DIRECTORS' REPORT

Dear Members/ Shareholders,

Your Directors are pleased to present the 48th (Forty Eighth) Annual Report along with the Audited Statements of Accounts of your Company for the Financial Year ended the 31st March, 2015.

RESULTS OF OUR OPERATIONS

Net Profit for the year 2014-15 stood at Rs. 2195 Lacs as against Rs 1353 Lacs in the year 2013-14. The total turnover including other income for the year 2014-15 stood at Rs. 85227 Lacs, as compared to Rs. 92714 Lacs for the year 2013-14.

TRANSFER TO RESERVES

In the current year, no amount has been transferred to General Reserve.

CAPITAL STRUCTURE

During the Financial Year 2014-15, there has been no change in the capital structure of the Company.

DIVIDEND

The Board of Directors of your Company, keeping in view the uncertainties in the economic situation in the Country and in particular real estate sector, so also the imperative need to conserve resources, has decided not to recommend any dividend for the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN TERMS OF SECTION 186 OF THE COMPANIES ACT, 2013 AND ITS RULES

The particulars of loans given, investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statements.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

FIXED DEPOSITS

As on the 31st March, 2015, outstanding fixed deposits stood at Rs. 160.24 crores as against Rs.200.83 crores in the previous year.

The Company had not been able to comply with the provisions of Section Act 73 (Corresponding Section 58 A of the Companies Act, 1956) and other applicable Sections of the Companies Act, 2013 (Act) read with the Companies (Acceptance of Deposits) Rules, 2014 therefore the Company had, w.e.f. the 01st April, 2014, stopped accepting/renewing fixed deposits.

Further the Company had been unable to make payments to its Fixed Deposit holders as per schedule mentioned in the Fixed Deposit Schemes of the Company due to fund constraints, therefore, a revised Scheme, for allowing further time for repayment of Fixed Deposits had been filed before the Hon'ble Company Law Board, New Delhi Bench, New Delhi (CLB) under Sections 73 and 74 of the Act read with Regulation 44 of the Company Law Board Regulations, 1991 on the 25th September, 2014.

Order of the CLB dated the 30th December, 2014 had been received by the Company on the 08th January, 2015 in terms of which CLB has extended the time for repayment to fixed deposit holders the details had been sent to all concerned & available on the website of the Company www.ansalapi.com

After the financial year, a Special Resolution for accepting Fixed Deposits from the Members of the Company and Public was passed by the Shareholders of the Company through Postal Ballot on the 14th May, 2015. In terms of authority given to the Board by the Members, any decision taken by the Board to accept the fresh deposits shall be subject to the fulfilment of all applicable provisions of the Act.

Details relating to deposits covered under The Companies {Acceptance of Deposits} Rules, 2014 are given below subject to the said CLB Order dated the 30th December, 2014 as may applicable:

(a) No deposit has been accepted during the year.

(b) No deposit has been remained unpaid or unclaimed during the year.

(c) No default in repayment of deposits or payment of interest thereon during the year.

(d) All the deposits accepted before the 01st April, 2014 are in compliance with the requirements of the Companies Act, 1956 and the deposits Rules.

(e) No significant and material order has been passed by the regulators or courts or tribunals impacting going concern status and company's operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

BUSINESS

Your Company's mission is to create world class solutions in real estate and uplift the quality of life. The Company with various aspects of real estate has evolved as a professionally managed organization and strives for excellence. It is one of the foremost real estate development companies in India with well over four decades of real estate development experience. During the last 48 years, it had been and also presently engaged in the field of housing and real estate business covering development of Hi- Tech and integrated townships and other large mixed-use and stand-alone developments in the residential, commercial, retail and hospitality segments, with a focus on large-scale mixed use developments, particularly in residential projects. The business is being carried on by the Company on its own as well as through various subsidiaries, associates, joint ventures and collaborations. As a well-known developer, your Company has several landmark buildings in Connaught Place (CBD of New Delhi) viz. Akash Deep, Surya Kiran, Vikas Minar, Amba Deep, Statesman House etc., and it has established its brand image through long decades. The majority of its projects are located in the NCR, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab.

Through Management's Discussion and Analysis Report forming part of the Directors' Report, your Board has tried to capture broader overview of the Global economic scenario and the Indian economy situation and more particularly the

Realty Sector prevailing in the Country which have and shall have impact on the nature of Company's business and generally in the class of business in which the Company has interest.

REAL ESTATE SECTOR

In the Indian economy, the Real Estate Sector is a critical sector. It is a significant driver of economic growth as it has a huge multiplier effect on the economy. The Indian real estate sector has been a major beneficiary of the strong economic growth witnessed in India since the year 2000. The growth in the sector, supported by series of reforms, has not only resulted in significant residential and commercial real estate, but also complemented the development of physical and social infrastructure of the country.

India's real estate market is expected to reach US$ 853 billion by 2028 from US$ 121 billion in 2013. Real estate contribution to India's gross domestic product (GDP) is estimated to increase about 13 per cent by 2028, on the back of increasing industrial activity, improving income level and urbanization.

The entry of major private players in the Education Sector has created vast opportunities for the Real Estate Sector. Emergence of nuclear families and growing urbanisation has given rise to several townships that are developed to take care of the elderly.

Real Estate in India is being recognized to drive the economic growth engine of the Country. The Sector, if channelized properly, could catapult the growth of several other sectors in India through its backward and forward linkages.

Your Company has at present projects under various stages of implementation across residential, commercial, retail and others. It focuses on mixed use development, particularly in residential projects, and, has a leading position in the housing segment, particularly in key cities in northern India. Within the residential asset class, the projects of the Company range from large-scale integrated townships to mixed 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 key cities in North India.

Townships

The housing industry of India a fastest growing sector. Over 48 years, your Company has developed and continues to develop world-class residential townships, complexes, giving facilities to its customers, stakeholders and investors while giving a new dimension to the India infrastructure development.

Townships are the next big such thing in the Indian real estate development industry; it seems, with a quiet growth in the number of township development projects that merge in a lot of things to make grand realty projects successful and sustainable. The Union Budget 2015-16 has also mentioned that by 2022, Government aims to provide a roof for each family in India. Roof for each family in India by 2022 will require 2 crore houses in urban area and 4 crore houses in rural area.

The township development in India has emerged into a growing trend. A trend that has played an essential role in opening the gates for the development of integrated townships across the Country that offers their residents the quality lifestyle tailored to suit every budget. Your Company has pioneered and steered such development and is already developing and promoting fully Hi-tech and integrated townships in a significant manner.

Details of major projects / townships of your Company are discussed in Management Discussion 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:

• "Best Integrated Sub Urban Affordable Housing Developer in Lucknow by Assocham India.

• Developer of the Year Award-Uttar Pradesh at Estate Avenues, 3rd North India Award.

> Shri Sushil Ansal, Chairman of the Company has been conferred with the following Accolades:

• "Excellence in Education" by National Uttar Pradesh Education, Summit & Excellence Award, 2014.

• "Lifetime Achievement" Award by The Economic Times.

• "Outstanding Performance" in Real Estate Industry Award at the 12th National Convention and Real Estate Awards 2014 organized by National Real Estate Development Council (NAREDCO).

• "Lifetime Achievement Award" in Real Estate & Construction during the 5th EPC World Awards 2014, in the light of an exceptional contribution to the Real Estate Sector.

• "Lifetime Achievement Award" at Estate Avenues, 3rd North India Award.

CORPORATE SOCIAL RESPONSIBILITY {CSR}

Your Company has always been a committed organisation in working towards a social cause and meeting the societal expectations and thus moving towards a cooperative relationship. With this very notion in mind, the Company now seeks to extends its support towards community service with a public spirited approach by enhancing the quality of life in the field of healthcare, learning, and basic infrastructure facilities to the underprivileged. Through these CSR initiatives, your Company wishes to create a community of goodwill thus enabling itself to reinforce a positive and socially amicable corporate entity.

Your Company aims to actively contribute towards a healthy and harmonious environment in the society and communities around its areas of operation. This allows your Company to enhance 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 Section 135 of the Companies Act, 2013 and its Rules. The said CSR Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities). In this regard following the recommendation of the said Committee, the Board has approved the CSR Policy, on the 16th May, 2015 which is also available on the website of the Company i.e. http:www. ansalapi.com/Financials/ Pdf/csr.pdf.

The Composition of the said Committee is mentioned in the Corporate Governance Report which forms part of this Annual Report.

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

Annual Report on the Corporate Social Responsibility Activities for the Financial Year ended on the 31st March, 2015.

The CSR report for the financial year ended the 31st March, 2015 is provided in Annexure - A to this Boards' Report.

EDUCATION

Education imparts not just knowledge but a sense of perception, patience and most importantly nurtures an individual's evolution for the future. The key factor knowledge is at core of all development efforts in advancing economic and social well being in an emerging nation like India.

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

• CHIRANJIV BHARTI SCHOOL

Your Company, under the aegis of Chiranjiv Charitable Trust (CCT), set up in 1976, currently runs two schools, in Gurgaon - in Palam Vihar and in Sushant Lok respectively. Currently over 3500 students are studying in these schools. CCT was founded by Shri Sushil Ansal, who is a known supporter of academic excellence, having set up schools and institutions in Delhi NCR & Luck now.

• ANSAL UNIVERSITY

Chiranjiv Charitable Trust (CCT) has set up a University called "Ansal University" under the Haryana Private Universities Act, 2006. Ansal University is dedicated to its mission to nurture scholars who will contribute to society by advancing knowledge and imparting it to new generations of students.

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

More than 650 students in different programmes were admitted in the session 2014-15 and around 1000 students have already taken admission for session 2015-16, which is a testimony to the acceptance of the quality education being provided by Ansal University.

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

Brief for various disciplines being taught at University are:

Sushant School of Art & Architecture (SSAA), Conceived with the objective of combining traditional Indian aesthetics and mode of urban planning with the needs of a modern city space; SSAA not only fulfilled this objective but also went beyond and set its own paradigm. SSAA has completed 25 years and it has been recognised as one of the top three schools of architecture in the Country.

SSAA has associations with a number of international universities and institutions such as Massachusetts Institute of Technology, AAA School, London, University of Bath, Deakin University, Illinios Institute of Technology, Chicago, Lawrence Technology University, Aristotle University, University of British Columbia, University of Melbourne. These international relationships ensure that SSAA is always in dialogue with world design community.

Sushant School of Design's curriculum is planned and progressed keeping in mind the individual's potential and abilities for pursuing the courses of interior designing , fashion and textiles designing, product designing, and visual communication.

School of Engineering and Technology is focussing on renewal energies, design and development of sustainable products and processes to enhance manufacturing and its productivity, affordable health care systems and services, future cities and new materials in bio medicine and cooling. It offers courses on computer science engineering, electronics, electrical and communication engineering, mechanical and civil engineering.

School of Management Studies offers management education with futuristic outlook. Courses include on real estate management, health care management, international business, specialisation in retail, insurance, tourism, marketing, finance, hotel management and catering technology.

School of International Studies promotes international education by way of learning by collaborating with universities and centres of excellence around the world. The School aims at creating study abroad programmes, integrating international and intercultural perspective.

During the year two new schools have been established in the University -School of Allied Health Sciences in collaboration with MAX Healthcare and School of Law with 120 seats for BA, LL.B duly approved by Bar Council Of India.

• ANSAL INSTITUTE OF TECHNOLOGY & MANAGEMENT, LUCKNOW

Ansal Institute of Technology and Management (AITM), Ansal Technical Campus at Sushant Golf City, Lucknow has been set up by the Sushil Ansal Foundation. Affiliated to Gautam Buddh Technical University, Lucknow, it is one of the premier institutions in the field of technical and management education and the only Institute in the region approved by the AICTE to conduct International Twinning Program B. Tech. (Electrical & Computer Engineering) both at undergraduate and postgraduate levels in engineering, in foreign collaboration with Valparaiso University and in association with G. B. Technical University, Lucknow. The objective of the Institute is to generate creative professionals, who can contribute not only to the human resource development but also to the Nation building exercise.

RESEARCH & RESOURCES CONSERVATION

Your Company recognizes the relationship of business sustainability with resources management and is committed to supervise and conserve the water and electricity used across its project sites at the time of construction. Your Company has got installed Solar Power Plants at some of its location with view of generating clean energy for internal consumptions.

In this era of technological advancement throughout the globe followed by rapid integration of nations worldwide, there is need to keep pace with the economies by focusing on innovative ideas and development of new technologies. Therefore Company has undertaken a scientific research program to bring out innovations in the field of Solar Energy Projects. This project shall yield knowledge benefits for the entire society clubbed with availability of sustainable and clean energy with reasonable costs.

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

DAY CARE CRECHE FACILITIES AT PROJECT SITES

Your Company, through an NGO- 'Mobile Creches', ensures a healthy and secure childhood for children through quality day care programmes aimed at holistic development. This further creates favorable conditions for Women to work at the Company's project sites by providing them the necessary day care support for their children and providing opportunities for basic schooling skills. Day care programs run for eight hours, six days a week for children as young as newborns to 12 year olds, with a trained, experienced and caring staff.

COMMUNITY DEVELOPMENT INITIATIVES

Your Company strongly believes in contributing to and investing in communities in and around its project sites. Under this Endeavour, several initiatives have made a lasting impact on the economic, environmental and social conditions of local people. 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

HEALTHCARE

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

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

• Village Kahma in Punjab: The welfare and social upliftment of this village and the surrounding areas has been undertaken through Kahma Welfare Committee, a non profitable organization set up for this purpose. This initiative has been in progress for decades. A hospital in Kahma-Hansraj Government Hospital - in the name of Late Shri Hans Raj - grandfather of Shri Sushil Ansal, has been set up. The Welfare Committee has been working well in providing medical support to the villagers of Kahma in Punjab and adjoining villages with the support from your Company. Specialized eye camps are organized every year and many are getting benefitted through camp facility.

HOUSING FOR ECONOMICALLY WEAKER SECTIONS (EWS) OF THE SOCIETY

More than three thousand plots for Economically Weaker Sections of the society, in townships of the Company are in the process of development. The plots were allotted through open public lottery system at highly subsidized rates with easy interest free instalments. More than 3000 affordable homes are being developed in the projects in Uttar Pradesh and Rajasthan and it is also proposed to further add to above tally of dwelling units in the affordable housing category in the next few years.

SENIOR CITIZEN HOME

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

PROMOTION OF LITERATURE

Kusumanjali Foundation, another social and literary initiative of your Company, a non-profit making company is also promoting literary works of budding writes in Hindi and other regional languages. Kusumanjali Foundation is established by Dr. (Mrs.) Kusum Ansal, the well known writer and supported by your Company.

Your Company has launched SAMVAD - a literary charitable organization by your Company. SAMVAD provides an opportunity for creative writers where their literary works are discussed and analysed. Your Company's social and charitable initiatives have been going support for more than twenty years. A collection of the selected works of the members of the Samvad has been compiled into a book for dissemination to public and creative fraternity.

The Foundation has instituted an Annual Award titled "Kusumanjali Sahitya Samaan" to honour the creative writers, under whose auspices it has felicitated the literary contribution of two eminent writers, one each in Hindi and one regional language. Every year the Foundation will, as enunciated, honour the literary works written in Hindi and other regional languages. The award winner will also receive a cheque of Rs. 2,50,000, the citation, a shawl and the award statue.

PROMOTION OF RELIGIOUS AND SPIRITUAL ACTIVITIES

Ethics and principles, which are immensely deep rooted in the philosophy of spiritualism and religious inclinations, are valued. Contributions have been made to religious and spiritual activities from time to time. An extended portion of Chhattarpur Temple in Delhi has been built. Earlier, a donation of five acres of land has been made to ISKCON, where a spiritual learning centre and the construction of temple are already in progress.

AUDIT COMMITTEE

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to financial statements. In this regard, the Board of Directors at their meeting held on the 11th February, 2015 has also noted/approved the policies and procedures of the Company for ensuring an orderly and efficient conduct of its business. The Board also ensures adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

SUBSIDIARY COMPANIES

During the Financial Year 2014-15 your Company has not done any direct investment in the securities of other companies. However, Ansal Hi-Tech Townships Limited (AHTL), which is subsidiary of the Company, has purchased the entire Equity share Capital of M/s. Lovely building Solutions Private Limited, M/s. Komal Building Solutions Private Limited and M/s. HG Infrabuild Private Limited consequent upon which the said companies have become Wholly Owned Subsidiaries (WOS) of AHTL, whereby also became the chain subsidiaries of the Company.

Accordingly, as on the 31st March, 2015, the number of subsidiaries of the Company has increased from sixty four (64) to sixty seven (67).

During the financial year, no company has ceased to be a subsidiary, joint venture or associate of your Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, joint venture and associates in Form AOC 1 is provided at the end of the Consolidated Financial Statement and hence not repeated in the Boards' Report. The separate audited financial statements in respect of each of the subsidiaries, joint venture and associates companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiaries, joint venture and associates companies is available on the website of your Company at www.ansalapi.com  

A Policy on Material Subsidiary Companies has been formulated and the same is available on the website of the Company i.e. <http://www.ansalapi.com/financials/pdf/APILPolicyonMaterialSubsidiary.pdf>

BOARD MEETINGS

During the Financial Year under review, 4 (four) meetings of the Board of Directors were held on the 14th May, 2014 (adjournment thereof on the 27th May, 2014), 12th August, 2014, 14th November, 2014, and 11th February, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment of Independent Woman Director:

The Board of Directors at their meeting held on the 11th February, 2015, pursuant to the provisions of Section 149, 150 and 152 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Clause 49 of the Listing Agreement entered with the Stock Exchanges, has appointed Smt. Archana Capoor, for a period of two consecutive years commencing from the 11th February, 2015 to the 10th February, 2017 in compliance with the requirements of the said Sections/ Rules and Clause.

The Company has received declaration from her confirming that she meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49 of the Listing Agreement.

Resignation of Managing Director and CFO:

During the financial year, Shri Prabhu Nath Mishra, Managing Director, had resigned from the position of Managing Director and Director w.e.f. the 31st October, 2014. The Board of Directors had placed on record its appreciation for the valuable services rendered by Shri Prabhu Nath Mishra during his tenure he was associated with the Company.

Shri Lalit Rustagi, Chief Financial Officer had resigned from the Company w.e.f the 31st December, 2014. The Board of Directors had placed on record its appreciation for the services rendered by Shri Lalit Rustagi during his tenure he was associated with the Company.

Change in Company Secretary and Compliance officer

After the end of the financial year, Shri Amitav Ganguly, Company Secretary and Compliance officer has resigned from the Company. Shri Abdul Sami, the existing Assistant Company Secretary has been promoted and appointed as Company Secretary and Compliance officer of your Company w.e.f 01st September 2015.

Retiring by Rotation and Re-appointment of Director:

In terms of Section 152 of Companies Act, 2013 ("Act") not less than 2/3rd of the total number of Directors of a public Company shall be persons whose period of office as Directors is liable to determination by retirement by rotation and out of such number of directors, 1/3rd nos. of directors shall retire from office at every Annual General Meeting. Moreover, such company is permitted to have maximum 1/3 of its Directors as non rotational. The Independent Directors are to be excluded from the calculations of rotational and non rotational directors.

In view of the provisions of the Companies Act, 2013 and Rules framed there under and in compliance thereto, out of total 9 {Nine} Directors of the Company, 3 {Three} Executive Directors shall be the persons whose period of office is liable to determination by retirement of directors by rotation and the balance 6(six) directors are Independent Directors who are non-rotaional.

In terms of the said provisions of the Companies Act, 2013 and its Rules and the Articles of Association of the Company Shri Sushil Ansal, Chairman and Whole Time Director, Shri Pranav Ansal, Vice-Chairman and Whole Time Director and Shri Anil Kumar, Joint Managing Director and CEO of the Company are due to retire by rotation at the ensuing AGM. Being eligible for re-appointment and offer themselves for re-appointment. The matters of re-appointing them are included in the Notice of this 48th Annual General Meeting.

Declaration by Independent Directors

The Company has received the declarations from each Independent Director under Section 149(7) of the Companies Act, that he/she meets the criteria laid down under Section 149(6) of the Companies Act, 2013 and the Listing Agreement.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Clause 49 of the Listing Agreement, Nomination and Remuneration Committee at their meeting held on the 12th August, 2014 has laid down the Criteria for Performance Evaluation of Board & Independent Directors and the same was also approved by the Board of Directors at its meeting held on the same date.

The Independent Directors at their meeting held on 11th February, 2015 had, among others, carried out the evaluation/ performance of:

a. Non-independent Directors {Executive Directors (EDs)} and the Board as whole (EDs cover Chairman, Vice Chairman & Joint Managing Director & CEO).

b. Chairman of the Company taking into account the views of executive directors and Non-executive directors.

c. Independent Directors.

The criteria for Performance Evaluation of Board & Independent Directors is also available on the website of the Company i.e. <http://www.ansalapi.com/financials/pdf/APIL-Board.pdf> .

TRAINING OF INDEPENDENT DIRECTORS

Keeping in view the objective to provide Independent Directors insights into the Company, enabling them to understand business exhaustively and its intricacies even further and to contribute significantly to its growth on a stable and even path, the Board of Directors at their meeting held on the 16th May, 2015 has approved Familiarization Program for the Independent Directors in terms of the requirements of Clause 49 of the Listing Agreement and Schedule IV of the Companies Act, 2013. The said program is also available on the website of the Company i.e. <http://www.ansalapi.com/> financials/pdf/FamiliarisationprogrammeforIndependentdirectors.pdf.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company (viz. Remuneration for the Directors, Key Managaerial Personnel and other employees) on directors' appointment and remuneration, including criteria for determining qualification, positive attributes, independence of Directors and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013, is available on the website of the Company <http://www.ansalapi.com/financials/pdf/vigilmechanism/Whistle> Blower-policy.pdf.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions. The transactions with Related Parties as per requirement of Accounting Standard No. 18 of ICAI are disclosed in Note No. 48 of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors from time to time in compliance with Clause 49 of the Listing Agreement and Sections 177 and 188 of the Companies Act, 2013 and its Rules.

A Policy on Related Party Transactions specifying the manner and criteria of entering into said transactions has been formulated and the same is available on the website of the Company i.e.<http://www.ansalapi.com/financials/pdf/> APILPolicyonRelatedPartyTransactions.pdf.

RISK MANAGEMENT

The Risk Management Committee constituted by the Board on the 14th May, 2014, is in consonance with the requirements of the Clause 49 of the Listing Agreement. The Board has approved the Enterprise Risk Management Policy for Risk Assessment and its Minimization on the 16th May, 2015 and the same is available on the website of the Company i.e. <http://> www.ansalapi.com/financials/pdf/risk-management-policy.pdf

The Broad terms of reference of the Committee and other related information is covered under the Corporate Governance Report which forms the part of this Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors have approved the Vigil Mechanism/ Whistle Blower Policy at their meeting held on the 12th August, 2014

The Policy on Vigil mechanism/ Whistle blower policy is available on the Company's website i.e <http://www.ansalapi.com/> financials/pdf/Vigil Mechanism/Whistle Blower-policy.pdf.

AUDITORS AND AUDITORS' REPORT

Stautory Auditors

In terms of the provisions of Section 139(2) of the Companies Act, 2013 and the Companies (Audit and Auditors} Rules, 2014, the Statutory Auditors, if appointed by the Members at Annual General Meeting, shall hold office from the conclusion of that meeting till the conclusion of its sixth Annual General Meeting. Provided that the Company shall place the matter relating to such appointment for ratification by Members at every Annual General Meeting. An existing company is, however, required to comply with these provisions within three years of commencement of the 2013 i.e. 01st April, 2014.

The tenure of the Statutory Auditors, M/s S. S. Kothari Mehta & Company, Chartered Accountants, having their office at 146­149 Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi-110065, who have been appointed by the shareholders at their 47th Annual General Meeting held on the 29th, September, 2014 comes to an end at the conclusion of this Annual General Meeting, in terms of the applicable provisions of the Companies Act, 2013.

The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limit prescribed under Section 141 of the Companies Act, 2013 and the Companies (Audit and Auditors} Rules, 2014.

The Board of your Company recommends the appointment M/s S. S. Kothari Mehta & Company, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of sixth consecutive AGM of the Company to be held in the year 2020 at a remuneration to be decided by the Board. The matter of appointment of M/s S. S. Kothari Mehta & Company as Statutory Auditor is included in the Notice of this 48th Annual General Meeting.

REPORT

The Notes to Accounts, forming part of Balance Sheet as at the 31st March, 2015 and Profit & Loss Account for the year ended on that date, referred to in the Auditors' Report, are self explanatory. However, in terms of sub section {3f} of Section 134 of the Companies Act, 2013 {the Act}, the Management's response/ explanations to certain observations/ qualifications appearing in the Auditors Report on Accounts for the Financial Year ended on the 31st March, 2015 are as under:

i). During the period under review the Company has not claimed any exemption under Section 80 IA of the Income Tax Act, 1961. Exemption amounting to Rs. 3,448 lacs has been claimed up to the period ended March 31, 2011 under Section 80 IA of the Income Tax Act, 1961 being tax profits arising out of sale of Industrial Park units, pending the notification of the same by Central Board of Direct Taxes (Competent Authority). The Competent Authority has not passed notification under Section 80 IA (4) (iii) of the Act and, hence, rejected the application as filed by the Company, against which Review Petition has been filed by the company before the Competent Authority. The Company has taken the opinion that the Review Petition as filed satisfies all the conditions specified under Industrial Park Scheme, 2008 being replaced under Industrial Park (Amendment) Scheme, 2010, hence, eligible for notification under Section 80 IA (4) (iii) of the Act.

ii). The Auditors of the Company have drawn attention to the fact that the Company is carrying project inventory of Rs. 16374 lacs for Group Housing Project in Greater Noida. The Greater Noida Industrial Development Authority (GNIDA), keeping in view the market conditions, announced a Scheme whereby the developers have an option to accept project on a smaller piece of land equivalent to the amount paid and surrender balance project land subject to certain conditions. The management had applied to the Authority conveying its intention to develop the project under this Scheme. Consequently, land area of 13.03 acre has been given in possession of the Company which is enriched due to application of current bye-laws allowing higher FAR and higher density resulting in an overall profitability of the project. Appropriate adjustment will be made when all the formalities in this respect have been completed by GNIDA.

iii). With a view to monetize its non-core assets, the Company entered into an agreement to dispose off its wine business on slump sale basis at a total sale consideration of Rs. 3294 Lacs. The Agreement envisages compliance of certain pre-conditions by the Company. Pending the fulfillment of these conditions, the assets sale has not been recognized in accounts. However, since carrying book value of net assets in wind business is higher than the net realizable value, there is possible impairment in the value of wind business of Rs. 1500 Lacs which has also not been recognized in view of continuing uncertainty. In case this transaction does not materialize in near future, the wind business will be reinstated in the books as a cash generating unit.

MANAGEMENT RESPONSE TO THE COMMENTS FROM THE STATUTORY AUDITORS

The comments of the Auditors and Management action/response thereto being self explanatory, no further action appears to be necessary at this stage.

COST AUDITOR

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors} Rules, 2014, the Board had appointed M/s J.D & Associates, Cost Accountants as the Cost Auditor of the Company for a term of 1(One) year for the Financial Year 2014-15 to conduct the audit of cost records of the Company. Their Report, as received, did not contain any comment, calling for response at this stage.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel} Rules, 2014, the Board had appointed M/s. APAC and Associates, Company Secretaries in Practice, for a term of 1(One) year for the Financial Year 2014-15 to conduct the audit of Secretarial and related records of the Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is provided in Annexure-B to this Boards' Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

LISTING INFORMATION

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

Listing fee has been duly paid to all the Stock Exchanges for the Financial Year 2014-15 except for the DSE whose recognition has been withdrawn by SEBI on 19th November, 2014. Trading of the Equity Shares of the Company is not being carried out at DSE.

DISCLOSURES

Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Sub

Section (3)(m) of the Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies ( Accounts ) Rules, 2014, is not applicable to your Company

PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 disclosures pertaining to remuneration and other details as required are provided in Annexure-C to this Boards' Report.

During the year under review, 9(Nine) employees/directors were in receipt of remuneration of Rs. 60 lacs or more per annum, or, Rs. 5 lacs or more per month if employed for a part of the year. In accordance with the provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees/ directors are provided in the Annexure-D to this Boards' Report.

CORPORATE GOVERNANCE

Your Company's Corporate Governance philosophy stems from the belief that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor confidence.

Your Company has continuously been endeavouring to infuse the philosophy of Corporate Governance in all its activities so as to conduct its affairs to ensure equality to all stakeholders.

As required:-

a) A report on Corporate Governance together with a certificate received from Shri Vivek Arora, Company Secretary in Practice confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms the part of this Annual Report;

b) Management's Discussion and Analysis Report is also given separately which forms the part of this Annual Report.

SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Work Place {Prevention , Prohibition & Redressal } Act 2013. Internal Complaints Committee { ICC} has been set up to redress complaints received regarding sexual harassment . All employees of the Company { permanent , contractual , temporary , & trainees} are covered in this Policy.

Following is the summary of sexual harassment complaints received and disposed off during the calendar year :-No. of complaints received : Nil No of complaints disposed off :

NA EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is provided in Annexure-E to this Boards' Report.

VARIOUS POLICIES/PROGRAMME/CRITERIA ETC.

In compliance with Companies Act, 2013 and Rules made there under, Clause-49 of the Listing Agreement and SEBI Regulations, your Board of Directors and its various Committees have approved the following Policies/ Criteria/Programme at their various meeting to be held from time to time, and, the same have also been available on the website of the Company i.e. www.ansalapi.com

1. Enterprise Risk Management

2. Corporate Social Responsibility

3. Board Diversity

4. Related Party Transactions

5. Remuneration of Directors, Key Managerial Personnel & Other Employees

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

7. Material Subsidiary Companies

8. Performance Evaluation of Board & Independent Directors

9. Code of Conduct for Directors (Including Independent Directors) and Senior Management

10. Vigil Mechanism/ Whistle Blower Policy

11. Safety of Women Employees

12. Familiarisation Programme 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.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013 {Act} and based on the information provided by the Management, Directors hereby state that:

i) in the preparation of the Annual Accounts for the year ended the 31st March, 2015, the applicable Accounting Standards read with requirements read with Schedule III to the Act, have been followed and no material departures have been made from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the 31st March, 2015 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing 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 the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENT

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

• all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

• all the Bankers and Financial Institutions, the Central and State Governments as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

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

Your Directors also appreciate the devoted teamwork and professionalism of the employees of the Company and its subsidiaries and the Group, at all levels. The employees continue to remain the Company's most valuable resources and their sustained hard work has enabled your Company to successfully meet the challenges during the year under review and that lie ahead.

Regd. Office: 115, Ansal Bhawan  16, Kasturba Gandhi Marg  New Delhi-110001

For and on behalf of the Board

 CIN L45101DL1967PLC004759

(Sushil Ansal)

Chairman & Whole Time Director

Date: 01st September, 2015