility Committee is as given hereunder:

Name of the Status Category Director

Shri Ashok Chairman Non-Executive Khanna & Independent Director

Shri Surrinder Member Non-Executive Lal Kapur & Independent Director

Shri Maharaj Member Non-Executive Kishen Trisal & Independent Director

Shri Kushagr Member Whole-time Ansal Director

STATUTORY AUDITORS & THEIR REPORT

M/s. Khanna & Annadhanam, Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible have consented and offered themselves for re-appointment as statutory auditors for the financial year 2015-16. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated 28th July, 2015 from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re-appointment under the provisions of the applicable laws and also that there is no proceeding pending against them or any of their partners with respect to professional matters of conduct. Comments of the Auditors in their report and the notes forming part of the Accounts, are self-explanatory and need no comments.

COST AUDITORS AND THEIR REPORT

M/s. Chandra Wadhwa & Co., Cost Accountants, were appointed as Cost Auditors for the financial year 2014-15 to conduct cost audit of the accounts maintained by the Company in respect of the various projects prescribed under the applicable Cost Audit Rules. The Cost Audit Report given by the Cost Auditors for the financial year 2014-15 shall be fled as per the requirements of applicable laws.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s. Vivek Arora, Company Secretaries were appointed as the Secretarial Auditors of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as "Annexure-II" and forms part of this report. The Secretarial Audit Report is self- explanatory and needs no comments.

EXTRACTS OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 are furnished in Form MGT-9 which is attached as "Annexure-III" to this Report forming part hereof.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of Loans, Guarantees and Investments made by the Company during the year under review under Section 186 are provided hereunder:-

Nature of Transaction Amount involved (in Rupees)

Corporate Guarantee 10,00,00,000 provided in favor of SIDBI for financial assistance/term loan sanctioned to M/s Geo Connect Limited, a wholly owned subsidiary of the Company.

Corporate Guarantee 9,60,00,000 provided in avor of SBI for financial assistance/ term loan sanctioned to M/s Geo Connect Limited, a wholly owned subsidiary of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are given in Form AOC-2 attached as "Annexure-IV" to this report and forming part of it.

Your Company has taken necessary approvals as required by Section 188 read with Companies (Meeting of Board and its Powers) Rules, 2014 from time to time.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its various operations and the industry of which it is a part.

The initiatives undertaken by the Company in this respect have been disclosed on the website of the Company at www.ansals. com and we blink thereto is http://www. ansals.com/pdfs/Board-Familiarization- Programme.pdf

EVALUATION REPORT BY THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committees, such as, adequacy and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the Meeting, Board's focus, regulatory compliances and Corporate Governance etc. Similarly, for evaluation of individual Director's performance, the questionnaire covers various aspects like his/her profile, contribution to Board and Committee Meetings, execution and performance of specific duties, obligations and regulatory compliances and governance.

Pursuant to the performance evaluation criteria framed as explained above, the Board undertook an evaluation of itself and its Committees. The Board, excluding the Independent Director being evaluated, also assessed the performance and the potential of each of the Independent Directors with a view to maximizing their contribution to the Board. As contemplated by the Act, the Independent Directors at a meeting conducted a review of the performance of the Chairman after taking into account the views of the Non-Executive Members of the Board.

The process put in place by the Board, in accordance with the Companies Act, 2013 and the relevant provisions of the Listing Agreement, is aimed at improving the performance of the Board, its Committees and its Members.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Nisha Ahuja (having DIN: 00001875) was appointed on the Board of Directors as an Additional Director of the Company on 26th September, 2014 to hold office till forthcoming Annual General Meeting. She, being eligible, seeks regularization at the forthcoming Annual General Meeting. Your Directors propose to appoint her as Director of the Company at the ensuing Annual General Meeting who shall be liable to retire by rotation. Shri Sham Lal Chopra (having DIN: 00183194), Shri Surrinder Lal Kapur (having DIN: 00033312), Shri Ashok Khanna (having DIN: 01510677) and Shri Maharaj Kishen Trisal (having DIN: 00059545), the Directors of the Company were appointed as Independent Directors not liable to retire by rotation on 30th Annual General Meeting held on 25th September, 2014 of the Company to hold office up to 31st March, 2019. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement. Shri Pardeep Anand (DIN: 00088653), being liable to retire by rotation, ceased to be a Director of the Company w.e.f. the last Annual General Meeting held on 25th September, 2014 since he did not seek his re-appointment. The Board acknowledges and appreciates the contribution made by Mr. Pradeep Anand in the growth of the Company.

In accordance with the provisions of Companies Act, 2013 Shri Kushagr Ansal (DIN: 01216563), Whole-time Director of the Company is liable to retire by rotation and being eligible offers himself for re- appointment.

Mr. Som Nath Grover, a fellow member of the Institute of Company Secretaries of India, was appointed as Additional V.P. and Company Secretary of the Company with effect from 1st April, 2014. Mr. Sanjay Mehta, a member of the Institute of Chartered Accountants of India, who was already holding position of Chief Financial Officer as per Listing Agreement, was also designated with effect from 6th February, 2015 as the Chief Financial Ofcer of the Company as a Key Managerial Personnel under the provisions of the Companies Act, 2013.

DISCLOSURE OF PARTICULARS OF EMPLOYEES' RECEIVING REMUNERATION OF Rs, 60.00 LAKHS OR MORE PER ANNUM OR Rs, 5.00 LAKHS OR MORE PER MONTH In accordance with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement of particulars of Employees receiving a remuneration of Rs, 60 lakhs or more per annum or Rs, 5.00 lakhs or more per month (if employed only for a part of the year) forming part of this Report is attached herewith in "Annexure-V".

DISCLOUSRE OF DIRECTORS' REMUNERATION

In accordance with section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosure related to Directors' Remuneration is as follow:-

*the expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking up the middle one. # Includes an amount of Rs, 84.57 lacs paid in excess of prescribed limits for which approval is being sought from Government of India. Your Board of Directors farms that the remuneration paid is as per the Remuneration Policy of the Company.

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

A. Conservation of Energy and Technology Absorption

Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

B. Foreign Exchange Earnings and Outgo

a) Activities Relating As the Company to exports operates in

b) Initiatives taken to Real Estate increase exports & Hospitality

c) Development of segment new export markets for Company is not products and services involved in any

d) Export plans activity relating to export.

C. Particulars of Foreign Exchange Earnings and Outgo Â

a) Foreign Exchange

Earnings - through Rs, 78 Lacs

Credit Cards as per bank certificates/advices

b) Dividend Received in foreign currency

(Net of CDT) Rs, 109 Lacs

c) Foreign Exchange Outgo

Value of Imports

calculated on CIF basis

in respect of Project

Material Rs, 23.00 Lacs

Travel Expenses Rs, 54.00 Lacs

Property Exhibition Rs, 38.00 Lacs

Professional Expenses Rs, 1.04 Lacs

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

No Company has become or ceased to be a Subsidiary, Joint Venture or Associate Company of your Company during the year under review.

MONITORING FRAMEWORK FOR SUBSIDIARY COMPANIES

The Company monitors performance of its subsidiary companies, inter alia, by the following means:

(i) The Audit Committee periodically reviews Financial Statements of the subsidiary companies, along with investments made by them;

(ii) The Board of Directors reviews the minutes of the Board Meetings and statements of all significant transactions and arrangements, if any, of the subsidiary companies.

Your Company does not have a Material Non-Listed Indian Subsidiary i.e. an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year. The Company shall formulate a policy for determining 'material subsidiary' as and when required.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders were passed by the Regulators or Courts or Tribunals during the financial year 2014-15 which have an impact on the going concern status and Company's operations in future.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building strong investors' confidence, improving investor protection and maximizing long-term stakeholders' value. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance, from the Auditors on compliance of mandatory requirements has been annexed as part of this Report.

In order to comply with the provisions of Clause 47(f) in the Listing Agreement with the Stock Exchange(s), the Company has designated an E-mail [email protected] which is exclusively for the clarifications/ queries/grievance redressal of the investors of the Company.

LISTING OF EQUITY SHARES

The Securities of the Company are listed and traded at BSE Limited and National Stock Exchange of India Ltd. The Company has paid listing fee to BSE Ltd. as well as National Stock Exchange of India Ltd. for the Financial Year 2015-16.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors conform the following in respect of the Audited Annual Accounts for the Financial Year ended 31st March, 2015:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations 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 for the financial year ended 31st March, 2015 and of the profit of the Company for that period;

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

iv) that the directors had prepared the annual accounts on a going concern basis;

v) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to:

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support;

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage;

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

Regd. Office :

15 UGF, Indra Prakash For and on behalf of the Board of Directors

21, Barakhamba Road,

New Delhi - 110 001

Sd/- Place : New Delhi (Deepak Ansal)

Dated : 3rd August, 2015 Chairman and Managing Director

DIN: 00047971

Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting the 30th Annual Report of your Company together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2014.

Financial Performance

Your Company''s performance on standalone basis during the year as compared with that during the previous year is summarised as under:

(Figures in Rs. Lacs)

2013-14 2012-13

1. Sales & Other Income 61,900.63 43,565.25 2. Gross Profit (Before Interest and Depreciation) etc. 11,383.23 10,125.28

Less :

* Interest & Finance Charges 4,946.24 4,508.59

* Depreciation 303.70 5,249.94 296.73 4,805.32

3. Net Profit before Tax 6,133.29 5,319.96

Less :

* Provision for Tax 2,195.65 1,588.42

4. Net Profit After Tax but before prior period items 3,937.64 3,731.54

Less:

* Tax Provisions for earlier year 35.74 -69.87

5. Net Profit after tax and prior period items 3,901.90 3,801.41

Add :

Surplus Profit brought forward from previous year 19,498.57 16,889.86

Balance available for appropriation 23,400.47 20,691.27

6. Appropriations:

Proposed Dividend @ 8% 475.09 475.08

(Previous Year @ 8%)

Dividend Tax thereon 71.84 80.74

Transfer to General Reserve 15,000.00 600.00

Transfer to Capital Redemption Reserve - 39.73

Dividend/Dividend Tax for earlier years - 15,546.93 -2.85 1,192.70

7. Surplus Profit carried over to Balance Sheet 7,853.54 19,498.57

Performance Review

The financial year 2013-14 was a drag for the Indian economy with poor macro- economic conditions. Slowing income growth, sustained weakness in the rupee, sky-rocketing inflation and high borrowing rates combined to make consumers vary of spending. However, an emerging economy is never short of opportunities and particularly the residential real estate industry in India, where the shortage of homes stands at around 19 million units out of which 95% is in the economically weaker section and low-income group categories. The Indian retail realty sector is projected to grow at around 15 per cent year-on-year over the next 3-5 years as estimated by the International Monetary Fund (IMF). Real Estate Development, once restricted to bigger cities, has shown marked progress in smaller cities and towns owing to availability of easy bank loans, higher earnings and improved standard of living.

Capitalising on these opportunities, your Company launched 5 new projects during the financial year 2013-14 in order to cater to the ever growing need of housing in small cities as well as big cities like Gurgaon, Haryana, where pace of real estate development is much higher as compared to other parts of the country, as a result of which turnover ofyour Company went up from Rs. 435.65 Crores during the financial year 2012-13 to Rs. 619.01 Crores in the financial year 2013-14.

Standalone Financials

Net revenue from operations for the standalone entity increased to Rs. 619.01 Crores from Rs. 435.65 crores in the previous year registering a growth of 42%. The operating profit (EBITDA) increased by 12.42%, from Rs. 101.25 Crores to Rs. 113.83 Crores. The profit after tax for the current year is Rs. 39.02 Crores as against Rs. 38.01 crores for the last year.

Consolidated Financials

The Consolidated Net Revenue from operations increased to Rs. 648.40 Crores from Rs. 463.62 Crores showing a growth of around 40%. Net profit after minority interest for the group for the financial year 2013-14 was Rs. 43.46 Crores as against Rs. 44.04 Crores in the previous year.

Business Review

Reflecting the trends of the overall economy, the year was not favourable for the real estate sector.

The urban population will surge in the coming years, which, coupled with growth in employment, education and health care, will push the demand for residential and commercial space. Further, the urbanisation has been rapid in the past few years, with ''upwardly-mobile'' buyers keen to invest and reap dividends from the real estate market growth. Increasing migration to the cities will drive this demand. Also a rise in sales of housing property is anticipated following the recent stock market rally and a slew of optimistic RBI rules to allow foreign banks into the country''s protected banking ecosystem. Steady housing demand will be a big constant for the Indian economy and the industry will focus on meeting this demand.

However, the real estate is burdened with high costs because of which there is little possibility of reduction in home prices in most micro-markets. Construction cost has increased by 40% in last three years, while government taxes and premiums have also gone up substantially. This eliminates any scope for reduced prices, despite the weak market. Banks'' reluctance to lend to real estate companies has led to increased cost of borrowing, adding to the overall cost. In fact, these factors will also result in an increase in prices in improved market conditions. The housing industry is likely to revive at a faster pace due to formation of a stable government by a single political party after getting the requisite majority in the recently concluded general elections of 2014.

The Confederation of Real Estate Developers'' Associations of India (CREDAI) has identified demand from tier-II and tier-III cities as an impetus for better real estate solutions. With rapid land and infrastructure development in smaller cities and towns, assisted by bank loans, higher earnings and improved standards of living, housing and construction demand is likely to increase in these cities.

During the period under report, new Residential and Commercial Projects at Gurgaon, Ajmer, Meerut and Jhansi were launched by your Company. The company is currently developing / building various projects at Gurgaon, Agra, Alwar, Ajmer, Meerut, Indore, Karnal, Yamunanagar, Jammu, Zirakpur, Jhansi, Lucknow, Muzaffarnagar, Rewari, Shahpur and Ghaziabad. The Company will be soon launching another residential project in Gurgaon Sector 88A. Construction at almost all locations is progressing well and possession of ready units in various projects at Karnal, Yamunanagar, Zirakpur, Indore, Agra, Meerut, Jammu, Shahpur, NH24 Ghaziabad and Jhansi is being handed over to customers.

Transfer to Reserves

The Company proposes to transfer a sum of Rs. 150 Crores (Previous Year Rs. 6 Crores) to the General Reserve out of the amount available for appropriation. An amount of Rs. 78.54 Crores is proposed to be retained in Statement of Profit and Loss.

Dividend

Your Directors are pleased to recommend a dividend of Re. 0.80 per Equity Share (@ 8%) on the paid up equity share capital of the Company for the financial year ended 31st March 2014. The total payout of the proposed dividend is Rs. 546.93 Lacs which includes Corporate Dividend Tax of Rs. 71.84 Lacs. The dividend will be paid to Members whose names would appear in the Register of Members as on the record date for the purpose of dividend for the Financial Year 2013-2014. In respect of shares held in dematerialized form, it will be paid to the members whose names will be furnished by National Security Depository Ltd. and Central Depository Services (India) Ltd. on behalf of beneficial owners as on that date. A motion for confirmation of the dividend for the year is being placed before the shareholders at the Annual General Meeting.

Unclaimed Dividend

Transfer of Amount to Investor Education and Protection Fund

Pursuant to the provision of Section 205A(5) of the Companies Act, 1956, the relevant amount of Rs. 7,52,065.20 (Rupees Seven Lacs Fifty Two Thousand Sixty Five and Paise Twenty only) against the Final dividend for the Financial Year 2006-2007 which remains unpaid or unclaimed for a period of seven years shall be transferred by the company to the Investor Education and Protection Fund (IEPF) by 3rd November, 2014. Shareholders are requested to please send their stale / outdated final dividend warrants issued by the company for the financial year 2006-2007 to the Company on or before 25th October, 2014 enabling it to issue pay orders/ demand drafts, as the case may be, to the Shareholders from whom the requisite requests shall be received otherwise the company would have no other option but to transfer this amount to the IEPF by 3rd November, 2014 which is the last date for transfer of the said amount. The letters in this respect have already been sent by the Company to those shareholders whose final dividend warrants for the financial year 2006-2007 are unpaid/unclaimed as per record of the Company. No further correspondence would be entertained after such unpaid unclaimed dividend amount is transferred to the IEPF. Once unclaimed dividend is transferred to IEPF, no claim shall lie further in respect thereof.

Service of Documents through Electronic Mode.

In furtherance of the Green Initiative in Corporate Governance announced by the Ministry of Corporate Affairs, the Company had requested the shareholders to register their email addresses with the Registrar / Company for receiving the Report and Accounts, Notices etc. in electronic mode.

Shareholders who have not registered their email addresses are once again requested to register the same with the Registrar / Company. The email request with regard to form for such registration can be sent to ansalhousinggogreen@ linkintime.co.in.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo.

Conservation of Energy, Technology Absorption

Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 217(1)(e) are not applicable. However in hospitality division, your company has appointed energy auditor and has implemented the suggestions given by energy auditor to save energy bills. The regular energy audit is carried out to identify the areas where energy can be utilised in an optimal manner

Subsidiary Companies

During the Financial Year 2013-2014, the company had invested in equity shares of two new companies i.e. M/s Shamia Automobiles Pvt. Ltd. on 28th September, 2013 and M/s Oriane Developers Pvt. Ltd. on 2nd January, 2014 consequent upon which the said companies have become the Wholly Owned Subsidiaries (WOS) of the Company.

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Accounts prepared in accordance with the Accounting Standard 21.

As on date, your Company has twenty Wholly Owned Subsidiary Companies. In terms of the General Circular No. 2/2011 dated 8th February, 2011 read together with General Circular No. 3/2011 dated 21st February, 2011 issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfilment of conditions stated in the circular, copies of the Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Auditors Report of the subsidiary companies for the year ended 31st March, 2014 are not required to be attached to the Balance Sheet of the Company subject to the adherence of the following conditions:

(i) The Board of Directors of the Company has vide resolution dated 28th May, 2014 consented for not attaching the balance sheet(s) of the concerned subsidiaries;

(ii) The Company has presented in its Annual Report, the consolidated financial statements of holding Company and all its subsidiaries duly audited by its statutory auditors;

(iii) The Consolidated financial statement has been prepared in strict compliance with applicable Accounting Standards and where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India;

(iv) The Company has disclosed in the consolidated balance sheet the following information in aggregate for each subsidiary including subsidiaries of subsidiaries :- (a) Capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend, as applicable;

(v) The annual accounts and other related detailed information of the following subsidiaries shall be made available to shareholders of the holding company and subsidiary companies seeking such information at any point of time:

1. M/s Housing & Construction Lanka Pvt. Ltd.

2. M/s Geo Connect Ltd.

3. M/s Maestro Promoters Pvt. Ltd.

4. M/s Wrangler Builders Pvt. Ltd.

5. M/s Anjuman Buildcon Pvt. Ltd.

6. M/s Third Eye Media Pvt. Ltd.

7. M/s A.R Infrastructure Pvt. Ltd.

8. M/s A. R Paradise Pvt. Ltd.

9. M/s Fenny Real Estate Pvt. Ltd.

10. M/s Aevee Iron & Steel Works Pvt. Ltd.

11. M/s Sunrise Facility Management Pvt. Ltd.

12. M/s Enchant Constructions Pvt. Ltd.

13. M/s Sonu Buildwell Pvt. Ltd.

14. M/s Rishu Buildtech Pvt. Ltd

15. M/s Andri Builders & Developers Pvt. Ltd.

16. M/s V.S. Infratown Pvt. Ltd.

17. M/s Identity Buildtech Pvt. Ltd.

18. M/s Cross Bridge Developers Pvt. Ltd.

19. M/s Shamia Automobile Pvt. Ltd.

20. M/s Oriane Developers Pvt. Ltd.

vi) Further, the annual accounts of the subsidiary companies shall also be kept for inspection for any shareholder at the Head Office / Registered office of the Company and the Company shall furnish a hard copy of the details of accounts of subsidiary companies to any shareholder on demand;

vii) The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them;

viii) The Company has given Indian rupee equivalent of the figure given in the foreign currency appearing in the accounts of the subsidiary companies alongwith the exchange rate as on closing day of the financial year;

As a measure of Corporate Governance, a Statement pursuant to Sections 212(3) and 212(5) of the Companies Act, 1956 containing the details of subsidiaries of the Company, forms part of the Annual Accounts of the Company.

Fixed Deposits

Fixed Deposits from the Public, Shareholders and Employees as on 31st March, 2014 stood at Rs. 12109.77 Lacs as against Rs. 11040.89 lacs in the previous year. There were unclaimed Deposits amounting to Rs. 133.22 Lacs pertaining to 291 depositors as on that date and out of above 69 depositors having deposits aggregating to Rs. 29.31 lacs have subsequently claimed refund of their deposits. However, the balance amount of Rs. 103.91 Lacs still remains unclaimed. Pursuant to the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 governing the invitation and acceptance of deposits, the Company has stopped accepting/ renewing the deposits with effect from 1st April, 2014 since additional requirement of obtaining rating and insurance for deposits and creation of security etc. have been mandated by the Companies Act, 2013 and rules thereunder, compliance whereof may take some time. The Company plans to launch its Fixed Deposit Scheme as soon as it completes the formalities prescribed in the Companies Act, 2013 and the rules framed thereunder.

Corporate Governance

Your Company attaches considerable significance to good Corporate Governance as an important step towards building strong investors'' confidence, improving investor protection and maximising long-term stakeholders value. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance, from the auditors on compliance of mandatory requirements has been annexed as part of this Report.

In order to comply with the provisions of Clause 47(f) in the Listing Agreement with the Stock Exchange(s), the Company has designated an e-mail ID - [email protected] which is exclusively for the clarifications / queries / grievance redressal of the investors of the Company.

Listing Of Equity Shares

The Securities of the Company are listed and traded at BSE Limited and National Stock Exchange of India Ltd. The Company has paid listing fee to BSE Ltd. as well as National Stock Exchange of India Ltd. for the Financial Year 2014-15.

Directors

All the Independent Directors of the Company were appointed as Independent Directors, liable to retire by rotation pursuant to erstwhile provisions of the Companies Act, 1956. With effect from 1st April, 2014, inter-alia, provisions of Section 149 of the Companies Act, 2013 have been brought into force and in terms of said Section read with Section 152(6), the provisions in respect of retirement by rotation are not applicable to Independent Directors. Moreover, qualifications, disqualifications and duties of Directors have been articulated in the Companies Act, 2013. Therefore, it is incumbent upon every Company to re-appoint the Independent Directors in compliance with the provisions of the Companies Act, 2013.

Section 149 of the Companies Act, 2013 provides that an independent director shall hold office for a term up to 5 consecutive years on the Board of a Company and shall not be liable to retire by rotation. In view of these provisions, a proposal for appointment of the independent directors for a period of 5 years is proposed to be placed before the shareholders for their approval in the ensuing Annual General Meeting.

The brief resume and other details relating to directors, who are to be re-appointed as stipulated under Clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

Auditors

M/s Khanna & Annadhanam, Chartered Accountants, who retire at the conclusion of this 30th Annual General Meeting and being eligible for reappointment, have expressed their willingness to be re-appointed as Statutory Auditors of the Company. They have given certificate to the effect that the reappointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. Your directors recommend their re-appointment for the financial year 2014-15

i.e. from the conclusion of thirtieth Annual General Meeting until the conclusion of the thirty first Annual General Meeting. Directors'' Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm the following in respect of the Audited Annual Accounts for the Financial Year ended 31st March, 2014:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed with no 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 for the Financial Year ended 31st March, 2014 and of the profit of the Company for that period;

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

iv) that the accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

Appreciation

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support;

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage;

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

Regd. Office : 15 UGF, Indra Prakash For and on behalf of the Board of Directors 21, Barakhamba Road, New Delhi - 110 001 Place : New Delhi (Deepak Ansal) Dated : 28th May, 2014 Chairman and Managing Director

Mar 31, 2012

The Directors of your Company have pleasure in presenting their 28th Annual Report together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2012.

Financial Performance

Your Company's performance on standalone basis during the year as compared with that during the previous year is summarised:

(Figures in Rs. Lacs)

2011-12 2010-11

1. Sales & Other Income 40,340.25 30,485.86

2. Gross Profit (Before Interest and Depreciation) etc. 9,056.53 8,350.51

Less :

- Interest & Finance Charges 3,574.78 3,764.86

- Depreciation 355.69 3,930.47 264.39 4,029.25

3. Net Profit before Tax 5,126.06 4,321.26

Less :

- Provision for Tax 1,720.78 981.15

4. Net Profit After Tax but before prior period items 3405.28 3340.11

Less:

- Tax Provisions for earlier year 91.37 22.96

- Prior Period Expenses 38.43 80.03

5. Net Profit after tax and prior period items 3,275.48 3,237.12

Add :

Surplus Profit Brought forward for Previous Year 14,468.68 12,017.41

Balance available for appropriation 17,744.16 15,254.53

6. Appropriations:

Proposed Dividend @ 10% 200.41 154.97 (Previous Year @ 8%)

Dividend Tax thereon 32.51 30.88

Transfer to General Reserve 600.00 600.00

Transfer to Capital Redemption Reserve 17.83 -

Dividend/Dividend Tax for earlier Years 3.55 854.30 - 785.85

7. Surplus Profit Carried over to Balance Sheet 16,889.86 14,468.68

Performance Review

Global economic uncertainties have affected India's economy including the Real Estate Sector. Macro-economic indicators are not healthy. Fiscal Deficit and interest rates are high and the rupee has been depreciating continuously. All this does not go well for any industry especially the Real Estate Sector. Real Estate Developers are reeling under high debt and the situation is likely to continue in 2012.

Builders and Realtors face the problems with regard to availability of land, long drawn project approval procedures and licensing, abnormal Central and State Taxes, high cost of credit and lack of proactive state policies.

The real estate sector has contributed only 5% of India's Overall GDP this year as compared to a contribution of 10.6% in Financial Year 2010-201 1 with the lack of cheap credit and increased debts servicing levels and with the declining rate of foreign direct investment in the real estate sector.

The world economy is passing through a very difficult phase and is expected to grow by 3.5% in 2012.The advanced economies remain worrisome because of sovereign debt crisis in the Euro zone, focus on fiscal consolidation and continued bank deleveraging. The key economies of developing world viz. China, India, Brazil and Russia are expected to record lower rate of growth.

Standalone Financials

The Financial Statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI which has been made applicable by the Ministry of Corporate Affairs w.e.f. 1st April, 2011. The previous year's figures have been reclassified / regrouped to confirm to this year classification.

Net revenue from Operations for the standalone entity increased to Rs. 403.40 Crores from Rs. 304.86 Crores in the previous year - a growth of 32.32%. The operating Profit (EBITDA) increased by 8.46%, from Rs. 83.50 Crores to Rs. 90.56 Crores.The profit after tax for the current year is Rs. 32.75 Crores as against Rs. 32.37 Crores - a growth of 1.17%.

Consolidated Financials

The Consolidated Net Revenue from operations increased to Rs. 426.88 Crores from Rs. 348.54 Crores - growth of 22.48%.

Net profit after minority interest for the group for the current year is Rs. 35.89 Crores as against Rs. 29.17 Crores in the previous year - a growth of 23.05%.

Business Review

During the period under review the net revenues increased by 32.32% to Rs. 403.40 crores and net profit before tax increased by 18.62% to Rs. 51.26 crores. During the period new Residential Projects at Gurgaon, Meerut, Indore and Yamunanagar were launched. The Company also launched new commercial projects at Karnal and Yamunanagar. The company is currently developing / building various projects at Gurgaon, Agra, Alwar, Meerut, Indore, Karnal, Yamunanagar, Jammu, Zirakpur, Jhansi, Lucknow, Muzaffarnagar, Rewari, Shahpur, Ghaziabad and will soon be adding some more projects at new locations. The Company has already started giving possession of ready units in Zirakpur, Indore, Agra, Meerut, Jammu and Shahpur. The Real Estate Industry will continue to remain backbone of the economy and easy flow of funds and moderation in interest rates will help the sector grow further.

Transfer to Reserves

The Company proposes to transfer a sum of Rs. 600 Lacs (Previous Year Rs. 600 Lacs) to the General Reserve out of the amount available for appropriation. An amount of Rs. 16889.86 lacs is proposed to be retained in Profit and Loss Account.

Buy-Back of Equity Shares

Your Directors in their meeting held on 2nd December, 2011 had decided to Buy-back fully paid equity shares of Rs. 10/- each of the company for an amount not exceeding Rs. 11,25,00,000/- (Rupees

Eleven Crores Twenty Five Lacs only) being within 10% of the paid-up capital and the free reserves as on 31st March, 2011 at a price not exceeding Rs. 45/- (Forty Five only) per equity share in accordance with the provisions of section 77A, 77AA & 77B of the Companies Act, 1956 and in compliance with the Securities and Exchange Board of India(Buy-back of Securities) Regulation 1998. The Company has bought back 1,78,272 equity shares upto 31st March, 2012 at a total investment of Rs. 75.80 lacs. The Company has extinguished 1,16,848 equity shares of the company as on 31.03.2012 under the above Buy-back Scheme. Consequent to buy-back, the paid-up share capital of the Company has been reduced to Rs. 20,25,39,960/- as on 31st March, 2012.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.00 per Equity Share (@10%) on the paid up equity share capital of the Company for the financial year ended 31st March 2012. The total payout of the proposed dividend is Rs. 232.92 Lacs which includes Corporate Dividend Tax of Rs. 32.51 Lacs. The dividend will be paid to Members whose names appear in the Register of Members as on the record date for the purpose of dividend for the Financial Year 2011-2012. In respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Security Depository Ltd. and Central Depository Services (India) Ltd. on behalf of owners as on that date. A motion for confirmation of the dividend for the year is being placed before the shareholders at the ensuing Annual General Meeting.

Unclaimed Dividend

Transfer of Amount to Investor Education and Protection Fund

Pursuant to the provision of section 205A (5) of the Companies Act, 1956, the relevant amount of Rs. 4,36,943.50 (Rupees Four Lacs Thirty Six Thousand Nine Hundred Forty Three and paise Fifty only) against the interim dividend for the Financial Year 2004-2005 which remain unpaid or unclaimed for a period of seven years have been transferred by the company to the Investor Education and Protection Fund on 16.05.2012. Shareholders are also requested to please send their stale / outdated final dividend warrants issued by the company on 26th October, 2005 for the financial year 2004-2005 to the Company for issuing pay orders / demand drafts as the case may be to the Shareholders from whom the requisite request are received otherwise the company would have no other option but to transfer this amount also to the Investor Education and Protection Fund by 01.12.2012 which is the last date for transfer of this amount. The letters in this respect have already sent to the respective shareholders whose final dividend warrants are unpaid / unclaimed for the financial year 2004- 2005 as per record of the Company. No further correspondence would be entertained after such unpaidunclaimed dividend amount are transferred to the Investor Education Protection Fund. Once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof.

Service of documents through electronic mode

In furtherance of the Green Initiative in Corporate Governance announced last year by the Ministry of Corporate Affairs, the Company had requested the shareholders to register their email addresses with the Registrar / Company for receiving the Report and Accounts, Notices etc. in electronic mode. Shareholders who have not registered their email addresses are once again requested to register the same with the Registrar / Company. The email request with regard to form for such registration can be sent to ansalhousinggogreen@ linkintime.co.in.

Particulars of Employees

In accordance with Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 2011, a Statement of particulars of Employees) forming a part of this Report is annexed herewith under Annexure.

Change In Capital Structure Issue and allotment of Equity Shares during the Financial Year 2011-2012 The Company had issued and allotted 12,00,000 convertible warrants on 30th October, 2010 at Rs. 70/- per warrant to the promoters of the Company on Preferential basis. Out of the aforesaid warrants, the company has allotted 10,00,000 equity shares having face value of Rs. 10/- each at a premium of Rs. 60/- per equity share on 8th August, 2011 to the Promoters of the Company on conversion of equal number of warrants on receipt of balance amount payable on these warrants.

The Company has cancelled 2,00,000 outstanding convertible warrants on 11th January, 2012 out of 12,00,000 convertible warrants issued to the Promoters of the Company on 30th October, 2010 70/- per warrant and has intimated the same to BSE and NSE vide its letter no. SECY/S-16/2012 dated 11th January, 2012. The aforesaid was done as promoters had intimated the company for non- subscription of outstanding warrants.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo

Conservation of Energy, Technology Absorption

Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 217(1)(e) are not applicable. However in hospitality division, your company has appointed energy auditor and has implemented the suggestions given by energy auditor to save energy bills. The regular energy audit is carried out to identify the areas where energy can be utilised in an optimal manner.

Foreign Exchange Earnings and Outgo

a) Activities Relating As the company to exports operates into

b) Initiatives taken to Real Estate & increase exports Restaurants

c) Development of segment, the new export markets company is not for products and involved in any services activity relating

d) Export plans J to export. Particulars of Foreign Exchange Earnings and Outgo -

a) Foreign Exchange Earnings - through Credit Cards as per

bank certificates/advices Rs. 95.85 Lacs

b) Foreign Exchange Outgo

- Value of Import calculated on CIF basis in respect of

Project Material. Rs. 12.53 Lacs

- Travel Expenses Rs. 39.25 Lacs

- Property Exhibition Rs. 22.04 Lacs

Subsidiary Companies

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Accounts prepared in accordance with the Accounting Standard 21.

As on date your Company has fourteen wholly owned Subsidiary Companies. In terms of the General Circular No. 2/2011 dated 8th February, 2011 read together with General Circular No. 3/2011 dated 21st February, 2011 issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfilment of conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors Report of the subsidiary companies for the year ended 31st March, 2012 are not attached to the Balance Sheet of the Company as the Company has/shall fulfill the following conditions:

(i) The Board of Directors of the Company has vide resolution dated 26th May, 2012 consented for not attaching the balance sheet(s) of the concerned subsidiary(ies);

(ii) The Company has presented in its Annual Report, the consolidated financial statements of holding Company and all of its subsidiaries duly audited by its statutory auditors;

(iii) The Consolidated financial statement has been prepared in strict compliance with applicable Accounting Standards and where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India;

(iv) The Company has disclosed in the consolidated balance sheet the following information in aggregate for each subsidiary including subsidiaries of subsidiaries :- (a) Capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend, as applicable;

(v) The annual accounts and other related detailed information of the following subsidiaries shall be made available to shareholders of the holding company and subsidiary companies seeking such information at any point of time;

1. M/s Housing & Construction Lanka Pvt. Ltd.

2. Geo Connect Ltd.

3. Maestro Promoters Pvt. Ltd.

4. Wrangler Builders Pvt. Ltd.

5. Anjuman Buildcon Pvt. Ltd.

6. Third Eye Media Pvt. Ltd.

7. A.R Infrastructure Pvt. Ltd.

8. A. R Paradise Pvt. Ltd.

9. Fenny Real Estate Pvt. Ltd.

10. Aevee Iron & Steel Works Pvt. Ltd.

11. Sunrise Facility Management Pvt. Ltd.

12. Enchant Constructions Pvt. Ltd.

13. Sonu Buildwell Pvt. Ltd.

14. Rishu Buildtech Pvt. Ltd

vi) Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the head office / registered office of the Company and of the subsidiary companies concerned and the Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand;

vii) The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

viii) The Company has given Indian rupee equivalent of the figure given in the foreign currency appearing in the accounts of the subsidiary companies alongwith the exchange rate as on closing day of the financial year;

As a measure of Corporate Governance, a Statement pursuant to Sections 212(3) and 212(5) of the Companies Act, 1956 containing the details of subsidiaries of the Company, forms part of the Annual Accounts of the Company.

Fixed Deposits

Fixed Deposits from the Public, Shareholders and Employees as on 31st March, 2012 stood at Rs. 9746.49 Lacs as against Rs. 8768.98 lacs in the previous year. There were unclaimed Deposits amounting to Rs. 144.53 Lacs pertaining to 280 depositors as on that date and out of above 113 depositors having deposits aggregating to Rs. 61.75 lacs have subsequently claimed refund or renewed their deposits. However, the balance amount of Rs. 82.78 Lacs still remains unclaimed.

Corporate Governance

Your Company attaches considerable significance to good Corporate Governance as an important step towards building strong investors' confidence, improving investor protection and maximising long-term shareholder value. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance, from the auditors on compliance of mandatory requirements have been annexed as part of this Report.

In order to comply with the provisions of newly inserted Clause 47(f) in the Listing Agreement with the Stock Exchange(s), the Company has designated an e-mail ID - [email protected] which is exclusively for the clarifications / queries / grievance redressal of the investors of the Company.

Listing of Equity Shares

The Securities of the Company are listed and traded at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has paid listing fee to Bombay Stock Exchange Ltd. as well as National Stock Exchange of India Ltd. for the Financial Year 2012-13.

Directors

In accordance with the relevant provisions of Sections 255 & 256 of the Companies Act, 1956 and Article 104 of the Company's Articles of Association, Shri S.L. Chopra and Shri Pradeep Anand are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The brief resume and other details relating to directors, who are to be re-appointed as stipulated under Clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

The Board of Directors of the Company at its meeting held on 8th August, 2012 has, subject to the approval of Members, re- appointed Shri Deepak Ansal as Chairman & Managing Director for a further period of 5 (five) years from the expiry of his present term, which will expire on 31st March, 2013.

It is proposed to seek members' approval for the re-appointment of and remuneration payable to Shri Deepak Ansal as Chairman & Managing Director in terms of the applicable provisions of the Companies Act, 1956.

Auditor's Report

a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to provident fund, investor education and protection fund, employees state insurance, income- tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues, wherever applicable. However, in some cases there were delays in deposit of service tax on construction services and sales tax during the year. No undisputed amounts payable in respect of these dues were outstanding at the year end for a period of more than six months from the date they became payable.

b) According to the records of the Company examined by us and the information and explanations given to us, in a few cases during the year there have been delays in repayment of dues to banks amounting to Rs. 515.69 lacs ranging from 1 day to 22 days. The delays pertain to repayments due upto September 2011 which have been regularized by the Company by October, 2011. Except for above, the Company has not defaulted in the repayment of dues to banks and financial institutions covered by the Order during the year.

Auditors

M/s Khanna & Annadhanam, Chartered Accountants, who retire at the conclusion of this 28th Annual General Meeting and being eligible for reappointment, have expressed their willingness to be re-appointed as Statutory Auditors of the Company. They have given certificate to the effect that the appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act, 1956. Your directors recommend their appointment for another one year.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm the following in respect of the Audited Annual Accounts for the Financial Year ended 31st March, 2012:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed with no 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 for the Financial Year ended 31st March, 2012 and of the profit of the Company for that period;

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

iv) that the accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

Appreciation

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

Regd. Office :

15 UGF, Indra Prakash For and on behalf of the Board of Directors

21, Barakhamba Road,

New Delhi - 110 001

Place : New Delhi (Deepak Ansal)

Dated : 08th August, 2012 Chairman and Managing Director

Mar 31, 2011

Dear Shareholder,

The Directors of your Company have pleasure in presenting their 27th Annual Report together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2011.

Financial Performance

Your Company's performance on standalone basis during the year as compared with that during the previous year is summarised:

(Figures in Rs. Lacs)

2010-11 2009-10

1. Sales & Other Income 30,485.86 20,924.92

2. Gross Profit (Before Interest 8,350.51 5,590.82 and Depreciation) etc.

Less :

- Interest & Finance 3,764.86 2,736.39 Charges

- Depreciation 264.39 4,029.25 223.65 2,960.04

3. Net Profit before Tax 4,321.26 2,630.78

Less :

- Provision for Tax 981.15 671.98

4. Net Profit After Tax but 3,340.11 1,958.80 before prior period items

Less:

- Tax Provisions for earlier year 22.96 (279.37)

- Prior Period Expenses 80.03 16.98

5. Net Profit after tax and 3,237.12 2,221.17 prior period items

Add :

Surplus Profit Brought forward 12,017.41 10,469.10 for Previous Year

Balance available for 15,254.53 12,690.27 appropriation

6. Appropriations:

Proposed Dividend @ 8% 154.97 147.76

(Previous Year @ 8%)

Dividend Tax thereon 30.89 25.11

Transfer to General 600.00 785.86 500.00 672.87 Reserve

7. Surplus Profit Carried 14,468.67 12,017.40 over to Balance Sheet

General Reserve

The Company proposes to transfer a sum of Rs. 600 Lacs (Previous Year Rs. 500 Lacs) to the General Reserve out of the amount available for appropriation. An amount of Rs. 14468.67 lacs is proposed to be retained in Profit and Loss Account.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 0.80 per Equity Share (8%) on the paid up equity share capital of the Company for the financial year ended 31st March 2011. The total payout of the proposed dividend is Rs.185.86 Lacs, which includes Corporate Dividend Tax of Rs. 30.89 Lacs. A motion for confirmation of the dividend for the year is being placed before the shareholders at the Annual General Meeting.

Performance Review

India's GDP registered an increase of 8.5 percent in the year 2010-2011. The slight dip in expected growth rate of 8.6 percent can be attributed to weaker performance in sectors such as mining and quarrying, manufacturing, trade, hotels, transport and communication and real estate and business services than anticipated earlier.

After two years of consolidation, Real Estate in India is poised at the right threshold to take a giant leap in years to come. The experience gained by the real estate sector during slow-down is invaluable and will serve real estate strategists for years to come.

Caution and diligence would be the keywords for the industry in the medium term. Emerging opportunities should be targeted with an unmatched fervour of potential and pragmatism. Winners would be those who balance caution with diligence evaluating all potential opportunities with pragmatism. The Company has consistently been following business approach keeping in view the above strategies.

The Company has achieved an all time high turnover of Rs. 30485.86 Lacs for the Financial Year 2010-2011 as against Rs. 20924.92 Lacs in the previous year and net profit (post tax) for the year 2010- 2011 stood at Rs. 3340.11 Lacs as against Rs. 1958.79 Lacs in the year 2009-2010. The Earning per Share (EPS) has gone up from Rs. 12.63 to Rs. 17.21 registering a y-o-y rise of 36.26%.

Business

During the period under review there was very good improvement in the business enabling the company in achieving a healthy growth of 46% in net revenues and around 70% in net profits. During the period new Residential projects at Gurgaon, Meerut, Agra, Indore and Yamunanagar were launched. The Company also launched new Commercial Projects at Meerut and Indore. Presently various projects of the Company are under different stages of Construction / execution at Agra, Alwar, Indore, Jhansi, Jammu, Karnal, Lucknow, Meerut, Muzaffarnagar, NH-24 Ghaziabad, Rewari, Shahpur, Yamunanagar and Zirakpur. The Company has made a comeback in NCR market by launching two residential and one commercial project in the lucrative market of Gurgaon. The activities like fast Developmental work on roads and Metro rail in and around Gurgaon and proposed linking of Meerut with Delhi by Hi-speed train are expected to further improve the real estate business in Gurgaon and Meerut enabling your company to achieve substantial growth in revenues and profits in subsequent periods.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

Conservation of Energy, Technology Absorption

Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 217(1)(e) are not applicable. However in hospitality division, your company has appointed energy auditor and has implemented the suggestions given by energy auditor to save energy bills. The regular energy audit is carried out to identify the areas where energy can be utilised in an optimal manner.

Foreign Exchange Earnings and Outgo

a) Activities Relating As the company operates into to exports

b) Initiatives taken to Real Estate & Restaurants increase exports

c) Development of segment, the Company new export markets is not involved in any for products and activity relating Services to export

d) Export plans to export.

Particulars of Foreign Exchange Earnings and Outgo -

a) Foreign Exchange Earnings - through Credit Cards as per bank certificates/advices Rs. 37.25 Lacs

b) Foreign Exchange Outgo

- Value of Import calculated on CIF basis in respect of Project Material. Rs. 42.65 Lacs - Travel Expenses Rs. 56.45 Lacs - Property Exhibition Rs. 15.40 Lacs

Subsidiary Companies

As on date your Company has fourteen wholly owned Subsidiary Companies. In terms of the General Circular No. 2/2011 dated 8th February, 2011 read together with General Circular No. 3/2011 dated 21st February, 2011 issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfilment of conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors Report of the subsidiary companies for the year ended 31st March, 2011 are not attached to the Balance Sheet of the Company as the Company has/shall fulfil the following conditions:

(i) The Board of Directors of the Company has vide resolution dated 26th April, 2011 consented for not attaching the balance sheet(s) of the concerned subsidiary(ies);

(i) The Board of Directors of the Company has vide resolution dated 26th April, 2011 consented for not attaching the balance sheet(s) of the concerned subsidiary(ies);

(ii) The Company has presented in its Annual Report, the consolidated financial statements of holding Company and all of its subsidiaries duly audited by its statutory auditors;

(iii) The Consolidated financial statement has been prepared in strict compliance with applicable Accounting Standards and where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India;

(iv) The Company has disclosed in the consolidated balance sheet the following information in aggregate for each subsidiary including subsidiaries of subsidiaries :- (a) Capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend, as applicable;

(v) The annual accounts and other related detailed information of the following subsidiaries shall be made available to shareholders of the holding company and subsidiary companies seeking such information at any point of time;

1. Housing & Construction Lanka Pvt. Ltd. 2. Geo Connect Ltd. 3. Maestro Promoters Pvt. Ltd. 4. Wrangler Builders Pvt. Ltd. 5. Anjuman Buildcon Pvt. Ltd. 6. Third Eye Media Pvt. Ltd. 7. A.R Infrastructure Pvt. Ltd. 8. A. R Paradise Pvt. Ltd. 9. Fenny Real Estate Pvt. Ltd. 10. Aevee Iron & Steel Works Pvt. Ltd. 11. Sunrise Facility Management Pvt. Ltd. 12. Enchant Constructions Pvt. Ltd. 13. Sonu Buildwell Pvt. Ltd. 14. Rishu Build tech Pvt. Ltd

(vi) Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the head office / registered office of the Company and of the subsidiary companies concerned and the Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand;

(vii) The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them. (viii) The Company has given Indian rupee equivalent of the figure given in the foreign currency appearing in the accounts of the subsidiary companies alongwith the exchange rate as on closing day of the financial year;

As a measure of Corporate Governance, a Statement pursuant to Sections 212(3) and 212(5) of the Companies Act, 1956 containing the details of subsidiaries of the Company, forms part of the Annual Accounts of the Company.

Fixed Deposits

Fixed Deposits from the Public, Shareholders and Employees as on 31st March, 2011 stood at Rs. 8768.98 Lacs as against Rs. 7918.03 lacs in the previous year. There were unclaimed Deposits amounting to Rs. 142.67 Lacs pertaining to 347 depositors as on that date and out of above 148 depositors having deposits aggregating to Rs. 55.94 lacs have subsequently claimed refund or renewed their deposits. However, the balance amount of Rs. 86.73 Lacs still remains unclaimed

Corporate Governance

Your Company attaches considerable

significance to good Corporate Governance as an important step towards building strong investors confidence, improving investor protection and maximising long-term shareholder value. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance, from the auditors on compliance of mandatory requirements have been annexed as part of this Report.

In order to comply with the provisions of newly inserted Clause 47(f) in the Listing Agreement with the Stock Exchange(s), the Company has designated an e-mail ID - [email protected] which is exclusively for the clarifications / queries / grievance redressal of the investors of the Company.

Implementation of go green Revolution

The Ministry of Corporate Affairs has taken a ÃGreen Initiative in the Corporate GovernanceÃ by allowing paperless Compliance by the Companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far are requested to register their e-mail address in respect of electronic holdings with the Depository through their concerned Depository Participants. Our company has also sent online letter on 20th May, 2011 through Registrar and Transfer Agent M/s Link Intime India Pvt. Ltd. to all the shareholders whose e-mail Ids are available with the RTA for giving confirmation for registration of online communication through email. Members who hold shares in physical form are requested to register their email ID with M/s Link Intime India Pvt. Ltd., the Registrar and Transfer Agent of the Company at its mail id [email protected].

Listing of Equity Shares

The Securities of the Company are listed and traded at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has paid listing fees to Bombay Stock Exchange Ltd. as well as National Stock Exchange of India Ltd. for the Financial Year 2011-12.

Directors

In accordance with the relevant provisions of Sections 255 & 256 of the Companies Act, 1956 and Article 104 of the Company's Articles of Association, Shri S.L. Kapur and Shri Ashok Khanna are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The brief resume and other details relating to directors, who are to be re-appointed as stipulated under Clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm the following in respect of the Audited Annual Accounts for the Financial Year ended 31st March, 2011:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed with no 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 for the Financial Year ended 31st March, 2011 and of the profit of the Company for that period;

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

iv) that the accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

Auditor's Report

With regard to observation of the Auditor for advances of Rs. 751.02 lacs to certain parties / collaborators for purchase of land parcels in the absence of underline contract / agreement, Directors state that the Company is in process of finalizing the deals for purchase of land and the agreements will be signed shortly. Management is confident that these advances are good and recoverable. The position has also been explained in the Note No. 5 of Schedule - 15 of the Financial Statement contained in Annual Report for the Financial Year 2010-2011.

Auditors

M/s Khanna & Annadhanam, Chartered Accountants, who retire at the conclusion of this 27th Annual General Meeting and being eligible for reappointment, have expressed their willingness to be re-appointed as Statutory Auditors of the Company. They have given certificate to the effect that the appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act, 1956. Your directors recommend their appointment for another one year.

Appreciation

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

For and on behalf of the Board of Directors

(Deepak Ansal) Chairman and Managing Director

Regd. Office :

15 UGF, Indra Prakash 21, Barakhamba Road, New Delhi - 110 001

Place : New Delhi Dated : 30th May, 2011

Mar 31, 2010

The Directors of your Company have pleasure in presenting their 26th Annual Report together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2010.

Financial Performance

Your CompanyÃs performance on standalone basis during the year as compared with that during the previous year is summarised:

(Figures in Rs. Lacs)

2009-10 2008-09

1. Sales & Other Income 20,924.92 20,997.74

2. Gross Proft (Before Interest and Depreciation) etc. 5,590.82 4,862.25

Less :

- Interest & Finance Charges 2,736.39 2,477.36

- Depreciation 223.65 2,960.04 191.01 2,668.37

3. Net Proft before Tax 2,630.78 2,193.88

Less :

- Provision for Tax 671.98 608.69

4. Net Proft After Tax but before prior period items 1,958.80 1,585.18 Less:

- Tax Provisions for earlier year (279.37) (35.94)

- Prior Period Expenses 16.98 18.10

5. Net Proft after tax and prior period items 2,221.17 1,603.02

Add :

Surplus Proft Brought forward for Previous Year 10,469.10 9,468.87

Balance available for appropriation 12,690.27 11,071.89

6. Appropriations:

Proposed Dividend @ 8% 147.76 87.85

(Previous Year @ 5%)

Dividend Tax thereon 25.11 14.93

Transfer to General Reserve 500.00 672.87 500.00 602.78

7. Surplus Proft Carried over to Balance Sheet 12,017.40 10,469.10

General Reserve

The Company proposes to transfer a sum of Rs. 500 Lacs (Previous Year Rs. 500 Lacs) to the General Reserve out of the amount available for appropriation. An amount of Rs. 12017.40 lacs is proposed to be retained in Proft and Loss Account.

Dividend

In vew of the improved proftability, your Directors are pleased to recommend a dividend of Rs. 0.80 per Equity Share (8%) on the paid up equity share capital of the Company for the financial year ended 31st March 2010. The total payout of the proposed dividend is Rs. 172.88 Lacs, which includes Corporate Dividend Tax of Rs. 25.11 lacs. A motion for confrmation of the dividend for the year is being placed before the shareholders at the Annual General Meeting.

Performance Review

The F.Y 2009-10 represents the period of recovery for the whole economy in general and realty sector in particular from the crisis that have occurred in previous fnancial year. During this recovery period our Company has achieved close to normal level of business. Turnover for the Year was Rs. 20,924.92 Lacs as against Rs. 20,997.73 lacs in the previous year. The Net Proft (Post Tax) for the year 2009-10 stood at Rs. 1,958.79 Lacs as against Rs. 1585.18 Lacs in the year 2008-09 recording an increase of 23.56%. The Earning Per Share (EPS) has gone up from Rs.9.12 toRs. 12.63, registering a y-oy 38.48% rise.

Business

During the frst half of the period under review, real estate market in Tier-II and Tier-III cities remained subdued but there was very good improvement in the later half enabling the Company to maintain the revenue levels. During the period, the development and construction work in new Residential Projects at Shahpur, Meerut, Jhansi, Yamuna Nagar and Agra were initiated besides already ongoing projects. Present locations where CompanyÃs projects are going on include Agra, Al war, Indore, Jhansi, Jammu, Karnal, Lucknow, Meerut, Muzafarnagar, NH-24 Ghaziabad, Rewari, Shahpur, Yamuna Nagar and Zirakpur. The Sanctions for Amritsar, Parwanoo and Ajmer are expected soon and hopefully these projects will be operational in year 2010-2011.

During the period Commercial project in Agra was launched and soon the Company plans to start new commercial projects in Indore, Meerut and Karnal.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo.

Conservation of Energy, Technology Absorption

Your Company is not engaged in any manufacturing activity; as such particulars relating to Conservation of Energy and Technology Absorption as per section 217(1)(e) are not applicable. Your company undertakes energy audit and implements the suggestions given by the team to save energy bills. The regular energy audit is carried out to identify the areas where energy can be utilised in an optimal manner.

Foreign Exchange Earnings and Outgo

a) Activities Relating As the company to exports operates into

b) Initiatives taken to Real Estate & increase exports Restaurants

c) Development of segment, the new export markets company is not for products and involved in any services activity relating

d) Export plans to export.

Particulars of Foreign Exchange Earnings and Outgo -

a) Foreign Exchange Earnings - through Credit Cards as per

bank certifcates/advices Rs. 30.76 Lacs

b) Foreign Exchange Outgo

- Value of Import calculated on CIF basis in respect of

Project Material. Rs. 43.39 Lacs

- Travel Expenses Rs. 41.57 Lacs

- Professional Fee Nil

- Property Exhibition Rs. 4.45 Lacs

Subsidiary Companies

During the Financial Year 2009-10, the Company has invested in the Equity Shares of two new Companies M/s Sonu Buildwell Pvt. Ltd. and M/s Rishu Buildtech Pvt. Ltd. consequent upon which the said companies have become the Wholly Owned Subsidiaries (WOS) of the Company on 28.01.2010.

As on date your Company has fourteen wholly owned Subsidiary Companies.

The Company has applied to the Central Government u/s 212(8) of the Companies Act, 1956 for obtaining exemption for not attaching the Balance Sheet of Subsidiary Companies alongwith the Balance Sheet of the Company and the same is awaited. These documents/other related detailed information will be available upon request by any member of the Company / its subsidiaries. The annual accounts of the Subsidiary Companies will also be kept open for inspection by any shareholder of the Company at its head ofce and that of the subsidiary Companies concerned. Pursuant to Accounting Standard AS- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements include the fnancial information of its subsidiaries and joint venture.

Fixed Deposits

Fixed Deposits from the Public, Shareholders and Employees as on 31st March, 2010 stood at Rs. 7918.03 Lacs as against Rs. 3829.15 lacs in the previous year. There were unclaimed Deposits amounting to Rs. 76.90 Lacs pertaining to 239 depositors as on that date and out of above 69 depositors having deposits aggregating to Rs. 21.47 lacs have subsequently claimed refund or renewed their deposits. However, the balance amount of Rs. 55.43 Lacs still remains unclaimed.

Corporate Governance

Your Company attaches considerable signifcance to good Corporate Governance as an important step towards building strong investor confidence, improving investor protection and maximising long-term shareholder value. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance, from the auditors on compliance of mandatory requirements have been annexed as part of this Report.

In order to comply with the provisions of newly inserted Clause 47(f) in the Listing Agreement with the Stock Exchange(s), the Company has designated an e-mail ID Ã [email protected] which is exclusively for the clarifcations / queries / grievance redressal of the investors of the Company.

Listing Of Equity Shares

The Securities of the Company are listed and traded at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has paid listing fees to Bombay Stock Exchange Ltd. as well as National Stock Exchange of India Ltd. for the Financial Year 2010-11.

Directors

In accordance with the relevant provisions of Sections 255 & 256 of the Companies Act, 1956 and Article 104 of the CompanyÃs Articles of Association, Shri S.L. Chopra and Shri Pradeep Anand are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, ofer themselves for re-appointment. The brief resume and other details relating to directors, who are to be re-appointed as stipulated under Clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

DirectorsÃ Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confrm the following in respect of the Audited Annual Accounts for the Financial Year ended 31st March, 2010:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed with no 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 afairs of the Company for the Financial Year ended 31st March, 2010 and of the proft of the Company for that period;

iii) that the directors had taken proper and sufcient care for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

Auditors Report

There are no qualifcations in the AuditorÃs Report calling for comments by the Board of Directors under Section 217 of the Companies Act, 1956.

Auditors

M/s Khanna & Annadhanam, Chartered Accountants, who retire at the conclusion of this 26th Annual General Meeting and being eligible for reappointment, have expressed their willingness to be re-appointed as Statutory Auditors of the Company. They have given certifcate to the efect that the appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act,

1956. Your directors recommend their appointment for another one year.

Appreciation

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the eforts put in by the ofcers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

Regd. Office :

15 UGF, Indra Prakash For and on behalf of the Board of Directors

21, Barakhamba Road,

New Delhi - 110 001

Place : New Delhi (Deepak Ansal)

Dated : 31st May, 2010 Chairman and Managing Director

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