You are on page 1of 111

A N N U A L R E P O R T 2 0 0 6 - 2 0 0 7

1
V I S I O N
To fulfill growing aspirations of
our customers by building
world-class real estate solutions
and redefining lifestyle standards.

2
T h e i m a g e s h o w n o n t h e c o v e r i s o f a t y p i c a l G o l f Vi l l a a t S u s h a n t G o l f C i t y, L u c k n o w d e s i g n e d b y K T Y G o f T h a i l a n d .
Mr. Sushil Ansal (Chairman) & Mr. Pranav Ansal (MD & Vice Chairman)

CHAIRMAN’S MESSAGE
The success and prestige of Ansal API began as the dream of one man
that later transformed into the dream of many. We endeavor to open new
vistas in the field of realty that far exceed the expectations of our patrons.
All geared up for the future, we have the key factors for success necessary
to withstand the winds of change. Recently Ansal API initiated ‘Green
Power’ revolution and became the first in the realty sector to use non-
conventional energy sources like solar power for lighting and heating
purposes, and bio-diesel for generators. With the aim of further diversification
to reach other local and regional markets, we have a bouquet of SEZ
projects. We build and maintain trust, integrity and transparency in every
project we undertake, to extend further our credibility across the global
market. This is demonstrated through our association with renowned
groups like Deeyar, and UEM, Malaysia’s largest conglomerate. These
liaisons will bring more advanced technology and engineering acumen
to the company. With our well-recognized market presence with a strong
portfolio in lifestyle, hospitality and entertainment segments, you can
keep expecting more from us. Needless to say, we will continue to strive
and accomplish our dreams and goals to usher in a resplendent future.
Sushil Ansal
Chairman, Ansal API

3
Board of Directors & Company Informations 5

Notice of Annual General Meeting 6-15

Directors’Report 16 -28

Corporate Governance Report 29-48

Management Discussion & Analysis 49-54

Auditors’ Report 55-58

Balance Sheet 59

Profit & Loss Account 62

Cash Flow Statement 65

Schedules 68-82

Balance Sheet Abstract & Business Profile 83

Consolidated Accounts 84-107

Information of Subsidiary Companies as per 108-110


approval u/s 212 (8) of Companies Act, 1956

4
BOARD OF DIRECTORS
Mr. Sushil Ansal Chairman
Mr. Anil Kumar Whole Time Director & Chief Executive Officer
Mr. Pranav Ansal Director
Mr. D.N. Davar Director
Dr. R. C. Vaish Director
ACM O. P. Mehra (Retd.) Director
Mr. Rahul C. Kirloskar Director
Mr. Lalit Bhasin Director
Mr. P. R. Khanna Director

AUDIT COMMITTEE MEMBERS


Mr. D.N. Davar Chairman
Dr. R. C. Vaish Vice-Chairman
ACM O. P. Mehra (Retd.) Member
Mr. P. R. Khanna Member

SR. VICE PRESIDENT (CORP. AFFAIRS)


& COMPANY SECRETARY
Mr. Amitav Ganguly

CHIEF FINANCIAL OFFICER


Mr. Anup Kapoor

STATUTORY AUDITORS
M/s Khanna & Annadhanam
Chartered Accountants
New Delhi
FINANCIAL INSTITUTIONS
Housing Development Finance Corporation Limited
Infrastructure Leasing & Financial Services Limited
BANKERS
Punjab National Bank
UCO Bank
The Jammu & Kashmir Bank Ltd.
Oriental Bank of Commerce
Syndicate Bank
Yes Bank Ltd.
REGISTERED OFFICE
115, Ansal Bhawan
16, Kasturba Gandhi Marg
New Delhi-110001

5
NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 40th Annual General Meeting of the Company will be held on Saturday, the 22nd
day of September, 2007 at 11.00 A.M. at Sri Sathya Sai International Centre & School, Lodhi Road, New Delhi-
110003 to transact the following business :
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2007 and the Profit & Loss Account
together with the Consolidated Financial Statement of Accounts for the year ended on that date, together with the
Directors’ Report and Auditors’ Report thereon.
2. To confirm Interim Dividend already declared and paid, and, to declare Final Dividend on Equity Shares.
3. To appoint a Director in place of Mr. D.N. Davar who retires by rotation and, being eligible, offers himself for re-
appointment.
4. To appoint a Director in place of Mr. Rahul C. Kirloskar who retires by rotation and, being eligible, offers himself for
re-appointment.
5. To appoint a Director in place of Mr. P.R. Khanna, who retires by rotation and, being eligible, offers himself for re-
appointment.
6. To appoint Statutory Auditors of the Company and to fix their remuneration.

SPECIAL BUSINESS

7. To approve and authorize issue of securities on public issue / rights / qualified institutions placement basis
/ any other basis.

To consider and if thought fit, to pass with or without modification/s, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED as a Special Resolution that in accordance with the provisions of Section 81(1A) and other applicable
provisions, if any, of the Companies Act, 1956, (including any amendment to or re-enactment thereof), the provisions of
Memorandum and Articles of Association of the Company, and the provisions of any other applicable law/s including
Foreign Exchange Management Act, 1999, and, subject to the approval of the Government of India, Reserve Bank of India
(“RBI”), Securities and Exchange Board of India (“SEBI”), Foreign Investment Promotion Board or any other regulatory
authority/institutions, as may be necessary, and, subject also to the consents, permissions and sanctions of such other
appropriate authorities, institutions or bodies, whether in India and/or abroad, as may be necessary; consent, authority
and approval of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to
as “the Board” which term shall be deemed to include any Committee to which the Board may or have delegated all or any
of its powers) to offer, issue and allot on rights basis and/or public issue basis and/or private placement basis and/or by
way of preferential allotment and/or any other basis, through Green Shoe Option and/or any other option/method, equity
shares / preference shares / debentures / bonds / warrants / securities, fully or partly convertible into equity / preference
shares / securities linked to equity / preference shares, the right of conversion or to receive securities, at the option of the
Company and/or the holders thereof, or otherwise, American Depository Receipt/s (“ADR”) / Global Depository Receipt/s
(“GDR”) / Foreign Currency Convertible Bond/s (“FCCB”), in Indian currency and/or foreign currency, in India and/or
abroad, (hereinafter collectively referred to as “the Securities”), as the Company may be advised, to the shareholders /
beneficial owners of shares of the Company, public, any other person/s including Foreign Institutional Investors (FIIs),
Non-Resident Indians (NRIs), Mutual Funds, Trusts or any other non residents, promoters, promoter group, persons
acting in concert, their relatives, associates, associate companies, their shareholders, trusts, societies, mutual funds,
financial institutions, banks, companies, firms, body corporates and employees of the Company or subsidiary/ies or
associates/associate companies, as the Board may in its absolute discretion decide (hereinafter collectively referred to as
“the Investors”), whether or not the Investors are members of the Company, to all or any of them, jointly or severally, such
offer, issue and allotment to be made at such time/s, in such tranch or tranches, at such price/s, at a discount or premium,
and in such manner and form including in physical/demat, and on such terms and conditions as the Board may in its
absolute discretion think fit and proper and in accordance with the laws, rules, regulations and guidelines prevailing in this
regard, provided that, the aggregate value of all securities issued and allotted or to be issued and allotted on conversion
and/or on exercise of option by the Company and/or Investors, shall not exceed Rs. 5000 crores.
RESOLVED FURTHER THAT within the aforesaid limit, approval of the Company be and is hereby given, to issue and
allot the securities, through Qualified Institutions Placement (“QIP”) basis to Qualified Institutional Buyers (“QIB”) pursuant
to Chapter XIIIA of SEBI (Disclosure and Investor Protection) Guidelines, 2000 so that the securities so issued and
allotted through such basis shall not exceed 5 times the net worth of the Company as at 31.03.2007, and, that the
Relevant Date for the purpose of pricing of issue of securities, issued and allotted through QIP basis to QIB is August 23,
2007, being 30 days prior to September 22, 2007 (i.e., the date on which this Annual General Meeting of the Company in
relation to the proposed issue under Section 81(1A) of the Companies Act 1956, is held).

6
RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of shares as may be
required to be issued and allotted upon conversion of any Securities and/or on exercise of option by the Company and/or
Investors or as may be necessary in accordance with the terms of the above offerings and/or issues, subject to the
provisions of applicale law/s.

RESOLVED FURTHER THAT in the event of the Company making a bonus issue of shares or rights issue of shares/
debentures prior to allotment of equity/preference shares on exercise of rights attached to the Securities/conversion of
Securities, the holders of such Securities shall be entitled to all bonus shares or right shares/debentures, in such proportion/
s as may be decided by the Board, at any time after the date of issue of the Securities with rights attached or convertible
securities, subject to such terms and conditions as the Board may deem fit and proper, and also subject to the provisions
of applicale law/s.
RESOLVED FURTHER THAT the Company and/or any agency or body authorized by the Company may issue GDR/s/
ADR/s and/or other form of securities mentioned herein above representing the underlying Equity Shares issued by the
Company in registered or bearer form with such features and attributes as are prevalent in capital markets for instruments
of this nature and to provide for the tradeability or free transferability thereof as per the prevailing practices and regulations
in the capital markets.
RESOLVED FURTHER THAT subject to necessary approval, consent, permission, the Board be and is hereby authorized to
convert the GDR/s/FCCB/s, into ADR/ADS and to list them at NASDAQ/NYSE or in any other Overseas Stock Exchange/s.
RESOLVED FURTHER THAT the shares so issued and allotted shall rank pari passu in all respects with the existing
shares of the Company.
RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorised to
agree to and to make and accept all such conditions, modifications and alterations stipulated by any relevant authorities
while according appovals or consents to the issue, as may be required/considered necessary, proper or expedient, and to
take all such actions/steps as may be necessary, desirable or expedient, including to take further consent/authority/
approval of members through postal ballot/s, if required/necessary, under any law/s or otherwise, and, to resolve and
settle all questions and difficulties that may arise in the proposed issues and allotments of the Securities, and, to do all
acts, deeds, matters and things which are incidental and consequential, as the Board may at its absolute discretion deem
necessary or desirable for such purposes, including, if necessary, creation of such mortgages and/or charges in respect
of the Securities on the whole or any part of the undertaking/s or uncalled capital of the Company, if any, under Section
293(1)(a) and other applicable provisions of the Companies Act, 1956, and, to execute such documents or writings as
Board may consider necessary or proper or incidental to give effect to this Resolution.”

8. To approve and authorize for increasing the limit of 24% for holding by registered FII up to Sectoral Cap /
Statutory ceilings.

To consider and if thought fit, to pass with or without modification/s, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED as a Special Resolution that in accordance with Regulation 5(2) of Foreign Exchange Management (Transfer
or Issue of Security by a Person resident outside India) Regulations, 2000 read with Schedule 2 thereof regarding purchase
/ sale of shares/ convertible debentures of an Indian Company by a registered Foreign Institutional Investors (FIIs) under
Portfolio Investment Scheme (PIS) and other applicable provisions, if any, of Foreign Exchange Management Act, 1999
(including any amendment to or re-enactment thereof), the provisions of Memorandum and Articles of Association of the
Company, and the provisions of any other applicable law/s, and, subject to the approval of the Government of India,
Reserve Bank of India (“RBI”), Securities and Exchange Board of India (“SEBI”), Foreign Investment Promotion Board or
any other regulatory authority/institutions, as may be necessary, and, subject also to the consents, permissions and
sanctions of such other appropriate authorities, institutions or bodies, whether in India and/or abroad, as may be necessary,
and also subject to such policies , notifications , clarifications, regulatory frame work and the like of the Government as
may be in force from time to time; consent, authority and approval of the Company be and is hereby accorded to increase
the maximum limit of holding, by registered FIIs, of 24% of the paid up equity capital of the Company up to the Sectoral
cap / statutory ceilings, as applicable at the relevant time.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board of Directors of the Company (hereinafter
referred to as “the Board” which term shall be deemed to include any Committee to which the Board may or have delegated
all or any of its powers) be and is hereby authorised to agree to and to make and accept all such conditions, modifications
and alterations stipulated by any relevant authorities while according appovals or consents, as may be required/considered
necessary, proper or expedient, and to take all such actions/steps as may be necessary, desirable or expedient, including
to take further consent/authority/approval of members through postal ballot/s, if required/necessary, under any law/s or
otherwise, and, to resolve and settle all questions and difficulties that may arise, and, to do all acts, deeds, matters and
things which are incidental and consequential, as the Board may at its absolute discretion deem necessary or desirable
for such purposes and, to execute such documents or writings as the Board may consider necessary or proper or incidental
to give effect to this Resolution.”

7
9. To approve increase in the Authorized Share Capital of the Company from Rs. 110 crores to Rs. 150 crores.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:

“RESOLVED as an Ordinary Resolution that pursuant to the provisions of Section 94 of the Companies Act, 1956, and
other applicable provisions, if any, and Article No 59 and other applicable articles of the Articles of Association of the
Company, consent of the Company be and is hereby accorded to increase the Authorized Share Capital of the Company
from Rs. 110,00,00,000/- (Rupees One Hundred Ten Crore only) {divided into 16,00,00,000 (Sixteen Crore) Equity Shares
of Rs. 5/- (Rupees Five) each and 30,00,000 (Thirty Lacs) Preference Shares of Rs. 100/- (Rupees Hundred) each} to Rs.
150,00,00,000/- (Rupees One Hundred Fifty Crores only) {divided into 24,00,00,000 (Twenty Four Crore) Equity Shares of
Rs. 5/- (Rupees Five) each and 30,00,000 (Thirty Lacs) Preference Shares of Rs. 100/- (Rupees Hundred) each} by way
of addition of 8,00,00,000 (Eight Crore) Equity Shares of Rs. 5/- (Rupees Five) each ranking pari-passu in all respects to
the existing Equity Shares of the Company.

RESOLVED FURTHER THAT Clause V of the Memorandum of Association of the Company be substituted with the
following new Clause:

V. The Authorized Share Capital of the Company is Rs. 150,00,00,000/- (Rupees One Hundred Fifty Crores only)
divided into 24,00,00,000 (Twenty Four Crore) Equity Shares of Rs. 5/- (Rupees Five) each and 30,00,000
(Thirty Lacs) Preference Shares of Rs. 100/- (Rupees Hundred) each with rights, privileges and conditions
attached thereto as provided by the regulations of the Company for the time being in force and with power to
increase and reduce the Capital of the Company and to divide the shares in the Capital for the time being into
several classes and to attach thereto respectively such preferential rights, privileges or conditions, as may be
determined by or in accordance with the regulations of the Company and to vary, modify or abrogate any such
rights, privileges or conditions in such manner as for the time being be provided by the regulations of the
Company and in adherence to all the prevailing laws.

RESOLVED FURTHER THAT the Board of Directors of the Company or its Committee, to which the Board may delegate
its powers, from time to time, be and are hereby authorized to do all the necessary acts/ deeds/ things and to take all such
consequential and incidental steps as may be required to give effect to this Resolution.”

10. Authorization to Board for creation of charge etc. in terms of Section 293{1}{a} of the Companies Act, 1956.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:

“RESOLVED THAT, in superssession of the Ordinary Resolution passed by the Members at their Annual General Meeting
held on September 28, 2006, and pursuant to the provisions of section 293{1}{a} of the Companies Act, 1956, as may be
amended from time to time, and other applicable provisions, if any, of the Companies Act, 1956, and the Articles of
Association of the Company; approval and consent of the Company be and is hereby accorded to the Board of Directors
of the Company to charge / mortgage / create security/encumber in respect of the whole or substantially the whole of the
undertaking/s of the Company including all or any of its moveable or immoveable property{ies}, both present and future,
from time to time, on behalf of the Company, for securing the loan(s) up to Rs. 3000 crores availed / to be availed by the
Company, in any form or manner or otherwise, in one or more tranches, from any bank/ financial institution/other lenders,
on such terms and conditions, as may be decided by the Board of Directors, from time to time.

RESOLVED FURTHER THAT the Board of Directors of the Company or its Committee/s to which the Board may delegate
its powers, from time to time, be and are hereby authorized and empowered, on behalf of the Company, to do or cause
to be done all such acts, deeds, things and matters, as may be necessary, and, also incidental thereto to give effect to this
Resolution which include, to finalize, sign and/or execute any document(s)/ agreement(s), other deeds or writings, and
affixing the common seal of the Company on such paper/s, as may be necessary, as per the provisions of the Articles of
Association of the Company”.

11. Increasing the borrowing powers of the Board in terms of Section 293{1}{d} of the Companies Act, 1956,

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:
“RESOLVED THAT, in superssession of the Ordinary Resolution passed by the members at their Annual General Meeting
held on the September 28, 2006 and pursuant to the provisions of section 293{1}{d} of the Companies Act, 1956, as may

8
be amended from time to time, and other applicable provisions, if any, of the Companies Act, 1956, and the Articles of
Association of the Company ; approval and consent of the Company be and is hereby accorded to the Board of Directors
of the Company, to borrow money(s), from time to time, for and on behalf of the Company, from any bank/ financial
institution/lenders, in any form or manner or otherwise, in one or more tranches, whether as unsecured or secured, on
such terms and conditions as may be decided by the Board of Directors, notwithstanding that the moneys to be borrowed
together with money(s) already borrowed by the Company {apart from the temporary loans obtained / to be obtained from
the Company’s bankers in the ordinary course of business} exceed the aggregate of paid up share capital and free
reserves of the Company, { i.e. reserves not set apart for any specific purpose}, provided that the total amount of the
borrowings by the Board of Directors, at any time, shall not exceed the limit of Rs. 3000 crores over and above the
aggregate of paid up share capital and free reserves of the Company.
RESOLVED FURTHER THAT the Board of Directors of the Company or its Committee/s to which the Board may delegate
its powers, from time to time, be and are hereby authorized and empowered, on behalf of the Company, to do or cause
to be done all such acts, deeds, things and matters, as may be necessary, and, also incidental thereto to give effect to this
Resolution which include, to finalize, sign and/or execute any document(s)/ agreement(s), other deeds or writings, and
affixing the common seal of the Company on such paper/s, as may be necessary, as per the provisions of the Articles of
Association of the Company”.

12. To approve the increase in remuneration of Mr. Anil Kumar, Whole Time Director & CEO and revise his
grade.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Sections 198, 309 and 310 read with Schedule-XIII of the Companies
Act, 1956, as amended from time to time, and other applicable provisions, if any, of the Companies Act, 1956, and
provisions of Articles of Association of the Company, the salary grade of Mr. Anil Kumar, Whole Time Director & CEO,
which has been revised and extended, as follows, by the Board of Directors, on the basis of the recommendation made
by the Compensation/ Remuneration Committee at their respective Meetings held on August 24, 2007, in terms of
authorization conferred on them by the Members vide the Ordinary Resolution passed at Annual General Meeting held on
the 26th September, 2005, be and is hereby approved with effect from 1st January 2008:-

Existing salary grade Revised and extended salary grade


w.e.f. 1-1-2008
Rs. 1,20,000-8500-3,32,500 Rs. 1,20,000-8500-3,32,500-20,000-8,32,500

RESOLVED FURTHER THAT pursuant to the provisions of Sections 198, 309 and 310 read with Schedule-XIII of the
Companies Act, 1956, as amended from time to time, and other applicable provisions, if any, of the Companies Act, 1956,
and provisions of Articles of Association of the Company, the following increased remuneration of Mr. Anil Kumar, Whole
Time Director & CEO, by way of revision w.e.f. 01.01.2008, which is within the limits of Schedule XIII of the Companies Act,
1956 and in accordance with the revised and extended grade, and which also has been approved by the Board of Directors
following the approval from the Compensation/ Remuneration Committee recorded at their respective Meetings held on
August 24, 2007, in terms of authorization conferred on them by the Members vide the Ordinary Resolution passed at
Annual General Meeting held on the 26th September, 2005, be and is hereby confirmed and approved:-

Revised remuneration of Mr. Anil Kumar, Whole Time Director & CEO payable w.e.f. 1st January 2008.

Salary & Perquisites


Sl. Particulars Amount (Rupees)
No. Existing Revised w.e.f. 01.01.2008
1. Basic Salary Rs. 3,24,000/- p.m. Rs.5,32,500/- p.m.
(Rs.1,20,000-8500-3,32,500) (Rs. 1,20,000-8500-
3,32,500-20,000-8,32,500)
2. House Rent Allowance / Rent Rs. 30,000/- p.m. No Change
Free Accommodation upto

9
RESOLVED FURTHER THAT Mr. Anil Kumar, Whole Time Director & CEO shall also be entitled to membership of clubs
subject to a maximum of two clubs.

RESOLVED FURTHER THAT other terms and conditions of appointment and remuneration of Mr. Anil Kumar, Whole
Time Director & CEO shall remain the same and unchanged.”

Regd. Office: By Order of the Board


115, Ansal Bhawan, for Ansal Properties & Infrastructure Ltd.
16, Kasturba Gandhi Marg,
New Delhi - 110 001

( Amitav Ganguly )
Dated: 24th August, 2007 Sr. Vice President (Corp. Affairs) & Co. Secretary

NOTES:
a) A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself/herself and
the proxy need not be a member. Proxies in order to be effective must be received at the Registered Office of the
Company not less than forty-eight hours before the Annual General Meeting.
b) The relevant Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, in regard to Special
Business set out in item Nos. 7 to 12 is annexed herewith.
c) The Register of Beneficial Owners, Register of Members and the Share Transfer Books of the Company shall remain
closed from Thursday, September 13, 2007, to Saturday, September 22, 2007 (both days inclusive).
d) i) Dividend, if declared, will be payable to those members whose names appear in the Register of Members/
Beneficial Owners as will be provided by the Depository (i.e. National Securities Depositories Ltd. (NSDL) and
Central Depository Services (India) Ltd. (CDSL)) at the close of business hours on the 22nd September, 2007,
for this purpose.
ii) No tax at source shall be deducted from the Dividend amount payable to the members. Tax will be paid by the
Company at the flat rate of 15% and surcharge there on @ 10% of tax and cess @ 3% of tax and surcharge
(aggregating to 16.995%).
e) Members are already aware that the Company has appointed M/s. Intime Spectrum Registry Limited, A-40, Naraina
Industrial Area, Phase-II, Near Batra Banquet Hall, New Delhi-110028, as Share Transfer Agent (STA), both for
electronic connectivity and Share Transfer work w.e.f. 30th January, 2003. Members can make correspondence
with STA for Share Transfer requests; dividend and change of address related queries.
To avoid misuse of Dividend Warrants/ Cheques, members are requested to send details of Bank / its address and
Account number, for printing on Dividend Warrants/Cheques. This should be sent to reach the Registered Office of
the Company before the Annual General Meeting.
f) Members having multiple accounts in identical names or joint accounts in the same order are requested to intimate
the Company / STA, the ledger folio of such accounts to enable the Company to consolidate all such shareholdings
into one account.
g) Members are hereby informed that pursuant to Section 205A (5) of the Companies Act, 1956, (the Act) the Company
is obliged to transfer any money lying in the Unpaid Dividend Account, which remains unpaid or unclaimed for a
period of seven years from the date of such transfer to the unpaid Dividend Account, to the credit of Investors
Education and Protection Fund established by the Central Government under sub section (1) of Section 205C of the
Act. No claim shall lie against the Company or the Fund in respect of individual amounts of dividends remaining
unclaimed and unpaid for a period of seven years and transferred to the Fund, as aforesaid.
In accordance with above provisions, unclaimed / unpaid Dividend amount for the years ended 31st March, 1995,
31st March, 1996, 31st March, 1997, 31st March, 1998 & 31st March, 1999 have been transferred to Investor
Education and Protection Fund. Dividend for the year ended 31st March, 2000, declared in the 33rd Annual General
Meeting of the Company held on the 25th September, 2000, shall be transferred to the said Fund within 30 days of
November 10, 2007 as per aforesaid provisions.
h) Pursuant to Section 205A of the Companies Act, 1956 all unclaimed dividends up to the dividend for the period
ended 31st March, 1994 have been transferred to the General Revenue Account of the Central Government. Any
claim for payment of such unclaimed dividend should be made by an application in the prescribed form to the
Registrar of Companies, NCT of Delhi & Haryana, New Delhi, at the address: Paryavaran Bhawan, IInd Floor,
CGO Complex, Lodhi Road, New Delhi - 110003.

10
i) Those Members who have not so far encashed their Dividend Warrants/cheques for the Accounting Year ended 31st
March, 2000, or any subsequent years may immediately approach the Company / STA for revalidation of Unclaimed
Dividend Warrants/cheques or for fresh Warrants/ cheques. Dividend for the year ended 31st March, 2000, shall be
transferred to Investor Education and Protection Fund, very shortly, as stated in note (g) above.
j) The Company is registered with the following depositaries for dematerialization of its Equity Shares:-
i) National Securities Depositories Ltd. (NSDL) at Trade World, 4th Floor, Kamala Mills Compound, Senapati
Bapat Marg, Lower Parel, Mumbai- 400013
ii) Central Depository Services (India) Ltd. (CDSL), at Phiroze Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai-
400001

The Registration no. granted by NSDL & CDSL is ISIN INE-436A01026.


k) As per the provisions of Section 109A of the Companies Act, 1956, facility for making nominations is available to the
Members, in respect of Equity Shares, held by them. Requests for nomination facility should be made in the prescribed
form (Form 2B) a copy of which can be obtained on request from the Registered Office of the Company.
l) Members desiring any information/clarification on the Annual Accounts are requested to write to the Company at its
Registered Office at least 15 days before the date of Annual General Meeting so that the same may be attended to,
well in advance.
m) The relevant information of Directors, by way of brief resume, seeking reappointment/appointment under items no.3
to 5 of the notice as required under Clause – 49 of the Listing Agreement entered with the Stock Exchanges is given
herein below:

Name of the Director/s Mr. D.N. Davar Mr. Rahul C. Kirloskar Mr. P. R. Khanna
Date of Birth 08.08.1934 07.07.1963 02.08.1933
First date of appointment 16.08.1995 11.02.1992 30.08.2003
Expertise in specific Mr. Davar is an eminent professional Mr. Kirloskar, a renowned Mr. Khanna, a highly respected
functional areas who had started his career from industrialist, is associated with professional, has vast
Punjab National Bank as Superior Kirloskar Group of Companies for experience in the areas of
Service Officer and left the services more than fifteen years at very financial management and
of PNB as Sr. Manager – In-charge senior levels in different capacities. auditing. He was Director of
of the Loan Department in 1968. Being Director – Export, he makes State Bank of India and also
Thereafter, he Joined the IFCI, a all efforts to enhance the products Trustee of UTI prior to re-
well known financial institution, as of Kirloskar Group in highly organization of UTI. He was the
Sr. Manager in 1968 and retired as competitive International markets. Central Council member of the
its Executive Chairman in 1992. He On having extensively participated Institute of Chartered
was also on the Board and in Total Quality Management (TQM) Accountants of India (ICAI).
Executive Committee of IDBI, IRBI, systems in international forums, he
other top financial institutions, for has given focus in this critical area.
nearly 8 years and also on the Board He has also given a lot of thrust for
of LIC Housing Finance Co. He had reducing costs and thereby further
been part time Consultant to the improve the profitability and make
World Bank, UNIDO and KFW. the Kirloskar products more
Presently, he is on the Board of competitive. He is also involved as
several reputed companies, training the Chairman of CII, at Pune region.
institutions and non-governmental ·
(social) organizations.

Qualification/s B. Com (Pass)· B.S.C. Chartered Accountant


M.A. (Economics)· (Mechanical Engineer)
Certified Associate of Indian
Institute of Bankers
Fellow of Economics
Development Institute of the
World Bank

11
1. Kirloskar Pneumatic Company 1. Indag Rubber Limited
Name of 1. Sandhar Technologies Limited
Limited 2. Uniproducts India Limited
Companies in 2. Sandhar Infosystems Limited
2. Kirloskar Brothers Limited 3. DCM Shri Ram Industries
which Directorship 3. OCL India Limited
3. Quadrant Communications Limited
is held 4. HEG Limited Limited 4. Control & Switchgears
5. Indo – Continental Hotels & 4. Kirloskar Oil Engines Limited Contractors Limited
Resorts Limited
5. Kirloskar Services Private 5. UTI Assets Management
6. Hero Honda Finlease Limited Limited Company Private Limited
7. Jai Prakash Power Ventures 6. Alpak Investments Private 6. Nabha Development Initiative
Limited Limited (Registered u/s 25 of the
8. Jai Prakash Associates 7. Pratibha Communications Companies Act, 1956)
Limited Private Limited
9. Adyar Gate Hotels Limited 8. Kirloskar Kenya Limited, Kenya
10.Jai Prakash Hydro Power 9. Kirloskar Drilling Company
Limited Limited, Kenya
11. Rajasthan Spinning & Weaving 10. Kirloskar Services Kenya
Limited Limited, Kenya
12. Maral Overseas Limited 11. Kirsons Tradings (S.A.) (Pte)
13. Ahlcon Parenterals (India) Ltd. Limited.
14. Titagarh Wagon Limited
15. S.P. Wahi Technology &
Management Consultants
Private Limited
16. Sandhar Steady Stream Tolling
Private Limited
17. ITIDA CAD Services Private
Limited

12
EXPLANATORY STATEMENT AS REQUIRED U/S. 173(2) OF THE COMPANIES ACT, 1956.

Item No. 7
In view of the expansion and diversification of the business of the Company, by way of development of residential /
integrated townships, commercial complexes, shopping malls and other real estate activities, at various cities / towns, the
Board of Directors of your Company considers it advisable to raise funds through further issue of capital by way of equity
shares / preference shares / debentures / bonds / warrants / securities, fully / partly convertible into equity / preference
shares and/or securities linked to equity / preference shares, ADRs / GDRs / FCCBs, on rights basis / public issue basis
/ any other basis, keeping in view the applicable law/s.
Your Board also considers it advisable to have authority from the shareholders to raise funds through Qualified Institutions
Placement (“QIP”) basis pursuant to Chapter XIIIA of SEBI (Disclosure and Investor Protection) Guidelines, 2000. The
specified securities which may be issued shall not exceed 5 times the net worth of the Company. As per the said Chapter
XIIIA, issue of specified securities on a QIP basis to Qualified Institutional Buyers can be made at a price not less than the
higher of the following:
(i) The average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange
during the six months preceding the “Relevant Date”; or
(ii) The average of the weekly high and low of the closing prices of the related shares quoted on a stock exchange
during the two weeks preceding the “Relevant Date”.

The Relevant Date for the purpose of pricing of issue of securities, issued through QIP basis is August 23, 2007, being 30
days prior to September 22, 2007 (i.e. the date on which this Annual General Meeting of the Company in relation to the
proposed issue under Section 81(1A) of the Companies Act 1956, is to be held).

For making any further issue of shares to any person/s other than existing Equity Shareholders of the Company, approval
of Shareholders is required to be obtained by way of passing a Special Resolution, in pursuance to the provisions of
section 81 (1A) of the Companies Act, 1956 (the Act). Therefore, the Board of your Company has recommended the
Resolution contained in Item No. 7 to be passed by the shareholders, so as to enable it to make further issue of shares as
detailed in the said resolution up to the maximum extent of Rs. 5000 crores which will include issue on QIP basis.

The shareholders at their Extra Ordinary General Meeting held on the 18th November, 2006 had passed a special resolution
for the issue of securities to the extent of Rs. 2500 crores. Against this resolution your Company had issued and allotted
Equity Shares amounting to Rs 681.75 crores in December 2006. However, due to increasing requirement of funds this
resolution at item no. 7 has been proposed.

The said special resolution is only an enabling one seeking authority to the Board to raise funds from time to time as may
be required.

Your Directors recommend passing of the Resolution contained in Item No. 7 as a Special Resolution.

The Memorandum and Articles of Association of the Company shall be available for inspection by the shareholders during
office hours on all working days at the Registered Office of the Company and at the Annual General Meeting.

None of the Directors is interested or concerned in the proposed resolution except to the extent that the Equity Shares as
may be offered or allotted to them or to their relatives or the company/ies in which they or their relatives may be shareholders
or Directors.

Item No. 8
As per the provision of Regulation 5(2) of Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000 read with Schedule 2 thereof regarding purchase / sale of shares/ convertible
debentures of an Indian Company by a registered Foreign Institutional Investors (FIIs) under Portfolio Investment Scheme
(PIS), the aggregate of holding of the share and / or convertible debentures of an Indian company by the registered FIIs
shall not exceed 24% of the paid up equity capital and / or paid up value of each series of convertible debentures.
However, in view of the increasing interest of the registered FIIs in the shares of your Company in the stock exchanges,
the Board of your Company considers it advisable to increase the said limit of 24% upto Sectoral cap / statutory ceilings,
as may be applicable at the relevant time. For increasing the said limit, approval of the Shareholders is required to be

13
obtained, by way of passing a Special Resolution, in pursuance to the of provisions of above referred schedule. The Board
of your Company has also approved the increase as is required under the said schedule. However, the increase shall be
effected only in terms of the policies and procedures of the Government, prevailing from time to time, in this regard, and,
if necessary with the approval/s of the Government. This will be an enabling resolution.
It is recommended to pass the Resolution contained in item No. 8 as a Special Resolution as this will be in the interest of
your Company.
None of the Directors is interested or concerned in the proposed Resolution.
Item No. 9
The Present Authorised Share Capital of your Company is at Rs. 110,00,00,000/- (Rupees One Hundred Ten Crore only)
{divided into 16,00,00,000 (Sixteen Crore) Equity Shares of Rs. 5/- (Rupees Five) each and 30,00,000 (Thirty Lacs)
Preference Shares of Rs. 100/- (Rupees Hundred) each}.
Keeping in view the future requirements of funds for expansion and diversification, the Board of Directors have decided,
subject to the approval of the shareholders, to increase the Authorized Share Capital of the Company from its present Rs.
110,00,00,000/- (Rupees One Hundred Ten Crore only) to Rs. 150,00,00,000/- (Rupees One Hundred Fifty Crores only).
The proposed increase shall be met by way of addition of 8,00,00,000 (Eight Crore) Equity Shares of Rs. 5/- (Rupees five)
each as set out in the proposed resolution as contained in Item No. 9
Consequent upon the increase in the Authorized Share Capital of the Company, Clause V, regarding Authorised Share
Capital of the Memorandum of Association of the Company shall be altered as mentioned in the item No. 9 of the Notice.
For increasing the Authorised Share Capital of the Company from Rs. 110 crore to Rs. 150 crore and subsequent alterations
in Clause V of the Memorandum of Association of the Company, approval of the Shareholders is required to be obtained
in terms of Article No. 59 of the Articles of Association of the Company and Section 94 of the Companies Act, 1956.
Therefore, the Board has recommended the resolution contained in Item No. 9 to be passed by the shareholders as an
Ordinary Resolution.
The Memorandum and Articles of Association of the Company shall be available for inspection by the shareholders during
office hours on all working days at the Registered Office of the Company and at the Annual General Meeting.
None of the Directors is interested or concerned in the proposed Resolution.

Item No. 10
In terms of the provisions of section 293{1}{a} of the Companies Act, 1956 {The Act}, the consent of a public company is
required by way of passing an ordinary resolution in a general meeting to sell, lease or otherwise dispose off the whole,
or substantially the whole of the undertaking of the company. The creation of charge/ mortgage/other security/encumbrance
by a company of its undertakings/ properties in favor of lending institutions/other lenders from which it borrows moneys, is
covered under this provision.
Keeping in view the above referred provisions, the Board of Directors of your Company had been authorized by the
shareholders, by way of passing an ordinary resolution at their previous Annual General Meeting held on September 28,
2006, to charge/mortgage the undertaking/s including properties of the Company to secure the loan/s up to Rs. 2000
crores in favor of lender/s. However, your Company is in the process of expansion and diversification and therefore,
requirements for raising more funds are arising, from time to time. Hence, the Board of Directors at their meeting held on
August 24, 2007 has approved the charging/mortgaging/creating security/ encumbering of the undertaking/s of the Company
including its properties for an increased limit of borrowing up to Rs 3000 crores, subject to the approval of shareholders by
way of an ordinary resolution under the aforesaid section and other applicable section/s, if any. This is only an enabling
resolution so that the Board can take relevant decision/s for giving security for its borrowings, at appropriate time(s).
The Memorandum and Articles of Association of the Company shall be available for inspection by the shareholders during
office hours on all working days at the Registered Office of the Company and at the Annual General Meeting.
Your Directors recommend to pass the proposed Resolution given in item no. 10 as an Ordinary Resolution.
None of the Directors is interested in the proposed Resolution.

Item No. 11
In terms of the provisions of section 293{1} {d} of the Companies Act, 1956 {The Act}, the Board of Directors of a public
company shall not borrow, together with moneys already borrowed, {excluding temporary loans from bankers in the

14
ordinary course of business}, exceeding the aggregate of paid-up share capital and free reserves of the company, without
the prior approval of the Company by way of passing an ordinary resolution in a general meeting.

Keeping in view the above referred provisions, the Board of Directors of your Company had been authorised by the
shareholders, by way of passing an ordinary resolution at their previous Annual General Meeting held on September 28,
2006, to borrow money to the maximum extent of Rs. 2000 crores. However, your Company is in the process of
expansion and diversification and therefore, requirements for raising more funds are arising, from time to time. Hence, the
Board of Directors at their meeting held on August 24, 2007 has decided to increase the said borrowing limit from Rs.
2000 crores to Rs. 3000 crores which shall be over and above the aggregate of paid up share capital and free reserves
of your Company. The aforesaid Board resolution has been passed keeping in view the provisions of said section 293{1}{d}
and other applicable provisions of the Companies Act, 1956, if any, and the said decision is subject to the approval of
shareholders, by way of an ordinary resolution. This is only an enabling resolution so that the Board can take relevant
decision/s for borrowing/s, at appropriate time(s).
The Memorandum and Articles of Association of the Company shall be available for inspection by the shareholders during
office hours on all working days at the Registered Office of the Company and at the Annual General Meeting.
Your Directors recommend to pass the proposed Resolution given in item no.11 as an Ordinary Resolution.
None of the Directors is interested in the proposed Resolution.

Item No. 12
Mr. Anil Kumar was appointed as Whole Time Director & CFO (re-designated as WTD & CEO w.e.f. 14.12.2005) for a
period of five years w.e.f. 01.04.2005 by the shareholders, by way of passing an Ordinary Resolution at the Annual
General Meeting of the Company held on September 26, 2005. Through the said resolution, the Board of Directors has
also been authorised, to vary and/or modify his remuneration within the limits laid down in the Schedule XIII of the
Companies Act, 1956, during his tenure of five years, after getting approval from the Compensation / Remuneration
Committee of the Company.

Pursuant to the said authorization, the Board, on approval of the Compensation/ Remuneration Committee, has increased
the remuneration of Mr. Anil Kumar w.e.f. 01.04.2006 and thereafter w.e.f. 01.01.2007. In view of increased activities of the
Company and more responsibilities being entrusted to him and also based on his performance, the Compensation/
Remuneration Committee and the Board, subject to the approval of the shareholders, have now increased the remuneration
of Mr. Anil Kumar, by way of graded increments, payable w.e.f. 01.01.2008. However, the existing salary grade of Mr. Anil
Kumar being inadequate to fit his increased remuneration has been revised and extended. The details are appearing in
the resolution. The increased remuneration of Mr. Anil Kumar, and changed grade, which are subject to the approval of the
shareholders, in terms of the decisions of the Compensation/ Remuneration Committee and the Board and the provisions
of the Companies Act, 1956, be regarded as an abstract of the variations of terms of his remuneration, and Memorandum
of Interest of the Director under Section 302 of the Companies Act, 1956.

Your Directors recommend to pass the proposed Resolution given in item no. 12 as an Ordinary Resolution.

None of the Directors except Mr. Anil Kumar, is interested in the proposed Resolution.

The Memorandum and Articles of Association of the Company shall be available for inspection by the shareholders during
office hours on all working days at the Registered Office of the Company and at the Annual General Meeting.

15
Dear Members,
Your Directors are pleased to present the fortieth Annual Report along with the Audited Statements of Accounts of your
Company for the Financial Year ended the 31st March, 2007.

1. COMPANY’S PERFORMANCE

A. Financial Highlights (Rs. in Lacs)


Particulars For the year For the year
ended ended
31.03.2007 31.03.2006

Sales & Other Income 76614 35515


Profit (Before Interest, Depreciation Exceptional 22018 8262
Item and Taxes)
Less : Interest 1943 1204
Depreciation 311 2254 213 1417
Profit Before Tax & Exceptional Item 19764 6845
Less : Provision for taxation 6573 1761
Profit After Tax and before Exceptional Item 13191 5084
Less : Exceptional Item (net of tax) - 1028
Net profit 13191 4056
Add : Surplus Profit brought 2346 1689
forward from previous year

Disposable Profit 15537 5745


APPROPRIATIONS
- Interim Dividend including Dividend Tax 485 -
- Proposed Dividend including Dividend Tax 664 399
- Transfer to General Reserve 7500 3000
Surplus carried to Balance Sheet 6888 2346

B. Operations

Net Profit for the year 2006-07 stood at Rs 13,191 Lacs as against 4,056 Lacs in the year 2005-06, thus showing an
increase of 225%. Further the total turnover for the year ended March 31, 2007 saw a sharp rise to Rs 76,614 Lacs,
compared to Rs 35,515 Lacs for 2005-06, posting a robust growth of 115%.
Earning Per Share (EPS) has increased from Rs. 7.80 to Rs. 25.36, thus showing a noteworthy rise of 225% as on year
to year basis.
The table given below illustrates the rapid growth of the Company during the last Five years

140 131.91 900


Profit after tax (Rs. in Crores)

800
Turnover (Rs. in Crores)

120 766.14
700
100
600
80 500
60 355.15 400

212.87 40.56 300


40 170.68
161.46 200
20 13.62 100
10.38 5.84
0 0
2002-03 2003-04 2004-05 2005-06 2006-07
Years

Prof it af ter tax Turnover

16
2. AMALGAMATION OF ATPL (UNLISTED COMPANY) WITH THE COMPANY

Scheme of Amalgamation and Arrangement of Ansal Township & Projects Ltd (“ATPL”) with Ansal Properties &
Infrastructure Ltd (“APIL”) as approved by the Board of Directors on the April 22, 2006, has been approved by the
Hon’ble High Court of Judicature at Delhi vide its Order dated the August 31, 2006 in terms of the relevant provisions
of the Companies Act 1956. In this regard, the Order had been filed with Registrar of Companies, NCT of Delhi &
Haryana, New Delhi {ROC} on the September 12, 2006, which became the effective date of Amalgamation, and,
upon filing of this Order with ROC, all the Assets and Liabilities of ATPL had vested with the Company w.e.f. 01.04.2006
which was the appointed date fixed under the Scheme. Pursuant to the said Order, the Authorised Share Capital of
ATPL had also been merged with that of the Company and accordingly, the same stood increased by Rs. 10 crores
to Rs 110 crores (i.e. increased from Rs. 100 crores to Rs. 110 crores).
As per the said Scheme, 1 (one) Equity Share of face value of Rs. 5/- each (fully paid up) of the Company against
every 2 (two) Equity Shares of face value of Rs. 2/- each { fully paid up} of ATPL were required to be allotted to the
shareholders of ATPL. Accordingly 158,47,500 Equity Shares of the Company had been issued and allotted on
October 20, 2006 to the Equity Shareholders of ATPL, whose names appeared in the Register of Members of ATPL
as on the 19th September, 2006 (i.e. Record Date fixed by the Company).

3. ANSAL API EMPLOYEES / DIRECTORS STOCK OPTION SCHEME

During the year, in terms of the approval given by the members at their extra ordinary general meeting held on the
2nd May, 2006, the Board of Directors on October 20, 2006 approved the Employee Stock Option Scheme, 2006
(ESOS, 2006) and the Compensation / Remuneration Committee of the Board have approved and granted 1,16,700
Stock Options on the October 26, 2006 to the employees / directors of the Company and its wholly owned subsidiary,
Star Estates Management Limited in accordance with the SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 (“Guidelines”) and ESOS, 2006 of the Company named as Ansal API
Employees / Directors Stock Option Scheme, 2006. Pursuant to this Scheme, the Company has received , on
application, 10% of the share price of Rs 582/- per share { Face value of Rs 10/- each} which was at 20% discount
to the price as on 24.10.2006 being the latest available closing price on Bombay Stock Exchange.

In-principle approvals have been received from National Stock Exchange of India Limited (“NSE”), The Bombay
Stock Exchange Ltd. (“BSE”) and Delhi Stock Exchange Association Limited (“DSE”) under Clause 24(a) of Listing
Agreement for listing maximum of 3,50,000 Equity Shares (against Options) to be issued and allotted under ESOS,
2006.
Details of the Options granted upto March 31, 2007 and other disclosure as required under Clause 12 of the
referred guidelines are enclosed as Annexure - A. Moreover, the complete scheme is available on the website of
your Company, viz. www.ansalapi.com

M/s Khanna & Annadhanam, Statutory Auditors of the Company and DSP Merrill Lynch, the Merchant Bankers,
have certified that the Scheme has been implemented in accordance with referred Guidelines and the resolution
passed by the members, in this regard.

4. ISSUE AND ALLOTMENT OF ROCD ON PREFERENTIAL ALLOTMENT BASIS


In terms of the approval of members given u/s 81 (1A) of the Companies Act, 1956, at an extraordinary general
meeting (EGM) held on November 18, 2006, 8,19,659 (Eight Lacs Nineteen Thousand Six Hundred Fifty Nine) nos.
of Zero Coupon Secured Redeemable Optionally Convertible Debentures (“ROCD”) of Rs 100/- each were issued
and allotted, on preferential basis, on November 28, 2006 to M/s HDFC Venture Trustee Company Limited at a price
of Rs. 610.01/- per ROCD (aggregating to Rs. 50 crores) calculated in terms of Chapter XIII of SEBI {DIP} Guidelines
2000. The approval given by the members at the said EGM in respect of issue of equity shares, on preferential
basis, to M/s Citigroup Banking Corporation, Bahrain, / Citigroup Venture Capital International Growth Partnership
Mauritius Ltd, registered FIIs, and certain Co Investment Trusts , could not be proceeded with, as requisite statutory
approvals were not forthcoming and the parties had mutually concluded not to take any further action in this regard.
Due intimations to the stock exchanges have been given.

National Stock Exchange of India Limited (“NSE”), The Bombay Stock Exchange Ltd. (“BSE”) and Delhi Stock Exchange
Association Limited (“DSE”) have given the requisite approval under Clause 24(a) of the Listing Agreement.

17
5. ISSUE AND ALLOTMENT OF EQUITY SHARE UNDER QIP

In terms of the approval of members given u/s 81 (1A) of the Companies Act, 1956 at an extraordinary general
meeting (EGM) dated the November 18, 2006, 67,50,000 Equity Shares of Rs. 5/- each have been issued and
allotted on December 12, 2006 at a price of Rs. 1010/- per shares, aggregating to Rs. 681.75 crores, derived
through book building process, under Qualified Institutional Placement basis in accordance with the provisions of
Chapter XIII-A of the SEBI (Disclosure and Investor Protection) Guidelines, 2000.

The said shares were listed and became tradeable on 14.12.2006 on National Stock Exchange of India Limited
(“NSE”) and The Bombay Stock Exchange Ltd. (“BSE”) and on 31.01.2007 on Delhi Stock Exchange Association
Limited (“DSE”). However, there is no trading at DSE.

All funds raised through referred allotment, have been utilized for intended purposes during the year / subsequent
to close of the year.

6. ALLOTMENT OF BONUS EQUITY SHARES

The Board of Directors of your Company had recommended the issuance of 5,76,86,909 fully paid up Bonus Equity
Shares of Rs 5/- each in the ratio of 1:1 {i.e. one equity share for every one equity shares held as on a record date}
at its meeting held on February 12, 2007. The approval of the members had been obtained, on 19.03.2007, by way
of voting through Postal Ballot in terms of the provisions of section 192A of the Companies Act, 1956 and Rules
made there under. Out of the 5,76,86,909 Equity Shares to be issued and allotted as Bonus Shares, 5,67,50,550
Equity Shares had been issued and allotted on May 4, 2007 and the balance have been kept in reserve.

The details of the numbers of Equity Shares allotted and kept reserved for debenture holders and option holders are
as follows:

Sl. Particulars Pre Bonus Bonus (1:1)


No. No of shares No of Bonus shares No. of shares Amount in Rs.
/ ROCD / allotted to members reserved and to
options held (other than debenture be allotted pursuant to
prior to holders and conversion of ROCD
Bonus Issue option holders) and upon exercise
of options by
option holders

1. Existing total 56,750,550 56,750,550 - 283,752,750


no. of shares
2. Zero Coupon 819,659 - 819,659 4,098,295
Secured Redeemable
Optionally Convertible
Debentures (“ROCD”)
allotted to M/s HDFC
Ventures Trustee
Company Limited
(“debenture holders”)
3. Options granted
to the employees /
directors of the
Company and its
Subsidiary
(“option holders”)
in pursuance to
Ansal Api
Employees Stock
Option Scheme,
2006 of
the Company 116,700 - 116,700 583,500

Total:- 288,434,545 or
5,76,86,909
equity shares
of Rs 5/- each.

18
The Bonus Shares had been duly dispatched / credited to the members of the Company who were entitled to
receive the same.

The said shares were listed and became tradeable on 22.05.2007 on National Stock Exchange of India Limited
(“NSE”) and The Bombay Stock Exchange Ltd. (“BSE”) and on 30.05.2007 Delhi Stock Exchange Association Limited
(“DSE”). However, there is no trading at DSE.

7. CHANGE IN CAPITAL STRUCTURE

Consequent upon the various Corporate Actions, as aforesaid, from the end of previous Financial Year on 31.03.2006,
the following changes have taken place in paid up Equity Share Capital of your Company:-

Sl. No. Corporate Action No. of Shares Cumulative No.


1. No. of Share as on 31.03.2006 1,74,99,825
2. Subdivision of Equity Shares from 1,74,99,825 3,49,99,650
Rs. 10/- each, fully paid up, to
Rs. 5/- each, fully paid up w.e.f.
17.05.2006
3. Allotment of Equity Shares of the 1,58,47,500 5,08,47,150
Company on 20.10.2006 pursuant to
the Scheme of Amalgamation of Ansal
Township & Projects Ltd. (ATPL) with
the Company
4. Cancellation of Equity Shares of the 8,46,600 5,00,00,550
Company held by ATPL on 20.10.2006
5. Allotment of Equity Shares on 67,50,000 5,67,50,550
12.12.2006 under Qualified
Institutions Placement (QIP) Basis
6. Allotment of Bonus Equity Shares on
04.05.2007 in the ratio of 1:1 5,67,50,550 11,35,01,100

8. DIVIDEND

During the Financial Year 2006-07, the Board of Directors of your Company has declared and paid an Interim
Dividend @ 15% on the paid up equity share capital of Rs 28,37,52,750/- {Pre Bonus Shares} based on the financial
results for the period ended the December 31, 2006. This has absorbed Rs. 485 lacs including Dividend Tax. The
payment of interim dividend was made in March, 2007.
In addition to the payment of Interim Dividend, your Directors are pleased to recommend, for approval of the members
at the ensuing 40th Annual General Meeting, payment of the Final Dividend at the rate of 10% on the enhanced
paid up equity share capital of Rs. 56,75,05,500/- { Post Bonus Shares} for the year ended the 31st March, 2007
{thereby aggregating 25% as compared to 20% in the previous year} which, if approved, will absorb Rs. 664 lacs
including Dividend Tax.
The Bonus Shares have been allotted subsequent to the closure of financial year.
9. BUSINESS

Your Company is one of the leading Real Estates Development Companies in India. The business of real estates
comprises of development of residential or commercial estates on its own as well through joint ventures and
collaborations. As a leading developer, the Company has successfully developed the entire range of real estate from
plots, single homes, multifamily homes, group housing, residential colonies, commercial properties to farm land and
resorts. The Management Discussion and Analysis Report forming the part of Director’s Report gives a detailed
overview about the business and performance of the Company. Your Company also has ambitious growth plans to
be achieved both by expansion of existing real estate activities as well as through diversifying into new fields such
as power business, hospitality, and medicity, education etc. as mentioned in the subsequent paragraphs.

19
10. NEW BUSINESS INITIATIVES

(a) POWER / IT / ITES

Your Company is diversifying into the business of Power. In this respect in pursuant to the provisions of the
Companies Act, 1956, necessary amendments have been made in the Memorandum of Association of the
Company by way of insertion of new sub clauses in the Other Objects Clause relating to the business of Power
and Information Technology/ Information Technology Enabled Services (IT/ITES) in terms of the approval of
the members {by way of special resolution} received on July 10, 2007 by way of voting through Postal Ballot
and consequent registration of the said special resolution by the Registrar of Companies, Delhi & Haryana.
The members have also approved (on July 10, 2007), by way of special resolution, the commencement of said
new business in terms of the provisions of the Companies Act, 1956.

In furtherance to this, the Company has initiated the process for setting up a Wind Power Project in Gujrat and
also placed the order for purchase of Wind Mills of 12MW.

Along with new business of Power, your Company is also planning to diversify into business of IT/ITES and
similarly amendment of Objects clause has been effected and requisite approvals of members have been
received.

(b) MEDICITY

Your Company has signed an Agreement with Fortis Healthcare Holding Limited, {Fortis} for setting up a world
class Medicity at its Project, Sushant Golf City, located in Lucknow. {U.P.}. Fortis shall set up facility for
medical treatment and teaching at the Sushant Golf City, Lucknow. The Medicity is planned to be spread over
52 acres of land to be completed in about 7 years. It will have an 800 bed ultra modern hospital along with
teaching facilities. There will be Medical College, Dental College, College of Pharmacy, Nursing College of
Physical Medicine and Rehabilitation, College of Rehabilitative Medicine, and also a College of Allied Medical
Science offering Para medical and technical training. The Colleges will offer graduation, post graduation and
doctoral education. The entire facility will be based on the norms set by Medical Council of India, Dental
Council of India, Indian Nursing Council, Rehabilitation Council of India and Pharmacy Council of India.

(c) HOSPITALITY

Your Company is in the process of forming a Special Purpose Vehicle Company {in short SPV} for foray in the
hospitality sector by setting up around 30 hotels over the next 10 years. The Company proposes to hold about
80% equity in the proposed SPV and the balance 20% will be held by Ambience Hospitality Management Pvt.
Ltd, a company owned by Mr. Vipin Luthra, a well known entrepreneur in the hospitality business with chain of
restaurant/clubs under the brand name “Geoffrey’s”, “The Oriental Bloom” and “The Palms –Town and Country
Club”, and he is also involved in developing townships in various parts of the country.

The proposed SPV will set up hotels in the 5 star and 4 star categories including palace hotels, business
hotels, leisure hotels, golf resorts, spas, clubs and serviced apartments. The SPV proposes to own and
manage the palace resorts, the golf resorts and clubs under its own brand and it shall enter into discussions
with leading international hotel chains for management and branding tie ups for their business and leisure
hotels. Among the first hotels/resorts to be set up, will be a palace hotel in Jodhpur, {Rajasthan}, and the golf
resort in Lucknow {UP}, both of which will operate in the luxury segment.

Your Company proposes to invest an amount of approx.Rs.2000 crores in the hospitality business over the
next few years.

The members have already given their consent for commencement of hospitality business by way of passing
a special resolution on May 2, 2006 as per the provisions of the Companies Act 1956.

11. CORPORATE SOCIAL RESPONSIBILITY

The importance of Corporate Social Responsibility arises when we embark on the responsibility to contribute to the
society where we exist. Therefore the essential component of our corporate responsibility is to take due care for the
community. We endeavour to make a positive contribution to the underprivileged communities by supporting socio-
economic initiatives. At the out set your Company acknowledges the right to housing for everyone and offers full

20
support to Governments’ schemes for economically weaker sections. In addition, environmental issues have always
been given due significance. All our projects are aimed at environmental protection, up gradation, conservation,
water harvesting etc. and plantation of trees etc. which are important steps in this direction. It is the strong faith of
your Company that benefit comes as much from its strong organizational pledge to Corporate Governance, as from
its pursuit and fulfillment of Corporate Social Responsibility.

12. SUBSIDIARY COMPANIES


During the year under review, the Company has invested in the Equity Shares of Ansal SEZ Projects Limited and
Ansal Township & Infrastructure Limited consequent upon which the said Companies have become the Wholly
Owned Subsidiaries (WOS) of the Company.

In terms of the approval granted by the Ministry of Corporate Affairs (MCA), Government of India, vide its letters No.
47/295/2007 – CL – III dated July 4, 2007, the provisions of section 212 (8) of the Companies Act, 1956, shall not
apply in respect of all the six Subsidiaries of the Company as mentioned below. The said exemption has been
granted on the condition of preparing and circulating the Audited Consolidated Accounts of your Company and its
Subsidiary Companies along with the stand-alone Audited Accounts of the Company. Accordingly, the Audited
Balance Sheets as at the March 31, 2007 and Profit and Loss Accounts for the year ending as on that date together
with the Reports of Directors’ and Auditors’ thereon of the said Subsidiaries have not been attached with the Balance
Sheet of the Company for the financial year ended March 31, 2007.

Sl. No. Name of the Company Status


1 Delhi Towers Ltd. (DTL) Wholly Owned Subsidiary
2 Star Estates Management Ltd. Wholly Owned Subsidiary
3 Ansal IT City & Parks Ltd. Subsidiary
4 Ansal SEZ Projects Pvt. Ltd. Wholly Owned Subsidiary
5 Ansal Township & Infrastructure Pvt. Ltd. Wholly Owned Subsidiary
6 Ansal Condominium Ltd. Wholly Owned Subsidiary of DTL
However, the Annual Accounts of Subsidiary Companies and related detailed information can be inspected by /
shall be made available to the members of the Company and its subsidiaries, seeking such accounts/ information, at
any time, during the working hours at the Registered office of the Company and at the offices of the respective
Subsidiaries.
As per another condition for grant of exemption, information relating to the capital, reserves, assets, liabilities and
turnover etc. of the Subsidiary Companies is given at the end of the Consolidated Balance Sheet of the Company.
The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Subsidiary Companies
as on the 31st March 2007 is enclosed and marked as Annexure-B.
Subsequent to the end of the Financial Year 2006-2007 your company has invested in 50,000 Equity Shares of Rs.10/-
each (at par) of Ansal API Power Ltd. on 26.07.2007, consequent upon which the said company has become the Wholly
Owned Subsidiary of your Company.

13. STATUTORY STATEMENTS

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed
under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

B. Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given under Section 217(1)(e)
of the Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of Particulars in Report of Board
of Directors) Rules, 1988, is given as follows:-

21
{Rs. In lacs}
Sl. No. Particulars For the Year For the Year
ended on ended on
31.03.2007 31.03.2006
(i) Expenditure in Foreign Currency
Traveling expenses 27.94 9.76
Payment to contractors/cost of lift 584.80 263.39
Professional Fee 163.90 -
Advertisement 7.21 -
Architect Fee 195.01 6.69
Membership Fee 1.63 -
(ii) Earnings in Foreign Currency
Sale of Flats/Plots/Farms etc. 587.75 839.18

During the Financial Year 2006-07, an amount of Rs. 0.01 lacs is due to small scale industrial undertakings as
on March 31, 2007, (previous year Rs. 2.99 lacs) and the same has also been disclosed in the financial
statement.
C. Particulars of Employees
During the year under review, six (6) employees/directors were in receipt of remuneration of Rs. 24 lacs or
more per annum. In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the
rules made thereunder, the names and other particulars of employees are set out in the annexure to the
Directors Report (Annexure - C)

14. CORPORATE GOVERNANCE

Your Company believes that for its sustainable and extended growth and that of every stake holder, the essential
requirements are the judicious and effectual uses of available resources, unswerving effort to attain excellence in
business along with active participation in the growth of society, building of environmental balance, noteworthy
contribution to the economic growth, and laying emphasis on integrity, accountability, and regulatory compliances.
Moreover, the Corporate Governance practice embodies the dual goals of protecting the interests of all stakeholders
while respecting the duty of the Board to oversee the affairs of the Company in the best interest of its business. Your
Company constantly strives to uphold high standards of Corporate Governance norms.
a) A report on Corporate Governance together with a certificate received from M/s Khanna & Annadhanam,
Statutory Auditors of the Company, confirming the compliance with the tenets of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement are given separately which forms part of this Report,
b) Managements’ Discussion and Analysis Report is also given separately and also forms part of this Report.
15. FIXED DEPOSITS
As on March 31, 2007 fixed deposits stood at Rs. 727.48 lacs as against Rs. 1062 lacs in the previous year. Deposits
amounting to Rs. 6.57 lacs (as on 31.03.2007) have not been claimed by the depositors. Since then deposit amounting
to Rs. 3.67 lacs have been renewed or claimed during the current year. Depositors are being intimated regarding the
maturity of deposit with a request to either renew or claim their deposits.
Your Company has track record of extending consistently good services to its fixed deposit holders. Therefore, the
payment of deposits on maturity and interest thereon, in terms of the Company’s Deposit Schemes, has been
timely.

16. TRANSFER OF UNCLAIMED DEPOSIT / DIVIDEND TO IEPF


As per the provisions of Section 205C of the Companies Act, 1956, deposits / dividend remaining unclaimed for a
period of seven years from the date they become due for payment have to be transferred to Investors Education &
Protection Fund (IEPF) established by the Central Government.
Accordingly during the year under review, an amount unclaimed matured deposit along with interest thereon of Rs.
45,146/- has been transferred to IEPF. The Unclaimed Dividend for the Financial Year 1994-95, 1995-96, 1996-97,
1997-98 & 1998-99 have also been transferred to said IEPF.

22
17. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr. D.N. Davar, Mr. Rahul C. Kirloskar and Mr. P.R.
Khanna, Directors of the Company are to retire by rotation at the ensuing AGM. They are eligible for re-appointment.
The matter of re-appointing them appears as Agenda items in the Notice of the 40th Annual General Meeting.
None of the Directors is disqualified from being appointed / re-appointed as Directors in terms of Section 274(1)(g)
of the Companies Act, 1956.

18. AUDITORS’ REPORT AND AUDITORS

The Notes to Accounts, forming part of Balance Sheet as at 31st March, 2007 and Profit & Loss Account for the year
ended on that date, referred to in the Auditors’ Report are self explanatory. During the year, all the audit qualifications
were resolved.

M/s. Khanna & Annadhanam, Chartered Accountants, New Delhi, who will retire at the conclusion of this Annual
General Meeting, are eligible for re-appointment. The Company has received Certificate dated August 1, 2007 from
the Statutory Auditors to the effect that their appointment, if made, would be within the limit prescribed under Section
224 of the Companies Act, 1956.

The Board of your Company recommends their re-appointment for the Financial year 2007-08.

19. LISTING INFORMATION

During the year under review, the Company has issued and allotted Equity Shares. The said Shares have been
listed and permitted to trade at DSE, BSE & NSE. There has been no trading at DSE since considerable number of
years. The details of allotment and listing of Shares are given below:-

Particulars Date of No. of Share Date of listing Date of Trading


Allotment approval (w.e.f.)
Allotment of Equity Shares 20.10.2006 1,58,47,500 11.12.2006 –BSE 12.12.2006 –BSE
pursuant to Scheme of 13.12.2006 - NSE 13.12.2006 -NSE
Amalgamation of Ansal
Township & Projects Limited 06.01.2007 - DSE 10.01.2007- DSE
with the Company.

Allotment of Equity Shares 12.12.2006 67,50,000 13.12.2006 –BSE 14.12.2006 –BSE


under Qualified Institution & NSE & NSE
Placement Basis as per 31.01.2007- DSE 31.01.2007- DSE
provisions of Chapter XIII-A
of SEBI (DIP) Guidelines.

Allotment of Bonus Equity 04.05.2007 5,67,50,550 21.05.2007 –BSE 22.05.2007 –BSE &
Shares in the ratio of 1:1 in & NSE NSE
terms of approval of the 30.05.2007 -DSE 30.05.2007-DSE
members given on 19.03.2007

Listing fees for the Financial Year 2007-08 have been paid by the Company to all the Stock Exchange (i.e. DSE, BSE &
NSE) and nothing is outstanding.

20. CONSOLIDATED FINANCIAL STATEMENT

In accordance with Accounting Standard (AS -21) on Consolidated Financial Statement, your Directors provide the
Audited Consolidated Financial Statement in the Annual Report. These Statements have been prepared on the
basis of financial statements received from subsidiaries and joint venture companies, as approved by their respective
Boards.

23
21. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information
provided by the Management, your Directors hereby confirm :

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and
no material departures have been made from the same.
ii) That appropriate accounting policies have been selected and applied them consistently, and, judgments and
estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of
affairs of the Company as at the end of the financial year on March 31, 2007 and of the profit or loss of the
Company for the year ended on that date.
iii) That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern basis.

22. ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation and gratitude to:-

ƒ all 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.
ƒ the members, depositors, suppliers, contractors and customers for the trust and confidence reposed by
them in the Company
ƒ all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of
Companies and the Depositories.
Your Directors also deeply appreciate the hard work, competence, loyalty, cooperation and professionalism of the
employees of the Company and its subsidiaries, at all levels. The employees continue to remain the Company’s
most valuable assets and their relentless efforts have enabled the Company to achieve praiseworthy growth during
the year under review.

Regd. Office: For and on behalf of the Board


115, Ansal Bhawan
16, Kasturba Gandhi Marg,
New Delhi-110001

( Sushil Ansal )
Date:24th August, 2007 Chairman

24
ANNEXURE- A
Statement as at March 31, 2007, pursuant to Clause 12 regarding disclosure in the Director’s Report of the SEBI
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999:-

a) Total number of Options granted 1,16,700 nos. granted on 26.10.2006


b) Pricing Formula The pricing formula, as approved by the members of the Company
on 02.05.2006, is at a 20% discount of the latest available closing
price of the Equity shares traded on Bombay Stock Exchange on
the date of grant of Option, calculated as rounded off to the nearest
integer.Upfront payment of 10% of the price, received at time of
grant of option.
c) Options Vested NIL
d) Options Exercised NIL
e) The Total number of shares arising as a results NA
of exercise of options
f) Options lapsed NA
g) Variations of the terms of Options
h) Money realized by exercise of options NIL
i) Total number of options in force 1,16,700 nos.
j) Employees wise details of options granted to:- As per details given below:-
i) Senior Managerial Personnel of the Company (APIL) and Star Estates Management Limited (SEML), Wholly Owned
Subsidiary:-
Name Designation No. of Options granted
Employees of APIL
1. Mr. P.N. Misra Executive Director 8000
2. Mr. V.K. Saigal Executive Director 10000
3. Mr. R.C. Roongta Executive President 4000
4. Mr. N.K. Sehgal President 300
5. Mr. Deepak Khanna Chief Operating Officer 8000
6. Mr. Amitav Ganguly Sr. V.P. (Corp. Affairs) 1000
& Company Secretary
7. Mr. Narinder Kumar Sr. Vice President 400
8. Mr. Lalit Rustagi Addl. Vice President 6000
9. Mr. Surinder Kapoor Dy. General Manager 5000
10. Mr. Z. Khan Dy. General Manager 5000
Employee of SEML
11. Brgd. Deepak Kapoor General Manager 2500
12. Mr. Vivek Arora Company Secretary of SEML 500
Directors of APIL
1. Dr. Ramesh C. Vaish Director 10000
2. Mr. Prithvi Raj Khanna Director 10000
3. Mr. Lalit Bhasin Director 10000
4. ACM O.P. Mehra Director 10000
5. Mr. D.N. Davar Director 10000
6. Mr. Anil Kumar Whole Time Director & CEO 10000
Director of SEML
7. Mr. Rajat Biswas Whole Time Director 6000
ii) Any other employees of the Company who receives
a grant in any one year of option amounting to 5% or None
more of the options granted during that year
iii) Identified employees who were granted options,
during any one year, equal to or exceeding 1% of the None
issued Capital (excluding outstanding warrant and
conversions) of the Company at the time of grant.

25
k) Diluted Earning Per Share (EPS) pursuant Rs. 11.93
to issue of shares on exercise of share on
exercise of option calculated in
accordance with AS 20.
l) (i) Method of Calculation of employees The employee Compensation cost has been
Compensation cost. calculated using the intrinsic value method of
accounting to account for Options issued un-
der the “Ansal Api Employee/Directors Stock
Option Scheme”. The stock based compensa-
tion as per the intrinsic value method for the
financial year 2006-07 is Rs.45.97 lacs

(ii) The difference between the employee Rs. 39.96 lacs


compensation cost so computed at (i)
above and the employee compensation
cost that shall have recognized if it had
used the fair value of the options, shall be
disclosed.
(iii) the Impact of this difference on profits and The effect on the net income and earning per share,
on EPS of the Company. has the fair method been adopted, is presented
below:
Rs. in lacs
Net Income 13190.71
Add: Intrinsic value compensation cost 45.97
Less: Fair value compensation cost 85.93
(Black-Scholes method)
——————
Adjusted Net Income 13150.75
—————
(Rs.)
Earning per share Basic Diluted
As reported 25.36 11.93
As adjusted 25.28 11.89

m) Weighted –average exercise prices and (In Rs.)


weighted average fair values of the options Weighted average exercise
granted for option whose exercise price Price per option 145.45
Weighted average fair value
either equals or exceeds or is less than
Per option 271.88
the market price of the Stock.

n) A description of the method and significant


The fair value of each option is estimated using the
assumptions used during the year to Black-Scholes option pricing model after applying the
estimate the fair values of options following key assumption on a weighted average
basic:

(i) Risk free interest rate 6.56%


(ii) Expected life 4 years
(iii) expected volatility 4.86%
(iv) Expected Dividend Rs. 1.67
(v) Price of the under lying shares Rs. 727.45
in market at the time of
option grant.

26
ANNEXURE TO DIRECTORS’ REPORT ANNEXURE - B

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES

1. Name of the Subsidiary Company Star Estates Delhi Towers Ansal IT City Ansal SEZ Projects Ansal Township Ansal
Management Limited (DTL) & Parks Limited Limited (ASPL) ** & Infrastructure Condominium
Limited (SEML) (AITCPL) Limited(ATIL) # Limited (ACL)$
2. No. of Shares held by the Company 55000 Equity 5000 Equity 1530000 Equity 50000 Equity 50000 Equity 50000 Equity
in the Subsidiary Company as Shares of Shares of Shares of Shares of Shares of Shares of Rs. 10/
- on 31.03.2007 Rs.100/- each Rs.100/- each Rs. 10/- each Rs. 10/- each Rs. 10/- each each fully paid
fully paid up. fully paid up. fully paid up. fully paid up. fully paid up. up held by DTL.

3. Percentage of holding in the 100% 100% 66.23% 100% 100% 100%


Subsidiary Company
4. Financial Year ended 31st March, 2007 31st March, 2007 31st March, 2007 31st March, 2007 31st March, 2007 31st March, 2007
5. Profit/(Losses) of the subsidiary
Company for its financial year so far as it
concerns the members of Ansal Properties
& Infrastructure Ltd. which have not been
dealt with in the accounts of Ansal
Properties & Infrastructure Ltd. for the
year ended the 31st March, 2007
For the year (Rs.) 2,30,33,223* (60,10,435) (75,045) (50,043) 23,41,530 7,98,035

27
For previous year (Rs.) 1,04,45,948 (7,99,346) (20,07,714) N.A. N.A. N.A.
6. The net aggregate of Profits/
(Losses) of the subsidiary Company which
have been dealt with in the account of Ansal
Properties & Infrastructure Ltd., for the
year ended the 31st March, 2007

For the year NIL NIL NIL NIL NIL NIL


For previous year NIL NIL NIL NA NA NA

* Profit excluding the Exceptional Items


** ASPL was incorporated as a Private Limited Company on 31.01.2007
# ATIL was incorporated as a Private Limited Company on 24.01.2007
$ ACL was incorporated as a Limited Company on 06.11.2006, It is the Wholly Owned (WOS) of DTL which is a WOS of the Company.

Place : New Delhi


Date : 24th August, 2007
ANNEXURES TO DIRECTORS’ REPORT
ANNEXTURE C

Particulars of employees as required under as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended by Amendment Rules, 2002 and forming part of the Directors’ Report for the period ended 31st
March, 2007.
Name of Designation/ Age Gross Qualification Experience Date of Previous Period during
Employee Nature of (Year) Remunera (Year) Commen- Employment which post
Duties -tion (Rs.) cement of & position held held in last
employment employment.

EMPLOYED FOR THE WHOLE YEAR


Ansal Sushil Chairman 67 4,88,36,477 B. A (Hons.) 42 30.06.1967 Self Employment N. A.
Whole Time
Director

Kumar Anil Whole Time 48 42,35,400 D.C.L. 08.07.1999 Superior Air 15 years
Director & F.C.A. 23 as Vice Product Ltd.
CEO A.C.S. President As Vice President
LL.B (Finance) & Secretary

Saigal Vinod Executive 69 36,96,076 B.Sc, B.Sc. 29 01.08.1998 Maxwin Ansal 7 Years
Kumar Director (Mechanical As President Limited
(Projects) Engineering) (Projects) As Resident
Director
Jain Rakesh Executive 48 24,11,604 B.Sc.C.A. 23 01.02.2006 Omaxe 21 years
Kumar Director As Executive Construction Ltd
(Marketing) Director As President
(Marketing)

Sachdev Chief 47 24,80,702 B.Sc.PGDM 26 16.04.2003 AEZ Group 2 Years


Deepak Operating As Addl. Head of Business
Officer Vice Development and
(Punjab) President Sale & Marketing

Khanna Chief 53 39,63,262 MBA 27 01.08.2005 Omaxe 3 Months


Deepak Operating - Marketing As Whole Construction
Officer TimeDirector and Real Estate
(Rajasthan) of ATPL Ltd.
As C.O.O

NOTES:-

a) Gross remuneration includes Basic Salary, House / HRA, Employer’s contribution to Provident Fund and Family Pension Fund, L.T.A.,
medical reimbursement, club fees, electricity expenses, personal accident insurance and commission. Also entitled to gratuity.

b) The appointments of Mr. Sushil Ansal, Chairman & Whole Time Director and Mr. Anil Kumar, Whole Time Director & CEO are
contractual and as per Company Rules. Their nature of duties includes supervision and control of affairs of the Company subject
to superintendence, control and directions of the Board of Directors. Appointments of Mr. Vinod Kumar Saigal, Mr. Rakesh Kumar
Jain, Mr. Deepak Khanna and Mr. Deepak Sachdev are regular and as per Company Rules and their duties as assigned to them,
from time to time, include supervision and control of various projects, marketing and operation of the Company.

c) There is no employee who holds by himself or along with his spouse and dependent children, not less than 2% equity share of the
Company and has been in receipt of remuneration in excess of that drawn by the Whole-time Director/s.

28
1. COMPANY’S PHILISOPHY ON CORPORATE GOVERNANCE
Your Company’s commitment to good corporate governance for enhancing the shareholders’ value remains
undiminished. More so, its belief that such governance is critical in supporting corporate development, improving
access to capital and increasing productivity and competitiveness. To enable attainment of the avowed objectives
of the good corporate governance, the Company is continuing to follow transparency in its dealings and laying
emphasis on integrity, accountability and regulatory compliances. Moreover, improvements in quality of life and
meeting social responsibility have been its important objective. The Company genuinely foretells that good corporate
governance would protect, augment and meet the trust and expectations of the shareholders, customers, employees,
suppliers, government agencies and the society. Your Board of Directors fully support and endorse corporate
governance practices in accordance with the provisions of Clause 49 of the listing agreement and generally in all its
aspects and implications. Your Company has complied with the mandatory requirements of the said Clause.
2. BOARD OF DIRECTORS
The Board represents the interests of all the Company’s stakeholders and provides the Company with strategic
directions, reviews corporate performance, authorize and monitor strategic investments, ensures regulatory
compliances and safeguard interests of all stakeholders.
a) The composition of the Board
The Board has an optimum combination of Executive, Non-Executive and Independent Directors. The Board of your
Company consists of 9 (Nine) Directors comprising 2 (two) executive directors, 5 (five) non executive and independent
directors and 2 (two) non executive promoter related directors. More than 50% of the Directors are non executive
and independent. Therefore, the composition of the Board, which is as follows, is in conformity with the requirements
of the Listing Agreement:-

Sl. Name of Director Status (Executive / No. of No. of No. of


No. Non-Executive Other Other Committee Shares Options
and Independent) Director memberships** held in granted
ships* the on
As As Member Company 26.10.06
Member & Chairman
1. Mr. Sushil Ansal Chairman, Executive 1 - - 13671000 -
2. Mr. Anil Kumar Whole Time Director 1 - - 0 10000
& CEO, Executive
3. Mr. Pranav Ansal Non Executive 1 - - 9743500 -
4. Mr. D. N. Davar Non Executive 14 5 4 0 10000
& Independent
5. Dr. R. C. Vaish Non Executive 5 1 - 0 10000
& Independent
6. ACM O. P. Mehra Non Executive 3 2 - 0 10000
(Retd.) & Independent
7. Mr. Lalit Bhasin Non Executive 9 6 - 0 10000
& Independent
8. Mr. Rahul C. Kirloskar Non-Executive 4 1 - 1350 -

9. Mr. P. R. Khanna Non-Executive 4 3 1 0 10000


& Independent

* excludes Directorships in private companies and foreign companies, and companies registered under section 25 of
the Companies Act, 1956.
** Represents Memberships/Chairmanships of Audit Committee and Shareholders / Investor Grievance Committee of
other Indian Companies.

b) Meetings held in Financial Year 2006-07 and attendance of the Directors in the Board Meetings and last
Annual General Meeting (AGM):
The Board of your Company comprises professionals, experienced and active members. The presence of Independent
Directors brings to the Company a wide spectrum of experience, knowledge and judgment in view of their vast
knowledge and expertise both in their fields and boardroom practices. The Board meetings are held regularly to

29
review strategic, operational and financial matters and to chart out policies and practices. All the key issues included
in the Agenda for consideration of the Board are backed by detailed background information to enable the Board to
take informed decisions and the Chairman ensures that all the Directors are properly briefed on the matters being
discussed. Wherever appropriate, the Board delegates its authority to Committee/s of Directors and officers.
Board Meetings are scheduled well in advance, dates of the Board meetings are usually informed to all directors,
auditors and other concerned officer/s two to three weeks in advance and agenda papers are circulated about five
to six days prior to the meeting. The minutes of each board/committee meeting are recorded and draft minutes
circulated to all Directors for their confirmation before being recorded in the Minute Books. All circulatory resolutions
passed by the Directors are also placed before the Board, for noting. The Board periodically reviews compliance
reports of all laws applicable to the Company and takes steps to rectify non-compliances, if any. The Board also
regularly considers the compliance of code of conduct for the Board members and senior management and also the
norms of the Corporate Governance. The members of the Board have access to all information of the Company. The
members of the Board are also free to recommend inclusion of any matter in the agenda for discussion. Senior
officers / Head of Departments are invited to attend the Board Meetings so as to provide additional inputs to the
items being discussed by the Board. Every Board Meeting is well attended by sufficient number of Directors.
The Board meets at least once in a quarter to consider, inter alia, the yearly/ half yearly/ quarterly financial results.
During the Financial Year 2006-07, the Board Meetings were held on the 7th April, 2006, 14th April, 2006, 21st April,
2006, 22nd April, 2006, 29th June, 2006, 31st July, 2006, 28th August, 2006, 20th October, 2006, 28th November, 2006,
30th January, 2007, 12th February, 2007 and 13th March, 2007. Your Company ensures that the gap between two
consecutive meetings is not more than four months. The provisions of the Companies Act, 1956 and the requirements
of the Listing Agreement are duly complied.
All the five Non-Executive and Independent Directors have extensive professional and business experience and
they are free from any material business or other relationships with the company, which could interfere with the
exercise of their independent judgments.

The attendance of each Director at these meetings and at the last Annual General Meeting was as follows:

Dates of Name of Directors


Board Mr Sushil Mr Anil Mr Pranav Mr D N Dr R C ACM O P Mr Lalit Mr Rahul C Mr P R
Meeting Ansal, Kumar, Ansal Davar Vaish Mehra Bhasin Kirloskar Khanna
Chairman WTD & (Retd)
CEO
07.04.06 Yes Yes Appointed Yes No Yes Yes No Yes
14.04.06 Yes Yes w.e.f. Yes Yes Yes No No Yes
21.04.06 Yes Yes 22.04.06 Yes No Yes Yes No Yes
22.04.06 Yes Yes Yes Yes Yes Yes Yes No Yes
29.06.06 Yes Yes Yes No Yes Yes Yes No Yes
31.07.06 Yes Yes Yes Yes Yes No Yes No Yes
28.08.06 Yes Yes Yes Yes Yes Yes Yes No Yes
20.10.06 Yes Yes Yes Yes No Yes Yes No Yes
28.11.06 Yes Yes Yes Yes No Yes Yes No Yes
30.01.07 Yes Yes No Yes Yes Yes Yes No Yes
12.02.07 Yes Yes Yes Yes Yes Yes Yes Yes Yes
13.03.07 Yes Yes Yes Yes No Yes Yes No Yes
Attendance Yes Yes Yes Yes No Yes No No Yes
At the last
AGM held
On 28.9.06

3. VARIOUS COMMITTEES OF DIRECTORS


The Board of your Company have constituted various Committees to deal with a variety of specialized issues with
appropriate delegations for better and more focused attention to the affairs of the Company. The role and the
functions of the Committees of the Board are described hereunder:
(a) The Audit Committee
The Audit Committee of the Company was constituted on the 31st January, 2001 as per the provisions of Section
292A of the Companies Act, 1956 and it was reconstituted on the 31st January, 2002 in consonance with Clause 49

30
of the Listing Agreement. The Audit Committee is responsible for effective supervision of the financial reporting
process, ensuring financial and accounting controls and compliance with financial policies of the Company.
The Audit Committee solely comprises non-executive and independent Directors, as detailed here-in-below. The
Chairman of the Committee and other members have accounting and financial management expertise/background.
The scope of the Audit Committee function includes review of the systems and procedures and overseeing the
functioning of the internal audit, the effectiveness of control and regulatory compliances. It also reviews changes in
accounting policy/ies and practices, major accounting entries, auditors’ qualifications and their removal, matters
relating to disclosure of financial information, business plans, etc. After the review, the matters are submitted to the
Board for consideration.
The Minutes of the Audit Committee meeting/s are placed before the Board meeting for noting and wherever required
further deliberations, and the Chairman of the Committee apprises the Board on the recommendations made by the
Committee.
Dates of the meetings are fixed two to three weeks in advance and advised to all including the Auditors and the
agenda is circulated to the Directors about five to six days in advance. Statutory / Internal Auditors also attend the
Audit Committee meeting/s. During the year under review, five meetings of the Audit Committee were held in due
compliance with the Listing Agreement and other relevant laws and adequate quorum was present at every Audit
Committee Meeting.
The composition of the Committee, which comprises of Independent Directors only, and the attendance of each
member, at the Committee meetings, is as follows:

Sl. Name of the Dates of the Audit Committee Meetting


No. Director
29.06.06 31.07.06 28.08.06 28.11.06 30.01.07

1. Mr. D.N. Davar, No Yes Yes Yes Yes


Chairman
2. Dr. R. C. Vaish, Yes Yes Yes No Yes
Vice Chairman
3. ACM O.P. Mehra Yes No Yes Yes Yes
(Retd.), Member
4. Mr. P.R. Khanna, Yes Yes Yes Yes Yes
Member

Broad Terms of Reference of the Audit Committee:

i) The members of the Audit Committee shall have discussion/s with the Auditors periodically about adequacy of
internal control systems and control procedures, scope of audit including the observations of the Auditors, and
review the quarterly / half yearly and annual financial statements, before submission to the Board, and also ensure
compliance of internal control systems.
ii) The Audit Committee shall have authority to investigate into any matter in relation to the items specified in Section
292A of the Companies Act, 1956 or referred to it by the Board and for this purpose it shall have full access to
information contained in the records of the Company.

iii) Any recommendation given by the Audit Committee on any matter relating to financial management including the
Audit report, shall be binding on the Board. If any recommendation is not accepted by the Board, it shall record the
reasons therefor and also communicate such reasons to the members.
iv) The Audit Committee shall meet periodically and carry out the functions as may be prescribed under the rules
framed by the Central Government and/or as required by the Listing Agreement with Stock Exchanges, from time to
time. However, it will be essential to have such meetings for review of quarterly / half yearly and annual financial
statements, before these are submitted to the Board.
The Chairman of Company, WTD & CEO, CFO, Statutory Auditors and Internal Auditors, and senior officers are
invited to the Audit Committee meetings on regular basis. Company Secretary acts as the Secretary of the Audit
Committee.
The Audit Committee reviews/ notes/ recommends/decides various matters as required under Clause 49 of the Listing
Agreement which includes, among others, management discussion & analysis of the business, significant related party
transactions, internal audit reports, directors responsibility statements, Directors report, Statutory Auditors remuneration,
etc. and also the internal audit function, and, has already put in place the Chief Internal Audit Co-ordinator.

31
(b) The Compensation / Remuneration Committee

The Remuneration Committee was constituted by the Board of Directors on the 25th June, 2002 to consider and approve
the remuneration package payable to Executive Director(s) of the Company. The Committee sets the overall policy of the
remuneration and other terms of the employment of the Executive Directors. This Committee was renamed by the Board
on the 31st January 2006.

The composition of the Committee, which comprises Independent Directors only, and the attendance of each member, at
the Committee meetings, are as follows:

Sl.No Name of the Director Dates of the Remuneration Committee Meeting


07.04.06 29.06.06 28.08.06 26.10.06 30.01.07
1. ACM O.P.Mehra Yes Yes Yes Yes Yes
(Retd.), Chairman
2. Mr. P.R. Khanna, Yes Yes Yes Yes Yes
Member
3. Mr. Lalit Bhasin, Yes Yes Yes Yes Yes
Member

Dates of the meeting/s are fixed in advance and agenda is circulated to the Directors about five to six days in advance.
The Minutes of the Remuneration Committee meeting/s are placed before the following Board meeting and the Chairman
of the Committee apprises the Board on the recommendations made by the Committee.
Remuneration Policy:
The Company is transparent in the Remuneration Policy of the Directors. The Committee recommends remuneration
package of the Executive Directors to the Board after considering the relevant provisions of the Companies Act, 1956 and
their performance, experience and market conditions with a view to providing a package which is appropriate for the
responsibilities involved and which is aimed at attracting and retaining the best manpower talent keeping in view their
criticality to the attainment of the corporate goals and targets.
Ansal API Employees / Directors Stock Option Scheme, 2006
During the year, the Board on October 20, 2006 has approved the Employee Stock Option Scheme, 2000 (ESOS, 2000)
and the Compensation / Remuneration Committee of the Board have approved and granted 1,16,700 Stock Options on
October 26, 2006 to the Employees / Directors of the Company and its Wholly Owned Subsidiary, Star Estates Management
Limited in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 (“Guidelines”) and ESOS, 2006 of the Company named as Ansal API Employees / Directors Stock Option Scheme,
2006. The grant of options was made in pursuance to the approval of the Members accorded at their Extra Ordinary
General Meeting held on May 2, 2006.

The options were granted at a price of Rs. 582/- i.e. the price as computed at 20% discount to the closing price of shares
of the Company as on October 24, 2006 viz. the last trading day prior to the date of grant of option viz. the October 26,
2006, on the Bombay Stock Exchange Limited.

The complete Ansal API Employees / Directors Stock Option Scheme, 2006 is available on the web site of your Company
viz www.ansalapi.com.
Details of remuneration paid to the Executive / Whole Time Director(s) during the Financial Year 2006-2007 are as follows:
(Amount in Rupees)
Name of the Position Held Salary HRA Perqui Commi Total No. of
Director(s) sites@ -ssion# Options
Granted*
Mr. Sushil Chairman & 51,00,000 25,50,000 19,67,477 3,92,19,000 4,88,36,477 -
Ansal Whole Time
Director
Mr. Anil Kumar Whole Time 29,70,000 3,60,000 9,05,400 0 42,35,400 10,000
Director & CEO

Total 80,70,000 29,10,000 28,72,877 3,92,19,000 5,30,71,877 10,000

32
@ Perquisites include Company’s contribution towards provident fund and family pension fund, club fees, medical
reimbursement, leave travel assistance, electricity expenses and personal accident insurance, also Gratuity as per
Company Rules. {As may be applicable in each case}.
# Commission @ 2% on the Net Profit {computed in accordance with the provisions of Section 349 & 350 of the
Companies Act, 1956} for the year ended 31.03.2007, paid to Mr. Sushil Ansal in terms of his remuneration approved
by the Members at the Annual General Meeting held on the 26th September, 2005.
*Pursuant to Ansal API Employees / Directors Stock Option Scheme, 2006 of the Company.
The Non-Executive Directors do not draw any remuneration from the Company other than sitting fees. Reimbursement of
the conveyance expenses is made for attending the Board/ Committee meeting(s). Sitting fees is paid @ Rs. 20,000/- per
meeting for the Board / Audit / Directors Committee, and for other Committee/s {other than Share Transfer Committee} @
Rs. 7,500/- per meeting. This is subject to revision/s as per applicable law/s prevailing from time to time.
(c) The Share Transfer Committee
The Board at its Meeting held on the 20th March, 1993 constituted the Share Transfer Committee to approve transfer /
transmission / transposition /replacement of mutilated share certificates etc. Thereafter, for operational convenience, it
has been re-constituted, from time to time, as and when required, (lastly reconstituted on the 30th June, 2003) and keeping
in view the various statutory provisions.
The Board at its meeting held on the 30th March, 2005 also authorized the Committee for subdividing and consolidation of
Equity Shares of the Company. The Committee also approves the dematerialization / rematerialization of Equity shares of
the Company.
The Committee consists of following members:

1. Mr. Sushil Ansal - Chairman & Whole Time Director


2. Mr. Anil Kumar - Whole Time Director & CEO
3. Mr. Amitav Ganguly - Sr. V.P. (Corp. Affairs) & Company Secretary

Mr. Amitav Ganguly, Sr. Vice President (Corporate Affairs) & Company Secretary of the Company acts as ‘Compliance
Officer’ to monitor the share transfer process and liaison with regulatory authorities.
Requests received for transfer of Equity Shares in physical mode are registered, after satisfying the required compliances,
and Share Certificate/s are returned within 30 days from the date of receipt. The Share Transfer Committee meets
approximately once in a fortnight. During the Year under review, 25 (twenty five) Share Transfer Committee meetings were
held on the following dates:

14.04.2006, 28.04.2006, 17.05.2006, 31.05.2006, 13.06.2006, 29.06.2006, 14.07.2006, 28.07.2006, 14.08.2006,


28.08.2006, 19.09.2006, 28.09.2006, 14.10.2006, 31.10.2006, 08.11.2006, 15.11.2006, 28.11.2006, 14.12.2006,
27.12.2006, 15.01.2007, 30.01.2007, 15.02.2007, 28.02.2007, 15.03.2007, 22.03.2007.

The decisions of the Share Transfer Committee are noted by the Board, subsequently.

(d) The Shareholders/Investors Grievance Committee

The Board in its meeting held on the 26th April, 2002 constituted a Shareholders/ Investors Grievance Committee of
Directors.

The Committee specifically looks into redressing of the complaints/grievances received from the shareholders of the
Company like transfer/ transmission of Shares, non-receipt of Balance Sheet, non- receipt of Dividend and other related
issues etc., under the Chairmanship of a non- executive and independent Director, in compliance with the requirements of
the Listing Agreement, and, to strengthen investor relations.

The composition of the Committee is as follows:-

Sl. Name of Member Chairman / Nature of Directorship


No. Member
1. ACM O. P. Mehra (Retd.) Chairman Non-Executive Independent Director
2. Mr. P. R. Khanna Member Non-Executive Independent Director
3. Mr. Lalit Bhasin Member Non-Executive Independent Director

33
The Company addresses all the complaints/grievances of the shareholders/ investors expeditiously
and the replies are sent/ issues are resolved promptly, as and when received by your Company and
its Registrar, and, it is a continuing process. A meeting of the Committee was held on the 13.03.2007
to take note of the overall status of the complaints received and redressed.
Mr. Amitav Ganguly, Sr. Vice President (Corporate Affairs) & Company Secretary is the ‘Compliance
Officer’ of the Company and he regularly monitors for providing best investor services.
During the Financial Year 2006-07, status of the complaints/grievances received and redressed
were as follows:-

Sl. Nature of complaint No. of complaints No. of complaints


No. received resolved
1. Non-receipt of Balance Sheets {Annual Report}
which were duly sent to all the members on time. 06 06
2. Transfer / transmission of shares 04 04
3. Non-receipt of Dividend Demand Drafts relating
to the Dividend for the year ended 31.03.2006
and Interim Dividend for the period ended
31.12.2006, duly sent to all the members on time 07 07
4. Non-receipt of Bonus Shares */Split Shares# 43 43
5. Issue of Duplicate Share Certificates 14 14
6. Others 18 18
th
* Your Company had allotted the Bonus Shares on the 4 May, 2007 in pursuance of the approval
given by the Members on the 19th March, 2007 by way of voting through postal ballot process.
# Your Company had subdivided the shares from Rs 10/- each to Rs 5/- each in pursuance of
the approval given by the Members on May 02, 2006.
The particulars of the investors’ grievances / complaints received and redressed, during the year,
are also published by the Company in its quarterly/half yearly/annual financial results on a regular
basis as per the requirement of the Listing Agreement.
(e) The Directors Committee
The Board in its meeting held on 31st January, 2006 re-constituted the Directors Committee to
expedite the day to day functioning and exercise of delegated powers of the Board. The Committee
meets, as and when required, to take decisions on the policy matters and also to provide guidance
to the operating management. They also monitor and control the actions of the operating
management.
The various decisions taken by the Directors Committee are confirmed and noted by the Board and
the minutes of the Directors Committee Meeting/s are placed before the Board, subsequently.

The composition of the Committee is as follows:-

S.No Name of the Director Chairman/ Member


1. Mr. Sushil Ansal Chairman
2. Mr. D.N. Davar Member
3. Dr. R.C. Vaish Member
4. ACM O.P.Mehra (Retd.) Member
5. Mr. P. R. Khanna Member
6. Mr. Anil Kumar Member

During the year under review, no meeting of Directors Committee was held.
(f) Resource Planning and Review Committee
The Board at its meeting held on the 28th August, 2006 constituted the Sub Committee of Directors
(i.e. Issue Committee) to take necessary action/s, inter alia, to make a follow on public offer and/ or
any other offer of Equity shares of the Company. The name of the Committee has been changed
from Issue Committee to the “Resource Planning and Review Committee” by the Board at its
meeting held on October 20, 2006. The composition of the Committee is as follows:-

34
S. No Name of the Director Chairman/ Member
1. Mr. Sushil Ansal Chairman
2. Mr. Anil Kumar Member
3. Mr. Pranav Ansal Member
4. Mr. P. R. Khanna Member
5. Mr. Lalit Bhasin Member

A meeting of the Committee was held on the 12.12.2006 to allot 67,50,000 equity shares on Qualified Institutional
Placement (QIP) basis and to take decision on utilizing the funds of the Company.

4. GENERAL BODY MEETINGS


(a) Last Annual General Meeting/s

During the last three years the Annual General Meetings {AGM} of the Company have been held at the following venue:-

For the Venue Day and date Time


Financial
Year
2005-06 Sri Sathya Sai International Centre Thursday, the 28th September,2006 10.00 A.M.
& School, Lodhi Road, New Delhi-110003
2004-05 FICCI Auditorium, Tansen Marg, Monday, the 26th September,2005 10.00 A.M.
New Delhi – 110 001
2003-04 Sri Sathya Sai International Centre Tuesday, the 28th September,2004 10.00 A.M.
& School, Lodhi Road, New Delhi-110003

The following were the Special Resolutions duly passed during the previous three AGMs

Financial Year Date of AGM Particulars


th
2005-06 28 September, 2006 NIL

2004-05 26th September, 2005 NIL

2003-04 28th September, 2004 (i) Change of name of the Company from Ansal
Properties & Industries Ltd. to Ansal Properties &
Infrastructure Ltd.
(ii) Amendment in the Article No. 48 of Articles of
Association of the Company.

All the other Ordinary resolutions as set out in the respective AGM notices were duly passed by the members.
(b) Resolutions passed through Postal Ballot Process
During the period under review, the following resolutions have been passed by way of voting through Postal Ballot
Process as per the procedure prescribed under the provisions of Section 192A of the Companies Act, 1956 read
with the Companies (Passing of Resolution by Postal Ballot) Rules, 2001 and other applicable provisions, if any.

(i) Special Resolutions duly passed on 19th March, 2007


¾ Issue and allotment of Bonus Shares in the ratio of 1:1 by way of capitalization of reserves in terms of
the relevant provisions of the Companies Act, 1956 and Securities & Exchange Board of India (Disclosure
and Investor Protection) Guidelines, 2000; and
¾ Investment up to Rs. 300 crores by way of acquiring the shares/securities of / making loans to/providing
guarantees/security for Special Purpose Vehicle Company (“SPV”) namely “ANSAL HI-TECH
TOWNSHIPS LTD” under section 372A of the Companies Act, 1956.

35
Voting Pattern of the votes cast by the shareholders of the Company
Particulars Resolution No. 1 Resolution No. 2
Number of Valid Postal Ballot Forms received 893 893
Votes in favor of the Resolution 3,78,70,357 3,78,42,905
(99.998%) (99.990%)
Votes against the Resolution 450 3846
(0.002%) (0.010%)

(ii) Special Resolutions duly passed on 10th July, 2007

¾ Approve the alteration of Memorandum of Association by way of insertion of new Objects relating to
Power and IT/ITES Business in “Other Objects” Clause.
¾ Approve the commencement of such new business u/s 149 (2A) of the Companies Act, 1956.

Voting Pattern of the votes cast by the shareholders of the Company


Particulars Resolution No. 1 Resolution No. 2
Number of Valid Postal Ballot Forms received 659 659
Votes in favor of the Resolution 7,52,02,815 7,51,74,107
(99.9995%) (99.9996%)
Votes against the Resolution 400 300
(0.0005%) (0.0004%)

In both the above cases, Mr V. P. Kapoor, B.A., LL.B., FCS, AICWA, Company Secretary in practice, New Delhi, was
appointed as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner
(c) Extra Ordinary General Meeting

An Extra Ordinary General Meeting (EGM) was held on Saturday, the 18th November, 2006 at 11.00 A.M. at FICCI
Auditorium, Tansen Marg, New Delhi-110001 to seek , the approval of the Members of the Company for the following
by way of special resolutions:-
Authorization for issue of securities on public issue / right / qualified institutions placement basis / any other
basis;
Authorization for issue of Zero Coupon Secured Redeemable Optionally Convertible Debentures by way of
Preferential Issue to M/s HDFC Ventures Trustee Company Limited;
Authorization for issue of Equity Shares by way of Preferential Issue to M/s Citigroup Banking Corporation,
Bahrain, Citigroup Venture Capital International Growth Partnership Mauritius Ltd, registered FIIs, and certain
Co invest Trusts .

The attendance of each Director at the aforesaid EGM was as follows:

Sl. No. Name of Director Attendance at last EGM


held on 18.11.2006

1. Mr. Sushil Ansal Present


2. Mr. Anil Kumar Present
3. Mr. Pranav Ansal Present
4. Mr. D. N. Davar Present
5. Dr. R. C. Vaish Not Present
6. ACM O. P. Mehra (Retd.) Present
7. Mr. Lalit Bhasin Present
8. Mr. Rahul C. Kirloskar Present
9 Mr. P. R. Khanna Present

All the special resolutions as set out in the notice of the said EGM were duly passed by the Members.

36
5. DISCLOSURES

a) Disclosures on materially significant related party transactions


No transaction of material nature has been entered into by the Company with its promoters, directors, management or
their relatives etc. that may have potential conflict with the interest of the Company. The Transactions with related parties
as per requirement of Accounting Standard No. 18 of ICAI are disclosed in Schedule 17, Financial Notes of Balance Sheet
forming part of the Annual Report.

b) Legal Compliance
No penalties or strictures have been imposed by SEBI or Stock Exchanges or any other statutory authorities on matters
relating to capital markets during the last three years. All the requirements of the Listing Agreements with the Stock
Exchanges as well as regulations and guidelines of SEBI are strictly being followed.

c) Code of Conduct
The Board at its meeting held on the 31st October, 2005, had approved the Code of Conduct for the Board Members and
Senior Management (i.e. from the ranks of General Manager and above) and the same has been posted on the Company’s
website. The Board Members and Senior Management Personnel have given the declaration affirming compliance and
adherence to the said Code of Conduct for the year ended the 31st March, 2007.
The Annual Report also contains a declaration that the Code of Conduct has been complied with by the Board Members
and the Senior Management.

d) Risk Management Policy.


The Board at its meeting held on the 31st October, 2005, had approved the Risk Management Policy for Risk Assessment
and its Minimization and the same has been posted on the Company’s website. During the year, the Board has reviewed
the matter and decided to take the services of a Risk Management Consultant to appraise the efficacy of the Risk
Management Policy of the Company, the key risks associated with the business of the Company and the measures
adopted to minimize the same.

e) CEO/ CFO Certificate


In compliance with Clause 49 of the Listing agreement, a Certificate dated June 21, 2007 certifying:
(i) truthfulness of the financial statements of the Company;
(ii) fairness and legality of the financial statements of the Company;
(iii) adequacy and effectiveness of the internal controls of the Company; and
(iv) availability of adequate information to the auditors and the Audit Committee of the Company.
has been given, jointly by Mr. Anil Kumar, Whole Time Director & CEO and Mr. Anup Kapoor, CFO of the Company, for the
year ended the 31st March 2007 and placed before the Board at its meeting held on the 25th June 2007, when the Board
approved the Audited Accounts for the year ended on the said date. The Annual Report also contains the said Certificate.

6. MEANS OF COMMUNICATION

a) Financial Results

During the Financial Year 2006-2007, the quarterly/half-yearly unaudited financial results subjected to limited review /
audit by the Statutory Auditors and the annual audited financial results have been placed on Company’s web site: http://
www.ansalapi.com and also posted on SEBI’s Electronic Data Information Filing and Retrieval (EDIFAR) website to comply
with Clause 51 of the Listing Agreement, on a regular basis.

The Company’s web site has also other information on its business/projects and management, and also for the investors.
It also has the Company’s policy and code for dealing in the securities of the Company as per SEBI (Prohibition of Insider
Trading) Regulations, 1992. Moreover, the share holding pattern, financial results and other related information is also
uploaded on the Company’s website on regular basis.

The Financial Results are published in leading national newspapers as detailed here-in-below, on regular basis as per the
requirement of the Clause 41 of the Listing Agreement:-

37
Quarter Name of the Newspaper Date of Publication
Quarter ended 30.06.2006 The Financial Express (English) August 2, 2006
Jansatta (Hindi)
Quarter/half yearended The Times of India November 30, 2006
30.09.2006 (Audited) & The Economic Times(BothEnglish)
Jansatta (Hindi)
Quarter ended The Financial Express January 31, 2007
31.12.2006 (Audited) & The Economic Times (English)
Jansatta (Hindi)
Quarter /year ended The Financial Express June 26, 2007
31.03.2007 (Audited) & The Economic Times (Both English)
Jansatta (Hindi)
Quarter ended 30.06.2007 The Financial Express (Both English) July 30, 2007
Jansatta (Hindi)

b) Other information

Various notices/other information required to be published as per the provisions of the Companies Act, 1956 / Listing
Agreement etc., are published in the leading newspapers, from time to time.
Presentation are made, from time to time, to potential investors / research analysts.
The investor/others can have e-mail communication with the Company at email ID info@ansalapi.com /
shareholderservice@ansalapi.com. They may also directly write to the Company at its Registered Office in New Delhi.

c) Managements’ Discussion and Analysis Report


The Managements’ Discussion and Analysis Report is placed in the separate section of the Annual report.
7. GENERAL SHAREHOLDERS INFORMATION
a) Forthcoming Annual General Meeting

Day, Date and Time Saturday, the 22nd September, 2007 At 11.00 A.M.
Venue Sri Sathya Sai International Centre & School, Lodhi Road,
New Delhi-110003
b) Directors retiring by rotation and eligible for re-appointment:

i) Mr. D.N. Davar :


Mr. D. N. Davar, 73 years, B.Com (Hons.), M.A. (Eco.), CAIIB and a Fellow member of Economic
Development Institute of World Bank, is an eminent professional, formerly Chairman of IFCI and
presently on the Board of a number of reputed companies, has vast experience and expertise in
finance, banking and corporate laws. He joined the Board of the Company on August 16, 1995, as
an independent Director and was last re-appointed as director, liable to retire by rotation, at the
Annual General Meeting held on the September 26, 2005. He is due to retire by rotation in the
ensuing Annual General Meeting. He is the Chairman of the Audit Committee of the Company.
His Directorships in other companies (as per latest declaration given u/s. 299/305 of the Companies
Act, 1956) are as follows:
1. Sandhar Technologies Ltd.
2. Sandhar Infosystems Ltd.
3. OCL India Limited*
4. HEG Limited*
5. Indo –Continental Hotels & Resorts Ltd.
6. Hero Honda Finlease Limited*
7. Jai Prakash Power Ventures Ltd.*
8. Jai Prakash Associates Ltd.*
9. Adyar Gate Hotels Ltd.*
10. Jai Prakash Hydro Power Ltd.
11. Rajasthan Spinning & Weaving Ltd.*
12. Maral Overseas Ltd.*
13. Ahlcon Parenterals (India) Ltd
14. Titagarh Wagons Ltd.
15. S.P. Wahi Technology & Management Consultants Pvt. Ltd.
16. Sandhar Steady Stream Tolling Pvt. Ltd.
17. ITIDA CAD Services Pvt. Ltd.

38
ii) Mr. Rahul C. Kirloskar :
Mr. Rahul C. Kirloskar, 44 years, B. Sc (Mechanical Engineer) is a well-known industrialist and is
on the Board of several reputed Companies in Kirloskar Group. He joined the Board of the Company
on 11th February, 1992 and was last re-appointed as a director, liable to retire by rotation, at the
Annual General Meeting held on the 26th September, 2005, and is due to retire by rotation in the
ensuing Annual General Meeting.
His Directorships in other companies (as per latest declaration given u/s. 299/305 of the Companies
Act, 1956) are as follows:
1. Kirloskar Pneumatic Co. Ltd.*
2. Kirloskar Brothers Ltd.
3. Quadrant Communications Ltd.
4. Kirloskar Oil Engines Ltd.
5. Kirloskar Services Pvt. Ltd.
6. Alpak Investments Pvt. Ltd.
7. Pratibha Communications Pvt. Ltd
8. Kirloskar Kenya Ltd., Nairobi, Kenya
9. Kirloskar Drilling Co. Ltd., Kenya
10. Kirloskar Services Kenya Ltd, Kenya
11. Kirsons Tradings (S.A.)(Pte.) Ltd.

iii) Mr. P. R. Khanna:


Mr. P. R. Khanna, 74 years, is a Fellow Member of the Institute of Chartered Accountants of India,
having over 40 years of experience in practice. He had been a member of the Central Council of the
Institute of Chartered Accountants of India and was also a Trustee of the Unit Trust of India. He
joined the Board of the Company on August 30, 2003 as an independent director and was last
reappointed as Director, liable to retire by rotation, at the Annual General Meeting held on the
September 26, 2005, and is due to retire by rotation in the ensuing Annual General Meeting.
His Directorships in other companies (as per latest declaration given u/s. 299/305 of the Companies
Act, 1956) are as follows:
1. Indag Rubber Ltd.*
2. DCM Shriram Industries Ltd.*
3. Uniproducts (India) Ltd.
4. UTI Asset Management Co. Pvt. Ltd.
5. Control & Switchgears Contractors Ltd.*
6. Nabha Development Initiative (Sec 25 Co.)
He is also a member of the Governing Body of the following:
1. Shriram College of Commerce
2. Shriram Scientific and Industrial Research Foundation.
He is also a Trustee of the following Trusts :
1. ICRA Employee Welfare Trust
2. Nabha Foundation
* Represents the Membership(s)/ Chairmanship(s) of the Committee/s formed by these Companies.

c) Financial Calendar
Calendar of the events for the Financial Year 2007-08 (April, 2007 to March,2008), excluding Extra Ordinary General
Meeting, if any, that may be required to be held:-

Results for Quarter and for Approved by the Board on the 25th June, 2007
the Year ended 31.03.2007.
First Quarter Results – 30.06.2007 Approved by the Board on the 28th July, 2007
Annual General Meeting 22nd September, 2007
Second Quarter / half yearly Will be considered by the Board during the
Results - 30.09.2007 3rd/4th week of October, 2007 (indicative)
Third Quarter Results - 31.12.2007 Will be considered by the Board during the 3rd/
4th week of January, 2008 (indicative)

39
d) Dividend

The Board of Directors of the Company has paid an Interim Dividend @ 15% on the paid up equity share capital of Rs
28,37,52,750/- {Pre Bonus Shares} on the basis of financial results for the period ended the December 31, 2006. The
payment was made in March, 2007.
In addition to the payment of Interim Dividend, the Board of Directors at its meeting held on the 25th June, 2007 has
recommended Final Dividend @ 10% on the enhanced paid up equity share capital of Rs. 56,75,05,500/- { Post Bonus
Shares} for the year ended the 31st March, 2007 and it will be paid, on approval, to the Members whose names shall
appear on the Company’s Register of Members / Register of Beneficial Owners as on the last date of the book closure i.e.
September 22, 2007 if approved at the Annual General Meeting to be held on the 22nd September 2007.

e) Book Closure/ Record Dates


19th September, 2006 was fixed as record date for the purpose of issue and allotment of equity shares to the
shareholders of Ansal Township Projects Ltd. (ATPL), the transferor Company, consequent upon the
amalgamation of ATPL with the Company in terms of the Order of the Delhi High Court.
21st March, 2007 was fixed as record date for the purpose of payment of Interim Dividend.
24th April, 2007 was fixed as record date for the purpose of crediting the bonus shares.
Your Company’s Register of Beneficial Owners, Register of Members and Share Transfer Books shall remain
closed for the purpose of payment of dividend from Thursday, the 13th September, 2007, to Saturday the
22nd September, 2007 (both days inclusive).

f) Listing on the Stock Exchanges

The Company’s Equity Shares Address of the Stock Exchanges


are listed on the
Stock Exchanges located at
Delhi (DSE) The Delhi Stock Exchange Asso. Ltd.
D.S.E. House, Turkman Gate,3/1, Asaf Ali Road,
New Delhi - 110 002
i) Bombay Stock Exchange Ltd (BSE)
Mumbai (BSE & NSE) 25, P J Towers, Dalal Street, Mumbai – 400 001
ii) National Stock Exchange of India Ltd. (NSE)
Exchange Plaza, Bandra – Kurla Complex,
Bandra (East) Mumbai – 400 051
Stock Code/ Symbol for Equity 500013 – BSE
Shares 01188 – DSE
ANSAL INFRA - NSE.
ISIN No. of the Company’s INE-436A01026 as allotted by NSDL & CDSL
Equity Shares in the Demat after subdivision of Equity Shares
Form (INE-436A01018 – old ISIN before subdivision of
Equity Shares)

Depositories Connectivity i) National Securities Depository Limited


(NSDL)
ii) Central Depository Service (India) Limited
(CDSL)

Listing fee has been duly paid to all the Stock Exchanges for the Financial Year 2007-08

40
g) Market Price Data
(i) The Market Price data and volume of the Company’s shares traded in Bombay Stock Exchange Ltd, during the Financial
Year 2006-2007 and during the 1st quarter of the Financial year 2007-2008 were as follows:-

Month/Year Open High (Rs.) Low Close No. of Shares No. of Net Turnover
(Rs.) (Rs.) (Rs.) Traded Trades (Rs.)
(During the Financial Year 2006-2007)

April, 2006 734.95 1213.60 734.95 1213.60 768468 14933 652,576,393.00

May, 2006 1274.25 1626.15 621.80 668.70 1975794 25986 1,786,505,243.00

June, 2006 669.50 699.00 343.95 412.80 1927075 24594 833,450,841.00

July, 2006 425.10 477.80 307.00 386.55 2963425 55040 1,204,966,180.00

August, 2006 388.70 524.90 367.50 440.70 2327369 50400 1,048,840,087.00

Sep, 2006 439.95 585.95 400.00 585.70 2768711 43459 1,341,950,404.00

Oct, 2006 583.40 884.10 548.50 827.40 4545847 89079 3,018,493,854.00

Nov, 2006 863.00 1104.00 790.00 964.05 5975320 122259 5,566,521,632.00

Dec, 2006 972.70 1134.45 843.00 890.60 4190858 92449 4,111,888,583.00

Jan, 2007 899.45 1004.80 775.90 781.35 1997495 45978 1,791,510,412.00

Feb, 2007 799.00 879.55 545.95 581.25 2840600 50381 1,992,076,688.00

March, 2007 577.00 598.00 564.00 585.95 64755 1923 37,550,205.00

During the Quarter ended 30th June, 2007 (i.e. 1st quarter of the financial year 2007-08)

April, 2007 515.50 515.90 250.00 287.70 2008944 37499 835,555,974.00

May, 2007 294.90 366.95 270.05 330.90 3432658 64413 1,124,460,795.00

June, 2007 335.05 347.00 255.00 267.15 4674487 92188 1,358,794,266.00

41
(ii) Performance of the Share price of the Company in comparison to BSE Sensex

Year BSE Sensex Share Price of the


Company (Rs.)
% Change
(as compared to last year) ×
Sensex Shares Price
2002 3377.28 11.30 3.523% 36.144%
2003 5838.96 38.15 72.889% 237.610%
2004 6602.69 74.00 13.080% 93.971%
2005 9397.93 378.70 42.335% 411.756%
2006 13786.91 890.60 46.70% 135.17%
2007 14424.87 238.55 4.62% * Not comparable as
price is ex-bonus
Source: BSE Website (Closing Price) {no specific date mentioned in historical data}
* The Company has issued and allotted on 04.05.2007 Bonus Equity Shares in the ratio of 1:1
h) Entry of Equity Shares of the Company in Futures & Options Segment
The Stock Exchanges (BSE & NSE), on the direction issued by SEBI, has permitted the trading of Equity Shares of
the Company in Futures and Options Segment w.e.f. 14.05.2007
i) BSE Realty Index
The Bombay Stock Exchange Ltd. (BSE) in recognition of the growing importance of the Real Estate Sector in the
Indian Economy and to meet the needs of the Investors, had announced the launch of “BSE Realty Index” on July
9, 2007. Your Company has been recognized as one of the constituents of the BSE Realty Index.
j) Category of Shareholders as on the 30.06.2007

Sl. No. Category No. of Shares held % Shareholding


A. Shareholding of Promoter and
Promoter Group
1. Indian Promoters:
Individual / HUF 47868050 42.17
Bodies Corporate 26940870 23.74
2. Foreign Promoters 0 0
B Public Shareholding
1. Institution
(a) Mutual Funds/UTI 8167244 7.20
(b) Financial Institutions/Banks 1186700 1.04
(c ) Central Government/State Government(s) 0 0
(d) Venture Capital Funds 0 0
(e) Insurance Companies 580000 0.51
(f) Foreign Institutional Investors 14493299 12.77
(g) Foreign Venture Capital Investors 0 0
2. Non-institutions
(a) Bodies Corporate 3042549 2.68
(b) Individuals-
i) Individual shareholders holding 9078736 8.00
nominal share capital upto Rs.1 lac
ii) Individual shareholders holding nominal 1453728 1.28
share capital in excess of Rs.1 lac
(c) Others-
i) Non Resident Indians 213799 0.19
ii) Clearing Members 205974 0.18
iii) Hindu Undivided families 270151 0.24
Total :- 113501100 100

42
Shareholding Pattern

Others, 0.61%

Fis and Bank, 1.04%


Insurance Cos.,
Indian Public
0.51%
(Individuals), 9.28%

Private Corporate
Bodies, 2.68%

FIIs, 12.77%

Mutual Funds and


UTI, 7.20%
Promoters, 65.91%

k) Distribution of Shareholding as on the 30.06.2007

Sl. Shareholding of Shareholders holding Nominal value of Shares % of Equity Capital


No. Nominal Value * Shares in each category held in each category held in each category
of Rs. No. % Physical Demat Physical Demat
Form Form Form Form
01. 1 to 2500 30414 84.033 1165155 14123880 0.21 2.49
02. 2501 to 5000 4229 11.685 7856520 9288370 1.38 1.64
03. 5001 to 10000 790 2.183 732000 5355030 0.13 0.94
04. 10001 to 20000 323 0.892 388250 4469670 0.07 0.79
05. 20001 to 30000 127 0.351 127500 3067685 0.02 0.54
06. 30001 to 40000 53 0.146 36000 1803295 0.01 0.32
07. 40001 to 50000 42 0.116 0 1957910 0 0.35
08. 50001 to 100000 83 0.229 258000 5697020 0.04 1.00
09. 100001 and above 132 0.365 0 511179215 0 90.07
Total 36193 100.000 10563425 556942075 1.86 98.14
Net Total of both columns 567505500 100
* Nominal Value of each share is Rs. 5/- each fully paid up.

43
l) Share Transfer Process
Equity Shares of your Company being in compulsory demat mode are traded / transferable through
the depository system. M/s Intime Spectrum Registry Ltd., having its office at A-40, 2nd Floor, Naraina
Industrial Area, Phase-II, Near Batra Banquet Hall, New Delhi-110028 is the Share Transfer Agent
for all the work related to share registry both in terms of physical and electronic, in terms of the
Securities & Exchange Board of India’s (SEBI) Circular No. D&CC/FITTC/CIR-15/2002 dated 27th
December, 2002.
Requests received for registration of transfer of shares in physical form, after being found in order
in all respect, are recommended for approval of registration of transfer to “Share Transfer Committee”
of your Company. The Committee meets approximately once in a fortnight and transfer process is
generally completed within 30 days.
Your Company is adhering to all the guidelines /regulations issued by SEBI/Stock Exchanges in
relation to or in connection with transfer/ transmission, dematerialization/ rematerialization of shares
and has adopted administrative set up, which is always investors’ friendly.
m) Dematerialization of Shares
The trading in the Equity Shares of the Company in dematerialized form became mandatory w.e.f.
28th May, 2001 and to facilitate trading in this form your Company has entered into the agreement
with depository system of the both National Securities Depository Limited (NSDL) and Central
Depository Service (India) Limited (CDSL).
All the Requests for dematerialization of shares are processed and recorded through Intime Spectrum
Registry Ltd. (STA) with NSDL and CDSL Depositories. The dematerialization takes place within
21 days of generation of Demat Registration Request.
The positions of dematerialized shares as well as physical shares as on 30th June, 2007, are as
under:-

Particulars No. of Shares % of total Shares


Shares in Physical mode 21,12,685 1.86
Shares in Demat mode:-
NSDL 10,92,19,053 96.23
CDSL 21,69,362 1.91
Total : 11,35,01,100 100.00

1.91% 1.86%

96.23%
96.28%
Shares in Physical mode NSDL CDSL

44
n) Address for Correspondence/information

Registrar and Share Transfer Agent Company


(for Dematerialization and Share (for dividend, Annual Report, and any other
transfer related queries) related matters)
M/s. Intime Spectrum Registry Ltd. Company Secretary
A-40,2nd Floor,Naraina Industrial Ansal Properties & Infrastructure Ltd.
Area, Phase -II, 115, Ansal Bhawan, 16 Kasturba Gandhi Marg,
Near Batra Banquet Hall New Delhi - 110001
New Delhi - 110028 Tel. : 23353550, 66302269-77
Tel. No. 41410592-94 Corporate Website: http://www.ansalapi.com
E.mail: info@ansalapi.com
shareholderservice@ansalapi.com

Address of Registrar/ Statutory Auditors

Registrar and Share Transfer Agent Statutory Auditors


Mr. J. Mitra M/s Khanna & Annadhanam
M/s. Intime Spectrum Registry Ltd., Chartered Accountants
A-40, 2nd Floor, Naraina Industrial Area, Phase-II, 706, Akash Deep Building,
Near Batra Banquet Hall, New Delhi-110028 Barakhamba Road,New Delhi- 110001
Tel. No. 41410592-94 Tel. No. 23315110, 119
Email- delhi@intimespectrum.com

8. SECRETARIAL AUDIT REPORT


Pursuant to circular No. D&CC/ITCC/CIR/ 16/2002/ 31.12.2002 of SEBI, a qualified Practicing Company Secretary
carries out the Secretarial Audit for reconciliation of total shares of the Company held in Depositories (i.e. with the
NSDL or CDSL) and in Physical Form, tallying with the admitted, issued / paid-up and listed capital the total admitted
capital. The audit is carried out every quarter and the Report thereon is submitted to the Stock Exchanges and is
also place before the Board of Directors. The audit, inter alia, confirms that the total listed and paid – up capital of
the Company is in agreement with the aggregate of the total number of shares in dematerialized form (held with
NSDL and CDSL) and total number of shares in physical form.

9. NON-MANDATORY REQUIREMENTS UNDER CLAUSE 49 OF THE LISTING AGREEMENT


The status of compliance with the non-mandatory requirements of Clause 49 of the Listing Agreement is provided
below:

1. Non- Executive Chairman’s Office: The Chairman of your Company holds the position of the Executive
Chairman and hence this provision is not applicable.
2. Tenure of Independent Directors: In terms of the Governance Policy of the Company, all Directors, including
Independent Directors, are appointed/ re-appointed in terms of the provisions of Companies Act, 1956. No
maximum tenure for Independent Directors has been specifically determined by the Board.
3. Remuneration Committee: The Company has a Remuneration Committee under the nomenclature
‘Compensation/ Remuneration Committee’, the details of which are provided in this Report under the section
‘Committees of the Board – Compensation/ Remuneration Committee’.
4. Shareholder Rights: The quarterly, half-yearly and annual financial results of the Company are published in
newspapers on an all India basis and are also posted on the Company’s corporate websiteviz.
www.ansalapi.com. Significant events are also posted on this website. The complete Annual Report is sent to
every Shareholder of the Company.
5. Audit Qualifications: It is always the Company’s endeavor to present unqualified financial statements.

45
6. Training of Board members: The Board of Directors of the Company is briefed, on regular basis, by the
Chairman and Whole Time Director & CEO, with the development and performance of the Company so as to
enable them to monitor the same at regular intervals.

7. Mechanism for evaluation of Non-Executive Directors: The Board of Directors including non-executive
directors are vested with responsibility of strategic supervision of your Company. In view of the same, the
Board, informally, evaluates non-executive directors on the basis of individual contribution towards fulfillment
of this responsibility.

8. Whistle-Blower Policy: The Company encourages an open door policy where employees have access to the
senior management. In terms of APIL’s Code of Conduct, any instance of non-adherence to the Code is to be
brought to the attention of the immediate reporting authority, who is required to report the same appropriately
to the Board.

Declaration for compliance of Code of Conduct

I, Anil Kumar, Whole Time Director & CEO of the Company hereby confirm that all the Board Members and Senior
Management have affirmed, individually compliance with the Code of Conduct for the period ended the 31st March, 2007.

For Ansal Properties & Infrastructure Ltd

(Anil Kumar)
Whole Time Director & CEO

46
Certificate under clause 49 (V) of the Listing Agreement

The Board of Directors


Ansal Properties & Infrastructure Ltd.
115, Ansal Bhawan
16, K G Marg
New Delhi – 110 001

We, the undersigned certify to the Board that:

(a) We have reviewed the financial statements and the cash flow statement for the financial year
ending 31st March, 2007 and that to the best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material
fact or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the company’s affairs and
are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the year which are fraudulent, illegal or violative of the Company’s code of conduct.

(c) We accept responsibility for maintaining the internal controls in the Company and that we have
evaluated the effectiveness of the internal control systems of the Company and to the best of
our knowledge and belief, there are no deficiencies in the design or operation of internal controls,
of which we are aware and which are needed to be disclosed to the auditors and the Audit
Committee.

(d) We have indicated to the auditors and the Audit Committee, as may be applicable:

(i) Significant changes in internal control during the year;

(ii) Significant changes in accounting policies during the year and that the same have
been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the
Company’s internal control system.

For Ansal Properties & Infrastructure Ltd.

(Anil Kumar) (Anup Kapoor)


Whole Time Director & CEO Chief Financial Officer

Place : New Delhi


Date : 21st June, 2007

47
Compliance Certificate from the Statutory Auditors of the Company

The Members of
Ansal Properties & Infrastructure Ltd.,
New Delhi.

We have examined the compliance of conditions of Corporate Governance by Ansal Properties


& Infrastructure Limited for the year ended 31st March, 2007, as stipulated in Clause 49 of the
Listing Agreement of the said Company with the Stock Exchanges in India.

We have conducted our examination on the basis of the relevant records and documents
maintained by the Company for the year ended 31st March, 2007 and furnished to us for the
purpose of the review and the information and explanations given to us by the Company
during the course of such review.

The compliance of conditions of Corporate Governance is the responsibility of the


management. Our examination was limited to procedures and implementation thereof, adopted
by the Company for ensuring the compliance of the conditions of the Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us,
we certify that the Company has, in all material respect complied with the conditions of
Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the
Company nor the efficiency or effectiveness with which the management has conducted the
affairs of the Company.

for Khanna & Annadhanam


Chartered Accountants

Place : New Delhi. ( P. S. Pabreja )


Dated : 24th August, 2007 Partner
Membership No. 10692

48
*
1. Operating Results of the Company
The Company has achieved a commendable growth during the year under review.
Net Profit for the year 2006-07 stood at Rs 13,191 Lacs as against 4,056 Lacs in the year 2005-06, thus showing an
increase of 225%. Further the total turnover for the year ended March 31, 2007 stood at notably increased level of
Rs 76,614 Lacs, as compared to Rs 35,515 Lacs for 2005-06, posting a 115% increase.
Earning Per Share (EPS) has increased from Rs. 7.80 to Rs. 25.36, thus showing robust increase of 225% as
compared to year on year basis.
The Company has paid an Interim Dividend @ 15% on the paid up equity share capital of Rs 28,37,52,750/- {Pre
Bonus Shares} on the basis of financial results for the period ended the December 31, 2006, which has absorbed
Rs. 485 lacs including Dividend Tax. In addition to Interim Dividend, your Directors have recommended for your
approval in the ensuing Annual General Meeting, payment of the Final Dividend at the rate of 10% on the enhanced
paid up equity share capital of Rs. 56,75,05,500/- { Post Bonus Shares} for the year ended the 31st March, 2007,
and, an amount of Rs. 7500 lacs has been transferred to General Reserve.

2. Industry Structure and Development


The growth story for the Indian economy continues with a compounded annualized GDP growth of around 8.6 %
over the last four years. The GDP growth in the last two years have been over 9 %, i.e. at around 9.4% in the year
2006- 2007 and 9% in the year 2005- 2006. The growth has been wide spread and has moved away from the
traditional sectors.
The story for India, however, has just begun and the economists believe that this is just the beginning. The GDP
growth is expected to sustain at a CAGR of over 8.5% in the foreseeable future. Investments in the infrastructure
sector have been buoyant over the last couple of years and the trend is likely to continue for the foreseeable future.
Given the trend of the growth and more and more investments being pumped into the infrastructure sector it is
expected that the Country will be on a double digit growth path by the time the Eleventh Five Year Plan ends.
Real estate will be a key driver and over USD 435 Bn. investment is expected in this sector over the next 5 years
(Edelweiss Research). The growth in the economy is leading to a growing demand across the real estate verticals –
be it the residential, commercial or retail.
Real estate is also the second largest employment driver, next only to agriculture. This is because of the chain of
backward and forward linkages that the sector has with other sectors of the economy. About 250 ancillary industries
such as cement, steel, brick, timber, building material etc. are dependent on the real estate industry. An unit increase
in expenditure in this sector has a multiplier effect and the capacity to generate income as high as five times.
Demand for residential, commercial and retail real estate is rising throughout India, accompanied by increased
demand for hotel accommodation and improved infrastructure.
Housing
The market remains fundamentally bullish in this sector because the primary drivers for the sector still remain
strong. Indian Household consumption accounts for 65% of the GDP. The share of construction as a percentage of
GDP has risen from 5.2% in 2003 to over 7% currently. The housing sector has been growing at an average of 34%
annually, while the hospitality industry grew 10-15% last year.
As per the Tenth Five Year Plan, the housing shortage by the year 2007 is expected to be around 22.7 Mn units. The
investment required to fulfill this shortfall is well over Rs. 4,00,000 crore. Predominantly, the demand is in the Low
end to Medium Income Level housing units. The increasing level of prosperity and the ease in discounting the future
earnings – banks loan – makes it easier for buying a house. Another major contributing factor to boost the growth of
residential housing property is income tax incentives on housing loans.
Commercial
The IT / ITES / BPO industry demand is expected to grow at around 75-80 Mn sq ft of area every year over the next
5 years. This sector alone makes up 80% of the commercial space demand in India. With the IT / ITES sector
expected to grow significantly over the next few years the demand will principally be driven by the growth in the
numbers in the sector. The number of people employed in the IT / ITES sector is expected to grow from around 1.3
Mn people currently to around 4.1 Mn over the next 5 years. Apart from the IT / ITES sector the office space growth
will also be driven by the Financial sector, including Services, Insurance and Banking, Bio technology, among others.
At present the major cities occupy the foremost office space for these sectors. However, the need for low cost
alternatives is seeing other destinations predominantly in the Tier II cities.
Retail
Retail with a turnover of around USD 7.2 Mn is the biggest industry in the world. In India the organized retail is
around 5 % of the total volume. With almost all the big international names lined up for an entry in India the organized
retail is expected to grow to over 10 % in the next 5 years. The organized retail is also being driven by the increasing
focus of malls in the smaller cities, increasing disposable incomes and rising consumption rates.

49
It is estimated that presently, an additional 46 million sq. feet for malls and multiplexes is being added in India, out
of which 32 million sq. feet is spread over across seven major Indian cities. As many as 45 malls with over 9.5 million
sq. feet of retail real estate are expected to come up shortly in tier-2 cities like Jaipur, Chandigarh, Ludhiana,
Nagpur, Baroda, Surat and Kochi.
There is a need for opening up FDI in the retail business. It is expected that the Government would consider permitting
liberalized FDI in retail, which would further increase demand for shopping malls, multiplexes, etc. in the Country.
The entry of international retailers would bring in the required expertise to set the supply chain in place resulting in
elimination of wastage, lower prices and better quality for consumers.
Retail rents in India are still the lowest in the world. However, opening up of FDI in retail trading will not necessarily
cause rents to rise, as this new demand will be more than offset by the additional stock.
Tier -2 cities
A significant shift in the real estate market has been a move from metros to its suburbs and to tier two cities having
a population of about one million and it is expected that there will be a gradual shift to tier three cities and to rural
areas. A number of townships are being developed in tier two cities all over the Country and over 100 such townships,
each with over one hundred acres of land in various stages of planning and development. There is tremendous
scope for more townships to come up in the next three to four years.
Special Economic Zones {SEZ}
SEZs are specifically delineated duty free enclaves deemed to be foreign territories for purposes of Indian custom
controls, duties and tariffs. There are three main types of SEZs: integrated SEZs, which may consist of a number of
industries; services SEZs, which may operate across a range of defined services; and sector specific SEZs, which
focus on one particular industry line. SEZs, by virtue of their size, are expected to be a significant new source of real
estate demand. In the next three years, SEZs are projected to generate $2 billion. An employment hub, SEZs are
also expecting employment growth of 50%. The employment figure currently stands at 95,000. SEZs can help create
high quality infrastructure in pockets, provide a liberal and supportive business policy environment, thus giving a
fillip to the industry.
Price trends
Property prices in India have sharply risen in the recent past. The Reserve Bank of India (RBI) has been trying to
slow credit growth to the housing sector and interest rates are moving up. However, it is believed that the prices will
remain steady and could be on a secular uptrend over the long term given the strength of the economy. We see
other drivers for property prices as relaxation in FDI and demand from real estate mutual funds and REITs.
FDI in real estate
In March 2005, the Indian Government permitted FDI under the automatic route in the real estate sector to help
organize the real estate sector, bridge demand and supply gap, create more professionalism, bring superior technology,
induce healthy competition and ensure availability of funds. This will also facilitate in the growth of the Country’s
GDP. A large number of companies are looking at an opportunity to invest in India and some of the foreign players
have already tied up with Indian developers. A number of real estate venture capital funds are also looking at India
as the returns here are higher, as compared to returns from their own home countries.
It is the view that time has arrived that the Indian Government allows real estate mutual funds and real estate
investment trusts to start operating, so as to facilitate availability of funds in this sector, as is permitted overseas.
Some private funds have applied to SEBI for approval.It is understood that few have received approval and started
investing in real estate. This will definitely ensure more availability of funds to the developers and faster growth of
the real estate sector.
The Changing Face of Indian Real Estate:
The Central Government is supporting repeal of the Urban land Ceiling & Regulation Act (ULCRA). Nine States
have since repealed the Act.
Modification of Rent Control Act enabling greater freedom to the home owners who were earlier wary of renting
out flats, especially in large cities.
Rationalization of property tax in some states and computerization of land records.
Liberalization of FDI into real estate leading to a strong multiplier effect for the sector.
The Central Government is understood to be planning to allocate USD 1.5 Bn for 60 cities to modify the
legislations and processes that are stalling the development of the sector. This assistance to States under the
National Urban Renewal Mission is subject to repealing the ULCRA, amending Rent Control Laws and reducing
stamp duty to 5%. The Government is also understood to be working towards simplifying the procedures for
procurement of land, bringing down land cost and easing the various approval and clearance norms to lower
gestation period.

3. Opportunities

The Real Estate Sector in India has assumed growing importance with the liberalization of the economy. Developments
in the real estate sector as a whole are being driven by demand for:

50
Ø more housing units in cities and towns because of growing urbanization of Indian population, burgeoning
middle class, increased disposable income, easy availability of housing finance at cheaper rate and tax
incentives;
Ø office premises by growing IT/ITES industry especially BPO;
Ø shopping malls by growing retail segment;
Ø multiplexes by evolving entertainment and hospitality sectors;
Ø hotels/resorts by growing tourism industry;
Ø SEZs by various sectors; and
Ø better infrastructure by the growing Indian Economy through all its sectors.

Opportunities seen in the Indian real estate sector are as follows:


The Real Estate Market is projected to grow to $50 billion by 2010.
CAGR of over 30% p.a. is expected over the next five years.
A shortage of 12 million housing units in urban areas.
Scope for 400 township projects over the next five years spread across 30 to 35 cities, each having a population
of about 0.5 million.
Total project value dedicated to low and middle income housing in the next seven years is estimated at $40
billion.
The retail market for mortgages is currently valued at slightly over $5 billion.
Considering that the outstanding loan to GDP ratio in India is less than 2%, the mortgage market is expected
to grow in excess of 25% over the next five years, so as to be at par with Asian peers.
Income classes with annual incomes between Rs. 2 million and Rs. 5 million per year, Rs. 5 million and Rs. 10
million per year, and in excess of Rs. 10 million per year are expected to increase in size by 23%, 25% and
28% respectively from fiscal 2005 to fiscal 2010.
The recently announced Urban Infrastructure Renewal Mission is expected to give a boost to the sector,
wherein $11.5 billion has been earmarked over the next five years for 60 cities.
Investment opportunities exist in almost every segment of the business:-
Housing: About 20 million new units expected to be built in five years.
Office Space for IT/ITES: Five-fold increase in office space requirement over the next three years.
Commercial space for organized retailing: 200 million sq. feet by 2010.
Hotels & Hospitality: Over 50,000 new rooms in the next 5 years.

4. Threats
Following one or more of the perceived threats could negatively affect the business of your Company:-
o Sanctioning process through the authorities is slow and time consuming.
o Archaic tenancy laws.
o The industry is highly disjointed and competitive and increased competitive pressure may adversely affect our
results.
o Fluctuations in market conditions may affect our ability to sell our projects at expected prices, which could
adversely affect our revenues and earnings.
o The projects in the real estate business involve purchasing small parcels of lands within a large area and
failure to purchase any strategically located parcels may lead to failure of the entire project.
o The Company may suffer if compulsory price correction is exercised by the Government.
o Certain tax benefits under the provisions of the I.T. Act, may, if withdrawn, adversely affect the Company’s
financial condition and results of operations.
o The growth of the Company requires further capital, which may not be available on terms acceptable to it.
o Potential limitations on the supply of land could reduce our revenues or negatively impact the results of the
Company’s operations.
o Considerable increases in prices or shortage of building materials could harm the Company’s results of
operations and financial condition.
o The Company undertakes projects jointly with third parties, which involve certain risks.
o The Company is reliant on its directors and senior management team and the loss of key members or failure
to attract skilled personnel may adversely affect the busines
o The Company conducts due diligence and assessment exercises prior to undertaking a project, but may not be
able to assess or identify certain risks and liabilities.
o The business is subject to extensive statutory or governmental regulations.

51
o A number of the Company’s projects in the real estate business and construction business are not covered by
insurance or such insurance as in place may not be sufficient to cover all risks in these projects.
o The ability to sell the Company’s products will be adversely affected by the availability of finances at reasonable
cost to potential customers, especially buyers of residential properties.
o The Company is dependent on various sub-contractors or specialist agencies to construct and develop projects.
o Covenants with institutional lenders and other contractual commitments may restrict operations and ability to
expand which may hurt the business and results of operations and financial condition.
o Work stoppages and other labour problems could adversely affect the business
o Change in the business policies of the Government.

5. Performance
Presently your Company is undertaking its Projects mainly in four states of India i.e. Uttar Pradesh, Haryana, Rajasthan
& Punjab on its own or through joint ventures/collaborators. Some of the projects in the process of various stages of
development in these States are as follows:-

Projects in the State of Uttar Pradesh


IT SEZ, Greater Noida
Hi-Tech City, Dadri
Sushant Taj City, Agra
Aquapolis Lake Front township, Ghaziabad
Ansal Plaza, Greater Noida
Sushant City, Meerut
Sushant Golf City, Lucknow

Projects in the State of Haryana


Ansal Highway Plaza, Sonepat
Sushant City, Kundli
Sunshine County, Kundli
Sushant Royal, Karnal
Greenscape, Sonepat
Sushant City, Panipat
Roman Court, Sonepat
Sushant Homez, Sonepat
Sushant Homes, Panipat
Galaxy Court, Panipat
Ansal Plaza-Palam Vihar, Gurgaon
Ansal Plaza, Panipat
Valley View Estate, Gawalpahari
Jade Gardens, Palam Vihar
Cozy Homez, Palam Vihar
Projects in the State of Rajasthan
Sushant City, Ajmer
Sushant City, Jaipur
Ansal Plaza, Jodhpur
Ansal Plaza, Ajmer
Projects in the State of Punjab

Boulevard, Ludhiana
Orchard County, Mohali
Golf links Mohali
Hampton Court, Ludhiana
The Ansal Highway Plaza, Jalandhar

6. Prospect & Outlook

The important thrust area of your Company, being smaller cities or better known as Tier 2 cities, is proving to be a
benign step. In its attempt to provide the residents of these cities with world-class real estate solutions your Company
has undertaken / is under the process of launching the projects in various States like Rajasthan, Haryana, U.P.,
Punjab, NCR regions. It is in the process of developing Integrated Townships in cities like Meerut, Karnal, Yamuna
Nagar, Kurukshetra, Agra, Ambala, Ghaziabad, Lucknow, Bhatinda etc.

52
Your Company is also growing its competitive benefit by moving to strategic segments i.e. Special Economic Zones
(SEZ) and IT Parks. It has recognized potential locations for establishing world class IT Parks and SEZs all over
Northern India. The IT Park at Greater Noida has been notified as SEZ for IT and/or ITES by Central Government. It
has also received in principle approval for multi product SEZ in Rajasthan, formal approval for single product
engineering goods in Sonepat and a formal approval for an IT SEZ in Gurgaon.
Your Company continues to emphasize and build upon its well acknowledged brand image of “Ansal Plaza” and
“Sushant City”. It has successfully launched Ansal Plaza, Greater Noida (under development) and is in advance
stages of launching Ansal Plazas in various locations like Meerut, Agra, Lucknow, Panipat to name a few. Similarly
the Company has successfully launched Sushant City projects in various Tier-II cities like Meerut, Sonepat. It is also
proposing to develop an integrated industrial estate in Gurgaon, NCR region.
Quality being the most emphatic priority of your Company, all efforts are being made to use the best of construction,
architecture and allied inputs, both from highly reputed national and international companies. Some of these are
Shahpurjee Palanjee, Ahluwalia Construction, VRM Global, Enersave Consultants, Toronto, Canada, APA Architect,
New York, USA, ACL Pte Ltd., Singapore. This will further enhance the prospects of your Company in an intensely
competitive environment and make the outlook better.

7. Risks and concerns


Ø Price risk
Ø Demand risk
Ø Increased cost of development
Ø Rising interest rate
Ø Phasing out of tax incentives
Ø Political risk

Price: Real estate price cycles have the greatest impact on the margins of the developers, because land costs
account for a large portion of the constructed property. Real estate prices in the past have fluctuated in respect of
procuring land, construction of the project and its eventual completion, thereby exposing project developers to the
volatility of prices.
Demand : Demand risk for real estate developers indicates the ability to sell properties based on location, brand,
track record, quality and timeliness of completion. Most real estate developers try to address this risk by undertaking
market surveys in order to assess the demand for their properties. In addition, demand is also strongly influenced by
policy decisions relating to housing incentives.
Cost of development: The costs in a housing project consist of land costs, construction costs and employee costs.
As per the industry source, the prices of steel and cement, which comprise a major portion of the construction cost,
are expected to rise in coming 1-2 years. This increase in cost, however, is expected to be outpaced by the growth
rate of individual disposable income and therefore is not likely to depress the demand growth for housing units.
Interest rate: The interest rates have already increased by more than 400 basis point over the low achieved in 2006.
Banks are already seeing a lesser off take in the housing loans and this may adversely effect the sales of your
Company.
Tax incentives: The existing tax incentives available for housing loans is also one of the major demand boosters.
These tax incentives, however, based on recommendations of various committees/panels and possibilities of being
modified or withdrawn could never be ruled out.
Political risk: Change in the government may lead to change in the policies of the state. This may lead to delay in
the sanctioning of the projects or adversely effect the growth plans of the Company.
8. Internal control system and their adequacy
Your Company has laid down proper and adequate internal controls systems to ensure effectiveness of operations,
accuracy and promptness of financial reporting and observance based on the guidelines, laws & regulations. Your
Company remains steadfast in ensuring an efficient internal control environment that provides assurance in respect
of the efficiency of operations and security of assets.
The internal audit processes, both at business and corporate levels, continuously check the effectiveness and
adequacy of the internal control environment across the Company. Internal audit functions are done by the in- house
internal auditor and also by external and independent Chartered Accountants firm.
During the year under review, five meetings of the Audit Committee of the Board (which comprises independent and
non executive Directors) were held to review, inter alia, the internal audit reports along with management comments
and the follow up actions taken thereon. Hence implementation of the suggestions / recommendation of internal
auditors are also continuously monitored by the Audit Committee.
9. Financial Performance (1st April, 2006 to 31st March, 2007)
a) Share Capital
As on March 31, 2007, paid up equity share capital of your Company stood at Rs. 28,37,52,750/- (i.e. 5,67,50,550
Equity Shares of Rs. 5/- each, fully paid up). However, consequent upon the issue and allotment of Bonus
Equity Shares on 04.05.2007 in the ratio of 1:1 in terms of the approval of members received on 19.03.2007 by

53
voting through postal ballot, the paid up share capital of the Company increased from Rs. 28,37,52,750/- to Rs.
56,75,05,500/- (i.e. 11,35,01,100 Equity Shares of Rs. 5/- each, fully paid up).
b) Reserve & Surplus
An amount of Rs.7500 lacs has been transferred to General Reserve out of the Net Profit for the year ended
31.03.2007 as compared to the Rs. 3000 lacs in the previous year.
c) Loans
Secured loans stood at Rs. 23361.37 lacs as compared to Rs. 8930.98 lacs in the previous year. This includes
an amount of Rs. 5000 lacs raised by issue of 819659 no. of Zero Coupon Secured Redeemable Optionally
Convertible Debentures (“ROCD”) of Rs 100/- each to HDFC.
Unsecured loans stood at Rs. 720.91 lacs as compared to Rs. 1054.46 lacs in the previous year.
d) Current Assets
i) Inventories : During the year, Inventory level has increased by Rs. 18821.83 lacs i.e. from Rs. 30639.53
lacs to Rs. 49461.36 lacs
ii) Sundry Debtors: There is also an increase in Sundry Debtors of Rs. 7167.21 lacs i.e. from Rs. 6039.98
lacs to Rs. 13207.19 lacs.
iii) Loans & Advances : During the year, the loans and advances also increased by Rs. 60519.86 lacs i.e.
from Rs. 30844.72 lacs to Rs. 91364.58 lacs.
iv) Current Liabilities : Current Liabilities stood at Rs. 63532.75 lacs as compared to Rs. 49500.91 lacs in
the previous year.
e) Net Current Assets
During the year, the net current assets of the Company have increased by Rs. 92492.75 lacs i.e. from Rs.
20486.94 lacs as compared to Rs. 112979.69 lacs
f) Interest
During Financial 2006-07, Company has paid an amount of Rs. 1943.41 as interest as compared to Rs.
1203.68 lacs in the previous year.
g) Staff Expenses
During the year, the staff cost of the Company stood at Rs. 2255.96 lacs as compared to Rs. 952.08 lacs in the
previous year. This includes Employees Stock Option Compensation Expenses of Rs. 45.97 lacs pursuance
to grant of 1,16,700 Options on 26.10.2006 in terms of the approval of the members received on 02.05.2006.
h) Depreciation
During Financial 2006-2007, depreciation increased from Rs. 213.14 lacs to Rs. 310.64 lacs.

10. Human Resources


Your Company believes that its employees are the most valuable assets and keeps focus on its human resource.
Training programmes are conducted, on a regular basis, for the employees at all levels, for improvement of job
skills, growth and quality of their work, empowering and motivating them, and thereby raising their productivity. The
delegation of authorities and responsibilities are also key to the empowerment of the employees. A system of evaluation
of employees, their performance, need for training and consequent rewards by way of increased salaries and
perquisites, and their advancement through promotion/elevation in the hierarchy, is well established.
With the economy in an optimistic mode, as also the enhanced real estate activities of your Company, calling for
increased need for skilled man power for timely and effective delivery, efforts are being made and achieved towards
building teams. This is being done on a continuous basis after analyzing varied sets of skills, knowledge, attitude
and behavior of manpower of the Company. All steps are also being taken for retaining best talents. Increased
benefits and remuneration to the employees are going a long way to your Company remaining competitive in a
highly demanding man power environment. There has been continuous increase in the manpower strength and as
of present there are about 840 employees on the rolls of the Company. They are working in a harmonious and
teamwork atmosphere and employee relations are at all time high.

* Note
Statements in this Report on Management’s Discussion and Analysis describing the Company’s objectives, projections,
estimates and expectations may be termed as forward looking statements within the meaning of applicable laws and
regulations. Actual results may differ substantially or materially from those expressed or implied. Important
developments that could affect your Company’s operations include, apart from any force majeure situation, a
downtrend in the real estate sector, significant changes in political and economic environment in India or tax laws,
litigation, labour relations, interest and other costs.

54
AUDITORS’ REPORT

1. We have audited the attached Balance Sheet of Ansal Properties Infrastructure Limited as at 31st March, 2007, the
annexed Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require
that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of
material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said order to the extent applicable.
4. Subject to our comments in the annexure referred to in paragraph 3 above, we report that:-

a) We have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears
from our examination of the books.
c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet and Profit & Loss account dealt with by this report comply with Accounting
Standards referred to in Section 211 (3C) of the Companies Act, 1956.
e) On the basis of the written representations received from the directors, we report that none of the directors is
disqualified as on 31st March, 2007, from being appointed as a director in terms of clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956
f) the accounts read with Accounting Policies and other notes in our opinion and to the best of our information
and according to the explanations given to us, give the information required by the Companies Act, 1956 in the
manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted
in India:-
i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2007 and;
ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date.
iii) in the case of Cash-Flow Statement, of Cash Flows for the year ended on that date.

For KHANNA & ANNADHANAM


CHARTERED ACCOUNTANTS

Place : New Delhi ( P.S. Pabreja )


Dated: 25th June 2007 Partner
Membership No.10692

55
ANNEXURE TO THE AUDITORS’ REPORT
(REFERRED TO IN PARAGRAPH 3 THEREOF)

1. In respect of its fixed assets :


(a) The Company has maintained proper records showing full particulars including quantitative details and situation of
fixed assets.
(b) As explained to us all the fixed assets have been physically verified by the management in a phased periodical
manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No
material discrepancies were noticed on such physical verification.
(c ) In our opinion, the Company has not disposed of a substantial part of its fixed assets during the year and the going
concern status of the Company is not affected.

2. In respect of its inventories


(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to the size of the Company and the nature of
its business.
(c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies
noticed on physical verification of inventory as compared to the book records.

3.(a) According to the information and explanations given to us, the company has not granted any loans, secured or
unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies
Act,1956. Accordingly, the provisions of clause 4(iii) (b), (c ) and (d) of the above said Order are not applicable to the
Company.
(b) According to the information and explanations given to us, the Company has taken loan and deposit from parties
covered in the register maintained under section 301 of the Companies Act, 1956.
(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and
conditions of such loans taken are not, prima facie, prejudicial to the interest of the Company.
(d) The Company is regular in payment of principal and interest.

4. In our opinion and according to the information and explanations given to us, there is a adequate internal control
system commensurate with the size of the Company and the nature of its business with regard to the purchase of
inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the
books and records of the Company and according to the information and explanation given to us, we have neither
come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal
control procedures.

5.(a) According to information and explanation given to us and the books and records examined during the course of our
audit, we are of the opinion that particulars of contracts or arrangements referred to in Section 301 of the Companies
Act have been entered in the register required to be maintained under the section.
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of
contracts or arrangements entered into the register in pursuance of section 301 of the Companies Act,1956 and
exceeding the value of Rs.5,00,000/- in respect of any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has complied with the
provisions of section 58A,58AA or any other relevant provisions of the Companies Act,1956 and the Companies
(Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the
information and explanations given to us, in this regard, no order under aforesaid sections has been passed by the
Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal
on the Company.

7. In our opinion and according to the information and explanations given to us, the Company has an internal audit
system which is commensurate with its size and nature of its business.

56
8. The Central Government has not prescribed the maintenance of cost records U/s209 (1)(d) of the Companies Act,
1956 for any of the products of the Company.
9(a) According to the information and explanations given to us and the records of the Company examined by us, in our
opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-Tax, Sales
Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues, wherever applicable.
(b) According to the information and explanations given to us and the records of the Company examined by us, the
disputed amounts in respect of income-tax, sales tax, wealth tax, service tax, custom tax and excise duty / cess not
deposited with the appropriate authorities are as follows.

Sr.No. Name of Statute Nature of Dues Amount Assessment Forum where


(Rs.in Lacs) Year pending
(i) Income Tax miscellaneous 4.18 1995-96 Deputy Commissioner
matters of Income Tax
(Appeals)
(ii) Income Tax Disallowance of 59.70 2003-04 Commisioner of
expenses claimed of Income Tax
& miscellaneous (Appeals)
matters
(iii) Income Tax Disallowance of 220.38 2004-05 Commissioner of
expenses claimed Income Tax
& miscellaneous (Appeals)
matters
(iv) Income Tax Disallowance of 200.60 2005-06 Commissioner of
expenses claimed Income Tax
& miscellaneous (Appeals)
matters
(v) Wealth Tax Re-computation 2.15 1992-93 Deputy Commissioner
of deductions as of Wealth Tax
per appeal order.
(vi) Wealth Tax Re-computation 0.26 1993-94 Deputy Commissioner
of deductions as of Wealth Tax
per appeal order.
(vii) Wealth Tax Re-computation 0.22 1994-95 Deputy Commissioner
of deductions as of Wealth Tax
per appeal order.
(viii) Wealth Tax Re-computation 0.36 1995-96 Deputy Commissioner
of deductions as of Wealth Tax
per appeal order.
(ix) Wealth Tax Re-computation 0.65 1997-98 Deputy Commissioner
of deductions as of Wealth Tax
per appeal order.
(x) Wealth Tax Re-computation of 0.96 2000-01 Deputy Commissioner
deduction as per of Wealth Tax
appeal order.
(xi) Haryana Local Local Area 8.72 2003-2004 Excise & Taxation
Development Development Tax Officer cum Assessing
officer

57
10. The Company does not have any accumulated losses. The Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding financial year.
11. According to the records of the Company examined by us and the information and explanations given to us, the
Company has not defaulted in the repayment of dues to financial institutions and banks during the year.
12. According to the information and explanation given to us, the Company has not granted any loans and advances on
the basis of security by way of pledge of shares, debentures and other securities.
13. The provisions of any special statute applicable to chit fund/ nidhi /mutual benefit fund/societies are not applicable
to the company.
14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.
15. The Company has given guarantees for loans taken by other Companies from Banks or Financial Institutions during
the year. In our opinion and based on the information and explanations received, the terms and conditions of the
guarantees are prima facie not prejudicial to the interest of the Company.
16. In our opinion and according to the information and explanations given to us, term loans obtained for financing real
estate projects have been used for the real estate projects on an over all basis.
17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion, and according to the
information and explanations given to us, there are no funds raised on short term basis which have been used for
long term investments.
18. The Company has not made any preferential allotment of shares during the year to parties and companies covered
in the Register maintained under section 301 of the Companies Act,1956.
19. According to the information and explanations given to us during the year the Company has created security in
respect of nominal amount of debentures in terms of the Debenture Trust Deed.
20. We have verified the end use of money raised by the Company on issue of equity shares under Qualified Institutional
Placement Scheme of SEBI and details are as disclosed in Note No.3.
21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or
reported during the year.

For Khanna & Annadhanam


Chartered Accountants

(P. S. Pabreja)
Partner
Membership No.10692
Place: New Delhi
Date : 25th June, 2007

58
BALANCE SHEET AS AT 31ST MARCH, 2007
As at As at
31st March, 2007 31st March, 2006
SCHEDULE Rs. in Lacs Rs. in Lacs
SOURCES OF FUNDS

Shareholders Funds
Share Capital 1 2,837.53 1,749.98
Reserves & Surplus 2 9,0353.07 93,190.60 12,443.54 14,193.52

Loan Funds
Secured Loans 3 19,181.03 8,930.98
Unsecured Loans 4 4,901.25 24,082.28 1,054.46 9,985.44

Total funds employed 117,272.88 24178.96

APPLICATION OF FUNDS
Fixed assets 5
Gross Block 5,013.01 4,085.30
Less: Depreciation 1,986.28 1,580.80
Net Block 3,026.73 2,504.50
Investments 6 1,121.57 902.73
Deferred Tax Asset (Net) 144.89 284.79

Current Assets, Loans & Advances


Inventories 7 49,461.36 30,639.53
Sundry Debtors 8 13,207.19 6,039.98
Cash & Bank Balances 9 22,479.31 2,463.62
Loans & Advances 10 91,364.58 30,844.72
176,512.44 69,987.85
Less : Current Liabilities
& Provisions
Current Liabilities 11 61,465.42 47,516.54
Provisions 12 2,067.33 1,984.37
NET CURRENT ASSETS 63532.75 112,979.69 49,500.91 20,486.94

Total Assets (Net) 1,17,272.88 24,178.96

Accounting Policies & Notes 17

As per report of even date attached For and on behalf of the Board
for KHANNA & ANNADHANAM
Chartered Accountants

SUSHIL ANSAL ANIL KUMAR


Chairman Whole Time Director & CEO
(P. S. PABREJA)
Partner
Membership No.10692
AMITAV GANGULY ANUP KAPOOR
Sr. V.P. (Corporate Affairs) Chief Financial Officer
& Company Secretary
Place : New Delhi
Dated : 25th June, 2007

59
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2007

SCHEDULE 2006-07 2005-06


Rs. in Lacs Rs. in Lacs
INCOME
Sales & Other Income 13 76,614.37 35,515.09
Increase/(Decrease) in Stocks 14 (659.08) 75,955.29 373.42 35,888.51

EXPENDITURE
Cost of Construction 15 46,690.12 24,092.46
Selling & Administrative Expenses 16 9,135.53 4,619.59
Purchase of Traded Goods 12.29 104.04
Depreciation 5 310.64 56,148.58 213.14 29,029.23
Profit before Tax, Prior Period adjustments 19,806.71 6,859.28
and exceptional Items
Less: Prior Period adjustments (Net) 42.77 14.24
19,763.94 6,845.04
Less : Provision for Tax
Current Tax 6,353.81 1,862.92
Deferred Tax 138.28 (100.32)
Fringe Benefit Tax 51.00 28.10
13,220.85 5,054.34
(Add)/Less Income Tax Pertaining to Earlier Years 30.14 (29.83)
Profit for the Year before exceptional Items 13,190.71 5,084.17
Exceptional Items (Net of Tax) - 1,028.64
Profit for the year 13,190.71 4,055.53
Provision for amounts relating to earlier years 698.70 -
Less: Amounts adjusted from General reserve 698.70 - - -
(See Note No. 6 ) 13,190.71 4,055.53
Add: Profit brought forward 2,345.60 1689.15
Balance available for appropriation 15,536.31 5,744.68
Appropriations
Final / Interim Dividend 993.13 350.00
Dividend Tax 156.14 49.08
Transferred to General Reserve 7,500.00 8,649.27 3000.00 3,399.08
Profit carried Forward 6,887.04 2,345.60
Earning Per Share (Rs.)(See Note 19)
-Basic 25.36 7.80
-Diluted 11.93 3.67
Accounting Policies & Notes 17

As per report of even date attached For and on behalf of the Board
for KHANNA & ANNADHANAM
Chartered Accountants

SUSHIL ANSAL ANIL KUMAR


Chairman Whole Time Director & CEO
(P. S. PABREJA)
Partner
Membership No.10692
AMITAV GANGULY ANUP KAPOOR
Place : New Delhi Sr. V.P. (Corporate Affairs) Chief Financial Officer
Dated : 25th June, 2007 & Company Secretary

60
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2007
2006-07 2005-06
A. Cash flow from Operating Activities : (Rs. in lacs) (Rs. in lacs)
Net profit before tax, prior period adjustments & exceptional Items 19,806.71 7,969.56
Adjusted for
Adjustments pertaining to earlier years (42.77) (14.24)
Assets written off/Impairment of Fixed Assets - 17.97
Depreciation 310.64 253.56
Deferred Expenses 0.26 -
Employee stock option expenses 45.97 -
Provision for Doubtful Debts - 84.12
Interest Expenses 1,943.41 1,222.76
Interest Income (1,827.78) (1,216.80)
Amounts Written back (441.57) (248.21)
Amounts written off 370.12 911.46
Loss on Sale of Investments - 0.01
Dividend Income (110.62) (9.17)
Loss on sale of Fixed Assets 0.44 0.92
Profit on sale of Fixed Assets (2.00) (11.32)
Exchange Loss - 246.10 19.80 1,010.86
Operating Profits before Working Capital Changes 20,052.81 8,980.42
Adjusted for
Trade Payables & Others 1,214.81 7,150.23
Inventories (11,708.83) 3,356.30
Trade and Other Receivables (7,439.55) (581.65)
Loans and Advances (53,824.95) (71,758.52) (12,102.10) (2,177.22)
Cash generated from Operations (51,705.71) 6,803.20
Taxes Paid (7,321.55) (1,555.02)
Cash flow from operating activities before exceptional items (59,027.26) 5,248.17
Exceptional Items - (1,550.56)
CASH FLOW FROM OPERATIONS (59,027.26) 3,697.62
B. Cash flow from Investing Activities :
Dividend received 110.62 9.17
Interest received 1,827.78 994.22
Sale of Fixed Assets 7.66 22.54
Purchase of Fixed Assets (659.50) (294.24)
Sale of Investments - 568.51
Purchase of Investments (160.00) (254.00)
NET CASH FROM INVESTING ACTIVITIES 1,126.56 1,046.20
C. Cash Flow from Financing Activities :
Interest & Finance Charges (1,786.59) (1,291.49)
Proceeds from issue of shares (Net) 66,438.42 -
Proceeds from Long Term Borrowings 39,096.72 1,898.62
Repayment of Long Term Borrowings (25,361.96) (4,256.49)
Dividend paid including Dividend Tax (874.75) (99.77)
-
NET CASH USED IN FINANCING ACTIVITIES 77,511.84 (3,749.13)
NET INCREASE IN CASH AND CASH EQUIVALENTS 19,611.14 994.69
CASH AND CASH EQUIVALENTS (at the beginning of the year) 2,868.17 1,873.47
CASH AND CASH EQUIVALENTS (at the clossing of the year) 22,479.31 2,868.17
Note:
1.Previous year figures have been regrouped/rearranged, wherever considered necessary, to make them comparable with current
year’s figures.
2Interest received from Banks on deposits and from Customers for delayed payments is classified as Cash flow from Investing
Activities.

As per report of even date attached For and on behalf of the Board
for KHANNA & ANNADHANAM
Chartered Accountants

SUSHIL ANSAL ANIL KUMAR


Chairman Whole Time Director & CEO
(P. S. PABREJA)
Partner
Membership No.10692
AMITAV GANGULY ANUP KAPOOR
Place : New Delhi Sr. V.P. (Corporate Affairs) Chief Financial Officer
Dated : 25th June, 2007 & Company Secretary

61
SCHEDULE- 1 As at As at
SHARE CAPITAL 31st March, 2007 31st March, 2006
Rs. in Lacs Rs.in Lacs

AUTHORISED (See note below)


16,00,00,000 (Previous Year 5,00,00,000) 8,000.00 5,000.00
Equity Shares of Rs.5/- each
(Previous Year Rs 10/-each)
30,00,000 (Previous year 15,00,000) 3,000.00 1,500.00
Preference Shares of Rs.100/- each
11,000.00 6,500.00
ISSUED, SUBSCRIBED AND PAID UP
5,67,50,550 (Previous Year 1,74,99,825) 2,837.53 1,749.98
Equity Shares of Rs 5 each fully paid up
(Previous Year of Rs 10/-each )

2,837.53 1,749.98

Notes
(1) 1,50,07,125 Equity Shares of Rs. 10/- each issued as Bonus Shares by capitalisation of Share Premium / General Reserves.
(2) During the year 1,74,99,825 Equity Shares of Rs.10/- each fully paid were divided into the 3,49,99,650 Equity Shares of Rs. 5/-
each fully paid .
(3) Authorised Capital of the Company has increased as under :
(a) Equity shares from 5,00,00,000 to 14,00,00,000 of Rs. 5/- each and Preference Shares from 15,00,000 to 30,00,000 in the
Extra Ordinery General Meeting held on 2.5.2006.
(b) Equity shares from 14,00,00,000 to 16,00,00,000 of Rs.5/- each vide Hon’ble High Court order dated 31.8.2006 consequent
to the merger of Ansal Township & Projects Limited with the company. (Refer Note- 2 )
(4) During the year the Company has issued and allotted 67,50,000 Equity Shares under Qualified Institutions Placement Scheme.

SCHEDULE - 2 As at As at
RESERVES & SURPLUS 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
Capital Reserve # 160.50 160.50
Securities Premium Account
As per last Balance Sheet 118.87 702.20
Add: Received during the year 67,837.50 -
Less: Expenses incurred on issue of 1,804.50 -
shares under QIP scheme (Refer Note -3)
Less: Utilised for Issue of Bonus Shares - 66,151.87 583.33 118.87
Revaluation Reserve
As per last Balance Sheet 524.80 552.42
Less: Transferred to Profit & Loss Account 26.24 498.56 27.62 524.80
General Reserve
As Per last Balance Sheet 9,293.77 6293.77
Add : Transfer from Profit & Loss Account 7,500.00 3,000.00
Add : Adjustment on merger of 560.03 -
ATPL with the company[Refer Note 2(c)(ii)]
Less: Transfer to Profit & Loss Account 698.70 -
against provision for amounts 16,655.10 9,293.77
relating to earlier years (Refer Note No. 6)
Profit and Loss Account - Balance 6,887.04 2,345.60
90,353.07 12,443.54
# Represents forfeiture of Warrants.

62
SCHEDULE - 3 As at As at
SECURED LOANS* 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs

0% Redeemable Optionally
Convertible Debentures - Nominal value 819.66 -
( See Note - 9 )
From Banks
-Cash Credits 2,335.12 3,562.80
-Term Loans 6,058.73 -
-Vehicle Loans 228.50 8,622.35 185.00 3,747.80
From Corporate Bodies - Term Loan 9,739.02 5,183.18
19,181.03 8,930.98

* Due within one year (in Lacs) 6,735.99 1,652.56

Securities
1. Nominal value of Debentures is secured by mortgage of flats owned by the Company
2. Loans from Banks are secured by mortgage/hypothecation of immovable/movable assets on parri-passu basis, assignment of
receivables including rent etc and Land & Buildings belonging to subsidiaries / associate Companies . The loans are additionally
secured by the personal guarantee of the two Directors who are shown Promoter directors as per SEBI disclosure.
3. Term Loans from Corporate Bodies are secured by mortgage/hypothecation of immovable/movable assets of the Company and
Land & Building belonging to associate Companies and charge on future rents. The loans are additionally secured by personal
guarantee of the two Directors and pledge of shares of the company owned by promoters/ persons acting in concert with promoters
in respect of loan taken from Housing Development Finance Corporation Ltd.
4. Vehicle loans are secured by hypothecation of vehicles.

SCHEDULE - 4 As at As at
UNSECURED LOANS* 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
0% Redeemable Optionally 4,180.34 -
Convertible Debentures
( See Note - 9 )

FIXED DEPOSITS

From Shareholders 6.03 13.02


From Public 714.88 720.91 1,041.44 1,054.46
4,901.25 1,054.46

* Due within one year( in Lacs) 4,768.96 815.27

63
SCHEDULE - 5
FIXED ASSETS (Rs. in Lacs)

GROSS BLOCK DEPRECIATION NET BLOCK

Sl. Particulars As at Additions Additions Sale/ Total Cost Upto Depreciation For the On Sale/ Total
No. 01.04.2006 on merger of during Adjustment/ as at 31.03.2006 on merger Year Adjustment/ upto As at As at
ATPL the year Transfer 31.03.2007 of ATPL Transfer 31.03.2007 31.03.2007 31.03.2006
01.04.06

1. Land Freehold 0.19 - - - 0.19 - - - - - 0.19 0.19

2. Office & Residential Premises 2,707.52 39.34 - - 2,746.86 665.67 2.13 103.95 - 771.75 1,975.11 2,041.85

3. Plant & Machinery 617.11 88.61 216.92 3.50 919.14 505.91 20.95 70.56 0.28 597.14 322.00 111.20

4. Furniture, Fixtures &


Office Equipments 162.39 44.59 120.63 (6.34) 333.95 105.75 13.52 35.41 (5.86) 160.54 173.41 56.64

5. Air Conditioning Plant


& Air Conditioners 95.48 - 11.28 (1.39) 108.15 60.59 5.50 (1.10) 67.19 40.96 34.89

6. Vehicles 502.61 95.49 310.67 4.05 904.72 242.88 25.71 121.44 0.37 389.66 515.06 259.73

TOTAL 4085.30 268.03 659.50 (0.18) 5,013.01 1580.80 62.31 336.86 (6.31) 1,986.26 3,026.73 2,504.50

PREVIOUS YEAR 3307.30 - 1,668.46 890.46 4.085.30 2157.56 - 240.76 817.52 1,580.80 2,504.50 1,149.74

64
NOTES:
Current Year Previous Year
(Rs. in Lacs) (Rs. in Lacs)
1. Depreciation 336.86 240.76
Less : Transferred from Revaluation Reserve 26.24 27.62
Charged to Profit & Loss Account 310.62 213.14
(Rs. in Lacs)
SCHEDULE - 6
INVESTMENTS
Number of Face value As at Additions Additions Deletions Balance as
Shares of Rs.10/- 01.04.2006 on during the during the at 31.03.2007
unless merger of year year
otherwise ATPL
stated

INVESTMENTS [AT COST] - LONG TERM


(A) SHARES IN COMPANIES
(a) UNQUOTED
TRADE
(i) Nirman Overseas Pvt. Ltd. 1,000 100 1.00 - - - 1.00
(b) QUOTED
OTHER THAN TRADE
(i) Ballarpur Industries Ltd. 100 0.13 - - - 0.13
(ii) ITC Ltd. 341,175 1 552.74 - - - 552.74
(iii) PNB Principal Mutual Fund 1,000,000 - - 100.00 - 100.00
(B) SHARES IN SUBSIDIARY
COMPANIES UNQUOTED

TRADE
(i) Star Estate Management Ltd. 55,000 100 83.88 - - - 83.88
(ii) Delhi Towers Ltd. 5,000 100 19.82 - - - 19.82
(iii) Ansal IT City & Parks Ltd. 15,30,000 153.00 - - - 153.00
(iv) Ansal Township & 50,000 - - 5.00 - 5.00
Infrastructure Ltd.
(v) Ansal Sez Projects Ltd. 50,000 - - 5.00 - 5.00
(C) SHARES IN JOINT VENTURE
COMPANIES
UNQUOTED
TRADE
(i) Ansal Mittal Township Pvt. Ltd. 255,000 0.50 - 25.00 - 25.50
(ii) Ansal Landmark Township 400,000 66.66 33.34 - - 100.00
Pvt Ltd.
(iii) Green Max Estates Pvt. Ltd. 250,000 25.00 - - - 25.00
(iv) Ansal Lotus Melange Project 5,000 - 0.50 - - 0.50
Pvt. Ltd. (Formerly: Melange
Colonizers Pvt. Ltd)
(v) Ansal Seagull Sez 500,000 - - 50.00 - 50.00
Developers Ltd.

902.73 33.84 185.00 - 1,121.57

Current Year Previous Year


Rs. In lacs Rs. In lacs
Cost of quoted shares 652.87 552.87
Market value of quoted shares 612.13 662.18
Cost of Unquoted Shares 468.70 349.86

65
SCHEDULE - 7 As at As at
INVENTORIES 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
(As taken, valued and certified by the Management)
Building materials, Stores & Spare Parts 249.22 169.45
Flats/Shops/Houses/Farms/Traded Goods etc. 3,554.28 2,998.29
Projects/Contracts/ Work in Progress (Schedule 15) 45,657.86 27,471.79
49,461.36 30,639.53

NOTE :- For valuation of Inventories, refer Accounting Policy No -5

SCHEDULE - 8 As at As at
SUNDRY DEBTORS (UNSECURED) 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. In Lacs
OUTSTANDING FOR A PERIOD
EXCEEDING SIX MONTHS

Considered Good * 983.87 2,952.94


Considered Doubtful 698.70 77.88
Less: Provision for Doubtful Debts (698.70) 983.87 (77.88) 2,952.94
(Refer Note 6)

OTHER DEBTS

Considered Good 12,223.32 3,087.04


13,207.19 6,039.98

* Includes amount due from a Subsidiary Company (in lacs) 216.48 284.87

SCHEDULE - 9 As at As at
CASH AND BANK BALANCES 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs

Cash in Hand 1,295.36 147.10


BANK BALANCES:
With Scheduled Banks:
- In Current Accounts 2,597.40 1,202.91
- In Fixed Deposit Accounts * 18,299.13 1,075.08
Add: Interest Accrued 287.42 21,183.95 38.53 2,316.52
22,479.31 2,463.62

* Deposits under Bank lien for issue of Bank Guarantee (Rs. in lacs) 2005.20 956.08

66
SCHEDULE - 10 As at As at
LOANS & ADVANCES 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
Unsecured considered good unless otherwise stated.

Loans
Considered Good
Subsidiary Company 152.01 250.80
Joint Venture Company 1,677.18 2,688.55
Others 2.24 1,831.43 401.61 3,340.96

Advances*
For purchase of land (See Note 5(a))
- Subsidiary Companies 7,889.97 2,009.26
- Land holding Companies 40,822.57 10,974.92
-Collaborators 18,842.36 7,695.79
-Others 8,018.23 75,573.13 996.18 21,676.15

Security Deposit 4,879.77 891.53


Payment to Suppliers/Contractors 6,056.41 1,077.29
Advance Tax paid (Net of provisions) 521.41
- Advances recoverable in Cash or in kind
or for value to be received 2,502.43 3,858.79
Considered Doubtful - 372.12
Less: Provision for Doubtful Advances - - (372.12)

91,364.58 30,844.72
-
Rs.. In Lacs Rs.. in Lacs
* Includes advance for purchase of land to a 26.45 76.06
Private Limited Company in which a Director of the company is a Director.

SCHEDULE - 11 As at As at
CURRENT LIABILITIES 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
Sundry Creditors 1 14,441.89 7,234.25
Advances from Customers against 42,094.75 36,704.85
Flats/Shops/Houses/Plots etc. 2
Security Deposit from Contractors/ 3,306.08 2,375.38
Customers/Suppliers etc.
Other Liabilities 1386.35 1122.53

Interest accrued but not due on


-Loans 179.15 12.65
- Deposits 57.20 66.88
236.35 79.53
61,465.42 47,516.54

There are no amount due and outstanding to be Credited to the Investor Education and Protection fund.

1 Includes dues to Small Scale (Rs. in Lacs) 0.01 2.99


Industrial Undertaking.
2 Represents advances of Long Term Nature adjustable
against sale consideration of plot / flats / houses etc.

67
SCHEDULE - 12 As at As at
PROVISIONS 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
Proposed Dividend including Dividend Tax 663.95 399.08
Stamp duty 902.75 902.75
Gratuity 378.55 252.02
Leave Encashment 102.23 53.26
Superannuation 19.85 19.85
(Discontinued Scheme)
Taxes (Net of advance Tax/Tax deducted at source) - 357.41
2067.33 1,984.37

SCHEDULE -13 2006-07 2005-06


SALES & OTHER INCOME Rs. in Lacs Rs. in Lacs

Sales 71,825.36 31,907.56


Sales- Traded Goods 17.66 159.65
Know how fee 549.82 580.68
Interest Received (Gross)

- Deposits with Banks(TDS Rs.144.63 lacs


in previous year Rs.8.60 lacs) 660.69 44.29
- Delayed payments from Customers 779.17 473.67
(TDS Rs.0.63 lacs previous year 0.89 lacs)
- Loans (TDS Rs.66.04 lacs in previous
year Rs.68.58 lacs) 294.34 305.65
- On Income Tax Refund 91.25 66.75
- Others 2.32 298.73
1,827.78 1,189.09
Rent Received (Gross) 966.71 648.85
(Tax Deducted at Source Rs. 199.74 lacs.
Previous Year Rs. 178.57 lacs)
Administration Charges 719.80 530.38
Forfeitures 6.88 47.57
Other Receipts 147.57 184.73

(Tax Deducted at source Rs. 1.68 lacs


Previous year Rs.1.38 lacs)

Amounts written Back 441.57 248.21


Profit on Sale of Fixed Assets 0.60 11.32
Dividend from Investments 110.62 7.05
76,614.37 35,515.09

68
SCHEDULE - 14
INCREASE / (DECREASE) IN STOCKS
2006-07 2005-06
Rs. in Lacs Rs. in Lacs

Stocks as on 01.04.2006 2,998.30 4,122.57


(Flats/Shops/Houses/Plots/Farm /Traded Goods etc.)

Less: Capitalised during the year - 1,497.70


Add : addition on Merger of ATPL 1,215.06 4213.36 - 2,624.87

Less : Stocks As on 31.03.2007 3554.28 2,998.29


(Flats/Shops/Houses/Plots/Farm /Traded Goods etc.)
(659.08) 373.42

SCHEDULE - 15
COST OF CONSTRUCTION / PROJECTS /
CONTRACTS IN PROGRESS 2006-07 2005-06
Rs.in Lacs Rs.in Lacs
Balance as per last Year 27,471.78 34054.47
Addition on merger of ATPL 5859.09 -
Cost of Land 9571.88 6549.12
Materials Consumed 4949.54 3388.32
Salaries, Wages & Other Amenities to Employees 677.78 312.13
Surrender of Rights 749.49 321.11
Commission & Brokerage 1468.70 871.85
Expenses through Collaborators 2309.05 101.33
Expenses through Contractors 17,425.41 8681.06
External /Infrastructure Development Charges 9282.31 3227.69
Architect Fees 842.33 150.66
Miscellaneous Expenses 2523.20 1125.41
Licence/Scrutiny /Conversion Charges 9692.70 3001.84
Compounding Fee 1.21 13.77
Commercialisation charges 11.52 -
Projects Completion Expenses - 271.26
Interest on Loans/deferred credits 1455.26 94,291.25 238.76 62,308.78

Less:
- Miscellaneous Income/Adjustments 73.36 40.97
- External development Charges relating to 1637.21 5729.18
completed projects recovered from customers
and included in advances adjusted (Refer Note 8)
-Expenditure relating to Sushant Lok III Project - 4974.38
-transferred
- Expenditure related to other projects transfer-
red to Other entities 232.70 -
- Cost of construction charged 46,690.12 48,633.39 24,092.46 34,836.99
to Profit & Loss Account

Balance Carried to Balance Sheet 45,657.86 27,471.79

69
SCHEDULE - 16 2006-07 2005-06
SELLING & ADMINISTRATIVE EXPENSES Rs.in Lacs Rs.in Lacs

Salaries, Wages , Allowances & Commission 1693.38 773.78


Contribution to Gratuity, Provident and other Funds 283.84 115.94
Other benefits to employees 232.78 62.36
Employee Stock Option Compensation Expenses 45.97 -
Rent 205.23 107.05
Lease Rental, Hire & Other charges 23.79 15.96
Rates & Taxes 9.53 0.05
Advertisement & Publicity 830.37 57.12
Discounts & Rebates 200.25 144.57
Interest on
- Public Deposits 89.20 136.01
- Debentures 168.49 -
- Term Loans 1810.94 392.31
- Others 1088.03 904.92
Less : Interest on borrowed funds transferred (1213.25) 1943.41 (229.56) 1203.68
to cost of construction
Repairs and Maintenance
- Machinery 5.48 1.36
- Building 39.74 14.53
- Others 210.76 255.98 78.42 94.31
Directors’ Meeting Fees 13.34 4.78
Traveling & Conveyance 413.27 225.43
Stationery & Printing 194.50 70.05
Postage, Telegrams, & Telephone 111.96 64.40
Legal & Professional Charges 3391.11 124.36
Less : Relating to Share issue Expenses
adjusted against 1804.50 1586.61 - 124.36
securities premium account
Insurance 91.99 73.18
Bank Commission & Other Charges 187.17 166.54
Electricity Expenses 48.87 29.81
Amounts Written Off 820.12 911.33
Less : Provision made in earlier year 450.00 370.12 - 911.33
Provision for Doubtful Debts , Advances & Others - 84.12
House Tax 31.12 33.86
Ground Rent 99.81 128.00
Impaired/Lost Assets written off - 17.97
Miscellaneous Expenses 262.24 91.14
Exchange Loss - 19.80
9,135.53 4,619.59

70
SCHEDULE 17
ACCOUNTING POLICIES AND NOTES

A. SIGNIFICANT ACCOUNTING POLICIES


1. NATURE OF OPERATION
Ansal Properties and Infrastructure Ltd. (“APIL” or the “Company” ), was incorporated in 1967. APIL,s main business is
real estate promotion and development in both residential and commercial segments.
2. Basis of Preparation of Accounts
The Financial Statements have been prepared to comply in all material respects with the mandatory Accounting
Standards issued by the Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the Companies
Act, 1956. The Financial statements have been prepared under the historical cost convention, on the basis of going
concern and on an accrual basis except as stated elsewhere.
3. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting policies requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported accounts of revenues and expenses for the
year presented. Actual result could differ from these estimates.
4. FIXED ASSETS
Fixed Assets are stated at cost less accumulated depreciation. Flats held by Company which have been revalued are
stated at revalued amount.
5. INVENTORIES
Inventories are valued as under:-
i) Building Materials, Stores, Spare parts at cost on FIFO Basis
ii) Shuttering & Scaffolding materials at depreciated cost
iii) Apartments / Houses / Shops/
Flats (unsold)/Traded Goods at lower of cost or market value
iv) Projects / Contracts work in progress at cost
6. DEPRECIATION
Depreciation is provided on pro-rata basis at rates prescribed in Schedule-XIV of the Companies Act, 1956 on written
down value method. Shuttering and Scaffolding material is depreciated at 30% of original cost. Assets costing up-to
Rs.5,000/- are fully depreciated in the year of purchase.
7. INVESTMENTS
Current investments are stated at lower of cost and market value. Long term investments are stated at cost. Decline in
value of long term investments is recognized, if considered other than temporary.
8. REVENUE RECOGNITION
a) The Company follows “Percentage of Completion Method” of accounting for contracts and constructed residential,
Institutional and commercial properties. As per this method, the revenue is recognized in proportion to the actual
cost incurred as against the total estimated cost of the projects under execution subject to actual cost being 30%
or more of the total estimated cost.
b) The revenue on sale of residential, institutional and commercial plots is recognized on a proportionate basis
when 50 % of the progress has been achieved as measured in terms of actual cost incurred to total estimated
cost.
c) Income from know how fee is recognized in terms of the agreement with the recipient of know how.
d) The estimates relating to saleable area, sale value, estimated costs etc., are revised and updated periodically by
the management and necessary adjustments are made in the current year’s accounts.
e) Indirect costs (as detailed in Schedule 16) are treated as “Period Costs” and are charged to the Profit & Loss
Account in the year incurred.
f) Surrender of flats by buyers are valued at cost and accounted for as ‘Cost of Construction’. When sold, proceeds
are treated as ‘Sales’.
g) For recognizing income and working out related cost of construction, major self contained residential township
projects are divided into following broad categories i.e. Constructed
Houses, Institutional, Commercial Flats and Institutional, Commercial, Residential Plots.
h) Whereas all income and expenses are accounted for on accrual basis, interest on delayed payments by customers
against dues is taken into account on acceptance or realization owing to practical difficulties and uncertainties
involved.
i) Repair, maintenance and other costs incurred after the completion of the project are charged to the cost of
construction in the year of incurrence..

71
9. RETIREMENT AND OTHER BENEFITS
a) Contribution to the Provident Fund is charged to the revenue each year.
b) Provisions for Gratuity and leave encashment are made on the basis of actuarial valuation at the year end.
10. FOREIGN CURRENCY TRANSLATION / CONVERSION
Foreign Currency assets and liabilities are restated at the year end rate and the differences are dealt with in the profit
and loss account.
11. BORROWING COSTS
Borrowing costs which have a direct nexus and are directly attributable to the construction projects are charged to the
project and other borrowing costs are expensed as period costs.
12. TAXES ON INCOME
Income tax expenses are accounted for in accordance with AS-22, Accounting for Taxes on Income, as stated below;
a) Provision for current tax is made based on taxable income for the year computed in accordance with provision of
Income Tax Act, 1961.
b) i) Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the
difference between taxable income and accounting income that originate in one period and are capable of
reversal in one or more subsequent years.
ii) Deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty,
except arising from unabsorbed depreciation and carry forward losses where deferred tax assets are
recognized to the extent that there is virtual certainty, that sufficient future taxable income will be available
against which such deferred tax assets can be realised.
13. IMPAIREMENT
At each Balance Sheet date, the management reviews the carrying amounts of its Fixed Assets to determine whether
there is any indication that these assets suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of impairment loss and necessary provisions there
against .Reversal of impairment loss is recognized as income in the Profit & Loss Account.

B. FINANCIAL NOTES
1. Contingent Liabilities.
As at As at
31st March, 2007 31st March, 2006
(Rs. in lacs) (Rs. in lacs)
(i) Claims by customers/ex-employees for interest, 1924 1405
damages etc. (to the extent quantified)
(See foot note i)
(ii) Claims by local authorities etc.
a) House Tax. — 7
b) Ground Rent HUDCO — 1183
c) Ground Rent – others 291 291
d) Other Claims 62 345
(iii) Income/Wealth Tax Demands disputed by the
Company. (See foot note ii (a) & ii(b))
On completion of regular assessment. 667 534
On Completion of block assessment. 1884 1884
iv) Guarantees given by the Company to
Banks / Institutions on behalf of other 14819 5399
Companies

NOTE
(i) In respect of claims at (i) above, the management is of the opinion that in majority of the cases claims will be
successfully resisted or settled out of court on payment of nominal compensation.
(ii) a) In the case of Income / wealth tax demands of Rs.667 lacs disputed by the Company, similar demands have
been set aside by the Appellate Authorities in most of the cases in the past.
b) In respect of block assessment for the year 1.4.1989 to 12.2.2000, cross appeals filed by the Company and
the tax department, Income Tax Appellate Tribunal (ITAT) has given full relief to the Company and rejected
department’s grounds of appeal and tax claim of Rs.4,409 lacs. The department has gone for further reference
to the High Court. The Company, based on an arbitration award, had accounted for income of Rs. 4,200
lacs in the year 2002-03 and paid/provided income tax accordingly. The contingent liability not provided in

72
the accounts in respect of block assessments is estimated at Rs1884 lacs. The Company has been legally
advised that it has a good case to succeed in the High Court.
(iii) Though there is uncertainty as to resolution of various disputes / claims / demands etc., based on management’s
assessment, there will be no material outgo of resources on account of various contingent liabilities.
2. (a) In terms of the Scheme of Amalgamation & Arrangement (The Scheme) approved by order dated 31st August,
2006 by Hon’ble High Court of Delhi, Ansal Township & Projects Limited (ATPL) (whose core business is real
estate development) has been amalgamated with the Company with effect from 1st April, 2006.
(b) The amalgamation has been accounted for under the “Pooling of Interest Method” as prescribed by Accounting
Standard (AS-14) – ‘Accounting for Amalgamations’ issued by the Institute of Chartered Accountants of India.
(c) In accordance with the said Scheme:

i) All the assets other than shares of the Company held by ATPL, debts, liabilities, and obligations of ATPL have
been vested in the Company with effect from 1st April, 2006 and have been recorded at their respective book
values. There were no material difference in the accounting policies of ATPL and the Company.
1,58,47,500 equity shares of Rs.5/- each have been allotted to the shareholders of ATPL in the ratio of one equity
share of Rs.5/- each of the Company for every two equity shares of Rs.2/- each of ATPL. The Company’s paid up
capital has accordingly increased by Rs.750.04 lacs. These equity shares rank pari-passu with the existing equity
shares of the Company.
ii) Excess of Net Asset Value taken over by the Company amounting to Rs.560 lacs over the paid up value of equity
shares to be issued and allotted to ATPL shareholders has been transferred to the General Reserve.
iii) Equity Shares of the Company have been increased from 14,00,00,000 to 16,00,00,000 of Rs. 5/- each .
iv) As per the accounting treatment in the scheme approved by the Hon’ble High Court, the Company is required to
record assets and liabilities of ATPL at fair values. Board of Directors of the Company are of the opinion that fair
value of assets and liabilities of ATPL generally correspond to the book values of these assets and liabilities and
therefore, these have been accounted for at book values in the books of the company, in compliance with the
accounting treatment as per AS-14 referred to in para 2(b).
v) The Financial Statements for the year include figures of ATPL also and are therefore, not strictly comparable with
those of the previous year.

3. During the year the Company has issued and allotted 6,750,000 equity shares of Rs.5/- each at a premium of Rs.1005
per share under Qualified Institutions Placement Scheme (QIP) as per guidelines issued by SEBI in this regard.
Expenditure in connection with the issue of shares under QIP Scheme amounting to Rs.1804.50 lakhs has been
appropriated from the Share Premium Account. The proceeds of shares issued were utilized as under :

Nature of expenses Amounts


(Rs.in lacs)
Acquisition of land 22,396
Construction and development in various projects 10,859
Repayment of borrowings 10,808
Working capital purpose 8,208
QIP issue expenses 1,804
Fixed deposits with banks * 14,000
Investment in Mutual fund * 100
Total 68,175

* These amounts have been utilised subsequent to the close of the year.

4. a) In accordance with the Guidance Note on “Recognition of Revenue by Real Estate Developers” issued by the ICAI
to rationalize revenue recognition from large projects being implemented by the Company, with effect from 1st
April, 2006, the revenue from sale of plots is recognized on proportionate basis when 50% of the progress has
been achieved as against 2/3rd of the progress achieved in earlier years.
b) Upto 31.03.2003 revenue on account of sale of residential, commercial and institutional plots was recognized on
execution of sale deed and thereafter on proportionate basis. To bring in uniformity in accounting, revenue from
unregistered plots sold upto 31.03.2003 has also been recognized during the year on the revised basis as stated
in Note 4(a).

73
c) Due to above change in the basis of accounting, the sales for the year are higher by Rs.18826 lacs and profit after
tax for the year is higher by Rs.6187 lacs.

5 a) Advances include Rs. 75573.13 lacs (previous year Rs. 21676.15 lacs) representing payments to subsidiaries,
certain land holding companies, collaborators and others towards cost of land acquired / to be acquired under
collaboration / other arrangements. The land acquired by landholding companies is registered in the name of
these companies but under possession, control of the company and are being developed and sold by the Company.
Advances against purchase of land are adjustable against sale proceeds of land/ flats / houses etc., developed by
the Company in terms of the collaboration agreements entered into with these Companies.
(b) Advances include:
i) Rs.2400 lacs (previous year Rs 1132 lacs) for purchase of land for which agreements are under execution.
ii) Rs.418.76 lacs (previous year Rs 860 lacs) for purchase of land and other advances which are more than
three year old but considered good by the Management.
6. During the year the Company has made provision of Rs.699 lacs recoverable in respect of Iraqi Project. As the amount
represents adjustment relating to earlier years, the provision against this amount has been shown in the Profit & Loss
Account after determination of current net profit as permitted by AS-5 (Net Profit or Loss for the Period, Prior Period
items and Changes in Accounting Policies). An equal amount has been transferred from the General Reserves to the
Profit & Loss Account.
7. In view of the Hon’ble Supreme Court judgement in the case of DLF Vs. State of Haryana and others, the company has
a right to sell / lease community buildings like schools, clubs, hospitals etc. The Company has recognized the development
costs incurred on these properties during the current year. This has resulted in increase in work in progress and profits
of the year after tax by Rs.1211.05 lacs.
8. On reconciliation of Sushant Lok Project adjustments have been made towards external development charges etc.
amounting to Rs.1637 lacs recovered from the customers and included in advances from customers and cost of
construction / work in progress in the earlier years.
9. During the year the company has Issued and allotted 8,19,659 Zero Coupon secured Redeemable Optionally
Convertible Debenture (ROCD’s), of face value of Rs. 100/- each at a premium of Rs. 510.01 per ROCD aggregating
to Rs. 5000 Lacs. Out of this amount, nominal value of debentures of Rs. 819.66 lacs which is secured by mortgage
of flats belonging to the Company has been treated as secured loan and balance amount of Rs. 4180.34 lacs as
unsecured loans, by way of Preferential Issue to HDFC Venture Trustee Company Limited (‘’ Hi- REF” ) as per the
SEBI (DIP) Guidelines 2000. The ROCD’s are optionally convertible into equity shares at a premium of Rs 605.01
per share or are redeemable between 12 months to 18 months from the date of allotment of debentures i.e., 28
November 2006.
10. During the year, the Company has approved and granted 116,700 stock options to the employees of the Company
and its wholly owned subsidiary and Directors of the Companies, Star Estate Management Limited. in accordance
with the SEBI (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and the
Employees stock Option Scheme ,2006 of the company. The excess of latest available closing price on Bombay
Stock exchange (“BSE”) prior to the date of grant of options over the price at which they were granted, has been
recognized as Employees Compensation Cost to be proportionately charged to the profit & loss account over the
vesting period. The amount expensed during the year is Rs.45.97 lacs
11. In respect of Mohali Project in Punjab, the State Government has withdrawn the Licence for Development of the
Project .Upto 31.03.2007 an expenditure of Rs.9763 lacs (including Rs.5166 lacs on Licence Fee and external
development charge paid to the State Government Authorities) have been incurred and is carried forward in work-in-
progress.
12. Prior Period Income/ Expenses (Rs.in lacs)
Current Year Previous Year
Expenses 43.41 17.44
Income (0.64) (3.20)
Net Adjustments 42.77 14.24

13. a) The information about Small scale Industrial Undertakings to whom amounts are due, has been determined to the
extent information is available with the company and is given below:
(i) Rubyco International (ii) Jagjit Engineering Industries (P) Ltd.
b) The Company has not received intimation from suppliers regarding the status under Micro Small and Medium
Enterprises Development Act, 2006 and hence disclosure if any, relating to the amounts unpaid at the year end
together with interest payable as required under the said Act have not been given

74
14. Construction Contracts.
In accordance with Accounting Standard (AS-7), following disclosure is being made relating to Construction contracts:
Current Year Previous Year
(Rs.in lacs) (Rs.in lacs)
Revenue recognition 1087 877
Aggregate amount of costs incurred upto the reporting date 1004 958
Surplus / (Losses) recognised upto the reporting date 83 (151)
Advances received 1568 113
Amount retained by contractees 423 NIL

15. Payment to auditors (Amount in Rs.)


Current Year Previous Year

Payment to Auditors includes


Audit fee 13,00,000 6,50,000
Tax Audit Fee 1,50,000 1,30,000
Fee for Limited Review/quarterly audit 9,25,980 2,46,300
For Certification/Other Services 7,69,698 3,32,250

16. Deferred Tax Adjustments (Net)


Deferred Tax Debit (Net) of Rs 138.28 lacs arising on account of timing differences as per Accounting Standard-22 for
the current year (previous year deferred tax credit (net) of Rs.100.32 lacs) has been recognized in the accounts.
Calculation of Deferred Tax Asset (Net) as on 31st March, 2007 is as given below:

Particulars Current Year Previous Year


(Rs. in lacs) (Rs. in lacs)
Deferred Tax Asset/Liabilities
Expenses allowable on actual payment under
Section 43 B of the Income Tax Act 175.01 117.55
Provision for doubtful debts - 151.47
Deferred Tax Asset / (Liabilities)
Depreciation (30.12) 15.77
Deferred Tax Assets (Net) 144.89 284.79

17. Leases
(a) Total of future minimum lease payments for non-cancelable leases is Rs. Nil (previous year Rs. 24 lacs). Lease
payments debited to the Profit & Loss Account during the year are Rs. 36 lacs (previous year Rs. 36 lacs). The
Company has also taken houses on lease for its employees. The rent paid during the year and charged to the
Profit & Loss Account for such lease is Rs.12.81 lacs (previous year Rs. 8 lacs).
(b) Total of future minimum hire charges for non-cancelable hire charges on assets on which hire charges are paid is
Rs. 87.98 lacs (previous year Rs.21 lacs). Hire charges debited to the Profit & Loss Account during the year are
Rs. 21.04 lacs (previous year Rs.13 lacs).
18. Segmental Reporting
Having regard to integrated nature of real estate development of the company, the requirement of “Segmental Reporting”
pursuant to Accounting Standards (As- 17) is not applicable.
19. Earning per share
Basic as well as Diluted earning per share calculated in accordance with the provisions of Accounting Standard 20-
”Earnings Per Share” are given hereunder-
Particulars of earnings per share Current Year Previous Year
Net Profit after Tax (Rs. in Lacs) 13190.71 4056.38
Weighted Average Number of Equity shares 52016303 52016303
Diluted Number of Equity Share 110592905 110592905
Nominal value of the share (Rs.) 5.00 10.00
Basic earning Per Share (Rs.) 25.36 7.80 *
Diluted earning Per Share (Rs.) 11.93 3.67 *
* Consequent to split in Share & Issue of further share during the year, earning per share of previous year has been
recalculated to make it comparable with the current year.
*Previous year’s EPS has been calculated on net profit after charging exceptional items .

75
20. Related party Transactions
(A) Name of related parties and description of relationship:
i) Subsidiaries: Ownership
Star Estate Management Ltd 100%
Delhi Towers Ltd 100%
Ansal I .T. City &Park Ltd 66.23%
Ansal Township Infrastructure Ltd 100%
Ansal SEZ Projects Ltd 100%
Ansal Condominium Ltd. 100% Subsidiary of Delhi Towers Ltd.
ii) Interests in Joint Ventures:
The Company’s interest, in venture jointly controlled entities is given below:
Name Country of Percentage of ownership
Incorporation interest as at 31st March, 2007
Ansal Landmark Township Pvt. Ltd. India 49.38%
Green Max Estates Pvt. Ltd. India 50%
Ansal Mittal Township Pvt. Ltd. India 50%
Ansal Seagull SEZ Developers Ltd India 50%
Ansal Lotus Melange Pvt Ltd India 50%
iii ) Associates
The following are the enterprises where common control exists:-
Amba Bhawani Properties Pvt. Ltd.,
Ansal Colonisers & Developers Pvt. Ltd.,
Ansal Housing & Estates Pvt. Ltd.,
Ansal Infrastructure Projects Ltd.,
Ansal Project & Developers Ltd.,
Ansal Theatres & Clubotels Pvt. Ltd.,
Ansal Townships Infrastructure Ltd.,
Apna Ghar Properties Pvt. Ltd.,
Badrinath Properties Pvt. Ltd.,
Bajrang Realtors Pvt. Ltd.,
Chamunda Properties Pvt. Ltd.,
Chandi Properties Pvt. Ltd.,
Chiranjiv Investments Pvt. Ltd.,
Kalka Properties Pvt. Ltd.,
Naurang Investment & Financial Services Pvt. Ltd.,
New Line Properties & Consultants Pvt. Ltd.,
Plaza Software Pvt. Ltd.,
Prime Golf Ranking Pvt. Ltd.,
Prime Maxi Mall Management Pvt. Ltd.,
Sampark Hotels Pvt. Ltd.,
Satrunjaya Darshan Construction Co. Pvt. Ltd.,
Singa Real Estates Ltd.,
Sithir Housing & Constructions Pvt. Ltd.
Delhi Towers & Estates Pvt. Ltd.,
Winsum Software Pvt. Ltd.
iv) Associates in which there is “significant influence “
Ansal Buildwell Ltd,.
Ansal Engineering Projects Ltd.,
Glorious Properties Pvt. Ltd.,
Midair Properties Pvt.Ltd.,
Saya Plantation Pvt. Ltd.,
Sankalp Hotel Private Ltd.,
Ansal Housing & Construction Ltd .
Glorious Hotel Pvt Ltd
Global Consultants & Designers Pvt Ltd
APM Buildcon Pvt Ltd.,
Faber Star Facilities Management Ltd.,
Kamdhenu Agro Ltd.
v) Key Managerial Personnel and their relatives ;
Mr. Sushil Ansal, Mr. Pranav Ansal, Mr. Anil Kumar, Dr (Mrs) Kusum Ansal, Mrs Archana Luthra, Mrs. Alpana
Kirloskar, Mr Deepak Ansal, Mr. Gopal Ansal, Mrs Indra Puri, Mrs Meenakshi Verma, Mrs Sheetal Ansal, Ayush
Ansal, Ms Anuksha Ansal, Mrs Seema Kumar, Maghav Kumar, Nikita, Sanya, Mr Ashwani Kumar, Mr Ashok
Kumar and Mrs Asha Nandwani

76
20. Related Party Disclosure
B) i) The following summary transactions were carried out with the related parties in the ordinary course of business Rs. in Lacs

Current Year
S.N. Particulars Enterprises under Subsidiaries Key Management Relatives of Key Joint ventures/ Total Previous
common control personnel Managment personnel Associates year

1 Remuneration 530.72 530.72 222.33


2 Rent Paid to 30.25 10.87 12.90 54.02 70.57
3 Rent Received from 32.71 32.71 30.26
4 Interest Received 31.28 263.05 294.34 305.65
5 Security Deposit Paid 131.95 3.13 18.68 153.76 396.41
6 Investments made during the year 10 108.84 118.84 220.16
7 Advance paid for Land Purchase 2558.81 6218.98 5657.38 14435.17 3655.66
8 Profit shared under land collaboration 35.72 7.65 0.65 44.01 10.09
9 Amount Outstanding for land 9588.49 9896.31 5960.19 25444.99 8566.30
purchase as on 31.03.2007
10 Loan given during the year 2939.35
11 Loan repaid during the year 35 98.78 1377.36 1511.14 2195.81
12 Advance repaid during the year 1383.11 8740.87 10123.98 6636.53
13 Loan given outstanding 152.01 1677.19 1829.20 3305.34
as on 31.03.2007

77
14 Investments made outstanding 266.70 201.00 467.70 349.86
as on 31.03.2007
15 Debtors Outstanding on 31.03.2007 213.68 -125.31 -1626.04 -10.59 -1548.26 177.01
16 Guarantees & Collaterals given 11555.15 3263.71 14818.86 5398.54
17 Advance Received 366.3 669.96 93.59 41.18 3439.64 4610.67 1571.09
18 Advance refunded 15.43
19 Dividend paid for the year 2006-2007 101.91 121.80 57.71 281.41 53.29
20 Supervision Charges Received 26.72 26.72 24.60
21 Know How Fee Received 489.80 489.80 580.68
22 Royalty Received 67.37 67.37
23 Sale of Flats/Land 168.48 1980.86 14.873 2164.21 184.23
24 Surrender of Rights 35.00 35.00
25 Creditors Outstanding on 31.03.2007 7.47 20.56 28.03 225.92
20. Related Party Disclosure
B)(ii) Details of significant transactions with related parties are given below : Rs. in Lacs

Current Year
S.N. Particulars Name Enterprises under Subsidiaries Key Manage Relatives of Joint ventures/ Total Previous
common control ment personnel Key Manag Associates year
ment personnel

1 Remuneration Sushil Ansal - Chairman 488.36 488.36 170.18


Anil Kumar - Whole Time Director 42.35 42.35 20.93
2 Rent Paid to Mr. Pranav Ansal 10.87 10.87 5.41
Mrs. Alpana Kirloskar 9.29 9.29 5.61
Delhi Towers Ltd. 10.82 10.82 16.19
Star Estates Management Ltd 19.42 19.42 43.36
3 Rent received from Star Estates Management Ltd 32.71 32.71 27.26
4 Interest Received Ansal Landmark Township Pvt Ltd. 263.05 263.05 300.25
5 Security Deposit Mrs. Alpana Kirloskar 15.70 15.70 15.70
Paid Star Estates Management Ltd 70.33 70.33 270.80
Delhi Towers Ltd 61.62 61.62 104.52
6 Investments made Ansal Landmark Township Pvt. Ltd. 33.34 33.34 66.66
during the year Ansal Mittal Township Pvt. Ltd. 25.00 25.00 0.50
Ansal Seagull SEZ Developers Ltd. 50.00 50.00

78
7 Advance paid for Ansal Seagull SEZ Developers Ltd. 4,300.50 4,300.50
Land Purchase Delhi Towers Ltd 2,019.74 2,019.74
Ansal SEZ Projects Pvt. Ltd. 2,523.50 2,523.50
8 Profit shared under Delhi Towers & Estates Pvt. Ltd. 18.07 18.07 1.14
land collaboraton Prime Maxi Mall Management Pvt. Ltd. 8.59 8.59
Delhi Towers Ltd 7.65 7.65 6.64
9 Amount outstanding Delhi Towers Ltd 4,292.82 4,292.82 1,479.78
for land purchase as Star Estates Management Ltd 2,839.91 2,839.91 1,384.25
on 31.03.2007 Ansal Seagull SEZ Developers Ltd. 4,300.50 4,300.50
10 Loan repaid during Ansal Landmark Township Pvt Ltd. 1,011.37 1,011.37
the year Glorious Properties p ltd. 194.82 194.82
11 Advance repaid Ansal Buildwell Ltd. 1,036.28 1,036.28 2,231.91
during the year New Line Properties & Consultant Pvt. Ltd. 1,071.00 1,071.00 216.37
Midair Properties P Ltd. 540.22 540.22

12 Loan given Ansal Landmark Township Pvt Ltd. 1,677.19 1,677.19 2,688.56
outstanding as on
31.03.2007
Rs. in Lacs

Current Year

S.N. Particulars Name Enterprises under Subsidiaries Key Manage Relatives of Joint ventures/ Total Previous
common control ment personnel Key Manag Associates year
ment personnel

13 Investments made Ansal Landmark Township Pvt. Ltd. 100.00 100.00 66.66
outstanding as on Star Estates Management Ltd 83.88 83.88 83.88
31.03.2007 Ansal IT City & Parks Ltd. 152.01 152.01 153.00
Ansal Seagull SEZ Developers Ltd. 50.00 50.00
14 Debtors outstanding Mrs Sheetal Ansal (1,388.03) (1,388.03)
as on 31.3.2007
15 Guarantees & Ansal Landmark Township Pvt. Ltd. 2,300.00 2,300.00 2,500.00
Collaterals given Ansal Condominium ltd. 6,000.00 6,000.00
Ansal Township Infrastructure Ltd. 5,000.00 5,000.00
16 Advance Received Green Max Estates Pvt. Ltd. 2,342.17 2,342.17 1,320.00
Star Estates Management Ltd 669.96 669.96
Ansal Lotus Melange Projects Pvt. Ltd. 1,097.47 1,097.47
17 Dividend paid for Chiranjiv Investment Pvt. Ltd. 30.00 30.00
the year 2006-07 Apna Ghar Properties Pvt. Ltd. 30.00 30.00
Mr. Sushil Ansal 64.67 64.67 21.56

79
Mrs. Kusum Ansal 28.24 28.24 9.82
Mr. Pranav Ansal 57.13 57.13 13.23
18 Supervision Charges Star Estates Management Ltd 26.72 26.72 24.60
Received
19 Know How Fee Ansal Land Mark Township Pvt. Ltd. 489.80 489.80 580.68
Received
20 Royalty Received Ansal Lotus Melange Projects Pvt. Ltd. 67.37 67.37
21 Sale of flats / land Mrs. Sheetal Ansal 1,874.89 1,874.89
22 Surrender of Rights Mr. Gopal Ansal 35.00 35.00
23 Creditors outstanding Ansal Engineering Projects Ltd. 20.56 20.56 20.40
on 31.03.2007 Mrs. Alpana Kirloskar 4.74 4.74 4.67
21. Computation of net profit in accordance with section 198 of the Companies Act, 1956 and the commission payable to
Chairman –Cum-Whole Time Director.
(Rs in Lacs )
Current year Previous year
Profit as per profit and Loss Account 19763.94 6845.04
Les : Exceptional item / Amounts realting to earlier year 698.70 (1550.55)
Add : Commission to chairman and whole time director 392.19 110.00
Director‘s remuneration 138.52 112.33
Director‘s fee 13.34 4.78
Net Profit as per sec 349 of the companies act ,1956 19609.30 5521.60
Commission @ 2 % 392.19 110.00

22. Details of managerial remuneration


(Chairman and Whole time Director)
(Included in schedule No .16)

(Rs in Lacs)
Current year Previous year
Salary & Allowance 109.80 83.55
Perquisites & benefits 19.04 20.88
Contribution to Provident & Other Funds 9.68 7.90
Commission 392.19 110.00
Total 530.71 222.33

Notes:
a) Perquisites include company’s contribution towards provident fund and family pension fund, club fees, medical
reimbursement , leave travel assistance, leave encashment and personal accident insurance and gratuity as per
Company Rules and as may be applicable in each case .
b) Provision for incremental gratuity liability and leave encashment for the current year in respect of directors has not
been considered above, since the provision is based on an actuarial basis for the company as a whole.

23. (a) Consumption of building materials for construction.


Current Year Previous Year
Unit Quantity Rs. in Lacs Quantity Rs. in Lacs
Bricks Nos. 159350 4 26170 1
Cement M.T. 15213 739 18122 565
Iron & Steel M.T. 9022 2362 8025 1952
Electrical Goods* *747 *429
Others* (Sand, Stone, *1098 *442
Grit, Badarpur, Timber,
Boulder, Morum, Oversize
Metal & Other consumable stores)
* Other items being too many, quantitive details are not possible. Rs. in Lacs
(b) Expenditure in Foreign Currency Current Year Previous Year
Travelling Expenses 27.94 9.76
Payment to contractors/cost of lifts 584.80 263.39
Professional Fee 163.90 -
Advertisement 7.21 -
Architect fee 195.01 6.69
membership Fee 1.63 -

80
Rs. in Lacs
Current Year Previous Year
(c) Earnings in foreign currency
Sale of Flats/Plots Farms etc. 587.75 839.18

(d) Iimported and indigenous materials consumed.


Current Year Previous Year
(Rs. in lacs) % (Rs.in lacs) %
Indigenous 4950 100 3389 100
Imported - - - - -
(e) Details of purchases, turnover, opening stock and closing stock of goods traded in:

Particulars Opening Stock Purchases Sales Closing Stock


Qty. Amount Qty. Amount Qty Amount Qty. Amount
(Rs. in (Rs. in (Rs. in (Rs. in
Lacs) Lacs) Lacs) Lacs)
Audio Portable System 3 0.004 - - 3.00 Nil - -
Colour Televisions 3 - - - - - 3 -
Other Electronics Items* - 1.24 - - - 0.14 - 1.07
Shoes & Leather Goods* - 1.71 - 12.30 - 17.60 - -
TOTAL 2.99 12.30 17.74 1.07

* Other items being too many, quantitative details are not possible.
24. Loans & Advances in the nature of Loans (including interest) given to Subsidiaries, Joint venture, Associates and
Others:-
(Rs in lacs)
As at Maximum
31.03.2007 Balance during the year
I. Subsidiaries
Ansal IT City & Parks Ltd. 152.01 250.79
TOTAL 152.01 250.79
II. Joint Venture Companies
Ansal Landmark Township Pvt. Ltd. 1677.19 2688.56
TOTAL 1677.19 2688.56
III. Other Associates
Global Consultants & Designers (P) Ltd. - 90.99
Glorious Properties (P) Ltd. - 194.82
Midair Properties (P) Ltd. - 77.78
Sankalp Hotels Ltd. - 2.36
Saya Plantation & Resorts (P) Ltd. - 0.04
TOTAL - 365.99
TOTAL ( I+II+III) 1829.20 3305.34

25. The Company’s interest in venture jointly controlled entities is given below:
Name Country Percentage of ownership
of Incorporation interest as at 31st March, 2007
Ansal Landmark Township Pvt. Ltd. India 49.38%
Green Max Estates Pvt. Ltd. India 50%
Ansal Mittal Township Pvt. Ltd. India 50%
Ansal Seagull SEZ Developers Ltd India 50%
Ansal Lotus Melange Pvt Ltd India 50%

81
26. The proportionate share of assets & liabilities, income & expenditure of the joint Venture Companies is given below
(Rs. in lacs)
Current Year Previous Year
I ASSETS
Net Fixed Assets 97.30 29.14
Investments 159.78 -
Deferred tax Assets (net) 2.21 -
Current Assets, Loans & advances
(a) Inventories 19792.12 11834.07
(b) Cash and Bank Balances 620.89 400.69
(c) Loans & advances 1798.10 3357.32
(d) Debtors 464.92 0
Miscellaneous Expenditure to the extent 0.49 0.42
not written off
II LIABILITIES
Reserves & surplus 60.72 (37.32)
Secured Loans 9109.47 2248.99
Unsecured Loans 2362.61 1819.44
Current Liabilities and provisions -
(a) Current Liabilities 10920.13 11537.60
(b) Provisions 281.88 0.78
III Income
Sales 7957.34
Other Income 14.39 40.43
IV. Expenditure
Cost of Construction 7160.17 -
Operating & Other expenses 42.15 8.92
Interest & Finance Charges 34.78 81.69
Depreciation 13.27 2.46
Taxes 280.50 0.84
V Contingent liabilities 83.86 79.00

27. Previous year figures have been regrouped/rearranged wherever considered necessary, to make them comparable
with Current Year’s figures.Since current year figures include figures of ATPL merged with effect from 1st April
2006, these are not strictly comparable with those of the previous year.

For and on behalf of the Board

SUSHIL ANSAL ANIL KUMAR


Chairman Whole Time Director & CEO

AMITAV GANGULY ANUP KAPOOR


Sr. V.P. (Corporate Affairs) Chief Financial Officer
& Company Secretary
Place : New Delhi
Dated : 25th June, 2007

82
PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE


Rs. In Lacs
Registration Details State Code 55
Registration No.4759
Balance Sheet date 31.03.2007

Capital raised during the year


Public Issue : Nil
Right Issue : Nil
Bonus Issue : Nil Private Placement : 68175

Position of Mobilisation and Deployment of Funds


Total Liabilities Total Assets
117272.88 117272.88
Sources of Funds
Paid up capital Reserves and Surplus
2837.53 90353.07
Secured Loans Unsecured Loans
19181.03 4901.25
Application of Funds
Net Fixed Assets Investments
3026.73 1121.57
Net Current Assets Misc.Expenditure
112979.69 -

Performance of the Company Total Expenditure


Turnover 56850.43
76614.37
Profit/(Loss) before Tax Profit/(Loss) after Tax
19763.94 13190.71
Earnings per Share (Rs.) Dividend Rate
25.36 Basic 25%
11.93 Diluted
Generic Names of three Principal Products/
Services of Company
Item Code No. (ITC Code) N.A
Product Description Real Estate Development/
Promotion & Investment

For and on behalf of the Board

SUSHIL ANSAL ANIL KUMAR


Chairman Whole Time Director & CEO

AMITAV GANGULY ANUP KAPOOR


Place : New Delhi Sr. V.P. (Corporate Affairs) Chief Financial Officer
Dated : 25th June, 2007 & Company Secretary

83
TO THE BOARD OF DIRECTORS OF THE ANSAL PROPERTIES & INFRASTRUCTURE LIMITED ON THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP

1. We have audited the attached consolidated Balance Sheet of Ansal Properties & Infrastructure limited (APIL), its
subsidiaries and joint ventures as at 31st March 2007, consolidated Profit & Loss Account and the consolidated
Cash Flow Statement for the year ended on that date.
2. These consolidated financial statements are the responsibility of the Company’s management and have been
prepared by the management on the basis of separate financial statements of the Parent Company, its Subsidiaries
and Joint Ventures for the year ended 31st March, 2007. Our responsibility is to express an opinion on the
consolidated financial statements based on our audit.
3. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audit and the reports of other auditors provide a reasonable basis for our opinion. -
4. We did not audit the financial statements of four Subsidiaries - Star Estate Management Ltd., Delhi Towers
Limited, Ansal Township & Infrastructure Limited, Ansal SEZ Projects Limited and two joint venture Companies
Ansal Lotus Melange Projects Limited and Ansal Seagull SEZ Developers Limited, whose financial statements
reflect total assets of Rs.34699.51 lacs as at 31st March 2007 and total revenue of Rs.3670.63 lacs for the year
then ended and net cash flows from operating activities of Rs.(9532.80) lacs. These financial statements have
been audited by other auditors whose reports have been furnished to us, and our opinion, in so far as it relates
to the amounts included in respect of these subsidiaries and Joint Ventures is based solely on the report of the
other auditors.
5. We report that the consolidated financial statements have been prepared by the Company in accordance with
the requirements of Accounting Standard 21- “ Consolidated Financial Statements” and Accounting Standard
27-”Financial Reporting of Interests in Joint Ventures” issued by the Institute of Chartered Accountants of India,
on the basis of the separate financial statements of the Company, its Subsidiary companies and Joint Ventures
included in the Consolidated Financial Statements.
6. To the best of our information and according to the explanations given to us and on consideration of the separate
audit reports on individual audited financial statements of the Company and the aforesaid subsidiaries and Joint
Venture Companies, in our opinion the attached consolidated financial statements read with accounting policies
and notes thereon give a true and fair view in conformity with the accounting principles generally accepted in
India :

(i) in the case of Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March 2007.
(ii) in the case of Consolidated Profit & Loss Account, of the profit of the Group for the year ended on that
date.
(iii) In the case of Consolidated Cash Flow Statement, of consolidated cash flows of the Group, for the year
ended on that date.

For KHANNA & ANNADHANAM


CHARTERED ACCOUNTANTS

Place : New Delhi (P.S. Pabreja )


Dated : 25th June 2007 Partner
Membership No.10692

84
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2007
Schedule As at As at
31st March, 2007 31st March,2006
Rs. in Lacs Rs. in Lacs
SOURCES OF FUNDS
Shareholders Funds
Share Capital 1 2,837.53 1,749.98
Share Application Money - 25.00
Reserves & Surplus 2 91,240.40 94,077.93 13,295.02 15,070.00
Minority Interest 439.69 439.95
Loan Funds
Secured Loans 3 39,864.64 11,933.31
Unsecured Loans 4 7,325.69 47,190.33 2,512.29 14,445.60
Total funds employed 141,707.95 29,955.55

APPLICATION OF FUNDS

Fixed assets 5
Gross Block 7,683.46 8,061.80
Less: Depreciation 2,500.59 2,582.39
Net Block 5,182.87 5,479.41
Investments 6 2,333.45 573.15
Deferred Tax Asset (Net) 144.33 282.61

Current Assets, Loans and Advances

Inventories 7 74,593.16 47,541.04


Sundry Debtors 8 15,641.96 7,660.49
Cash & Bank Balances 9 23,522.17 3,456.32
Loans & Advances 10 103,797.48 33,274.14
217,554.77 91,931.99
Less: Current Liabilities & Provisions

Current Liabilities 11 81,380.09 66,313.66


Provisions 12 2,128.01 1,998.58
83,508.10 68,312.24
NET CURRENT ASSETS 134,046.67 23,619.75

Miscellaneous Expenses 17
(to the extent not written off of adjusted) 0.63 0.63
Total Assets (Net) 141,707.95 29,955.55

ACCOUNTING POLICIES AND NOTES 18

As per report of even date attached For and on behalf of the Board
for KHANNA & ANNADHANAM
Chartered Accountants

SUSHIL ANSAL ANIL KUMAR


Chairman Whole Time Director & CEO
(P. S. PABREJA)
Partner
Membership No.10692
AMITAV GANGULY ANUP KAPOOR
Place : New Delhi Sr. V.P. (Corporate Affairs) Chief Financial Officer
Dated : 25th June, 2007 & Company Secretary

85
CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2007
SCHEDULE 2006-07 2005-06
Rs. in Lacs Rs. in Lacs
INCOME
Sales, Maintenance charges recovered 13 88,155.68 37,702.55
& Other Income
Increase/(Decrease) in Stocks 14 (659.08) 87,496.60 373.42 38,076.97

EXPENDITURE
Cost of Construction 15 53,842.63 24,083.43
Selling , Maintenance 16 12,339.80 6,954.59
& Administrative Expenses
Purchase of Traded Goods 12.29 104.04
Depreciation 5 375.37 66,570.09 302.36 31,444.42

Profit before Tax , Prior Period adjustments 20,926.51 6,631.55


and exceptional Items
Less: Prior Period Adjustments (Net) 64.30 14.24
20,862.21 6,617.31
Less: Provision for Tax
Current Tax 6,803.84 1,947.87
Deferred Tax 136.65 (99.94)
Fringe Benefit Tax 56.40 32.27
13,865.32 4,737.11
(Add)/Less Income Tax Pertaining to Earlier Years 38.10 (29.83)
Profit for the Year before exceptional Items 13,827.22 4,766.94
Exceptional Items (Gross) (Previous year net of tax) 616.43 1,028.64
Profit for the year 13,210.79 3,738.30
Provision for amounts relating to earlier years 698.70 -
Less: Amounts adjusted from General Reserve 698.70 - - -
(See Note No. 6 ) 13,210.79 3,738.30
Add: Adjustments on consolidation (0.82) 21.65
Add: Balance of Profit from Previous Year 1,963.94 1,596.29
Balance available for appropriation 15,173.91 5,356.24
Add: Minority Interest 0.25 6.78
Appropriations
Final/ Interim Dividend Including dividend Tax 993.13 350.00
Dividend Tax 156.14 49.09
Transferred to General Reserve 7,500.00 8,649.28 3,000.00 3,399.08

Balance Carried to Balance Sheet 6,524.88 1,963.94


Earning per share (Rs.) (See Note 18)
-Basic 25.40 7.19
-Diluted 11.95 3.38

Accounting Policies & Notes 18

As per report of even date attached For and on behalf of the Board
for KHANNA & ANNADHANAM
Chartered Accountants

SUSHIL ANSAL ANIL KUMAR


Chairman Whole Time Director & CEO
(P. S. PABREJA)
Partner
Membership No.10692
AMITAV GANGULY ANUP KAPOOR
Place : New Delhi Sr. V.P. (Corporate Affairs) Chief Financial Officer
Dated : 25th June, 2007 & Company Secretary

86
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2007
2006-07 2005-06
Rs. in Lacs Rs. in Lacs
A. Cash flow from Operating Activities :
Net profit before tax, prior period adjustments & exceptional Items 20,926.51 7,741.82
Adjusted for
Adjustments pertaining to earlier years (64.30) (14.24)
Assets written off/Impairment of Fixed Assets - 17.97
Depreciation 381.95 347.93
Deferred Expenses 0.26 2.76
Employee stock option expenses 45.97 -
Provision for Doubtful Debts - 84.12
Interest Expenses 2,048.28 1,389.78
Interest Income (2,333.09) (1,391.70)
Amounts Written back (441.57) (248.21)
Amounts written off 370.12 911.46
Profit on Sale of Investments - (0.89)
Dividend Income (159.26) (13.47)
Loss on Sale of Fixed Assets 710.08 0.92
Profit on sale of Fixed Assets (2.00) (11.32)
Exchange Loss - 556.44 19.80 1,094.92
Operating Profits before Working Capital Changes 21,482.95 8,836.74
Adjusted for
Trade Payables & Other 2,075.63 20,646.50
Inventories (19,939.12) (11,179.63)
Trade and Other Receivables (8,173.67) (970.88)
Loans and Advances (64,231.55) (90,268.71) (14,634.34) (6,138.35)
Cash generated from Operations (68,785.76) 2,698.39
Taxes Paid (7,432.62) (1,650.35)
CASH FLOW BEFORE EXCEPTIONAL ITEMS (76,218.38) 1,048.04
Exceptional Items (616.43) (1,550.56)
Cash flow from operations (76,834.81) (502.52)
B. Cash flow from Investing Activities :
Dividend received 159.26 13.47
Interest received 2,333.09 1,169.11
Adjustments on consolidation 42.44 22.19
Sales of Fixed Assets 177.67 23.84
Purchase of Fixed Assets (784.77) (363.32)
Sales of Investments 2.60 614.16
Purchase of Investments (1,762.90) (63.44)
NET CASH FROM INVESTING ACTIVITIES 167.39 1,416.00
C. Cash Flow from Financing Activities :
Interest & Finance Charges (1,608.56) (1,373.18)
Proceeds from Share capital (Net) 66,438.42 1,195.00
Proceeds from Long Term Borrowings 58,650.07 5,579.07
Repayment of Long Term Borrowings (26,276.45) (4,471.65)
Dividend paid including Dividend Tax (874.75) (99.77)
Interim Dividend including Dividend Tax
NET CASH USED IN FINANCING ACTIVITIES 96,328.73 829.47
NET INCREASE IN CASH AND CASH EQUIVALENTS 19,661.31 1,742.96
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 3,860.86 2,117.91
CASH AND CASH EQUIVALENTS AT THE CLOSING OF YEAR 23,522.17 3,860.86
Note:
1. Previous year figures have been regrouped/rearranged, wherever considered necessary, to make them comparable with current year’s figures.
2 Interest received from Banks on deposits and from Customers for delayed payments is classified as Cash flow from Investing Activities.
3 The Cash flow Statement has been prepared under indirect method as perAccounting standard (AS-3 ) ‘Cash flow Statement’ issued by ICAI.

As per report of even date attached For and on behalf of the Board
for KHANNA & ANNADHANAM
Chartered Accountants
SUSHIL ANSAL ANIL KUMAR
Chairman Whole Time Director & CEO
(P. S. PABREJA)
Partner
Membership No.10692 AMITAV GANGULY ANUP KAPOOR
Sr. V.P. (Corporate Affairs) Chief Financial Officer
Place : New Delhi & Company Secretary
Dated : 25th June, 2007

87
SCHEDULE- 1 As at As at
SHARE CAPITAL 31st March, 2007 31st March, 2006
Rs. in Lacs Rs.in Lacs
AUTHORISED (See note below)
16,00,00,000 (Previous Year 5,00,00,000) 8,000.00 5,000.00
Equity Shares of Rs.5/- each
(Previous Year Rs 10/-each)
30,00,000 (Previous year 15,00,000) 3,000.00 1,500.00
Preference Shares of Rs.100/- each
11,000.00 6,500.00
ISSUED, SUBSCRIBED AND PAID UP
5,67,50,550 (Previous Year 1,74,99,825) 2,837.53 1,749.98
Equity Shares of Rs 5 each fully paid up
(Previous Year of Rs 10/-each )
2,837.53 1,749.98

Notes
(1) 1,50,07,125 Equity Shares of Rs. 10/- each issued as Bonus Shares by capitalisation of Share Premium / General Reserves.
(2) During the year 1,74,99,825 Equity Shares of Rs.10/- each fully paid were divided into the 3,49,99,650 Equity Shares of Rs. 5/-
each fully paid .
(3) Authorised Capital of the Company has increased as under :
(a) Equity shares from 5,00,00,000 to 14,00,00,000 of Rs. 5/- each and Preference Shares from 15,00,000 to 30,00,000 in the
Extra Ordinary General Meeting held on 2.5.2006.
(b) Equity shares from 14,00,00,000 to 16,00,00,000 of Rs.5/- each vide Hon’ble High Court order dated 31.8.2006 consequent to
the merger of Ansal Township & Projects Limited with the company. (Refer Note- 2 )
(4) During the year the Company has issued and allotted 67,50,000 Equity Shares under Qualified Institutions Placement Scheme.

SCHEDULE - 2 As at As at
RESERVES & SURPLUS 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
Capital Reserve # 160.50 160.50
As per last Balance Sheet 18.27 15.83
Add: Addition during the year 16.35 2.44
195.12 - 178.77
Securities Premium Account
As per last Balance Sheet 842.14 702.20
Add Received during the year 67,837.50 723.27
Less: Expenses incurred on issue of
shares under QIP scheme 1,804.50
(Refer Note 3) - 66,875.14 583.33 842.14
Less: Utilised for issue of Bonus Shares
Amalgamation Reserve
As Per last Balance sheet 530.14 530.14
Revaluation Reserve
As Per last Balance sheet 524.80 552.42
Less: Transfer to Profit & Loss Account 26.24 498.56 27.62 524.80
General Reserve
As Per last Balance Sheet 9,255.23 6255.23
Add : Transfer From Profit & Loss Account 7,500.00 3,000.00
Add : Adjustment on merger of 560.03 -
ATPL with the Company (Refer Note 2(c)(ii))
Less: Transfer to Profit & Loss Account 698.70 -
against provision for amounts 16,616.56 9,255.23
relating to earlier years (Refer Note No. 6)
Profit and Loss Account - Balance 6,524.88 1963.94
91,240.40 13,295.02
# Represents forfeiture of Warrants.

88
SCHEDULE - 3 As at As at
SECURED LOANS* 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs

0% Redeemable Optionally
Convertible Debentures- Nominal value 819.66 -
(See Note No. 9)
From Banks
-Cash Credits, 2,335.13 3,562.80
-Term Loans 13,432.48 752.16
-Vehicle Loan 266.75 16,034.36 190.32 4,505.28
From Corporate Bodies - Term Loan 23,010.62 7,428.03
39,864.64 11,933.31

* Due within one year Rs. 15,361.40 Rs..1,953.99

Securities

1. Nominal value of Debentures is secured by mortgage of flats owned by the Parent Company.
2. Loans from Banks are secured by mortgage/hypothecation of immovable/movable assets on parri-passu basis, assignment of
receivables including rent etc and Land & Buildings belonging to subsidiaries / associate Companies . The loans are additionally
secured by the personal guarantee of the two Directors who are shown Promoter directors as per SEBI disclosure.
3. Term Loans from Corporate Bodies are secured by mortgage/hypothecation of immovable/movable assets of the Company and
Land & Building belonging to associate Companies and charge on future rents. The loans are additionally secured by personal
guarantee of the two Directors and pledge of shares of the company owned by promoters/ persons acting in concert with promoters
in respect of loan taken from Housing Development Finance Corporation Ltd.
4. Vehicle loans are secured by hypothecation of vehicles.

SCHEDULE - 4 As at As at
UNSECURED LOANS * 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
0% Redeemable Optionally 4180.34 -
Convertible Debentures
( See Note - 9 )

From Corporate Bodies 1,895.97 1,189.57


Add: Interest accrued and due 30.41 1,926.38 21.37 1,210.94
From Shareholders (of joint venture company)
498.06 246.89

FIXED DEPOSITS

From Shareholders 6.03 13.02


From Public 714.88 720.91 1,041.44 1,054.46

7,325.69 2,512.29

* Due within one year Rs.4768.96 lacs Rs.. 815.27 Lacs

89
SCHEDULE - 5
FIXED ASSETS (Rs. in Lacs)

GROSS BLOCK DEPRECIATION NET BLOCK


Sl. Particulars Cost as at Additions Additions Sale/ Total Cost Upto Depreciation For the On Sale/ Total
No. 01.04.2006 on merger of during Adjustment/ as at 31.03.2006 on merger Year Adjustment/ upto As at As at
ATPL the year Transfer 31.03.2007 of ATPL Transfer 31.03.2007 31.03.2007 31.03.2006
01.04.06

1. Land Freehold 1,479.75 - - 1,479.75 - - - - - 1,479.75 1,479.75


2 Office & Residential Premises 5,042.61 39.34 - 1,439.89 3,642.06 1,600.41 2.13 135.91 560.25 1,178.20 2,463.86 3,442.21
3. Plant & Machinery 689.35 89.29 262.36 3.50 1,037.50 537.30 21.14 86.23 0.28 644.39 393.11 152.06

4. Furniture, Fixtures & Office 216.31 49.10 135.89 (6.34) 407.64 124.80 14.43 44.55 (5.85) 189.63 218.01 91.51
Equipments
5. Air Conditioning Plant 98.21 - 12.96 (1.39) 112.56 60.75 - 5.99 (1.10) 67.84 44.72 37.45
& Air Conditioners
6. Vehicles 535.57 98.89 373.56 4.07 1,003.95 259.13 26.28 135.51 0.39 420.53 583.42 276.44

TOTAL 8,061.80 276.62 784.77 1,439.73 7,683.46 2,582.39 63.98 408.19 553.97 2,500.59 5,182.87 5,479.41
7,219.83 1,737.55 895.58 8,061.80 3,068.61 - 335.13 821.35 2,582.39 5,479.41

90
Note:
Current Year Previous Year
(Rupees) (Rupees)

1 Depreciation for the year 408.19 335.13


Less: Transferred from Revaluation Reserve 26.24 27.62
Less: Charged to work in progress account 6.58 5.15

Charged to Profit & Loss Account 375.37 302.36


(Rs. in Lacs)
SCHEDULE - 6
INVESTMENTS
Number of Face value As at Additions Deletions Balance as
Shares of Rs.10/- 01.04.2006 during the during the at 31.03.2007
each unless year year
otherwise
stated

INVESTMENTS [AT COST] - LONG TERM

(A) SHARES IN COMPANIES

(a) UNQUOTED

TRADE

(i) Nirman Overseas Pvt. Ltd. 1000 100 3.60 - 2.60 1.00
(ii) Swede (India) Teletronics Ltd. 20000 2.00 - - 2.00
(iii) Pentagon Screw & Fastners Ltd. 5000 0.50 - - 0.50
(iv) Televista Electronics Ltd. 775 100 3.12 - - 3.12
(v) Ansal Housing & Estates pvt. Ltd. 100 1,000 1.00 - - 1.00
(vi) Singa Real Estates Ltd. 9500 9.60 - - 9.60
(vii) winsum Overseas Pvt. Ltd - 0.25 - 0.25
(b) QUOTED

OTHER THAN TRADE

(i) Ballarpur Industries Ltd. 100 0.13 - - 0.13

(ii) ITC Ltd. 341,175 1 552.74 - - 552.74


MUTUAL FUNDS-

(i) PNB Principal Mutual Fund - 594.50 - 594.50


(ii) Principal Large Cap Fund
(Dividend Payout) 0.26 - - 0.26
(iii) Kotak Opportunities Fund - 2.68 - 2.68
(iv) Prudential ICICI Floating rate Fund - 26.15 - 26.15
(v) Reliance Equity Opportunities Fund - 28.35 - 28.35
(vi) Reliance Floating Rate Fund - 26.22 - 26.22
(vii) Sundaram Floating Rate Fund - 26.05 - 26.05
(viii) Sundaram India Leadership Fund - 5.81 - 5.81
(ix) Templeton Floating Rate Fund - 44.51 - 44.51
(x) Reliance Floating Rate Fund - 1,008.38 - 1,008.38
(C) IN PARTNERSHIP FIRM - TRADE
Ansal Industrial Financial Corporation. 0.20 - - 0.20

573.15 1,762.90 2.60 2,333.45

Current Year Previous Year


Rs. In lacs Rs. In lacs
Cost of quoted shares 2,315.78 553.13
Market value of quoted shares 2,275.05 662.18
Cost of Unquoted Shares 17.67 20.02

91
SCHEDULE - 7 As at As at
INVENTORIES 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
(As taken, valued and certified by the Management)
Building materials, Stores & Spare Parts 388.58 210.82
Flats/Shops/Houses/Farms/Traded Goods etc. 3,665.86 3,109.88
Projects/Contracts Work in Progress (Schedule 15) 69,785.51 42,438.44
Land for Projects 753.21 1,781.90
74,593.16 47,541.04

NOTE :- For valuation of Inventories, refer Accounting Policy No -5

SCHEDULE - 8 As at As at
SUNDRY DEBTORS (UNSECURED) 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. In Lacs
OUTSTANDING FOR A PERIOD
EXCEEDING SIX MONTHS

Considered Good 2,421.56 4018.92


Considered Doubtful 698.70 77.88
Less: Provision for Doubtful Debts (698.70) 2,421.56 (77.88) 4,018.92
(Refer Note 6)

OTHER DEBTS

Considered Good 13,220.40 3,641.57


15,641.96 7,660.49

SCHEDULE - 9 As at As at
CASH AND BANK BALANCES 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs

Cash in Hand 1,498.75 159.33


BANK BALANCES:
With Scheduled Banks:
- In Current Accounts 3,287.76 2,097.64
- In Fixed Deposit Accounts * 18,442.25 1,160.16
Add: Interest Accrued 293.41 22,023.42 39.19 3,296.99

23,522.17 3,456.32

* Deposits under Bank lien for issue of Bank Guarantee(in Lacs) Rs. 2141.53 Rs.956.08

92
SCHEDULE - 10 As at As at
LOANS & ADVANCES 31st March, 2007 31st March, 2006
Unsecured considered good unless otherwise stated. Rs. in Lacs Rs. in Lacs

Loans
Considered Good 2582.91 5212.48
Advances
For purchase of land (See Note 5(a))*
- Land holding Companies 48,678.67 14,796.54
-Collaborators 19,142.35 7,695.79
-Others 18,991.67 86,812.69 2,585.37 25,077.70

Security Deposits 4,959.53 968.95


Payment to Suppliers/Contractors 6,440.02 1,314.30
Advance Tax paid (Net of provisions) 198.44 -
Advances recoverable in Cash or in 2,803.89 700.71
kind or for value to be received
Considered Doubtful - 372.12
Less: Provision for Doubtful Advances - - (372.12)
103,797.48 33,274.14

Rs.. In Lacs Rs.. in Lacs


* Includes advance for purchase of land to a 26.45 76.06
Private Limited Company in which a Director
of the company is a Director (in lacs).

SCHEDULE - 11 As at As at
CURRENT LIABILITIES 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
Sundry Creditors 1 16,508.17 16,290.18
Advances from Customers against 56,068.10 43,289.87
flats / shops / houses / plots etc.2
Common Assets replacement funds 1,870.59 1,631.81
As per last balance sheet 408.48 367.34
(Less) Assets replaced during
the year (151.28) 2,127.79 128.56 1,870.59
Fire Protection and other funds 127.44 94.53
Security Deposits from Contractors/
Suppliers etc 3,641.14 2,721.11
Advances from employes against
stock options 67.92 -
Other Liabilities 2,243.98 1,882.51
Interest accrued but not due on
-Loans 538.35 97.98
- Deposits 57.20 595.55 66.88 164.86

81,380.09 66,313.66

There are no amount due and outstanding to be Credited to the Investor Education and Protection fund.

1 Includes dues to Small Scale Industrial Undertaking. Rs. 49.23 Lacs Rs. 2.99 Lacs
2 Represents advances of Long Term Nature adjustable
against sale consideration of plot / flats / houses etc.

93
SCHEDULE - 12 As at As at
PROVISIONS 31st March, 2007 31st March, 2006
Rs. in Lacs Rs. in Lacs
Proposed Dividend including Dividend Tax 663.95 399.08
Stamp duty 902.75 902.75
Gratuity 426.81 283.35
Leave Encashment 114.65 65.48
Superannuation 19.85 19.85
(Discontinued Scheme)
Taxes (Net of advance Tax/Tax deducted at source) - 328.07
2,128.01 1,998.58

SCHEDULE -13
SALES & MAINTENANCE CHARGES &
OTHER INCOME As at As at
31st March, 2007 31stMarch, 2006
Rs. in Lacs Rs. in Lacs

Sales 79,782.69 31,907.56


Sales- Traded Goods 17.66 159.65
Know how fee 440.68 389.53
Maintenance Charges recovered 3,093.58 2,219.50
Interest Received (Gross)
- Deposits with Banks 685.39 44.78
- Delayed payments from Customer 1,259.78 624.12
- Loans 294.34 329.13
- On Income Tax Refund 91.25 66.75
- Others 2.33 299.19
2,333.09 1,363.98
Rent Received (Gross) 934.00 621.59
Administration Charges 780.16 557.44
Forfeitures 6.88 47.57
Other Receipts 133.71 163.96

Amounts written Back 441.57 248.21


Profit on sale of fixed assets 0.60 11.32
Profit on Sale of Investment 31.80 0.89
Dividend from Investments 159.26 11.35

88,155.68 37,702.55

94
SCHEDULE - 14
INCREASE / (DECREASE) IN STOCKS As at As at
31st March,2007 31stMarch, 2006
Rs.in Lacs Rs.in Lacs

Stocks As on 01.04.2006 3,109.88 4,122.57


(Flats/Shops/Houses/Plots/Farm /Traded
Goods etc.)
Less: Capitalised during the year - 1,497.70
Add : Adjustments on Merger of ATPL 1,215.07 4324.95 - 2,624.87
Less : Stocks As on 31.03.2007 3,665.87 2,998.30
(Flats/Shops/Houses/Plots/Farm /Traded Goods etc.)
(659.08) 373.42

SCHEDULE - 15
COST OF CONSTRUCTION / PROJECTS / As at As at
31st March, 2007 31st March, 2006
Rs.in Lacs Rs.in Lacs
CONTRACTS IN PROGRESS
Balance As per last Year 42,438.44 34,054.47
Adjustments on consolidation - 1,277.24
of joint ventures
Addition on merger of ATPL 10,997.88 -
Cost of Land 14594.65 19,194.40
Materials Consumed 5,881.99 3,388.32
Salaries, Wages &
Other Amenities to Employees 820.54 339.09
Surrender of Rights 749.49 321.11
Commission & Brokerage 1,763.65 872.13
Expenses through Collaborators 2,309.04 101.33
Expenses through Contractors 18,365.77 8,885.59
External /Infrastructure
Development Charges 9,826.73 3,337.09
Architect Fees 1,143.67 259.14
Miscellaneous Expenses 3,226.56 1,439.13
Licence/Scrutiny /Conversion Charges 10,287.60 3,084.30
Compounding Fee 1.21 13.77
Commercialisation charges 41.11 -
Projects Completion Expenses - 271.26
Interest on Loans/deferred credits 3,121.23 422.89
Depreciation 1.85 125,571.41 5.15 77,266.41

Less:
- Miscellaneous Income/Adjustments 73.36 40.98
- External development charges relating to 1637.21 5,729.18
completed projects recovered from customers
and included in advances adjusted ( Refer Note 8)
-Expenditure relating to Sushant Lok III Project - 4974.38
transferred
- Expenditure related to other projects tansferred 232.70 -
to Other entities
- Cost of construction charged 53,842.63 24,083.43
to Profit & Loss Account
55,785.90 34,827.97

Balance Carried to Balance Sheet 69,785.51 42,438.44

95
SCHEDULE - 16
SELLING MAINTENANCE & ADMINISTRATIVE EXPENSES As at As at
31st March, 2007 31st March, 2006
Rs.in Lacs Rs. in Lacs

Salaries, Wages , Allowances & Commission 1,979.72 998.52


Contribution to Gratuity, Provident and other Funds 333.32 149.64
Other benefits to employees 315.75 96.77
Employee Stock Option Compensation Expenses 45.97 -
Rent 195.11 67.62
Lease Rental, Hire & Other charges 24.23 15.96
Rates & Taxes 9.53 0.05
Advertisement & Publicity 830.37 57.12
Discounts & Rebates 342.05 168.57
Interest on
- Public Deposits 89.20 136.01
- Debentures 168.49 -
- Term Loans 1915.81 559.33
- Others 1088.03 904.92
Less : Interest on borrowed funds transferred (1213.25) 2,048.28 (229.56) 1370.70
to cost of construction
Repairs and Maintenance
- Machinery 160.68 129.86
- Building 448.22 405.28
- Others 967.22 292.03 827.17

1,576.12
Directors’ Meeting Fees 13.34 4.78
Traveling & Conveyance` 428.23 239.47
Stationery & Printing 205.05 82.50
Postage, Telegrams, & Telephone 130.46 79.59
Legal & Professional Charges 3,411.43 136.45 -
Less : Share issue Expenses adjusted against (1804.50) 1,606.93 - 136.45
securities premium account
Insurance 123.57 90.76
Bank Commission & Other Charges 189.81 168.55
Electricity and Water Expenses 677.93 745.04
Amounts Written Off 820.12 911.33
Less : Provision made in earlier year 450.00 370.12 - 911.33
Provision for Doubtful Debts , Advances & Others 5.50 84.12
Security expenses 293.58 269.99
House Tax 31.12 33.86
Ground Rent 99.81 128.00
Miscellaneous Expenses written off - 0.20
impaired/Lost Assets written off - 17.97
Miscellaneous Expenses 370.69 171.72
Exchange Loss - 19.80
Loss on sale of fixed assets 93.21 -
Loss on sale of Investments - 18.34
12,339.80 6,954.59

SCHEDULE 17 As at As at
MISCELLANEOUS EXPENDITURE 31st March, 2007 31st March, 2006
(to the extent not written off /adjusted) Rs. in lacs Rs. in lacs

Preliminary Expenses 0.63 3.39


Add: Expenses during the year 0.72 0.67
Less: Adjustments on consolidation - 3.23
Less: Written off during the year 0.72 0.20
Balance carried to Balance Sheet 0.63 0.63

96
SCHEDULE 18
ACCOUNTING POLICIES AND NOTES(CONSOLIDATED)

A. SIGNIFICANT ACCOUNTING POLICIES


1. Group Companies
Ansal Properties & Infrastructure Limited (The Company) has six subsidiaries, five of them are wholly owned and
five joint venture companies (the Group), as given in the following table :

S. Name of Company Country of Percentage of


No. Incorporation ownership
interest as on
31st March, 2007
Subsidiaries
1 Delhi Towers Limited India 100
2 Start Estates Management Limited India 100
3 Ansal Township Infrastructure Limited India 100
4 Ansal SEZ Projects Limited India 100
5 Ansal IT City and Parks Limited India 66.23
6 Ansal Condominium Ltd. India 100% Subsidiary
of Delhi Towers Ltd.
Joint Ventures
1 Ansal Landmark Townships Private Limited India 49.38
2 Green Max Estates Private Limited India 50
3 Ansal Mittal Township Private Limited India 50
4 Ansal Lotus Melange Projects Limited India 50
5 Ansal Seagull SEZ Developers Limited India 50

2. BASIS OF PREPARATION OF ACCOUNTS


The Financial Statements have been prepared to comply in all material respects with the mandatory Accounting
Standards issued by the Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the
Companies Act, 1956. The Financial Statements have been prepared under the historical cost convention, on the
basis of going concern and on an accrual basis except as stated elsewhere.

3. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting policies requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported accounts of
revenues and expenses for the year presented. Actual result could differ from these estimates.

4. FIXED ASSETS
Fixed Assets are stated at cost less accumulated depreciation. Flats held by Company, which have been revalued,
are stated at revalued amounts.

5 INVENTORIES
Inventories are valued as under:-
i) Building Materials, Stores, Spare Parts at cost on FIFO basis
ii) Shuttering & Scaffolding Materials at depreciated cost
iii) Apartments / Houses / Shops/
Flats (unsold)/Traded Goods at lower of cost or market value
iv) Projects / Contracts Work in Progress at cost

6. DEPRECIATION
Depreciation is provided on pro-rata basis at rates prescribed in Schedule-XIV of the Companies Act, 1956 on
written down value method. Shuttering and Scaffolding material is depreciated at 30% of original cost. Assets
costing up-to Rs.5, 000/- are fully depreciated in the year of purchase.

97
7. INVESTMENTS
Current investments are stated at lower of cost and market value. Long term investments are stated at cost. Decline
in value of long-term investments is recognized, if considered other than temporary.

8. REVENUE RECOGNITION
a) The Group follows “Percentage of Completion Method” of accounting for contracts and constructed residential,
Institutional and commercial properties. As per this method, the revenue is recognized in proportion to the
actual cost incurred as against the total estimated cost of the projects under execution subject to actual cost
being 30% or more of the total estimated cost.
b) The revenue on sale of residential, institutional and commercial plots is recognized on a proportionate basis
when 50 % of the progress has been achieved as measured in terms of actual cost incurred to total estimated
cost.
c) Income from know how fee is recognized in terms of the agreement with the recipient of know how.
d) The estimates relating to saleable area, sale value, estimated costs etc., are revised and updated periodically
by the management and necessary adjustments are made in the current year’s accounts.
e) Indirect costs (as detailed in Schedule 16) are treated as “Period Costs” and are charged to the Profit & Loss
Account in the year incurred.
f) Surrender of flats by buyers are valued at cost and accounted for as ‘Cost of Construction’. When sold,
proceeds are treated as ‘Sales’.
g) For recognizing income and working out related cost of construction, major self-contained residential township
projects are divided into following broad categories i.e. Constructed Houses, Institutional, Commercial Flats
and Institutional, Commercial, Residential Plots.
h) Whereas all income and expenses are accounted for on accrual basis, interest on delayed payments by
customers against dues is taken into account on acceptance or realization owing to practical difficulties and
uncertainties involved.
i) Repair, maintenance and other costs incurred after the completion of the project are charged to the cost of
construction in the year of incurrence.
j) Income from maintenance services is recognized on accrual basis.

9. RETIREMENT AND OTHER BENEFITS


a) Contribution to the Provident Fund is charged to the revenue each year.
b) Provisions for Gratuity and leave encashment are made on the basis of actuarial valuation at the year end.

10. FOREIGN CURRENCY TRANSLATION / CONVERSION


Foreign currency assets and liabilities are restated at the year end rate and the differences are dealt with in the profit
and loss account.
11. BORROWING COSTS
Borrowing costs which have a direct nexus and are directly attributable to the construction projects are charged to
the project and other borrowing costs are expensed as period costs.

12. TAXES ON INCOME


Income tax expenses are accounted for in accordance with AS-22, Accounting for Taxes on Income, as stated below:
a) Provision for current tax is made based on taxable income for the year computed in accordance with provisions
of the Income Tax Act, 1961.
b) (i) Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference
between taxable income and accounting income that originate in one period and are capable of reversal in one
or more subsequent years.
ii) Deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty,
except arising from unabsorbed depreciation and carry forward losses where deferred tax assets are recognized,
to the extent that there is virtual certainty, that sufficient future taxable income will be available against which
such deferred tax assets can be realized.

13. IMPAIRMENT
At each Balance Sheet date, the management reviews the carrying amounts of Fixed Assets to determine whether
there is any indication that these assets suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of impairment loss and necessary provisions there
against. Reversal of impairment loss is recognized as income in the Profit & Loss Account.

98
B. FINANCIAL NOTES
1. Contingent Liabilities. (Rs.in lacs)
Particulars As at As at
31.03.2007 31.03.2006

(i) Claims by customers/ex-employees for interest,


damages etc. (to the extent quantified) (See foot note i) 1924 1405
(ii) Claims by local authorities etc.
a) House Tax. 428.84 379
b) Ground Rent HUDCO — 1183
c) Ground Rent – others 291 291
d) Other Claims 84.59 368
(iii) Income/Wealth Tax Demands disputed by the Company.
(See foot note ii (a) & (b))
On completion of regular assessment. 667 534
On Completion of block assessment. 1,884 1,884
iv) Guarantees given by the Company to Banks / 52,548 38,945
Institutions on behalf of other Companies

NOTE
(i). In respect of claims at (i) above, the management is of the opinion that in majority of the cases claims will be
successfully resisted or settled out of court on payment of nominal compensation.
(ii) a) In the case of Income / wealth tax demands of Rs.667 lacs disputed by the Company, similar demands have been
set aside by the Appellate Authorities in most of the cases in the past.
b) In respect of block assessment for the year 1.4.1989 to 12.2.2000, cross appeals filed by the Company and the tax
department, Income Tax Appellate Tribunal (ITAT) has given full relief to the Company and rejected department’s
grounds of appeal and tax claim of Rs.4,409 lacs. The department has gone for further reference to the High Court.
The Parent Company, based on an arbitration award, had accounted for income of Rs. 4,200 lacs in the year 2002-
03 and paid/provided income tax accordingly. The contingent liability not provided in the accounts in respect of block
assessments is estimated at Rs1884 lacs. The Company has been legally advised that it has a good case to succeed
in the High Court.
(iii) Though there is uncertainty as to resolution of various disputes / claims / demands etc., based on management’s
assessment, there will be no material outgo of resources on account of various contingent liabilities.

2. (a) In terms of the Scheme of Amalgamation & Arrangement (The Scheme) approved by order dated 31st August,
2006 by Hon’ble High Court of Delhi, Ansal Township & Projects Limited (ATPL) (whose core business is real
estate development) has been amalgamated with the Company with effect from 1st April, 2006.
(b) The amalgamation has been accounted for under the “Pooling of Interest Method” as prescribed by Accounting
Standard (AS-14) – ‘Accounting for Amalgamations’ issued by the Institute of Chartered Accountants of India.
(c) In accordance with the said Scheme:
i) All the assets other than shares of the Company held by ATPL, debts, liabilities, and obligations of ATPL
have been vested in the Company with effect from 1st April, 2006 and have been recorded at their respective
book values. There were no material difference in the accounting policies of ATPL and the Company.
1,58,47,500 equity shares of Rs.5/- each have been allotted to the shareholders of ATPL in the ratio of
one equity share of Rs.5/- each of the Company for every two equity shares of Rs.2/- each of ATPL. The
Company’s paid up capital has accordingly increased by Rs.750.04 lacs. These equity shares rank pari-
passu with the existing equity shares of the Company.
ii) Excess of Net Asset Value taken over by the Company amounting to Rs.560 lacs over the paid up value
of equity shares to be issued and allotted to ATPL shareholders has been transferred to the General
Reserve.
iii) Equity Shares of the Company have been increased from 14,00,00,000 to 16,00,00,000 of Rs. 5/- each
.
iv) As per the accounting treatment in the scheme approved by the Hon’ble High Court, the Company is
required to record assets and liabilities of ATPL at fair values. Board of Directors of the Company are of
the opinion that fair value of assets and liabilities of ATPL generally correspond to the book values of
these assets and liabilities and therefore, these have been accounted for at book values in the books of
the company, in compliance with the accounting treatment as per AS-14 referred to in para 2(b).

99
v) The Financial Statements for the year include figures of ATPL also and are therefore, not strictly comparable
with those of the previous year.
3. During the year the Company has issued and allotted 6,750,000 equity shares of Rs.5/- each at a premium of
Rs.1005 per share under Qualified Institutions Placement Scheme (QIP) as per guidelines issued by SEBI in this
regard. Expenditure in connection with the issue of shares under QIP Scheme amounting to Rs.1804.50 lakhs has
been appropriated from the Share Premium Account. The proceeds of shares issued were utilized as under :

Nature of expenses Amounts


(Rs.in lacs)
Acquisition of land 22,396
Construction and development in various projects 10,859
Repayment of borrowings 10,808
Working capital purpose 8,208
QIP issue expenses 1,804
Fixed deposits with banks * 14,000
Investment in Mutual fund * 100
Total 68,175
* These amounts have been utilised subsequent to the close of the year.
4 a) In accordance with the Guidance Note on “Recognition of Revenue by Real Estate Developers” issued by the
ICAI and to rationalize revenue recognition from large projects being implemented by the Company, with
effect from 1st April, 2006, the revenue from sale of plots is recognized on proportionate basis when 50% of the
progress has been achieved as against 2/3rd of the progress achieved in earlier years.
b) Upto 31.03.2003 revenue on account of sale of residential, commercial and institutional plots was recognized
on execution of sale deed and thereafter on proportionate basis. To bring in uniformity in accounting, revenue
from unregistered plots sold upto 31.03.2003 has also been recognized during the year on the revised basis
as stated in Note 4(a).
c) Due to the above changes in the basis of accounting, the sales for the year are higher by Rs.18826 lacs and
profit after tax for the year is higher by Rs.6187 lacs.
5. a) Advances include Rs.86812.69 lacs (previous year Rs.18670.70 lacs) representing payments to subsidiaries,
certain land holding companies, collaborators and others towards cost of land acquired / to be acquired under
collaboration / other arrangements. The land acquired by landholding companies is registered in the name of
these Companies but under possession, control of the Company and are being developed and sold by the
Company. Advances against purchase of land are adjustable against sale proceeds of land/ flats / houses
etc., developed by the Company in terms of the collaboration agreements entered with these Companies.
b) Advances also include:
i) Rs.2400 lacs (previous year Rs.1132 lacs) for purchase of land for which agreements are under execution.
ii) Rs.418.76 lacs (previous year Rs 860 lacs) for purchase of land and other advances which are more
than three year old but considered good by the Management.
iii) Rs.1672 lacs being proportionate share of the Parent Company given to the other parties (including in
the earlier years also). The advances have been made for commercial space in present and future
projects which have not been identified. The Companies to whom these advances have been given have
not taken up any real estate project so far. No interest is being charged on these advances.
6. During the year the Parent Company has made provision of Rs.699 lacs recoverable in respect of Iraqi Project. As
the amount represents adjustment relating to earlier years, the provision against this amount has been shown in the
Profit & Loss Account after determination of current net profit as permitted by AS-5 (Net Profit or Loss for the Period,
Prior Period items and Changes in Accounting Policies). An equal amount has been transferred from the General
Reserve to the Profit & Loss Account.
7. In view of the Hon’ble Supreme Court judgment in the case of DLF Vs. State of Haryana and others, the Parent
Company has a right to sell / lease community buildings like schools, clubs, hospitals etc.,. The Parent Company
has recognized the development costs incurred on these properties during the current year. This has resulted in
increase in work in progress and profits of the year after tax by Rs.1211.05 lacs.
8. On reconciliation of Sushant Lok Project adjustments have been made towards external development charges etc.
amounting to Rs.1637 lacs recovered from the customers and included in advances from customers and cost of
construction / work in progress in the earlier years.

100
9. During the year the parent Company has Issued and allotted 8,19,659 Zero Coupon secured Redeemable Optionally
Convertible Debenture (ROCD’s), of face value of Rs. 100/- each at a premium of Rs. 510.01 per ROCD agreegating
to Rs. 5000 Lacs. Out of this amount, nominal value of debentures of Rs. 819.66 lacs which is secured by mortgage
of flats belonging to the parent Company has been treated as secured loan and balance amount of Rs. 4180.34 lacs
as unsecured loans, by way of Preferential Issue to HDFC Venture Trustee Company Limited (‘’ Hi- REF” ) as per
the SEBI (DIP) Guidelines 2000. The ROCD’s are optionally convertible into equity shares at a premium of Rs
605.01 per share or are redeemable between 12 months to 18 months from the date of allotment of debentures i.e.,
28 November 2006.

10. During the year, the Parent Company has approved and granted 116,700 stock options to the employees of the
Company and its wholly owned subsidiary and Directors of the Companies, Star Estate Management Limited. in
accordance with the SEBI (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,
1999 and the Employees stock Option Scheme ,2006 of the company. The excess of latest available closing price on
Bombay Stock exchange (“BSE”) prior to the date of grant of options over the price at which they were granted, has
been recognized as Employees Compensation Cost to be proportionately charged to the profit & loss account over
the vesting period. The amount expensed during the year is Rs.45.97 lacs

11. In respect of Mohali Project in Punjab, the State Government has withdrawn the Licence for Development of the
Project .Upto 31.03.2007 an expenditure of Rs.9763 lacs (including Rs.5166 lacs on Licence Fee and external
development charge paid to the State Government Authorities) have been incurred and is carried forward in work-in-
progress. The amount included in the consolidated results are Rs. 11017 lacs and Rs. 5441 lacs respectively.

12. During the year SEML, one of the subsidiaries of the Company has sold certain flats owned by it resulting in a loss
of Rs.616.43 lacs. This has been treated as an exception item and shown as such in the profit & loss account.

13. Prior Period Income/ Expenses


(Rs . in lacs )

Current Year Previous Year


Expenses 68.50 17.44
Income (4.20) (3.20)
Net Adjustment 64.30 14.24

14. Construction Contracts.


In accordance with Accounting Standard (AS-7), following disclosure is being made relating to Construction contracts:

Current year Previous year


(Rs . in lacs ) (Rs.in lacs)
Revenue recognition 1087 877
Aggregate amount of cost incurred up to the reporting date 1004 958
Surplus /(Losses ) recognized up to the reporting date 83 (151)
Advance received 1568 113
Amount retained by contractees 423 Nil

15. Payment to Auditors


Amount in Rs.
Current year Previous year
Audit fee 1,991,929 7,35,000
Tax audit fee 160,080 1,57,000
Limited Review/ quarterly audit 925,980 2,46,000
For Certification / Other services 958,318 4,93,000
Out of pocket expenses 10,000 -

16. Deferred Tax Adjustments (Net)


Deferred Tax Debit (Net) of Rs.136.65 lacs arising on account of timing differences as per Accounting Standard-22
for the current year (previous year deferred tax credit (net) of Rs.99.94 lacs) has been recognized in the accounts.
Calculation of Deferred Tax Asset (Net) as on 31st March, 2007 is as given below:

101
(Rs.in lacs)
Particulars Current year Previous year
Deferred Tax Asset/Liabilities
Expenses allowable on actual payment under
Section 43 B of the Income Tax Act 177.71 117.55
Provision for doubtful debts - 151.47
Deferred Tax Asset / (Liabilities)
Depreciation (33.38) 13.59
Deferred Tax Assets (Net) 144.33 282.61
17. Segmental Reporting
Having regard to integrated nature of real estate development business of the Group, the requirement of “Segmental
Reporting” pursuant to Accounting Standards (AS- 17) is not applicable. The group has no other reportable segment.

18. Earning per share


Basic as well as Diluted earnings per share calculated in accordance with the requirements of Accounting Standard
20-”Earnings Per Share” -
Particulars of earnings per share Current Year Previous Year
Net Profit after Tax (Rs. in Lacs) * 13210.79 3738.30
Weighted Average Number of Equity shares 52016303 52016303
Diluted Number of Equity Share 110592904 110592904
Nominal value of share (Rs.) 5 10
Basic earning per share (Rs.) 25.40 7.19#
Diluted earning per share (Rs.) 11.95 3.38#
* - The figures are after exceptional items.
# Consequent to split in Share and issue of further share during the year, earning per share of previous year has
been recalculated to make it comparable with the current year.

19. The effect of acquisition of the subsidiaries during the year on the consolidated financial statements are as under :
(Rs.in lacs)
Name of the subsidiary Effect on Effect on
Group profit Group net assets
Ansal SEZ Project Limited Decreased by Rs.0.50 Increased by Rs.4.49
Ansal Township and Infrastructure Ltd. Increased by Rs.23.42 Increased by Rs.5028.41
20. Related Party Transactions
(A) Names of related parties and description of relationship:
i) Subsidiaries: Ownership
Star Estates Management Ltd 100%
Delhi Towers Ltd * 100%
Ansal I .T. City & Parks Ltd 66.23%
Ansal Townships Infrastructure Ltd 100%
Ansal SEZ Projects Ltd 100%

* - Ansal Condominium is 100% wholly owned subsidiary of Delhi Towers Ltd.


ii) Interests in Joint Ventures:
The Company’s interest in venture, jointly controlled entities is given below:
Name Country of Percentage of
Incorporation ownership interest
as at 31st March, 2007
Ansal Landmark Township Pvt. Ltd.* India 49.38%
Green Max Estates Pvt. Ltd. India 50%
Ansal Mittal Township Pvt. Ltd. India 50%
Ansal Seagull SEZ Developers Ltd India 50%
Ansal Lotus Melange Pvt Ltd India 50%
* - contains nine wholly owned subsidiaries as under :

102
Name Country of Percentage of
Incorporation ownership interest
as at 31st March, 2007
Vridhi Properties Private Limited India 100%
SIA Properties Private Limited India 100%
Arena Constructions Private Limited India 100%
Aerie Properties Private Limited India 100%
Arezzo Developers Private Limited India 100%
Lilac Real Estate Developers Pvt. Ltd. India 100%
Sarvsanjhi Constructions Pvt. Ltd. India 100%
Sphere Properties Private Limited India 100%
Vriti Constructions Private Limited India 100%

iii) Associates
The following are the enterprises where common control exists:-
Amba Bhawani Properties Pvt. Ltd., Ansal Colonisers & Developers Pvt. Ltd.,Ansal Housing & Estates Pvt. Ltd.,
Ansal Infrastructure Projects Ltd., Ansal Project & Developers Ltd., Ansal Theatres & Clubotels Pvt. Ltd., Ansal
Townships Infrastructure Ltd., Apna Ghar Properties Pvt. Ltd., Badrinath Properties Pvt. Ltd., Bajrang Realtors Pvt.
Ltd., Chamunda Properties Pvt. Ltd., Chandi Properties Pvt. Ltd., Chiranjiv Investments Pvt. Ltd., Kalka Properties
Pvt. Ltd., Naurang Investment & Financial Services Pvt. Ltd.,New Line Properties & Consultants Pvt. Ltd., Plaza
Software Pvt. Ltd., Prime Golf Ranking Pvt. Ltd., Prime Maxi Mall Management Pvt. Ltd., Sampark Hotels Pvt. Ltd.,
Satrunjaya Darshan Construction Co. Pvt. Ltd., Singa Real Estates Ltd., Delhi Towers & Estates Pvt. Ltd., Sithir
Housing & Constructions and Winsum Software Pvt. Ltd.

iv) Associates in which there is “significant influence’’


Ansal Buildwell Ltd,.Ansal Engineering Projects Ltd., Glorious Properties Pvt. Ltd., Midair Properties Pvt.Ltd., Saya
Plantation Pvt. Ltd., Sankalp Hotel Private Ltd., Ansal Housing & Construction Ltd .Glorious Hotel Pvt Ltd Global
Consultants & Designers Pvt Ltd APM Buildcon Pvt Ltd., Feber Star facilities Management Ltd., and Kamdhenu
Agro Ltd.

v) Key Managerial Personnel and their relatives ;


Mr. Sushil Ansal, Mr. Pranav Ansal, Mr. Anil Kumar, (Dr) Mrs Kusum Ansal, Mrs Archana Luthra, Mrs. Alpana Kirloskar,
Mr Deepak Ansal, Mr. Gopal Ansal, Mrs.Indra Puri, Mrs Meenakshi verma, Mrs Sheetal Ansal, Ayush Ansal,Ms
Anuksha Ansal, Mrs Seema Kumar, Maghav Kumar, Nikita, Sanya, Mr. Ashwani kumar, Mr.Ashok Kumar and Mrs.Asha
Nandwani.
vi) Enterrpises in which parties having significant influence in joint venture Companies / their relatives
exercisesignificant influence.
Bhatinda Chemicals Ltd, Green valley Constructions Pvt. Ltd., Sarva Priya Constructions Pvt. Ltd., national Synthetics
Ltd., landmark Colonizers Pvt. Ltd., First Capital Pvt. Ltd., Silverlines Holding Pvt. Ltd., Kishan Fats Ltd. and R. K.
Exports.
vii) Joint ventures (of joint venture companies)
OCL India Ltd., Silverglades Investment Pvt. Ltd.,
viii) Parties having significant influence in joit venture companies
Mr. Rajendre Mittal, Mr. Manoj Mittal, M/s. Mridu Hari Dalmia (HUF), Mr. Mridu Hari Dalmia and Mrs. Abha Dalmia
ix) Relatives of parties having significant influence in joint venture companies
Mrs. Swati Mittal, Mrs. Garima Mittal, Mr. Kushal Mittal, Mrs. Sweta Mittal and Mr. Gaurav Dalmia

103
20. (B)(i) The following summary transactions were carried out withthe related parties in ordinery course of business Rs. in Lacs

Current Year

S.N. Particulars Parties having Enterprises under Key Management Relatives of Jointventures/ Total Previous
significant common control personnel Key Managment Associates year
influence personnel
1 Remuneration 0.00 0.00 530.72 0.00 0.00 530.72 222.33
2 Rent Paid to 1.28 0.00 10.87 12.90 0.00 25.05 70.57
3 Rent Received from 0.00 0.00 0.00 0.00 0.00 0.00 30.26
4 Interest paid 255.88 0.00 0.00 0.00 350.14 606.02 49.04
5 Interest Received 11.35 0.00 0.00 0.00 263.05 274.41 305.65
6 Amount Written off 0.00 0.00 0.00 0.00 0.00 0.00 417.34
7 Security Deposit Paid 0.00 0.00 3.13 18.68 0.00 21.81 396.41
8 Investments made during the year 0.00 0.00 0.00 0.00 108.84 108.84 220.16
9 Advance paid for Land Purchase 753.99 2564.48 0.00 0.00 5657.38 8975.85 3655.66
10 Advance received for land purchased 2033.49 0.00 0.00 0.00 1022.17 3055.66 0.00
11 Profit shared under land collaboration 0.00 35.75 0.00 0.00 0.65 36.40 10.04
12 Amount Outstanding for land 2850.60 9605.94 0.00 0.00 12457.62 24914.16 8751.90
purchase as on 31.03.2007
13 Loan given during the year 208.81 0.00 0.00 0.00 1696.00 1904.81 2939.35

104
14 Loan repaid during the year 2545.83 35.00 0.00 0.00 1377.36 3958.19 2195.81
15 unsecured loan received 3023.50 0.00 0.00 0.00 0.00 3023.50 0.00
16 Advance repaid during the year 891.97 1377.00 0.00 0.00 1681.10 3950.07 6636.53
17 Loan given outstanding as on 31.03.2007 233.81 0.00 0.00 0.00 3226.81 3460.62 3305.34
18 Investments made outstanding as on 31.03.2007 0.00 0.00 0.00 0.00 201.00 201.00 349.86
19 Debtors Outstanding on 31.03.2007 398.02 0.00 -125.31 -1626.04 -10.59 -1363.91 177.01
20 Guarantees & Collaterals given 0.00 0.00 0.00 0.00 3263.71 3263.71 5398.54
21 Advance Received 0.00 366.30 93.59 41.18 5603.88 6104.95 1571.09
22 Advance refunded 0.00 0.00 15.43
23 Dividend paid for the year 2006-2007 0.00 101.91 121.80 57.71 0.00 281.41 -1071.71
24 Supervision Charges Received 0.00 0.00 0.00 0.00 0.00 0.00 24.60
25 Know How Fee Received 0.00 0.00 0.00 0.00 489.80 489.80 580.68
26 Royalty Received 0.00 0.00 0.00 0.00 67.37 67.37 0.00
27 Sale of Flats/Land 0.00 0.00 168.48 1980.86 14.87 2164.21 184.23
28 Surrender of Rights 0.00 0.00 0.00 35.00 0.00 35.00 0.00
29 Creditors Outstanding on 31.03.2007 0.00 0.00 0.00 7.47 20.56 28.03 225.92
20. (B) (ii) The following significant transactions were carried out withthe related parties in ordinery course of business
Rs. in Lacs
Current Year
S.N. Particulars Name Parties having Enterprises under Key Manage Relatives of Joint Total Previous
significant common control ment personnel Key Manag ventures/ year
influence ment personnel Associates
1 Remuneration Mr. Sushil Ansal 488.36 488.36 170.18
Mr. Anil Kumar 42.35 42.35 20.93
2 Rent Paid to Mr. Pranav Ansal 10.87 10.87 5.41
Mrs. Alpana Kirloskar 9.29 9.29 5.61
Mr. Ayush Ansal 3.61 3.61
3 Interest paid OCL India Limited 204.34 204.34 34.01
Landmark Colonizer Pvt ltd 348.17 348.17
4 Interest Received Ansal Land Mark Township Pvt Ltd. 263.05 263.05 300.25
5 Security Deposit Paid Mr Pranav Ansal 3.13 3.13 3.13
Mrs. Alpana Kirloskar 15.70 15.70 15.70
Mr Deepak Ansal 2.26 2.26 2.26
6 Investments made Ansal Landmark Township Pvt. Ltd. 33.34 33.34 66.66
during the year Ansal Mittal Township Pvt. Ltd. 25.00 25.00 0.50
Ansal Seagull SEZ Developers Ltd. 50.00 50.00
7 Advance paid for Ansal Mittal Township Pvt. Ltd. 871.19 871.19 725.50
Land Purchase Ansal Seagull SEZ Developers Ltd. 4300.50 4300.50
8 Advance received for R K Export 489.15 489.15
and purchased Green Max Estate Pvt Ltd 1022.17 1022.17
Silver Glade Investment (P) Ltd 924.52 924.52

105
9 Profit shared under Delhi Towers & Estates Pvt. Ltd. 18.07 18.07 1.14
land collaboration Prime Maxi Mall Management Pvt. Ltd. 8.59 8.59
10 Amount Outstanding Ansal Seagull SEZ Developers Ltd. 4300.50 4300.50
for land purchase as Brahmputra Buildcon Pvt Ltd 3244.52 3244.52
on 31.03.2007 OCL India Limited 2444.74 2444.74
11 Loan given during Ansal Colonizer &developer Ltd 208.81 208.81
the year Ansal Land Mark Township Pvt. Ltd. 1696.00 1696.00 2688.56
12 Loan repaid during Landmark Colonizer Pvt Ltd 1745.83 1745.83
the year
13 Unsecured loan OCL India Limited 2300.00 2300.00
received
14 Advance repaid Ansal Buildwell Ltd. 1036.28 1036.28 2231.91
during the year New Line Properties & Consultant Pvt. Ltd. 1071.00 1071.00 216.37
Midair Properties P Ltd. 539.97 539.97
OCL India Limited 394.00 394.00
15 Loan given Ansal Landmark Township Pvt Ltd. 1677.19 1677.19 2688.56
outstanding as Land Mark Colonizer Pvt Ltd 759.33 759.33
on 31.03.2007 Astir Properties Pvt ltd 790.29 790.29
16 Investments made Ansal Land Mark Township Pvt. Ltd. 100.00 100.00 66.66
outstanding as on Green Max Estates Pvt. Ltd. 25.00 25.00 25.00
31.03.2007 Ansal Mittal Township Pvt. Ltd. 25.50 25.50 0.50
Ansal Seagull SEZ Developers Ltd. 50.00 50.00
Current Year
S.N. Particulars Name Parties having Enterprises under Key Management Relatives of Jointventures/ Total Previous
significant common control personnel Key Managment Associates year
influence personnel
16 Investments made Ansal Landmark Township Pvt. Ltd. 100.00 100.00 66.66
outstanding as on Green Max Estates Pvt. Ltd. 25.00 25.00 25.00
31.03.2007 Ansal Mittal Township Pvt. Ltd. 25.50 25.50 0.50
Ansal Seagull SEZ Developers Ltd. 50.00 50.00
17 Debtors Outstanding Mrs Sheetal Ansal -1388.03 -1388.03
on 31.03.2007 Ansal Housing and Estate Pvt Ltd 198.02 198.02
Sampark Hotels Pvt. Ltd. 200.00 200.00
18 Guarantees & Ansal Landmark Township Pvt. Ltd. 2300.00 2300.00 2500.00
Collaterals given Ansal Mittal Township Pvt. Ltd. 796.00 796.00
19 Advance Received Green Max Estates Pvt. Ltd. 2342.17 2342.17 1320.00
Ansal Lotus Melange Projects Pvt. Ltd. 1097.47 1097.47
Land Mark Colonizer Pvt Ltd 2164.24 2164.24
20 Advance refunded Mr. Pranav Ansal 0.00 0.00 15.43
21 Dividend paid for the Chiranjiv Investments Pvt. Ltd. 30.00 30.00
year 2006-2007 Apna Ghar Properties Pvt. Ltd. 30.00 30.00
Mr. Sushil Ansal 64.67 64.67 21.56
Mrs. Kusum Ansal 28.24 28.24 9.82
Mr. Pranav Ansal 57.13 57.13 13.23
22 Supervision Charges Star Estates Management Ltd 0.00 24.60
Received

106
23 Know How Fee Ansal Landmark Township Pvt. Ltd. 489.80 489.80 580.68
Received
24 Royalty Received Ansal Lotus Melange Projects P Ltd. 67.37 67.37
25 Sale of Flats/Land Mrs. Sheetal Ansal 1874.89 1874.89
26 Surrender of Rights Mr. Gopal Ansal 35.00 35.00
27 Creditors Outstanding Ansal Engineering Projects Ltd. 20.56 20.56 20.40
on 31.03.2007
21. The proportionate share of assets & liabilities, income & expenditure of the Joint Venture Companies included in the
consolidated financial statements are given below :
(Rs. In Lacs)
Current Year Previous Year
I ASSETS
Fixed Assets (Net) 97.30 29.14
Investments 159.78 -
Deferred Tax Asset (Net) 2.21 -
Current Assets, Loans & Advances
(a) Inventories 19792.12 11834.07
(b) Cash and Bank Balances 620.89 400.69
(c) Loans & advances 1798.10 3357.32
(d) Debtors 464.92 -
Miscellaneous Expenditure to the extent not written off 0.49 0.42
II LIABILITIES
Reserves & surplus 60.72 (37.32)
Secured Loans 9109.47 2248.99
Unsecured Loans 2362.61 1819.44
Current Liabilities and provisions
(a) Current Liabilities 10920.13 11537.60
(b) Provisions 281.88 0.78
III INCOME
Sales 7957.34 -
Other Income 14.39 40.43
IV EXPENDITURE
Cost of construction 7160.17 -
Operating & Other expenses 42.15 8.92
Interest & Finance Charges 34.78 81.69
Depreciation 13.27 2.46
Taxes 280.50 0.84
V Contingent liabilities 83.86 79.00

22. Previous year figures have been regrouped/rearranged wherever considered necessary, to make them comparable
with Current Year’s figures. Since current year figures include figures of ATPL merged with effect from 1 April 2006,
these are not strictly comparable with those of the previous year.

For and on behalf of the Board

SUSHIL ANSAL ANIL KUMAR


Chairman Whole Time Director & CEO

AMITAV GANGULY ANUP KAPOOR


Sr. V.P. (Corporate Affairs) Chief Financial Officer
Place : New Delhi & Company Secretary
Dated : 25th June, 2007

107
PARTICULARS OF SUBSIDIARY COMPANIES OF ANSAL PROPERTIES & INFRASTRUCTURE LTD.
(Disclosure of information under terms & conditions of approval under Section 212(8) of the Companies Act, 1956 vide Letter No. 47/295/
2007-CL-III dt. 04.07.2007 of Government of India, Ministry of Company Affairs, Shastri Bhawan, 5th Floor, “A” Wing, Dr. R. P. Road New,
Delhi-110001).
SUBSIDIARY COMPANIES
A) STAR ESTATES MANAGEMENT LTD.
A wholly owned subsidiary Company of Ansal Properties & Infrastructure Ltd.
Rs. in lacs
31.03.07 31.03.06
SL.NO. PARTICULARS AMOUNT AMOUNT
1 Capital 55.00 55.00
2 Reserves (342.87) 43.23
3 Tota l Assets 289.09 853.74
4 Total Liabilities 289.09 853.74
5 Investments (excluding investments - -
in subsidiary companies)
6 Turnover 3,550.32 2573.16
7 Profit before taxation 372.56 184.43
8 Provision for taxation 142.23 79.97
9 Profit after tax 230.33 104.46
10 Exceptional Items (616.43) -
11 Profit/(Loss) for the Year (386.10) 104.46
12 Proposed Dividend Nil Nil

B) DELHI TOWERS LTD. (CONSOLIDATED WITH ANSAL CONDOMINIUM LTD.)


A wholly owned subsidiary Company of Ansal Properties & Infrastructure Ltd.
Rs. in lacs
31.03.07 31.03.06
SL.NO. PARTICULARS AMOUNT AMOUNT
1 Capital 5.00 5.00
2 Reserves 485.95 538.08
3 Total Assets 6,526.36 569.46
4 Total Liabilities 6,526.36 569.46
5 Investments(excluding investments in 1025.31 19.27
subsidiary companies)
6 Turnover 88.21 38.84
7 Profit before taxation 15.86 0.50
8 Provision for taxation (36.26) 8.50
9 Profit after tax (52.12) (8.00)
10 Proposed Dividend Nil Nil

Note: Previous year figures are stand alone of Delhi Towers Limited as Ansal Condominium Ltd is incorporated on
6.11.2006

108
c) ANSAL IT CITY & PARKS LTD.
A subsidiary Company of Ansal Properties & Infrastructure Ltd.
Rs. in lacs
31.03.07 31.03.06
SL.NO. PARTICULARS AMOUNT AMOUNT
1 Capital 231.00 231.00
2 Reserves 1,071.10 1,092.00
3 Total Assets 1,537.65 3,607.33
4 Total Liabilities 1,537.65 3,607.33
5 Investments(excluding investments in - -
subsidiary companies)
6 Turnover 0.50 0.92
7 Profit before taxation (0.27) (20.08)
8 Provision for taxation (0.47) -
9 Profit after tax (0.74) (20.08)
10 Proposed Dividend Nil Nil

D) ANSAL SEZ PROJECTS LTD.


A wholly owned subsidiary Company of Ansal Properties & Infrastructure Ltd.
Rs. in lacs
31.03.07 31.03.06

SL.NO. PARTICULARS AMOUNT AMOUNT


1 Capital 5.00 Not Applicable
2 Reserves (0.50) ,,
3 Total Assets 5.00 ,,
4 Total Liabilities 5.00 ,,
5 Investments(excluding investments in - ,,
subsidiary companies)
6 Turnover - ,,
7 Profit before taxation (0.50) ,,
8 Provision for taxation - ,,
9 Profit after tax (0.50) ,,
10 Proposed Dividend Nil ,,

Not Applicable : Ansal SEZ Projects Ltd was incorporated as Private Limited Company on 31.01.07

109
E) ANSAL TOWNSHIPS & INFRASTRUCTURE LTD.
A wholly owned subsidiary Company of Ansal Properties & Infrastructure Ltd.
Rs. in lacs
31.03.07 31.03.06

SL.NO. PARTICULARS AMOUNT AMOUNT


1 Capital 5.00 Not Applicable
2 Reserves 23.41 ,,
3 Total Assets 5,028.41 ,,
4 Total Liabilities 5,028.41 ,,
5 Investments(excluding investments in 494.50 ,,
subsidiary companies)
6 Turnover 31.79 ,,
7 Profit before taxation 25.71 ,,
8 Provision for taxation 2.30 ,,
9 Profit after tax 23.41 ,,
10 Proposed Dividend Nil ,,

Not Applicable : Ansal Township & infrastructure Ltd. was incorporated as a Private Limited Company on the
24.01.2007.

Note : Previous year figures have been regrouped/rearranged, wherever considered necessary, to make them
comparable with current years figures.

For and on behalf of the Board

SUSHIL ANSAL ANIL KUMAR


Chairman Whole Time Director & CEO

AMITAV GANGULY ANUP KAPOOR


Sr. V.P. (Corporate Affairs) Chief Financial Officer
Place : New Delhi & Company Secretary
Dated : 25th June, 2007

110
OFFICES
Ansal Properties & Infrastructure Ltd.
Ansal Institute of Technology, Chiranjiv Charitable Trust, Star Estates Management Ltd.
HEAD OFFICE
115, Ansal Bhawan, 16, Kasturba Gandhi Marg, New Delhi - 110001
Tel.: 011-23353550, 66302269-77
REGIONAL OFFICES
Delhi & NCR: Faridabad, Gurgaon, Delhi
Haryana: Karnal, Kurukshetra, Panipat, Sonepat
Punjab: Amritsar, Bhatinda, Jalandhar, Ludhiana, Mohali
Rajasthan: Ajmer, Bhilwara, Jaipur, Jodhpur
Uttar Pradesh: Agra, Lucknow, Meerut, Greater Noida, Ghaziabad
REPRESENTATIVE
DUBAI
Ankur Seth
City Light Real Estate Broker, Hamrain Center, Gate No. 7, Third Floor, Deira, Dubai, UAE
Mob: 050-6399922, Off.: 2661010, Fax: 04-2660166
UK
Salil Kumar
C/o London Residentials, 231 Barking Road, London E6 1LB
Mob: +44 (0) 7725 500554, Off.: +44 (0) 20 8470 5454, Fax: +44 (0) 20 8470 0922
USA
Savita Leekha - Larry Levine
Century 21 Universal Real Estate, 7300 N Western Ave, Chicago IL 60645
Savita Leekha (Mob): (847) 477-7106, E-mail: savita.leekha@yahoo.com
Larry Levine (Mob): (847) 894-1300, E-mail: lar.levine@yahoo.com
Fax: (773) 433-2111
WEBSITE
www.ansalapi.com

111