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Directors Report of Ashiana Housing Ltd.

Mar 31, 2023

Directorsâ Report

To,

The shareholders],

Your Directors have pleasure in presenting the 37^th Annual Report together with the audited financial statement of the Company for the year
ended on 31^st March 2023.

Financial Summary and State of Affairs

Standalone

Sl. No.	Particulars	Current Year (2022-23)	Previous Year (2021-22)
1.	Sales and other income	36,499	18,193
2.	Profit before Depreciation, Taxation and Exceptional Items	4,004	(36)
3.	Depreciation	768	767
4.	Profit after Depreciation but before Taxation and Exceptional Items	3,236	(803)
5.	Exceptional Items	-	408
6.	Profit after Depreciation and Exceptional Items but before Taxation	3,236	(1,211)
7.	Provision for Taxation	530	(618)
8.	Profit after Depreciation, Taxation and Exceptional Items	2,706	(593)
9.	Surplus brought forward from previous year	1,843	3,404
10.	Profit available for Appropriation	4,549	2,810
11.	Proposed Dividend/ Interim Dividend	(512)	(819)
12.	Tax on Proposed Dividend/Interim Dividend	-	-
13.	Transfer to Other Comprehensive income	0.23	(149)
14.	Transfer from FVTOCI Reserve	-	-
15.	Transfer from/ (to) General Reserve	-	-
16.	Transfer to Debenture Redemption Reserve	-	-
17.	Transfer from Debenture Redemption Reserve	-	-
18.	Transfer from Equity Investment Reserve	0.22	1
19.	Balance Surplus carried to Balance Sheet	4,038	1,843

Consolidated

Sl. No.	Particulars	Current Year (2022-23)	Previous Year (2021-22)
1.	Sales and other income	42,519	23,359
2.	Profit before Depreciation, Taxation and Exceptional Items	4,274	(200)
3.	Depreciation	841	838
4.	Profit after Depreciation but before Taxation and Exceptional Items	3,432	(1,037)
5.	Exceptional Items	-	426
6.	Profit after Depreciation and Exceptional Items but before Taxation	3,432	(1,463)
7.	Provision for Taxation	645	(759)
8.	Profit after Depreciation, Taxation and Exceptional Items	2,787	(704)
9.	Surplus brought forward from previous year	895	2,521
10.	Profit available for Appropriation	3,682	1,816
11.	Proposed Dividend/ Interim Dividend	(512)	(819)
12.	Tax on Proposed Dividend/Interim Dividend	-	-
13.	Transfer to Other Comprehensive income	(3)	(103)
14.	Transfer from FVTOCI Reserve	-	-
15.	Transfer to General Reserve	-	-
16.	Transfer to Debenture Redemption Reserve	-	-
17.	Transfer from Debenture Redemption Reserve	-	-
18.	Transfer from Equity Investment Reserve	0.22	1
19.	Balance Surplus carried to Balance Sheet	3,167	895

â¢ The company registered a sales volume of 25.86 Lakhs sq. ft Vs. 14.76 Lakhs Sq. ft. in FY 2021-22, an increase by more than 75%. The

average realisation price increased from H 3,883 per sq. ft. to H 5,080 per sq. ft. in FY 2021-22 an increase by 31%.

â¢ On execution front, we clocked an Equivalent Area Constructed (EAC) of 16.73 Lakhs sq. ft. (AHL: 16.69 Lakhs sq. ft. and Partnerships:

0.04 Lakhs sq. ft.) vs. 16.20 Lakhs sq. ft. (AHL: 13.91 Lakhs sq. ft. and Partnerships: 2.29 Lakhs sq. ft.) in FY 2021-22.

A summary of the on-going projects as on 31^st March 2023 are as follows:

Project Name & Location	^Typ^e	Saleable Area as on 31-03-2023 (Lakhs sq.ft.)	Area Booked as on 31-03-2023 (Lakhs sq.ft.)
Ashiana Nirmay (Phase 4) (Bhiwadi)	Senior Living	2.09	1.81
Ashiana Tarang (Phase 3, 4A & 4B) (Bhiwadi)	Premium Homes	2.55	1.69
Ashiana Advik (Phase 1) (Bhiwadi)	Senior Living	3.55	1.49
Ashiana Shubham (Phase 4 & 4B) (Chennai)	Senior Living	4.23	3.31
Ashiana Anmol (Phase 2 & 3) (Gurugram)	Kid Centric Homes	7.30	6.15
Ashiana Amarah (Phase 1) (Gurugram)	Kid Centric Homes	3.95	3.95
Ashiana Daksh (Phase 2 & 3) (Jaipur)	Premium Homes	3.52	3.52
Ashiana Amantran (Phase 1, 2, 3 and Shops) (Jaipur)	Premium Homes	8.66	6.98
Ashiana Ekansh (Phase 1&2) (Jaipur)	Premium Homes	4.76	2.34
Ashiana Umang (Phase-5 & 6) (Jaipur)	Kid Centric Homes	6.71	4.18
Ashiana Aditya (Phase 1 &2) (Jamshedpur)	Premium Homes	6.30	6.30
Ashiana Prakriti (Phase 1) (Jamshedpur)	Premium Homes	2.57	2.57
Ashiana Dwarka (Phase 4 & 5) (Jodhpur)	Premium Homes	3.28	1.44
Ashiana Malhar (Phase 1) (Pune)	Premium Homes	2.62	1.59
Ashiana Utsav* (Phase-4) (Lavasa)	Senior Living	^-	^-
Total		62.09	47.32

During the financial year under review there is no change in the

nature of business of your company.

Launches:

FY 2022-23 was a heavy year for project launches for the company.
Launches pertaining to the business of your company, including
its subsidiaries and partnerships, for the year 2022-23 are given
hereunder:

1. Ashiana Shubham, Chennai (Tamil Nadu): Launched Phase-4B of
Ashiana Shubham, a Senior Living Project in Chennai comprising
of 2 and 3 BHK flats with saleable area of 1.77 lakhs sq. ft.

2. Ashiana Tarang, Bhiwadi (Rajasthan): Launched Phase-4A (Villas)
and Phase-4B of Ashiana Tarang, a Premium Homes Project in
Bhiwadi comprising of Villas and 3 BHK flats with saleable area of

0.64 lakhs sq. ft. and 0.76 lakhs sq. ft, respectively.

3. Ashiana Prakriti, Jamshedpur (Jharkhand): Launched
Phase-1 of Ashiana Prakriti, a new Premium Homes Project in
Jamshedpur comprising of 2 and 3 BHK flats and penthouses
with saleable area of 2.57 lakhs sq. ft.

4. Ashiana Ekansh, Jaipur (Rajasthan): Launched Phase-1 and 2
of a new Premium Homes Project, namely Ashiana Ekansh in
Jaipur comprising of 2, 3 and 4 BHK flats with total saleable
area of 4.76 lakhs sq. ft.

5. Ashiana Malhar, Pune (Maharashtra): Launched Phase-1 of
Ashiana Malhar, another new Premium Homes Project located
in Pune comprising of 2 and 3 BHK Flats having total saleable
area of 2.62 lakhs sq. ft.

6. Ashiana Amarah, Gurugram (Haryana): Launched Phase-1
of Ashiana Amarah, a new Premium Homes Project located in
Gurugram comprising of 2, 3 and 4 BHK Flats having saleable
area of 3.95 lakhs sq. ft.

7. Ashiana Dwarka, Jodhpur (Rajasthan): Launched Phase-5 of
Ashiana Dwarka, a Premium Homes Project located in Jodhpur
comprising of 2 and 3 BHK Flats having saleable area of
approximately 2.00 lakhs sq. ft.

8. Ashiana Advik, Bhiwadi (Rajasthan): Launched Phase-1 of
Ashiana Advik, a new Senior Living Project located in Bhiwadi
comprising of 1,2 and 3 BHK Flats and Villas having saleable
area of 3.55 lakhs sq. ft.

9. Ashiana Anmol, Gurugram (Haryana): Launched Phase-3
of Ashiana Anmol, a Kid Centric Homes Project located in
Gurugram comprising of 2 and 3 BHK Flats having saleable area
of 4.47 lakhs sq. ft.

10. Ashiana Amantran, Jaipur (Rajasthan): Launched shops
having saleable area of 0.09 lakhs sq. ft. of Ashiana Amantran, a
Premium Homes Project located in Jaipur. Rajasthan.

Recognitions:

Your company was accorded following awards/
recognitions during the financial year 2022-23:

1. Ranked as India''s No. 1 Senior Living Brand 6 times in a row by
Track 2 Realty.

2. Received Bhamashah Award from the Govt. of Rajasthan.

3. The Govt. has also conferred the title "Shiksha Bhushan" for
Ashiana''s contribution to basic education in the state of Rajasthan.

4. Bestowed with Best Pavilion Award at the CREDAI Real Estate
Expo held in Jaipur (Rajasthan).

1. CARE has maintained our credit rating as "CARE A(Is) [Single A
(Issuer Rating), Outlook: Stable]â

2. CARE has re-affirmed us as CARE(A); Stable for H 97 Crores
and H 35 Crores Non- Convertible Debentures (NCDs) allotted
on 31^st May 2021 and 20^th July 2022, respectively.

3. ICRA has rated us as ICRA A for H 20 Crores and H 100 Crores
Non-Convertible Debentures.

4. Handover started of Phase 3 of Ashiana Shubham, Chennai.

5. Handover started of Phase 1 of Ashiana Sehar, Jamshedpur.

6. Handover started of Phase 1 of Ashiana Daksh, Jaipur.

Management Discussion & Analysis

Management Discussion & Analysis which forms part of Directors''
Report as per Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is given in the annual
report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as per
Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to this report as
Annexure - I in the format on the principles of National Guidelines
on Responsible Business Conduct (NGRC) specified by Ministry of
Corporate Affairs in 2019 and forms part of the Annual Report.

Capital and Debt Structure

There has been no change in authorised, issued, and subscribed
capital of the company during the period under review. There are
no shares with differential rights as to dividend, voting or otherwise.
Further, there are no debentures with convertible rights. During
the financial year under review, the Company has neither issued
nor allotted any equity or preference shares and not redeemed any
preference shares or bought back any shares. However, during the
FY 2022-23, the company repaid H 9.70 Crores of Non- Convertible
Debentures (NCDs) issued to ICICI Prudential Regular Savings Plan
in 2018 bearing ISIN INE365D07077. Further during the Financial
Year 2022-23, the company issued and allotted of Non- Convertible
Debentures (NCDs) to the tune of H 26.40 Crores to International
Finance Corporation (IFC) on 20^th July 2022.

Sl.

No.

Name of the
Allottees

ISIN of Active
NCDs

Coupon Rate

Outstanding as
on 31.03.2023

Brief Terms

#ICICI Prudential
Regular Savings
Plan issued
H 100 Crores#

international

Finance

Corporation

INE365D07077

INE365D08018

10.15% Payable monthly*

8% per annum provided that the
interest rate may be varied in
accordance with the reset process set
out in the Debenture Trust Deed dated
28th August 2018.

H1.80 crores
H 2.43 crores

Non-convertible, Redeemable,
Rated, Secured against Unsold
Inventory and Receivables thereon,
Listed, Tenure: 5 years from the
date of allotment i.e. 26^th April 2018
Non-convertible, Redeemable,
Rated,Unsecured, Listed, Tenure:
20 years from the date of allotment
i.e. 28^th September 2018.

Sl. No.	Name of the Allottees	ISIN of Active NCDs	Coupon Rate	Outstanding as on 31.03.2023	Brief Terms

3.	**International	INE365D08026	8% per annum provided that the	H 97 crore	Non-convertible, Redeemable,
	Finance		interest rate may be varied in		Rated, Unsecured, Listed, Tenure:
	Corporation		accordance with the reset process set		20 years from the date of allotment
			out in the Debenture Trust Deed dated		i.e. 31^st May 2021.
			04th May 2021.
4.	***International	INE365D08034	8% per annum provided that the	H 26.40 crore	Non-convertible, Redeemable,
	Finance		interest rate may be varied in		Rated, Unsecured, Listed, Tenure:
	Corporation		accordance with the reset process set		20 years from the date of allotment
			out in the Debenture Trust Deed dated		i.e. 20^th July 2022.
			21st June 2022.

For all the above issues of NCDs VISTRA ITCL (India) Limited has been appointed as Debenture Trustee. All the above NCDs are listed on BSE.

#The above Non-Convertible Debentures have been redeemed by the company on 26^th April 2023.

* The investment is for the identified project of the company "Ashiana Dakshâ with returns linked to project specific returns.

** The investment is for the identified project of the company "Ashiana Amarahâ, Gurugram, with returns linked to project specific returns.

*** The investment is for the identified project of the company "Ashiana Vatsalyaâ, Chennai, with returns linked to project specific returns.

Note: Details of the credit ratings are provided in the Management
Discussion & Analysis section forming part of the Directorâs Report.

Extract of Annual Return

An extract of the Annual Return of your company, pursuant to Section
92(3) read with Section 134(3)(a) of the Companies Act, 2013, is
available on the website of the Company at the following link: https://
www.ashianahousing.com/real-estate-investors/financial-reports#3

Number of Meetings of the Board of Directors

The Board of Directors duly met five times during the year i.e. on
27^th May 2022, 29^th July 2022, 09^th August 2022, 14^th November
2022, 14^th February 2023, in respect of which meetings proper
notices were given and the proceedings were properly recorded and
signed in the minutes book maintained for the purpose.

Directors'' Responsibility Statement

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

1. In the preparation of the annual accounts, the applicable
Accounting Standards had been followed along with proper

explanation relating to material departures.

2. The Directors had selected such accounting policies and applied

them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the

state of affairs of the company at the end of the financial year
and of the Profit and Loss of the company for that period.

3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of

the company and for preventing and detecting fraud and other
irregularities.

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

5. The Directors had laid down Internal Financial Controls to
be followed by the company and that such Internal Financial
Controls were adequate and were operating effectively.

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

Disclosures from Independent Directors

Mr. Abhishek Dalmia, Mr. Narayan Anand, Ms. Piyul Mukherjee and

Ms. Sonal Mattoo, all independent directors of the company have
given requisite declaration in the first Board meeting stating that they
meet the criteria of independence as provided in Section 149(6) of
Companies Act, 2013, and that they have adhered and have complied
with the Code of Conduct for Independent Directors as prescribed in
Schedule IV of the Act and Code of Conduct of the company.

Further, all the independent directors of the company have also given
the requisite declaration stating that they have complied with Rule 6
(1) & (2) of the Companies (Appointment & Qualification of Directors)
Rules, 2014 regarding registration of their names in the Databank of
Independent Directors maintained with Indian Institute of Corporate
Affairs (IICA) as per MCA Notification No. G.S.R. 804 (E) dated 22^ndOctober 2019.

A statement regarding opinion of the Board with regard to
integrity, expertise, and experience (including the proficiency) of the
Independent Directors appointed / reappointed during the year are
given in the corporate governance section of the annual report which

forms part of the Directorâs Report.

Audit Committee and Vigil Mechanism

Details of the audit committee, terms of reference of the audit
committee and vigil mechanism of the company is given in the
corporate governance section of the annual report which forms part
of the Directorâs Report.

in the Corporate Governance section of the Annual Report. Major

risk perception of management which may threaten existence of the
Company are discussed in the Management Discussion and Analysis
section of the Annual Report.

Corporate Social Responsibility (CSR) Initiatives

Details of the Corporate Social Responsibility Committee are given in
the Corporate Governance section and in Management Discussion
and Analysis of the annual report which forms part of the Director''s
Report.

Details of activities undertaken under the CSR initiatives of the
company are given in a separate section in the Annual Report
followed by Management Discussion and Analysis Report.

Statutory Report on Corporate Social Responsibility initiatives
undertaken by the company during the year are given in Annexure VI.

Formal Annual Evaluation of the Board

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

Directors and Key Managerial Personnel (KMP)

The Board of Directors of the company comprises of seven directors
out of whom three are Executive Directors and four are Independent
Directors. The names of Board of Directors of the Company are as
follows:

Sl. No.	Name	Category of Directorship
1.	Mr. Vishal Gupta	Managing Director
2.	Mr. Ankur Gupta	Jt. Managing Director
3.	Mr. Varun Gupta	Whole Time Director
4.	Mr. Abhishek Dalmia	Independent Director
5.	Ms. Sonal Mattoo	Independent Director
6.	Ms. Piyul Mukherjee	Independent Director
7.	Mr. Narayan Anand	Independent Director

Details of the Nomination & Remuneration Committee, terms of
reference of this Committee are given in the corporate governance
section of the annual report which forms part of the Director''s Report.

Reservation and qualification in Auditor''s Report

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

Remuneration of Directors

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

Loans, Guarantee, and Investments

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

Particulars of Related Party Transaction

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

General Reserve

No amount has been transferred to General Reserve in respect of
Financial Year under review.

Dividend

The Board of Directors of your company has recommended the
final dividend @ 25 % i.e. Re. 0.50 per equity share of H 2/- for the
Financial Year 2022-23, approval for which is being placed before
the members in the upcoming Annual General Meeting.

Material Changes and Commitments

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

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

Particulars with respect to Conservation of Energy and Technology
Absorption as per section 134(3)(m) read with Rule 8(3) of Chapter
IX of the Companies Act, 2013 are given in Annexure V.

During the year under review, there has been no foreign exchange

earnings but there has been foreign exchange outgo of H 314.27
Lakhs.

Risk Management

Your company has a Risk Management Committee. Details of the
Risk Management Committee and Risk Management Policy are given

Further, there are two other KMPs in the Company, namely.

a) Mr. Vikash Dugar, Chief Financial Officer (CFO).

b) Mr. Nitin Sharma, Company Secretary (CS) and Compliance
Officer.

During the year under review, Mr. Hemant Kaul completed his two
terms as an Independent Director and his office as Independent
Director ceased w.e.f. from 27^th August 2022. Apart from this, there
has been no change in the composition of the Board of Directors of
the Company.

Further, Mr. Narayan Anand, and Ms. Piyul Mukherjee have been

re-appointed as Independent Directors for another term of 5 years,
and Mr. Vishal Gupta, Mr. Ankur Gupta and Mr. Varun Gupta have
been re-appointed as Managing Director, Jt. Managing Director, and
Whole Time Director of the company, respectively for another term
of 3 years by the shareholders in the Annual General Meeting held on
17^th September 2022.

Subsidiary Companies

A statement pursuant to Rule 5 & 8 of Chapter IX of the Companies
Act, 2013 containing salient features of the financial statements of
the subsidiaries/associate companies/joint ventures of the company
and their contribution to the overall performance of the company
during the period under review is given in Annexure VIII. During the
year under review no new company has become or ceased to be
subsidiaries, associate, and joint venture.

Fixed Deposits

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

Orders of Court/Tribunal/Regulator

During the year under review there was no order passed by the
regulators or courts or tribunals which was material enough to
impact the going concern status and operations of your company.

Internal Financial Controls

The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls
were tested and no reportable material weakness in the design
or operation were observed. Please also refer to Internal Controls
section in the Management Discussion and Analysis which forms
part of the Director''s Report.

Auditors

a) Statutory Auditors

The shareholders of the Company had appointed B. Chhawchharia
& Co., Chartered Accountants, as Statutory Auditors of the
company for a period of five years from the conclusion of their
Annual General Meeting held on 17^th September 2022. They
have been appointed as Statutory Auditors in place of the M/s.
VMSS & Associates, Chartered Accountants, the outgoing
Statutory Auditors.

The Notes on financial statement referred to in the Auditors''
Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any
qualification, reservation, or adverse remark.

b) Secretarial Audit Report

The Board has appointed M/s. A.K. Verma & Co., Practising
Company Secretary, to conduct Secretarial Audit for the
financial year 2022-23. The Secretarial Audit Report for the
financial year ended 31^st March 2023 is given in Annexure IX.
The Secretarial Audit Report does not contain any qualification,
reservation, or adverse remark. The company has complied with
the applicable Secretarial Standard Issued by the ICSI.

c) Cost Auditor

Maintenance of Cost Records and Cost Audit as prescribed
under section 148 of the Companies Act, 2013 are applicable

on our company and accordingly such records and accounts
are maintained by the company. Your company also gets annual
audit of cost records under this section.

Based on the recommendation of Audit Committee, Mr. Santosh
Pant of M/s. Pant S. & Associates, Cost Accountant having
Membership No. 32283, had been appointed by the Board as
the Cost Auditors of the company for the FY 2022-23 on 27^thMay 2022. Further, the Board has appointed him as Cost Auditor
for the FY 2023-24 also subject to ratification of remuneration
by the shareholders in their upcoming AGM. The company has
received a letter from him to the effect that this appointment
would be within the limits prescribed under section 141(3)(g) of
the Companies Act, 2013 and that he is not disqualified for such
appointment in terms of the provisions of the Companies Act,
2013.

d) Internal Auditor

Based on the recommendation of Audit Committee, Grant
Thornton (Bharat) LLP, Chartered Accountants, had been
appointed by the Board as Internal Auditors of the Company.

Compliance with the provisions under The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

Your company has complied with the provisions of the above Act in
letter and spirit. Your company has an Internal Complaints Committee
to look after any complaints of this sort.

Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated or pending against the company
under the Insolvency and Bankruptcy Code, 2016.

The requirement of sub rule xii of rule 8 of the Companies (Accounts)
Rules, 2014 pertaining to difference in the valuation in respect of

loans taken from banks/ financial institutions does not apply on the
company.

Transfer of dividend and shares to Investor Education
and Protection Fund

The company transferred H 24,78,366/- on 01^st November 2022 to
the Investor Education and Protection Fund established by the central

government in compliance with section 125 of the Companies Act,
2013. This amount represented the unclaimed dividend in respect
of the FY 2014-15, which was lying with the company for a period of
seven years from the date of transfer to unpaid-unclaimed dividend
account. Prior to transferring the aforesaid sum, the company had
sent reminders to the shareholders, and have been intimated to the
shareholders about unpaid unclaimed dividend in every AGM notice.
The company had transferred 1,31,511 number of shares to the
Investor Education and Protection Fund established by the Central
Government in compliance with section 125 of the Companies Act,
2013. These shares are in respect of which dividend has not been
paid or claimed for seven consecutive years. Prior to transferring
the aforesaid shares, the company had sent reminders to the
shareholders. The Company Secretary, Mr. Nitin Sharma, is the

Nodal Officer for the Transfer of Shares to Investor Education Fund
and the shareholder can check their details on website https://www.
ashianahousing.com/real-estate-investors/investors-contact#5 or
can mail at [email protected].

Particulars of Employees and Related Disclosures

During the year under review none of the employees of the company
was in receipt of remuneration of H 1.02 Crore p.a. or H 8.50 Lakhs, as
the case may be, as specified in rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, read with the provisions of section 197(12) of the Companies
Act, 2013, or was in receipt of remuneration in excess of that drawn
by the Managing Director or Whole Time Director, and is/was
holding, alongwith his/her spouse and dependent children not less
than two percent of the equity shares of the company.

The information relating to particulars of employees under Section
197 of Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached as Annexure II.

Further, the statement containing names of top ten employees in
terms of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure forming
part of this report.

Further, the report and the accounts are being communicated to the
Members excluding the aforesaid annexure. In terms of Section 136
of the Act, the said annexure is open for inspection and any member
interested in obtaining a copy of the same may write to the Company
Secretary at [email protected].

Other Committees of the Board

Details of the other committees of the Board are provided under the
Corporate Governance Section of the Report.

Failure to implement Corporate Action

During the financial year under review, there was no failure to
implement any Corporate Action.

(a) wherever applicable, that the consolidated financial statement
is also being presented in addition to the standalone financial

statement of the company.

(b) details about key initiatives with respect to Stakeholder
relationship, Customer relationship, Environment, Sustainability,
Health, and Safety are given in the Business Responsibility
Statement section (Annexure I) to this report.

(d) cost records are required to be maintained by the company
pursuant to section 148 of the Companies Act, 2013 and
accordingly such records and accounts are maintained.

Acknowledgements

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

For and on behalf of the Board

Vishal Gupta Ankur Gupta

(Managing Director) (Jt. Managing Director)

Mar 31, 2019

To,

The shareholder(s),

The Directors have pleasure in presenting the 33rd Annual Report together with the audited financial statement of the company for the year ended on 31st March 2019.

Financial Summary and State of Affairs

Standalone Rs. in Lakhs

Sl.	Particulars	Current Year	Previous Year
No.		2018-19	2017-18
1.	Sales and other income	31,230	30,083
2.	Profit before Depreciation	3,454	5,563
3.	Depreciation	804	725
4.	Profit after Depreciation but before Taxation	2,650	4,838
5.	Provision for Taxation	882	963
6.	Profit after Depreciation and Taxation	1,768	3,875
7.	Surplus brought forward from previous year	3,416	3,369
8.	Profit available for Appropriation	5,184	7,244
9.	Proposed Dividend/ Interim Dividend	(256)	(256)
10.	Tax on Proposed Dividend/Interim Dividend	(53)	(52)
11.	Transfer to Other Comprehensive income	19	(9)
12.	Transfer from FVTOCI Reserve	1,387	239
13.	Transfer to General Reserve	(2,500)	(4,000)
14.	Transfer to Debenture Redemption Reserve	(562)
15.	Transfer from Debenture Redemption Reserve	200	250
16.	Balance Surplus carried to Balance Sheet	3,420	3,416

Consolidated Rs.in Lakhs

Sl.	Particulars	Current Year	Previous Year
No.		2018-19	2017-18
1.	Sales and other income	35,063	33,492
2.	Profit before Depreciation	3,210	5,606
3.	Depreciation	815	732
4.	Profit after Depreciation but before Taxation	2,395	4,874
5.	Provision for Taxation	1,017	1,051
6.	Profit after Depreciation and Taxation	1,378	3,823
7.	Surplus brought forward from previous year	3,292	3,298
8.	Profit available for Appropriation	4,670	7,121
9.	Proposed Dividend/ Interim Dividend	(256)	(256)
10.	Tax on Proposed Dividend/Interim Dividend	(53)	(52)
11.	Transfer to Other Comprehensive income	37	(9)
12.	Transfer from FVTOCI Reserve	1,387	239
13.	Transfer to General Reserve	(2,500)	(4,000)
14.	Transfer to Debenture Redemption Reserve	(562)
15.	Transfer from Debenture Redemption Reserve	200	250
16.	Balance Surplus carried to Balance Sheet	2,922	3,292

Key Highlights of the Business and Operations:

- The company registered an improved sales volume of 10.79 lakhs sq. ft. Vs. 6.93 lakhs sq. ft. in FY18. The average realisation price decreased from RS. 3,135 in FY18 to RS. 3,082 in FY19.

- On execution front, we clocked an Equivalent Area Constructed (EAC) of 7.68 lakhs sq. ft. (AHL: 5.31 lakhs sq. ft. and partners: 2.37 lakhs sq. ft.).

A brief summary of the on-going projects as on 31st March 2019 are as follows:

Project Name &	Type	Saleable Area	Area Booked
Location		(lakhs sq. ft.)	as on 31-03-2019 (lakhs sq. ft.)
Ashiana Nirmay	Senior Living	1.18	0.58
(Phase-2) (Bhiwadi)
Ashiana Umang	Kid Centric	2.56	1.65
(Phase -4) (Jaipur)
Vrinda Gardens*	Comfort Homes	3.06	1.74
(Phase-3B) (Jaipur)
Gulmohar Gardens*	Comfort Homes	1.43	1.39
(Phase 8) (Jaipur)
Ashiana Navrang	Comfort Homes	0.19	0.02
(Phase-3) (Halol)
Ashiana Shubham	Senior Living	3.25	1.15
(Phase-2 & Phase-3)
(Chennai)
Ashiana Utsav	Senior Living	0.63	0
(Phase-4) (Lavasa)
Ashiana Anmol (Sohna)	Kid Centric	4.16	2.42
Total	16.45		8.95

* In partnership

Note: Ashiana Utsav Lavasa Phase IV construction has commenced, yet to launch for sales

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

Launches & New Land Parcel acquired:

Launches pertaining to the business of your company, including its subsidiaries and partnerships, for the year 2018-19 and period subsequent thereto are given hereunder:

a) Ashiana Shubham, Chennai (Tamil Nadu): Launched Phase-III of project Ashiana Shubham Senior Living in Chennai (Tamil Nadu) comprising 1/2/3 BHK flats with total saleable area of approximately 1.78 lakhs sq. ft.

b) Ashiana Umang, Jaipur (Rajasthan): Launched Phase -IV of project Ashiana Umang Kid Centric Homes in Jaipur (Rajasthan) comprising 2/3 BHK flats with total saleable area of approximately 2.56 lakhs sq. ft.

c) Ashiana Daksh Land: The company has acquired a land parcel measuring 6.67 acres situated at Village Shri Kishanpura, Jagatpura, Tehsil Sanganer, Dist. Jaipur, Rajasthan. Ashiana is proposing to develop a Comfort Homes project which will have a saleable area of approximately 6.15 lakhs sq. ft.

Recognitions:

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

a) Received Bhamashah Award from the Govt. of Rajasthan for the 6th consecutive year. The Government has also conferred the title âShiksha Bhushanâ for Ashianaâs contribution to basic education in the state of Rajasthan.

b) Recognised for Real Estate Website of the year by âRealty Excellence Awards (North) 2018â;

c) Recognised for digital Campaign of the year âBehatar Parvarish ka Pataâ by ABP News;

d) Recognised as Best Theme based Project âAshiana Umang-Kid Centricâ by Realty Excellence Awards (North) 2018;

Other developments

- CARE has maintained our credit rating as âCARE A(Is) (Single A (Issuer Rating))â;

- Hand over started of Phase VII Gulmohar Gardens;

- Hand over started of Phase II Ashiana Dwarka;

- Hand over started of Phase IIIA of Vrinda Gardens;

- Hand over started of Phase V of Ashiana Surbhi;

- Hand over started of Phase I of Ashiana Tarang

Management Discussion Analysis

Management Discussion Analysis which forms part of Directorsâ Report as per clause 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the annual report.

Capital and Debt Structure

Share capital of the company consist of equity capital only.

There has been no change in authorised, issued and subscribed capital of the company during the period under review. There are no shares with differential rights as to dividend, voting or otherwise. Further, there are no debentures with convertible rights. During the financial year under review the company had issued and allotted NCDs of RS. 118.74 crores through private placement. Out of these NCDs of RS. 100 crores were issued to ICICI Prudential Regular Savings Plan and of RS. 18.74 crores to International Finance Corporation. Also, the company issued and allotted NCDs of RS. 50 Crores during the financial years 2015-16 and 2016 -17. Details of all the outstanding NCDs are given below:

Sl. Name of the Allottees No.	ISIN of Active NCDs	Coupon Rate	Outstanding as on 31.03.2019	Brief Terms
1. ICICI Prudential Regular	INE365D07077	10.15% Payable	93.60 crores	Non-convertible, Redeemable,
Savings Plan* issued		quarterly*		Listed, Rated, Secured
RS. 100 Crores				against Unsold Inventory and
				Receivables thereon, Tenure: 5
				years from the date of allotment
				i.e. 26th April 2018
2. International Finance	INE365D08018	Eight percent 8% per	18.74 crores	Non-convertible, Redeemable,
Corporation**		annum provided that		Rated,Unsecured, Listed,
		the interest rate may be		Tenure: 20 years from the
		varied in accordance with		date of allotment i.e. 28th
		the reset process set out		September 2018.
		in the Debenture Trust
		Deed.
3. Syndicate Bank	INE365D07036	11.45%	10 crores	Non-convertible,
				Redeemable,Rated Secured
				against Land of Ashiana
				Aangan, Neemrana Phase-2
				and Unsold Inventory of Ashiana
				Umang, Tenure: 4years
4. Bank of Maharastra	INE365D07069	11.45%	7 crores	Non-convertible, Redeemable,
				Rated Secured against Land
				of Ashiana Aangan, Neemrana
				Phase-2 and Unsold Inventory of
				Ashiana Umang, Tenure: 4years

5.	AK Capital Services Ltd.;	INE365D07051	11%	5 crores Non-convertible, Redeemable,
				Rated Secured against
				Land of Ashiana Aangan,
				Neemrana Phase-2 and
				Unsold Inventory of Ashiana
				Umang, Tenure: 3 years

In all the above issues of NCDs VISTRA ITCL (India) Limited has been appointed as Debenture Trustee. All the above NCDs are listed on BSE.

*However, the above arrangement was modified in March 2019, wherein the redemption was made monthly contingent upon collections in the Escrow Account. Redemption to be made in multiples of RS. 10 lakhs.

**The investment is for the identified project of the company âAshiana Dakshâ with returns linked to project specific returns Note: Details of the Credit Ratings are provided in the Management Discussion & Analysis forming part of the Directorsâ Report.

Extract of Annual Return

An extract of the Annual Return of your company, pursuant to Section 92(3) of the Companies Act, 2013, is given herewith as Annexure I. The annual return of the company for the financial year 2018-19, after filing with the Ministry of Corporate Affairs, can also be obtained from https:// www.ashianahousing.com/real-estate-investors/investors-information

Number of Meetings of the Board of Directors

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

Directorsâ Responsibility Statement

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

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

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

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

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

5. The Directors had laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls were adequate and were operating effectively;

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

Disclosures from Independent Directors

Mr. Abhishek Dalmia, Mr. Hemant Kaul, Mr. Narayan Anand, Ms. Piyul Mukherjee and Ms. Sonal Mattoo, all independent directors of the company have given the requisite declaration in the first Board meeting for the FYâ19 stating that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013 and that they have adhered and have complied with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act and Code of Conduct of the company.

Audit Committee and Vigil Mechanism

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

Policy of Nomination and Remuneration Committee

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

Reservation and qualification in Auditorâs Report

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

Remuneration of Directors

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

Loans, Guarantee and Investments

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

Particulars of Related Party Transaction

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

General Reserve

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

Dividend

The Board of Directors of your company has recommended the final dividend @ 12.50 % i.e. H0.25 per equity share of RS. 2/- for the Financial Year 2018-19, approval for which is being placed before the members in the upcoming Annual General Meeting.

Material Changes and Commitments

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

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

Particulars with respect to Conservation of Energy and Technology Absorption as per section 134(3)(m) read with Rule 8(3) of Chapter IX of the Companies Act, 2013 are given in Annexure V.

During the year under review there has been no foreign exchange earnings but there has been foreign exchange outgo of RS. 140 Lakhs.

Risk Management

Your company has a Risk Management Committee. Details of the Risk Management Committee and Risk Management Policy are given in the Corporate Governance section of the Annual Report. Major risk perception of the management which may threaten existence of the company are discussed in the Management Discussion and Analysis section of the Annual Report.

Corporate Social Responsibility Initiatives

Details of the Corporate Social Responsibility Committee and its policy are given in the Corporate Governance section and in Management Discussion and Analysis of the annual report which forms part of the Directorsâ Report.

A report on Corporate Social Responsibility initiatives undertaken by the company during the year are given in Annexure VI.

Formal Annual Evaluation of the Board

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

Directors

The Company has eight directors namely Mr. Vishal Gupta, Mr. Ankur Gupta, Mr. Varun Gupta, Executive Directors and Mr. Abhishek Dalmia, Mr. Hemant Kaul, Mr. Narayan Anand, Ms. Piyul Mukherjee and Ms. Sonal Mattoo as Independent Directors.

During the year under review the Board had appointed Mr. Narayan Anand and Ms. Piyul Mukherjee as Independent Directors in their meeting held on 11th February, 2019. Ms. Piyul Mukherjee is a new director on the Board.

Subsidiary Companies

During the under review, no new company became subsidiary of your company. However, two subsidiaries namely MG Homecraft LLP and Neemrana Builders LLP have been struck off during the year under review.

A statement pursuant to Rule 5 & 8 of Chapter IX of the Companies Act, 2013 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company and their contribution to the overall performance of the company during the period under review is given in Annexure VIII.

Fixed Deposits

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

Orders of Court/Tribunal/Regulator

During the year under review there no order passed by the regulators or courts or tribunals which was material enough to impact the going concern status and operations of your company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. Please also refer to Internal Controls section in the Management Discussion and Analysis which forms part of the Directorâs Report.

Auditors

a) Statutory Auditors

The shareholders of the company had appointed M/S. VMSS & Associates, Chartered Accountants, as Statutory Auditors of the company for a period of five years from the conclusion of their Annual General Meeting held on 28th August, 2017.

b) Secretarial Audit Report

The Board has appointed M/s. A.K. Verma & Co., Practising Company Secretary, to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 is given in Annexure IX. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The company has compiled with the applicable Secretarial Standard Issued by the ICSI.

c) Cost Auditor

Maintenance of Cost Records and Cost Audit as prescribed under section 148 of the Companies Act, 2013 are applicable on our company and accordingly such records and accounts are maintained by the company. Your company also gets annual audit of cost records under this section.

Based on the recommendation of audit committee, Mr. Santosh Pant of M/s. Pant S. & Associates, Cost Accountant having Membership No. 32283, has been appointed by the Board as the Cost Auditors of the company for the Financial Year 201819. Remuneration approved by the shareholders in their last AGM. Further the Board has appointed him as Cost Auditor for the FY 2019-20 subject to ratificatiojn of remuneration by the Shareholders in their upcoming AGM. The company has received a letter from him to the effect that this appointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for such appointment in terms of the provisions of the Companies Act, 2013.

Compliance with the provisions under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your company has complied with the provisions of the above Act in letter and spirit. Your company has an Internal Complaints Committee to look after any complaints of this sort.

Transfer of dividend and shares to Investor Education and Protection Fund

The company transferred on 13th November 2018, RS. 18,80,504/- to the Investor Education and Protection Fund established by the central government in compliance with section 125 of the Companies Act, 2013. This amount represented the unclaimed dividend in respect of the financial year 2010-11, which was lying with the company for a period of seven years from the date of transfer to unpaid-unclaimed dividend account. Prior to transferring the aforesaid sum, the company had sent reminders to the shareholders, and also been reminding to the shareholders about unpaid unclaimed dividend in every annual report. The company had transferred 407,787 number of shares to the Investor Education and Protection Fund established by the central government in compliance with section 125 of the Companies Act, 2013. These shares are in respect of which dividend has not been paid or claimed for seven consecutive years. Prior to transferring the aforesaid shares, the company had sent reminders to the shareholders. The Company Secretary, Mr. Nitin Sharma, is the Nodal Officer for the Transfer of Shares to Investor Education Protection Fund and the shareholder can check details of their shares on website https://www.ashianahousing.com/real-estate-investors/financial-reports#3 or can mail at [email protected].

Particulars of Employees and Related Disclosures

During the year under review none of the employees of the company was in receipt of the remuneration of RS. 1.02 Crore p.a. or RS. 8.50 Lakhs as the case may be as specified in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with the provisions of section 197(12) of the Companies Act, 2013, or was in receipt of the remuneration in excess of that drawn by Managing Director or Whole Time Director, and is/was holding, alongwith his/her spouse and dependent children not less than two percent of the equity shares of the company. List of top ten employees in terms of remuneration drawn is given in Annexure II.

Other Committees of Board

The details of the other committees of Board has been stated under Corporate Governance Section of the Annual Report.

Acknowledgements

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

For and on behalf of the Board

Vishal Gupta Ankur Gupta

(Managing Director) (Jt. Managing Director)

Mar 31, 2018

To,

The shareholders],

The Directors have pleasure in presenting the 32^nd Annual Report together with the audited financial statement of the company for the year ended on 31^st March, 2018.

FINANCIAL SUMMARY

Standalone (Rs, in Lakhs]

SI. No.	Particulars	Current Year 2017-18	Previous Year 2016-17
1.	Sales and other income	30,082.84	37,031.79
2.	Profit before Depreciation	5,563.21	9,933.20
3.	Depreciation	725.45	782.90
4.	Profit after Depreciation but before Taxation	4,837.73	9,150.30
5.	Provision for Taxation	963.15	2,442.18
6.	Profit after Depreciation & Taxation	3,874.58	6,708.12
7.	Surplus brought forward from previous year	3,369.35	2,029.96
8.	Profit available for Appropriation	7,243.92	8,738.08
9.	Proposed Dividend/ Interim Dividend	[255.88]
10.	Tax on Proposed Dividend/ Interim Dividend	[52.09]
11.	Transfer to Other Comprehensive income	[9.46]	(22.45)
12.	Transfer from FVTOCI Reserve	238.68	153.72
13.	Transfer to General Reserve	[4,000.00]	(5,000.00)
14.	Transfer to Debenture Redemption Reserve	Â¦	750.00
15.	Transfer from Debenture Redemption Reserve	250.00	250.00
16.	Balance Surplus carried to Balance Sheet	3,415.17	3,369.35

Consolidated in Lakhs)

SI. No.	Particulars	Current Year 2017-18	Previous Year 2016-17
1.	Sales and other income	33,492.33	39,072.23
2.	Profit before Depreciation	5,606.28	9,935.34
3.	Depreciation	732.22	787.78
4.	Profit after Depreciation but before Taxation	4,874.05	9,147.56
5.	Provision for Taxation	1,050.70	2,446.89
6.	Profit after Depreciation & Taxation	3,823.35	6,700.67
7.	Surplus brought forward from previous year	3,297.93	1,959.33
8.	Profit available for Appropriation	7,120.67	8,660.00
9.	Proposed Dividend/Interim Dividend	[255.88]
10.	Tax on Proposed Dividend/ Interim Dividend	[52.09]
11.	Transfer to Other Comprehensive income	[9.47]	(22.45)
12.	Transfer from FVTOCI Reserve	238.68	162.06
13.	Transfer to General Reserve	[4,000.00]	(5,000.00)
14.	Transfer to Debenture Redemption Reserve	-	750.00
15.	Transfer from Debenture Redemption Reserve	250.00	250
16.	Balance Surplus carried to Balance Sheet	3,291.91	3,297.93

KEY HIGHLIGHTS OF THE BUSINESS AND

OPERATIONS

- The company registered a sales volume of 6.93 Lakhs sq. ft. in a sluggish market where customer sentiment continued to be weak. The average realisation price decreased from ''3,234 in FY17 to Rs, 3,135 in FY18;

- On execution front, we clocked an Equivalent Area Constructed [EAC] which excludes construction of EWS/LIG & Ashiana School of 8.16 Lakhs sq. ft. [AHL : 6.39 Lakhs sq. ft. and partners: 3.78 Lakhs sq. ft.]

Operations

A brief summary of the on-going projects as on

31^st March, 2018 are as follows:

Project Name & Location	Type	Saleable Area [Lakhs sq. ft.]	Area Booked [Lakhs sq. ft.]

Ashiana Dwarka (Phase-ll) [Jodhpur]**	Comfort Homes	1.09	0.45
Ashiana Nirmay (Phase-ll) [Bhiwadi]	Senior Living	1.17	0.08
Ashiana Tarang (Phase-1) [Bhiwadi]	Comfort Homes	2.28	1.56
Ashiana Surbhi (Phase-V) [Bhiwadi]	Comfort Homes	0.27	0.13
Vrinda Gardens* (Phase-IIIA & Phase-IIIB), [Jaipur]	Comfort Homes	3.86	0.67
Gulmohar Gardens* (Phase-VII & Phase VIII), [Jaipur]	Comfort Homes	2.44	1.25
Ashiana Navrang (Phase-Ill) [Halol]	Comfort Homes	0.19	0.02
Ashiana Shubham (Phase-ll) [Chennai]	Senior Living	1.47	0.39
Ashiana Utsav (Phase-IV) [Lavasa]	Senior Living	0.63
Ashiana Anmol* (Phase-1) [Sohna]**	Comfort Homes	4.16	1.78
Total		17.56	6.33

*ln partnership **AHLâsShare

* * *Ashiana Anmol will be launched as Kid Centric Homes in the upcoming time Note : Construction in phase - 4 Ashiana Utsav, Lavasa, and phase - 3B, Vrinda Gardens, Jaipur has been started but not launched for sale.

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

Launches:

Launches pertaining to the business of your company, including its subsidiaries and partnerships, for the year 2017-18 and period subsequent thereto are given hereunder:

a] Ashiana Nirmay, Bhiwadi (Rajasthan): Launched Phase-ll comprising 1/2/3 BHK flats with total saleable area of 1.17 Lakhs sq. ft.

b] Gulmohar Gardens, Jaipur (Rajasthan): Launched one phases i.e. Phase-VIII comprising 2 BHK flats in Phase-VIII with total saleable area of 1.43 Lakhs sq. ft.

c] Vrinda Gardens, Jaipur (Rajasthan): Launched one phase i.e. Phase-IIIB comprising 2/3/4 BHK flats with total saleable area of 3.06 Lakhs sq. ft.;

d] Ashiana Shubham, Chennai (Tamil Nadu):

Launched Phase-ll comprising of 1/2/3 BHK flats with total saleable area of 1.47 Lakhs sq. ft.

e] Ashiana Navrang, Halol (Gujarat): Launched Phase-ll I comprising of 2 BHK flats with total saleable area of 0.19 Lakhs sq. ft.

f] Jamshedpur Land: Entered into a Development Agreement for development of a ''Regular Group Housing Projectâ. This project has 3.50 acres [approx.] of land with saleable area of 3.25 Lakhs sq. ft. [approx.]. The land for the proposed project is situated at village Mouza - Pardih, JNAC [Mango], PS Mango, Town Jamshedpur, Dist. East Singhbhum, Jharkhand.

g] Pune Land: Entered into a Memorandum of Understanding with a Pune based developer for development of a ''Group Housing Projectâ, on 19 acres [approx.] of land parcel situated near Hinjwadi, District Pune, Maharashtra on revenue sharing basis. Expected saleable area would be 12.5 Lakhs sq. ft. to 15 Lakhs sq. ft. [approx.].

Recognitions:

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

a] Received Bhamashah Award from Govt, of Rajasthan for educational works for 2017 separately for Jaipur & Bhiwadi.

Other Developments

- Our registered office had been shifted from 5F Everest to 11G Everest, Chowringhee Road, Kolkata -700 071

- CARE has maintained our credit rating as"CARE A[ls] [Single A [Issuer Rating]]â;

- Brickwork Ratings India [P] Ltd. [Brickwork] has reaffirmed BWR A [SO] rating to redeemable NonConvertible Debentures;

- ICRA has upgraded our credit rating from [ICRA] A- [Stable] to [ICRA] A [Stable] for fund based limits of ''50 crores;

- Hand over started of Ashiana Anantara Aries;

- Hand over started of Phase V & VA of Gulmohar Gardens;

- Hand over started of Phase II & III of Ashiana Umang;

- Hand over started of Phase II of Vrinda Gardens;

- Hand over started of Phase I of Ashiana Nirmay;

- Hand over started of Phase IV of Ashiana Surbhi;

- Hand over started of Phase I of Ashiana Shubham.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis which forms part of Directorsâ Report as per clause 34[2][e] of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is given in the annual report.

SHARE CAPITAL

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

EXTRACT OF ANNUAL RETURN

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

DISCLOSURES FROM INDEPENDENT DIRECTORS

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

AUDIT COMMITTEE AND VIGIL MECHANISM

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year, two instances of fraud involving misappropriation of funds by the employees have been identified, total amount involved whereof is Rs,52.59 Lakhs. The company has initiated requisite actions in this regard including legal steps and for recovery of money and Rs,7.29 Lakhs have been recovered till date. In view of the management, these are one off instances and the company has adequate internal controls commensurate with its size and nature of operations.

POLICY OF NOMINATION AND REMUNERATION COMMITTEE

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

RESERVATION AND QUALIFICATION IN AUDITORâS REPORT

There were two instances of fraud involving misappropriation of funds by the employees have been identified, total amount involved whereof is Rs,52.59 Lakhs. The company has initiated requisite actions in this regard including legal steps and for recovery of money. There are no reservation or qualifications either by the Statuary Auditors of the company or by the Secretarial Auditor in their report for the year under review.

REMUNERATION OF DIRECTORS

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

LOANS, GUARANTEES AND INVESTMENTS

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

PARTICULARS OF RELATED PARTY TRANSACTIONS

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

GENERAL RESERVE

An amount of ^400,000,000 has been transferred to General Reserve in respect of Financial Year under review.

DIVIDEND

The Board of Directors of your company has recommended the final dividend @12.50 % i.e. Rs,0.25 per equity share of Rs,2/- for the Financial Year 2017-18. Approval for which is being placed before the members in the upcoming Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS

The company had issued and alloted secured non-convertiable debentures [NCD] of Rs,1 ?? crores to ICICI Prudential Mutual Fund on 26^th April 2018. The NCD is listed on BSE under ISIN INE 365D07077. Apart from that there have been no material changes and commitments, which have any affect on financial position of the company between the end of financial year and the date of this report.

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

Particulars with respect to Conservation of Energy and Technology Absorption as per section 134[3][m] read with Rule 8(3] of Chapter IX of the Companies Act, 2013 are given in Annexure V.

During the year under review there has been no foreign exchange earnings but there has been foreign exchange outgo of Rs,77.80 Lakhs.

RISK MANAGEMENT

Details of the Risk Management Committee are given in the Corporate Governance section and is also discussed in Management Discussion and Analysis section of the annual report which forms part of the Directorsâ Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

FORMAL ANNUAL EVALUATION OF THE BOARD

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

SUBSIDIARY COMPANIES

During the under review, no new company became subsidiary of your company. A statement pursuant to

Rule 5 & 8 of Chapter IX company [Accounts], rules 2014 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company is given in Annexure VIII

FIXED DEPOSITS

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

ORDERS OF COURT/TRIBUNAL/REGULATOR

During the year under review no order passed by the regulators or courts or tribunals which was material enough to impact the going concern status and operations of your company.

INTERNAL FINANCIAL CONTROLS

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

AUDITORS

a] Statutory Auditors

The shareholdersâ of the company had appointed M/s. VMSS & Associates, Chartered Accountants, as statutory Auditorsâ of the company for a period of five years from the conclusion of their Annual General Meeting held on 28^th August, 2017.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark except reported in the section of âReservation and Qualification in the Auditorâs Reportâ of Directorâs Report.

b] Secretarial Audit Report

The Board had appointed M/s. A.K. Verma & Co., Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31^st March, 2018 is given in Annexure IX. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c) Cost Auditor

Based on the recommendation of audit committee, Mr. Santosh Pant of M/s. Pant S. & Associates, Cost Accountants having Membership No. 32283, has been appointed by the Board as the Cost Auditors of the company for the Financial Year 2017-18 subject to ratification of remuneration by the Shareholder. The company has received a letter from him to the effect that this appointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such appointment in terms of the provisions of the Companies Act, 2013.

TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The company transferred on 25^th October, 2017, '' 1,482,178/- to the Investor Education and Protection Fund established by the central government in compliance with section 125 of the Companies Act, 2013. This amount represented the unclaimed dividend in respect of the financial year 2009-10, which was lying with the company for a period of seven years from the date of transfer to unpaid-unclaimed dividend account. Prior to transferring the aforesaid sum the company had sent reminders to the shareholders, and also been reminding to the shareholders about unpaid unclaimed dividend in every annual report. The company had transferred 2,437,225 number of shares to the Investor Education and Protection Fund established by the Central Government in compliance with section 125 of the Companies Act, 2013. These shares are the shares in respect of which dividend has not been paid or claimed for seven consecutive years. Prior to transferring the aforesaid shares; the company had sent reminders to the shareholders.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

OTHER COMMITTEES OF BOARD

The details of other committees of board has been stated under Corporate Governance section of the Annual Report.

ACKNOWLEDGMENTS

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

For and on behalf of the Board

Vishal Gupta Ankur Gupta

(Managing Director) (Jt. Managing Director)

Mar 31, 2017

The Directors have pleasure in presenting the 31^st Annual Report together with the audited financial statement of the company for the year ended on 31^st March, 2017.

FINANCIAL SUMMARY

Standalone (Rs. in Lakhs]

Sl. No.	Particulars	Current Year 2016-17	Previous Year 2015-16
1.	Sales and other income	37,031.79	52,020.51
2.	Profit before Depreciation	9,933.20	15,254.04
3.	Depreciation	782.90	787.18
4.	Profit after Depreciation but before Taxation	9,150.30	14,466.85
5.	Provision for Taxation	2,442.18	3,666.51
6.	Profit after Depreciation & Taxation	6,708.12	10,800.34
7.	Surplus brought forward from previous year	2,029.96	5411.56
8.	Profit available for Appropriation	8,738.08	16,211.91
9.	Proposed Dividend/Interim Dividend	-	1023.52
10.	Tax on Proposed Dividend/ Interim Dividend	-	170.70
11.	Transfer to Other Comprehensive income	(22.45]	(0.13)
12.	Transfer from FVTOCI Reserve	153.72	12.41
13.	Transfer to General Reserve	5,000.00	12,500.00
14.	Transfer to Debenture Redemption Reserve	750.00	500.00
15.	Transfer from Debenture Redemption Reserve	250.00
16.	Balance Surplus carried to Balance Sheet	3,369.35	2,029.96

Consolidated (Rs. in Lakhs]

Sl. No.	Particulars	Current Year 2016-17	Previous Year 2015-16
1.	Sales and other income	39,072.23	54,266.90
2.	Profit before Depreciation	9,935.34	15,126.45
3.	Depreciation	787.78	796.92
4.	Profit after Depreciation but before Taxation	9,147.56	14,329.53
5.	Provision for Taxation	2,446.89	3,748.45
6.	Profit after Depreciation & Taxation	6,700.67	10,581.07
7.	Surplus brought forward from previous year	1,959.33	5,582.74
8.	Profit available for Appropriation	8,660.00	16,163.81
9.	Proposed Dividend/Interim Dividend	-	1,023.52
10.	Tax on Proposed Dividend/ Interim Dividend	-	208.36
11.	Transfer to Other Comprehensive income	(22.45]	6.39
12.	Transfer from FVTOCI Reserve	162.06	23.40
13.	Transfer to General Reserve	5,000.00	12,500.00
14.	Transfer to Debenture Redemption Reserve	750.00	500.00
15.	Transfer from Debenture Redemption Reserve	250
16.	Balance Surplus carried to Balance Sheet	3,297.95	1,959.33

Note: The previous & current year figures are according to Ind AS

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

- The company registered a sales volume of 6.96 Lakhs sq. ft. in a sluggish market where customer sentiment continued to be weak. The average realization price decreased from Rs.3,293 to Rs. 3,234 in FY17;

- On execution front we clocked an Equivalent Area Constructed (EAC) of 17.39 Lakhs sq. ft. (AHL : 14.01 Lakhs sq. ft. and partners: 3.39 Lakhs sq. ft.)

Operations

A brief summary of the on-going projects as on 31^st March, 2017 are as follows:

Project Name & Location	Type	Saleable Area (Lakhs sq. ft.]	Area Booked (Lakhs sq. ft.]

Ashiana Dwarka (Phase-II) (Jodhpur]**	Comfort Homes	0.96	0.29
Ashiana Nirmay (Phase-I) (Bhiwadi]	Senior Living	2.18	1.24
Ashiana Tarang (Phase-I) (Bhiwadi]	Comfort Homes	2.28	1.49
Ashiana Surbhi (Phase-II) (Bhiwadi]	Comfort Homes	1.30	0.83
Vrinda Gardens* (Phase-II & Phase-III) (Jaipur]	Comfort Homes	2.65	1.65
Gulmohar Gardens* (Phase-V & Phase VII) (Jaipur]	Comfort Homes	2.10	1.47
Ashiana Umang (Phase-II & Phase-III) (Jaipur]	Comfort Homes	5.86	4.08
Ashiana Shubham (Phase-I) (Chennai]	Senior Living	1.63	0.80
Ashiana Utsav (Phase-IV) (Lavasa]	Senior Living	0.63
Ashiana Anantara (Aries) (Jamshedpur]	Comfort Homes	0.59	0.59
Ashiana Anmol (Phase-I) (Sohna]	Comfort Homes	4.16	1.49

*In partnership

* *AHLâs Share

Note : Ashiana Utsav Lavasa Phase - IV construction has commenced, yet to launch for sales.

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

Launches:

Launches pertaining to the business of your company, including its subsidiaries and partnerships, for the year 2016-17 and period subsequent thereto are given hereunder:

a) Ashiana Dwarka, Jodhpur (Rajasthan): Launched Phase-II of project Ashiana Dwarka comfort homes project in Jodhpur (Rajasthan) comprising 2/3BHK flats with total saleable area of approximately 1.09 Lakhs sq. ft. (only AHL''s share)

b) Gulmohar Gardens, Jaipur (Rajasthan): Launched two phases i.e. Phase - VA and Phase - VII in Gulmohar Gardens, Jaipur (Rajasthan). Gulmohar Gardens comprises comfort homes comprising 2BHK flats and 3BHK Villa in Phase - VA and 2BHK in Phase - VII with total saleable area of approximately 1.15 Lakhs sq. ft.

c) Vrinda Gardens, Jaipur (Rajasthan): Launched Phase - III of project Vrinda Gardens comfort homes project in Jaipur (Rajasthan) comprising 3BHK flats with total saleable area of approximately 0.80 Lakhs sq. ft.;

Recognitions:

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

a) Received Bhamashah Award from Govt. of Rajasthan for educational works for 2016 separately for Jaipur & Bhiwadi.

b) NDTV Property Awards 2016 felicitated âAshiana Dwarkaâ as âBudget Apartment Project of the Yearâ in Tier 2 cities.â

c) Received CREDAI CSR Award 16-17 under the category âEducation (Establishing of schools, educational institutions and creating educational facilities).â

d) Received CIDC Vishwakarma Awards 2017 under the category âAchievement Award for Construction Skill Development.â

Other developments

- CARE has maintained our credit rating asâCARE A(Is) [Single A (Issuer Rating)]â;

- Brickwork Ratings India (P) Ltd. (Brickwork) has reaffirmed debenture rating during the FY17 to âBWR A (SO)â rating for redeemable Non-Convertible Debentures;

- Raised Rs.30 crores through Secured Non-Convertible Debentures;

- Hand over started of Phase - I Surbhi;

- Hand over started of Phase - III & VI of Gulmohar Gardens;

- Hand over started of Phase - II & III of Ashiana Town Beta and Ashiana Town Plaza;

- Hand Over started of Ashiana Aangan Plaza;

- Hand over started of Phase - III of Utsav Lavasa;

- Hand over started of Phase - I & II of Ashiana Navrang;

- Hand over started of Phase - I of Ashiana Umang;

- Hand over started of Phase - I of Vrinda Gardens;

MANAGEMENT DISCUSSION ANALYSIS

Management Discussion Analysis which forms part of Directors'' Report as per clause 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 is given in the annual report.

SHARE CAPITAL

EXTRACT OF ANNUAL RETURN

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

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

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

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

DISCLOSURES FROM INDEPENDENT DIRECTORS

AUDIT COMMITTEE AND VIGIL MECHANISM

POLICY OF NOMINATION AND REMUNERATION COMMITTEE

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

RESERVATION AND QUALIFICATION IN AUDITORâS REPORT

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

REMUNERATION OF DIRECTORS

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

LOANS, GUARANTEE AND INVESTMENTS

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

PARTICULARS OF RELATED PARTY TRANSACTIONS

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

GENERAL RESERVE

An amount of Rs.500,000,000 has been transferred to General Reserve in respect of Financial Year under review.

DIVIDEND

The Board of Directors of your company has recommended the final dividend @12.50 % i.e. Rs.0.25 per equity share of Rs.2/- for the Financial Year 2016-17. Approval for which is being placed before the members in the upcoming Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS

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

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

Particulars with respect to Conservation of Energy and Technology Absorption as per section 134(3)(m) read with Rule 8(3) of Chapter IX of the Companies Act, 2013 are given in Annexure V.

During the year under review there has been no foreign exchange earnings but there has been foreign exchange outgo of Rs.126.01 Lakhs.

RISK MANAGEMENT

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

FORMAL ANNUAL EVALUATION OF THE BOARD

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

DIRECTORS

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

SUBSIDIARY COMPANIES

During the under review, no new company became subsidiary of your company. Ashiana Maintenance Services Ltd., a wholly owned subsidiary company, has been converted into limited liability partnership namely Ashiana Maintenance Services LLP w.e.f. 22^nd December, 2016.

A statement pursuant to Rule 5 & 8 of Chapter IX company (Accounts), rules 2014 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company is given in Annexure VIII

FIXED DEPOSITS

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

ORDERS OF COURT/TRIBUNAL/REGULATOR

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

INTERNAL FINANCIAL CONTROLS

AUDITORS

a) Statutory Auditors

The shareholders of the company had appointed M/s. B. Chhawchharia & Co., Chartered Accountants, as statutory Auditors'' of the company for a period of three years from the conclusion of annual general meeting held on 29^th August, 2014. The term of existing auditors is going to be completed in the forthcoming annual general meeting of the company as they have completed more than ten years as statutory auditors of the company. Accordingly, in terms of the provisions of Companies Act, 2013 they shall not be eligible for reappointment as statutory auditors of the company for five years from such completion of term. It is recommended to appoint M/s. VMSS & Associates, Chartered Accountants, as statutory auditors of the company for a term of five years starting from the conclusion of this annual general i.e. from 31^st annual general meeting till the conclusion of 36^th annual general meeting.

The said appointment will be subject to ratification at every annual general meeting.

b) Secretarial Audit Report

The Board has appointed M/s. A.K. Verma & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended 31^st March, 201 7 is given in Annexure IX. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c) Cost Auditor

Based on the recommendation of audit committee, Mr. Santosh Pant of M/s. Pant S. & Associates, Cost Accountants having Membership No. 32283, has been appointed by the Board as the Cost Auditors of the company for the Financial Year 2016-17 subject to ratification of remuneration by the Members. The company has received a letter from him to the effect that this appointment would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such appointment in terms of the provisions of the Companies Act, 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The company was not required to transfer any amount of unpaid/unclaimed dividend in the year 2016-17 as the company had issued bonus shares in 2008-09 and no dividend was paid in that year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

ACKNOWLEDGMENTS

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

For and on behalf of the Board

Vishal Gupta Ankur Gupta

(Managing Director] (Jt. Managing Director]

Mar 31, 2016

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

FINANCIAL SUMMARY

Standalone Rs, in Lakhs

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

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

2. Profit before Depreciation 14,853.09 5,522.74

3. Depreciation 771.50 784.87

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

5. Provision for Taxation 936.84 170.89

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

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

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

9. Proposed Dividend/
Interim Dividend 511.76 511.76

10. Tax on Proposed 104.18 66.52
Dividend/Interim Dividend

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

12. Transfer to Debenture 500.00
Redemption Reserve

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

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

Consolidated Rs, in Lakhs

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

1 Sales and other income 53,605.27 16,443.79

2 Profit before Depreciation 14,770.11 5,711.78

3 Depreciation 781.24 802.78

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

5 Provision for Taxation 1,033.93 256.09

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

7 Minority Interest 15.84 3.91

8 Profit after Minority
Interest 12,939.10 4,648.99

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

10 Profit available for
Appropriation 15,630.80 6,978.39

11 Proposed Dividend/
Interim Dividend 511.76 511.76

12 Tax on Proposed Dividend/ 104.18 104.18
Interim Dividend

13 Transfer to General Reserve 12,489 3,490

14 Transfer to Debenture Redemption 500 -
Reserve

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

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

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

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

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

Operations

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

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

Ashiana Town Beta Comfort Homes 9.55 4.81

(Phase-2 & Phase-3)

(BHIWADI)

Ashiana Town Plaza Commercial 0.04 0.04

(BHIWADI)

Ashiana Nirmay Senior Living 2.18 0.76

(Phase-1) (BHIWADI)

Ashiana Tarang Comfort Homes 2.28 1.18

(Phase-1) (BHIWADI)

Ashiana Surb Comfort Homes 3.73 2.83

(Phase 1& Phase -2)

(BHIWADI)

Vrinda Gardens* Comfort Homes 6.42 4.12

( Phase -1& Phase-2)

(JAIPUR)

Gulmohar Gardens* Comfort Homes 3.3 2.48

(Phase-3& Phase 5)

(JAIPUR)

Gulmohar Gardens Commercial 0.45 0.32

Plaza* & Studio
Apartment (JAIPUR)

Ashiana Umang Comfort Homes 9.87 6.56

(Phase-1to Phase-3)

(JAIPUR)

Ashiana Shubham Senior Living 1.63 0.12

(Phase-1) (CHENNAI)

Ashiana Utsav Senior Living 1.24 0.24

(Phase-3 & Phase-4)

(LAVASA)

Ashiana Navrang Comfort Homes 3.08 2.31

(Phase-1 & Phase-2)

(HALOL)

Ashiana Anantara Comfort Homes 0.59 0.44

(Aries)

(JAMSHEDPUR)

Ashiana Anmol Comfort Homes 4.17 1.11

(Phase-1) (SOHNA)

Total 48.53 27.32

*In partnership

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

Launches:

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

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

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

c) Ashiana Shubham, Chennai (Tamil Nadu):

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

d) Ashiana Town Plaza, Bhiwadi (Rajasthan):

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

Land Acquisitions

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

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

c) Jaipur Land:

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

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

Recognitions:

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

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

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

Other developments

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

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

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

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

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

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

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

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

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

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

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

LISTING AGREEMENT

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

MANAGEMENT DISCUSSION ANALYSIS

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

GENERAL RESERVE

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

DIVIDEND

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

MATERIAL CHANGES AND COMMITMENTS

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

SHARE CAPITAL

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

EXTRACT OF ANNUAL RETURN

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

DISCLOSURES FROM INDEPENDENT DIRECTORS

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

AUDIT COMMITTEE AND VIGIL MECHANISM

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

POLICY OF NOMINATION AND REMUNERATION COMMITTEE

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

REMUNERATION OF DIRECTORS

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

LOANS, GUARANTEE AND INVESTMENTS

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

PARTICULARS OF RELATED PARTY TRANSACTION

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

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

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

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

FORMAL ANNUAL EVALUATION OF THE BOARD

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

DIRECTORS

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

SUBSIDIARY COMPANIES

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

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

FIXED DEPOSITS

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

ORDERS OF COURT/TRIBUNAL/REGULATOR

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

INTERNAL FINANCIAL CONTROLS

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

RESERVATION AND QUALIFICATION IN AUDITOR''S REPORT

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

AUDITORS

- Statutory Auditor

The shareholders'' of the company had appointed

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

- Secretarial Audit Report

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

- Cost Auditor

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

ACKNOWLEDGMENTS

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

For and on behalf of the Board

Vishal Gupta Ankur Gupta

(Managing Director) (Jt. Managing Director)

Mar 31, 2015

Dear Members,

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

Financial Summary

in Lakhs

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

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

2. Profit before Depreciation 5,522.74 2,536.15

3. Depreciation 784.87 302.99

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

5. Provision for Taxation 170.89 (20.94)

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

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

9. Proposed Dividend 511.76 465.25

10. Tax on Proposed Dividend 66.52 57.35

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

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

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

Operations

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

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

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

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

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

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

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

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

Rangoli Plaza* Commercial 0.70 0.36 (JAIPUR)

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

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

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

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

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

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

Ashiana Commercial 0.82 0.13 Marine Plaza (Jamshedpur)

*In partnership

**Includes 0.27 Lakhs square feet for Assisted Living Centre

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

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

Launches, Approvals and Acquisitions.

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

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

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

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

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

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

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

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

Other Developments.

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

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

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

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

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

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

Recognitions.

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

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

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

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

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

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

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

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

General Reserve

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

Dividend

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

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

Material Changes and Commitments

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

Share Capital

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

Rs. in Lakhs

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

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

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

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

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

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

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

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

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

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

Extract of Annual Return

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

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

Director s Responsibility Statement

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

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

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

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

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

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

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

Disclosures from Independent Directors

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

Audit Committee and Vigil Mechanism

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

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

Remuneration of Directors

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

Loans, Guarantee and Investments

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

Particulars of Related Party Transaction

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

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

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

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

Risk Management

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

Corporate Social Responsibility Initiatives

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

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

Formal Annual Evaluation of the Board

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

Directors

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

a) Appointment of Director

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

b) Resignation of Directors

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

c) Appointment and Resignation of KMP

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

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

Subsidiary Companies

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

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

Fixed Deposits

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

Orders of Court/Tribunal/Regulator

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

Internal Financial Controls

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

Secretarial Audit Report

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

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

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

Auditors

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

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

Cost Auditor

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

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

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

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

Acknowledgment

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

For and on behalf of the Board

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

Mar 31, 2013

To the member(s),

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

1. FINANCIAL RESULTS

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

Rs.in lakhs

SI. CURRENT PREVIOUS No. Partlculars YEAR YEAR

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

2. Profit before Depreciation 4,006.03 8,542.00

3. Depreciation 256.11 237.76

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

5. Provision for Taxation 540.26 1,439.21

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

Surplus brought forward from previous year

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

9. Proposed Dividend 418.72 418.72

10. Tax on Proposed Dividend 43.59 54.14

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

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

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

Partnership

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

Acquisitions, launches and approvals:

a) Treehouse Residences, Bhiwadi (Rajasthan):

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

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

c) Ashiana Anantara, Jamshedpur (Jharkhand):

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

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

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

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

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

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

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

Other developments:

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

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

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

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

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

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

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

Recognitions:

During the year under reviewyour company was accorded

the following awards:

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

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

c] BMA - Siegwerk award for Corporate Social Responsibility 2012

2. Section 80(IB) Projects

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

SI. Project Name

1. Ashiana Aangan, Bhiwadi

2. Ashiana Utsav, Jaipur

3. Ashiana Amarbagh,Jodhpur

3. DIVIDEND

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

4. DIRECTORS

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

5. AUDITORS

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

6. FIXED DEPOSITS

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

7. SUBSIDIARY COMPANIES

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

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

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

9. CORPORATE GOVERNANCE

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

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

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

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

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

11. PARTICULARS OF EMPLOYEES

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

12. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

[III] Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

[IV] Annual accounts have been prepared on a going concern basis.

13. CODE OF CONDUCT AND ETHICS

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

14. ACKNOWLEDGMENTS

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

On behalf of the Board of Directors

Vishal Gupta Ankur Gupta

Managing Jt. Managing

Director Director

Place: New Delhi

Dated: May 30,2013

Mar 31, 2012

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

1. FINANCIAL RESULTS

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

(Rs in lakhs)

SI. No. Particulars Current Year Previous Year

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

2. Profit before Depreciation 8,542.00 5,757.64

3. Depreciation 237.76 200.54

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

5. Provision for Taxation 1,439.21 1,308.04

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

7. Surplus brought forward from previous year 353.88 232.91

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

9. Proposed Dividend 418.72 325.67

10. Tax on Proposed Dividend 54.14 47.96

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

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

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

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

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

Operations

A brief summary of on-going projects

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

Ashiana Aangan (Bhiwadi) Group Housing 20.57 20.15

Utsav* (Jaipur) Retirement Housing 3.80 1.87

Ashiana Brahmananda (Jamshedpur) Group Housing 4.80 3.90

Ashiana Amarbagh* (Jodhpur) Group Housing 5.97 4.59

Utsav (Lavasa) Retirement Housing 6.87 2.21

Rangoli Gardens* (Jaipur) Group Housing 26.07 11.00

Marine Plaza (Jamshedpur) Retail 0.83 0.25

* In partnership

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

2. SECTION 80(IB) PROJECTS

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

SI. Project Name

1. Ashiana Aangan, Bhiwadi

2. Ashiana Utsav, Jaipur

3. Ashiana Greenwood, Jaipur

4. Ashiana Amarbagh, Jodhpur

3. DIVIDEND

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

4. DIRECTORS

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

5. AUDITORS

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

6. FIXED DEPOSITS

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

7. SUBSIDIARY COMPANY

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

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

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

9. CORPORATE GOVERNANCE

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

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

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

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

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

11. PARTICULARS OF EMPLOYEES

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

12. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(IV) Annual accounts have been prepared on a going concern basis.

13. CODE OF CONDUCT AND ETHICS

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

14. ACKNOWLEDGMENTS

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

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

On behalf of the Board of Directors

Vishal Gupta Ankur Gupta

Managing Director Jt. Managing Director

Place: New Delhi

Dated : May 30, 2012

Mar 31, 2011

The directors have pleasure in presenting the 25th Annual Report together with the audited statement of accounts for the year ending 31st March 2011.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 2011 are as follows:- (Rs. in Lakhs)

Sl. No. PARTICULARS CURRENT PREVIOUS YEAR YEAR

1. Sales and other Income 14,804.96 11,101.32

2. Profit before Depreciation 6,403.20 4,405.90

3. Depreciation 200.54 101.67

4. Profit after Depreciation but before Taxation 6,202.65 4,304.23

5. Provision for Taxation 1,308.04 763.73

6. Profit after Depreciation and Taxation 4,894.61 3,540.50

7. Surplus brought forward from previous year 232.91 199.79

8. Profit available for Appropriation 5,127.52 3,740.29

9. Proposed Dividend 325.67 281.04

10. Tax on Proposed Dividend 47.96 26.35

11. Transfer to General Reserve 4,400 3,200

12. Balance Surplus carried to Balance Sheet 353.88 232.91

For the year under review your Company has registered impressive results. Financial year 2010-11 showed remarkable results as compare to the previous financial year 2009-10.

Your company achieved new heights in revenues as well as profits during the year. Total income increased to 14,804.96 lakhs compared to 11,101.32 lakhs recorded last year representing an increase of 33% and net profit increased to 4,894.61 lakhs as compare to 3,540.50 lakhs recording an increase of 38%.

On Consolidated basis, the total income of your company and its subsidiaries rose by 27% to Rs. 15,412.49 lakhs, as against Rs. 12,102.91 lakhs during the previous year. Further, the consolidated net profit increased by 19% to Rs. 4,385.75 lakhs as compare to Rs. 3,676.96 lakhs in the previous year ended 31st March, 2011.

OPERATIONS

A brief summary of on-going projects

Project Name Type Saleable Area Area Booked & Location (lsqf) as on (lsqf) 31-03-201

Ashiana Aangan Group BHIWADI Housing 20.62 14.41

Utsav* Retirement JAIPUR Housing 3.88 1.45

Ashiana Greenwood* Group JAIPUR Housing 3.62 3.24

Ashiana Brahmananda Group JAMSHEDPUR Housing 4.79 2.32

Ashiana Amarbagh* Group JODHPUR Housing 5.33 3.04

Utsav Retirement LAVASA Housing 6.87 2.02

Rangoli Gardens* Group JAIPUR Housing 25.00 3.50

*In partnership

2. SECTION 80(IB) PROJECTS

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

Sl. Project Name

1. Ashiana Aangan, Bhiwadi

2. Ashiana Utsav, Jaipur

3. Ashiana Greenwood, Jaipur

4. Ashiana Amarbagh, Jodhpur

3. DIVIDEND

The Board of Directors of the Company has recommended a dividend @ 17.5 % i.e. Rs. 1.75/- (Rupee One and Seventy Five Paisa) per equity share of the Company for the Financial Year 2010-2011.

4. DIRECTORS

There are seven directors on the Board of the Company and there is no change in the directorship during the year under review. Mr. Varun Gupta, Mr. Lalit Kumar Chhawchharia and Ms. Sonal Mattoo, Directors are retiring by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. Further the term of appointment of Mr. Varun Gupta as Whole time director is going to expire on June 30, 2011. The Board of directors of the Company has re- appointed him as Whole Time Director for a further term of three years with effect from July 01, 2011 subject to approval of shareholders of the Company.

5. AUDITORS

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

6. FIXED DEPOSITS

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

7. AMALGAMATION OF ERSTWHILE ASHIANA RETIREMENT VILLAGES LTD. (TRANSFEROR COMPANY) INTO ASHIANA HOUSING LTD. (TRANSFEREE COMPANY)

Pursuant to the order dated March 21, 2011 of the Honble High Court at Kolkata, erstwhile Ashiana Retirement Villages Ltd. (Transferor Company) has been amalgamated with your company with effect from April 01, 2010 and annual accounts have been prepared accordingly. Therefore:

- The net surplus of Rs. 5,41,48,464/- remaining after adjustments, dividend from the transferor company to the transferee company Rs. 92,40,050/- and dividend from the transferee company Rs. 7,86,113/- have been credited to "General Reserve".

- Increase in authorised share capital represents 10000000 equity shares of Rs. 10/- each of the transferor company added in terms of Scheme of Amalgamation

- The Issued, Subscribed and Paid up Capital has been reduced from 18735850 Equity shares of Rs. 10/- each to 18609955 Equity shares of Rs. 10/- each due to inter se cancellation of 125895 Equity shares upon amalgamation.

8. SUBSIDIARY COMPANIES

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

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

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

10. CORPORATE GOVERNANCE

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

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

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

Your Directors are of the opinion that particulars with respect to Conservation of Energy and Technology Absorption as per Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not relevant in view of the nature of business activities of the company and hence, are not required to be given.

There have been no foreign exchange earnings whereas expenditure of Rs. 31,03,660/- (Rupees Thirty One Lakhs Three Thousand Six Hundred and Sixty only) has been incurred in foreign currency during the year under review.

12. PARTICULARS OF EMPLOYEES

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

13. DIRECTORS RESPONSIBILITY STATEMENT

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

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

-Such accounting policies have been selected and consistently applied and judgments & estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- Annual accounts have been prepared on a going concern basis.

14. CODE OF CONDUCT AND ETHICS

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

15. ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors

Vishal Gupta Ankur Gupta Managing Director Jt. Managing Director

Place : New Delhi Dated : May 26, 2011

Mar 31, 2010

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

1. FINANCIAL RESULTS

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

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

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

2. Profit before Depreciation 4,405.90 3,015.36

3. Depreciation 101.67 100.72

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

5. Provision for Taxation 763.73 316.86

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

7 Surplus brought forward from 199.79 102.00

previous year

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

9. Proposed Dividend 281.04 0.00

10. Tax on Proposed Dividend 26.35 0.00

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

112. Balance Surplus carried to Balance 232.91 199.79

Sheet

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

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

Operations

A brief summary of on-going projects

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

Ashiana Group 20.62 9.70

Aangan, Housing

Bhiwadi

Village Retail & 1.00 N.A.

Centre, Hotel

Bhiwadi

Utsav,* Retirement 3.88 0.77

Jaipur Resort

Ashiana Group 3.62 1.83

Greenwood,* Housing

Jaipur

Ashiana Group 4.79 0.82

Brahmananda, Housing

Jamshedpur

Ashiana Group 5.33 1.95

Amarbagh, * Housing

Jodhpur

Utsav, Retirement 6.87 1.12

Lavasa Resort

Rangoli Group 25.00 0.40

Gardens, * Housing

Jaipur

Total 71.11 16.59

* In partnership

A brief summary of future projects

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

Milakpur Land,

Bhiwadi 40.63 31.0 Group Housing

& Retirement Resort

Tanawada Land,

Vill Tanawada,

Jodhpur 10.92 4.7 Group Housing

Marine Plaza,

Sonari, Jodhpur 1.95 1.7 Retail & Hotel

Ashiana Amar

Infrastructure,

Pali Road,

Jodhpur 4.02 1.0 Retail & Hotel

Total 57.52 38.4

2. SECTION 80 (IB) PROJECTS

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

SI. Project Name

1. Ashiana Aangan, (Bhiwadi)

2. Ashiana Manglam, (Jaipur)

3. Ashiana Utsav, (Jaipur)

4. Ashiana Greenwood, (Jaipur)

5. Ashiana Amarbagh, (Jodhpur)

3. DIVIDEND

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

4. FURTHER ISSUE OF SHARES

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

5. DIRECTORS

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

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

6. AUDITORS

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

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

7. FIXED DEPOSITS

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

8. SUBSIDIARY COMPANIES

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

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

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

10. CORPORATE GOVERNANCE

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

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

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

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

12. PARTICULARS OF EMPLOYEES

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

14. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) Annual accounts have been prepared on a going concern basis.

15. CODE OF CONDUCT AND ETHICS

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

16. ACKNOWLEDGEMENTS

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

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

On behalf of the Board of Directors

Vishal Gupta Ankur Gupta Managing Director JT. Managing Director

Palce:New Delhi

Dated:May 29,2010

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