The Directors are pleased to present the 45th {forty fifth} Annual
 Report along with the Audited Statements of Accounts of
 Your Company for the Financial Year ended the 31st March, 2012.
 
 1.  COMPANY PERFORMANCE
 
 A.  Financial Highlights
 
                                                      (Rupees in Lacs)
 
 Particulars                   For the year                For the year
                               ended the 
                               31s,March, 2012            ended the 
                                                          31stMarch, 2011
 
 Sales & Other Income                105692.97                 110343.82
 
 Profit (Before Interest,
 Depreciation,
 Exceptional Items and 
 Taxes)                                  13571                     22663
 
 Less: Interest            8275                    10257
 
 Depreciation               989           9264       906           11163
 
 Profit Before Tax                        4307                     11500
 
 Less: Provision for 
 taxation                                  849                      3885
 
 Profit After Tax                         3458                      7615
 
 Add:-Debenture 
 redemption reserve 
 reversed                                    -                      5400
 
 Add: - Surplus Profit 
 brought forward from 
 previous year                           20504                      8406
 
 Disposable Profit                       23962                     21422
 
 APPROPRIATIONS :-
 
 -Proposed Dividend 
 including Dividend Tax                      -                       918
 
 -Transfer to General 
 Reserve                                     -                         -
 
 - Debenture redemption 
 Reserve                                     -                         -
 
 Surplus carried to 
 Balance Sheet                           23962                     20504
 
 B.  Operations
 
 Net Profit for the year 2011-12 stood at Rs. 3,458 Lacs as against Rs.
 7,615 Lacs in the year 2010-11. The total turnover including other
 income for the year 2011-12 stood at Rs. 1,05,693 Lacs, as compared to
 Rs. 1,10,344 Lacs for the year 2010-11.ln the current year no amount
 has been transferred to General Reserve
 
 2.  CAPITAL STRUCTURE
 
 During the Financial Year 2011-12, the Company has not issued and
 allotted any securities including equity shares, therefore there is no
 change in capital structure of the Company.
 
 3.  DIVIDEND
 
 The Board of Directors of your Company, keeping in view slow down of
 economic situation as a whole in the Country and real estate industry
 in particular, and need of the Company to employ the funds back into
 the operations, decided, that no dividend be recommended for the said
 financial year.
 
 4.  BUSINESS
 
 Your Company is one of the leading real estate developers in India with
 over four decades of real estate experience.  During the last 45 years,
 it has been engaged in the development of integrated townships and
 other large mixed-use and stand-alone developments in the residential,
 commercial, retail and hospitality segments, as well as Agro SEZs,
 IT/ITES and industrial parks, with a focus on large-scale mixed use
 developments, particularly in residential projects.  As a well-known
 developer your Company has several iconic buildings in Connaught Place
 (CBD of New Delhi) viz.
 
 Akash Deep, Surya Kiran, Vikas Minar, Amba Deep, Statesman House etc.,
 and it has established its brand image through long decades. It has
 taken lead in promoting the affordable housing segment of the
 residential property market, particularly in key cities of Northern
 India. The majority of its projects are located in the NCR, the States
 of Uttar Pradesh, Haryana, Rajasthan and Punjab. The business is being
 carried on by the Company on its own as well as through various
 associates / subsidiaries, joint venture partners and collaborators.
 
 The Management''s Discussion and Analysis Report forming part ofthe
 Directors'' Report gives a detailed overview about the general economic
 scenario of the Global and the Indian economy and particularly the
 realty sector in the Country, including the downturn and efforts at
 turnaround, and beyond, which has and shall have impact on the nature
 of Company''s business and generally in the classes of business in which
 the Company has interest. Along with the turnaround, your Company has
 growth plans to be achieved by way of establishing new and expansion of
 existing real estate activities.
 
 Real Estates Business
 
 Real estate sector covers residential housing, commercial offices,
 retail outlets, trading spaces such as theatres, hotels and
 restaurants, industrial buildings such as factories and government
 buildings. It involves the purchase, sale and development of land as
 well as residential and non-residential buildings. The activities ofthe
 real estate sector encompass the housing and construction sectors also.
 Historically, it was unorganized however, in recent years; the real
 estate sector in India has been marked by a trend towards greater
 organisation and transparency accompanied by various regulatory
 reforms.
 
 Your Company has at present, projects under varied stages of
 implementation across residential, commercial, retail and industrial
 parks segments etc, located in NCR, the States of Uttar Pradesh,
 Haryana, Rajasthan and Punjab.  Townships form a significant part of
 the land bank and real estate development plans. About Eighteen
 integrated townships, including two Hi-Tech Townships, and such
 townships have components of realty segments which include residential,
 which is in majority, along with commercial, retail and social
 infrastructure - such as educational institutions, hospitals, clubs,
 etc.
 
 Mention of some of the projects in the process of various stages of
 development in these States, has been made in the Management''s
 Discussion and Analysis Report.
 
 Affordable Housings/Mid Income Housings
 
 Affordable housing is basically targeting the economically low-income
 groups and constitutes majority of the Indian housing industry, both in
 terms of value and volume. Everyone has a dream of having his /her own
 house, therefore, making a home or owning a home is one of the most
 important events in one''s life and your Company plays a leading role to
 focus on affordable housing. The importance of affordable housing is
 irrefutable.
 
 Your Company''s strategy to get into low cost affordable housings as a
 large part of its development plan, has found the market of consumers
 buying houses for the first time. Your Company is also in the process
 of coming up with new projects which will contribute to the growth in
 the low cost residential segment. In the recent times, your Company has
 launched various independent houses and apartments under Affordable and
 Mid Income housing segment in the States of Rajasthan, Uttar Pradesh
 and Haryana, which have received good response from the customers
 proving that affordable / Mid Income housing concepts are attractive in
 the large middle-income market segment. The Company''s focus continues
 on this segment, particularly in key cities in Northern India and
 intends to capitalize the current market trends in this real estate
 market.
 
 Townships
 
 Townships are significant in the Indian real estate development
 industry and their development has emerged into a trend that is
 catching up the face of real estate market. Atrend that has played an
 essential role in opening the gates for the development of integrated
 townships across the country that offers their residents the promise of
 a quality lifestyle tailored to suit every budget. This has brought in
 the FDIs with foreign entities investing in such projects. Complexes
 built in large area of lands with all facilities including schools,
 hospitals, shopping malls, gymnasium, health spa provide the unique
 living experience - that people demand these days.
 
 Your Company is developing and promoting fully integrated townships in
 a significant manner. As a developer, it plans and builds the complete
 infrastructure, including roads, sewerage, etc for the townships to
 function in entirety. It employs numerous reputed contractors to carry
 out the developments in this regard. Some of the significant projects
 under development are as follows:-
 
 SUSHANT GOLF CITY, AN ULTRAMODERN HI-TECH TOWNSHIP IN LUCKNOW
 
 Your Company is developing a Hi-Tech Residential Township, Sushant Golf
 City in Lucknow, Uttar Pradesh sprawling across 3530 acres of land.
 This ultra modern township offers wide range of world class facilities.
 Located along the expressway within ten minutes drive from Lucknow
 International Airport, it is coming up as a preferred destination of
 world class centres of employment, trade and commerce, besides being
 the chosen place to live in Lucknow. It has about 393.45 acres of land
 dedicated only to greenery with a world class 18 hole Golf Course and
 hence this mega Township makes life on the greens a reality. The
 construction work is in progress and many built-up units have been
 offered for possession.  The Company has recently added high-ends
 villas to this mega Township.  The Golf Habitat villas are
 state-of-the-art designer villas that will redefine luxury in the true
 sense of the word. The villas are equipped with fully integrated home
 automation system that can be controlled from any corner of the world.
 Their key features include keyless entry, automated garage door,
 automated air conditioning, mood lighting devise controlling, Wi-Fi
 access high resolution IP CCTC camera installed at strategic location,
 control and configuration through mobile / tablet and SMS alert on
 predefined numbers stating the area of alert.
 
 Your Company has also launched, through its associate, 4th club under
 the brand of The Maple Town & Country Club at Lucknow and with
 the development work going on full swing, and this brand is expected to
 signify a chain of clubs.  Some reputed institutions and business
 centres have already started operating such as Ansal Technical Campus
 and others are in the process of being operative shortly, which
 includes Goenka International School and a Bharti Wal-Mart bulk market
 centre.
 
 Some residential clusters are already operative and people are shifting
 in the built houses which have added the attraction for this mega
 project. A cricket academy with the expertise of cricketer Shri Yuvraj
 Singh, and, another academy, Shri Mahesh Bhupati Tennis Academy and an
 Iskcon spiritual centre are also being established and your Company has
 initiated development works at these centres. The Railways have already
 approved two big under - bridges to connect parent city with the
 extended area. The development and construction operations, within the
 township, are in full swing which has given recognition to the Company
 as a master developer engaged in the creation of big townships. This
 township has potential for further extension in view of the noteworthy
 public response.
 
 SUSHANT MEGAPOLIS GREEN HI-TECH TOWNSHIP ADJOINING GREATER NOIDA
 
 Sushant Megapolis is a green Hi-Tech Residential township being
 developed on an area admeasuring 2504 acres under the brand SUSHANT
 MEGAPOLIS having saleable area of about 77 million square feet as
 per the current norms.This Township is well connected with Delhi and
 other vital commercial centres through Gautam Budh Expressway to
 Greater Noida, Eastern Peripheral Expressway and NH-91. With the canal
 network and vast greens, this township is coming up as self sustaining
 urban development in the vicinity of Greater Noida, an area of
 excellence.  Strategically located next to fast growing business
 centres of Noida and Greater Noida, this project is adjoining North
 India''s largest rail terminal coming up in Bodaki on the Delhi- Howrah
 railway line. Sushant Megapolis Offers a wide range of commercial and
 residential properties. Sports and recreational facilities being
 planned there match the International standards 18-hole golf course,
 designed by world renowned golfer Nick Faido, an exclusive golf club,
 world class equestrian club and polo ground. Mahesh Bhupathi Tennis
 Academy is also coming up in the township to nurture future Indian
 champions. The project also offers facilities for academics at its
 advanced educational campus, comprising schools, colleges with
 international tie-ups.
 
 Medicity at Sushant Megapolis will cater to the growing medical tourism
 in the Country thus attracting many patients from the developed and
 developing countries. This Medicity will have renowned hospitals, a
 series of hi-tech medical healing centres with ultra modern healthcare
 facilities to take care all of all health related needs. The townships
 has state-of-the-art business and technology hubs including commercial
 business districts to promote walk to work culture and retail centres
 cum mall for convenience of the residents. It has group housing
 projects like Fairway Apartments, Cascade Green, Celebrity Residence,
 Aastha and Paradise Crystals. Sushant Megapolis is NCR''s principal
 self- contained integrated township by its size.
 
 Integrated Townships Golf Link land II, Mohali
 
 Your Company is developing two integrated townships in Mohali,
 {Punjab}. First Township is Golf Links I, spread over 224 acres and
 situated in Sector 114, where the Company is already giving possession
 of plots, independent floors, and commercial. The Company has about
 1000 high rise units coming up here being built by Army Welfare Housing
 Organisation. The second Township is Golf Links II, spread over 103
 acres and situated in Sector 116 where the development work is going on
 at a fast pace and the Company will reach a possession giving stage by
 next year. Your Company''s endeavour is to constantly create new
 business avenues through process of expansion by adding more areas to
 the existing townships.
 
 In the coming months, your Company will be launching Infinity Towers &
 Ansal Plaza Mall at the entrance to Golf Links I, both the projects
 will be crowing jewels of the Sector and will make the area a
 destination point. The Ansal Plaza Mall will be 2,00,000 sq. ft Mall
 and will house retail brands besides a Food Court and a Cinema.
 
 GREEN TOWNSHIP OF TOMORROW ESENCIA, GURGAON
 
 Your Company is all set to achieve one more first with the launch of
 the ''Esencia'' township project with the objective of creating
 eco-friendly efficient, water efficient, comfortable and healthy and
 environmentally sustainable living.
 
 Esencia offers well-designed homes with the best amenities.
 Strategically located at Sector 67, Gurgaon, this township is spread
 over an area of 140 acres and has a saleable area of 274170 sq. mts
 (327973 sq. yds.). This township has world class facilities and has
 been registered as the pilot project for rating under GRIHA (Green
 Rating for Integrated Habitat Assessment) in India.
 
 Esencia has been envisaged and designed to create a balance between
 modern and environmentally conscious living. It has premium plots
 ranging from 210 sq. mts to 999 sq. mts, independent luxury low rise
 floors on 210,250 and 350 sq. mts plots, lavish villas on plots of 420,
 500 and 840 sq mts. It also offers low rise independent floors within
 the mid segment, which will redefine the living and lifestyle of
 residents.
 
 It offers a lifestyle as a part of a green evolution. This township
 will offer many leisure and recreational activities like medical
 centre, high school, primary and secondary schools, clubs, sports
 complex convenience stores and hyper mart. Seven life-sized land-scaped
 parks will be strategically planned in across the township. Flora in
 these parks will not only give a visual treat but will have indigenous
 species which will balance the eco-system. This Project is expected to
 be another landmark in gated community development by the Company.
 
 Integrated Township Ghaziabad (Aquapolis)
 
 Your Company is developing an integrated township spread over an area
 of 140 acres in Ghaziabad namely Sushant Aquapolis.lt comprises
 of flats, residential plots as well as plots for hospitals, schools,
 nursing home and commercial centres.
 
 In addition to this other facilities vis-a-vis school nursing home,
 local shopping centre and ansal plaza mall are also lined
 up for development.
 
 Aquapolis will provide latest world-class designs with all the
 amenities.
 
 Other Integrated Townships
 
 Your Company''s other integrated townships are Sushant City, Ajmer,
 Sushant City, Jaipur, Sushant City, Jodhpur, Sushant City, Agra,
 Sushant City, Meerut and others. The facilities in these townships
 include health centres, shopping complexes, schools, parks, community
 centres, and underground parking systems.
 
 Power/ Infrastructure Project
 
 Your Company had commissioned a 12MW Wind Power Project in Gujarat in
 the month of September, 2007. The Company had entered into a power
 purchase agreement with Gujarat Urja Vikas Nigam Limited for the sale
 of electricity produced at its Wind Farm for a period of 20 years. Over
 the last five years, this project has been working satisfactorily.
 
 5.  CORPORATE SOCIAL RESPONSIBILITYICSR}
 
 Since its inception, your Company has a long-standing commitment to
 cater to the development of society through various CSR initiatives. The
 Company remains steadfast on its objective of pursuing holistic growth
 with responsibility towards the people and the environment.
 
 As a pioneer and trend-setter in the construction industry in India,
 Your Company has taken, from time to time, through various forums a slew
 of social initiatives to provide for responsible society development.
 
 Your Company strongly believes that pursuit and fulfilment of Corporate
 Social Responsibility aspect is as critical as Corporate Governance in
 the organisation. The Company extends full support to Governments''
 schemes for the economically weaker sections and to the underprivileged
 communities. Moreover, environmental issues remain very significant.
 Hence, to create awareness amongst employees and others towards
 environment, your Company organizes various Tree Plantation Camps /
 activities, from time to time. The projects of your Company are aimed
 at environmental protection, its up-gradation, conservation, water
 harvesting, plantation of saplings/trees, etc.
 
 Your Company is supporting the following CSR initiatives through
 Charanjiv Charitable Trust {CCT}, non profit making company,
 university, and others.
 
 Education
 
 The Chiranjiv Charitable Trust (CCT), set up by the Ansalsin 1976,
 currently runs schools in Palam Viharand Sushant Lok in Gurgaon.
 Currently over6000 students are studying in these schools.
 
 The Trust is also in the process of setting up a large number of
 schools in the upcoming townships of the Company in the state of Uttar
 Pradesh, Haryana, Punjab and Rajasthan, which will provide quality
 education.
 
 CCT had also promoted the Ansal Institute of Technology (AIT) in Gurgaon
 in the year 2000. AIT, an institution for higher education, had
 conducted undergraduate courses in Engineering in affiliation with Guru
 Gobind Indraprastha University and post graduate courses in management
 in affiliation with Tilak University of Pune. AIT is a sought after
 Institution by the students. Besides the regular programmes in
 engineering and management, AIT is also conducting academic twinning
 programs both at undergraduate and postgraduate levels in engineering,
 technology and management in association with many reputed and
 accredited universities. Besides AIT, Chiranjiv Charitable Trust also
 runs Sushant School of Art and Architecture and Sushant School of
 Design.
 
 The Institutes run under the Ansal brand name has recently acquired the
 status of a University and is now called Ansal University under
 the Haryana Private Universities Act, 2006. Ansal University is
 dedicated to provide quality education with a futuristic approach for
 students drawn not only from India but also across the world. This
 University is the only University to offer a two-year program in real
 estate development.
 
 Sushil Ansal Foundation (SAF), set up by Shri Sushil Ansal in 2010 as a
 non profit making company to carry out all philanthropic and charitable
 activities in the fields of education etc., provides funds and/or
 logistical support to institutions, organizations & others. SAF has
 recently set-up a technical campus on 13.65 Acres developed land in
 Sushant Golf City at Lucknow in the name of ''Ansal Technical Campus''.
 The admissions to the Institute have started and it is going to be a
 center of excellence in the field of professional education. The hostel
 facility and residential block are available next door in the private
 residential units built and ready for delivery of possession to the
 respective owners.
 
 Resources Conservation
 
 Your Company recognizes the correlation of business sustainability with
 resources management and is committed to monitor and conserve the
 amount of water and electricity used across its project sites at the
 time of construction. In order to create awareness amongst employees
 towards environment and resources conservation, your Company organises
 various camps and also circulating green slogans on regular basis. The
 projects of your Company are aimed at environment protection, up
 gradation, conservation, water harvesting, plantation of trees, etc.
 
 Community Development Initiatives
 
 Your Company strongly believes in contributing to and investing in
 communities in and around its project sites. Under this objective,
 several initiatives have made a lasting impact on the economic,
 environmental and social conditions of local people such as:
 
 - Tree plantation
 
 - Construction of roads, sanitation facilities and temples
 
 - Provision of electricity
 
 - Provision of employment
 
 - Sponsorship of vocational training programs
 
 - Blood Donation Camps
 
 - Provision of health facilities to poor people Healthcare
 
 Shanti Sahyog: A NGO, Shanti Sahyog, is carrying out its health care
 and vocational training programmes in and around Delhi for the over
 last six years. Help has been extended to Shanti Sahyog in renovating
 and re-starting a dysfunctional health centre in Kalkaji area of New
 Delhi. The health centre provides free preventive and curative health
 care, with a focus on women''s health. It caters not only to about 850
 families that reside in the nearby slum areas, but also to those living
 in poverty and deprivation in and around Kalkaji. This health centre
 also doubles up as a vocational training centre where women are taught
 income generating skills by professional teachers such as tailoring,
 designing and embroidery to make them economically self reliant.
 
 ILA Trust: Another NGO, ILA Trust, is also operating in the area of
 healthcare. Free medical treatment, including medicines are provided to
 the needy through this Trust. The Trust runs three medical vans, which
 visit several slum colonies of Delhi by rotation, providing medical
 assistance to the underprivileged sections ofthe society.
 
 Activities in village Kahma: The welfare and social upliftment of this
 village and the surrounding areas is continued to be done through Kahma
 Welfare Committee, a non profitable organization set up for this
 purpose. A hospital in Kahma-Hansraj Government Hospital - in the name
 of Shri Hans Rajji-grandfather of Shri Sushil Ansal, has been set up.
 
 Housing for Economically Weaker Section of the Society
 
 Approximately three thousand plots for economically weaker section of
 the society, in the various townships, are being developed. The plots
 were allotted through open public lottery system at highly subsidized
 rates and easy interest free instalments. The rates were less than 10
 per cent of the market rate. More than 3000 affordable homes are being
 developed in projects in Uttar Pradesh and Rajasthan and it is also
 proposed to further add to above tally of dwelling units in the
 affordable housing category in the next few years.
 
 Senior Citizen Home
 
 A plot of 1000 sq mtrs was donated to establish a senior citizen''s home
 in Palam Vihar, Gurgaon. Free technical and engineering support was
 provided to build this home called Chiranjiv Karam Bhoomi. Several
 senior citizens are staying in this home which is being run by Divya
 Chaya Trust through Smt. Kusum Ansal and other members of the Trust.
 
 Promotion of Literature
 
 In order to encourage Hindi writers and literature, SAMVAD - a literary
 organization is being given support for over twenty five years now.
 Samvad provides an opportunity for creative writers where their
 literary works are discussed and analysed.
 
 Kusumanjali Foundation, a non profit making company is also promoting
 literary works of budding writes in Hindi and other regional languages.
 The Foundation has recently instituted an annual award titled
 Kusumanjali Sahitya Samaan to honor the creative writers under
 which it has felicitated the literary contribution of two eminent
 writers one each in Hindi and Tamil. Every year the Foundation will
 honor the literary works written in Hindi and other regional languages.
 
 Promotion of Religious and Spiritual Activities
 
 Ethics and principles which are deep rooted in the philosophy of
 spiritualism and religious inclinations, are valued.  Contributions are
 made to religious and spiritual activities. An extended portion of
 Chhattarpur Temple in Delhi has been built and it has been agreed that
 donation of three acres of land will be made to Akshardham Temple
 Management to build a complex in Megapolis project of the Company
 situated in Greater Noida. Donation of five acres of land has been made
 to ISKCON, where a spiritual learning centre and the construction of
 temple are already in progress.
 
 6.  SUBSIDIARY COMPANIES
 
 During the Financial year 2011-12, your Company has invested in the
 Equity shares of Ansal SEZ Projects Limited consequent upon which the
 said company and its one (1) wholly owned subsidiary (WOS), Haridham
 Colonizers Ltd have become the subsidiary and chain subsidiary of the
 Company, respectively. Apart from this, Ansal Hi-Tech Townships Limited
 (AHTL), which is subsidiary of the Company, has purchased the entire
 Equity shares of Twinkle Infra projects Private Limited, Sparkle
 Realtech Private Limited, Awadh Realtors Private Limited, Affluent
 Realtors Private Limited consequent upon which the said companies have
 become WOS of AHTL, thereby also become the chain subsidiaries of the
 Company. Moreover, three (3) WOSs of the Company, Star Estates
 Management Limited, Ansal API Power Limited and Ansal API Affordable
 Homes Limited have been de-subsidiarized during the year.
 
 Accordingly, as on the 31st March, 2012, the number of subsidiaries
 Of the Company has increased from forty eight (48) to fifty one (51).
 
 In terms of the General Circular No. 2/2011 dated the 8th February,
 2011 issued by the Ministry of Corporate Affairs (MCA), Government of
 India, a general exemption has been granted from attaching the accounts
 Of the subsidiaries companies with that of the holding company. As per
 the said Circular, the Central Government has directed that permission
 under the provisions of Section 212 of the Companies Act, 1956 shall
 not be required where the Board of Directors of the holding company
 gives its consent, and, other conditions are complied. These include
 (a) the preparation and circulating the consolidated audited accounts
 of holding company {i.e. consolidated with that of its subsidiary
 companies as well as joint venture companies} as per applicable
 accounting standards and listing agreement, (b) disclosure by the
 holding company of the information relating to the capital, reserves,
 total assets, total liabilities, details of investment, turnover,
 profit before tax, provision for taxation, profit after tax, proposed
 divided etc.  of each of the subsidiary companies with the consolidated
 balance sheet of the holding company, (c) undertaking by the holding
 company that annual accounts of its subsidiaries shall be made
 available to the shareholders of the holding & subsidiary companies
 seeking such information at any point of time, etc.
 
 Accordingly, with the consent of the Board and compliance with other
 relevant conditions, the balance sheets of the subsidiaries companies
 of the Company as on the 31st March, 2012 are not attached.
 
 The Statement pursuant to Section 212 of the Companies Act, 1956,
 containing the details of the fifty one (51) Subsidiary companies as on
 the 31st March, 2012, which includes three (3) WOS, four (4)
 subsidiaries and forty four (44) chain subsidiaries, is enclosed and
 marked as Annexure - A.
 
 The Annual Accounts of the aforesaid subsidiaries 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. The Company shall furnish a hard copy of the accounts of
 its subsidiary/ies to any member on demand.
 
 7.  CONSOLIDATED FINANCIAL STATEMENT
 
 The Consolidated Financial Statement, which forms a part of this Annual
 Report, has been prepared in accordance with principles and procedures
 set out in the Accounting Standard-21 on ''Consolidated Financial
 Statements'' and Accounting Standard-27 on ''Financial Reporting of
 Interest in Joint Ventures'', issued by the Central Government under
 Companies Accounting Standard Rules, 2006. These Statements have been
 prepared on the basis of financial statements received from fifty (50)
 subsidiaries {as mentioned in the above para} and six (6) joint venture
 companies.
 
 8.  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 your 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 the Report of
 Board of Directors) Rules, 1988, is given as follows:- 
 
                                                           (Rs. in lacs)
 
 SI. 
 No.  Particulars                         For the Year 
                                          ended           For the Year 
                                                          ended
                                          on the 31st
                                          March,2012      on the 31st
                                                          March,2011
 
 (i)  Expenditure in Foreign Currency
 
      Traveling expenses                      48.28         32.73 
 
      Payment to contractors/cost of lift    133.71         97.84 
 
      Professional Fee/Brokerage                  -        124.64 
 
      Advertisement                           12.85          3.75
 
      Architect Fee                          172.08        207.68 
 
      Membership Fee                           1.31          2.68
 
      Repair & Maintenance                     1.52             -  
 
      Refund to customers                      4.12             -
 
      Total                                  373.87        469.32
 
 (ii) Earnings in Foreign Currency
 
 Sale of Flats/Plots/Farms etc.  101.42 29.15
 
 C.  Amount due to Small-Scale Industries
 
 During the Financial Year 2011-12, an amount of Rs. 12.04 lacs is due
 to small scale industrial undertakings as on the 31st March, 2012,
 (previous year Rs. 13.53 lacs) and the same has also been disclosed in
 the financial statement.
 
 D.  Particulars of Employees
 
 During the year under review, 7 (seven) employees/directors were in
 receipt of remuneration of Rs. 60 lacs or more per annum or Rs. 5 lacs
 or more per month, if employed for a part of the year. In accordance
 with the provisions of Section 217(2A) of the Companies Act, 1956 and
 the Rules made thereunder, the names and other particulars of
 employees/ directors are set out in the annexure to the Directors
 Report as Annexure - B.
 
 9.  CORPORATE GOVERNANCE
 
 Your Company''s Corporate Governance philosophy stems from the belief
 that Corporate Governance is a key element in improving efficiency,
 transparency, accountability and growth as well as enhancing investor
 confidence.
 
 Your Company has continuously been endeavouring to infuse the
 philosophy of Corporate Governance in all its activities so as to
 conduct its affairs to ensure fairness to all stakeholders.
 
 As required:-
 
 a) A report on Corporate Governance together with a certificate
 received from Shri Vivek Arora, Company Secretaries, a Practicing
 Company Secretary confirming the compliance with the provisions of
 Corporate Governance as stipulated in Clause 49 of the Listing
 Agreement is given separately which forms part of this Report;
 
 b) Management''s Discussion and Analysis Report is also given separately
 and also forms part of this Report.
 
 10.  FIXED DEPOSITS
 
 As on the 31st March, 2012, fixed deposits stood at Rs. 100.21 crores
 as against Rs. 80.37 crores in the previous year.  Deposits amounting
 Rs. 12.80 Lacs (as on the 31st March, 2012) have not been claimed by
 the depositors. Since then deposits amounting to Rs. 5.28 lacs have
 been claimed during the current year. Depositors are being intimated
 regarding the maturity of deposit with a request to either renew or
 claim their matured deposit amounts. Your Company has a track record of
 extending constantly good services to its fixed deposit holders.
 Therefore, due and timely payments of deposits on maturity and interest
 thereon, in terms of the Company''s Deposit Schemes, is a continuing
 priority.
 
 11.  TRANSFER OF UNCLAIMED DEPOSITS I 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, the unclaimed dividends for the Financial Years 1994-1995
 to 2003-2004 and the interim dividend for the financial year 2004-2005
 and the unclaimed deposits for the Financial Years 1995-1996 to
 2004-2005 have been transferred to the said IEPF.
 
 12.  DIRECTORS 
 
 Resignation
 
 Subsequent to the end of financial year, Shri R. C. Kirloskar, a
 Non-Executive and a non-independent Director, has resigned from the
 Directorship of the Company w.e.f. the 16th May, 2012. The Board places
 on record its gratitude for the most invaluable contributions made by
 Shri R. C. Kirloskar during his long tenure on the Board of the
 Company.
 
 Appointment
 
 The Nomination Committee and the Board of Directors, at their
 respective meetings held on the 11th August, 2011, have recommended and
 approved the appointment of Dr. Prem Singh Rana, an Independent and
 Non-Executive Director, as an Additional Director of the Company, with
 effect from the said date. The matter of appointing him, as regular
 director, liable to retire by rotation has been approved by the
 shareholders at 44th Annual General Meeting of the Company held on the
 24th September, 2011.
 
 Re-appointment of Shri Vijay Jindal as Joint Managing Director
 
 Shri Vijay Jindal was appointed as an Additional Director by the Board
 of Directors {Board} at their meeting held on the 12th August, 2010.
 Further, he was also appointed as Joint Managing Director {JMD}of the
 Company for a period of two years, w.e.f. 12th August, 2010 on the
 recommendation of Nomination Committee, at the same Board meeting.
 Moreover, the remuneration of Shri Vijay Jindal had also been approved
 by the Compensation / Remuneration Committee. The appointment of Shri
 Vijay Jindal as a regular director, liable to retire by rotation, and,
 as JMD had been approved by the shareholders at their Annual General
 Meeting held on the 29th September, 2010.
 
 He, as a Director liable to retire by rotation, shall retire and being
 eligible offers himself for re-appointment as such Director, which forms
 part of this AGM Notice. Moreover, the tenure of his appointment as JMD
 shall expire on the 11th August, 2012.
 
 The Board of Director at their meeting held on the 09th August, 2012
 has approved the re-appointment and remuneration of Shri Vijay Jindal,
 as Joint Managing Director of the Company for a further period of five
 years w.e.f. the 12th August, 2012 to the 11th August, 2017 on
 recommendation of its Nomination and Compensation /Remuneration
 Committees at their respective meetings held on the same date.
 
 The matter of granting approval to his re-appointment as Joint Managing
 Director is also included in the Notice for this AGM.
 
 Retiring by rotation and re-appointment
 
 In accordance with the provisions of the Articles of Association and
 the Companies Act, 1956, Shri D. N. Davarand Shri Vijay Jindal,
 Directors of the Company are due to retire by rotation at the ensuing
 AGM. They are eligible for re-appointment and offer themselves for
 re-appointment. The matter of re-appointing them is included in the
 Notice of the45th Annual General Meeting.
 
 None of the Directors are disqualified from being
 appointed/re-appointed as Director in terms of Section 274(1) (g) of
 the Companies Act, 1956.
 
 13.  AUDITORS'' REPORT AND AUDITORS 
 
 Report
 
 The Notes to Accounts, forming part of Balance Sheet as at the 31st
 March, 2012 and Profit & Loss Account for the year ended on that date,
 referred to in the Auditors'' Report, are self explanatory. However, in
 terms of sub section {3} of Section 217 of the Companies Act, 1956 {the
 Act}, the Auditors'' Report on the Accounts for the year ended on the
 31st March,2012, wherein the Statutory Auditors have made certain
 observations/ qualifications, the Management''s responses are reportedly
 as under:
 
 i).  During the period under review the Company has not claimed any
 exemption under section 80 IA of the Income Tax Act, 1961. Exemption
 amounting to Rs. 3,448 lacs has been claimed upto the period ended
 March 31,2011 under section 80 lA of the Income Tax Act, 1961 being tax
 profits arising out of sale of Industrial Park units, pending the
 notification of the same by Central Board of Direct Taxes. Also the
 company has taken opinion from a senior counsel that its application
 satisfies all the conditions specified in the said Scheme of Industrial
 Park. Further the Company has submitted all the documents as desired by
 the referred authority during the period and the matter is pending with
 CBDT
 
 ii). During the period under review, the Company has transferred Trunk
 Infrastructure Assets in one of the Integrated Hi-Tech Township
 projects in Uttar Pradesh, to a wholly owned Infra Subsidiary Company
 on the basis of fair valuation by a certified valuer. The obligation of
 further development of Trunk Infrastructure, maintenance and charging
 for the same now lies with the subsidiary company. Resultant surplus of
 Rs. 70.06 crores on transfer of such Infrastructure Assets, being the
 difference between the book value and transfer value has been
 recognised during the year. Further, pursuant to AS-21 which deals with
 Consolidated Financial Statements, such surplus has been eliminated in
 the consolidated financial results on account of this intra-group
 transaction.
 
 iii).  The Auditors of the Company have drawn attention to the fact that
 the Company is carrying project inventory of Rs. 16833 lacs for Group
 Housing Project in Greater Noida. Due to downward trend in the market,
 the Greater Noida Industrial Development Authority (GNIDA) announced a
 Scheme whereby the developers have an option to accept project on a
 smaller piece of land equivalent to the amount paid and surrender
 balance project land subject to certain conditions. The management had
 applied to the Authority conveying its intention to develop the project
 under this Scheme and has got its approval. The matter is under
 consideration and appropriate adjustment will be made when the final
 decision has been taken by GNIDA.
 
 iv). With respect to comments of the Auditors on advances aggregating
 to Rs. 13707 lacs given to land owning companies/collaborators/others
 for purchase of land and comments on its recoverability/adjustment, the
 management is of the view that such advances are given in respect of
 ongoing transactions and are regarded as being in the normal course of
 business.
 
 v).  The Auditors of the company have drawn attention that the company
 has not considered borrowing costs to be incurred in future in general
 for determining the project revenues, project inventory and debtors.
 The management is of the view that the amount of this item cannot be
 determined at this stage.
 
 vi). The Company has, during the year ended March 31, 2010, changed its
 accounting policy in respect of accounting for certain costs in the
 nature of administration and selling costs by charging them off to
 Profit & Loss against the earlier policy of treating them as part of
 project cost for determining project inventory, revenue and debtors.
 The management is of the view that expenditure of such nature incurred
 in earlier years and considered as part of project inventories under
 Projects/ Contract work in progress upto 31st March, 2009 has been
 carried forward as such.
 
 vii).  With regard to the comments of the Auditors relating to Ansal
 Hi-tech Townships Ltd. (AHTL) which is a subsidiary, that the Company
 has given advances to group companies amounting to Rs. 5873 lacs, for
 purchase of land parcels for which agreements with and confirmations of
 these companies are available with the Company but in the absence of
 details of land purchased and financial position of concerned
 companies, they are unable to comment on these advances. These
 advances, in management view, are good and adequately covered in the
 normal course of business.
 
 viii). In the matter of a Petition filed by the erstwhile joint venture
 partner before the Hon''ble Company Law Board {CLB} u/s 397 and other
 applicable provisions of the Companies Act, 1956, further two
 Applications have been filed by them before the CLB on the 20th April,
 2012 praying, inter alia, for providing all the reports on valuation of
 assets of Ansal Colours Engineering SEZ Limited {Ansal Colours}, the
 subsidiary company, available with, among others, the Company, and, not
 to transfer shares of Ansal Colours, which are subject matter of the
 Petition, to the third parties during its pendency. These Applications
 and the Petition have been re-notified for arguments.
 
 Auditors
 
 The tenure of the Statutory Auditors M/s S. S. Kothari Mehta & Company,
 Chartered Accountant, having their office at 146-149 Tribhuvan Complex,
 Ishwar Nagar, Mathura Road, New Delhi-110065, comes to an end at the
 conclusion of this Annual General Meeting and is eligible for
 re-appointment. The Company has received a certificate from the
 Statutory Auditors to the effect that their appointment, if made, would
 be within the limit prescribed under Section 224 of the Companies Act,
 1956.
 
 The Board of your Company recommends their re-appointment.
 
 14.  LISTING INFORMATION
 
 Equity shares of your Company are listed on the National Stock Exchange
 of India Ltd. (NSE), Delhi Stock Exchange Association Ltd. (DSE)and
 Bombay Stock Exchange Ltd. (BSE).
 
 Listing fees for the Financial Year 2012-13 has been paid by the
 Company to all the Stock Exchanges (i.e. DSE, BSE& NSE) in time and no
 amount is outstanding.
 
 15.  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 Fairview of the state
 of affairs of the Company as at the end of the financial year on the
 31st March,2012, and of the profit 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.
 
 16.  ACKNOWLEDGMENT
 
 Your Directors would like to express their sincere appreciation and
 gratitude to:-
 
 - all the regulatory authorities including SEBI, Stock Exchanges,
 Ministry of Corporate Affairs, Registrar of Companies and the
 Depositories.
 
 - all the Bankers and Financial Institutions, the Central and State
 Governments as well as their respective Departments and Development
 Authorities in India and abroad connected with the business of the
 Company for their co-operation and continued support.
 
 - the members, depositors, suppliers, contractors and customers for
 the trust and confidence reposed by them in the Company.
 
 Your Directors also appreciate the hard work, competence, devoted
 teamwork and professionalism of the employees of the Company and its
 subsidiaries and the group, at all levels. The employees continue to
 remain the Company''s most valuable resources and their sustained hard
 work has enabled your Company to successfully meet the challenges
 during the year under review.
 
 Regd. Office:                        For and on behalf of the Board
 
 115, Ansal Bhawan
 
 16, Kasturba Gandhi Marg,
 
 New Delhi-110001                                      (Sushil Ansal)
 
                                                            Chairman
 
 Date: 09th August, 2012