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Ansal Properties & Infrastructure Ltd.

BSE: 500013 Sector: Infrastructure
NSE: ANSALAPI ISIN Code: INE436A01026
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VOLUME 24396
52-Week high 34.50
52-Week low 13.00
P/E
Mkt Cap.(Rs cr) 345
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 22.20
CLOSE 22.05
VOLUME 24396
52-Week high 34.50
52-Week low 13.00
P/E
Mkt Cap.(Rs cr) 345
Buy Price 0.00
Buy Qty 0.00
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 50th (Fiftieth) Annual Report along with theAudited Financial Statements of your Company for the Financial Year ended the 31st March2017.

COMPANY PERFORMANCE

Financial Highlights (Standalone)

(Rs in Lakhs)

Particulars For the year ended 31.03.2017 z For the year ended 31.03.2016
Sales & Other Income 68208.72 72000.81
Profit (Before Interest Depreciation 5579.72 7707.37
Exceptional Items and Taxes)
Less : Interest 3746.37 2913.28
Depreciation 386.56 574.14
Exceptional Items Nil 872.45
4132.93 4359.87
Profit Before Tax 1446.79 3347.48
Less : Provision for taxation 556.36 482.64
Profit After Tax carried to Balance Sheet 890.43 2864.84
Other Comprehensive Income (Net of Tax) 38.95 93.71
Add : - Surplus Profit brought forward from previous year Nil Nil
Disposable Profit Nil Nil
Appropriation :-
- Proposed Dividend including Dividend Tax Nil Nil
- Transfer to General Reserve Nil Nil
- Debenture Redemption Reserve Nil Nil
Surplus carried to Balance Sheet 929.37 2958.55

RESULTS OF OUR OPERATIONS

Net Profit for the Financial Year 2016-17 stood at Rs. 929.37 lakhs as against Rs.2958.55 lakhs in the Financial Year 2015- 16. The total turnover including other incomefor the Financial Year 2016-17 stood at Rs. 68208.72 lakhs as compared to Rs. 72000.81lakhs for the Financial Year 2015-16.

TRANSFER TO RESERVES

During the Financial Year under review no amount has been transferred to GeneralReserve.

CAPITAL STRUCTURE

During the Financial Year 2016-17 there has been no change in the capital structure ofthe Company.

DIVIDEND

The Board of Directors of your Company keeping in view the uncertanities in the realestate sector and so also the crucial need to conserve resources have decided not torecommend any dividend for the Financial Year 2016-17.

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 amended from time to time as on the 31st March 2017 are setout in the Standalone Financial Statements forming part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company for the Financial Year2016-17 have been prepared in accordance with the applicable provisions of Companies Act2013 Rules made thereunder Indian Accounting Standards (IND –AS) and the provisionsof SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 (hereinafterreferred to as the "Listing Regulations") and are forming part of this AnnualReport. The consolidated Financial Statements for the financial year ended on the 31stMarch 2017 are the Company’s firstIND-AS compliant annual consolidated financialstatements with comparative figures for the year ended on the 31st March 2016 which alsocomply with IND-AS. The date of transition is the 1st April 2015.

FIXED DEPOSITS

As on the 31st March 2017 fixed deposits stood at Rs. 13267 lakhs as against Rs.14180 lakhs in the previous year.

As already reported earlier the Company could not comply with the provisions ofSection 73 and other applicable Sections of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 and therefore the Company had w.e.f. the01st April 2014 stopped accepting/renewing fixed deposits. Since the Company was unableto make payments to its fixed deposit holders as per schedule mentioned in its FixedDeposit Schemes due to fund constraints arising out of downturn in the real estate marketa revised schedule of payment of fixed deposits was approved by the then Hon’bleCompany Law Board (CLB) New Delhi Bench vide its Order dated the 30th December 2014.

Subsequently fresh petition had been filed at Principal Bench of the National CompanyLaw Tribunal (NCLT) New Delhi for seeking further extension of time for repayment ofFixed Deposits (FDs) payable as there was no improvement in the real estate market.

In response thereto NCLT passed an Order dated the 20th December 2016 for repaymentof fixed deposits with certain conditions. At the next hearing dated the 13th January2017 a fresh proposal had been submitted by the Company before the NCLT in terms ofprevious Order dated the 20th December 2016 whereby up-to-date interest liability wasdirected to be liquidated by the Company on all fixed deposits and thereafter thePrincipal amount.

Thereafter at the various hearings held before the NCLT and at the last hearing held onthe 13th July 2017 NCLT has reviewed the status of its Order Compliance and passed anOrder extending the Scheme for further three (03) months after which the performance ofthe Company shall be reviewed by it for considering further extension.

The Company has made regular payments to the fixed deposit holders in compliance withthe fresh proposal approved by the NCLT till July 2017. The next date of hearing will beon the 15th November 2017.

The Company is complying with above NCLT Orders. Further provisions of Sections 73 to76 or any other relevant provisions of the Act whichever is applicable have been compliedby the Company.

Details relating to deposits covered under The Companies (Acceptance of Deposits)Rules 2014 for the Financial Year 2016-17 are as follows: ? Deposit acceptedduring the year: Nil ? All the deposits accepted before the 01st April 2014 are incompliance with the requirements 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 Year2016-17 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 Year2016-17.

Pursuant to its mission as well as in practice your Company is constantly striving tocreate world class solutions in real estate and uplift the quality of life. Over the fivedecades it has been engaged in the business of real estate in that process it has beenevolving as a professionally managed organization striving for excellence. It is one ofthe foremost real estate development companies in India with five decades of real estatedevelopment experience. During the last 50 years it had been and presently engaged in thefield of housing and real estate business covering development of Hi- Tech and integratedtownships and other large mixed-use and stand-alone developments in the residentialcommercial retail and hospitality segments with a focus on large-scale mixed usedevelopments particularly in residential projects. The business is being carried on bythe Company on its own as well as through various subsidiaries associates joint venturesand collaborations. As a well-known developer your Company has several landmark buildingsin Connaught Place (CBD of New Delhi) viz. Akash Deep Surya Kiran Vikas Minar AmbaDeep Statesman House etc. and it has established its brand image over long decades. Themajority of its projects are located in the NCR the States of Uttar Pradesh HaryanaRajasthan and Punjab.

Through Management’s Discussion and Analysis Report forming part of theDirectors’ Report your Board has tried to capture broader overview of the Globaleconomic scenario and the Indian economy situation and more particularly the Real EstateSector prevailing in the Country which have and shall have impact on the nature ofCompany’s business and generally in the class of business in which the Company hasinterest.

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

REAL ESTATE SECTOR

The real estate sector including construction is a pivotal cog of economic growth forIndia as it contributes the third highest share to the Indian economy and is also thethird largest employer (after agriculture and manufacturing). With forward and backwardlinkages to over 250 sectors and ancillary industries the real estate sector is thethird-highest contributor to the economy. The total market size of Indian real estate isestimated to have doubled since 2008 and reached about INR 07 lakh crore.

The construction sector’s share in the Indian GDP has stayed constant between 7-8per cent over the past five years. Owing to the impact of construction delays anddemonetisation which affected residential sales the growth in the sector remainedsluggish during 2016 and is expected to decline from 3.9 per cent to 2.9 per cent incoming years.

Real estate contribution to India’s gross domestic product (GDP) is estimated toincrease to about 13 per cent by 2028 on the back of increasing industrial activityimproving income level and urbanization.

The Indian realty attracted the second-highest Private Equity (PE) investments during2016 which increased by over 62 per cent year on-year to INR38000 crore. However theForeign Direct Investment (FDI) in construction development sector stayed subdued withonly INR470 crores worth of investment reported during January–September 2016. Thiswas primarily owing to foreign investors preferring quasi-debt route which is notcaptured in the FDI.

Your Company has at present projects under various stages of implementation acrossresidential commercial retail and others. It focuses on mixed use developmentparticularly in residential projects and has a leading position in the housing segmentparticularly in key cities in northern India. Within the residential asset class theprojects of the Company range from large-scale integrated townships to mixed use andstand-alone detached single and group housing as well as serviced plots. Your Companycontinues to follow the strategy of developing integrated townships in key cities in NorthIndia.

TOWNSHIPS

The housing industry of India has been one of the fastest growing sectors. Over 50years your Company has developed and continues to develop world-class residentialtownships complexes giving facilities to its customers stakeholders and investors whilegiving a new dimension to the India infrastructure development.

Townships have become the most sought after property destinations even though theproperties located there-in cost higher than the standalone properties. Complexes built inlarge area of lands with all facilities including schools hospitals shopping mallsgymnasium health spa provide the unique living experience that people demand these days.With these changes in consumer preferences it is but apparent that the townships are thenext big thing in the Indian real estate cities and movements with developmentindustry.tendency of significant Aslandprices show fluctuating basic infrastructures lag to balancewith increasing populace real estate property developers are building cities away fromthe city to facilitate better quality lifestyles.

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

• ? Your Company has been conferred the following Awards:

• ?? Ansal Plaza Khel Gaon has been awarded the "Retail Property of theYear at the "8th Realty Plu conclave and Excellent Awards".

? Sushant Golf City Lucknow has been awarded the "Green ChampionAward" by Indian Green Building Council.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always been a committed organisation in working towards social causesand meeting the societal expectations and thus ushering in cooperative relationship. Withthis very notion in mind the Company now seeks to extend its support towards communityservice with a public -spirited approach by enhancing the quality of life in the fieldofhealthcare learning and basic infrastructure facilities to the underprivileged. Throughits CSR initiatives your Company wishes to create a community of goodwill thus enablingitself to reinforce a positive and socially amicable corporate entity.

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 of the Section135 of the Companies Act 2013 and its Rules. The said CSR Committee has been entrustedwith the responsibility of formulating and recommending to the Board a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR Policy and the amountto be spent on CSR activities. In this regard following the recommendation of the saidCommittee the Board has approved the CSR policy on the 16th May 2015 (duly amended)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 2017.

The CSR report for the Financial Year ended 31st March 2017 is attached as Annexure– A to the Boards’ 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 usheredinthefieldof education and hasbuilt eminent institutes like:

? 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.

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 objectiveof combining traditional Indian aesthetics and mode of urban planning with the needs of amodern city space; SSAA not only fulfils this objective but also goes beyond and set itsown paradigm. SSAA has completed 25 years of its existence and it has been recognised asone of the top three schools of architecture in the Country.

SSAA has associations with many international universities and institutions such asMassachusetts 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 community.

Sushant School of Design’s:- 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.

School of Management Studies:- It offers management education with futuristicoutlook. Courses include on real estate management health care management internationalbusiness specialisation in retail insurance tourism marketing finance hotelmanagement technology . and catering

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 atSushant Golf City Lucknow has been set up by the Sushil Ansal Foundation. Affiliated toGautam Buddh Technical University Lucknow it is one of the premier institutions in thefield of technical and management education and the only Institute in the region approvedby the AICTE 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 Gautam Buddh 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 advancement throughoutthe World there is need for development of new technologies. Therefore Company hasundertaken a scientific research program to bring out innovations in the field of SolarEnergy Projects.

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 power demands. Thisproject of your Company shall yield benefits for the entire Society clubbed withavailability 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 etc. and plantation of treesetc. as a part of the sustainable development.

C. DAY CARE CRECHE FACILITIES AT PROJECT SITES

Your Company through an NGO- ‘Mobile Creches’ strives to ensure ahealthy and secure childhood for children through quality day care programs aimed atholistic development. 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 toproject sites of the Company ? Construction of roads sanitation facilities andtemples ? Provision of electricity ? Provision of employment ?Sponsorship of Vocational Training Programmes ? Blood Donation Camps ?Provision of health facilities to poor people

E. HEALTHCARE

? Diya India Foundation:- This NGO is engaged for betterment of weakersections of society. Your Company through this trust has been supporting primary schooleducation to the underprivileged children from the slum clusters. Today the foundation hastwo school buildings - Chetan Vidya Mandir and Chetan Playway School. It is also beingplanned to conduct regular basic healthcare facilities with assistance in medicines tothose in need in villages that have no access to the hospital facility.

? Village Kahma in Punjab:- The welfare and social upliftment of thisvillage and the surrounding areas has been undertaken through Kahma Welfare Committee anon profitable organization set up for this purpose. This initiative has been in progressfor decades. A hospital in Kahma–Hansraj Government Hospital - in the name of LateSh. Hans Raj – grandfather of Shri Sushil Ansal has been set up. The WelfareCommittee has been working well in providing medical support to the villagers of Kahma inPunjab and adjoining villages with the support from your Company.

Specialized eye camps are organized every year and many are getting benefitted throughcamp 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 has been established by Dr. (Mrs.) Kusum Ansalthe well-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 as enunciated honours the literary works written in Hindi andother 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 Delhihasbeenbuilt.Earlier fiveacres of land has been made to ISKCONwhere donationof 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 with reference tofinancial statements. In this regard the Board of Directors at their meeting held on the11th February 2015 have also noted/approved the policies and procedures adopted by theCompany for ensuring an orderly and efficient conduct of its business including adherenceto Company’s policies the safeguarding of its assets the prevention and detectionof frauds and errors the accuracy and completeness of the accounting records and thetimely preparation of reliable financial information.

SUBSIDIARY COMPANIES

During the Financial Year 2016-17 your Company has not done any direct investment inthe securities of other companies. However Delhi Towers Limited (DTL) which is a whollyowned subsidiary of the Company has purchased 3.95% paid up equity share Capital of M/s.Ansal Landmark Townships Private Limited (ALTPL) Joint Venture of your Companyconsequently the Company along with its Subsidiary (DTL) controls more than 50% of theshare capital of ALTPL thus ALTPL has become the Subsidiary of the Company. ALTPLsubsidiary of the company has invested more than 50% of the share capital in Ansal UrbanCondominiums Private Limited and Ansal Landmark (Karnal) Townships Private Limited (AnsalLandmark Karnal) therefore; these companies have also become the subsidiary of theCompany. Further Ansal Landmark Karnal has invested in the following companies thus byvirtue of provisions of section 2(87) of Companies Act 2013 all the following Companieshave also become subsidiaries of the Company:

1 Lilac Real Estate Developers Private Limited

2 Aerie Properties Private Limited

3 Arena Constructions Private Limited

4 Arezzo Developers Private Limited

5 Vridhi Properties Private Limited

6 Vriti Construction Private Limited

7 Sphere Properties Private Limited

8 Sia Properties Private Limited

9 Sarvsanjhi Construction Private Limited

Also Delhi Towers Limited wholly owned subsidiary of the Company has purchased morethan 50.01% paid up equity shares capital of Caliber Properties Private Limited (CPPL)thus the CPPL has become the subsidiary of the Company. Since CPPL and the Company holdingmore than 50% shares in Ansal Phalak infrastructure Private Limited {APIPL} thereforeAPIPL and its following wholly owned subsidiaries have also become the subsidiaries of theCompany:

1 Mannat Infrastructure Private Limited

2 Niketan Real Estates Private Limited

Accordingly as on the 31st March 2017 the number of subsidiaries of the Company hasincreased from Sixty Eight (68) to Eighty Four (84).

During the Financial Year 2016-17 no company has ceased to be a subsidiary. Howeverthe following companies ceased to be Joint venture of the Company as mentioned above :

1. Ansal Landmark Townships Private Limited

2. Ansal Phalak Infrastructure Private Limited

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of financial statements of subsidiary and joint ventureCompanies in Form AOC-1 is provided at the end of the Consolidated Financial Statement andhence not repeated in the Boards’ Report.

Pursuant to the provisions of Section 136 of the Companies Act 2013 separate auditedfinancial statements in respect of each of the subsidiaries and joint venture companiesshall be kept open for inspection at the Registered Office of your Company during workinghours (9.00 A.M to 5.45 P.M.) for a period of 21 days before the date of the AnnualGeneral Meeting of the Company. It shall also make available these documents upon requestby any member of the Company. The separate audited financial statements in respect of eachof the subsidiaries and joint venture companies is available on the website of yourCompany (www.ansalapi.com).

A Policy on Material Subsidiary Companies has been formulated (duly reveiwed) and thesame is available on the website of the Company i.e. http://www.ansalapi.com/wp-content/uploads/2015/08/APIL-Policy-on-Material-Subsidiary.pdfBOARD MEETINGS

During the Financial Year under review 4 (four) meetings of the Board of Directorswere held on 28th May 2016 31th August 2016 07th December 2016 and 07th February2017.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directorship

During the Financial Year under review there was no change in the directorship of theCompany however Smt. Archana Capoor B.Sc. MBA (DIN: 01204170) has been appointed asNon Executive Independent Woman Director of the Company by the Board for a term of 02years with effect from the 11th February 2015 subject to the approval of the Members byway of passing an Ordinary Resolution and whose appointment was approved by theshareholders at the Annual General Meeting held on the 30th September 2015. The tenure ofher appointment as Non Executive Independent Woman Director had expired on the 10thFebruary 2017.

The Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on the 07th December 2016 pursuant to the provisions ofSections 149 and 152 of the Act and the Companies (Appointment and

Qualification of Directors) Rules 2014 read with Schedule IV of the Act (including anystatutory modifications or re-enactment(s) thereof for the time being in force) and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)has appointed Smt. Archana Capoor (DIN: 01204170) as a Non-Executive Independent WomanDirector of the Company (not liable to retire by rotation) for a further period of 03(Three) consecutive years commencing from the 11th February 2017. The appointment issubject to your approval by way of passing a Special Resolution.

The matter of appointing Smt. Archana Capoor as a Non-Executive Independent WomanDirector is included in the Notice of this 50th Annual General Meeting.

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 Company shall be persons whose periodof office as Directors is liable to determination by retirement by rotation and out ofsuch number of directors 1/3rd nos. of directors shall retire from office at every AnnualGeneral Meeting (AGM). The Independent Directors are to be excluded from the calculationsof rotational and non rotational directors.

In view of the provisions of the Articles of Association of the Company the Act andRules framed thereunder and in compliance thereto out of total 9 (Nine) Directors of theCompany 3 (three) Executive Directors shall be the persons whose period of office isliable to determination by retirement of rotation and the balance 6 (six) directors areindependent directors who are non- rotational.

In terms of the said provisions of the Act and its Rules and the Articles ofAssociation of the Company Shri Sushil Ansal Chairman and Whole Time Director ShriPranav Ansal Vice-Chairman and Whole Time Director and Shri Anil Kumar Joint ManagingDirector and CEO of the Company are due to retire by rotation at the ensuing AGM. Beingeligible for reappointment and they offer themselves for re-appointment. The matters ofre-appointing them are included in the Notice of this 50th Annual General Meeting.

Brief profile of the directors proposed to be appointed/re-appointed is annexed to theNotice convening AGM forming part of this Annual Report

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.

Appointment of Deputy Chief Financial Officer

Shri Amit Khatri General Manager (Accounts) has been appointed / re-designated asGeneral Manager (Accounts) & Deputy

Chief Financial Officer of the Company w.e.f. the 31st August 2016. He is deemed to bea Key Managerial Personnel (KMP) along with Chief Financial Officer (CFO)

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Companies Act 2013 Rules made thereunder andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) Nomination and Remuneration Committee at their meeting held on the 12thAugust 2014 had laid down the criteria for performance evaluation of the Board itsCommittees and 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 2016-17.

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 Independent Directors without the presence of Executive Directors (i.e.Non-Independent Directors) and any member of Company management at their meeting held onthe 07th February 2017 had reviewed/assessed/ discussed inter-alia (1) the performanceof Non - Independent Directors (Executive Directors viz. Chairman Vice Chairman and JointManaging Director and CEO) and the Board as a whole (2) the performance of the Chairmanafter taking into consideration the views of Executive and Non-Executive Directors and (3)the quality quantity and timeliness of flow of information between the

Company Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The Nomination and Remuneration Committee at its meeting held on the 07th February2017 has carried out evaluation of every Director’s performance and Board as a whole.

The criteria for Performance Evaluation of Board & Independent Directors (dulyreviewed) 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(duly reviewed) is available on the website of the Company i.e. http://www.ansalapi.com/wp-content/uploads/2015/08/APIL-Policy-on-Remuneration-Directors-KMP-Employees.pdfCONTRACTS AND ARRANGEMENTS WITH RELATED 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 year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe Policy of the Company on materiality of Related Party Transactions. The transactionswith Related Parties as per requirement of Indian Accounting Standard -24 are disclosed inNote No. 57c of Balance Sheet forming part of the Annual Report. The details of theRelated Party transactions and information are placed before the Audit Committee and theBoard of Directors from time to time in compliance with the Listing Regulations andSections 177 and 188 of the Companies Act 2013 and its Rules.

A Policy on Related Party Transactions (duly reviewed) specifying the manner andcriteria of entering into said transactions has been formulated and the same is availableon the website of the Company i.e. http://www.ansalapi.com/apil-criteria-and-policies/RISK MANAGEMENT

The Board has approved the Enterprise Risk Management Policy for Risk Assessment andits Minimization on the 16th May 2015 which has been duly reviewed and the same isavailable on the Company’s website i.e. http://www.ansalapi.com/wp-content/uploads/2015/08/RISK-MANAGEMENT-POLICY.pdf

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 the Board of Directors have approved the VigilMechanism/ Whistle Blower Policy at their meeting 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 (duly reviewed) is available on theCompany’s website i.e http://www.ansalapi.com/wp-content/uploads/2015/08/APIL-Whistle-Blower-Policy.pdf 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 September 2015 for a period of five yearsi.e. up to Fifty Third (53rd) Annual General Meeting the year 2020. The said appointmentis subject to ratification by the members/shareholders at every Annual General Meeting.The Board of your Company recommends the ratification of appointment of M/s S.S. KothariMehta & Company Chartered Accountants as Statutory Auditors of the Company to holdoffice from the conclusion of this Annual General Meeting (AGM) till the conclusion of theFifty firstAGM of the Company to be held in the year 2018 at a remuneration to be decidedby the Board (on the authority of the shareholders). The matter of ratification ofappointment of Statutory Auditor is included in the notice of this 50th Annual GeneralMeeting.

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 2017 andProfit & Loss Account for the year ended on that date referred to in theAuditors’ Report are self explanatory. However in terms of Clause (f) of subsection(3) of Section 134 of the Companies Act 2013 {the Act} the Management’s response/explanations to certain observations/ qualifications appearing in the Auditors Report onAccounts for the Financial year ended on the 31st March 2017 are as under:

(i) During the year under audit the Company has not claimed any exemption under section80IA of the Income Tax Act 1961. Exemption amounting to Rs 3448 Lakh has been claimed upto the year ended March 312011 continuing up to the end of current period under section80IA of the income Tax Act 1961 ("the Act") being tax profit arising out ofsale of Industrial park units pending the notification of the same by Central Board ofDirect Tax (Competent Authority). The Competent Authority has not passed notificationunder section 80IA (4) (iii) of the

Act andhence rejected the application as filled by the Company against which Reviewpetition has been filed by the Company before the Competent Authority. The Company hastaken the opinion that the Review petition as under Industrial Park satisfies filed(Amendment) scheme 2010 hence eligible for notification under section 80IA (4)(iii) ofthe Act.

(ii) The Company is carrying project inventory of Rs.11455 lakh (March 31 2016:Rs.18 192 lakh April 1 2015: Rs16 374 lakh) for Group Housing Project in GreaterNoida. The Greater Noida Industrial Development Authority (GNIDA) keeping in view themarket conditions announced a Scheme whereby the developers have an option to acceptproject on a smaller piece of land equivalent to the amount paid and surrender balanceproject land subject to certain conditions. Pursuant to this Scheme a Surrender Deed forthe balance project land has been executed with GNIDA. The Management is of the view thatthere is no impairment in the value of land/ project.

(iii) The matter regarding repayment of public deposits and interest thereon is underconsideration before the Hon’ble

National Company Law Tribunal North Delhi bench on an application filed by theCompany. As directed by Hon’ble Tribunal payments of Rs. 04 crores per month arebeing made towards interest as per revised schedule submitted by the Company along withRs. 15 lakh per month for hardship cases.

Management response to the comments from the Statutory Auditors

The Company has since paid approx. Rs. 2479 lakhs out of total overdue of approx. Rs.4355 lakhs towards principle and interest outstanding to Banks and Financial Institutionsas on the Balance Sheet date as mentioned in para viii of Annexure to the AuditorsReport.

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 31st August 2016 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 2016-2017. The Cost Audit Report does not contain anyqualification reservation 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 on31st August 2016 had appointed M/s. APAC and Associates LLP 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 2016-2017.

The Secretarial Audit Report for the financial year ended March 31 2017 is annexedherewith marked asAnnexure - B to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remarks or disclaimer.

LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd.(NSE) and BSE Ltd. (BSE).

Listing fee has been duly paid to NSE and BSE for the Financial Year 2016-17.

DISCLOSURES

??Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption asrequired to be disclosed under Clause (m) of sub-section (3) of Section 134 of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is notapplicable to your Company.

??Foreign Exchange Earnings and outgo

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

(Rs in Lakhs)
Sl. No. Particulars For the Financial Year ended on 31.03.2017 For the Financial Year ended on 31.03.2016
(i) Expenditure in Foreign Currency
Travelling expenses 25.22 37.39
Imported Materials - 126.30
Purchase of Material - 1.17
Total 25.22 164.86
(ii) Earnings in Foreign Currency
Sale of Flats/Plots/Farms etc. Nil 24.22

PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197(12) of the Companies Act 2013 (the"Act") read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended disclosures pertaining to remuneration andother details as required are provided in Annexure - C to Director’s Report.

In accordance with the provisions of Section 197(12) of the Companies Act 2013("the Act") read with Rules 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 the names of the top ten employees in terms ofremuneration drawn and the name employees/ directors who were in receipt of remunerationof Rs. 1.02 Crores or more per annum if employed for whole of the year or Rs. 8.5 lakhsor more per month if employed for a part of the year are provided in the Annexure -Dto Director’s 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 certificatereceived from Shri VivekArora (CP No. 8255) Company with Secretary in Practice confirming the compliance with theprovisions of Corporate Governance as stipulated Regulations forms the part of this AnnualReport.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report is given separately and forms the partof this 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 (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees of the Company (permanentcontractual temporary and trainees) are covered in this Policy.

Following is the summary of sexual harassment complaints received and disposed offduring the financial year:-

No. of complaints received : 1

No. of complaints disposed off : 1

During the Finacial Year 2016-17 1 (one) complaint was reported to ICC. ICC conducteda thorough investigation into the matter and concluded that there is no trace of sexualharassment in the incident and 2 (two) eye witnesses present also completely denied anysexual harassment made. ICC found no case of sexual harassment therefore complaint wasclosed in all respects.

EXTRACT OF ANNUAL REPORT

Extract of Annual Report of the Company are provided in the Annexure -E toDirector’s Report.

VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.

In compliance with Companies Act 2013 and Rules made thereunder Listing Regulationsand other applicable laws the Board of Directors of your Company and its Committee/s haveduly reviewed and amended the following Policies/ Criteria/ Programs at their meeting heldon the 12th August 2017 and the same are 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 Policy

4. Board Diversity Policy

5. Policy on Related Party Transactions

6. Policy on Remuneration of Directors Key Managerial Personnel & Other Employees.

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

8. Policy for 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. Familiarization Program for Independent Directors.

13. Code of fair Disclosure and Conduct of Ansal Properties & Infrastructure Ltd interms of SEBI (Prohibition of Insider Trading) Regulations 2015

14. Enterprise Risk Management.

15. Policy on Archival of Events and Information

REAL ESTATE (REGULATION AND DEVELOPMENT) ACT 2016

"THE REAL ESTATE (REGULATION AND DEVELOPMENT) ACT 2016" (RERA Act) has fullycome into force w.e.f 01st May 2017 among others for the regulation and promotion ofthe Real Estate Sector and to protect the interest of consumers in this sector. YourCompany has applied for registration for all ongoing Projects in the States of PunjabHaryana Uttar Pradesh and Rajasthan (where projects of the Company are located) eitherwhich have not received completion certificate or which are not exempted for registrationunder the Rules notified by the Real Estate Regulatory before the 31st July 2017.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

This is not applicable on the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of sub- section 3(c) Section 134 of the Act andbased on the information provided by the Management Directors hereby state that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March2017 the applicable Indian Accounting Standards have been followed and no materialdepartures have been made from the same;

ii) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on the 31st March 2017 and of theprofit of the Company for the financial year ended on that iii) the Directors have takenproper and sufficientcare for the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a ‘going concern’basis;

v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and vi) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

ACKNOWLEDGMENT

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

? all the regulatory authorities including SEBI Stock ExchangesMinistry of Corporate Affairs Registrar of Companies and the Depositories.

? all the Bankers and Financial Institutions the Central and StateGovernments as well as their respective Departments and Development Authorities in Indiaand abroad connected with the business of the Company for their co-operation and continuedsupport.

? the shareholders depositors suppliers contractors and customers forthe trust and confidence reposed 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 financialyear under review and that lie ahead.

Regd. Office: For and on behalf of the Board
115 Ansal Bhawan
16 Kasturba Gandhi Marg
New Delhi-110001
CIN L45101DL1967PLC004759 Sd/-
(Sushil Ansal)
Chairman & Whole Time Director
DIN: 00002007
Vishranti 26 Feroz Shah Road
New Delhi - 110 001
Date: 12th August 2017
Place : New Delhi