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Ansal Properties & Infrastructure Ltd.

BSE: 500013 Sector: Infrastructure
NSE: ANSALAPI ISIN Code: INE436A01026
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OPEN 15.05
PREVIOUS CLOSE 15.90
VOLUME 9903
52-Week high 26.70
52-Week low 13.65
P/E 17.14
Mkt Cap.(Rs cr) 245.54
Buy Price 15.60
Buy Qty 849.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.05
CLOSE 15.90
VOLUME 9903
52-Week high 26.70
52-Week low 13.65
P/E 17.14
Mkt Cap.(Rs cr) 245.54
Buy Price 15.60
Buy Qty 849.00
Sell Price 0.00
Sell Qty 0.00

Ansal Properties & Infrastructure Ltd. (ANSALAPI) - Director Report

Company director report

Dear Members/ Shareholders

Your Directors are pleased to present the 49th (Forty-Ninth) Annual Report along withthe Audited Financial Statements of your Company for the Financial Year ended 31st March2016.

COMPANY PERFORMANCE

Financial Highlights (Standalone) (Rs. in lakhs)
Particulars For the year ended 31.03.2016 For the year ended 31.03.2015
Sales & Other Income 72435 85227
Profit (Before Interest Depreciation Exceptional Items and Taxes) 7745 6557
Less: Interest 2819 2796
Depreciation 574 725
Exceptional Items 872 -
4265 3521
Profit Before T ax 3480 3036
Less: Provision for taxation 542 841
Profit After Tax carried to Balance Sheet 2938 2195
Add: Surplus Profit brought forward from previous year NIL NIL
Disposable Profit NIL NIL
APPROPRIATIONS:-
- Proposed Dividend including Dividend Tax NIL NIL
- Transfer to General Reserve NIL NIL
- Debenture Redemption Reserve NIL NIL
Surplus carried to Balance Sheet 2938 2195

RESULTS OF OUR OPERATIONS

Net Profit for the Financial Year 2015-16 stood at Rs.2938 lakhs as against Rs. 2195lakhs in the Financial Year 2014-15. The total turnover including other income for theFinancial Year 2015-16 stood at Rs. 72435 lakhs as compared to Rs. 85227 lakhs for theFinancial Year 2014-15.

TRANSFER TO RESERVES

During the year under review no amount has been transferred to General Reserve.

CAPITAL STRUCTURE

During the year under reveiw there has been no change in the capital structure of theCompany.

DIVIDEND

The Board of Directors of your Company keeping in view the uncertainties in theeconomic situation of the Country and in particular real estate sector so also theimperative need to conserve resources have decided not to recommend any dividend for theFinancial Year.

LOANS GUARANTEES AND INVESTMENTS

Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 ("the Act") read with the Companies (Meetings of Board andits Powers) Rules 2014 as on 31st March 2016 are set out in the Standalone FinancialStatements forming part of this report.

CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated Financial Statement of your Company for the Financial Year2015-16 have been prepared in accordance with the provisions of the Companies Act 2013and Rules made thereunder applicable Accounting Standards and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 (hereinafter referredto as the "Listing Regulations") forming part of this Annual Report.

FIXED DEPOSITS

As on the 31st March 2016 fixed deposits stood at Rs.14180 lakhs as against Rs.16024 lakhs in the previous .

The Company was not able to comply with the provisions of Section 73 and otherapplicable Sections of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 therefore the Company had w.e.f. the 01st April 2014 stoppedaccepting/renewing fixed deposits.

Further the Company was unable to make payments to its fixed deposit holders as perschedule mentioned in its Fixed Deposit Schemes due to fund constraints arising out ofdownturn in the real estate market hence a revised schedule of payment of fixeddeposits was approved by the Hon’ble Company Law Board New Delhi Bench (CLB) videits Order dated the 30th December 2014.

However due to continuing fund constraints of the Company and downturn in real estatemarket another revised schedule of payment of fixed deposits in the form of anapplication seeking further extension of time for repayment of fixeddeposits CLB underSections 73 and 74 of the Companies Act 2013 read with Regulations hadbeenfiled 43 and 44of the Company Law Board Regulations 1991 on the 09th February 2016.

CLB had further approved extension of time for repayment of fixed deposits with certainconditions vide Order dated the 28th April 2016. The Company is in process of complyingwith said CLB Orders. Moreover provisions of Sections 73 to 76 or any other relevantprovisions of the Act as applicable are being complied by the Company. Subsequent tothis another application for extension of time for repayment of deposits has been filedbefore the National Company Law Tribunal New Delhi Bench on the 04th August 2016.

Details relating to deposits covered under The Companies (Acceptance of Deposits)Rules 2014 for the Financial Year 2015-16 are as follows:

• Deposit accepted during the year: Nil

• Deposit remained unpaid/unclaimed at the end of the year: Rs. 1825 lakhs

• The Company was unable to make repayment of deposits /interest as per schedulementioned in the Fixed Deposit Schemes and order of CLB dated the 30th December 2014details of which are as follows:

Particulars Number of Cases Amount Involved
At the beginning of the year N.A N.A
Maximum during the year 1686 Rs. 1825 lakhs
At the end of the year 1686 Rs. 1825 lakhs

All the deposits accepted before the 01st April 2014 are in compliance with therequirements of the Companies Act 1956.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments have occurred between the end of Financial Year ofthe Company and the date of this Report which could affect the financial position of theCompany.

BUSINESS

There has been no change in Nature of Business of the Company during the Financial Year2015-16.

Pursuant to your Company’s mission as well as in practice it is constantlystriving to create world class solutions in real estate and uplift the quality of life.Over the decades it has been engaged in the business of real estate in various aspects andin that process it has been evolving as a professionally managed organization striving forexcellence. It is one of the foremost real estate development companies in India with wellover four decades of real estate development experience.

During the last 49 years it had been and presently engaged in the field of housing andreal estate business covering development of Hi-Tech and integrated townships and otherlarge mixed-use and stand-alone developments in the residential commercial retail andhospitality segments with a focus on large-scale mixed use developments particularly inresidential projects. The business is being carried on by the Company on its own as wellas through various associates joint ventures and collaborations. As a well-knowndeveloper your Company has several landmark buildings in Connaught Place (CBD of NewDelhi) viz. Akash Deep Surya Kiran Vikas Minar Amba Deep Statesman House etc. and ithas established its brand image over long decades. The majority of its projects arelocated in the NCR the States of Uttar Pradesh Haryana Rajasthan and Punjab.

Through Management Discussion and Analysis Report forming part of the Directors’Report your Board has tried to capture broader overview of the Global economic scenarioand the Indian economy situation and more particularly the Real Estate Sector prevailingin the Country which have and shall have impact on the nature of Company’s businessand generally in the class of business in which the Company has interest.

Regulators or Courts or Tribunal impacting the going concern status Nosignificant andCompany’s operations in future.

REAL ESTATE SECTOR

In the Indian economy the Real Estate Sector is a critical sector. It is a significantdriver of economic huge multiplier effect on the economy. The Indian reale state sectorhas been beneficiary of the strong economic major growth witnessed in India since the year2000. The growth in the sector supported by series of reforms has not only resulted insignificant residential and commercial real estate but also complemented the developmentof physical and social infrastructure of the country.

India’s Real Estate market is expected to increase seven times by the year 2028i.e. to reach US$ 853 billion from US$ 121 billion in the year 2013. During this periodReal Estate contribution to India’s gross domestic product (GDP) is estimated toincrease to about 13 percent on the back of increasing industrial activity improvingincome level and urbanization.

The entry of major private players in the Education Sector has created vastopportunities for the Real Estate Sector. Emergence of nuclear families and growingurbanisation has given rise to several townships that are developed to take care of theelderly. Real Estate in India is being recognized to drive the economic growth engine ofthe Country. The Sector if channelised properly could catapult the growth of severalother sectors in India through its backward and forward linkages. Your Company has atpresent projects under various stages of implementation across residential commercialretail and others. It focuses on mixed use development particularly in residentialprojects and has a leading position in the housing segment particularly in key cities innorthern India. Within the residential asset class the projects of the Company range fromlarge-scale integrated townships to mixed use and stand-alone detached single and grouphousing as well as serviced plots. Your Company continues to follow the strategy ofdeveloping integrated townships in key cities in North India.

Townships

The housing industry of India has been one of the fast growing sectors. Over 49 yearsyour Company has developed and continues to develop world-class residential townshipscomplexes giving facilities to its customers stakeholders and investors while giving anew dimension to the India infrastructure development.

Townships are the next big such thing in the Indian real estate development industry;it seems with a quiet growth in the number of township development projects that merge ina lot of things to make grand realty projects successful and sustainable. The Union Budget2015-16 has also mentioned that by 2022 Government aims to provide a roof for each familyin India. Roof for each family in India by 2022 will require 200 lakhs houses in urbanarea and 400 lakhs houses in rural area. The township development in India has enteredinto a growing trend. A trend that has played an essential role in opening the gates forthe development of integrated townships across the Country that offers their residents thequality lifestyle tailored to suit every budget. Your Company has pioneered and steeredsuch development and is already developing and promoting fully Hi-tech and integratedtownships in a significant manner.

Details of major projects / townships of your Company are discussed in ManagementDiscussion and Analysis Report which forms a part of this Annual Report.

NOTABLE ACCOLADES RECEIVED DURING THE YEAR

Shri Sushil Ansal Chairman of the Company has been conferred with the followingAccolades: "Lifetime Achievement Award" from Golden Peacock Award."Lifetime Achievement Award" at Estate Avenues 3rd North India Award

Awarded as one of the "10 Most Visionary Business leader" by Dainik JagranGroup. Your Company/Group has been conferred the following Awards:

Ansal University has been awarded the best "Hotel Management course in India withInternational Tie-up Vatel" "ESENCIA" at Gurgaon has been awarded "3Star Rating" by GRIHA(Green Rating for Integrated Habitat Assessment). Country Inn& Suites Ajmer has received an award for "Excellent Performance" in thecity by Goibibo.

Company has been awarded a Certificate of Appreciation by ‘New & RenewableEnergy Development Agency’

Govt. of Uttar Pradesh and CII for Roof Top Solar Panels installed by us at AnsalPlaza Greater Noida. "Developer of the Year Award" - Uttar Pradesh at EstateAvenues 3rd North India Award.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always been a committed organisation in working towards a socialcauses and meeting the societal expectations and thus ushering in cooperativerelationship. With this very notion in mind the Company now seeks to extend its supporttowards community service with a public spirited approach by enhancing the quality of lifein the fieldof healthcare learning and basic infrastructure facilities to theunderprivileged. Through its CSR initiatives your Company wishes to create a community ofgoodwill thus enabling itself to reinforce a positive and socially amicable corporateentity.

Your Company aims to actively contribute towards a healthy and harmonious environmentin the society and communities around its areas of operation. This allows your Company toenhance corporation from the society it caters.

The Corporate Social Responsibility Committee constituted by the Board of Directors(‘Board’) on the 07th February 2014 is in consonance with the requirements ofthe Section 135 of the Companies Act 2013 and its Rules. The said CSR Committee has beenentrusted with the responsibility of formulating and recommending to the Board aCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company monitoring the implementation of the framework of the CSRPolicy and the amount to be spent on CSR activities. In this regard following therecommendation of the said Committee the Board has approved the CSR policy on the 16thMay 2015 which is also available on the website of the Company i.e.http://www.ansalapi.com/wp-content/uploads/2014/12/Corporate-social-responsibility-policynew.pdf

The Composition of the said Committee and other particulars are mentioned in theCorporate Governance Report which forms part of this Annual Report.

As part of its existing Corporate Social Responsibility (CSR) your Company has sincelong supported the under-privileged and socially and economically backward sections of thesociety. This can be seen from many of its social projects in terms of setting up ofschools health care facilities old age care homes and affordable homes for weakersections. Your Company collaborates with social charitable and NGOs which are similarlyengaged in pursuit of upliftment of under-privileged sections of the society.

Annual Report on the Corporate Social Responsibility Activities for the Financial Yearended on the 31st March 2016.

The CSR report for the financial year ended 31st March 2016 is attached asAnnexure– A to the Directors’ Report

A. EDUCATION

Education imparts not just knowledge but a sense of perception patience and mostimportantly nurtures an individual’s evolution for the future. The key factorknowledge is at core of all development efforts in advancing economic and social wellbeing in an emerging nation like India.

Your Company through its associates/ Trust has ushered in the field of education andhas built eminent institutes like:

Chiranjiv Bharti Schools

Your Company under the aegis of Chiranjiv Charitable Trust (CCT) set up in 1976 hasbeen running two Chiranjiv Bharti schools in Gurgaon one in Palam Vihar and the other inSushant Lok . CCT has entrusted the running and management of these schools to some otherreputed charitable organisation w.e.f. April 2016. Currently over 3500 students arestudying in these schools.

Ansal University

Chiranjiv Charitable Trust (CCT) has setup a University called "AnsalUniversity" under the Haryana Private Universities Act 2006. Ansal University isdedicated to its mission to nurture scholars who will contribute to society by advancingknowledge and imparting it to new generations of students.

The University has established various schools with a focus on Architecture DesignEngineering & Management supported by Applied Sciences Computer ApplicationsHumanities and Languages & International Studies. A few unique features of theUniversity are - contemporary curriculum relevant pedagogy emphasis on soft skills &trans- disciplinary learning (TDL) by all students across various disciplines.

More than 1000 students in different programmes were admitted in the session 2015-16which is a testimony to the acceptance of the quality education being provided by AnsalUniversity.

The students having gone through the transcendental education model have come to theinternational benchmarks of quality education and are fast turning into all-roundedprofessionals for holistic perspective towards industry and academics.

Brief for various disciplines being taught at University are:

Sushant School of Art & Architecture (SSAA):- Conceived with the objective ofcombining traditional Indian aesthetics and mode of urban planning with the needs of amodern city space; SSAA not only fulfils this but also goes beyond and set its ownparadigm. SSAA has completed 25 years of its existence and it has been recognised as oneof the top three schools of architecture in the Country.

SSAA has associations with a number of international universities and institutions suchas Massachusetts Institute of Technology AA School London University of Bath DeakinUniversity Illinios Institute of Technology Chicago Lawrence Technology UniversityAristotle University University of British Columbia University of Melbourne. Theseinternational relationships ensure that SSAA is always in dialogue with world designcommunity. Sushant School of Designs:- Its curriculum is planned and progressedkeeping in mind the individual’s potential and abilities for pursuing the courses ofinterior designing fashion and textiles designing product designing and visualcommunication.

School of Engineering and Technology:- It is focussing on renewal energiesdesign and development of sustainable products and processes to enhance manufacturing andits productivity affordable health care systems and services future cities and newmaterials in bio medicine and cooling. It offers courses on computer science engineeringelectronics electrical and communication engineering mechanical and civil engineering. Schoolof Management Studies:- It offers management education with futuristic outlook.Courses include on real estate management health care management international businessspecialisation in retail insurance tourism marketing finance hotel management andcatering technology.

School of Tourism and Hotel Management:- It has been setup in partnership withWorld’s No. 1 Hospitality School VATEL from France. The school is offering courses inHotel Management and Catering Technology.

School of Skill and Entrepreneurial Development:- It has been set-up with theobjective to up-grade skills of unemployed youth to facilitate the supply of skilledmanpower ready to work in Industry. Imparting skills under partnership with NSDC willhelp the unemployed particularly the dropout youths in getting job – employment orself employment. SSED will organize on the job training through placement at the Companiesunder the National Employment Enhancement Mission (NEEM) of AICTE to enhance theemployability of the students.

Ansal Institute of Technology & Management Lucknow

Ansal Institute of Technology and Management (AITM):- Ansal Technical Campus at SushantGolf City Lucknow has been set up by the Sushil Ansal Foundation. Affiliated to GautamBuddh Technical University Lucknow it is one of the premier institutions in the field oftechnical and management education and the only Institute in the region approved by theAICTE to conduct International Twinning Program B. Tech. (Electrical & ComputerEngineering) both at undergraduate and postgraduate levels in engineering in foreigncollaboration with Valparaiso University and in association with G. B. TechnicalUniversity Lucknow. The objective of the Institute is to generate creative professionalswho can contribute not only to the human resource development but also to the Nationbuilding exercise.

B. RESEARCH & RESOURCES CONSERVATION

Your Company recognizes the relationship of business sustainability with resourcesmanagement and is committed to supervise and conserve the amount of water and electricityused across its project sites at the time of construction. It has installed Solar PowerPlants at some of its location with view of generating clean energy for internalconsumptions. Scientific Research Program In this era of technological advancementthroughout the World there is need for development of new technologies. Therefore yourCompany has undertaken scientific research innovations in the field of Solar Energythrough a project.

In India there is a wide gap between the peak and base demand for electricity leadingto load shedding in rural areas. The small auxiliary power plants being set up by theGovernments are based on gas and oil which make them cost inefficient. The solar thermalsystems can provide very efficient and cost effective alternative for meeting demands.This Project of your Company is expected to give benefits to the entire Society by way ofavailability of sustainable and clean energy with reasonable costs.

In order to create awareness amongst employees towards environment and resourcesconservation your Company organises various camps and has been anchoring greeninitiatives on a regular basis. The projects of your Company have integrated environmentprotection up gradation conservation water harvesting and plantation of trees etc. asa part of the sustainable development.

C. DAY CARE CRCHE FACILITIES AT PROJECT SITES

Your Company through an NGO- ‘Mobile Crches’ strives to ensure a healthyand secure childhood for children through quality day care programmes aimed at holisticdevelopment. This further creates favorable conditions for Women to work at theCompany’s project sites by providing them the necessary day care support for theirchildren and providing opportunities for basic schooling skills. Day care programs run foreight hours six days a week for children as young as newborns to 12 year old withtrained experienced and caring staff.

D. COMMUNITY DEVELOPMENT INITIATIVES

Your Company strongly believes in contributing to and investing in communities in andaround its project sites. Under this endeavour several initiatives have made a lastingimpact on the economic environmental and social conditions of local people. Some suchinitiatives are: Tree plantations Adoption of villages connected to project sites of theCompany Construction of roads sanitation facilities and temples Provision of electricityProvision of employment Sponsorship of Vocational Training Programmes Blood Donation CampsProvision of health facilities to poor people

E. HEALTHCARE

Diya India Foundation:- This NGO is engaged for betterment of weaker sections ofsociety. Your Company through this trust has been supporting primary school education tothe underprivileged children from the slum clusters. Today the foundation has two schoolbuildings - Chetan Vidya Mandir and Chetan Playway School. It is also being planned toconduct regular basic healthcare facilities with assistance in medicines to those in needin villages that have no access to the hospital facility.

Shanti Sahyog:- This NGO is engaged in carrying out its health care and vocationaltraining programmes in and around Delhi for more than the last six years. Help has beenextended to Shanti Sahyog in renovating and re-starting a dysfunctional health centre inKalkaji New Delhi. The health centre provides free preventive and curative health carewith a focus on women’s health. It caters to more than 850 families that reside inthe nearby slum areas in addition to those living in poverty and deprivation in areas inand around Kalkaji. This health centre also supports a vocational training centre wherewomen are taught income generating skills by professional teachers such as tailoringdesigning and embroidery to make them economically self reliant.

Village Kahma in Punjab:- The welfare and social upliftment of this village and thesurrounding areas has been undertaken through Kahma Welfare Committee a nonprofitableorganization set up for this purpose. This initiative has been in progress fordecades. A hospital in Kahma–Hansraj Government Hospital - in the name of Late Sh.Hans Raj – grandfather of Shri Sushil Ansal has been set up. The Welfare Committeehas been working well in providing medical support to the villagers of Kahma in Punjab andadjoining villages with the support from your Company. Specialized eye camps are organizedevery year and many are getting benefitted through camp facility.

F. HOUSING FOR ECONOMICALLY WEAKER SECTIONS (EWS) OF THE SOCIETY

More than three thousand plots for Economically Weaker Sections of the society intownships of the Company are in the process of development. The plots were allottedthrough open public lottery system at highly subsidised rates with easy interest freeinstalments. The affordable homes are being developed in the projects in Uttar Pradesh andRajasthan and it is also proposed to further add to above tally of dwelling units in theaffordable housing category in the next few years.

G. SENIOR CITIzEN HOME

A plot of 1000 sq. m. has long since been donated to establish a Senior Citizen’sHome in Palam Vihar Gurgaon. Free technical and engineering support was provided to buildthis home called Chiranjiv Karam Bhoomi. Several senior citizens are staying in this homewhich is being run by Divya Chaya Trust comprising Smt. Kusum Ansal and other members ofthe Trust.

H. PROMOTION OF LITERATURE

Kusumanjali Foundation another social and literary initiative of your Company anon-profit making company is promoting literary works of budding writes in Hindi and otherregional languages. Kusumanjali Foundation is established by Dr. (Mrs.) Kusum Ansal thewell known writer and supported by your Company.

The Foundation has instituted an Annual Award titled "Kusumanjali SahityaSamaan" to honour the creative writers under whose auspices it has felicitated theliterary contribution of two eminent writers one each in Hindi and one regional language.Every year the Foundation will as enunciated honour the literary works written in Hindiand other regional languages. The award winners will also receive a cheque of Rs. 250000the citation a shawl and the award statue.

Your Company has launched SAMVAD – a literary charitable organisation. It providesan opportunity for creative writers where their literary works are discussed and analysed.Your Company’s social and charitable initiatives have been giving support for morethan twenty years. A collection of the selected works of the members of the Samvad hasbeen compiled into a book for dissemination to public and creative fraternity.

I. PROMOTION OF RELIGIOUS AND SPIRITUAL ACTIVITIES

Ethics and principles which are immensely deep rooted in the philosophy ofspiritualism and religious inclinations are valued. Contributions have been made toreligious and spiritual activities from time to time. An extended portion of ChhattarpurTemple in Delhi has been built. Earlier a donation of five acres of land has been made toISKCON where a spiritual learning centre and the construction of temple are already inprogress.

AUDIT COMMITTEE

The composition of the Audit committee is covered under the Corporate Governance Reportwhich forms the part of this Annual Report. All the recommendations made by the AuditCommittee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control system. In this regardthe Board of Directors at their meeting held on the 11th February 2015 have alsonoted/approved the policies and procedures adopted by the Company for ensuring an orderlyand efficient conduct of its business including adherence to Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

SUBSIDIARY COMPANIES

During the Financial Year 2015-16 your Company has not done any direct investment inthe securities of other companies. However Ansal Colours Engineering SEZ Ltd. (ACESL)which is subsidiary of the Company has purchased 50% Equity Share Capital of M/s. AnsalSeagull SEZ Developers Limited (ASSDL) consequently the Company along with its SubsidiaryACESL controls more than 50% of the share capital of ASSDL thus ASSDL has become theSubsidiary of the Company.

Accordingly as on the 31st March 2016 the number of subsidiaries of the Company hasincreased from sixty seven (67) to sixty eight (68).

During the Financial Year no Company has ceased to be a subsidiary of the Company.However the following Companies ceased to be Joint venture/ Associate of the CompanyCompanies ceased to be Joint Venture of the Company:

1. Ansal Mittal Township Private Limited

2. Ansal Seagull SEZ Developers Limited

Companies ceased to be Associates of the Company:

1. Star Estates Management Limited

2. Ansal API Power Limited

3. Ansal API Affordable Homes Limited

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of Financial Statements of subsidiaries and joint venture inForm AOC-1 is provided at the end of the Consolidated Financial Statement and hence notrepeated in the Directors’ Report. Pursuant to the provisions of Section 136 of theCompanies Act 2013 separate Audited Financial Statements in respect of each of thesubsidiaries and joint venture companies shall be kept open for inspection at theRegistered Office of the

Company during working hours (9.00 A.M to 5.45 P.M.) for a period of 21 days before thedate of the Annual General Meeting. Your Company will also make available these documentsupon request by any Member of the Company interested in obtaining the same. The separateAudited Financial Statements in respect of each of the subsidiaries and joint venturecompanies is available on the website of your Company at www.ansalapi.com A Policyon Material Subsidiary Companies has been formulated and the same available on the websiteof the Company i.e. http://www.ansalapi.com/apil-criteria-and-policies/ BOARD MEETINGS

During the Financial Year under review 4 (four) meetings of the Board of Directorswere held on 16th May 2015 11th August 2015 09th November 2015 and 11th February2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Change in Directorship

During the Financial Year under review there has been no change in the directorship ofthe Company.

Change in Company Secretary and Compliance officer

Shri Abdul Sami Assistant Company Secretary has been appointedasCompanySecretaryandComplianceOfficerof the Company w.e.f. 01st September 2015 in placeof Shri Amitav Ganguly who has left services of the Company from the closure of workinghours on the 31st August 2015.

Appointment of Chief Financial Officer

Shri Sunil Kumar Gupta acting Chief Financial Officer has been promoted/re-designated as Vice President (Finance & Accounts) & CFO of the Company w.e.f.the 01st February 2016.

Retiring by Rotation and Re-appointment of Director

In terms of Section 152 of Companies Act 2013 ("the Act") not less than2/3rd of the total number of Directors of a Public Companyshallbepersonswhoseperiod officeasDirectors is liable to determination by retirement by rotation and out of such numberof Directors 1/3rd nos. of Directors shall retire from office at every Annual GeneralMeeting. The Independent Directors are to be excluded from the calculations of rotationaland non-rotational Directors.

In view of the provisions of the Articles and Asociation of the Company Companies Act2013 and Rules framed there under and in compliance thereto out of total 9 (Nine)Directors of the Company 3 (three) Executive Directors shall be the persons whose periodof office is liable to determination by retirement of rotation and the balance 6 (six)directors are Independent Directors who are non rotational.

In terms of the said provisions of the Companies Act 2013 and its Rules and theArticles of Association of the Company Shri Sushil Ansal Chairman and Whole TimeDirector Shri Pranav Ansal Vice-Chairman and Whole Time Director and Shri Anil KumarJoint Managing Director and CEO of the Company are due to retire by rotation at theensuing AGM. Being eligible for re-appointment they offer themselves for re-appointment.The matter of re-appointing them are included in the Notice of this 49th Annual GeneralMeeting.

Declaration by Independent Directors

The Company has received the declarations from each Independent Director under Section149(7) of the Companies Act 2013 that he/she meets the criteria laid down under Section149(6) of the Companies Act 2013.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEE AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Companies Act 2013 Rules made there underand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 {ListingRegulations} (erstwhile Listing Agreement) Nomination and Remuneration Committee at theirmeeting held on 12th August 2014 had laid down the criteria for performance evaluation ofBoard and Independent Directors which was also approved by the Board of Directors.

Accordingly the Annual Performance Evaluation of the Board its Committees and eachDirector was carried for the Financial Year 2015-16.

Structured questionnaires were prepared covering various aspects of the functioning ofthe Board its Committees and Individual Directors which inter-alia included diversityof experience appropriate composition monitoring of compliances with respect to laws& regulations demonstration of worthiness proactiveness in addressing issuesconsideration of Internal Audit Report Management Responses attendance at the meetingsetc.

The members of Board have carried out the evaluation of the Board as a whole itsCommittees and of their peer Board members.

The Non-Executive Independent Directors without the presence of Executive Directors(i.e. Non-Independent Directors) and any member of Company management at their meetingheld on the 11th February 2016 had reviewed/assessed/ discussed inter-alia (1) theperformance of Non-Independent Directors (Executive Directors viz. Chairman Vice Chairmanand Joint Managing Director and CEO) and the Board as a whole (2) the performance ofChairman after taking into consideration the views of Executive and Non-ExecutiveDirectors and (3) the quality quantity and timeliness of flowof information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties. The Nomination and Remuneration Committee at its meetingheld on the 11th February 2016 has carried out evaluation of every Director’sperformance and Board as a whole. The criteria for Performance Evaluation of Board &Independent Directors is also available on the website of the Company i.e. http://www.ansalapi.com/wp-content/uploads/2015/08/APIL-Criteria-for-Evaluation-of-ID-Board.pdfPOLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualification positive attributes independence of Directors andother matters provided under sub section (3) of Section 178 of the Companies Act 2013 isavailable on the website of the Company i.e.http://www.ansalapi.com/apil-criteria-and-policies/ CONTRACTS AND ARRANGEMENTS WITHRELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the FinancialYear with related parties were in the ordinary course of business and on an arm’slength basis. During the Financial Year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of Related Party Transactions.The transactions with Related Parties as per requirement of Accounting Standard No. 18 ofICAI are disclosed in Note No. 50 of Balance Sheet forming part of the Annual Report. Thedetails of the Related Party transactions and information are placed before the AuditCommittee and the Board of Directors from time to time in compliance with the ListingRegulations and Sections 177 and 188 of the Companies Act 2013 and its Rules.

A Policy on Related Party Transactions specifying the manner and criteria of enteringinto said transactions has been formulated and the same is available on the website of theCompany i.e. http://www.ansalapi.com/apil-criteria-and-policies/

RISK MANAGEMENT

The Risk Management Committee was constituted by the Board on the 14th May 2014 inconsonance with the requirements of the erstwhile Clause 49 of the Listing Agreement. TheBoard has approved the Enterprise Risk Management Policy for Risk Assessment and itsMinimization on the 16th May 2015 and the same is available on the Company’s websitei.e. http:// www.ansalapi.com/apil-criteria-and-policies/

However Risk Management Committee has been dissolved by the Board of Directors attheir meeting held on the 11th February 2016 pursuant to Regulation 21 of ListingRegulations the requirement to constitute Risk Management Committee being applicable onlyto Top 100 Listed entities determined on the basis of market capitalisation as at theend of the immediate previous Financial Year; the Company does not fall within theaforesaid criteria.

Audit Committee/ Board of Directors reviews the efficacy of the Enterprise RiskManagement process the key risks associated with the business of your Company and themeasures in place to mitigate the same. No risk has been identified in the Company whichmay threaten its existence.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the Companies Act 2013 andRegulation 22 of Listing Regulations (erstwhile Clause 49 of the Listing Agreement) theBoard of Directors have approved the Vigil Mechanism/ Whistle Blower Policy at theirmeeting held on the 12th August 2014.

In exceptional cases where the Whistle Blower due to the gravity and seriousness ofthe concern or grievance or due to his/ her being not satisfied with the outcome of theinvestigation and the decision he/she can have personal and direct access to theChairperson of the Audit Committee.

The status of the complaints under the Vigil Mechanism is placed before the AuditCommittee on a quarterly basis. During the year under review no complaint was received bythe Company under Vigil Mechanism/ Whistle Blower Policy.

The Policy on Vigil mechanism/ Whistle blower is available on the Company’swebsite i.e http://www.ansalapi.com/apil-criteria-and-policies/ AUDITORS ANDAUDITORS’ REPORT STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s S. S. Kothari Mehta & Company CharteredAccountants Firm Registration No. 000756N having their office at 146-149 TribhuvanComplex Ishwar Nagar Mathura Road New Delhi-110065 were appointed as the StatutoryAuditors of the Company by the members/shareholders at the Forty Eighth (48th) AnnualGeneral Meeting of the Company held on 30th

Fifty Third (53rd) AnnualSeptember2015forGeneral periodoffive Meeting of theCompany to be held in the year 2020. The said appointment is subject to ratificationby themembers/shareholders at every Annual General Meeting. The Board of your Company recommendsthe ratificationof appointment of M/s S.S. Kothari Mehta & Company CharteredAccountants as Statutory Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting (AGM) till the conclusion of the Fiftieth AGM of the Companyto be held in the year 2017 at a remuneration to be decided by the Board. The matter ofratification of appointment of Statutory Auditor is included in the notice of this 49thAnnual General Meeting.

No fraud has been reported by the Statutory Auditor of the Company in the course of theperformance of his duties as Auditor in terms of the provisions of Section 143(12) of theCompanies Act 2013 and it Rules.

Report

The Notes to Accounts forming part of Balance Sheet as at the 31st March 2016 andProfit & Loss Account for the year ended on that date referred to in theAuditors’ Report are self explanatory. However in terms of sub section (3f) ofSection 134 of the Companies Act 2013 ("the Act") the Management’sresponse/ explanations to certain observations/ qualifications appearing in the AuditorsReport on Accounts for the Financial year ended on the 31st March 2016 are as under: i)During the period under review the Company has not claimed any exemption under section 80IA of the Income Tax Act 1961. Exemption amounting to Rs. 3448 lakhs has been claimedupto the year ended 31st March 2011 under section 80 IA of the Income Tax Act 1961 beingtax profits arising out of sale of Industrial Park units pending the notification of thesame by Central Board of Direct Taxes (Competent Authority). The Competent Authority hasnot passed notification under section 80 IA (4) (iii) of the Act and hence rejected theapplication as filed by the Company against which Review Petition has been filed by theCompany before the Competent Authority. The Company has taken the opinion that the ReviewPetition as filed satisfies all the conditions specified under Industrial Park Scheme2008 being replaced under Industrial Park (Amendment) Scheme 2010 hence eligible fornotification under section 80 IA (4) (iii) of the Act. ii) The Auditors of the Companyhave drawn attention to the fact that the Company is carrying project inventory ofRs.18192 Lakhs for Group Housing Project in Greater Noida. The Greater Noida IndustrialDevelopment Authority (GNIDA) keeping in view the market conditions announced a Schemewhereby the developers have an option to accept project on a smaller piece of landequivalent to the amount paid and surrender balance project land subject to certainconditions. Pursuant to this Scheme a Surrender Deed for the balance project land hasbeen executed with GNIDA during the quarter ended December 2015. The management is of theview that there is no impairment in the value of land/ project.

Management response to the comments from the Statutory Auditors

The Company has since paid Rs 1191.97 lakhs out of total overdue of Rs. 1191.97 lakhstowards principle and interest outstanding to Banks and Financial Institutions as on theBalance Sheet date as mentioned in para viii of Annexure to the Auditors Report.

COST AUDITOR

In terms of the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 the Board of theDirectors of your Company at its meeting held on 11th August 2015 had appointed M/s J.D.& Associates Cost Accountants Firm Registration No. 101443 as the Cost Auditor ofthe Company for a term of 1(One) year to conduct the audit of Cost records of the Companyfor the Financial Year 2015-16. The Cost Audit Report does not contain any qualificationreservation or adverse remarks or disclaimer.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 and all other applicable provisions of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Board of the Directors of your Company at its meeting held on9th November 2015 had appointed M/s. APAC and Associates Company Secretaries inPractice CP No. 7077 for a term of 1(One) year to conduct the audit of Secretarial andrelated records of the Company for the Financial Year 2015-16. The Secretarial AuditReport for the Financial Year ended 31st March 2016 is annexed herewith marked as Annexure- B to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remarks or disclaimer.

LISTING INFORMATION

Equity Shares of your Company are listed on the National Stock Exchange of India Ltd.(NSE) Delhi Stock Exchange Association Ltd. (DSE) and BSE Ltd. (BSE).

Listing fee has been duly paid to all the Stock Exchanges for the Financial Year2015-16 except for the DSE whose recognition has been withdrawn by the SEBI on the 19thNovember 2014. Trading of the Equity Shares of your Company is not being carried out atDSE.

DISCLOSURES

Conservation of Energy and Technology Absorption

The information relating to Conservation of Energy and Technology Absorption asrequired to be disclosed under sub-section (3)(m) of the Section 134 of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is not applicable to yourCompany.

Foreign Exchange Earnings and Outgo

Information about the foreign exchange earnings and outgo as required to be givenunder sub-section (3)(m) of the Section 134 of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 is given as follows:-

(Rs. in Lakhs)
Sl. No. Particulars For the Financial Year ended on 31st March 2016 For the Financial Year ended on 31st March 2015
(i) Expenditure in Foreign Currency
Travelling expenses 37.39 17.33
Imported Materials 126.30 52.27
Purchase of Material 1.17 -
Professional Fee/Brokerage - -
Advertisement - 11.54
Architect Fee - 27.19
Membership Fee - 2.15
Repair & Maintenance - -
Refund to Customers - -
Total 164.86 110.48
(ii) Earnings in Foreign Currency
Sale of Flats/Plots/Farms etc. 24.22 29.89

PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendeddisclosures pertaining to remuneration and other details as required are provided in Annexure-Cto this Directors’ Report.

During the year under review 8(Eight) employees/directors were in receipt ofremuneration of Rs. 60 lakhs or more per annum or Rs. 5 lakhs or more per month ifemployed for a part of the year. In accordance with the provisions of Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the names and other particulars of Employees/Directors areprovided in the Annexure-D to this Directors’ Report.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a system of rules guidelinespractices and processes which not only enables it to operate in a manner that meets theethical legal and business expectations but also helps it to maximise stakeholders’value on a sustainable basis

A report on Corporate Governance together with certificate received from Shri VivekArora Company Secretary in Practice confirming the compliance with the provisions ofCorporate Governance as stipulated in Listing Regulations forms the part of this AnnualReport

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given separately and forms the part ofthis Annual Report.

SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Work Place (PreventionProhibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment . All employees of the Company (permanent contractual temporary & trainees) are covered in this Policy. Following is thesummary of sexual harassment complaints received and disposed off during the calendaryear:No. of complaints received: 2 No of complaints disposed off: 2

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is provided in Annexure-E to thisDirectors’ Report.

VARIOUS POLICIES/PROGRAMME/CRITERIA ETC.

In compliance with the Companies Act 2013 and Rules made there under Clause-49 of theListing Agreement and SEBI (LIsting obligations and Disclosure) Regulations 2015 yourBoard of Directors of your Company and its various Committees have approved the followingPolicies/Criteria/Programme at their various meeting held from time to time and the samehave also been available on the website of the Company i.e. www.ansalapi.com

1. Policy for Determination of Materiality of Events/Information

2. Policy on Preservation of Documents

3. Corporate Social Responsibility

4. Board diversity

5. Related Party Transactions

6. Remuneration of Directors Key Managerial Personnel & Other Employees

7. Criteria of making payment to Non Executive Directors of the Company

8. Material Subsidiary Companies

9. Criteria for Performance Evaluation of Board & Independent Directors

10. Code of Conduct for Directors (Including Independent Directors) and SeniorManagement 11. Vigil Mechanism/ Whistle Blower Policy 12. Safety of Women Employee 13.Familiarization Program for Independent Directors

14. Code of fair Disclosure and Conduct of Ansal Properties & Infrastructure Ltd.in terms of SEBI (Prohibition of Insider Trading) Regulations 2015 15. Enterprise RiskManagement 16. Policy on Archival of events and information.

Above Policies/Criteria/Programmes are reviewed from time to time as may be required.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Sub Section 3(c) of the Section 134 Companies Act2013 ("the Act") and based on the information provided by the ManagementDirectors hereby state that: i) in the preparation of the Annual Accounts for the yearended the 31st March 2016 the applicable Accounting Standards have been followed and nomaterial departures have been made from the same; ii) the Directors have selected suchaccounting policies and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as on the 31st March 2016 and of the profit of the Company for the year endedon that date; iii) the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; iv) the Directors have prepared the annual accounts on a ‘goingconcern’ basis; v) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and vi) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

ACKNOWLEDGMENT

Your Directors would like to express their sense of gratitude to:-

all the regulatory authorities including SEBI Stock Exchanges Ministry of CorporateAffairs Registrar of Companies and the Depositories. all the Bankers and FinancialInstitutions the Central and State Governments as well as their respective Departmentsand Development Authorities in India and abroad connected with the business of the Companyfor their co-operation and continued support. the shareholders depositors supplierscontractors and customers for the trust and confidencereposed by them in the Company.

Your Directors also appreciate the devoted teamwork and professionalism of theemployees of the Company and its Subsidiaries and the Group at all levels. The employeescontinue to remain the Company’s most valuable resources and their sustained hardwork has enabled your Company to successfully meet the challenges during the year underreview and that lie ahead.

Regd. Office: For and on behalf of the Board
115 Ansal Bhawan
16 Kasturba Gandhi Marg
New Delhi-110 001
CIN L45101DL1967PLC004759 (Sushil Ansal)
Date: 31st August 2016 Chairman & Whole Time Director
Place: New Delhi

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