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Anant Raj Ltd.

BSE: 515055 | NSE: ANANTRAJ |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE242C01024 | SECTOR: Construction - Real Estate

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Dear Members,

The Directors take pleasure in presenting their 33rd (Thirty Third)Annual Report on the business and operations of your Company together with the audited financial statements for the year ended March 31, 2018.

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

(Rs. in lakhs)

Standalone

Consolidated

For the year ended March 31, 2018

For the year ended March 31, 2017

For the year ended March 31, 2018

For the year ended March 31, 2017

Sales and other income

45596.94

44938.67

52931.62

49459.79

Profit before depreciation

7989.23

9757.05

10455.59

11495.17

Depreciation

1896.35

2008.03

2604.48

2738.56

Profit before Tax and after depreciation

6092.88

7749.02

7851.11

8756.61

Provision for taxation

1806.04

1724.90

1832.38

2072.99

Profit after tax

4286.84

6024.12

6018.73

6683.62

Share of profit of an associate (net of tax)

-

-

579.61

916.13

Minority interest

-

-

174.00

107.53

Net Profit available for appropriation

4286.84

6024.12

6772.34

7707.28

Appropriations:

Proposed dividend

708.23

708.23

708.23

708.23

Dividend Tax

145.58

144.18

144.18

144.18

Transfer to debenture redemption reserve

-

-

-

-

Earnings per Share [equity share of Rs. 2]

- Basic earnings per share (in Rs.)

1.46

2.05

2.30

2.62

- Diluted earnings per share (in Rs.)

1.46

2.05

2.30

2.62

Dividend per share (in Rs.)

0.24

0.24

0.24

0.24

Notes: - The above figures are extracted from the standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS).

2. OPERATIONS REVIEW AND THE STATE OF COMPANY’S AFFAIRS

A. Operational and Financial Overview

The Company and its group is engaged in the business of construction and development of Residential, Commercial, Hospitality projects and IT Parks.

The Company during the current financial year would focus on the Construction and Development of residential projects in addition to the pending ongoing IT and Commercial Projects. The focus on value accretive and risk efficient project would strengthen the generation and sustainability of revenues in the years to come.

Your Company, during the year under review, despite the cyclic downturn/ recessionary conditions prevalent in the sector, has posted Standalone Net Profit After tax of Rs. 4286.84 lakhs as compared to Rs. 6024.12 lakhs during the previous year.

Your Company, during the year under review, has posted Consolidated Net Profit after tax of Rs. 6772.34 lakhs as compared to Rs. 7707.28 lakhs during the previous year.

B. Future prospects and outlook of the Company

The implementation of Real Estate (Regulation & Development Act) from 1st May, 2017 has completely changed the dynamics of the real estate sector in India. With increased focus on compliances and transparency, RERA has brought clarity for home buyers and developers of the projects. Real Estate Investment Trusts (REITs), on the other hand also have a positive impact on the real estate industry facilitating investors to directly invest in income generating real estate.

Another significant move adopted by the Government was the rollout of Goods and Services Tax (GST) on 1st July, 2017. GST has instilled transparency and streamlined the taxation structure. Though the initial implementation of GST created disruptions in the business environment, it is likely to benefit the real estate industry in the long run. It will benefit the buyers with lower prices and ensure smooth flow of credit. The demonetization drive has ushered in a cleaner and transparent real estate sector with the elimination of black money in the economy. The rising disposable income, lower interest rates and rapid urbanization are all expected to strengthen the outlook of the real estate industry. Besides, government thrust on affordable housing and infrastructure development will unleash new growth opportunities for the realty sector. Improved transparency and governance will boost consumer confidence.

Your Company believes it has the right mix of execution capabilities, diversified and full-paid low cost land bank, expertise in low cost and affordable housing, rental assets as well as residential projects where construction is in full swing. The outlook for the Company remains positive and promising.

Rental and Services Receipts

The consolidated Rental and Services Receipts of your Company, during the period under review were Rs. 5878.96 lakhs as compared to Rs. 6223.40.

OPERATIONS

a) Residential:

Your Company’s main focus is on the development of the Company’s show case project Anant Raj Estate at Sector 63A, in south Gurugram, of around 160 acres with a total developable area of approx. 6 million sq. ft.

The project titled as Anant Raj Estate, comprises of construction & development of Luxury Villas, Plots, Residential Flats, Commercial and Office Complexes and Independent Floors. The Company has received a good response for the projects. The Company had commenced construction and development of the project and has completed the first phase of the project. The “Anant Raj Estate Project” alone is expected to add Rs. 5,000 Crores to the Company total revenues. The Company has acquired Land in the same sector and has made necessary applications for licenses with the Authority. The saleable area, upon approval of Licenses, would increase.

The construction and development of our prestigious residential projects namely “MACEO” at Sector-91, Gurgaon, is in progress and the Company intends to complete and deliver the same in year 2018-2019.

The Company has already successfully completed its low cost housing project named as “Ashray” at Neemrana, Rajasthan and handed over the 2600 units to the buyers. Further the company plans to undertake low cost housing projects in the states of Rajasthan and Andhra Pradesh.

b) Commercial:

The “Moments Mall” at Kirti Nagar, New Delhi, being run through wholly owned subsidiary of the Company, namely Anant Raj Projects Limited is operational and generating revenues.

c) IT Parks

Your Company has developed first phase of IT Park with developable area of 0.6 mn. sq. ft. at Panchkula, Haryana, through a subsidiary of the Company, namely Rolling Construction Private Limited and has started generating revenues. The Company would undertake to develop the second phase of the IT Park with developable area of 0.6 mn. sq. ft. after the property constructed in first phase is let out.

Your Company has already completed its IT Park situated at Manesar, which is operational and generating revenues.

Your Company has completed its first phase of IT SEZ Project involving 2.1 million sq. ft. at Rai, Sonepat, Haryana.

d) Hospitality

Your Company’s Hotel Projects namely Hotel Mapple Emerald, Hotel Parkland Retreat and Belmond Hotel & Resort all are operational and generating revenues.

3. IND AS STANDARDS

Your Company had adopted IND AS with effect from 1st April, 2016 pursuant to the notification dated February 15, 2015 under Section 133 of the Companies Act, 2013 issued by the Ministry of Corporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP.

Note No. 2 to the financial statement provides further explanation on the transition the IND AS

4. GOODS AND SERVICE TAX (GST)

Goods and Service Tax (GST) came into effect from July 1, 2017 through the implementation of one Hundred and first amendment of the Constitution of India. The tax replaced existing multiple cascading taxes levied by the Central and State Governments.

Your Company has successfully implemented and migrated to GST followed by the changes across various departments/ operations of the Company.

5. TRANSFER TO RESERVES

Transfer to Surplus from statements of Profit and Loss Account

Your Company has transferred a sum of Rs. 4286.84 lakhs to the Surplus for the financial year ended March 31, 2018.

6. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Provisions of Section 124 of the Companies Act,2013 (“the Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”) the dividend which remains unclaimed/unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The Company had accordingly transferred sum of Rs. 716,991/- ( Rupees Seven Lakhs Sixteen thousand Nine Hundred Ninety One) in the unpaid / unclaimed dividend for the year 2009-10 to the Investor Education and Protection Fund (IEPF) established by the Central Government

Further according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven (7) consecutive years or more shall also be transferred to the dematerialized account created by the IEPF Authority.

Further, in compliance with the provisions laid down in IEPF Rules, the Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven (7) consecutive years or more.

Accordingly, the company had transferred all corresponding shares for the financial year upto March 31,2010 on which dividend remained unclaimed for a period of seven (7) years , to the Demat Account of the IEPF. It may please be noted that no claim shall lie against the Company in respect of share (s) transferred to IEPF pursuant to the said Rules.

Members/claimants whose shares, unclaimed dividends, have been transferred to the IEPF Demat account of the fund, as the case may be, may claim the shares or apply for refund by making an application to IEPF Authority in form I EPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by IEPF authority from time to time. The Rules and form IEPF-5,as prescribed, for claiming back the shares, are available on the website of the IEPF ,i.e on www.iepf.gov.in.

The member/claimant can file only one consolidated claim in a financial year as per the IEPF rules.

The members who have not claimed the dividends declared for the financial year ended 31.03.2011 have been notified to lodge their claim on or before August 25, 2018. In case valid claim is not received by that date, the company will proceed to transfer the dividend to the IEPF Account in terms of the IEPF Rules.

Further all the shareholders who have not claimed their dividends in the last seven (7) consecutive years were notified to claim the same by August 25,2018. In case valid is not received by that date, the company will proceed to transfer the respective shares to the IEPF account in terms of the IEPF Rules. In this regard, the company has individually informed the shareholders concerned and also published notice in the newspapers as per the IEPF Rules. It may please be noted that no claim shall lie against the company once such share (s)/dividend transferred to IEPF demat account, pursuant to the said rules.

The statement containing details of Name, Address, Folio number, Demat account No. and number of shares due for transfer to IEPF demat account is made available on our website www.anantrajlimited.com.

The Shareholders are encouraged to verify their records and claim their dividends of the preceding seven years, if not claimed.

7) DIVIDEND

The Board of Directors of your Company, subject to approval of shareholders at the ensuing Annual General Meeting, has recommended a dividend @ 12% (‘ 0.24 per equity share of Rs. 2/- each) for the year ended March 31, 2018. The cash outflow on account of dividend will be Rs. 708.23 lakhs and corporate dividend tax would be Rs. 145.58 lakhs.

8) SHARE CAPITAL

The paid-up share capital as on March 31, 2018 was Rs. 59,01,92,670 divided into 29,50,96,335 equity shares of Rs. 2/- each. During the year under review, the Company has neither issued shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.

9) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company’s Board of Directors as on 31st March 2018 consisted of Six (6) Directors with an optimum combination of Executive and Non-Executive Directors. Out of the six (6) Directors, Four (4) are non-executive directors (including three (3) independent directors) and two (2) executive Directors.

Sh. Anil sarin is the Managing Director of the Company. He has been reappointed as Managing Director of the Company w.e.f 30.12.2017 for a period of five years by the members of the Company at the Annual General Meeting held on 29th September 2017. Sh. Amit sarin is the Whole Time Director and CEO of the Company. The other four members are Sh. Ashok Sarin, Non-Executive Director (Chairman) of the Company and Sh. Brajindar Mohan Singh, Sh. Ambarish Chatterjee and Sh. Maneesh Gupta are the Non-Executive Independent Directors of the Company.

During the period under review , none of the Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

Appointments(s)

The Board of the Director on the recommendation of the Nomination and Remuneration Committee at its meeting held on 1st June 2018 has appointed Mr. Amar Sarin and Mrs. Chanda Sachdev as Non-Executive Additional Directors of the Company. They will hold office upto the date of ensuing Annual General Meeting and being eligible have offered themselves for appointment.

Further Ms. Sushmaa Chhabra (DIN: 01727941) was appointed as an Additional Director designated as Independent Woman Director of the Company for the term of five years with effect from 01st June, 2018 by the Board of Directors. In terms of Section 161 of Companies Act, 2013, Ms. Sushmaa Chhabra holds office upto the date of this Annual General Meeting but is eligible for the appointment as a Independent Director.

The Company has received a declaration from her to the effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The Brief profiles of the Directors along with the disclosures required pursuant to SEBI listing regulations and the Act are given in the Notice of AGM.

None of the Directors of your Company is disqualified under the provisions of Section 164 (2)(a) and (b) of the Companies Act,2013.

Re-appointments

In accordance with the provisions of Section 152 of the Companies Act, 2013 and 120 Article of Association read with Companies (Appointment and Qualification of Directors) Rules, 2014 Sh. Ashok Sarin (DIN: 00016199) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Further , According to the amendments in SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, which shall be effective from the date of April 1, 2019 a person who has attained the age of seventy five years can continue as a Director in a listed company as a Non Executive Director only after the concerned listed company has taken the approval of its shareholders by way of a Special Resolution.

Since , Shri. Ashok Sarin has already attained the age of seventy five years he would be able to continue his directorship in the company after the abovementioned effective date of amendment of SEBI (LODR) Regulations, only if the company obtains the approval of its Members by way of a Special Resolution. Resolution for the said appointment would forms part of the Notice of the 33rd Annual General Meeting of the Company.

Cessation

Mrs. Priya Singh Aggarwal due to Personal Reasons, has resigned as Independent Director of the Company w.e.f. 20th March, 2018. The Board of Directors place on record her appreciation for the valuable contribution made during her tenure as Director of the Company.

KEY MANAGERIAL PERSONNEL

As per the requirement under the provisions of Section 203 of the Companies Act,2013 the Board of Directors noted that Sh. Anil Sarin (DIN:00016152)- Managing Director, Sh. Amit Sarin(00015837)- Whole Time Director & CEO, Mr. Manoj Pahwa-Company secretary are the Key managerial personnel of the Company as on the date of this Board’s Report

Further, your Company couldn’t appoint the chief financial officer, as the board and the nomination and remuneration committee is still under the process of selecting the appropriate personnel for such prestigious and responsible post.

10) SCHEME OF ARRANGEMENT

As you are aware that the Board of Directors of your Company at its meetings held on July 19, 2016 have approved the composite Scheme of arrangement between Anant Raj Ltd (ARL), Anant Raj Agencies Pvt Ltd (ARAPL), Tauras Promoters and Developers Pvt Ltd (TPDPL) and Anant Raj Global Ltd (ARGL) and further on July 30, 2016 and October 27 2016 has approved minor modification in the said scheme.As per the composite scheme of arrangement, the Appointed date was 01st April, 2016.

The Company’s application on composite scheme of arrangement provided that the Demerger of Real Estate Division of Anant Raj Agencies Private Limited (ARAPL/ Demerged Company 1/Amalgamating Company) into Tauras Promoters & Developers Private Limited (TPDPL/ Resulting Company 1) and subsequent amalgamation of remaining ARAPL with the Company and Demerger of Project Division of the Company into Anant Raj Global Limited (ARGL/ Resulting Company 2) (a WOS of the Company)

The Stock Exchanges (BSE and NSE) had given No Objection Certificate (NOC) to the Company in this regard.

The Members are informed that the Company had filed an application in respect of scheme of arrangement before the Hon’ble High Court of Punjab &Haryana at Chandigarh and on coming into force of Rule 3 of the Companies (Transfer of Pending Proceedings) Rules, 2016, the application was transferred to National Company Law Tribunal (NCLT), Chandigarh Bench.

The application was heard by the Hon’ble National Company Law Tribunal (NCLT), Chandigarh Bench and NCLT vide its order dated May 31, 2017, which issued directions for Convening of the meetings of Equity Shareholder / Secured / Unsecured Creditors of the Companies respectively, under the supervision of the Chairman appointed by NCLT, on July 29, 2017 & July 30, 2017. The meetings were duly convened as per the instructions and directions stated in the order.

The Hon’ble NCLT, Chandigarh vide its order dated 27th September, 2017 has noted that as per the report of Chairperson, Resolution in the meeting of secured creditors failed and hence the said Petition was rendered infructuous. However, the Court stated that the Company was at liberty to file fresh petition/application.

In this background, the board has constituted a Committee comprised of two directors, Shri Amit Sarin and Shri Amar Sarin to examine all relevant aspects of the processes of this internal reorganization and make suitable recommendation to the Board. Further, this Committee has also been empowered to appoint consultants, Corporate Professionals and other consultants / agencies to formulate scheme, carry valuation etc.

Hence, your company is in the process of finalizing the fresh scheme of arrangement.

11) CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there has been no change in the nature of business.

12) MATERIAL CHANGE AND COMMITMENT

There has been no material Change and Commitment affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

13) CREDIT RATING

The Credit rating agency, Small and Medium Enterprises Rating Agency (SMERA) had assigned the credit rating SMERA BBB (Triple B )’ to the Company for its long term bank facilities.

14) LISTING OF SHARES

The Company’s equity shares are listed with BSE Limited and National Stock Exchange of India Limited. The annual listing fee for the year 2018-19, for the both stock Exchanges, has been paid.

15) FIXED DEPOSITS

During the year under review, your Company has neither accepted nor renewed any fixed deposits from the public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

16) INSURANCE

The Company’s properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks.

17) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees or Investments, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meeting of the Board and its Power) Rules, 2014 are given in the Financial Statements of the Company for the Financial Year ended March 31, 2018.(Please refer to Note Nos. 05, 06 and 44 of the Standalone Financial Statements for the financial year ended on March 31, 2018).

18) PARTICULARS OF LOANS/ADVANCES INVESTMENTS AS REQUIRED UNDER THE LISTING REGULATIONS:

The details of related party disclosures with respect to loans/advances/investments/at the year end and maximum outstanding amount thereof during the year, as required under (Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company. (Please refer to Note Nos. 05, 06 and 44 of the Standalone Financial Statements for the financial year ended on March 31, 2018)

19) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, The Hon’ble NCLT, Chandigarh vide its order dated 27th September, 2017 has noted that as per the report of Chairperson, the meeting of secured creditors failed and hence the said Petition was rendered anfractuous. However, the Court stated that the Company was at liberty to file fresh petition/application.

The abovementioned Order has not impacted the going concern status and the Company’s operations in future.

20) RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

During the financial year ended March 31st, 2018, all the contracts or arrangements or transactions that were entered into with related party as defined under the Companies Act, 2013, and Regulation 23 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were on an arm’s length basis and were in the ordinary course of business. However, pursuant to Regulation 23(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee was sought for entering into related party transactions.

Further, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Thus, disclosure in form AOC-2 is not required. The Related Party Transactions Policy approved by the Board is available on the website of the Company i.e www.anantrajlimited.com

The Board has formulated policy on dealing with Related Party Transactions and it may be accessed at the web-link:

http://www.nseprimeir.com/z_ANANTRAJ/files/policy%20on%20related%20party%20transactions.pdf

Your Directors draw attention of the Members to Note No. 44 of the Financial Statements which sets out disclosures on related parties and transactions entered into with them during the Financial Year under review.

21) RISK MANAGEMENT POLICY

In Compliance with the requirement of the Companies Act, 2013, your Company has put in place Risk Minimization and Assessment Procedure. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.

The main objective of the policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decision on risk related issues.

The Board has formulated policy on Risk Management and the same may be accessed at the web-link: http:// www.nseprimeir.com/z_ANANTRAJ/files/risk%20 management%20policy.pdf.

22) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance to Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Our Company has established a “Vigil Mechanism” for its Employees and Directors, enabling them to report any concerns of unethical behaviour, suspected fraud or violation of the Company’s code of conduct.

To this effect the Board has adopted a “Whistle Blower Policy” (WBP), which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other shareholders have direct access to the chairman of the Audit Committee for lodging concern if any, for review.

The Board has formulated policy on Whistle Blower and the same may be accessed at the web-l ink http://www. nseprimeir.com/z_ANANTRAJ/files/Anantraj_whistle_ blower_policy.pdf.

23) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Information relating to conservation of energy, technology absorption and foreign Exchange Earning and outgo, pursuant to section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is enclosed as ‘Annexure-I’, and forms part of this Report.

24) HUMAN RESOURCES AND EMPLOYEE RELATIONS

In terms of the provision of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, a statement showing the names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits set out in the said rules is enclosed as ‘Annexure-II’ and forms part of this Report.

Further, there was no employee in the company who was in receipt of the remuneration in excess of managing director, whole Time Director and held not less than two percent of paid up equity capital of the company whether by himself or along with his spouse and dependent children.

There is an ongoing emphasis on building a progressive Human Resources culture within the Organisation. Structured initiatives to nurture talent and create working environment that fosters motivation, team-work and result orientation continue to the addressed.

Employee strength as on March 31, 2018 was 355 as compared to 309 in the Previous Year.

25) MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 enclosed as ‘Annexure-III’ and forming part of this Report.

26) COMMITTEES OF BOARD

(i) Audit Committee

In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company has in place Audit Committee of Board of Directors, with Sh. Ambarish Chatterjee as Chairman, Shri Ashok Sarin, Shri Brajindar Mohan Singh & Shri Maneesh Gupta as members.

The terms of reference of Audit Committee are confined to new Companies Act 2013 & Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Part-C of Schedule II.

The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.

(ii) Stakeholder’s Relationship Committee

The Company has also formed Stakeholder’s Relationship Committee and Share Transfer Committee in compliance to the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015. The details about the composition of the said committees of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this report.

(iii) Share Transfer Committee

The Company has also formed Share Transfer Committee in compliance to the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015. The details about the composition of the said committees of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this report.

(iv) Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 (‘Act’) read with Companies (Meeting of the Board and its Power) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The details of the composition of the committee along with other details are available in the Corporate Governance which is forms part of this Annual Report.

The details of the Remuneration Policy are given as ‘Annexure-IV’ which forms part of this Report.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.

(v) Corporate Social Responsibility (CSR) Committee

In terms of section 135 of the Companies Act, 2013 and rule framed thereunder, the Company has constituted a Corporate Social Responsibility (CSR) Committee to recommend and monitor expenditure on CSR. The CSR Committee comprises of Shri Brajindar Mohan Singh as Chairman and Shri Anil Sarin and Shri Amit Sarin as members.

Based on the recommendations of the CSR Committee, the Company has laid down a CSR policy, which is displayed on the website of the Company. It can be accessed at the web-link at http://www.nseprimeir. com/z_ANANTRAJ/files/AN ANTRAJ_CSR_ Policy_13082014.pdf

The Company is committed to Corporate Social Responsibility.The Company during the year ended March 31, 2018, required to spend 2% of the average net profit of the Company for three immediately preceding financial years i.e. Rs. 208.46 lakhs. During the year under review, your Company as part of its CSR initiatives has spent an amount aggregating to Rs. 212.29 lakhs on the projects covered under the CSR Policy of the Company. The Company would continue its search for identifying projects which are deserving and genuine and would strive to achieve the CSR objectives. The Board ensures that cumulative unspent amount for the last years would be spent on genuine projects, in the years to come.

The company would continue its search for identifying deserving project to achieve its CSR objective set out in its policy. The details of the CSR Activities are given as ‘Annexure- V’which forms part of this Report.

(vi) Demerger Committee:

The board has constituted a Demerger Committee comprising of two directors, Shri Amit Sarin and Shri Amar Sarin to examine all relevant aspects of the processes of this internal restructuruing and make suitable recommendation to the Board. Further, this Committee has also been empowered to appoint consultants, Corporate Professionals and other consultants / agencies to formulate scheme, carry valuation etc.

(vii) Finance and Investment Committee

The Company has constituted the Finance and Investment Committee to monitor, consider and approve the matters relating to borrowing of funds from banks, financial institutions etc. The committee is further authorised to approve Investments of Company. The details of this committee are given on Corporate Governance Report which forms part of this report.

27) DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Financial Statements for the financial year ended March 31, 2018:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors had prepared annual accounts/ financial statements on a going concern basis; and

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28) MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report is annexed and forms part of this Annual Report.

29) CORPORATE GOVERNANCE REPORT

As per the requirement of Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a report on Corporate Governance is annexed, which forms part of this Annual Report. A certificate from Auditors confirming compliance with the conditions of the Corporate Governance is also annexed hereto.

30) PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aim to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

There were no complaint received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on March 31, 2018.

31) EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 134 (3) (a) of the Companies Act,2013 the Extract of Annual Return, for the Financial Year ended March 31, 2018, made under provisions of section 92 (3) of the Companies Act, 2013, read with rules 12 of the Companies (Management and Administration) Rules,2014, is attached as “Annexure-VI” which forms part of this Board’s Report.

32) SUBSIDIARIESAND GROUP COMPANIES

Your Company has 73(Seventy Three) wholly owned subsidiaries, 19(Nineteen) step down subsidiaries and 3 (Three) companies in which the Company holds more than 50% of the total equity shareholding.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, the Company has acquired 26% of its holding in Anant Raj Projects Limited from its Joint Venture Partner Leela Trading Company. Apart from this, Company also acquired the 15% of equity in Park View Promoters Private Limited and 20% of equity in Park Land Developers Private Limited and High Land Meadows Private Limited. Hence after acquisition of equity share, these companies have become wholly owned Subsidiaries of Anant Raj Limited. Apart from above, there are no subsidiary/ Associate Companies as per the provision of Companies Act, 2013, which have become or ceased during the year under review.

The Company has laid down policy on Material subsidiary and the same is placed on the website of the Company. The said policy may be accessed at the following weblink:http:// www.nseprimeir.com/z_ANANTRAJ/files/POLICY%20 FOR%20DETERMINING%20MATERIAL%20 SUBSIDIARIES.pdf. None of the subsidiaries fall within the meaning of “Material Non-listed Indian Subsidiary” as defined in the policy adopted by the Company.

33) CONSOLIDATED FINANCIAL STATEMENTS

The consolidated Financial Statements of your company for the Financial Year 2017-18 have been prepared in accordance with the principles and procedures of Indian Accounting Standards 110 (Ind AS) as notified under the Companies (Ind As) Rules, 2015 as specified under section 133 of the Companies Act, 2013 (“the Act”).In compliance to Section 129 of the Act read rules made thereunder, Consolidated Financial Statements prepared on the basis of audited financial statements received from subsidiary/ associate companies as approved by their respective Boards forms part of this report.

In compliance with section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, statement containing the salient features of the financial statements of the subsidiaries, joint ventures and associate companies of the Company in form AOC-1 which forms part of the notes to the financial statements,

Pursuant to the provision of section 136 of the Act, the financial statements, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company i.e. www.anantrajlimited.com.

34) DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All the Independent Directors have given a declaration under section 149(7) of the Companies Act, 2013 they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

35) BOARD AND COMMITTEE MEETINGS

The Company has convened Four (4) meetings of the Board of Director during the Financial Year 2017-18. The Meetings were held on May 30, 2017, August 8, 2017 November 14, 2017 and February 12, 2017 (Adjourned to February 14, 2017), the gap between any two consecutive meetings was within the period as prescribed under Section 173 of the Company Act, 2013. Details of the Board and committees meetings are given in the Corporate Governance Report annexed herewith for the Financial Year ended March 31, 2018.

The Board meeting dates were finalised in consultation with all directors and agenda papers backed up by comprehensive notes and details background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decision. The Board is also apprised about the important developments in industry, segments, business operations, marketing, products etc.

36) INDEPENDENT DIRECTOR’S FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements), Requirements, 2015, yours Company had adopted a familiarisation programme for independent directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management, CSR activities etc.

Your company aims to provide its independence Directors, insight into the Company enabling them to contribute effectively.The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

The details of familiarisation program may be accessed on the Company’s website www.anantrajlimited.com.

37) EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

As required under Section 134 (p) of the Companies Act, 2013, and regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its Committees and the performance of Independent Directors.

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the directors on the Board as a whole, Committees and self -evaluation.

As required under Regulation 17(10) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board assessed the performance of the Independent Directors, individually and collectively as per the criteria laid down and on an overall assessment, the performance of independent directors was found noteworthy. The Board has therefore recommended the continuance of independent directors on the Board of the Company. Each of the Directors had evaluated the performance of the individual directors on the parameters such as qualification, knowledge, experience, Initiative, attendance, concerns for the stakeholders, leadership, team work attributes, effective interaction, Independent views and Judgement.

The Board of Directors have assessed performance of the Board as a whole and committees of the company based on the parameters which amongst other included Structure of the Board, including qualifications, experience and competency of Directors, diversity of Board and process of appointment; Meetings of Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes; functions of Board, including strategy and performance evaluation, corporate culture and value, evaluation of risks, succession plan, focus on the shareholders’ value creation, effectiveness of Board processes, governance and compliance and meaning full communication, high governance standard, knowledge of business, openness of discussion/integrity and information and functioning and quality of relationship between the Board and management.

The members of the audit committee, nomination & remuneration committee, stakeholder’s relationship committee and Corporate Social Responsibility committee were also assessed on the above parameters and also in the context of the Committee’s effectiveness vis-a-vis the Companies Act and Listing Regulations.

The Criteria for evaluation of the Committee of Board included mandate and composition, effectiveness of the Committee, Structure of the Committee, regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information, independence of committee form the Board, contribution to decisions of the Board, and quality of relationship of the Committee with the Board and Management.

Further, as required under Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate meeting of the independent directors was convened, whereat Independent Directors had evaluated the performance of the non- independent directors and the Board as a whole as parameters as enumerated above. They also reviewed performance of the chairman of the Company on the parameters such as effectiveness of leadership and ability to steer the meeting, impartiality, commitment and ability to keep shareholders’ interest in mind and also assessed the quality and timeline of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The nomination and remuneration Committee & Audit Committee has also reviewed and considered the collective feedback of the whole of evaluation process.

38) INTERNAL FINANCIAL CONTROLS

The Company has in place an established internal financial control system to ensure the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operation information, compliance of various internal control and other regulatory/statutory compliances. All internal audit findings and control systems are periodically reviewed by the Audit committee of the Board of Directors, which provides by the Audit Committee of the Board of Directors which provides strategic guidance on internal control.

The Company has further strengthened its internal financial control policies and procedures to make them commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company. During the year under review, these controls were tested and no significant weakness was identified either in the design or operation of the controls.

39) GREEN INITIATIVES

Electronic copies of the Annual Report 2017-18 and the Notice of the 33rd Annual General Meeting are sent to all members whose email addresses are registered with the Company/RTA. For members who have not registered their email addresses, physical copies are sent in the permitted mode.

40) AUDITORS

i) Statutory Auditors and their Report

In Compliance with the provisions of Sections 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,2014 (including any statutory modification (s) / re-enactment (s)/ amendment(s) thereof, for the time being in the force), M/s Vinod Kumar Bindal & Co., Chartered Accountant (Firm Registration No. 003820N), were appointed as statutory auditors for a period of five consecutive years commencing from the conclusion of 32nd AGM (Annual General Meeting) held on 29th September 2017 till the conclusion of 37th AGM subject to the ratification at the Annual General Meeting in each of the subsequent years during the aforementioned term of their appointment.

However, with the Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs(‘MCA’), the first proviso to section 139 (1) of the Companies Act,2013 pertaining to the requirement of annual ratification of appointment of Auditors by Members is omitted.

Accordingly, M/s Vinod Kumar Bindal & Co., Chartered Accountants (Firm Registration No. 003820N) have furnished a certificate of their eligibility under Section 139 and 141 of the Companies Act, 2013 and the Rules framed thereunder for the appointment as Auditors of the Company. Also as required under Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The auditor report given by M/s Vinod Kumar Bindal & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements of the Company for the year ended 31st March 2018, forms part of the Annual Report. There has been no qualification, reservation or adverse remarks or any Disclaimer in their report.

REPORTING OF FRAUDS:

Pursuant to the provision of Section 143 (12) of the Companies Act, 2013 and Rules frame thereunder, that there have been no instance of fraud reported by the Auditors either to the Company or to the Central Government.

As such there is nothing to report by the Board under section 134(3)(ca) of the Companies Act, 2013.

ii) COST AUDITORS AND COST AUDIT REPORT

M/s Yogesh Gupta & Associates (Firm Registration NO. 000373) was appointed as the Cost Auditor were appointed to conduct the cost audit for the year ended 31st March, 2018.

The cost audit report issued by the Cost auditor (M/s Kabra & Associates) for the financial year ended 31st March 2017 was filed with the Registrar of Companies vide form CRA-4.

iii) SECRETARIAL AUDITORS AND SECRETARIAL REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Shambhu J. Bhikadia, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2018, is annexed herewith as “Annexure-VII”.

Explanation to the observations in secretarial audit report:

The Secretarial audit report for the year 2017-18 contains an observations regarding non-appointment of Key Managerial Personnel (Chief Financial Officer). In this regard, the board wish to submit, nomination and remuneration committee is still under the process of selecting the appropriate personnel for such prestigious and responsible post

iv) INTERNAL AUDITORS

The Board of Directors of your Company appointed M/s G.K Choksi & Co. Chartered Accountants as the Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for Financial Year 2017-2018 and the reports on periodical basis submitted were place before the audit committee and Board of Directors.

41) Following policies are also ADOPTED BY THE BOARD AND ARE LINKED WITH THE WEBSITE OF COMPANT AT WWW. ANANTRAJLIMITED.COM

1. Archival Policy on Preservation of Documents of the Company. URL for the same is :http://www.nseprimeir. com/z_ANANTRAJ/Files/Archive_Policy.pdf

2. Policy on determination of materiality of the events/ information for making disclosure by the Company.

URL for the same is: http://www.nseprimeir.com/z_ ANANTRAJ/Files/disclosure_Policy.pdf\

3. Policy on preservation of records. The same may be assessed at http://www.nseprimeir.com/z_ ANANTRAJ/Files/Policy _on _Preservation _of_ Records.pdf

4. Policy on determination of material subsidiary. The same may be assessed at http://www.nseprimeir.com/z_ANANTRAJ/Files/Policy%20 for%20DETERMINING%20MATERIAL%20 SUBSIDIARIES.PDF_on _Preservation _of_ Records.pdf

5. Policy on code of conduct for the Board of Director and senior management personnel.

6. Policy on code of practices and procedures for fair disclosure of insider trading.

42) COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India during the period under review.

43) GENERAL

Your Directors state that no disclosure or reporting is respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the assistance, help and guidance provided to the Company by the Bankers, Financial Institution(s) and Authorities of Central and State Government(s) from time to time. The Directors also place on record their gratitude to employees and shareholders of the Company for their continued support and confidence reposed in the management of the Company.

By order of the Board of Directors

For Anant Raj Limited

Sd/-

Ashok Sarin

Place: New Delhi (DIN: 00016199)

Date: June 1, 2018 Chairman

Director’s Report