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Anant Raj Ltd.

BSE: 515055 Sector: Infrastructure
NSE: ANANTRAJ ISIN Code: INE242C01024
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OPEN 42.80
PREVIOUS CLOSE 41.55
VOLUME 222831
52-Week high 65.30
52-Week low 27.55
P/E 22.23
Mkt Cap.(Rs cr) 1265.98
Buy Price 43.00
Buy Qty 170.00
Sell Price 0.00
Sell Qty 0.00
OPEN 42.80
CLOSE 41.55
VOLUME 222831
52-Week high 65.30
52-Week low 27.55
P/E 22.23
Mkt Cap.(Rs cr) 1265.98
Buy Price 43.00
Buy Qty 170.00
Sell Price 0.00
Sell Qty 0.00

Anant Raj Ltd. (ANANTRAJ) - Director Report

Company director report

To the Members

Your Directors take pleasure in presenting the 31st (Thirty First) Annual Report ofyour Company together with the Consolidated Audited Accounts for the year ended March 312016.

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

(Rs in Crores)

Standalone Consolidated
For the year ended March 31 2016 For the year ended March 31 2015 For the year ended March 31 2016 For the year ended March 31 2015
Sales and other income 433.07 434.03 476.95 490.89
Profit before depreciation 95.12 177.35 115.62 203.91
Depreciation 19.97 21.44 27.46 28.46
Profit after depreciation 75.15 155.91 88.16 175.45
Provision for taxation 19.51 30.88 23.70 33.38
Profit after tax 55.64 125.03 64.46 142.07
Minority interest - - 0.28 (.30)
Net Profit available for appropriation 55.64 125.03 64.18 142.37
Appropriations:
Proposed dividend 7.08 7.08 7.08 7.08
Dividend Tax 1.44 1.42 1.44 1.42
Transfer to General Reserves 5.56 12.50 5.56 12.50
Transfer to debenture redemption reserve - 100.00 - 100.00
Transitional Provision in accordance with - 2.25 - 2.28
Schedule II of Companies Act 2013
Brought forward loss on disposal of subsidiaries - - 0.21 0.36
Balance at the beginning of the year of Reserves and Surplus Accounts 1011.34 1009.56 895.14 876.41
Balance carried over to Reserves and Surplus Accounts 1051.10 1011.34 943.23 895.14
Earning per Share [equity share of Rs 2]
-Basic earning per share (in Rs) 1.89 4.24 1.98 4.85
-Diluted earning per share (in Rs) 1.89 4.24 1.98 4.85
Dividend per share (in Rs) 0.24 0.24 0.24 0.24

2. ERATIONS REVIEW AND THE STATEOP OF COMPANY’S AFFAIRS

As you are aware that your Company is engaged in the business of construction anddevelopment of Residential Commercial Hospitality projects and IT Parks. The Companyduring the current financial year would focus on the Construction and Development ofresidential projects in addition to the pending ongoing IT and Commercial Projects. Thisshould strengthen the generation and sustainability of revenues in the years to come. YourCompany during the year under review has posted Standalone Net Profit After tax of Rs55.64 Crores as compared to Rs 125.03 Crores during the previous year. Your Companyduring the year under review has posted Consolidated Net Profit after tax of Rs 64.18Crores as compared to Rs 142.37 Crores during the previous year.

Rental and Services Receipts

The consolidated Rental and Services Receipts of your Company during the year underreview were Rs 66.32 Crores as compared to Rs 74.72 Crores previous year.

Operations Residential:

During the year the Company continued execution of its marquee residential project -Anant Raj Estate at Sector 63A in south Gurgaon. Phase 1 of the project was completed andpossession was handed over during the year. Phase 2 of the project also commenced duringthe year. The project is spread over 175 acres with a total developable area of about 6million sq.ft and comprises of Luxury Villas Plots Residential Flats and Independentfloors. The Company has received a good response for the projects. The Anant Raj Estateproject alone is expected to add Rs 5000 Crores to the Company total revenues over thenext four-five years.

The entire structure for MACEO the Company’s prestigious residential projectsnamely "MACEO" at Sector-91 has been completed during the year and possessionis expected to be handed over soon. With the successful development and delivery of over2600 units to buyers at AASHRAY at Neemrana in Rajasthan the Company has establisheditself as one of the leading players with proven capabilities in the emerging low-costhousing sector. Low-cost housing is a project that is close to the heart of the PrimeMinister Shri Narendra Modi. The success of AASHRAY has given the Company both a renewedmomentum and focus in low-cost housing which is expected to have a high growth potentialin the coming years.

Commercial:

The Company continues to successfully operate "Moments Mall" at Kirti NagarNew Delhi through its subsidiary. Anant Raj Projects Limited.

IT Parks

There has been a significant improvement in demand for commercial IT space during theyear. Absorption levels of ready to occupy projects have risen remarkably. The IT SEZproject at Panchkula in Haryana is already into its second phase and is well poised tocontinue its growth momentum particularly as Tier II regions are expected to reap thebenefits of this smart uptick in demand. The 1st Phase of IT SEZ Project at Rai Sonepathas already been completed and construction and development of 2nd Phase is progressing asper schedule and expected to be completed in the next two years.

Hospitality

During the year two more Hotel properties were leased out. This is in addition toHotel Mapple Emerald Hotel Parkland Retreat and Hotel Parkland Exotica. This makes thetotal number of hotel properties of the Company that are operational and generatingrevenues to five. With the renewed revival of the economy the Hospitality projects of theCompany are emerging as excellent choices for both domestic and international hotelchains. The development of the resort at Dhumaspur Gurgaon continues steadily. Theproject is constructed across an area of 0.65 mn. sq. ft spread over 10 acres andcomprises of 400 rooms.

3. TRANSFER TO RESERVES

Your Company has transferred a sum Rs 5.56 Crores to theof General Reserves for thefinancial year ended March 31 2016.

4. DEBENTURE REDEMPTION RESERVE

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

5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205A read with 205C of the Companies Act 1956 (Corresponding toSection 125 of the Companies Act 2013) the Company has transferred a sum of Rs 1506243during the financial year 2015-16 to the Investor Education and Protection Fundestablished by the Central Government.

The said amount represents unclaimed dividend for the year 2007-08 which was lying withthe Company for a period of seven years from the due date of payment.

6. DIVIDEND

The Board of Directors of your Company subject to approval of shareholders at theensuing Annual General Meeting has recommended a dividend @ 12% (Rs 0.24 per equity shareof Rs 2/- each) for the year ended March 31 2016. The cash outflow on account of dividendwill be Rs 7.08 Crores and corporate dividend tax would be Rs 1.44 Crores.

7. SHARE CAPITAL

The paid-up share capital as on March 31 2016 was Rs 590192670 divided into295096335 equity shares of Rs 2/- each. During the year under review the Company hasneither issued shares with Differential Voting Rights nor granted Stock Options nor SweatEquity.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

i) Mrs. Priya Singh Aggarwal (DIN: 00535042) was appointed as Non Executive IndependentDirector by the Members of the Company at the 30th Annual General Meeting held on 30thSeptember 2015 to hold office for period of five years upto 29th March 2020. ii)Retirement by Rotation

In accordance with the provisions of Section 152 the Companies Act 2013 and theArticle of Association of the Company read with Companies (Appointment and Qualificationof Directors) Rules 2014 Sh. Ashok Sarin (DIN: 00016199) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. Thedetails as required under Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 regarding Sh. Ashok Sarin are provided in the Notice ofthe 31st Annual General Meeting. The Board recommends his re-appointment. iii) ChiefFinancial Officer (CFO)

Your Company had appointed Shri. Yogesh Kumar Sharma as

Chief Financial Officer (CFO) of the Company in compliance with Companies Act 2013but due to untimely demise of Shri. Yogesh Kumar Sharma who passed away on January 252015 the office of Chief Financial Officer has remained vacant. Your Company is inprocess of appointing suitable candidate for the said vacancy.

9. SCHEME OF ARRANGEMENT

The Board of Directors of your Company at their meetings held on July 19 2016 hasapproved the composite Scheme of arrangement between Anant Raj Ltd (ARL) Anant RajAgencies Pvt Ltd (ARAPL) Tauras Promoters and Developers Pvt Ltd (TPDPL) and Anant RajGlobal Ltd (ARGL) and further on July 30 2016 has approved minor modification in the saidscheme. The proposed Composite scheme of arrangement provides for:

i) Demerger of Real Estate Division ofAnant RajAgencies Private Limited (ARAPL/DemergedCompany 1/Amalgamating Company) into Tauras Promoters & Developers Private

Anant Raj Limited 15

Limited (TPDPL/Resulting Company 1) and subsequent amalgamation of Remaining ARAPL withthe Company. ii) Demerger of Project Division of the Company into Anant Raj Global Limited(ARGL/ Resulting Company 2) (a WOS of the Company yet to be incorporated) and subsequentlisting of ARGL at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The above scheme of arrangement shall be subject to the approval of Stock ExchangesHigh Court (s) other regulatory Authorities Shareholders and Creditors of all theCompanies.

The restructuring under this scheme would enable business approach with greater focusand attention for maximization of benefits to all stakeholders and capitalize on theopportunity for the growth. The company has made applications to the Stock Exchanges (BSEand NSE) for obtaining No Objection Certificate (NOC) in this regard. The copy of thecomposite scheme is available on the website of the Company i.e www.anantrajlimited.comand websites of the Stock Exchanges.

10. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no material change in the nature during the period under review.

11. MA TERIAL CHANGE AND

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

12. NON CONVERTIBLE DEBENTURES (NCDS)

The Company had issued 2500 Secured Listed Redeemable Non- Convertible Debentures(NCDs) of Rs 1000000/- each (Series A: 1000 NCDs of Rs 1000000/- each & Series B:1500 NCDs of Rs 1000000/- each) aggregating to Rs 250 Crores to YES Bank Limited onprivate placement basis. These NCDs are listed on NSE under the WDM Segment. Your Companyduring the financial year ended March 31 2015 had completed the redemption of entireNCD’s aggregating to Rs 100 Crores under Series-A The Company had on due date i.e.February 11 2016 redeemed 50% of face value of debentures aggregating to Rs 75 Crores(Rupees Seventy Five Crores only) out of Series B: 150 Crores as per the redemptionschedule specified in the "Information Memorandum". Further the Company had ondue date i.e. August 11 2016 redeemed remaining 50% of NCD’s aggregating to Rs 75Crores (Rupees Seventy Five Crores only) out of Series B: 100 Crores as per the redemptionschedule specified in the "Information Memorandum". With the said redemptionsthe whole of the Non Convertible Debentures under both series stand extinguished.

13. CREDIT RATING

The Credit rating agency Credit Analysis & Research Limited ("CARE") hasrevised the credit ratings of your Company from ‘CARE BBB+ (Triple B plus)’ to‘CARE BBB (Triple B)’’ for the long term bank facilities and NonConvertible Debentures (NCD’s).

14. LISTING OF SHARES

The Company’s equity shares are listed with BSE Limited and National StockExchange of India Limited. The annual listing fee for the year 2016-17 for the both stockExchanges has been paid.

Pursuant to the requirements of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during year under review the company executed freshlisting agreements with BSE Limited and National Stock Exchange of India Limited.

During the year under review the outstanding GDRs of the company listed at LuxembourgStock Exchange were converted into the equity shares and after the said conversion theGDRs Programme was closed and consequently the share of the company have been delistedfrom the Luxembourg Stock Exchange.

15. FIXED DEPOSITS

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

16. INSURANCE

The Company’s properties including building plant and machinery stocks storesetc. have been adequately insured against major risks.

17. P ARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans Guarantees or Investments covered under the provisions ofSection 186 of the Companies Act 2013 read with Companies (Meeting of the Board and itsPower) Rules 2014 are given in the Financial Statements of the Company (please refer toNote Nos. 14 16 and 21 of the standalone financial Statements).

18. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review there have been no significant and material orders passedby any regulators/courts/ tribunals that could impact the going concern status and theCompany’s operations in future.

19. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

All transactions that were entered into with related party as defined under theCompanies Act 2013 and Regulation 23 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during the financial year were on an arm’s lengthbasis and were in the ordinary course of business. However pursuant to Regulation 23(2)SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 prior approvalof the Audit Committee was sought for entering into related party transactions. During theyear the Company had not entered into any contract/arrangement/ transaction with relatedparties which could be considered material in accordance with the policy of the company onmateriality of related party transactions. Thus disclosure in form AOC-2 is not required.

The disclosure as required under Regulation 34 (3) and Schedule-V of the SEBI ( ListingObligations and Disclosure Requirements) Regulations 2015 is attached as Annexure-I TheBoard has formulated policy on dealing with Related Party Transactions and it may beaccessed at the web-link :http://www.nseprimeir.com/z_ANANTRAJ/files/policy%20on%20related%20party%20transactions.pdf

20. RISK MANAGEMENT POLICY

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

The main objective of the policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecision on risk related issues. The Board has formulated policy on Risk Management andthe same may be accessed at the web-link http://www.nseprimeir.com/z_ANANTRAJ/files/risk%20 management%20policy.pdf.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance to Section 177(9)(10) of the Companies Act 2013 and Regulation 22 of theSEBI (Listing Obligations and Disclosure Requirements ) Regulations 2015 Our Company hasestablished a "Vigil Mechanism" for its Employees and Directors enabling themto report any concerns of unethical behaviour suspected fraud or violation of theCompany’s code of conduct.

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

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

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

The Information relating to conservation of energy technology absorption and foreignExchange Earning and outgo pursuant to section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 is enclosed as ‘Annexure-II’ andforms part of this Report.

23. PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016 a statement showing the names and other particulars of the top tenemployees and employees drawing remuneration in excess of the limits set out in the saidrules is enclosed as ‘Annexure-III’ and forms part of this Report. Furtherthere was no employee in the company who was in receipt of the remuneration in excess ofthat of managing director and also holds not less than two percent of paid up equitycapital of the company whether by himself or along with his spouse and dependent children.

24. MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act 2013 read withRules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016 is provided in ‘Annexure-IV’ forming part of this Report.

25. COMMITTEES OF BOARD

(i) Audit Committee

In terms of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Your Company has inplace Audit Committee of Board of Directors with Sh. Ambarish Chatterjee as ChairmanShri Ashok Sarin Shri Brajindar Mohan Singh & Shri Maneesh Gupta as members. Theterms of reference of Audit Committee are confined to new Companies Act 2013 &Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 read with Part-C of Schedule II. The details of meetings with attendance thereof andterms of reference of Audit Committee have been provided in the Corporate GovernanceReport which forms part of this report.

(ii) Stakeholder’s Relationship Committee & Share Transfer Committee

The Company has also formed Stakeholder’s Relationship Committee and ShareTransfer Committee in compliance to the Companies Act 2013 & SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. The details about thecomposition of the said committees of the Board of Directors alongwith attendance thereofhas been provided in the Corporate Governance Report forming part of this report.

(iii) Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act 2013 (‘Act’) read withCompanies (Meeting of the Board and its Power) Rules 2014 and Regulation 19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company has inplace duly constituted Nomination and Remuneration Committee. The details of thecomposition of the committee along with other details are available in the CorporateGovernance which is forming part of this Annual Report.

The details of the Remuneration Policy are given as ‘Annexure-V’ forming partof this Report.

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

(iv) Corporate Social Responsibility (CSR) Committee

In terms of section 135 of the Companies Act 2013 and rule framed thereunder theCompany has constituted a Corporate Social Responsibility (CSR) Committee to recommend andmonitor expenditure on CSR. The CSR Committee comprises of Shri Brajindar Mohan Singh asChairman and Shri Anil Sarin and Shri Amit Sarin as members. Based on the recommendationsof the CSR Committee the Company has laid down a CSR policy which is displayed on thewebsite of the Company. It can be accessed at the web-link at http://www.nseprimeir.com/z_ANANTRAJ/files/ANANTRAJ_ CSR_Policy_13082014.pdf The Company is committedto Corporate Social Responsibility. The Company during the year ended March 31 2016 wasrequired to spend 2% of the average net profit of the Company for last three financialyears. i.e. Rs 2.68 Crores. During the year under review your Company as part of its CSRinitiatives has spent an amount aggregating to Rs 1.44 Crores on the projects coveredunder the CSR Policy of the Company. There is a short fall in spending the part of the CSRamount because the Company was conservative in choosing the projects which would bedeserving and genuine. It was due to this reason that the Company could not expend thefull budgeted figure on CSR projects in the relevant period. The Company would continueits search for identifying projects which are deserving and genuine and would strive toachieve the CSR objectives. The Board ensures that unspent amount will be spent on genuineprojects in the years to come.

The company would continue its search for indentifying deserving project to achieve itsCSR objective set out in its policy. The details of the CSR Activities are given as‘Annexure- VI’ forming part of this Report.

26. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms and accepts the responsibility for the followingin respect of the Audited Annual Accounts for the financial year ended March 31 2016:

(a) that in the preparation of the annual accounts for the financial year ending 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;

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

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

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

(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effetely; (f) that the directors had devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Man agement Discussion & Analysis Report is annexed and forms part of this AnnualReport.

28. CORPORATE GOVERNANCE REPORT

As per the requirement of Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a report on CorporateGovernance is annexed which forms part of this Report. A certificate from Auditorsconfirming compliance with the conditions of the Corporate Governance is also annexedhereto.

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

The Company has zero tolerance for sexual harassment at workplace and has formulated apolicy on Prevention Prohibition and Redressal of Sexual harassment at the workplace inline with the provisions of the Sexual Harassment of woman at workplace (PreventionProhibition and Redressal) Act 2013 and rules there under. The Policy aim to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

The Company has also constituted an internal Complaints Committee to inquire intocomplaints of sexual harassment and recommend appropriate action. There were no complaintreceived from any employee during the financial year 2015-16 and hence no complaint isoutstanding as on March 31 2016.

30. EXTRACT OF ANNUAL RETURN

The extract of Annual Return required under 134(3) (a) of the Companies Act 2013 readwith rules made thereunder in form MGT-9 is annexed herewith as

"Annexure-VII".

31. SUBSIDIARIES AND GROUP COMPANIES

Y our Company has 67 (Sixty Seven) wholly subsidiaries 20 (Twenty) step downsubsidiaries and 7 (Seven) companies in which the Company holds more than 50% of the totalequity shareholding. During the year under review one of the subsidiaries named One StarRealty Pvt Ltd was merged with E 2 E Solutions Pvt Ltd and One Star Realty Pvt Ltd ceasedto be subsidiary of the company. E 2 E Solutions Pvt Ltd became Associate of the Company.However your Board of Directors at their meeting held on 19th August 2016 has approvedthe proposal to acquire the 100% stake in Advanced Buildcon Private Limited theCompany’s Step down Subsidiary. After this acquisition Advance Buildcon PrivateLimited will became wholly owned subsidiary of the Company. Apart from above there are nosubsidiary/Associate Companies as per the provisions of Companies Act 2013 which havebecome or ceased during the year under review. A statement containing salient feature offinancial statements of subsidiaries pursuant to section 129 of the Companies Act 2013(Act) read with Rule 5 of the Companies (Accounts) Rules 2014 in the prescribed formAOC-1 is attached and forms part of this Annual Report as

"Annexure-VIII".

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

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

32. CONSOLIDATED FINANCIAL STATEMENTS

In compliance to Section 129 of the Companies Act 2013 read rules made thereunderand in accordance with Accounting Standard 21 Consolidated Financial Statements preparedon the basis of audited financial statements received from subsidiary/associate companiesas approved by their respective Boards forms part of this report.

33. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All Independent Directors have given a declaration under Section 149 (7) of theCompanies Act 2013 that they meet section the criteria of independence as laid down underSection 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015. owned34. BOARD MEETINGS

During the year under review Five (5) Board meetings were held with the gap betweenMeetings not exceeding the period prescribed under Act. Details of the Board andcommittees meetings held during the year are given in the Corporate Governance Report.

The Board meeting dates were finalised in consultation with all directors and agendapapers backed up by comprehensive notes and details background information are circulatedwell in advance before the date of the meeting thereby enabling the Board to take informeddecision. The Board is also apprised about the important developments in industrysegments business operations marketing products etc.

35. INDEPENDENT DIRECTOR’S FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meeting of the Board and its powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Requirements 2015 yours Company had adopted afamiliarisation programme for independent directors to familiarise them with the Companytheir role rights responsibilities in the Company nature of the industry in which theCompany operates business model management structure industry overview internalcontrol system and processes risk management framework functioning of various divisionsHR Management CSR activities etc.

Your company aims to provide its independence Directors insight into the Companyenabling them to contribute effectively. The Company arranges site visit for theDirectors giving them insight of various projects and Directors are also informed ofvarious developments relating to the industry on regular basis and are provided withspecific regulatory updates from time to time The details of familiarisation program maybe accessed on the Company’s website www.anantrajlimited.com.

36. EVALUATION OF BOARD COMMITTEES AND DIRECTORS

As required under Section 134 (3)(p) of the Act 2013 and regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 The performanceevaluation of the Board its Committees and individual directors was conducted and thesame was based on questionnaire and feedback from all the directors on the Board as awhole Committees and self –evaluation.

The Board assessed the performance of the Independent Directors as per the criterialaid down and has recommended their continuance on the Board of the Company. Each of theDirectors had evaluated the performance of the individual directors on the parameters suchas knowledge concerns for the stakeholders leadership team work attributes effectiveinteraction.

Further Directors have assessed performance of the Board as a whole and committees ofthe company based on the parameters such as composition congenial environment andmeaning full communication interval of the meetings and information for the discussionetc. The members of the committee of audit nomination & remuneration stakeholdersrelationship committee were also assessed on the above parameters and also in the contextof the Committee’s effectiveness vis-a-vis A Separate meeting of the independentdirectors was convened where at Independent Directors had reviewed the performance of thenon- independent directors and the Board as a whole. They also reviewed performance of thechairman of the Company and also assessed the quality and timeline of flow of informationbetween the Company management and the Board. The nomination and remuneration Committeehas also reviewed and considered the collective feedback of the whole of evaluationprocess.

37. INTERNAL FINANCIAL CONTROL

The Company has in place an established internal financial control system to ensure theorderly and efficient conduct of its business the safeguarding of its assets theprevention and detection of frauds and errors and proper recording of financial &operational information compliance of various internal control and otherregulatory/statutory compliances. All internal Audit findings and control systems areperiodically reviewed by the Audit Committee of the Board of Directors which providesstrategic guidance on internal control.

38. AUDITORS

i) Statutory Auditors and their Report

M/s. B. Bhushan & Co. (Firm Registration no. 001596N) were appointed as theStatutory Auditors for three years at the 30th Annual General Meeting of the Company heldon September 30 2014 to hold such office from the conclusion of that Annual GeneralMeeting until the conclusion of Annual General Meeting to be held in calendar year 2017.Their appointment was subject to ratification by the members of the Company every year.

M/s. B. Bhushan & Co. Chartered Accountants the

Statutory Auditors retire at the forthcoming Annual General Meeting and are eligiblefor re-appointment. The matter is placed before the members for the ratification of theappointment at ensuing Annual General Meeting. A certificate pursuant to Section 141 ofthe Companies Act 2013 has been received from M/s B. Bhushan & Co. CharteredAccountants New Delhi stating that in case they are reappointed as Statutory Auditors ofthe Company the appointment shall be within the limits as laid down under Section 141 ofthe Companies Act 2013. The notes on Financial Statements referred to in theAuditors’ Report are self-explanatory and therefore do not call for furtherclarification. During the year under review the auditors had not reported any matterunder section 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under Section 134(3) of the Act. Further the Auditor’s Report forFinancial Year ended March 31 2016 does not have any qualifications and adverse remarks.ii) Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Amendment Rules 2014 the cost audit records maintained by the Company in respect of itsConstruction Industry as per para no. (5) (a) as specified in Schedule VI of the CompaniesAct 2013 are required to be audited by the Cost Auditors. The Board has on therecommendation of the Audit Committee appointed M/s Kabra & Associates PractisingCost Accountants (Firm Registration NO. 000075) to audit the cost accounts of the Companyfor the financial year 2016-17 on a remuneration of Rs 75000/- P.A subject to theratification by members. iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Shambhu J. Bhikadia Company Secretary in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report for the financial yearended March 31 2016 is annexed herewith as "Annexure-IX".

Clarification to the observations in the Secretarial Audit Report

a) The Secretarial Auditors Report for the year 2015-16 contains an observationregarding non- appointment of Key Managerial Personnel (Chief Financial Officer). In thisregard the Board wish to submit that the Company had appointed Sh. Yogesh Kumar Sharmaas Chief Financial Officer (CFO) of the Company in compliance with Companies Act 2013read with relevant rules and regulations but due to untimely demise of Sh. Yogesh KumarSharma who passed away on January 25 2015 the office of Chief Financial Officer hasremained vacant. Sh. Omi Chand Rajput Vice President Finance of the company who iscurrently discharging the functions of Chief Financial Officer. The Company hasshortlisted a few candidates for the said office and the requirement is in the finalstages of completion.

b) The Secretarial Auditors Report for the year 2015-16 also contains an observationregarding short fall in the amounts to be spent in respect of CSR activities in thefinancial year March 2016. In this regard the Board submits that the Company wasconservative in choosing the projects which would be deserving and genuine. It was due tothis reason that the Company could not expend the full budgeted figure on CSR projects inthe relevant period. The Company would continue its search for identifying projects whichare deserving and genuine and would strive to achieve the CSR objectives. The Boardensures that unspent amount will be spent on genuine projects in the years to come.

iv) Internal Auditors

The Board of Directors of your Company has re-appointed M/s G.K Choksi & Co.Chartered Accountants as the Internal Auditors of the Company pursuant to the provisionsof Section 138 of the Companies Act 2013 for Financial Year 2016-2017.

39. GENERAL

Your Directors state that no disclosure or reporting is respect of the following itemsas there were no transactions on these items during the year under review: (a) Issue ofequity shares with differential rights as to dividend voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme. (c) Neither Managing Director nor the Whole time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the assistance help and guidanceprovided to the Company by the Bankers Financial Indstitution(s) and Authorities ofCentral and State Government(s) from time to time. The Directors also place on recordtheir gratitude to employees and shareholders of the Company for their continued supportand confidence reposed in the management of the Company.

By order of the Board of Directors
For Anant Raj Limited
Sd/-
Place: New Delhi Ashok Sarin
Date: August 19 2016 Chairman

ANNEXURE - I

Disclosure Under Regulation 34(3) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirments) Regulations 2015

(Rs in Lacs)
Loans and advances in the nature of loans to Subsidiaries/ Associates/ Joint ventures/Partnership Firms/ others Balance as on March 31 Maximum balance during the year
Name of the entity Status 2016 2016
A LONG TERM LOAN & ADVANCES:-
1 Anant Raj Housing Ltd. Subsidiary - -
2 Anant Raj Estate Management Services Ltd. Subsidiary - -
3 Anant Raj Infrastructure Pvt. Ltd. Subsidiary - -
4 AR Login 4 Edu Private Limited Subsidiary 100.26 100.26
5 BBB Realty Pvt. Ltd. Subsidiary 453.75 453.75
6 Blossom Buildtech Pvt. Ltd. Subsidiary 1169.00 1169.00
7 Bolt Properties Pvt. Ltd. Subsidiary 453.75 453.75
8 Century Promoters Pvt. Ltd. Subsidiary 486.40 486.40
9 Echo Properties Pvt. Ltd. Subsidiary 8.70 8.70
10 Elegant Buildcon Pvt. Ltd. Subsidiary 16.25 16.25
11 Elegent Estates Pvt Ltd. Subsidiary - -
12 Elevator Buildtech Pvt. Ltd. Subsidiary 159.20 159.20
13 Elevator Promoters Pvt. Ltd. Subsidiary 3614.36 3614.36
14 Elevator Properties Pvt. Ltd. Subsidiary 1946.64 1946.64
15 Empire Promoters Pvt. Ltd. Subsidiary 683.53 683.53
16 Fabulous Builders Pvt. Ltd. Subsidiary 105.42 105.42
17 Four Construction Pvt. Ltd. Subsidiary 402.65 402.65
18 Gadget Builders Pvt. Ltd. Subsidiary 488.56 488.56
19 Glaze Properties Pvt. Ltd. Subsidiary 26.27 26.27
20 Goodluck Buildtech Pvt. Ltd. Subsidiary 19.00 19.00
21 Grand Buildtech Pvt. Ltd. Subsidiary 1498.13 1498.13
22 Grand Park Buildtech Pvt. Ltd. Subsidiary 4996.00 4996.00
23 Grand Park Estates Pvt. Ltd. Subsidiary 11.00 11.00
24 Grandstar Realty Pvt. Ltd. Subsidiary - -
25 Green Retreat and Motels Pvt. Ltd. Subsidiary 4445.52 4445.52
26 Green Valley Builders Pvt. Ltd. Subsidiary 459.00 459.00
27 Green View Buildwell Pvt. Ltd. Subsidiary 3969.27 3969.27
28 Green Way Promoters Pvt. Ltd. Subsidiary 181.85 181.85
29 Greenline Buildcon Pvt. Ltd. Subsidiary - 488.69
30 Greenline Promoters Pvt. Ltd. Subsidiary 960.15 1003.05
31 Greenwood Properties Pvt. Ltd. Subsidiary 5.25 5.25
32 Hemkunt Promoters Pvt. Ltd. Subsidiary 4.84 4.84
33 High Land Meadows Pvt. Ltd. Subsidiary - -
34 Jasmine Buildwell Pvt. Ltd. Subsidiary 9996.00 9996.00
35 Jubilant Software Services Pvt. Ltd. Subsidiary 89.60 89.60
36 Kalinga Buildtech Pvt. Ltd. Subsidiary 696.75 696.75
37 Kalinga Realtors Pvt. Ltd. Subsidiary 26.40 26.40
38 North South Properties Pvt. Ltd. Subsidiary 38.85 38.85
39 Novel Buildmart Pvt. Ltd. Subsidiary 4996.00 4996.00
40 Novel Housing Pvt. Ltd. Subsidiary 446.65 446.65
41 Oriental Meadows Ltd. Subsidiary 245.76 245.76
42 Oriental Promoters Pvt. Ltd. Subsidiary - -
43 One Star Realty Pvt. Ltd. Subsidiary - 3610.50
44 Park Land Construction & Equipment Pvt. Ltd. Subsidiary - -
45 Park Land Developers Pvt. Ltd Subsidiary - -
46 Park View Promoters Pvt. Ltd. Subsidiary 3.25 3.25
47 Pasupati Aluminium Ltd. Subsidiary 10.65 10.65
48 Pelikan Estates Pvt. Ltd. Subsidiary 401.47 401.47
49 Pioneer Promoters Pvt. Ltd. Subsidiary 990.66 990.66
50 Rapid Realtors Pvt. Ltd. Subsidiary 777.41 777.41
51 Rolling Construction Pvt. Ltd. Subsidiary - -
52 Romano Estate Managements Services Ltd. Subsidiary - -
53 Romano Estates Pvt. Ltd. Subsidiary 8736.20 8736.20
54 Romano Infrastructure Pvt. Ltd. Subsidiary 260.30 260.30
55 Romano Tiles Pvt. Ltd. Subsidiary - -
56 Roseview Buildtech Pvt. Ltd. Subsidiary 101.50 101.50
57 Roseview Properties Pvt. Ltd. Subsidiary 42.50 42.50
58 Saiguru Buildmart Pvt. Ltd. Subsidiary - -
59 Sand Storm Buildtech Pvt. Ltd. Subsidiary 38.62 38.62
60 Sovereign Buildwell Pvt. Ltd. Subsidiary 2247.20 2275.86
61 Spring View Developers Pvt. Ltd. Subsidiary - -
62 Suburban Farms Pvt. Ltd. Subsidiary 1746.00 1746.00
63 Three Star Realty Pvt. Ltd. Subsidiary 261.80 261.80
64 Townsend Construction & Equipment Pvt. Ltd. Subsidiary 638.04 638.04
65 Tumhare Liye Realty Pvt. Ltd. Subsidiary 111.20 111.20
66 Twenty First Developers Pvt. Ltd. Subsidiary 235.07 235.07
67 Vibrant Buildmart Pvt. Ltd. Subsidiary 5102.85 5102.85
68 West Land Buildcon Pvt. Ltd. Subsidiary - -
69 Woodland Promoters Pvt. Ltd. Subsidiary 1485.35 1485.35
Total (A) 66390.82 70561.56
B SHORT TERM LOANS & ADVANCES:-
1 Anant Raj Hotels Ltd. Subsidiary 0.50 0.50
2 Anant Raj Cons. & Development Pvt. Ltd. Subsidiary 939.40 939.40
3 Echo Buildtech Pvt. Ltd. Subsidiary 0.10 0.10
4 Gujarat Anant Raj Vidhyanagar Ltd. Subsidiary 1.00 1.00
5 Hamara Realty Pvt. Ltd. Subsidiary 1.10 1.10
6 Romano Projects Pvt. Ltd. Subsidiary 479.00 479.00
7 Springview Properties Pvt. Ltd. Subsidiary 0.20 0.20
8 Rose Realty Pvt. Ltd. Subsidiary 20.01 36.91
Total (B) 1441.31 1458.21
C LONG TERM NON CONVERTIVLE DEBENTURES:-
1 Anant Raj Projects Ltd. Subsidiary 9379.18 9379.18
Total (C) 9379.18 9379.18
Total (A+B+C) 77211.30 81398.94
Name of the entity Status 2016 2016
A LONG TERM LOAN & ADVANCES:-
1 Anant Raj Property Management Associated 4292.00 4292.00
2 E2e Solutions Associated - 2.50
3 Roseland Buildtech Pvt. Ltd. Associated 71.20 674.60
Total 4363.20 4969.10

 

For and on behalf of the Baord
Anant Raj Limited
Place: New Delhi Ashok Sarin (DIN: 00016199)
Date: August 19 2016 Chairman

ANNEXURE - II

Information as per Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 and forming part of the Directors’ Report for the year endedMarch 31 2016

A. Conservation of Energy

(i) the steps taken or inpact on conservation of energy NA
(ii) the steps taken by the company for utilising alternate sources of energy: NA
(iii) the capital investment on energy conservation equipments: NA
B. Technology absorption
(i) the efforts made towards technology absorption: NA
(ii) the benefit derived like product improvement cost reduction product development or import substitution: NA
(iii) in case of imported technology (imported during the last three years reckoned from the beginining of the financial year
a) the details of technology imported; N.A
b) the year of import; N.A
c) whether the technology been fully absorbed N.A
d) if not fully absorbed area where absorption has not taken place and the reasons thereof; and N.A
e) the expenditure incurred on Reserch and Development N.A

Note: Since your Company has discontinued its tile manufactuirng operations therequirements pertaining to disclosure of particulars relating to conservation of energyresearch & developtment and technology absorption as prescribed under the Companies(Accounts) Rules 2014 are not applicable.

C. Foreign Exchange Earning and outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows.

(Rs in crores)
Particulars Financial Year ended March 31 2015 Financial Year ended March 31 2014
Foreign Exchange Earned 0 0
Foreign Exchange used 2.56 0.90

 

For and on behalf of the Baord
Anant Raj Limited
Place: New Delhi Ashok Sarin (DIN: 00016199)
Date: August 19 2016 Chairman

ANNEXURE - III

Statement pursuant to Section 197 (12) of the Companies Act 2013 read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules2016 forming part of the Directors’ Report for the year ended March 31 2016 (A) Nameof the top ten employees throught the financial year:

Name Designation Remuneration Rs ( ) Nature of Employment Qualification Experience Date of Commencement of employment Age Previous Employment % of Shares held in the Company Whether related to any director
Shri Anil Sarin Managing Director 25128000 Permanent B.A (Hons.) 39 04.03.1992 64 NIL 10.49 Yes*
Shri Amit Sarin Director & CEO 7200000 Permanent B.Com 22 10.07.2009 44 NIL 1.47 Yes**
Shri Aman Sarin COO (operations) 3516000 Permanent Graduate 21 27.05.1995 42 NIL 1.30 Yes***
Shri Ashim COO (Construction) 3516000 Permanent MBA 16 25.05.2007 40 NIL 0.062 Yes****
Sarin COO (Business
Shri Amar Sarin Developtment) 3321600 Permanent BBA 11 27.07.2006 33 NIL 0.087 Yes*****
Shri. Varun Khullar V.P- Sales 2738710 Permanent B.E. Mechanical 15 26.03.2013 39 EMAAR MGF SK DAS 0.00 No
Shri. Kunal G.M. 2383170 Permanent B.Architecture 16 01.07.2011 40 Associated 0.00 No
Rahate Architecture Architects
Shri. Narayan Singh Rajpoot G.M.Operations 2228828 Permanent Diploma Machnical 27 03.10.2009 50 Century Tiles Ltd 0.00 No
Shri. Anil Mahindra V.P-Land 2189904 Permanent Engineering LLB 25 01.10.2004 50 Competent Holding Ltd 0.00 No
Shri. Ashok Kumar Sehgal V.P-Projects 2034048 Permanent Diploma Civil Engineering 43 23.02.2009 67 DDA Vikas Sadan INA 0.00 No

(B) P ersonnel who are in receipt of remuneration aggregating not less Rs than10200000 per annum and employed throught the financial year:

Name Designation Remuneration Rs ( ) Nature of Employment Qualification Experience Date of Commencement of employment Age Previous Employment % of Shares held in the Company Whether related to any director
Shri Anil Sarin Managing Director 25128000 Permanent B.A (Hons.) 39 04.03.1992 64 NIL 10.49 Yes*

(C) P ersonnel who are in receipt of remuneration aggregating not less than Rs 850000per month and employed for part of the financial year:

NIL

* Shri Anil Sarin is a relative of Shri Ashok Sarin Chariman of the Company and ShriAmit Sarin Director & CEO of the Company.

** Shri Amit Sarin is a relative of Shri Ashok Sarin Chairman of the Company and ShriAnil Sarin Managing Direcotr of the Company.

*** Shri Aman Sarin is a relative of Shri Ashok Sarin Chairman of the Company ShriAnil Sarin Managing Direcotr and Shri Amit Sarin Director & CEO of the Company.

**** Shri Ashim Sarin is a relative of Shri Ashok Sarin Chairman of the Company ShriAnil Sarin Managing Direcotr and Shri Amit Sarin Director & CEO of the Company.

***** Shri Amar Sarin is a relative of Shri Ashok Sarin Chairman of the Company ShriAnil Sarin Managing Direcotr and Shri Amit Sarin Director & CEO of the Company.

Note: Gross Remuneration comprises Salary House Rent Allowance Special Allowance andCompany Contribution to Provident Fund Account.

For and on behalf of the Baord
Anant Raj Limited
Place: New Delhi Ashok Sarin (DIN: 00016199)
Date: August 19 2016 Chairman

ANNEXURE - IV

PARTICULARS OF REMUNERATION

The information required under section 197 of the Act and the Rules made there-underin respect of employees of the Company is follows:- (a) the ratio of the remuneration ofeach director to the median remuneration of the employees of the company for the financialyear;

Non - Executive Directors Ratio of Median Remuneration
Sh. Ashok Sarin Chariman NA
Sh. Ambarish Chatterjee Independent Director NA
Sh. Brajindar Mohan Singh Independent Director NA
Sh. Maneesh Gupta Independent Director NA
Smt. Priya Singh Aggarwal Independent Director NA
Executive Directors
Sh. Anil Sain Managing Director 127.74
Sh. Amit Sarin Director & CEO 36.60

Note: Sh. Ashok Sarin Chairman does not receive any remuneration or sitting fees fromthe Company.

# All the Non-Executive Independent directors of the Company were not paid anyremuneration and were paid only sitting fee for attending meeting of the Board ofDirectors. Therefore the said ratio of remuneration of each director to medianremuneration of the employees of the Company is not applicable.

(b) the percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the financial year;

Name of Person % Increase in remuneration
Sh. Ashok Sarin Chairman -
Sh. Anil Sarin Managing Director -
Sh. Amit Sarin Director & CEO -
Sh. Ambarish Chatterjee Independent Director -
Sh. Brajindar Mohan Singh Independent Director -
Sh. Maneesh Gupta Independent Director -
Smt. Priya Singh Aggarwal Independent Director -
Sh. Manoj Pahwa Company Secretary 7.10%

(c) the percentage increase in the median remuneration of employees in the financialyear: 9.48% (d) the number of permanent employees on the rolls of company: 366

(e) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration The averageincrease in salaries of employees other than managerial personnel in 2015-16 was -2.5%.Percentage increase in the managerial remuneration for the year was 0.29%

(f) The Company hereby affirm that the remuneration is as per the remuneration policyof the Company

For and on behalf of the Board
Anant Raj Limited
Place: New Delhi Ashok Sarin (00016199)
Date: August 19 2016 Chairman

Note: The above information has been given after considering the Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 asamended by the MCA vide its Notification No. G.S.R 646 (E) dated June 30 2016.

ANNEXURE - V

NOMINATION AND REMUNERATION & BOARD DIVERSITY POLICY LEGAL FRAMEWORK

This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwith the rules there under and Regulation 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. This policy has been approved by the Board ofDirectors on the recommendation of Nomination and Remuneration Committee of the Company.

DEFINITIONS

For the purpose of this Policy:

• ‘Act’ shall mean the Companies Act 2013;

• ‘Board’ shall mean the Board of Directors of Anant Raj Limited;

• ‘Committee’ shall mean the Nomination and Remuneration committee ofthe Company constituted and re constituted by the Board from time to time;

• ‘Company’ shall mean Anant Raj Limited;

• ‘Directors’ shall mean the directors of the Company;

• ‘Independent Director’ shall mean a director referred to in Section149 (6) of the Companies Act 2013 and read with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015;

‘Key Managerial Personnel (KMP)’ shall mean the following:

(i) Executive Chairman and / or Managing Director (MD) and/or Manager

(ii) Whole-time Director (WTD);

(iii) Chief Financial Officer (CFO);

(iv) Company Secretary (CS);

(v) Such other officer as may be prescribed.

‘Senior Management’ sshall mean personnel of the company who are members ofits core management team excluding the Board of Directors. This would also include allmembers of management one level below the executive directors including all functionalheads.

Unless the context otherwise requires words and expression used in this policy and notdefined herein but defined in the Companies Act 2013 as may be amended from time to timeshall have the meaning respectively assigned to them therein.

OBJECTIVE & PURPOSE

The objective and purpose of this Policy are as follows:

• To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine remunerationof Directors Key Managerial personnel and Other employees.

• To determine remuneration based on the Company’s size and financialposition and trends and practices on remuneration prevailing in market.

• To provide them reward linked directly to their efforts performance dedicationand achievement relating to the Company’s operations.

• To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

SCOPE OF THE POLICY

The policy shall be applicable to the following in the Company:

• Directors

• Key Managerial Personnel (KMP)

• Senior Management

• Other employees of the Company

CONSTITUTION

The Board shall determine the membership of the Committee. The Committee will compriseat least three members of non- executive directors a majority of whom shall beindependent directors. One of the independent non-executive directors shall be designatedby the Board to serve as the Committee’s Chairman. The present composition of theCommittee is:

1. Sh. Maneesh Gupta Chairman
2. Sh. Ambarish Chatterjee Member
3. Sh. Brajindar Mohan Singh Member

GUIDELINES FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

1. App ointment criteria and qualifications:

1.1 Letter of appointment shall be issued based on the recommendations of the Committeeon the basis of the guidelines for the same under the Companies Act 2013 or the CompanyInternal policy.

1.2 The Committee shall identify and ascertain the integrity qualification expertiseand experience for appointment to the position of Directors KMPs & Senior Management.

1.3 A potential candidate should possess adequate qualification expertise andexperience for the position he/she is considered for appointment. The Committee shallreview qualifications expertise and experience as well as the ethical and moralqualities possessed by such person commensurate to the requirement for the position.

1.4 The Company shall not appoint or continue the employment of any person as wholetime director who has attained the age of seventy years. Provided that the term of theperson holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

1.5 The Committee shall ensure that there is an appropriate induction & trainingprogramme in place for new directors members of senior management and KMP; 1.6 TheCommittee shall make recommendations to the Board concerning any matters relating to thecontinuation in office of any director at any time including the suspension or terminationof service of an executive director as an employee of the Company subject to the provisionof the law and their service contract.

1.7 The Committee shall recommend any necessary changes to the Board.

2. Term / Tenure:

I. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director ExecutiveDirector/Whole time Director for a term not exceeding five years at a time.

No re-appointment shall be made earlier than one year before the expiry of term of theDirector appointed. II. Independent Director

An Independent Director shall hold office for a term up to five years on the Board ofthe Company and will be eligible for re-appointment on passing of a special resolution bythe Company and disclosure of such appointment in the Board’s report. No IndependentDirector shall hold office for more than two consecutive terms but such IndependentDirector shall be eligible for re- appointment in the Company as Independent Directorafter the expiry of three years from the date of cessation as such in the Company. TheCommittee shall take into consideration all the applicable provisions of the CompaniesAct 2013 and the relevant rules and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as existing or as may be amended from time to time.

3. Evaluation

The Committee shall carry out the evaluation of performance of the every Director KMPand Senior Management Personnel at regular interval; but at least once a year.

4. Removal

Due to reasons for any disqualification mentioned in the Companies Act 2013 and rulesmade there under or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a director KMP orsenior management personnel or functional heads subject to the provisions and complianceof the Act rules and regulations.

5. Retirement

The director KMP senior management & functional heads shall retire as per theapplicable provisions of the Companies Act 2013 along with the rules made there under andthe prevailing policy of the Company. The Board will have the discretion to retain theDirectors KMPs & Senior Management even after attaining the retirement age for thebenefit of the Company.

6. Div ersity on the Board of the Company

The Company aims to enhance the effectiveness of the Board by diversifying it andobtain the benefit out of it by better and improved decision making. In order to ensurethat the Company’s boardroom has appropriate balance of skills experience anddiversity of perspectives that are imperative for the execution of its business strategythe Company shall consider a number of factors including but not limited to skillsindustry experience background race and gender. The Policy shall confirm with thefollowing two principles for achieving diversity on its Board:

Decisions pertaining to recruitment promotion and remuneration of the directors willbe based on their performance and competence; and

For embracing diversity and being inclusive best practices to ensure fairness andequality shall be adopted and there shall be zero tolerance for unlawful discriminationand harassment of any sort whatsoever. In order to ensure a balanced composition ofexecutive non-executive and independent directors on the Board the Company shallconsider candidates from a wide variety of backgrounds without discrimination based onthe following factors:

• Gender - The Company shall not discriminate on the basis of gender in the matterof appointment of director on the Board. The Company encourages the appointment of womenat senior executive levels to achieve a balanced representation on the Board.

• Age - Subject to the applicable provisions of Companies Act 2013 age shall beno bar for appointment of an individual as director on the Board of the Company.

• Nationality and ethnicity - The Company shall promote having a boardroomcomprising of people from different ethnic backgrounds so that the directors mayefficiently contribute their thorough knowledge sources and understanding for the benefitof Company’s business;

• Physical disability - The Company shall not discriminate on the basis of anyimmaterial physical disability of a candidate for appointment on Company’s Board ifhe/she is able to efficiently discharge the assigned duties.

• Educational qualification- The proposed candidate shall possess desired teambuilding traits that effectively contribute to his/ her position in the Company. TheDirectors of the Company shall have a mix of finance legal and management backgroundthat taken together provide the Company with considerable experience in a range ofactivities including varied industries education government banking and investment.

7. Remuneration

I. The remuneration/ compensation/ commission etc. to the whole-time director KMP andsenior management &other employees will be determined by the Committee and recommendedto the Board for approval.

II. The remuneration to be paid to the MD and/or whole-time director shall be inaccordance with the percentage/ slabs/ conditions laid down in the Articles of Associationof the Company and as per the provisions of the Companies Act 2013 and the rules madethere under.

III. Increments to the existing remuneration/compensation structure of the SeniorManagement excluding the Board of Directors comprising of members of Management one levelbelow the Executive Director including the Functional Heads will be decided by theChairman & Managing Director & CEO of the Company.

Remuneration to Whole-time/ Executive/Managing Director KMO and Senior ManagementPersonnel:

I. Fixed pay:

The MD and/or whole-time director / KMP and senior management shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee and the shareholders wherever applicable. The breakup of the pay scale andquantum of perquisites including employer’s contribution towards provident fundpension scheme medical expenses and other perquisites shall be decided and approved bythe Board on the recommendation of the Committee.

II. Minimum Remuneration: If in any financial year the Company has no profits or itsprofits are inadequate it shall pay remuneration to its MD and/or Whole-time Director inaccordance with the provisions of Schedule V of the Companies Act 2013 and if the Companyis not able to comply with such provisions previous approval of the Central Governmentshall be required to be obtained.

8. Remuneration to Non- Executive / Independent Director:

i. Remuneration: The remuneration / commission shall be fixed as per the slabs andconditions mentioned in the Articles of Association of the Company and with the provisionsof Companies Act 2013 along with the rules made there under.

ii. Sitting Fees: The Non- Executive/ Independent Director may receive remuneration byway of fees for attending meetings of Board or Committee thereof. Provided that the amountof such fees shall not exceed the limits prescribed under Companies Act 2013.

MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be recorded as minutes and signed by the Chairman ofthe Committee at the subsequent meeting. Minutes of the Committee meetings will be tabledat the subsequent Board and Committee meeting.

DIRECTOR’S AND OFFICER’S INSURANCE

Where any insurance is taken by the Company on behalf of its Directors KMPs/ SeniorManagement Personnel etc. for indemnifying them against any liability the premium paid onsuch insurance shall not be treated as part of the remuneration payable to any suchpersonnel.

REVIEW AND AMENDMENTS

The Committee as and when required shall assess the adequacy of this Policy and makeany necessary or desirable amendments if any under the Companies Act 2013 and/or SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Committee mayrecommend amendments to this Policy from time to time as it deems appropriate.

DISCLOSURE OF THIS POLICY

The policy shall be disclosed in the Annual report of the Company as required underCompanies Act 2013 Rules made there under and the Listing Agreement as amended fromtime to time and as may be required under any other law for the time being in force.

ANNEXURE - VI

THE ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline of the company’s CSR Policy including overview of projects orprograms proposed to be under taken and a reference to the web-link to the CSR policy andprojects or programs.

The Board of Directors of Anant Raj Limited after taking into accounts therecommendation of the CSR Committee has approved the CSR Policy for the company. Asrequired under section 135(4) of the Companies Act 2013 the policy is uploaded on thecompany’s website and the web link for the same ishttp://www.nseprimeir.com/z_ANANTRAJ/files/ANANTRAJ_CSR_ Policy_13082014.pdf.

The Company has been focusing on the project as enumerated in the CSR Policy.

2. Composition of CSR Committee

In accordance with Section 135 of the Companies Act 2013 and the rules pertainingthereto a committee of the Board Known as ‘Corporate Social Responsibility (CSR)Committee’ comprising the following members:

Sh. Brajindar Mohan Singh Chairperson Independent Director
Sh. Anil Sarin Member Director
Sh. Amit Sarin Member Director

3. 3. Average net profit of the company for last three financial years as per Section198 of Companies Act 2013

Financial Year Net Profits (Rs Crores)
FY 2013 135.72
FY 2014 108.60
FY 2015 155.92

The average net profit of the company for the last three financial years is Rs 133.41Crore.

4. Prescribed CSR Expenditure (Two per cent of the amount as in item 3 above)

Prescribed CSR expenditure at 2% of the amount is Rs 2.68 Crore.

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year Rs 2.68 Crore. (b) Amount unspentif any: Rs 1.24 crore.

(c) Manner in which the amount spent during the financial year 2015-16 is detailedbelow:

Reporting on CSR Activities For the Year ended 31st March 2016

(1) (2) (3) (4) (5) (6) (7) (8)
S. No. CSR Project or activity identified. Sector in which the project is covered Projects or programs (1) Local area or other (2) Specify the state and district where projects or programs was undertaken Amount outlay (Budget) project or programs wise Amount Spent on the projects or Programs’ (1) Direct expenditure on projects or Programs (2) Overheads Cumulative expenditure upto the reporting period. Amount spent: Direct or through implementing agency*
1 a) Undertaking eye centre for operation of Poor blind and conducting program me to educate them for preventive health care. Promoting Health Care 1.Local 2.Delhi and National capital Region(NCR). Rs 00.15 Crore Rs 00.12 (Delhi and National capital Region) (NCR). Rs 00.12 (Delhi and National capital Region) (NCR). 1. The blind relief Association. National. 2. Thallesemia Welfare Society Ltd.
2 b) Undertaken education for orphans street children extremely impoverished children’s Promoting education and enhancing vocation skills 1.Local 2.Delhi and National capital Region(NCR). Rs 00. 75 Crore Rs 00.20 Crore (Local ) Rs 00.16 Crore (Delhi and National capital Region) (NCR). Rs 00.20 Crore (Local ) Rs 00.16 Crore (Delhi and National capital Region) (NCR). 1.Prayas Social Selfare Society. 2. Ladli Foundation Trust.
3 c) Vocational skill program me for Women Empowering women 1.Local 2.Delhi and National capital Region(NCR). Rs 1.00 Crore Rs 00.20 (and National capital Region) (NCR). Rs 00.20 (Delhi and National capital Region) (NCR). B & S Foundation Beti & Shiksha
4 d) Construction of Road Rural Development 1.Local 2.Delhi and National capital Region(NCR). Rs 00.20 Crore Rs 0.18 Crore (Local) Rs 0.18 Crore (Local) 1. SAAG Infrastructure Projects Pvt. Ltd.
5 e) Sponsorship of Kabaddi Promoting Rural Sports 1.Local 2.Delhi and National capital Region(NCR). Rs 00.57 Crore Rs 0.58 Crores (Local) Rs 0.58 Crores (Local) Direct

6. In case the company failed to spend the two per cent of the average net profit ofthe last three financial years or any part thereof the company shall provide the reasonsfor not spending the amount in its Board Report

The Company is committed to Corporate Social Responsibility. The Company during theyear ended March 31 2016 was required to spend 2% of the average net profit of theCompany for last three financial years. i.e. Rs 2.68 Crores. During the year under reviewyour Company as part of its CSR initiatives has spent an amount aggregating to Rs 1.44Crores on the projects covered under the CSR Policy of the Company. There is a short fallin spending the part of the CSR amount because the Company was conservative in choosingthe projects which would be deserving and genuine. It was due to this reason that theCompany could not expend the full budgeted figure on CSR projects in the relevant period.The Company would continue its search for identifying projects which are deserving andgenuine and would strive to achieve the CSR objectives. The Board ensures that unspentamount will be spent on genuine projects in the years to come.

7. Responsibility Statement of the CSR committee that the implementation and monitoringof CSR Policy is in compliance with CSR objectives and policy of the Company

The CSR committee confirm that the Implementation and monitoring of CSR policy is incompliance with CSR objective and policy of the company.

For Anant Raj Limited For Anant Raj Limited
Place : New Delh Brajindar Mohan Singh Anil Sarin
Date : August 19 2016 Chairman CSR Committee Managing Director
DIN: 02143830 DIN:00016152

ANNEXURE - VIII

FORM- AOC-1

(pursuant to first proviso to sub-section 129 read with rule 5 of Companies (Accounts)

Statement containing salient features of the financial statement of subsidiaries/associate companies / joint ventures Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs)

Sl. No. Name of the Subsidiary Reporting period for the subsidiary concerned if different from the holding company’s reporting period Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries Share Capital Reserves & Surplus Total Assets Total Liabilities Investments Turnover Profit before taxation Provision for taxation Profit after taxation Proposed Dividend % of shareholding
1 Aakashganga Realty Private Limited 31.03.2016 N.A. 0.05 (0.01) 3.18 3.15 - - (0.00) - (0.00) - 100.00
2 Advance Buildcon Pvt. Ltd. 31.03.2016 N.A. 0.05 0.00 0.06 0.01 - 0.00 0.00 0.00 0.00 - 100.00
3 AR Login 4 Edu Private Limited 31.03.2016 N.A. 0.05 (1.21) 0.28 1.44 - 0.04 (0.87) - (0.88) - 100.00
4 Anant Raj Estates Management Services Ltd. 31.03.2016 N.A. 0.05 (0.06) 0.41 0.41 - 0.28 (0.05) - (0.05) - 100.00
5 Anant Raj Hotels Ltd. 31.03.2016 N.A. 0.05 (0.01) 0.04 0.01 - 0.00 0.00 0.00 0.00 - 100.00
6 Anant Raj Housing Ltd. 31.03.2016 N.A. 0.05 0.00 0.06 0.00 - 0.00 0.00 0.00 0.00 - 100.00
7 Anant Raj Infrastructure Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.03) 0.03 0.00 - 0.00 0.00 0.00 0.00 - 100.00
8 Anant Raj Projects Ltd. 31.03.2016 N.A. 3.31 185.47 371.65 182.87 - 33.85 15.59 5.59 9.99 - 74.00
9 Anant Raj Cons. & Development Pvt. Ltd. 31.03.2016 N.A. 5.00 3.46 20.98 12.52 - 1.74 0.02 0.02 0.01 - 100.00
10 Ankur Buildcon Pvt. Ltd. 31.03.2016 N.A. 0.05 - 1.29 1.24 - - - - - - 100.00
11 A-Plus Estates Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.00) 5.43 5.38 - - - - - - 100.00
12 BBB Realty Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 4.58 4.54 - - (0.00) - (0.00) - 100.00
13 Blossom Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 0.07 11.82 11.70 - - (0.00) - (0.00) - 100.00
14 Bolt Properties Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 4.58 4.54 - - (0.00) - (0.00) - 100.00
15 Capital Buildcon Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.00) 5.32 5.27 - - - - - - 100.00
16 Capital Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 0.00 6.50 6.45 - 0.00 0.00 - 0.00 - 100.00
17 Carnation Buildtech Pvt. Ltd* 31.03.2016 N.A. 0.05 0.01 5.47 5.42 - 0.00 0.00 - 0.00 - 100.00
18 Century Promoters Pvt. Ltd. 31.03.2016 N.A. 0.05 3.43 2.01 4.87 6.34 0.00 (0.00) - - - 100.00
19 Echo Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.03) 0.03 0.00 - 0.00 0.00 0.00 0.00 - 100.00
20 Echo Properties Pvt. Ltd. 31.03.2016 N.A. 0.05 2.79 2.93 0.09 - 0.00 (0.00) - (0.00) - 100.00
21 Elegant Buildcon Pvt. Ltd. 31.03.2016 N.A. 0.05 1.61 1.82 0.17 - 0.00 (0.00) - (0.00) - 100.00
22 Elegent Estates Pvt Ltd. 31.03.2016 N.A. 0.05 (0.00) 0.05 0.00 - 0.00 0.00 0.00 0.00 - 100.00
23 Elevator Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.00) 1.65 1.60 - - - - - - 100.00
24 Elevator Promoters Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.04) 10.72 76.47 65.77 - (0.00) - (0.00) - 100.00
25 Elevator Properties Pvt. Ltd. 31.03.2016 N.A. 0.05 0.60 21.73 21.08 - 0.13 0.12 0.04 0.08 - 100.00
26 Empire Promoters Pvt. Ltd. 31.03.2016 N.A. 0.05 0.05 6.97 6.86 - - - - - - 100.00
27 Excellent Inframart Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 0.05 0.01 - - (0.00) - (0.00) - 100.00
28 Fabulous Builders Pvt. Ltd. 31.03.2016 N.A. 0.05 (1.11) 0.00 1.06 - - (0.00) - (0.00) - 100.00
29 Four Construction Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.07) 4.02 4.03 - - (0.00) - (0.00) - 100.00
30 Gadget Builders Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 4.93 4.89 - - (0.00) - (0.00) - 100.00
31 Gagan Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.00) 7.67 7.62 - - - - - - 100.00
32 Glaze Properties Pvt. Ltd. 31.03.2016 N.A. 0.05 0.01 0.32 0.27 - - (0.00) - (0.00) - 100.00
33 Goodluck Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 - 0.24 0.19 - - - - - - 100.00
34 Grand Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.03) 0.00 14.98 15.00 - (0.00) - (0.00) - 100.00
35 Grand Park Estates Pvt. Ltd. 31.03.2016 N.A. 0.05 0.00 0.16 0.11 - - - - - - 100.00
36 Grand Park Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 50.00 49.96 - - (0.00) - (0.00) - 100.00
37 Grandstar Realty Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 0.04 0.00 - 0.00 0.00 0.00 0.00 - 100.00
38 Greatways Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.05) 9.70 9.71 - 0.00 0.00 - 0.00 - 100.00
39 Green Retreat and Motels Pvt. Ltd. 31.03.2016 N.A. 6.42 5.17 30.91 44.69 25.36 - - - - - 100.00
40 Green Valley Builders Pvt. Ltd. 31.03.2016 N.A. 0.05 (4.32) 0.38 4.65 - - (0.00) - (0.00) - 100.00
41 Green View Buildwell Pvt. Ltd** 31.03.2016 N.A. 0.05 (0.01) 39.29 39.69 0.45 - - - - - 100.00
42 Green Way Promoters Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.04) 0.01 1.82 1.82 - (0.00) - (0.00) - 100.00
43 Greenline Buildcon Pvt. Ltd. 31.03.2016 N.A. 0.05 16.94 14.36 0.06 2.69 0.28 (1.52) - (1.52) - 100.00
44 Greenline Promoters Pvt. Ltd. 31.03.2016 N.A. 5.00 0.03 14.65 9.63 - 0.02 (0.08) - (0.08) - 100.00
45 Greenwood Properties Pvt. Ltd. 31.03.2016 N.A. 0.05 0.07 0.17 0.05 - - (0.00) - (0.00) - 100.00
46 Gujarat Anant Raj Vidhyanagar Ltd. 31.03.2016 N.A. 0.10 (0.01) 0.11 0.01 - 0.01 0.01 0.00 0.00 - 100.00
47 Hamara Realty Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 0.06 0.02 - 0.00 (0.01) - (0.01) - 100.00
48 Hemkunt Promoters Pvt. Ltd. 31.03.2016 N.A. 0.05 0.04 0.13 0.05 - - (0.00) - (0.00) - 100.00
49 High Land Meadows Pvt. Ltd*** 31.03.2016 N.A. 0.06 49.92 24.74 0.00 25.25 - (0.00) - (0.00) - 80.00
50 Jasmine Buildwell Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 100.00 99.96 - - (0.00) - (0.00) - 100.00
51 Jubilant Software Services Pvt. Ltd. 31.03.2016 N.A. 0.05 0.53 1.67 1.09 - 0.14 0.07 0.02 0.05 - 100.00
52 Kalinga Buildtech Pvt. Ltd* 31.03.2016 N.A. 0.05 (0.01) 2.35 6.97 4.65 - 0.00 - 0.00 - 100.00
53 Kalinga Realtors Pvt. Ltd. 31.03.2016 N.A. 0.05 0.46 1.06 0.54 - 0.08 0.06 0.02 0.04 - 100.00
54 Krishna Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 - 14.67 14.62 - - - - - - 100.00
55 Monarch Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 0.01 4.60 4.54 - 0.00 0.00 - 0.00 - 100.00
56 North South Properties Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.24) 0.20 0.39 - - (0.07) - (0.07) - 100.00
57 Novel Buildmart Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 0.00 49.96 50.00 - (0.00) - (0.00) - 100.00
58 Novel Housing Pvt. Ltd. 31.03.2016 N.A. 0.05 - 4.52 4.47 - - - - - - 100.00
59 Oriental Meadows Ltd. 31.03.2016 N.A. 0.05 (0.21) 2.30 2.46 - - - - - - 100.00
60 Oriental Promoters Pvt. Ltd. 31.03.2016 N.A. 0.05 0.04 4.20 4.11 - 0.00 0.00 - 0.00 - 100.00
61 Papillon Buildcon Pvt. Ltd. 31.03.2016 N.A. 0.05 0.00 7.39 7.33 - 0.00 0.00 - 0.00 - 100.00
62 Papillion Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 0.00 3.74 3.69 - 0.00 0.00 - 0.00 - 100.00
63 Park Land Construction & Equipment Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.02) 0.03 0.00 - 0.00 0.00 0.00 0.00 - 100.00
64 Park Land Developers Pvt. Ltd 31.03.2016 N.A. 0.0625 51.76 51.87 0.04 - 0.00 (0.00) - (0.00) - 80.00
65 Park View Promoters Pvt. Ltd. 31.03.2016 N.A. 0.05 0.03 0.12 0.03 - - (0.00) - (0.00) - 85.00
66 Pasupati Aluminium Ltd. 31.03.2016 N.A. 0.05 0.70 0.85 0.11 - - (0.00) - (0.00) - 100.00
67 Pelikan Estates Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.12) 3.95 4.02 - - (0.00) - (0.00) - 100.00
68 Pioneer Promoters Pvt. Ltd. 31.03.2016 N.A. 0.07 16.08 26.07 9.92 - - - - - - 100.00
69 Rapid Realtors Pvt. Ltd. 31.03.2016 N.A. 0.05 0.01 7.83 7.78 - - - - - - 100.00
70 Redsea Realty Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.02) 1.62 1.59 - - (0.00) - (0.00) - 100.00
71 Rising Realty Pvt. Ltd. 31.03.2016 N.A. 0.05 0.04 15.75 15.67 - - - - - - 100.00
72 Rolling Construction Pvt. Ltd. 31.03.2016 N.A. 1.07 89.11 153.11 62.94 - 2.27 (6.15) - (4.64) - 50.10
73 Romano Estate Managements Services Ltd. 31.03.2016 N.A. 0.05 (0.13) 4.18 4.26 - 0.71 (0.12) - (0.12) - 100.00
74 Romano Estates Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 1.50 87.36 85.90 - (0.00) - (0.00) - 100.00
75 Romano Infrastructure Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.04) 3.83 3.81 - - (0.00) - (0.00) - 100.00
76 Romano Projects Pvt. Ltd* 31.03.2016 N.A. 0.05 (0.01) 4.74 4.79 0.09 - (0.00) - (0.00) - 100.00
77 Romano Tiles Pvt. Ltd. 31.03.2016 N.A. 0.05 2.27 2.32 0.00 - 0.00 (0.00) 0.00 (0.00) - 80.00
78 Rose Realty Pvt. Ltd. 31.03.2016 N.A. 0.05 0.01 0.26 0.20 - 0.00 (0.01) - (0.01) - 100.00
79 Roseview Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.03) 1.04 1.02 - - (0.00) - (0.00) - 100.00
80 Roseview Properties Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 0.47 0.43 - - (0.00) - (0.00) - 100.00
81 Saiguru Buildmart Pvt. Ltd. 31.03.2016 N.A. 0.05 0.26 5.23 4.92 - - (0.01) - (0.01) - 100.00
82 Sand Storm Buildtech Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.00) 0.44 0.39 - - - - - - 100.00
83 Sartaj Developers & Promoters Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.00) 0.75 0.70 - - (0.00) - (0.00) - 100.00
84 Sovereign Buildwell Pvt. Ltd**** 31.03.2016 N.A. 0.05 (0.02) 22.40 22.48 0.10 - (0.00) - (0.00) - 100.00
85 Spring View Developers Pvt. Ltd. 31.03.2016 N.A. 1.00 0.03 1.04 0.00 - 0.00 0.00 0.00 0.00 - 75.00
86 Springview Properties Pvt. Ltd. 31.03.2016 N.A. 0.05 0.03 0.09 0.00 - 0.00 0.00 0.00 0.00 - 100.00
87 Suburban Farms Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.00) 0.01 17.46 17.50 - (0.00) - (0.00) - 100.00
88 Three Star Realty Pvt. Ltd. 31.03.2016 N.A. 0.05 0.02 0.01 2.62 2.68 - (0.00) - (0.00) - 100.00
89 Townsend Construction & Equipment Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.03) 6.41 6.38 - - (0.00) - (0.00) - 100.00
90 Tumhare Liye Realty Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.01) 1.15 1.11 - - (0.00) - (0.00) - 100.00
91 Twenty First Developers Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.00) 2.40 2.35 - - - - - - 100.00
92 Vibrant Buildmart Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.09) 2.51 51.03 48.48 - (0.00) - (0.00) - 100.00
93 West Land Buildcon Pvt. Ltd. 31.03.2016 N.A. 0.05 (0.00) 11.21 11.16 - - - - - - 100.00
94 Woodland Promoters Pvt. Ltd* 31.03.2016 N.A. 0.05 0.99 3.16 14.86 12.74 0.00 (0.00) - (0.00) - 100.00

 

1 Name of subsidiaries which are yet to commence operations 1. Grandstar Realty Pvt. Ltd.
2. Romano Infrastructure Private Limited
3. Tumhare Liye Realty Private Limited
4. Vibrant Buildmart Pvt. Ltd.
5. BBB Realty Private Limited
6. Blossom Buildtech Private Limited
7. Bolt Properties Private Limited
8. Gadget Builders Private Limited
9. Grand Buildtech Private Limited
10. Grandpark Buildtech Private Limited
11. Green Valley Builders Private Limited
12. Roseview Buildtech Private Limited
13. Roseview Properties Pvt. Ltd.
14. Townsend Construction And Equipments Pvt. Ltd.
15. Anant Raj Estate Management Services Limited.
16. AR Login 4 Edu Private Limited
17. Novel Buildmart Private Limited
18. Romano Estates Private Limited.
2 Name of subsidiaries which have been liquidated or sold during the year 1. One Star Reatly Pvt. Ltd.

* It has one Subsidiary Company.

** It has nine Subsidiary Company.

*** It has five Subsidiary Company.

**** It has two Subsidiary Company.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of Associates/ Joint Ventures Roseland Buildtech Pvt. Ltd. Anant Raj Property Management Pvt. Ltd. E2E Solutions Pvt. Ltd.
1 Latest audited Balance Sheet Date
2 Shares of Associate/ Joint Ventures held by the company on the year end
No. 8438430 5000 14410
Amount of Investment in Associate/ Joint Venture (Rs in Crores) 147.99 0.005 36.13
Extent of Holding % 50% 50% 49%
3 Description of how there is significant influence Holding of 50% of the Paid up share capital of the Company and control of business decision. Holding of 50% of the Paid up share capital of the Company and control of business decision. Holding of 49% of the Paid up share capital of the Company and control of business decision.
4 Reason why the Associate/ Joint Venture is not consolidated N. A. N. A. N. A.
5 Networth attributable to shareholding as per latest audited Balance Sheet (Rs in Crores) 152.21 0.02 42.96
6 Profit/ Loss for the year
i Considered in Consolidation (Rs in Crores) 2.37 0.00 3.72
ii Not Considered in Consolidation N. A. N. A. N. A.
1 Name of associates or joint ventures which are yet to commence operations N. A.
2 Name of associates or joint ventures which have been liquidated or sold during the year N. A.

 

B. Bhushan & Co. Ashok Sarin Anil Sarin Amit Sarin
Chartered Accountants Chairman Managing Director CEO & Director
By the hand of Kamal Ahluwalia Partner DIN: 00016199 Brajindar Mohan Singh Director DIN: 00016152 Ambarish Chatterjee Director DIN: 00015837 Maneesh Gupta Director
Membership no. 093812 DIN: 02143830 DIN: 00653680 DIN: 00129254
New Delhi Manoj Pahwa Omi Chand Rajput
May 30 2016 Company Secretary Membership No. A7812 Vice President-Finance

ANNEXURE - IX

From no. MR-3

SECRETARIAL AUDIT REPORT

(For the financial year ended 31st March 2016)

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To Members

ANANT RAJ LIMITED

PLOT NO. CP-1

SECTOR-8 IMT MANESAR GURGAON HARYANA INDIA-122051

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ANANT RAJ LIMITED (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon. Based on my verification of the Company’s bookspapers minute books forms and returns filed and other records maintained by the Companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the audit period covering the financial year ended on31st March 2016 ("Audit Period") complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter: I haveexamined the books papers minute books forms and returns filed and other recordsmaintained by ANANT RAJ LIMITED (the Company") for the financial year ended on 31stMarch 2015 according to the provisions of:

I. The Companies Act 2013 (the Act) and the Rules made thereunder;

II. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade thereunder;

III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder; IV.Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder to theextent of Foreign Direct Investment Overseas Direct Investment and External CommercialBorrowings;

V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) to the extent applicable to theCompany :-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers)Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not Applicable to the company during the audit period)

d. The Securities Exchange Board of India (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014;(Not Applicable to the company duringthe audit period)

e. The Securities and Exchange Board of India (Issue and listing of Debt Securities)Regulations 2008;(Not Applicable to the company during the audit period)

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; ;(Not applicable to the company during the Audit Period) and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; ;(Not applicable to the company during the Audit Period)

VI. Other Laws those are applicable specifically to the Company as per representationgiven by the Company

1. Land Acquisition Act 1894

2. Environment (Protection) Act 1986

3. Air Prevention and Control of Pollution Act 1981

4. Transfer of Property At 1882

5. Indian Stamp Act 1899

6. Consumer Protection Act 1986

I have also examined compliance with the applicable clauses of the following: i)Secretarial Standard issued by The Institute of Company Secretaries of India notified witheffect from 1st July 2015; ii) The Listing Agreements entered into by the Company withthe Stock Exchanges During the Period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. Subject tofollowing observation

1. Non appointment of the Key Managerial Personnel (Chief Financial officer) from April01 2015 to March 31 2016 under the provisions of Section 203 of the Companies Act 2013.

2. The Company has spent an amount of Rs 144.22 Lakh against the amount of Rs 268.45Lakh to be spent during the year towards Corporate Social Responsibility.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All the decisions at the Board meeting and committee meetings are carried outunanimously as recorded in the minutes of the meetings of the Board of Directors orcommittee of the Board as the case may be.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations guidelines.

I further report that during the Audit period there were following Specificevents/actions having a major bearing on company’s affairs in pursuance of the abovereferred Laws Rules regulations guidelines Standards etc. which are : I furtherreport that during the Audit period (a) The Company has redeemed Non-ConvertibleDebentures aggregating of Rs 75 (Rupees Seventy Five Crores) issued to Yes Bank Ltd onprivate placement basis.

(b) The Company has passed Special Resolution for borrowing limit upto Rs 1650 (RupeesOne Thousand Six Hundred Fifty Crores) under section 180 (1) (C) of the Companies Act2013.

Signature:
(Shambhu J. Bhikadia)
Place: Ahmedabad ACS No.8024
Date: August 10 2016 C P No.:3894

APPENDIX A

This Report is to be read with our letter of even date which is annexed as Appendix Aand Forms an integral part of this report To The Members ANANT RAJ LIMITED

PLOT NO. CP-1 SECTOR-8 IMT MANESAR GURGAON HARYANA INDIA-122051

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. I believe that the process and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required I have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. My examination was limitedto the verification of procedure on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

(Shambhu J. Bhikadia)
Place: Ahmedabad ACS No.8024
Date : August 10 2016 C P No.:3894

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