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Ansal Properties & Infrastructure Ltd.

BSE: 500013 Sector: Infrastructure
NSE: ANSALAPI ISIN Code: INE436A01026
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VOLUME 3469
52-Week high 22.37
52-Week low 7.75
P/E
Mkt Cap.(Rs cr) 195
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 13.00
CLOSE 12.45
VOLUME 3469
52-Week high 22.37
52-Week low 7.75
P/E
Mkt Cap.(Rs cr) 195
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 54th (FiftyFourth) Annual Report along with the Audited Financial Statements of your Company for theFinancial Year ended on the 31st March 2021.

COMPANY PERFORMANCE

Financial Highlights

(Rs. in Lakhs)

Particulars Consolidated Standalone
2020-21 2019-20 2020-21 2019-20
Sales & Other Income 91922.88 114525.00 76214.45 80982.75
Profit (Before Interest Depreciation Exceptional Items and Taxes) 7530.37 470.38 4732.07 (579.76)
Less : Interest 14048.79 16116.78 6625.17 8501.49
Depreciation 2335.67 2591.64 134.86 229.59
Exceptional Items 0.00 7106.37 0.00 9131.66
Profit(Loss) before Tax (8854.11) (25344.41) (2027.86) (18442.50)
Less : Provision for taxation (2278.10) 751.64 (54.35) 1932.02
Profit (Loss) after Tax carried to Balance Sheet (6575.95) (26096.06) (1973.61) (20374.52)
Share of Profit / (Loss) in Associates / Joint Ventures (8.87) (19.26) - -
Other Comprehensive Income (Net of Tax) 24.03 528.39 28.37 (967.54)
Add : - Surplus Profit brought forward from previous year - - - -
Disposable Profit - - - -
APPROPRIATIONS :-
-Proposed Dividend including Dividend Tax
-Transfer to General Reserve - - - -
- Debenture redemption Reserve - - - -
Surplus (Deficit) carried to Balance Sheet (6560.85) (26643.69) (1945.24) (21342.06)

RESULTS OF OUR OPERATIONS:

Standalone

Net Profit/ Loss for the year 2020-21 stood at Rs. (1945.24) lakhs asagainst loss of Rs. (21342.06) in the year 2019-20. The total turnover including otherincome for the year 2020-21 stood at Rs. 76214.45 lakhs as compared to Rs. 80982.75lakhs for the year 2019-20.

Consolidated

Net Profit/ Loss for the year 2020-21 stood at Rs. (6560.85) lakhs asagainst loss of Rs. (26643.69) in the year 2019-20. The total turnover including otherincome for the year 2020-21 stood at Rs. 91922.88 lakhs as compared to Rs. 114525.00lakhs for the year 2019-20.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer anyamount to the Reserves for the year under review.

CAPITAL STRUCTURE

During the Financial Year 2020-21 there has been no change in thecapital structure of the Company.

The Board of Directors (Board) at its meeting held on the 18thDecember 2020 subject to the approval of the shareholders had approved the proposal ofissue and allotment of 50010000 (Five Crores and Ten Thousand) nos. of Warrantsconvertible into equivalent nos. of Equity shares (i.e. one fully paid up Equity shareupon conversion of every one Warrant held) of a face value of Rs. 5/- (Rupees Five) eachof the Company ("Warrants") at an exercise price of Rs. 7/- (including apremium of Rs. 2/-) per Equity share ("Exercise Price") to Non-Promoters(Public) by way of preferential issue on a private placement basis in one or moretranches in compliance with Chapter V of the SEBI (Issue of Capital and DisclosureRequirements) Regulations 2018 as amended from time to time (ICDR Regulations).Shareholders' approval was received on the 18th January 2021 by way of postal ballot.

However the Directors Committee which was authorised in this respectat their meeting held on the 30th January 2021 had unanimously decided not to proceedwith the allotment under the said Preferential issue since the objective of thePreferential issue had become infructuous on account of receipt of subscriptionapplication from only 01(one) of the proposed allottees during private placement offerperiod.

The Paid up Share Capital of the Company as on the 31st March 2021 isRs. 787024 380 divided into 157404876 Equity shares of Rs. 5/- each.

DIVIDEND

The Board of Directors of your Company keeping in view the loss in theFinancial Year 2020-21and continued uncertainties in the Indian real estate sector and soalso the imperative need to conserve resources has decided not to recommend any dividendfor the said financial year.

DISCLOSURE ON MATERIAL IMPACT OF COVID-19 PANDEMIC ON THE BUSINESS ANDOPERATIONS OF THE COMPANY

The multiple waves of Coronavirus outbreak has infected millions ofpeople worldwide. Simultaneously it has disrupted industries trade and business cyclesthus halting global economic activity significantly.

The World Health Organization declared the Coronavirus disease(COVID-19)as global pandemic on the 11th February 2020. To prevent the rapid rise ofinfections governments of almost all countries severely restricted travel mandatedextreme 'social distancing' measures and reduced demand supply chains to only those thatare 'essential'.

This health crisis during the second wave of Covid-19 is having afurther severe impact on business and operations of the Company.

The impact of Coronavirus on the Indian real estate sector was stiflingto the point that it brought property transactions to a near-halt when the nation wentinto a complete lockdown between March to June 2020. The market has taken several stridestowards recovery after first lockdown and just when it seemed the revival was not far theCountry has been struck by yet another wave of Covid- 19 this time far more fatal. Thereal estate sector is likely to face a tough time for the next few quarters and thesector's recovery has been pushed further away by at least a couple of years.

Unfortunately due to multiple waves of COID -19 the Financial years2020 and 2021 seem to be different. Country-wide lockdown has halted all activities. Asevident project sites are shut site visits have stopped and construction activity hascome to a grinding halt eventually reducing demand of housing sales delayed projectcompletion timelines and softened rentals for commercial real estate.

The real estate sector is facing an acute working capital crisis whichis essential to keep the business moving. The sector has pinned its hopes on Governmentintervention to salvage the loss created by the COVID 19 crisis with its substantialfiscal stimulus to get the growth trajectory back on track.

LOANS GUARANTEES AND INVESTMENTS

Details of loans guarantees and investments under the provisions ofSection 186 of the Companies Act 2013 (the Act) read with the Companies (Meetings ofBoard and its Powers) Rules 2014 as amended from time to time as on the 31st March2021 are set out in the Standalone Financial Statements forming part of this Annualreport.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company for theFinancial Year 2020-21 have been prepared in accordance with the applicable provisions ofCompanies Act 2013 Rules made there under Indian Accounting Standards (IND -AS) and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 asamended ("Listing Regulations") and are forming part of this Annual Report.

FIXED DEPOSITS

As on the 31st March 2021 fixed deposits stood at approx. Rs. 91.56crores as against Rs. 93.27 crores in the previous year.

As already reported earlier the Company could not comply with theprovisions of Section 73 and other applicable Sections of the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014 and therefore the Company hadw.e.f. the 01st April 2014 stopped accepting/renewing fixed deposits.

Since the Company was unable to make payments to its fixed depositholders as per schedule mentioned in its Fixed Deposit Schemes due to fund constraintsarising out of continued and severe downturn in the real estate market a revised scheduleof payment of fixed deposits was approved by the then Hon'ble Company Law Board New DelhiBench (CLB) vide its Order dated the 30th December 2014.

Subsequently fresh petition/s had been filed at Principal Bench of theHon'ble National Company Law Tribunal (NCLT) New Delhi for seeking further extension oftime for repayment of Fixed Deposits (FDs) payable as there was no improvement in the fundposition of the Company and the real estate market continued to remain criticallydepressed.

In response thereto NCLT passed Order/s for repayment of fixeddeposits with certain conditions.

Due to ongoing liquidity problems arising out of Covid-19/Lockdown andcontinuous downturn in the real estate sector the Company has filed another applicationbefore the NCLT providing the status of its FD over dues and among others requestingNCLT to reduce monthly payments of fixed deposits and its rate of interest.

In compliance to the NCLT Order dated the 09th October 2020 noticewas published in the newspaper viz. The Times of India The Hindu and the Navbharat Timeson the 20th October 2020 and individual notice was also given to all investors / fixeddeposit holders to enable them to know about the aforesaid prayers and to file theirobjections if any. Objection/s filed by some of the fixed depositors were noted by theNCLT. The next date of hearing before NCLT is the 09th September 2021.

Further provisions of Sections 73 to 76 or any other relevantprovisions of the Act whichever is applicable are being complied by it except the Companyhas not maintained the liquid assets as required under Section 73(2) of the Companies Act2013 and the Companies (Acceptance of Deposits) Rules 2014 for which the company hasreceived the exemption from NCLT till 2020-2021.

Details relating to deposits covered under the aforesaid Rules are asfollows:

Deposit accepted during the year: Nil

Deposit accepted before the 01st April 2014 is in compliance with therequirements of the Companies Act 1956 and Rules there under.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

No Material changes and commitments have occurred between the end ofFinancial Year 2020-21 and the date of this Report which could affect the financialposition of the Company except as discussed herein.

DEVELOPMENT IN BUSINESS OPERATIONS / PERFORMANCE

There has been no change in Nature of Business of the Company duringthe Financial Year 2020-21.

Your Company is constantly striving to create world class solutions inreal estate and uplift the quality of life. Over the five decades it has been engaged inthe business of real estate in various facets and in that process it has been evolving asa professionally managed organization striving for excellence.

During the last 54 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 andcollaborations etc. The projects of your Company are located in the Delhi National CapitalRegion the States of Uttar Pradesh Haryana Rajasthan and Punjab.

Through Management's Discussion and Analysis Report forming part of theDirectors' Report your Board has endeavoured to provide a broad overview of the Globaleconomic scenario and the Indian economy situation and more particularly the status of thereal estate sector prevailing in the Country which have and shall have an impact on thenature of the Company's business and generally in the class of business in which theCompany has interest.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016 ALONG WITHSTATUS

The Company had received an Order no (IB)- 2584(ND)2019 in the matterof Ashok Tripathi & others vs. M/s. Ansal Properties and Infrastructure Ltd. (Company)dated the 17th March 2020 passed by Hon'ble National Company Law Tribunal (NCLT) NewDelhi Bench Court-II in respect of initiation of Corporate Insolvency Resolution Process(CIRP) against the Company. In view of the order Mr. Amrapal has been appointed as anInterim Resolution Professional (IRP) having IBBI Registration No.IBBI-/IPA-001/IP-P01584/2018-19/12411 (Email: amarpal@icai.org). The Company filed anappeal against the aforesaid order before the Hon'ble National Company Law AppellateTribunal (NCLAT) which was partly heard on the 19th March 2020 and the 20th March 2020.

In terms of the NCLAT Order dated the 20th March 2020 an InterimResolution Professional was to continue with the Corporate Insolvency Resolution Processlimited to "UPRERAPRJ 7108' and 'UPRERAPRJ 7040' Projects of the Company at Lucknowand shall not constitute the 'Committee of Creditors' till the next date of hearing.Thereafter the detailed arguments took place in this matter before the NCLAT and theOrder was passed on the 14th August 2020 in terms of which the impugned order dated the17th March 2020 initiating Corporate Insolvency Resolution Process against CorporateDebtor (Ansal Properties & Infrastructure Limited) was declared illegal and set aside.

Also an Order no (IB)-85(ND)2021 in the matter of M/s. G.K CrystalHomes vs. Ansal Lotus Melange Projects Private Limited dated the 07thApril 2021has beenpassed by Hon'ble National Company Law Tribunal (NCLT) New Delhi Bench Court-Mi inrespect of initiation of Corporate Insolvency Resolution Process (CIRP) against AnsalLotus Melange Projects Private Limited a joint venture company of Ansal Properties andInfrastructure Limited and Lotus Township and Infra Developers Private Limited. In view ofthe order Mr. Devendra Umrao has been appointed as an Interim Resolution Professional(IRP) having Registration No: IBBIMP-03/IP-N00223/2019-2020/12640 Address: B-43 A FirstFloor Kalkaji New Delhi - 110019 Email: dev.umrao@gmail.com and Mobile No:9810045874.Currently the moratorium period is going on and the Resolution plan is beingprepared.

SIGNIFICANT AND MATERIAL ORDER PASSED

The Company has received Show Cause Notice from UP RERA wherein it wasdirected to give para-wise compliance in connection with their previous Notice against 6Projects UPRERAPRJ7122 UPRERAPRJ10009 UPRERAPRJ9594 UPRERAPRJ4754 UPRERAPRJ7090 andUPRERAPRJ10150 located at Sushant Golf City Lucknow. In respect of three project bearingRERA No UPRERAPRJ7122 UPRERAPRJ7090 and UPRERAPRJ9594 where RERA authorities have takencoercive action. The Company has filed appeal before appellate forum. With regard toanother project bearing No UPRERAPRJ10009 UPRERAPRJ10150 and UPRERAPRJ4754 the Companyis in process of implementing the direction given by RERA authorities.

Other than what have been disclosed above in the immediately precedingparagraph no significant and material order has been passed by the Regulators or Courtsor Tribunal affecting the going concern status and the Company's operations in future.

REAL ESTATE SECTOR

Real estate is one of the most important sectors in India and hascontributed a lot in the economic growth engine of the Country. The sector is instrumentalin the growth of several other sectors in India through its backward and forward linkages.

As already reported earlier the Indian real estate sector was facingdownturn even before it got affected by COVID-19. Due to current market conditions as manycompanies are trying to focus more on survival of their core business expansion takes asecond priority thus impacting the real estate sector adversely in various fronts.

Your Company has at present projects under various stages ofimplementation across residential commercial retail and others. It focuses on mixed usedevelopment particularly in residential projects and has a leading position in thehousing segment particularly in key cities in northern India. Within the residentialasset class the projects of the Company range from large-scale integrated townships tomixed use and stand-alone detached single and group housing as well as serviced plots.Your Company continues to follow the strategy of developing integrated townships in keycities in North India.

Townships

The shifting necessities and standard of living of India's residentialproperty buyers have given rise to the concept of townships development. Townships nowconstitute a significant segment in the Indian real estate development industry. In thelast couple of years before the unfortunate onset of Covid 19 this segment had grownspeedily and given the rapid acceptance of the concept most of the projects are beingpresented to prospective buyers as integrated townships.

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 and 125 of the Companies Act2013 read with the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016/ Investor Education and Protection Fund (Awarenessand Protection of Investors) Rules 2001 during the Financial Year there was no unclaimedamount or shares that were required to be transferred to the Investor Education andProtection Fund (IEPF) established by Central Government.

The Company has appointed Shri Abdul Sami General Manager (CorporateAffairs) and Company Secretary a Nodal Officer under the provisions of IEPF the detailsof which are available on the website of the Company under Investor's section.

CORPORATE SOCIAL RESPONSIBILITY {CSR}

Your Company has always been a committed organisation in workingtowards social causes and meeting the societal expectations and thus ushering incooperative relationship. With this very notion in mind the Company now seeks to extendits support towards community service with a public -spirited approach by enhancing thequality of life in the field of healthcare learning and basic infrastructure facilitiesto the underprivileged. Through its CSR initiatives your Company wishes to create acommunity of goodwill thus enabling itself to reinforce a positive and socially amicablecorporate entity.

The Corporate Social Responsibility {CSR} Committee constituted by theBoard of Directors {Board} on the 07th February 2014 is in consonance with therequirements of the Section 135 of the Companies Act 2013 and its Rules. The said CSRCommittee has been entrusted with the responsibility of formulating and recommending tothe Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activitiesto be undertaken by the Company monitoring the implementation of the framework of the CSRPolicy and the amount to be spent on CSR activities. The CSR policy approved by the Boardis available on the website of the Company i.e. https://www.ansalapi.com/pdf/Corporate%20Social%20Responsibilitv%20Policv.pdf

The Composition of the said Committee and other particulars arementioned in the Corporate Governance Report which forms part of this Annual Report.

Your Company has since long supported the under-privileged and sociallyand economically backward sections of the society. This can be seen from many of itssocial projects in terms of setting up of health care facilities old age care homes andaffordable homes for weaker sections. Your Company collaborates with social charitableand NGOs which are similarly engaged in pursuit of upliftment of under-privileged sectionsof the society.

Annual Report on the Corporate Social Responsibility Activities for theFinancial Year ended on the 31st March 2021.

The CSR report for the financial year ended 31st March 2021 isattached as Annexure - A to the Boards' Report.

A. EDUCATION

Education imparts not just knowledge but nurtures an individual'sevolution for the future. The key factor of knowledge is at core of all developmentefforts in advancing economic and social well-being in an emerging nation like India.

Your Company through its associates has ushered in the field ofeducation and has built eminent institutes

B. RESEARCH & RESOURCES CONSERVATION

Your Company recognizes the relationship of business sustainabilitywith resources management and is committed to supervise and conserve the amount of waterand electricity used across its project sites at the time of construction. It hasinstalled Solar Power Plants at some of its location with view of generating clean energyfor internal consumptions.

Scientific Research Program - In this era of technological advancementthroughout the World there is need for development of new technologies. Therefore yourCompany has undertaken a scientific research program to bring out innovations in the fieldof Solar Energy Projects.

In India there is a wide gap between the demand for electricity and itsavailability leading to load shedding in many areas particularly in rural areas. To plugthe gaps small auxiliary power plants are being set up by the governments which are basedon gas and oil to make them cost inefficient. The solar thermal systems can provide veryefficient and cost-effective alternatives for power demands. The project of your Companyis expected to yield benefits to the society in the vicinity of the project clubbed withavailability of sustainable and clean energy with reasonable costs.

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 incommunities in and around its project sites. Under this endeavour several initiativeshave made a lasting impact on the economic environmental and social conditions of localpeople. Some such initiatives are:

• Tree plantations

• Adoption of villages connected to project sites of the Company

• Construction of roads sanitation facilities and temples

• 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 the bettermentof weaker sections of society. Your Company through this trust has been supportingprimary school education for the underprivileged children from the slum clusters. Todaythe foundation has two school buildings - Chetan Vidya Mandir and Chetan Play away School.It is also being planned to conduct regular basic healthcare facilities with assistance inmedicines to those in need in villages that have no access to the hospital facility.

• Village Kahma in Punjab: - The welfare and social upliftment ofthis village and the surrounding areas has been undertaken through Kahma WelfareCommittee a non- profitable organization set up for this purpose. This initiative hasbeen in progress for decades. A hospital in Kahma-Hansraj Government Hospital - in thename of Late Sh. 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/ healthcamps are organized every year and many are getting benefitted through camp facility.

F. HOUSING FOR ECONOMICALLY WEAKER SECTIONS ("EWS") OF THESOCIETY

Many plots/flats are reserved for Economically Weaker Sections of thesociety in the townships of your Company which are in the process of development. Theplots/flats were allotted through open public lottery system at highly subsidised rateswith easy interest free instalments. The affordable homes are being developed in theprojects at Uttar Pradesh and Rajasthan and it is also proposed to further add to abovetally of dwelling units in the affordable housing category in the next few year.

G. SENIOR CITIZEN HOME

A plot of 1000 sq.m. had been donated in the past to establish a SeniorCitizen's Home in Palam Vihar Gurugram Haryana. Free technical and engineering supportwas provided to build this home called "Chiranjiv Karam Bhoomi". Several seniorcitizens are staying in this home which is being run by Divya Chaya Trust comprisingDr.(Mrs.) Kusum Ansal wife of Shri Sushil Ansal and other members of the Trust.

H. PROMOTION OF LITERATURE

Kusumanjali Foundation another social and literary initiative of yourCompany a non-profit making company is promoting literary works in Hindi and otherregional languages. Kusumanjali Foundation has been established by Dr. (Mrs.) Kusum Ansala well-known writer and supported by your Company.

A literary charitable organisation known as SAMVAD was successfullylaunched many years ago. It provides an opportunity for creative writers where theirliterary works are discussed and analysed. Your Company's social and charitableinitiatives have been giving support for more than two decades. A collection of theselected works of the members of the Samvad has been compiled into a book fordissemination to public and creative fraternity.

AUDIT COMMITTEE

The composition of the Audit committee is covered under the CorporateGovernance Report which forms the part of this Annual Report. All the recommendationsgiven by the Audit Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control withreference to financial statements. The Board of Directors have noted/approved the policiesand procedures adopted by the Company for ensuring an orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

SUBSIDIARY COMPANIES AND JOINT VENTURE COMPANIES

During the Financial Year 2020-21 Caliber Properties Private Limitedceased to be a subsidiary company w.e.f the 20th July 2020.

During the Financial Year 2020-21 your Company has 80 (Eighty)Subsidiary Companies and 01 (One) Joint Venture Company.

Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing salient features of financial statements of subsidiary andjoint venture Companies in Form AOC-1 is provided at the end of the Consolidated FinancialStatement and hence not repeated in this Report.

For the highlights/ performance of each of the Subsidiaries and JointVenture Companies and their contribution to the overall performance of the Company duringthe period under report the members are requested to refer to the Consolidated FinancialStatement of the Company along with the statement in Form AOC-1 (as mentioned aforesaid)forming part of this Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act 2013separate audited financial statement {Standalone and Consolidated wherever applicable} inrespect of each of the subsidiaries and joint venture company shall be kept open forinspection through e-mail for a period of 21 days before the date of the Annual GeneralMeeting of the Company. It shall also make available these documents upon request by anymember of the Company. The separate audited financial statement in respect of each of thesubsidiaries and joint venture companies is available on the website of your Company at (www.ansalapi.com)

A Policy on Material Subsidiary Companies has been formulated {dulyamended} and the same is available on the website of the Company i.e. https://www.ansalapi.com/pdf/Policv%20for%20Material%20Subsidiarv%20Companies.pdf

BOARD MEETINGS

During the Financial Year under review 05 (five) meetings of the Boardof Directors were duly held on the 30th July 2020 14th September 202010th November2020 18th December 2020 and the 11th February 2021.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directorship:

Resignation/ Demise

After the close of financial year 2020-21 Shri Bhupesh Chand Gupta(DIN: 00003658) Non-Executive Independent Director of the Company expired on the 04thMay 2021 and therefore he ceased to be a Director of the Company with effect from thedate of his sad demise i.e. the 04th May 2021. Your Board placed on record theirappreciation for the invaluable contributions made by him during his tenure with theCompany.

Appointment/ Re-appointment

To meet the requirement of optimum combination of Executive andNon-Executive Directors on the Board your Board of Directors on therecommendation/approval of the nomination and remuneration committee have approved theappointment of:-

1. Shri Dinesh Chander Gupta (DIN: 00840629) who is a Chief ExecutiveOfficer as Whole-Time Director and Chief Executive Officer {CEO} of the Company w.e.f the14th September 2020. Appointment of Shri Dinesh Chander Gupta was approved by theshareholders of the Company on the 18th January 2021 through postal ballot.

2. Shri Kulamani Biswal (Din: 03318539)as Non-Executive IndependentDirector of the Company w.e.f the 09th June 2021. In the opinion of the Board ShriKulamani Biswal fulfils the conditions specified in the Act and the Companies (Appointmentand Qualification of Directors) Rules 2014 and The Companies (Accounts) Rules 2014 andListing Regulations for appointment as Non- Executive Independent Director and he isindependent of the Management and possesses required knowledge skill experience etc. Thematter of appointment of Shri Kulamani Biswal along with other details is included in thenotice of this 54th Annual General Meeting.

Change in Chief Executive Officer

Shri Dinesh Chander Gupta (DIN: 00840629) was appointed as ChiefExecutive Officer w.e.f the 30th July 2020.

Declaration by Independent Directors

The Company has received the declaration from the IndependentDirectors under Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013 and the ListingRegulations and are not debarred from holding the office of directors pursuant to anySEBI's Order or any other authority. Moreover they are also not disqualified to becomethe directors under the Act and Rules.

Retiring by Rotation and Re-appointment of Director

In terms of Section 152 of Companies Act 2013 ("Act") notless than 2/3rd of the total number of Directors of a public Company shall be personswhose period of office as Directors is liable to determination by retirement by rotationand out of such number of directors 1/3rd nos. of directors shall retire from office atevery Annual General Meeting. The Independent Directors are to be excluded from thecalculations of rotational and non-rotational directors.

In terms of the said provisions of the Companies Act 2013 and itsRules and the Articles of Association of the Company Shri Sushil Ansal Chairman andWhole Time Director Shri Pranav Ansal Vice Chairman and Whole Time Director and ShriDinesh Chander Gupta Whole Time Director and CEO of the Company are due to retire byrotation at the ensuing AGM. Being eligible they offer themselves for re-appointment. Thematter of re-appointing them are included in the Notice of this 54th Annual GeneralMeeting.

Brief profile of the Directors proposed to be appointed/re-appointed isannexed to the Notice of this 54th Annual General Meeting.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

In compliance with the provisions of the Companies Act 2013 Rulesmade there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended (Listing Regulations) Nomination and Remuneration Committee at theirmeeting held on the 12th August 2014 had laid down the criteria for performanceevaluation of the Board its Committees and Directors which was also approved by the Boardof Directors. The said criteria have been amended and approved by the Board of Directorsat their meeting held on the12th August 2021.

Accordingly the Annual Performance Evaluation of the Board itsCommittees and each Director was carried for the Financial Year 2020-21.

Structured questionnaires were prepared covering various aspects ofthe functioning of the Board its Committees and

Individual Directors which inter alia included diversity ofexperience appropriate composition monitoring of compliances with respect to laws &regulations demonstration of worthiness pro-activeness 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 awhole its Committees 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 meetingheld on the 11th February 2021 had reviewed/assessed/ discussed inter-alia (1) theperformance of Non- Independent Directors (Executive Directors viz. Chairman ViceChairman and Whole Time Director and CEO) and the Board as a whole (2) the performance ofthe Chairman after taking into consideration the views of Executive and Non-ExecutiveDirectors and (3) the quality quantity and timeliness of flow of 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 meeting held on the11th February 2021 has carried out evaluation of every Director's performance and Boardas a whole.

The criteria for Performance Evaluation of Board & IndependentDirectors (duly reviewed) is also available on the website of the Company i.e. https://www.ansalapi.com/pdf/Model%20Criteria%20For%20Performance%20Evaluation%20of%20Board%20&%20Its%20%20Committee%20&%20Directors.pdf

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remunerationincluding criteria for determining qualification skills positive attributesindependence of Directors and other matters provided under sub section (3) of Section 178of the Companies Act 2013 (duly reviewed)is also available on the website of theCompany i.e. https://www.ansalapi.com/pdf/PoMcv%20on%20Renumeration%20of%20Directors.%20Kev%20Managerial%20Personnel%20&%20Qther%20Employees. pdf

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Companyduring the Financial Year 2020-21 with related parties were in the ordinary course ofbusiness and on an arm's length basis. During the year the Company had not entered intoany contract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the Policy of the Company on Materiality of Related PartyTransactions. The transactions with Related Parties as per requirement of IndianAccounting Standard -24 are disclosed in Notes 67B of Balance Sheet forming part of theAnnual Report. The details of the Related Party transactions and information are placedbefore the Audit Committee and the Board of Directors from time to time in compliancewith the Listing Regulations and Sections 177 and 188 of the Companies Act 2013 and itsRules.

A Policy on Related Party Transactions (as amended) specifying themanner and criteria of entering into said transactions has been formulated and the same isavailable on the website of the Company https://www.ansalapi.com/pdf/Policv%20on%20Related%20Partv%20Transactions.pdf

RISK MANAGEMENT

The Board has approved the Enterprise Risk Management Policy for RiskAssessment and its Minimization on the 16th May 2015 which has been amended and the sameis available on the Company's website i.e. https://www.ansalapi.com/pdf/Risk%20Management%20Policv%20or%20Enterprise%20Risk%20management%20ERM%20Policv.pdf

The Audit Committee/ Board of Directors review the efficacy of theEnterprise Risk Management process the key risks associated with the business of yourCompany and the measures in place to mitigate the same.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the CompaniesAct 2013 and Regulation 22 of Listing Regulations the Board of Directors have approvedthe Vigil Mechanism/ Whistle Blower Policy at their meeting held on the 12th August 2014.The said Policy has been amended and approved by the Board of Directors at their meetingheld on the 12th August 2021.

In exceptional cases where a whistle blower due to the gravity andseriousness of the concern or grievance or due to his/ her being not satisfied with theoutcome of the investigation and the decision he/she can have personal and direct accessto the Chairperson of the Audit Committee.

The status of the complaints under the Vigil Mechanism if any isplaced before the Audit Committee and Board on a quarterly basis. During the year underreview no complaint was received by the Company under Vigil Mechanism/ Whistle BlowerPolicy.

The Policy on Vigil mechanism/ Whistle blower (duly reviewed) isavailable on the Company's website i.e https://www.ansalapi.com/pdf/Vigil%20Mechanism%20%20whistle%20Blower%20Policy.pdf

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 M/s. MRKS and Associates (MRKS)Chartered Accountants (ICAI Firm Registration No. 023711N) having registered office atQU-35B Pitampura New Delhi 110088 were appointed as the Statutory Auditors of theCompany by the members/ shareholders at the Fifty Third (53rd)Annual General Meeting ofthe Company held on the 28th September 2020 for a period of five years i.e. up to theconclusion of Fifty Eight (58th) Annual General Meeting of the Company to be held in theyear 2025.

No fraud has been reported by M/s. MRKS and Associates CharteredAccountants (ICAI Firm Registration No. 023711N)the Statutory Auditor of the Company inthe course of the performance of their duties as Auditor in terms of the provisions ofSection 143(12) of the Companies Act 2013 and its Rules.

Report

The Notes to Accounts (Standalone) forming part of Balance Sheet as atthe 31st March 2021 and Profit & Loss Account for the year ended on that datereferred to in the Auditors' Report are self-explanatory. However in terms of clause (f)of subsection (3) of Section 134 of the Companies Act 2013 the Management's response/explanations to certain Emphasize of Matters (EOM's) /qualifications appearing in theAuditors Report on Accounts (Standalone)for the Financial Year ended on the 31st March2021 are as under:

EOM's

1. "During the period under review the Ansal Properties andInfrastructure Limited ("Company") has not claimed any exemption under section80 IA of the Income Tax Act 1961. Exemption amounting to Rs. 34.48 Cr has been claimed upto 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. The Competent Authority has not approvedapplication of the Company. The Company has filed the Review Petition against thedirection of Authority to reconsider its application. The company has filed writ petitionbefore Hon'ble Delhi High Court for directing CBDT to consider on merit the pending reviewapplication and to dispose it off in the bound manner after giving opportunity of beingheard wherein notice has been issued to authorities.

2. The company has filed petition before the Hon'ble National CompanyLaw Tribunal North Delhi Bench for relief in the scheme of repayment of public depositssanctioned by Company Law Board. The Hon'ble National Company Law Tribunal has beenpleased to issue notice to all deposit holders. The next date of hearing is 20-07-2021.

3. Bank-wise details are as under: -

a) In case of Bank of Maharashtra the Company had entered into onetime settlement (OTS) of Rs. 35.70 Cr. and has fully repaid the dues as per OTS Schemebefore the due date i.e. 31st March'21. The Company also repaid the loan in full andfinal. The Company has obtained No Dues certificates for both the loan and satisfiedcharges. NCLT has dismissed the Bank's petition filed earlier against the Company. Thecompany has approached the Bank to withdraw the cases filed by it against the Company inDRT.

b) ILFS Financial Services Limited ("IFIN") had earlier filedan application in NCLT against the Company which was dismissed as withdrawn by NCLT witha liberty to file a fresh application for the same cause of action. Subsequently theCompany has submitted a proposal to IFIN to pay Rs. 144 Cr. (which includes both principalamount and unpaid interest payable) to IFIN over a period of 360 days from execution ofSettlement Agreement which is under finalization. The payment to IFIN will be made byselling the securities mortgaged to IFIN. The company has further re-submitted a proposalto pay Rs. 109 Cr. as full & final settlement and IFIN is also considering.

c) Allahabad Bank [now merged with INDIAN Bank] had earlier inprinciple agreed to the Company's proposal for restructuring of outstanding loan of Rs.103.60 Cr. The Case filed by the Bank in DRT is pending and next date is 01/09/2021. Nowthe bank stands merged with Indian Bank. The Company understand that Indian Bank isconsidering sale of all loan assets of the Group (availed from Indian Bank as well aserstwhile Allahabad Bank] to ARC. Settlement with bank is also under process.

d) The Company had availed a loan of Rs. 7.00 Cr. from Bank of Indiafor Bliss Delight Project Lucknow which had become NPA. The Company had entered into OTSScheme with the bank for payment of Rs. 7.10 Cr. against full and final payments. Full OTSamount has been paid by the Company and No Dues certificate obtained. The Bank had earlieralso filed a case in DRT which would be withdrawn now.

e) The Company is availing Working Capital facility - Fund Based Limitsof Rs. 31 Cr. and Bank Guaranty facility of Rs. 19.50 Cr. from Jammu & Kashmir Bank.There are over dues of Rs. 7.9 Cr. in the fund based facility due to levy of interest andas such the account is classified as NPA. The Company has received conditional NOC fromJ&K Bank for payment of Rs. 23.8 Crs. against the sale of two properties - one in thename of Promoter dated 21-10- 2020 and another in the name of the Company dated19-09-2020. We wish to close one CC limit of Rs. 15.5 Crs. from the NOC amount.

f) The Company has taken a loan of Rs. 45 Cr. and now the outstandingprincipal is Rs. 33.03 Cr. from Indian Bank Lucknow for construction of Golf GatewayTowers Sushant Golf City Lucknow. Due to change in height of the tower FSI area of theproject got reduced and therefore the Company has decided not to further construct theProject. The Bank declared the loan as NPA. The Company discussing with a buyer for saleof the Project and offered OTS proposal to the Bank. Due to delay in sanction of OTS bythe Bank the buyer has withdrawn its offer and accordingly the Company has withdrawn itsOTS proposal from the Bank. Now the Company is considering other ways to settle with theBank. Indian Bank has filed recovery suite against the Company in DRT. We understand thatthe Bank is considering selling the assets to ARC.

4. Velford Ventures Ltd and New Dimensions Holdings Limited as equityinvestors along with Grainwell Ventures Ltd and Clear Horizon Investment PTE Ltd asdebenture investors ("investors") which have invested in Ansal PhalakInfrastructure Pvt. Ltd. (APIPL) had referred the matter to an Arbitrator on their disputewith APIL. The Company had given corporate guarantee to the investors for their investmentin APIPL. In the meanwhile both the parties (i.e. the company and the Investors) hadentered into settlement agreement which was jointly submitted to the arbitrator. On thebasis of settlement agreement filed with the arbitrator interim arbitration award waspronounced. As per the interim arbitration award Investors have converted theirinvestment of Cumulative Convertible Debentures (CCDs) into Equity Shares so that 93% ofthe Equity of APIPL is now held by the Investors. Hence APIPL is not anymore subsidiaryof the company w.e.f. March 31 2020. Further the complete business of 38 acres and 51acres in Versalia Gurgaon have been transferred from APIPL to the company as per theBusiness Transfer Agreement (BTA) signed between the company APIPL & the Investordated March 31 2020 to implement interim arbitration award. As per the interim AwardK.P.M.G is conducting audit of APIPL to ascertain shortfall amount if any. Duringprevious Financial Year 2019-20 the company has booked loss of Rs 69.20 Cr. & loss ofRs. 29.40 Cr. during F.Y 2020-21 in the statement of Profit & Loss. The final amountif any which can't be ascertained as on December 31 2020 will be determined subsequentto the report of KPMG. The adjustment for the same will be made after receipt of reportfrom KPMG.

5. The Company has received Show Cause Notice from UP RERA wherein itwas directed to give para-wise compliance in connection with their previous Notice against6 Projects UPRERAPRJ7122 UPRERAPRJ10009 UPRERAPRJ9594 UPRERAPRJ4754 UPRERAPRJ7090 andUPRERAPRJ10150 located at Sushant Golf City Lucknow. In respect of three project bearingRERA No UPRERAPRJ7122 UPRERAPRJ7090 and UPRERAPRJ9594 where RERA authorities have takencoercive action. The company has filed appeal before appellate forum. With regard toanother project bearing No UPRERAPRJ10009 UPRERAPRJ10150 and UPRERAPRJ4754 company is inprocess of implementing the direction given by RERA authorities.

6. IIRF India Realty Limited - II fund "Foreign Investor" andIL & FS Trust Company Limited (acting as Trustee of IFIN Realty Trust) through itsmanager IL&FS Investment Managers Limited "Indian Investor" had invested anamount of Rs. 79.34 Cr in Equity Shares and Compulsorily Convertible Preference Shares(CCPS) of Ansal Townships Infrastructure Limited a subsidiary of the Company. The Companyhas purchased part of the investment i.e. 40.66% and remaining part is still pending.Though the Company and the investor agreed on settlement but due to delay the investorhas invoked Arbitration Clause.

7. During the quarter ended 30 September 2018 the Award in the matterof arbitration with Landmark group was pronounced. The Award contemplates joint andseveral liability of four companies of Ansal Group including the Company amounting toRs. 55.78 Cr along with interest amounting to Rs. 105.08 Cr. Ansal Group has filed thepetition U/s. 34 of Arbitration & Conciliation Act in the Delhi High Court tochallenge the Award including levy of interest. Based on legal opinion the Company is ofthe view that it has a good case. Accordingly no provision for the same in the books ofaccounts has been made. However; the Company has disclosed the same as ContingentLiability in the financial statements. In the interim the Landmark group has filed apetition for execution of the Award stating decretal amount of Rs. 189 Cr. as on31.08.2019 and the promoter directors of the Company have been directed to file anaffidavit of their assets. Further in partial compliance with the earlier order of theHon'ble High Court the Company has deposited an amount of Rs. 19.97 Cr. approx. in theRegistry of the Delhi High Court. Further balance sale consideration of Rs. 10.12(approx.) Cr. shall be deposited in the Registry of the High Court as and when the saleconsideration is realized from buyers. The next date of hearing before Hon'ble High Courtis 05.07.2021.

8. In the books of Ansal Landmark Township (P) Ltd. a subsidiary ofthe Company an amount of Rs. 61.56 Cr. is recoverable from M/s. Ansal Landmark (Karnal)Township Pvt. Ltd. Based on management assessment of cash flow of Karnal Project there isno impairment in the value of the said recoverable amount.

9. Ansal Hi-tech Townships Limited a subsidiary of the Company hadfiled a case in Mumbai High Court (against Peninsula Brook Field) for non-disbursement ofRs. 100 Cr NCDs and resultant damages of Rs. 250 Cr. Peninsula BrookField also throughtheir Debenture Trustee Vistra ITCL filed a case for recovery of their dues before theMumbai High Court against the Company which has provided Corporate Guarantee. The Companyoffered in the Court that they are ready to sell four properties which are mortgaged tothe said debenture holder. The Company has sold one property & entered into ATS forsale of second property with DMART for Rs. 23.61 Crs. Peninsula Brookfield has also fileda case in NCLT for the recovery of their dues against the Subsidiary company- AnsalHi-Tech Townships Ltd. The next date of hearing in NCLT is — 10/08/2021. Meanwhilethe Company along with its Group Company namely Ansal Colonizers and Developers Pvt. Ltdhas settled NCDs aggregating of the principal amount of Rs. 62.09 Crs. from the investorsby way of barter of properties and down payments. The Company is also negotiating for OneTime Settlement with the Debenture holders represented by its manager Peninsula BrookFieldfor the remaining NCDs so that all the cases by both the parties may be withdrawn.

10. Ansal IT City and Parks Ltd. ("The Company") Subsidiaryof APIL has entered into Memorandum of Business Undertaking on 21.09.2020 with MahalaxmiInfrahome Private Limited and share purchase agreement dated 26.11.2020 with HDFC VentureTrustees Co. Limited as result of these Agreements Mahalaxmi Infrahome Private Limitedwill become shareholder of the Company. As per agreement debentures of HDFC of Rs. 7Crores and interest thereon and Share capital (780000 equity) of HDFC Hiref will besettled by Mahalaxmi Infrahome Private Limited by payment of Rs. 11 Crores out of thetotal sale consideration of Rs. 44.80 Crore. During the FY 20-21 APIL has booked a lossof Rs 8.07 Cr. on account of redemption of Debenture in Ansal IT City and Parks Ltd. Asper agreement with Mahalaxmi Infrahome Private Limited shareholding will be transferredafter necessary approvals from regulatory authorities i.e. NSEZ/ GNIDA.

As on date we are not in a position to ascertain the final liabilitiestowards authorities. Final outcome of said transaction will be considered at the time oftransfer of share to Mahalaxmi Infrahome Private Limited.

11. The financial statements of one joint venture Company and 6Subsidiary companies are based on management certified accounts.

12. Due to recession in Real Estate Industry the Company continues toface liquidity issues due to multiple repayments and statutory obligations. Covid 19pandemic also affected liquidity in the system in the current period which is expected tocontinue in the next period. The Company is taking following actions to cope up existinguncertainty including impact of Covid -19 pandemic although there is no impact on goingconcern.

a. To make settlement with Banks/ lenders / Investors through barterdeal by offering land parcels

b. Converting existing license of built up development in to Plottingdevelopment under DeenDayal Jan AwasYojna (DDJAY) for quick realizations of funds.

c. Bulk sale of plots to settle lenders.

d. Shifting of existing customers in the project of other developerswhere ready to move inventory exist and giving land to such developers in other projectsof the company.

e. To make suitable change from constructing multi story buildings toSCOs with common design.

f. Approaching SBICAP Ventures Ltd. under GoI sponsored "SWAMIHInvestment Fund" for completion of construction of existing projects of the company.

Qualification

13. The Company is liable to pay Rs. 143.74 Cr and Rs. 16.20 Cr.against purchase of inventory in the Financial Year 2011-12 and advances respectively toAnsal Township Infrastructure Ltd a subsidiary company. The Auditor of the subsidiarycompany has qualified the report by mentioning interest @ 18% as applicable to othercustomers. However the Company has in the view that amount is not payable as per theagreement. Further ATIL is settling the Investor by buying the full investment. ATIL hasgiven interest free advances to the other companies amounting to Rs 0.04 Crore.

14. As per interim arbitration award KPMG is conducting audit of APIPLto ascertain shortfall amount if any. The Company has already booked a loss of Rs. 98.60crore in the statement of profit & loss. The final amount if any which can't beascertained as on as on March 31 2021 will be determined subsequent to the report ofKPMG. The adjustment for the same will be made after receipt of report from KPMG".

COST AUDITOR

In terms of the provisions of Section 148 and all other applicableprovisions of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014the Board of the Directors of your Company at its meeting held on the 30th July 2020 hadappointed M/s. J.D & Associates Cost Accountants Firm Registration No. 101443 asthe Cost Auditor of the Company for a term of 1(One) year to conduct the audit of Costrecords maintained by the Company for the Financial Year 2020-2021. The Cost Audit Reportdoes not contain any qualification reservation or adverse remarks or disclaimer

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 and all other applicableprovisions of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Board of the Directors of your Company at itsmeeting held on the 30th July 2020 had appointed M/s. APAC and Associates CompanySecretaries in Practice CP No. 7077 for a term of 1(One) year to conduct the audit ofSecretarial and related records of the Company for the Financial Year 2020-2021.

The Secretarial Audit Report for the financial year ended March 312021 is annexed herewith marked as Annexure - B to this Report. The SecretarialAudit Report does not contain any qualification or adverse remarks or disclaimer.Moreover the Company's comments are also included in the Report in relation to theirobservation.

LISTING INFORMATION

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

Listing fee has been duly paid to NSE and BSE for the Financial Years2020-21 and 2021-22.

DISCLOSURES

• Conservation of energy and technology absorption

The information relating to Conservation of Energy and TechnologyAbsorption as required to be disclosed under Clause (m) of sub-section (3) of the Section134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014is not applicable to your Company.

• Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo as requiredto be given under Clause (m) of sub-section (3) of the Section 134 of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given as follows:

Particulars For the Financial Year ended on 31.03.2021 For the Financial Year ended on 31.03.2020
(i) Expenditure in Foreign Currency
Travelling expenses - -
Imported Materials - -
Purchase of Material - -
Total Nil Nil
(ii) Earnings in Foreign Currency
Sale of Flats/Plots/Farms etc. Nil Nil

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 the Director's Report.

In accordance with the provisions of Section 197(12) of the Act readwith Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the names of the top ten employees in terms of remuneration drawn and thename employees/ directors who were in receipt of remuneration of Rs. 1.02 Crores or moreper annum if employed for whole of the year or Rs. 8.5 lakhs or more per month ifemployed for a part of the year are provided in the Annexure -D to the Director'sReport.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a system of rulesguidelines practices and processes which not only enables it to operate in a manner thatmeets the ethical legal and business expectations but also helps it to maximisestakeholders' value on a sustainable basis.

A report on Corporate Governance together with a certificate receivedfrom Mrs. Tanvi Arora Company Secretary in Practice confirming the compliance with theprovisions of Corporate Governance as stipulated in Listing Regulations as amended formsthe part of this Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report is given separately andforms the part of this Annual Report.

SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at 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 anddisposed off during the calendar year:-

No. of complaints received during the financial year 2020-21 : 1 (One)
No. of complaints disposed of during the financial year 2020-21 : 1 (One)
No. of complaints pending as on 31st March 2021 : Nil

ANNUAL RETURN

The Annual Return of the Companyas on March 31 2021 is available onthe Company's website and can be accessed at https://www.ansalapi.com/pdf/Draft%20Annual%20Return%202021.pdf

VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.

In compliance with Companies Act 2013 and Rules made there underListing Regulations and other applicable laws the Board of Directors of your Company andits Committee/s at its respective meetings held on the 12th August 2021 have dulyreviewed and amended the following Policies/ Criteria/Programs and the same areavailable on the website of the Company

i.e. https://www.ansalapi.com/investors.php

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 theCompany.

8. Policy for Material Subsidiary Companies.

9. Criteria for Performance Evaluation of Board & IndependentDirectors.

10. Code of Conduct for Directors (Including Independent Directors) andSenior Management.

11. Vigil Mechanism/ Whistle Blower Policy.

12. Familiarization Program for Independent Directors.

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

14. Enterprise Risk Management.

15. Policy on Archival of Events and Information.

16. Policy for orderly succession for appointment to the Board ofDirectors and senior management.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION

The following is details of difference between the amount of valuationdone at the time of One time settlement and the valuation at the time of taking loan:-

Names of Bank/ Financial Institution Loan amount availed by the Company as on 31st March 2021 Loan amount outstanding as on the 31st March 2021 Valuation of properties at the time of One Time Settlement (OTS) Valuation of properties at the time of taking loan Difference in Amount Reason for change
1. Bank of Maharashtra Rs. 72.50 crores Nil Rs. 52.49 crores Rs. 265.08 crores Rs. 212.59 crores Units sold and possession of- fered

11.45 acres project land converted into plotted develop- ment1.475 acres project land ac- quired by HSIIDC Customer issues cases in RERA / NCDRC Delay in Completion of the project.

2. Bank of India Rs.8.00 crores Nil Valuation was not done at the time of OTS. Rs. 15 crores

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSEACCOUNT

This is not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of sub- section 3(c) Section 134 ofthe Companies Act 2013 ('the Act') and based on the information provided by theManagement Directors hereby state that:

i) in the preparation of the Annual Accounts for the financial yearended 31st March 2021 the applicable Indian Accounting Standards have been followed andno material departures have been made from the same;

ii) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as on the 31st March2021 and of the profit & loss incurred by of the Company for the year ended on thatdate;

iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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 ensure compliance withthe provisions of all applicable laws including applicable Secretarial Standards (SS-1 andSS-2) and that such systems are adequate and operating effectively.

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 andState Governments as well as their respective Departments and Development Authorities inIndia and abroad connected with the business of the Company for their co-operation andcontinued support.

• the shareholders depositors suppliers contractors andcustomers for the trust and confidence reposed by them in the Company.

Your Directors regret the loss of human life due to the COVID-19pandemic and are deeply grateful and have immense respect for every person who riskedtheir life and safety to fight this pandemic.

Your Directors also appreciate the devoted teamwork and professionalismof the employees of the Company and its subsidiaries and the Group at all levels. Theemployees continue to remain the Company's most valuable resources and their sustainedhard work has enabled your Company to successfully meet the challenges during the yearunder review and that lie ahead.

Regd. Office: For and on behalf of the Board of Ansal Properties & Infrastructure Limited
115 Ansal Bhawan
16 Kasturba Gandhi Marg New Delhi-110001 Sd/-
CIN L45101DL1967PLC004759 (Sushil Ansal)
Date: 12th August 2021 Chairman & Whole Time Director
Place: New Delhi DIN: 00002007

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