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Ansal Properties & Infrastructure Ltd.

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Ansal Properties & Infrastructure Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Your Company believes that, Corporate Governance is a system of rules, guidelines, practices and processes which not only enables the Company to operate in a manner that meets ethical, legal and business expectations, but also helps to maximise stakeholders' value on a sustainable basis. It is always the endeavour that the Company should go beyond adherence to regulatory framework, adopt and adhere to the best Corporate Governance practices.

To enable attainment of the avowed objectives of quality corporate governance, your Company continues to follow transparency in its dealings and laying emphasis on integrity, accountability and regulatory compliances. Your Company firmly believes that through good corporate governance it would be able to protect, augment and meet the trust and expectations of the shareholders, customers, employees, suppliers, government agencies and the society. Your Company continues to follow the procedures and practices in conformity with the Corporate Governance practices as stipulated by SEBI.

Your Board of Directors wholeheartedly support and endorse Corporate Governance practices adopted by your Company in accordance with the provisions of the Clause 49 of the Listing Agreement and continuously look forward to improve such practices all the times.

BOARD OF DIRECTORS

The Board of Directors of your Company, which acts as representatives of the shareholders, oversees the functions of the Company and ensures that it continues to operate in the best interests of all stakeholders. The Board regularly reviews and approves the Management's business objectives and strategic plan/s and monitors the Company's approaches and directions, reviews corporate performance and ensures regulatory compliances and protects interest of all the stakeholders.

A) The composition of the Board

Your Company's Board Diversity policy towards the composition of the Board is to have inter alia an appropriate mix of Executive and Non- Executive Independent Directors (including one woman director) to maintain the independence of the Board and to ensure that the requirements of the Clause 49 of the Listing Agreement are complied with. The Company's Executive/Functional directors are highly experienced professionals in their respective areas; provide directions to the management on operational issues, adopts systems and best practices in management, and oversee the compliance with various legal and other requirements. The Non-Executive Independent Directors also play a significant role in improving the Board's effectiveness with their independent judgment on issues of strategy, performance, resources, standards of conduct etc., through provision of valuable inputs.

As on date, the Board of your Company consists of 9 (Nine) Directors comprising 3(three) Executive Directors and 6(six) Non-Executive Independent Directors including one woman director. More than fifty percent of Board comprises of Non-Executive Independent Directors. Therefore, the composition of the Board, which is as follows, is in full conformity with the requirements of the provisions of the Clause 49 of the Listing Agreement and good Corporate Governance model:-

B) Profile of the Directors

Shri Sushil Ansal:- Shri Ansal is the driving force behind the Ansal API Group. He is a graduate from St. Stephen's College from Delhi University and thereafter acquired business management acumen. He has been the Chairman of Overseas Construction Council of India. He is past president of PHD Chamber of Commerce and Industry and has been Chairman of National Housing Committee of Federation of Indian Chambers of Commerce and Industry and has been actively associated with several other Chambers and has been an active spokesperson of trade and industry. He is also engaged in various charitable and social up-lift projects through their various Trusts of which he is the Chairman. He introduced the shopping mall culture in north India by building "Ansal Plaza" in the year 1998 followed by a chain of malls. For his outstanding contribution in the construction and real estates Industry in India and abroad, he has been honoured on many occasions.

Shri Pranav Ansal:- Shri Ansal is a prominent industrialist who is consolidating and expanding the great legacy of the Ansal API Group. He is a graduate from Hans Raj College (Delhi University) and joined the Company as a Management Trainee. He is the driving force behind Ansal Plaza, Delhi which sparked off the Mall revolution in the Country. He has taken upon the mantle of expanding the Group's business to new horizons as the Vice Chairman & Managing Director of the Company and is responsible for extending the Ansal API brand name to new geographies in the areas of township development and innovative commercial set ups with international standards.

Shri Anil Kumar:- Shri Kumar, a professional in Finance and Accounts has attained numerous professional degrees like FCA, ACS, LLB and D.C.L. He started his career in 1982 with a professional firm and thereafter joined Superior Air Products Limited. He joined the Company in 1999 as Vice President - Finance and at present working as a Joint Managing Director & CEO of the Company

Shri D.N. Davar:- Shri Davar, a distinguished professional development banker with innate expertise in corporate management, has the degree of B. Com (Hons.), M.A. (Economics), Certified Associate of Indian Institute of Bankers, and is a Fellow of an Economic Development Institute of the World Bank. After serving Punjab National Bank (PNB) in senior management position(s) since 1968, he joined Industrial Finance Corporation of India {IFCI}, a well known financial institution and retired on completion of two terms spreading eight years as its Executive Chairman in 1992. He had also been on the Boards and Executive Committees of IDBI and IRBI for nearly 8 years and also on the Board of LIC Housing Finance Co. He has been for several years, a part time consultant to the World Bank, UNIDO and KFW. Presently he is on the Boards of several reputed companies, training institutions and non­governmental (social) organizations.

Dr. R.C. Vaish:- Dr. Vaish is an eminent practising Chartered Accountant having more than 48 years of rich and varied experience with specialization in international taxation and finance tax planning and off-shore investment. He is M.A. (Accounting), M.Com, LL.B, Ph. D (Economics). Dr. Vaish has an outstanding academic record and after teaching at University of Florida, USA, has worked with Coopers and Lybrand in New York, London and New Delhi. He has been a Senior Counsel, Tax and Business Advisory Services at Pricewaterhouse Coopers, New Delhi besides being the member of Company Law Advisory Committee, Regional Tax Advisory Committee, and various fiscal committees of apex chambers of commerce like FICCI and ASSOCHAM.

Dr. Lalit Bhasin:- Dr. Bhasin, is an illustrious lawyer with four decades of law practice. He holds the degree of B.A. {Hons.}, LL.B. He has held / holds several important posts as Chairman, Film Certification Appellate Tribunal, President, Inter Pacific Bar Association, Vice- President ,Bar Association of India, President, The Society of Indian Law Firms, President, India Society for Afro Asian Studies, Chairman, Services Export Promotion Council, Honorary Life Member of International Bar Association, Member of the Central Council of The Institute of Company Secretaries of India, Member of High level group constituted by the GOI, Ministry of Company Affairs for setting up Indian Institute of Corporate Affairs (IICA), Executive President, The India Law Foundation, and as Treasurer of Institute of Marketing & Management. He has received several awards including the Indira Gandhi National Unity Award, Award for excellence in professionalism by Institute of Marketing Management, Indira Gandhi Priyadarshani Award, Award of Distinction by International Bar Association etc. He has authored several books on diverse subjects. He has been nominated on the Advisory Committee of the Central Government for advising on matters arising out of the administration of the Companies Act. He has been appointed as a Member of Committee of Experts for review of Cinematograph Act, 1952 by the Ministry of Information and Broadcast, Government of India. Moreover, he has been conferred the Degree of Doctor of Laws (LL.D) Honoris Causa with full honours and rights and privileges by the University of Rajasthan on the 4th May, 2013 at Jaipur.

Shri P.R. Khanna:- Shri Khanna, a notable professional, is a Fellow Member of the Institute of Chartered Accountants of India, having over 54 years of experience in practice. Shri Khanna started his career in 1956 as a practicing Chartered Accountant. He was a senior partner in Khanna & Annadhanam, Chartered Accountants and retired in May 1998 and was also Partner in charge of Delhi office of Deloitte Haskins & Dells. Shri Khanna has vast experience & knowledge in finance, accounting, company law and corporate consultancy matters. During his career, he served as Chairman, NIRC & Member Central Council of the ICAI. He also served as Chairman of the Company Law Committee, Member of the Accounting Standard Board etc., of the ICAI. He had also acted as Member, Board of Trustees of UTI and SUN F&C Mutual Fund and as a Director of SBI and UTI Asset

Management Co. Limited. He was a past member of the governing body of Shri Ram College of Commerce, Delhi and presently a member of governing body of Shriram Industrial and Scientific Research Foundation.

Dr. Prem Singh Rana:- Dr. Rana, is an eminent professional having over 42 years of varied experience in conceptualization, planning, designing, appraising, financing and implementation of housing and infrastructure projects all over the Country. He has initiated number of policy changes for promotion of mass housing, rental housing and in-situ urbanization to eliminate homelessness and slums. He is B.Tech (Civil), IIT, New Delhi, P.G Diploma Town & Country Planning (TPT), School of Planning and Architecture, New Delhi, and PHD (Transport Engineering & Management) University of Newcastle Upon Tyne, U.K. He started his career from Town and Country Planning Organization, Govt. of India in the year 1972 and subsequently worked in Delhi Transport Corporation in various capacities. He was the Chairman and Managing Director of HUDCO at the time of his retirement. He is presently Chairman of India Infrastructure and Urban Development Company Private Limited. He has been awarded with Doctor of Civil Law (Honorary 2007) from University of Newcastle Upon Tyne (U.K), Distinguished Alumni Service Award-2006 from IIT, Delhi and Rajeev Ratna National Gold Award for Best Chief Executive-2005.

Smt. Archana Capoor:- Smt. Capoor, is a noted professional having more than 31 years of experience in the field of finance and has the degree B.SC and MBA. She started her career with Institute of Productivity and Management, Kanpur (UP) as Asst. Director in 1982 and subsequently worked with many Government /Financial institutions and Banks. She was the Chairman & Managing Directors of the Tourism Finance Corporation of India Ltd. from the year 2007 to 2012. Currently she is working as a Member Secretary and Project Advisor to Indian Trust for Rural Heritage and Development. She is also associated as Independent Director/consultant for some other companies.

BOARD MEETINGS

a) Scheduling and selection of agenda items for Board Meetings

The Board of your Company comprises of qualified professionals, experienced and active members. Roles and responsibility (ies) of the Executive / Non- executive Independent Directors of the Company have been increasing in the context of rapidly expanding business, as well as the valuable inputs and advice being received from them, from time to time. Directors, in addition to attending meetings of the Board and its Committees devote time and efforts to devising, designing and finalization of Company's policies, programme and norms for smooth implementation of Company's Projects. The Independent Directors also bring to the Company a wide spectrum of experience, knowledge and judgment with their vast knowledge and expertise both in their fields and Boardroom practices.

All the Non-Executive 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 judgment.

The Board meetings are held regularly and frequently to review/ approve inter alia, the quarterly/ half-yearly/ annual results. Additional meetings are held, whenever necessary, to review strategic, operational aspects and to chart out policies, programme, norms and practices. Similarly, the meetings of the Audit Committee and other Committees are held at the required frequencies.

The Board agenda and the detailed explanatory notes are prepared by the Company Secretary in consultation with Executive Directors of the Company {i.e. Chairman, Vice Chairman, and Joint Managing Director and CEO}. All the key issues included in the agenda for consideration of the Board are backed by 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. Inclusion of urgent additional items on the agenda is done with the permission of the Chair and other Board Members.

Board Meetings are scheduled well in advance. Dates of the Board Meetings are usually informed to all Directors and Auditors and other concerned officer/s about a month in advance and thereafter detailed agenda papers are circulated well before the meeting. Senior management personnel are present at the meetings to provide additional information / inputs for the items being discussed by the Board of Directors, as and when necessary. The Statutory and Internal Auditors are also present in the meetings whenever the matters of financial results, internal audits and related issues are discussed. Adequate attendance is ensured and the quorum is always present throughout every meeting. Every Board Meeting is well attended by sufficient number of Directors including the Independent Directors.

Similar practices are followed in respect of the meetings of the Audit Committee and other Committees of Directors. These practices are in adherence to applicable laws including the Companies Act, 2013 and its Rules and the Listing Agreement and are aimed at maximization of good corporate governance.

b) Review of compliance by the Board

The Board periodically reviews compliance certificate of all laws applicable to the Company and takes steps to rectify non-compliances, if any. The Board also regularly considers the compliance with the Code of Conduct for the Board Members and Senior Management and other norms of the Corporate Governance.

c) Attendance of Directors at the Board Meetings in Financial Year 2014-15 and last Annual General Meeting (AGM)

During the Financial Year under review, 4 (four) meetings of the Board of Directors were held on the 14th May, 2014 (adjournment thereof on 27th May, 2014), 12th August, 2014, 14th November, 2014, and 11th February, 2015. Your Company ensures that the gap between two consecutive meetings is not more than one hundred and twenty days. The provisions of Companies Act, 2013 and its Rules and the requirements of the Listing Agreement are duly complied, on regular basis.

d) Availability of information to Board

The Board has unfettered and complete access to any information within the Company. Regular updates provided to the Board include, among others:

• Annual operating plans and budgets and any updates.

• Quarterly results for the company and its operating divisions or business segments.

• Detailed Agenda papers with full explanation for material and other items.

• Minutes of meetings of Audit committee and other Committees of the Board.

• Details of any joint venture or collaboration agreement, if any.

• Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business

• Any material default in financial obligations to and by the Company.

• Non-compliance, if any, of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.

• Other information as and when required.

e) Meetings of Independent Directors

In terms of the provisions of Clause 49 of the Listing Agreement, a separate meeting of the Independent Directors was held on the 11th February, 2015 in order to:

i. review the performance of non-independent directors and the Board as a whole;

ii. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

iii. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

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

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

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

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

c. Independent Directors.

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

VARIOUS COMMITTEES OF DIRECTORS

Your Company has taken adequate steps to form various Committees at the Directors level to focus attention on crucial matters and deal with a variety of specialized issues with appropriate delegations, for better and more focused attention to the affairs of the Company before placing the same before the Board for consideration. Currently, the Board has seven committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Share Transfer Committee, Directors Committee and Corporate Social Responsibility Committee.

The Board is responsible for constituting and co-opting the members of the Committees. The role and the functions of the aforesaid Committees of the Board are described hereunder:

(a) The Audit Committee

The Audit Committee constituted by the Board on the 31st January, 2001 and lastly reconstituted on the 09th November, 2011, is in consonance with the requirements of Section 177 of the Companies Act, 2013 {"the Act"}, the Companies {Meeting of Board and its Powers} Rules, 2014 and the Clause 49 of the Listing Agreement. The role and powers of the Audit Committee are as per the provisions of the Act and guidelines set out in the Listing Agreement with the Stock Exchanges.

The Audit Committee comprises Non-Executive and Independent Directors, as detailed here-in-below. The Audit Committee meetings are chaired by Shri D.N. Davar, a distinguished professional development banker with innate expertise in corporate management and who have the accounting and financial management expertise/background.

Dates of the meetings are fixed about a month in advance and advised to all including the Auditors and the agenda is circulated to the Directors well before the meeting. During the year, 5 (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 meeting.

Mr. Amitav Ganguly, Company Secretary acts as the Secretary to the Audit Committee.

The Minutes of the Audit Committee meeting/s are placed before the Board Meeting for noting and wherever required, for further deliberations, and the Chairman of the Committee apprises the Board of the recommendations made by the Committee.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the financial reporting process with a view to ensure accurate, timely, and proper disclosure and transparency, integrity and quality of financial reporting. The Broad terms of reference of Audit Committee are in compliance with provisions of Section 177 of the Companies Act, 2013 and its Rules in this regard and also are as follows:-

1. 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.

2. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in Section 177 of the Companies Act, 2013 and its Rules 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.

3. 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 thereof and also communicate such reasons to the members.

4. 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 Committee also recommend appointment, re-appointment, remuneration and terms of appointment of Auditor/s, Chief Financial Officer and also changes in accounting policy/ies and practices, major accounting entries, auditors' qualifications and their removal, matters relating to disclosure of financial information, business plans, related party transactions, funds raised, including through Public offers and related matters. After the review, the matters are submitted to the Board for consideration. The Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors of the Company.

The Audit Committee invites such executives, as it consider appropriate to be present at its meetings. The Chairman, Vice Chairman, Joint Managing Director & CEO, Acting Chief Financial Officer/ the concerned executive, Chief Internal Audit Coordinator, Statutory Auditors and Internal Auditors are also generally invited to the Audit Committee meetings.

The Audit Committee reviews/ notes/ recommends/decides various matters as required under Section 177 of the Companies Act, 2013 & its Rules and the provisions of the Clause 49 of the Listing Agreement which includes, among others, Management Discussion & Analysis of the business, Related Party Transactions, if any, Internal Audit Reports, Directors Responsibility Statements, Directors Report, Statutory Auditors Remuneration, etc. and also the Internal Audit functions. The Chief Internal Audit Coordinator / concerned executive coordinate the internal audit functions.

Mr. D. N. Davar, Chairman of the Audit Committee attended the Annual General Meeting of the Company held on the 29th September, 2014 to answer the Shareholder's queries.

(b) The Nomination and Remuneration Committee

The Nomination and Remuneration Committee constituted by the Board on the 14th May, 2014 is in consonance with the requirements of Section 178 of the Companies Act, 2013, the Companies {Meeting of Board and its Powers} Rules, 2014 and the Clause 49 of the Listing Agreement.

The Broad terms of reference of this Committee are as follows:-

• Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

• Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

• Removal should be strictly in terms of the applicable law/s and in compliance of principles of natural justice.

• Formulation of criteria for evaluation of Independent Directors and the Board.

• Devising a policy on Board diversity.

• Recommend to the Board, remuneration including salary, perquisite and commission to be paid to the Company's Managing Director, Joint Managing Directors & Whole Time Director on an annual basis as well on their re-appointment, wherever applicable.

• Recommend to the Board, the Sitting Fee (including any change) payable to the Non-Executive Directors for attending the meetings of the Board / Committee thereof, and, any other benefits such as Commission, if any, payable to the Non- Executive Directors.

• Setting the overall Remuneration Policy and other terms of employment of Directors, wherever required.

• The Company shall disclose the Remuneration Policy and the evaluation criteria in its Annual Report

Dates of the meeting/s are fixed in advance and agenda is circulated to the Directors well in advance. The Minutes of this Committee meeting/s are placed before the immediate following Board Meeting and the Chairman of the Committee apprises the Board of the recommendations/ decisions made by the Committee.

Remuneration Policy:-

• The Company shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and other employees of the quality required to run the Company successfully.

• It should be ensured that no Director/KMP/ other employee are involved in deciding his or her own remuneration.

• The market rates/ quantum and structures of remuneration as applicable to the comparable organisations in the similar business spheres should be given due consideration.

• It is to be ensured that relationship of remuneration to the performance is clear & meets appropriate performance benchmarks.

• Performance benchmarks are laid down.

• Increase in remuneration should provide rewards for improved performance.

• Remuneration packages should strike a balance between fixed and incentive pay, where applicable, reflecting short and long term performance objectives appropriate to the Company's working and goals.

• Following criteria are also to be considered:­> Responsibilities and duties ;

> Time & efforts devoted;

> Value addition;

> Profitability of the Company & growth of its business;

> Analyzing each and every position and skills for fixing the remuneration yardstick ;

> Standards for certain functions/Departments like Sanctions, Land, & Business Development, where there is a huge scarcity of qualified resources.

> Ensuring text efficient remuneration structures.

> Ensuring that remuneration structure is simple and that the cost to the Company {CTC} is not shown inflated and, in comparison, the effective take home remuneration is not low.

> Any other criteria as may be applicable.

• Consistent treatment of remuneration parameters across the organisation.

• Provisions of law with regard making payment of remuneration, as may be applicable, are complied.

• Whenever, there is any deviation from the Policy, the justification /reasons should also be indicated / disclosed adequately.

@ Perquisites include Company's contribution towards provident fund and family pension fund, club fees, leave & leave travel assistance, gas, electricity, water & furnishing expenses and personal accident insurance, medical, Gratuity as per Company Rules and monetary value of perquisites calculated in accordance with the provisions of Income Tax Act and Rules made there under. (As may be applicable in each case)

* Shri Sushil Ansal, is entitled to Commission upto 2% on the Net Profit {computed in accordance with the provisions of Section 198 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014} for the year ended the 31st March, 2015, in terms of his remuneration approved by the members at the Annual General Meeting held on the 29th September, 2014.

# Shri Pranav Ansal, is entitled to Commission upto 1% on the Net Profit {computed in accordance with the provisions of Section 198 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014} for the year ended 31st March, 2015 in terms of his remuneration approved by the members at the Annual General Meeting held on the 27th September, 2013.

However, keeping in view of the prevailing uncertainties, especially in the real estate sector as portrayed in practical sense by the audited financial results of the Company for the Financial Year ended at the 31st March, 2015 and the provisions of the Companies Act, 2013 and it Rules, Shri Sushil Ansal, Chairman and Whole Time Director has voluntarily and unconditionally renounced/foregone, his right or claim to receive entire entitlement of the Salary {excluding club fees and medical reimbursement} and Commission for the Financial year 2014-15. Similarly, Shri Pranav Ansal, Vice Chairman and Whole Time Director has voluntarily and unconditionally renounced/foregone, his right or claim to receive entire entitlement of the Salary {excluding club fees} and Commission for the Financial Year  2014-15.

$ Shri Anil Kumar, is entitled to Commission upto 1% on the Net Profit subject to maximum of Rs. 1.50 crores {computed in accordance with the provisions of Section 198 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014} for the year ended the 31st March, 2015, in terms of his remuneration approved by the members at the Annual General Meeting held on the 29th September, 2014.

However, in view of the prevailing uncertainties, especially in the real estate sector as portrayed in practical sense by the audited financial results of the Company for the Financial Year ended at the 31st March, 2015, Shri Anil Kumar, Joint Managing Director and CEO, keeping in view the provisions of the Companies Act, 2013 and other laws, as may be applicable, has voluntarily and unconditionally renounced/foregone, their right or claim to receive entire entitlement of the Commission for the said Financial Year.

The Non-Executive Directors do not draw any remuneration from the Company other than sitting fees. There are no material pecuniary relationships/ transactions with the Non-Executive Directors. The sitting fees (approved by the Directors at their meeting held on the 12th August, 2014) is paid @ Rs. 30,000/- per meeting for the Board / Audit /

and all other Committee/s {other than Corporate Social Responsibility Committee and Share Transfer Committee}. Reimbursement of the conveyance expenses @ Rs. 5,000/- per meeting is also made for attending the Board/ Committee meeting(s).

In addition to the sitting fee, the Non-Executive Directors are also entitled for the Commission in terms of the authority granted/confirmed by the shareholders at their Annual General Meeting held on the 29th September, 2014, and, the shareholders have also authorized the Board to decide the manner of distribution/payment of Commission among all the Non-Executive Directors.

The Board of Directors at their meeting held on the 16th May, 2015 on the recommendation the Nomination/ Remuneration Committee meeting held on the same date have approved to pay Commission of Rupees Five lacs {excluding tax} each to all the present six Non-Executive Directors {including Smt. Archana Capoor, who had been appointed w.e.f. the 11th February, 2015 and hence proposed to be paid pro rata for two months}, after the adoption/ approval of Annual Accounts for the Financial Year 2014-15 by the Shareholders at this AGM. The above Commission is within the overall maximum limit approved by the members at their Annual General Meeting held on the 29th September, 2014.

The criteria for making payment of commission to Non-Executive Directors is available on the Company's website viz. <http://www.ansalapi.com/financials> /pdf/APIL-Directors.pdf.

(c) The Stakeholders Relationship Committee

The Stakeholders Relationship Committee constituted by the Board on the 14th May, 2014 is in consonance with the requirements of Section 178 of the Companies Act, 2013 {"the Act"}, the Companies {Meeting of Board and its Powers} Rules, 2014 and the Clause 49 of the Listing Agreement.

It is formed more specifically to consider and resolve/redress the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, notices, non-receipt of declared dividends, and other related issues under the Chairmanship of a Non-Executive and Independent Director, in compliance with the requirements of Section 178 of the Act, Clause 49 of the Listing Agreement or other provisions as may be applicable from time to time.

(d) The Risk Management Committee

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

The broad terms of reference of this Committee are as follows:-

a) To identify the elements of risk, if any, from time to time, that in the opinion of the Board may threaten the existence of the Company.

b) To monitor and review the existing risk management plan and such other functions as it may deem fit.

c) To lay down the procedures to inform the Board members about the risk assessment and minimization procedures.

(e) The Share Transfer Committee

The Board had constituted the Share Transfer Committee on the 20th March, 1993 and lastly reconstituted on the 16th May, 2015, to approve transfer / transmission / transposition /replacement of mutilated share certificates/ subdividing & consolidation / dematerialization & rematerialization of Equity shares of the Company.

The Committee presently consists of following members:

1. Shri Sushil Ansal - Chairman & Whole Time Director

2. Shri Anil Kumar - Joint Managing Director & CEO

3. Shri Amitav Ganguly* - Sr. Group Company Secretary

Shri Amitav Ganguly also acts as 'Compliance Officer' to monitor the share transfer process, liaison with regulatory authorities and others.

Requests received for transfer of Equity shares in physical mode are registered, after satisfying the required compliances and the Share Certificate/s are returned within the prescribed time limit. 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:

(f) The Directors Committee

For operational convenience and to expedite the day to day functioning and exercise of delegated powers of the Board, the Board has constituted Directors' Committee on the 30th March, 1996 and lastly reconstituted on the 14th January, 2010. The Committee meets, as and when necessary to take decisions on the policy matters and also to provide guidance to the operating management. It also monitors and controls the actions of the operating management when needed.

The various decisions taken by the Directors Committee are taken on record by the Board through minutes of the Directors Committee Meeting/s placed before the Committee's meeting.

g) The Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee constituted by the Board on the 07th February, 2014, is in consonance with the requirements of the Section 135 of the Companies Act, 2013 and its Rules.

The Broad terms of reference of this Committee are as follows:-

I. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company in terms of Schedule VII of the said Act such as Promotion of Education, Charitable, Philanthropic activities and promotion of Backward classes etc.;

II. to recommend the amount of expenditure to be incurred on the activities referred to in clause (I); and

III. to monitor the Corporate Social Responsibility Policy of the Company from time to time.

DISCLOSURES

a) Disclosures on Related Party Transactions

No material transactions which are not in the ordinary course of business of the Company and may have potential conflict with the interest of the Company at large have been entered into by the Company with its promoters, directors, management or their relatives or with any related party. Necessary disclosures of interest by directors under relevant provisions of the Companies Act, 2013, its Rules, have been done from time to time, the matters placed before the Audit Committee and the Board, thereafter necessary entries have been made in the Statutory Register. The transactions with Related Parties as per requirement of Accounting Standard No. 18 of ICAI are disclosed in Note No. 48 of Balance Sheet forming part of the Annual Report. The details of the Related Party transactions and information are placed before the Audit Committee and the Board of Directors from time to time in compliance with Clause 49 of the Listing Agreement and Sections 177 and 188 of the Companies Act, 2013 and its Rules.

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

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 on the Company. The requirements of the Listing Agreements with the Stock Exchanges as well as regulations and guidelines of SEBI are being followed.

c) Code of Conduct

The Code of Conduct approved by the Board of Directors of the Company is applicable to the Board Members and Senior Management (i.e. from the ranks of General Manager and above). As required by the Clause 49 of the Listing Agreement Code of Conduct is made available on the Company's website viz. <http://www.ansalapi.com/financials/> pdf/APILManangement.pdf .

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, 2015. The declaration is given on an annual basis.

A declaration regarding the compliance of the Code of Conduct by the Board Members and the Senior Management duly signed by the Joint Managing Director and the CEO has been attached to the Report on Corporate Governance.

d) Subsidiary Companies

All subsidiary companies of your Company are Board-managed, with their respective Boards of Directors having the rights and obligations to manage the companies concerned in the best interest of their stakeholders.

During the year, none of the subsidiaries was a material non-listed Indian subsidiary company as per the criteria given in the Clause 49(V) of the Listing Agreement.

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

e) CEO/ CFO Certificate

A Certificate dated the 11th May, 2015 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;

(iv) Availability of adequate information pertaining to internal control systems and accounting policies to the auditors and the Audit Committee of the Company.

has been given, jointly by Shri Anil Kumar, Joint Managing Director & CEO and Shri Sunil Kumar Gupta, Sr. G. M. (Finance and Accounts) & Acting CFO for the year ended the 31st March 2015. This Certificate was placed before the Board at its meeting held on the 16th May, 2015, when the Board approved the Audited Annual Accounts for the year ended on the said date. This Certificate forms the part of the Annual Report.

MEANS OF COMMUNICATION

a) Financial Results

During the Financial Year 2014-15, the quarterly/half-yearly unaudited financial results, subjected to limited review, and the annual audited financial results have been placed on Company's website i.e. <http://www.ansalapi.com/> financials/quarterly_result.aspx on a regular basis.

The other information on Company's business/projects and management, and also for the investors is also available on the Company's website. The said web site 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 shareholding pattern, financial results and other related information are also uploaded on the Company's website, on a regular basis.

b) Other information

Various notices/other information required to be published as per the provisions of the Companies Act, 1956/2013 and Listing Agreement etc., are published in the leading newspapers, from time to time.

Various Press Releases of the Company relating to various projects and business are sent in advance to the Stock Exchanges from time to time which are uploaded by them on their web sites.

NSE Electronic Application Processing System {NEAPS} and BSE Corporate Compliances and Listing Centre {BSE Listing Centre} are a Web based application designed for corporate. All periodical compliance filings like shareholding pattern, corporate governance report, financial statement, among others, are also filed electronically on NEAPS and BSE Listing Centre.

The investor/others can have e-mail communication with the Company at email ID info@ansalapi.com / shareholderservice@ansalapi.com <mailto:shareholderservice@ansalapi.com>. They may also directly write to the Company at its Registered Office in New  Delhi.

c) Management's Discussion and Analysis Report

The Managements' Discussion and Analysis Report is placed in the separate section of the Annual report.

d) Members (Shareholders)

The Company has approx. 43,000 members; the number is continuously changing as the shares are widely traded on the stock exchanges. The main channel of communication to the members is through the Annual Report. Besides the audited accounts for the financial year and consolidated accounts thereto, the said Report, inter alia, includes the Directors' Report, containing the reports on Corporate Governance and Management Discussion and Analysis and that of the Statutory Auditors. The Chairman Speech at the Annual General Meeting {AGM} also gives a wealth of information to the members.

The AGM is the principal forum for interaction by the Board of Directors and the Management with shareholders. Here, the Directors answer specific queries, whenever, raised by members. The Board acknowledges its responsibility towards its members and therefore encourages open and active dialogue with them.

The Company also interacts with the potential investor/s from time to time and gives presentation of various details of projects etc. The presentation so made remains uploaded on the Company's website www.ansalapi.com

A brief profile of the Directors to be appointed / re-appointed at the Forty Eighth AGM is provided as an Annexure to the Notice convening the said AGM. The Corporate Governance Report also has profile of all the Directors. The Report also contains a Section on "Shareholders' Information" which provides, inter alia, information relating to the AGM date, time and venue, shareholding pattern, distribution of shareholding, top shareholders, voting rights, the monthly high and low price of the Equity shares, volume of shares traded on the National Stock Exchanges and Bombay Stock Exchange Limited and other information as required under the Clause 49 of the Listing Agreement. These details are also available on the Company's website viz. www.ansalapi.com which is updated regularly.

The Company always encourages the Members to send their queries for appropriate responses. One to one interactions are always welcomed.

GENERAL SHAREHOLDERS INFORMATION

a) Company Registration Details

The Company is registered in the State of Delhi. The Corporate Identity Number {CIN} allotted to the Company by the Ministry of Corporate Affairs (MCA) is L45101DL1967PLC004759

b) Forthcoming Annual General Meeting

Financial Year : 01st April, 2014 to 31st March, 2015

Day, Date and Time : Wednesday, the 30th September, 2015 at 11.00 A.M.

Venue : FICCI Auditorium, Tansen Marg, New Delhi-110001  Landmark for the Venue  Near Mandi House Metro Station

c) Directors retiring by rotation and eligible for re-appointment

Details in respect of the Directors retiring by rotation and eligible for re-appointment are annexed with the Notice.

d) Financial Calendar

Calendar of the events for the Financial Year 2015-16 (1st April, 2015 to 31st March, 2016), excluding Extra Ordinary General Meeting, Posatl Ballots if any, that may be required to be held:-

Results for the Quarter and the Financial Year ended the 31st March, 2015. : Approved by the Board on the 16th May, 2015

First Quarter Results - the 30th June, 2015 : Approved by the Board on the 11th August , 2015

Annual General Meeting : 30th September, 2015

Second Quarter/half yearly Results -the 30th September, 2015 : Will be considered by the Board during the 1st /2nd week of November, 2015 (indicative)

Third Quarter Results - the 31st December, 2015 : Will be considered by the Board during the 1st /2nd week of February, 2016 (indicative)

e) Dividend

The Board of Directors of your Company, keeping in view the uncertainties in the economic situation in the Country and in particular real estate sector, alongwith the imperative need to conserve resources, decided not to recommend any dividend for the said financial year, at its meeting held on the 16th May, 2015, wherein the Annual Accounts for the year ended on that date were reviewed by the Audit Committee and approved by the Board.

f) Annual Book Closure

Your Company's Register of Beneficial Owners, Register of Members and Share Transfer Books shall remain closed for the purpose of Annual Book Closure from Tuesday, the 24th September, 2015 to Wednesday, the 30th September, 2015 (both days inclusive).

Listing on the Stock Exchanges

The Company's Equity shares are listed on the following Stock Exchanges

Address of the Stock Exchanges

Delhi (DSE)* : The Delhi Stock Exchange Asso. Ltd. D.S.E. House, Turkman Gate, 3/1, Asaf Ali Road, New Delhi - 110 002

Mumbai (BSE & NSE)

i) Bombay Stock Exchange Ltd. 25, P J Towers, Dalal Street, Mumbai - 400 001

ii) National Stock Exchange of India Ltd. Exchange Plaza, Bandra - Kurla Complex, Bandra (East) Mumbai - 400 051

Stock Code/ Symbol for Equity shares

500013 - BSE

01188 - DSE

ANSALAPI - NSE.

ISIN No. of the Company's Equity shares in the Demat Form

INE-436A01026 as allotted by NSDL & CDSL after subdivision of Equity shares

Depositories Connectivity

i) National Securities Depository Limited (NSDL)

ii) Central Depository Services (India) Limited (CDSL)

*Listing fee has been duly paid to all the Stock Exchanges for the Financial Year 2014-15 except for the DSE whose recognition has been withdrawn by SEBI on the19th November, 2014. Trading of the Equity Shares of the Company is not being carried out at DSE

l) Share Transfer Process

The Company's Shares are compulsorily traded in the Stock Exchanges in dematerialized form.

M/s Link Intime India Private Limited (formerly known as Intime Spectrum Registry Ltd.), having its office at 44, Community Centre 2nd Floor, Naraina Industrial Area, Phase-II, Near PVR Cinema, New Delhi-110028 is the Registrar & Share Transfer Agent (RTA) 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.

Applications / requests along with the relevant documents, for registration of transfer of shares in physical form, are received at RTA's office and/ or at the Registered Office of the Company, and after being found in order in all respects, are recommended for approval of registration of transfer to the "Share Transfer Committee" of your Company. The Committee meets approximately once in a fortnight and transfer process is generally completed within prescribed time.

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 investor friendly.

m) Dematerialization of Shares

As stated, the trading in the Equity shares of the Company is in dematerialized form. In order to facilitate trading in demat form your Company has entered into the Agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Shares Certificates received for dematerialization are processed and recorded through RTA with NSDL and CDSL Depositories. The dematerialization takes place within the stipulated period. Bad deliveries are promptly returned to the Depository Participants (DP's) under intimation to the Stock Exchanges.

Shares held in dematerialized form are electronically traded in the Depository and RTA of the Company receive from the Depository the beneficiary holdings, periodically, so as to enable them to update their records for sending all corporate communications, Annual Reports, benefits like dividend, etc.

The position of dematerialized shares as well as physical shares as on the 31st March, 2015 are as under:-

o) Address for Correspondence/information

Registrar and Share Transfer Agent

M/s. Link Intime India Pvt. Ltd. 44- Community Centre, 2nd Floor, Naraina Industrial Area, Phase-II, Near PVR Cinema, New Delhi-110028 Tel. No. 011 - 41410592-94

The Company

Company Secretary  Ansal Properties & Infrastructure Ltd.  115, Ansal Bhawan  16, Kasturba Gandhi Marg  New Delhi-110001  Tel. No. 011 - 23353550, 66302269-77 Corporate Website: www.ansalapi.com E.mail : info@ansalapi.com : shareholderservice@ansalapi.com

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As stipulated by SEBI, a Qualified Practicing Company Secretary carries out the Secretarial Audit to reconcile the total admitted capital with Depositories (i.e. with the NSDL or CDSL) and in Physical Form, tallying with the admitted, issued / paid-up and listed capital. This audit is carried out every quarter. Reconciliation of Shares Capital Audit Report {in terms of Circular No. CIR/MRD/DP/30/2010 dated the 06th September, 2010 issued by SEBI} thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors for their noting.