Ansal Properties & Infrastructure Ltd Directors Report.

Dear Members/ Shareholders,

Your Directors are pleased to present the 52nd (Fifty Second) Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended the 31st March, 2019.

COMPANY PERFORMANCE

Financial Highlights (Standalone) (Rs. in Lakhs)
Particulars For the year ended 31.03.2019 For the year ended 31.03.2018
Sales & Other Income 64,875.23 56,881.50
Profit (Before Interest, Depreciation, 9,740.20 6,678.94
Exceptional Items and Taxes)
Less : Interest 12,497.18 10,170.97
Depreciation 232.24 331.97
Exceptional Items 2,183.63 2,562.75
14,913.05 13,065.69
Profit / (Loss) before Tax (5,172.85) (6,386.76)
Less : Provision for taxation 845.99 (2,529.53)
Profit / (Loss) after Tax carried to Balance Sheet (6,018.83) (3,857.23)
Other Comprehensive Income (Net of Tax) 11.40 25.92
Add :- Surplus Profit brought forward from previous year - -
Disposable Profit - -
Appropriation :-
- Proposed Dividend including Dividend Tax - -
- Transfer to General Reserve - -
- Debenture Redemption Reserve - -
Surplus (Deficit) carried to Balance Sheet (6,007.44) (3,831.31)

RESULTS OF OUR OPERATIONS

Net Loss for the year 2018-19 stood at Rs. (6,007.44) lakhs as against loss of Rs. (3,831.31) in the year 2017-18. The total turnover including other income for the year 2018-19 stood at Rs. 64,875.23 lakhs, as compared to Rs. 56,881.50 lakhs for the year 2017-18.

TRANSFER TO RESERVES

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

CAPITAL STRUCTURE

During the Financial Year 2018-19, there has been no change in the capital structure of the Company.

DIVIDEND

The Board of Directors of your Company, keeping in view the loss in the Financial Year 2018-19 and uncertainties in the real estate sector and so also the imperative need to conserve resources, has decided not to recommend any dividend for the said financial year.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 ("Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time as on 31st March, 2019, are set out in the Standalone Financial Statements forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company for the Financial Year 2018-19 have been prepared in accordance with the applicable provisions of Companies Act, 2013, Rules made thereunder, Indian Accounting Standards (IND –AS) and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as the "Listing Regulations"), and are forming part of this Annual Report.

FIXED DEPOSITS

As on the 31st March, 2019, fixed deposits stood at Rs. 9,955.69 lakhs as against Rs. 11,135.60 lakhs in the previous year.

As already reported earlier, the Company could not comply with the provisions of Section 73 and other applicable Sections of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore the Company had w.e.f. the 01st April 2014, stopped accepting/renewing fixed deposits. Since the Company was unable to make payments to its fixed deposit holders as per the schedule mentioned in its Fixed Deposit Schemes due to fund constraints arising out of downturn in the real estate market, a revised schedule of payment of fixed deposits was approved by the then Honble Company Law Board, New Delhi Bench ("CLB") vide its Order dated the 30th December, 2014.

Subsequently, fresh petition/s had been filed at Principal Bench of the Honble National Company Law Tribunal ("NCLT"), New Delhi for seeking further extension of time for repayment of Fixed Deposits ("FDs") payable as there was no improvement in the fund position of the Company and the real estate market continued to remain depressed.

In response thereto, NCLT passed Order/s for repayment of fixed deposits with certain conditions.

Thereafter, at the various hearings held before NCLT and at the last hearing held on the 25th July, 2019, NCLT has reviewed the status of its previous Order and decided that the scheme shall be further extended based on the compliance done by the Company.

The Company has made payments to the fixed deposit holders in compliance with the fresh proposal approved by NCLT till March, 2019. The next date of hearing will be on the 29th August, 2019.

The Company is complying with above NCLT Orders. Further, provisions of Sections 73 to 76 or any other relevant provisions of the Act whichever is applicable, are being complied by it except the Company has not maintained the liquid assets on or before 30 th April, 2019, as required under Section 73(2) of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 due to reasons mentioned aforesaid. Details relating to deposits covered under the aforesaid Rules are as follows: Deposit accepted during the year: Nil Deposit accepted before the 01st April 2014 is in compliance with the requirements of the Companies Act, 1956 and Rules there under.

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 2018-19 and the date of this Report which could affect the financial position of the Company.

DEVELOPMENT IN BUSINESS OPERATIONS / PERFORMANCE

There has been no change in Nature of Business of the Company during the Financial Year 2018-19.

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

During the last 52 years, it had been and 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 standalone 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, joint ventures and collaborations etc. The projects of your Company are located in the Delhi NCR, the States of Uttar Pradesh, Haryana, Rajasthan and Punjab..

Through Management Discussion and Analysis Report forming part of the Directors Report, your Board has tried to capture broader overview of the Global economic scenario and the Indian economy situation and more particularly the status of the real estate sector prevailing in the Country which have and shall have an impact on the nature of the Companys business and generally in the class of business in which the Company has interest.

No significant and material order has been passed by the Regulators or Courts or Tribunal affecting the going concern status and the Companys operations in future.

REAL ESTATE SECTOR

Real estate is one of the most important sector in India and has contributed a lot in the economic growth engine of the Country. The sector is instrumental in the growth of several other sectors in India through its backward and forward linkages. The entry of major private players in the education sector has created vast opportunities for the real estate sector. Emergence of nuclear families, rapid urbanisation and rising household income are likely to remain the key drivers for growth in all spheres of real estate, including residential, commercial and retail. Rapid urbanisation in the Country is pushing the growth of real estate.

The real estate sector including construction is a pivotal cog of economic growth for India, as it contributes the third highest share to the Indian economy and is also the third largest employer (after agriculture and manufacturing). With forward and backward linkages to over 250 sectors and ancillary industries, the real estate sector is the third-highest contributor to the economy of India.

The Indian real estate market is expected to touch US$ 1 trillion by 2030 and it will contribute 13 percent of the Countrys Gross Domestic Product (GDP) by 2025. Apart from the housing sector, which is contributing significantly to the Countrys GDP, Retail, Hospitality and Commercial Real Estate are also growing at rapid pace, providing the much-needed infrastructure for Indias growing needs.

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 standalone 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

Townships development is a trend that has already caught the acceptance of Indian real estate consumers. A trend that has played an essential role in opening the floodgates for the development of integrated townships across the Country that offer their residents the promise of a quality lifestyle tailored to suit every budget. 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 Indias infrastructure development.

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

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Your Company has always been a committed organisation in working towards social causes and meeting the societal expectations and thus ushering in cooperative relationship. With this very notion in mind, the Company now seeks to extend 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 its 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. The Corporate Social Responsibility (CSR) 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. The CSR policy approved by the Board is available on the website of the Company i.e. http://www.ansalapi.com/pdf/Corporate-Social-Responsibility-Policy2017. pdf

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

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 under-privileged sections of the society.

Annual Report on the Corporate Social Responsibility Activities for the Financial Year ended on the 31st March, 2019.

The CSR report for the Financial Year ended 31st March, 2019 is attached as Annexure – A to the Directors Report.

A. EDUCATION

Education imparts not just knowledge but nurtures an individuals evolution for the future. The key factor of knowledge is at the 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:

Ansal University

Chiranjiv Charitable Trust ("CCT") has established "Ansal University" under the Haryana Private Universities Act, 2006 in consonance with Section 2(f) of the University Grants Commission Act, 1956. Ansal University is dedicated to its mission to transform lives and communities through education and research and achieve excellence through participatory governance and focus on quality research and innovation.

The University has established various Schools and Centers of Excellence with a focus on education and research in Architecture, Planning, Design, Engineering & Technology, Management, Hospitality, Law and Health Sciences. The key pillars of educational philosophy of the University are; industry relevance, global orientation, trans-disciplinary learning and character building supported by research and innovation. The contemporary curriculum and innovative pedagogy, emphasizing on holistic development of personality prepare graduates to be industry ready professional and excellent human beings.

A brief of various schools of the University is given below:

Sushant School of Art & Architecture ("SSAA"):-Conceived with the objective of combining traditional Indian aesthetics and art and culture the school emphasizes on developing human sensibilities. SSAA not only fulfils this objective but also goes beyond and sets its own paradigm for others to emulate. SSAA has completed 30 years of its existence and it has been recognised as one of the top schools of architecture in the Country.

SSAA has associations with many international universities and institutions such as University of Westminster, Bartlett College of Architecture and AA School London. These international relationships ensure that SSAA is always in dialogue with the world community.

Sushant School of Design: Its curriculum is planned and progressed keeping in mind the individuals potential and abilities for pursuing the courses of interior designing, fashion and textiles designing, product designing, and visual communication. The School has academic collaboration with Art University of Bournemouth (AUB), UK.

School of Engineering and Technology: It is focussing on renewable energy and advanced technologies like Artificial Intelligence and Machine Learning, Cyber Security and Robotics Process Automation and Design and Development.

It offers Bachelors and Masters degrees in Computer Science Engineering, Civil Engineering, Electrical Engineering, Electronics and Communication Engineering and has collaboration with University of West of England, Bristol, UK. The School has collaborated with Lucideus Technologies to offer B-Tech in Cyber Security, Xebia to offer a specialization in DevOps and has established a Center of Excellence in IoT with IoT-NCR.

Sushant School of Business: The school offers futuristic programmes at Undergraduate and Post-Graduate levels and include MBA, BBA (H) and B.Com (H). In collaboration with the renowned University of Warwick, UK, the School emphasizes on practical learning and emphasizes on Entrepreneurship Development. The School offers all the functional specializations as part of BBA and MBA programmes.

School of Hospitality Management: It has been setup in partnership with Worlds No. One Hospitality School VATEL from France. The school is offering courses in Hotel Management & Catering Technology. School of Law: The University School of Law offers two 5-year LLB (H) programmes namely BA-LLB (H) and BBA- LLB (H), 3-year LLB (H) and LLM programmes. The school has highly qualified faculty members and has set up a unique Legal Aid Clinic with the Woman Police Station in Gurugram.

Sushant School of Planning & Development: To offer programmes in Planning, Development, Policy and Governance, the University carved out School of Planning and Development out of its School of Art and Architecture.

It offers Bachelors and Masters Degree programmes and has collaborated with Queens University of Belfast, UK.

Sushant School of Health Sciences ("SSHS"): The School offers allied health science programmes in niche areas of Cardio-vascular Technology, Optometry, Imaging Technology, Dialysis Technology, Lab Technology at both Undergraduate and Post Graduate levels. The School has some of its laboratories established in collaboration with OXSight, Menicon, Manthan Eye Care Health Centre and has set up a ICU simulator in collaboration with YUVA Healthcare Institute.

Ansal University, in line with its vision and mission has established i4 Centre at Ansal University in collaboration with Sam Circle USA to promote research, entrepreneurship development and innovation exchange. Sam Circle will work through its associate India International Innovation Institute (i4) in India.

B. RESEARCH & RESOURCES CONSERVATION

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

Scientific Research Program In this era of technological advancement throughout the World, there is need for development of new technologies. Therefore, your Company has undertaken a scientific research program to bring out innovations in the field of Solar Energy Projects.

In India there is a wide gap between the demand for electricity and its availability, leading to load shedding in many areas particularly in rural areas. To plug the gaps, small auxiliary power plants are being set up by the governments which are based on gas and oil to make them cost efficient. The solar thermal systems can provide very efficient and cost- effective alternatives for power demands. The project of your Company is expected to yield 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, upgradation, conservation, water harvesting, etc. and plantation of trees etc. as a part of the sustainable development.

C. DAY CARE CRECHE FACILITIES AT PROJECT SITES

Your Company, through an NGO- ‘Mobile Creches, strives to ensure a healthy and secure childhood for children through quality day care programs aimed at holistic development. This further creates favorable conditions for Women to work at the Companys 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 twelve year olds, with trained, experienced and caring staff.

D. 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

E. HEALTHCARE

Diya India Foundation:- This NGO is 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.

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 Sh. 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/ health camps are organized every year and many are getting benefitted through camp facility.

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

Many plots/flats are reserved for Economically Weaker Sections of the society, in townships of your Company, which are in the process of development. The plots/flats were allotted through open public lottery system at highly subsidised rates with easy interest free instalments. The affordable homes are being developed in the projects at 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.

G. SENIOR CITIZEN HOME

A plot of 1000 sq. m. had been donated long ago to establish a Senior Citizens Home in Palam Vihar, Gurgaon. Free technical and engineering support was provided to build this home called Chiranjiv Karam Bhoomi. Several senior citizens are staying in this home which is being run by Divya Chaya Trust comprising Dr. (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 your Company, a non-profit making company is promoting literary works in Hindi and other regional languages. Kusumanjali Foundation has been established by Dr. (Mrs.) Kusum Ansal, the well-known writer and supported by your Company.

A literary charitable organisation known as SAMVAD was successfully launched many years ago. It provides an opportunity for creative writers where their literary works are discussed and analysed. Your Companys social and charitable initiatives have been giving support for more than two decades. 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.

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 given by the Audit Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control with reference to financial statements. The Board of Directors have noted/approved the policies and procedures adopted by the Company for ensuring an orderly and efficient conduct of its business, including adherence to Companys 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 AND JOINT VENTURE COMPANIES

During the Financial Year 2018-19, no company has become or ceased to be a Subsidiary or Joint Venture of the Company. During the Financial Year 2018-19, your Company has 84 (Eighty Four) Subsidiary companies and 02 (Two) Joint Venture companies.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary and joint venture Companies in Form AOC-1 is provided at the end of the Consolidated Financial Statement and hence not repeated in this Report. For the highlights / performance of each of the Subsidiaries and Joint Venture companies, and their contribution to the overall performance of the Company during the period under report, the members are requested to refer to the Consolidated Financial Statement 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, 2013, separate audited financial statement (Standalone and

Consolidated, wherever applicable) in respect of each of the Subsidiaries and Joint Venture Companies shall be kept open for inspection at the Registered Office of your Company during working hours (10.00 A.M to 05.00 P.M.) for a period of 21 days before the date of the Annual General Meeting of the Company. It shall also make available these documents upon request by any member of the Company. The separate audited financial statement in respect of each of the subsidiaries 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 (duly amended) and the same is available on the website of the Company i.e. http://www.ansalapi.com/pdf/Policy-for-MaterialSubsidiaryCompanies2017.pdf

BOARD MEETINGS

During the Financial Year under review, 05 (Five) meetings of the Board of Directors were duly held on 30th May, 2018, 13th August, 2018, 10th November, 2018 (Meeting was adjourned to 14th November, 2018), 12th January, 2019 and 13th February, 2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directorship

Resignation:

During the Financial Year under review, Dr. Ramesh Chandra Vaish (DIN: 01068196), Shri Prithvi Raj Khanna (DIN: 00048800), Shri Dharmendar Nath Davar (DIN: 00002008) and Smt. Archana Capoor (DIN: 01204170), Non Executive and Independent Directors of the Company had resigned from the position of Directorship of the Company w.e.f. the 13th September, 2018, 03rd October, 2018, 03rd November, 2018 and 15th November, 2018, respectively. Shri Bihari Lal Khurana (DIN: 00671592), Non-Executive and Independent Director was appointed on the Board w.e.f. 10th November, 2018, and served for a short tenure till the 08th December, 2018 which was the effective date of his resignation. All the aforementioned

Directors resignations are before the expiry of their tenure due to reasons mentioned herein below. The Board of Directors had placed on record its appreciation for the valuable services rendered by the aforementioned Directors during their tenure on the Board of the Company.

Name of Director Designation Reasons for Resignation before the expriry of term
Dr. Ramesh Chandra Vaish Non Executive Independent Director Personal reasons, age factor, health reasons and physical in-capacitance
Shri Prithvi Raj Khanna Non Executive Independent Director Personal reasons and age factor
Shri Dharmendar Nath Davar Non Executive Independent Director Physically incapacitated to carry out duties
Smt. Archana Capoor Non Executive Independent Director Technical issue
Shri Bihari Lal Khurana Non Executive Independent Director Personal reasons and age factor

After the close of the Financial Year 2018-19, Shri Anil Kumar (DIN: 00002126), erstwhile Joint Managing Director & CEO of the Company has resigned from the Board of Directors w.e.f. the close of working hours on the 20th April, 2019 due to health reasons and other family circumstances.

Appointment/ Re-appointment:

To meet the requirement of optimum combination of Executive and Non-Executive Directors on the Board of Directors, Smt. Jagath Chandra and Shri Arvind Kumar Gupta, Non Executive and Independent Directors were inducted as Additional Directors w.e.f. 10th November, 2018 and 12th January, 2019, respectively.

After the close of the financial year 2018-19, Shri Yogesh Gauba and Shri Malay Chatterjee, have been appointed as Whole-Time Director and Chief Executive Officer (CEO) and Non Executive Independent Director, respectively, w.e.f. the 27th May, 2019. Prior to the said appointment, Shri. Yogesh Gauba is already a Director in Ansal API Infrastructure Limited, a wholly owned subsidiary of the Company, and in which he is also providing consultancy services.

After the closure of the Financial Year 2018-19, Dr. Lalit Bhasin, Non Executive Independent Director of the Company whose term is due to expire on the 28th September, 2019 has been re-appointed by the Board of Directors for a second term, subject to the approval of the members.

The matters of appointment/ re-appointment along with other details of Smt. Jagath Chandra, Shri Arvind Kumar Gupta, Shri Malay Chatterjee, and Dr, Lalit Bhasin, along with other details, are included in the notice of this 52nd Annual General Meeting.

Change in Company Secretary and Compliance Officer

During the Financial Year under review, Shri Abdul Sami had resigned from the position of Company Secretary w.e.f the 13th August, 2018. However, he has been appointed again and holds the position of General Manager (Corporate Affairs) & Company Secretary w.e.f. the 10th November, 2018, in place of erstwhile Company Secretary, Shri Deepak Jain (appointed as Company Secretary w.e.f the 25th September, 2018), who left the services of the Company from the closure of working hours on the 27th October, 2018.

Declaration by Independent Directors

The Company has received the requisite/ neccessary declarations from the aforesaid Independent Directors, under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations and are not debarred from holding the office of directors pursuant to any SEBIs Order or any other authority. Moreover, they are also not disqualified to become the directors under the Act and Rules.

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. The Independent Directors are to be excluded from the calculations of rotational and non-rotational directors. In view of the provisions of the Articles of Association of the Company, Companies Act, 2013 and Rules framed thereunder and in compliance thereto, out of total 07 (Seven) Directors of the Company, 03 (Three) Executive Directors shall be the persons whose period of office is liable to determination by retirement by rotation, out of which Shri Yogesh Gauba is an additional director, and the balance 04 (Four) directors are Independent Directors who are non-rotational. 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 and Shri Pranav Ansal, Vice-Chairman and Whole-Time Director of the Company, is due to retire by rotation at the ensuing AGM. Being eligible for re-appointment they offer themselves for reappointment. The matter of re-appointing them is included in the Notice of this 52nd Annual General Meeting.

Brief profile of the directors proposed to be appointed/re-appointed is annexed to the Notice of this 52nd Annual General Meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations"), Nomination and Remuneration Committee at their meeting held on 12th August, 2014 had laid down the criteria for performance evaluation of the Board, its Committees and Directors which was also approved by the Board of Directors. The said criteria have been amended and approved by the Board of Directors at their meeting held on 12th August, 2017.

Accordingly, the Annual Performance Evaluation of the Board, its Committees and each Director was carried for the Financial Year 2018-19. Structured questionnaires were prepared, covering various aspects of the functioning of the Board, its Committees and Individual Directors, which inter-alia included diversity of experience, appropriate composition, monitoring of compliances with respect to laws & regulations, demonstration of worthiness, proactiveness in addressing issues, consideration of Internal Audit Report, Management Responses, attendance at the meetings etc. The members of Board have carried out the evaluation of the Board as a whole, 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 meeting held on the 13th February, 2019 had reviewed/assessed/ discussed, inter-alia, (1) the performance of Non Independent Directors (Executive Directors viz. Chairman, Vice Chairman and Joint Managing Director and CEO) and the Board as a whole, (2) the performance of the Chairman after taking into consideration the views of Executive and Non Executive Directors, and (3) the quality, quantity and timeliness of flow of information between the

Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Nomination and Remuneration Committee at its meeting held on the 13th February, 2019 has carried out evaluation of every Directors performance and Board as a whole.

The criteria for Performance Evaluation of Board & Independent Directors (duly reviewed), is also available on the website of the Company i.e. http://www.ansalapi.com/pdf/Model-Criteria-for-Performance-Evaluation-of-Board&Its-

Committee&Directors.pdf

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company 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, (duly reviewed), is also available on the website of the Company i.e. http://www.ansalapi.com/pdf/Policy-on-

RemunerationofDirectors,Key-Managrial-Personnel&Other-Employees2017.pdf

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year 2018-19 with related parties were in the ordinary course of business and on an arms 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 Indian Accounting Standard -24 are disclosed in Note No. 66(b) 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 the Listing Regulations and Sections 177 and 188 of the Companies Act, 2013 and its Rules. A Policy on Related Party Transactions, "as amended", specifying the manner and criteria of entering into said transactions has been formulated and the same is available on the website of the Company http://www.ansalapi.com/pdf/Policy-on-

Related-Party-Transactions2017.pdf RISK MANAGEMENT

The Board has approved the Enterprise Risk Management Policy for Risk Assessment and its Minimization on the 16th May, 2015 which has been amended, and the same is available on the Companys website i.e. http://www.ansalapi.com/pdf/ Risk-Management-Policy-2017.pdf

The Audit Committee/ Board of Directors review the efficacy of the Enterprise Risk Management process, the key risks associated with the business of your Company and the measures in place to mitigate the same. No risk has been identified in the Company which may threaten its existence.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of the Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Board of Directors have approved the 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 meeting held on the 12th August, 2017.

In exceptional cases, where a whistle blower, due to the gravity and seriousness of the concern or grievance or due to his/ her being not satisfied with the outcome of the investigation and the decision, he/she can have personal and direct access to the Chairperson of the Audit Committee. The status of the complaints under the Vigil Mechanism, if any, is placed before the Audit Committee on a quarterly basis. During the year under review, no complaint was received by the Company under Vigil Mechanism/ Whistle Blower Policy.

The Policy on Vigil mechanism/ Whistle blower, (duly reviewed), is available on the Companys website i.e http://www. ansalapi.com/pdf/Vigil-Mechanism-Whistle-Blower-Policy2017.pdf

AUDITORS AND AUDITORS REPORT STATUORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s S. S. Kothari Mehta & Company, Chartered Accountants, Firm Registration No. 000756N, having their office at 146- 149 Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi-110065, were appointed as the Statutory Auditors of the Company by the members/shareholders at the Forty Eighth (48th) Annual General Meeting of the Company held on 30th September, 2015 for a period of five years i.e. up to Fifty Third (53rd) Annual General Meeting of the Company to be held in the year 2020. The said appointment is subject to ratification by the members/shareholders at every Annual General Meeting. However, in terms of the Companies (Amendment ratification Act), 2017 w.e. the 07thMay, 2018, the said is not required. No fraud has been reported by the Statutory Auditor of the Company in the course of the performance of his duties as Auditor in terms of the provisions of Section 143(12) of the Companies Act, 2013 and it Rules.

Report

The Notes to Accounts (Standalone), forming part of Balance Sheet as at the 31st March, 2019 and Profit & Loss Account for the year ended on that date, referred 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 Managements response/ explanations to certain Emphasis of Matters ("EOMs") /qualifications appearing in the Auditors Report on Accounts for the Financial Year ended on the 31st March, 2019 are as under:

EOMs

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. 34.48 Cr has been claimed up to the year ended 31st March, 2011 under section 80 IA of the Income Tax Act, 1961 being tax profits arising out of sale of Industrial Park units, pending the of the same by Central Board of Direct Taxes. The Competent Authority has not approved application of the Company. The Company has filed the Review Petition against the direction of Authority to reconsider its application. 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) notification Scheme, 2010, hence, eligible for under section 80 IA (4) (iii) of the Act.

ii). The matter regarding repayment of Public Deposits and Interest thereon is pending before the Honble National Company Law Tribunal, North Delhi Bench on an application filed by the Company for appropriate extension or relief in the scheme of repayment already sanctioned by Honble Company Law Board (CLB) and the next date fixed for hearing will be the 15-07-2019. However, the Company has reduced outstanding principal amount of fixed deposit by Rs.11.80 Cr (from Rs. 111.36 Cr to Rs. 99.56 Cr) and interest of Rs. 6.96 Cr. during the current financial year in compliance with the directions by the Honble National Company Law Tribunal. The following banks have issued SARFAESI Notices to the Company.

iii). Bank-wise details are as under:-

a) In case of Bank of Maharashtra, the Company opted for one time settlement (OTS), which has been approved. Pursuant to approval, the Company has to pay total amount of Rs. 35.70 Cr. The Company has entered into an agreement with a buyer for the sale of a part of the Green Escape project for which the Company has received LOI under Deen Dayal Jan Awas Yojna (DDJAY) Scheme. The Company proposes to pay the full amount to the Bank. Bank has also filed a case in DRT against the Company in this regards.

b) Indian Bank classified a loan account of Ansal Hi-Tech Townships Limited, a subsidiary of the Company, as Non Performing Assets and filed a case in NCLT. Subsequently, Bank has withdrawn the NCLT case after receiving a sum of Rs. 6.01 Cr. paid by the Company. Further, company has submitted a proposal for restructuring of the loan amount which is under consideration in the Head Office.

c) Allahabad Bank has in principle agreed to the Companys proposal for restructuring of loan of Rs.106.60

Crores. Since February, 2019, the Company has paid a sum of Rs. 4.04 Cr. to the Bank and requested the Bank for restructuring the repayment terms of the Loan. Bank is getting a TEV report for the Project and thereafter will send it to their Head Office. Bank has also filed a case in DRT against the Company in this regards.

d) The Company availed a loan from Bank of India for Bliss Delight Project, Lucknow, which has become NPA. The Principal Amount due is of Rs.7 Cr as on 31st March 2019. The Company has submitted restructuring proposal for payment of their dues and the same is under active consideration by the Bank.

iv). A show cause notice was received from UP-RERA on the basis of report of Currie & Brown, who conducted forensic audit of Lucknow Projects at the direction of UP-RERA, regarding reported diversion of fund of Rs. 606 Cr from 91 RERA Registered projects since their inception i.e. during a period about 10 years. The Company has submitted a detailed reply / clarification to RERA Authority and Stock Exchanges denying alleged diversion of funds on the basis of detailed workings given to UP-RERA.

v). The Company has received notices from UP-RERA Authority for de-registering six projects out of 91 projects registered in Sushant Golf City, Lucknow. These notices are on the ground of a) not adhering of 70:30 sharing of Customer Collections, b) not providing the correct and complete information on the Website of UP-RERA in respect to these projects,

c) not providing quarterly information to RERA Authorities. The Company has submitted a detailed reply and has undertaken to provide and upload all relevant factual information on quarterly basis as per RERA guidelines.

Qualifications

1. The Company is holding 36,190 nos. Equity Shares and 23,49,63,810 nos. Compulsorily Convertible Preference Shares (unquoted) in Ansal Urban Condominium Private Limited totaling to Rs. 47.92 Cr. As per fair valuation, per share value comes to Rs. 1.11 against Rs. 2/-, resulting diminution in the value of investment of Rs. 21.84 Cr. This has been shown under Exceptional Item in the Results.

2. The Company has accounted for impairment provision in respect of lower realization of inventory and reduction in saleable area amounting to Rs. 29.89 Cr. in one of the Projects. The figures of the corresponding previous year / period have been regrouped, rearranged and reclassified, wherever necessary.

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 of the Directors of your Company at its meeting held on 13th August, 2018 had appointed M/s J.D & Associates, Cost Accountants, Firm Registration No. 101443, as the Cost Auditor of the Company for a term of 01(One) year, to conduct the audit of Cost records of the Company for the Financial Year 2018-2019. The Cost Audit Report does not contain any qualification, observation or adverse remarks or disclaimer.

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 of the Directors of your Company at its meeting held on 13th August, 2018 had appointed M/s. APAC and Associates, Company Secretaries in Practice, CP No. 7077, for a term of 01(One) year to conduct the audit of Secretarial and related records of the Company for the Financial Year 2018-2019. The Secretarial Audit Report for the Financial Year ended the 31st March, 2019 is annexed herewith marked as Annexure - B to this Report. The Secretarial Audit Report does not contain any qualification, or adverse remarks or disclaimer. However, the Companys comments are also included in the Report in relation to their observation.

LISTING INFORMATION

Equity shares of your Company are listed on the National Stock Exchange of India Ltd. ("NSE") and BSE Ltd. ("BSE"). Listing fee has been duly paid to NSE and BSE for the Financial Year 2019-20.

DISCLOSURES

Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Clause (m) of sub-section (3) 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.

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

(Rs. in Lakhs)
Sl. No. Particulars For the Financial Year ended on 31.03.2019 For the Financial Year ended on 31.03.2018
(i) Expenditure in Foreign Currency
Travelling expenses - 4.39
Imported Materials - -
Purchase of Material - -
Total Nil 4.39
(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 of Managerial Personnel) Rules, 2014, as amended, disclosures pertaining to remuneration and other details as required are provided in Annexure - C to Directors Report.

In accordance with the provisions of Section 197(12) of the Act read with 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 the name employees/ directors who were in receipt of remuneration of Rs. 1.02 Crores or more per annum, if employed for whole of the year or, Rs. 8.5 lakhs or more per month if employed for a part of the year are provided in the Annexure -D to Directors Report.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a system of rules, guidelines, practices and processes which not only enables it to operate in a manner that meets the ethical legal and business expectations, but also helps it to maximise stakeholders value on a sustainable basis.

A report on Corporate Governance together with a certificate received from Mrs. Tanvi Arora, Company Secretary in Practice confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations, as amended, forms the part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given separately and 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 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 and 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 during the financial year 2018-19 : Nil
No. of complaints disposed of during the financial year 2018-19 : Nil
No. of complaints pending as on 31st March, 2019 : Nil

EXTRACT OF ANNUAL REPORT

Extract of Annual Report of the Company are provided in the Annexure -E to Directors Report.

VARIOUS POLICIES/ CRITERIA/ PROGRAMS etc.

In compliance with Companies Act, 2013 and Rules made there under, Listing Regulations and other applicable laws, the Board of Directors of your Company and its Committee/s have duly reviewed and amended the following Policies/ Criteria/ Programs, and, the same are available on the website of the Company i.e. http://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 the Company.

8. Policy for Material Subsidiary Companies.

9. Criteria for Performance Evaluation of Board & Independent Directors.

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

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

This is not applicable on the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of sub- section 3(c) Section 134 of the 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 financial year ended 31st March, 2019, the applicable Indian Accounting Standards 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 judgments 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, 2019 and of the profit & loss incurred by 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 including applicable Secretarial Standards (SS -1 and SS-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 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 Companys 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: By and on behalf of the Board of Directors
115, Ansal Bhawan, For Ansal Properties & Infrastructure Ltd
16, Kasturba Gandhi Marg, New Delhi-110001
CIN L45101DL1967PLC004759 Sd/-
(Sushil Ansal)
Chairman & whole Time Director
DIN: 00002007
Date : 13th August, 2019
Place : New Delhi