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Directors Report of D B Realty Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 8th Annual Report on the business and operations of the Company along with the audited accounts for the financial year ended 31st March, 2014.

Financial Highlights

Particulars Standalone F.Y.2013-14 F.Y.2012-13

Gross sales and other receipts 195,670,762 524,317,816 EBIDTA 47,688,897 183,581,266 Interest and Finance Charges 343,083,344 180,833,853 Depreciation and amortization 41,609,556 34,290,149 Operating Profit (337,004,003) (31,542,736) Prior year items (12,439,677) - Provision for Tax 46,738,561 (28,561,344) Prior period tax Adjustment 15,000,000 (6,000,000) Less: Minority Interest - - Add: Share of Profit/(Loss) in - - Associates (Net) Profit after taxation (398,742,564) 3,018,608 Balance brought forward 7,886,170,374 7,883,151,766 Adjustment of Associate converted - - to subsidiary Adjustment for Joint Venture profit - - Amount available for appropriation 7,474,988,133 7,886,170,374 Balance carried to Balance Sheet 7,474,988,133 7,886,170,374 Net Worth 33,750,866,1451 34,162,048,386

Particulars Consolidated F.Y.2013-14 F.Y.2012-13

Gross sales and other receipts 3,468,750,912 3,674,454,862 EBIDTA (239,948,295) 252,117,735 Interest and Finance Charges 378,343,037 181,282,103 Depreciation and amortization 82,516,180 139,792,371 Operating Profit 220,910,922 (68,956,739) Prior year items – – Provision for Tax 58,926,104 (61,217,974) Prior period tax Adjustment – – Less: Minority Interest (12,455,044) 56,433,968 Add: Share of Profit/(Loss) in (34,045,835) (15,225,772) Associates (Net) Profit after taxation 115,483,939 33,469,432 Balance brought forward 7,304,847,968 7,155,252,911 Adjustment of Associate converted – 116,125,625 to subsidiary Adjustment for Joint Venture profit (59,321) – Amount available for appropriation 7,420,272,586 7,304,847,968 Balance carried to Balance Sheet 7,420,272,586 7,304,847,968 Net Worth 34,109,650,958 33,994,225,980

Business Initiatives

The "Orchid Woods" project at Goregaon (East), is awaiting the Occupation Certificate and in the meanwhile, handing over only for fit out is in progress. Handing over of possession in the Project "Orchid Suburbia" at Kandivali, Mumbai has been almost completed. The other ongoing project viz. high end residential project, "Orchid Heights" at Mahalakshmi, is being implemented in accordance with the revised plans and is progressing satisfactorily. "DB Crown" at Prabhadevi is proposed to be relaunched after approvals are received. "Orchid Ozone" at Dahisar is progressing as per plans. The project "Orchid Centre" a commercial venture and a residential project, at Pune is being executed by a subsidiary of Marine Drive Hospitality & Realty Pvt Ltd, in which your Company holds substantial stake. "Orchid Golf View" in Yerwada, Pune.and DB Paradise in Mumbai are proposed to be launched in the current year. The Turf Estate project in Mumbai is awaiting certain approvals and will be launched thereafter.

Audit Report:

The Statutory Auditors in their Report on Consolidated Financial Statements have expressed qualified opinion by referring to Note No. 46 with respect to a partnership firm which are approved by your Company as one of the partners and are yet to be approved by the other two partners which is under process. Your Directors do not expect any material impact on the Financial Statements upon such approvals.

The Statutory Auditors in their Report while reporting their opinion have drawn attention of the members to certain notes to the Financial Statements, as a matter of emphasis. While the said notes are self explanatory, your Directors offer the following clarifications and further explanations on the same;

1. Para 1 (Note 11.4) of standalone financial statements and Para 1 (Note 12(iii)) of consolidated financial statements: The Auditors have referred to certain investments made in the Preference Share Capital of an entity for an amount of Rs. 1427.69

crores. This relates to investments made in the Preference Share Capital of Marine Drive Hospitality & Realty Pvt Ltd (Previously known as DB Hospitality Pvt. Ltd) both in the form of Redeemable Optionally Convertible Preference Shares and Compulsorily Redeemable Preference Shares, which bear specified rates of dividend. This Company is proposing to implement the project in real estate including commercial, and residential activities and also hospitality segment and hence this investment is considered as strategic and in the long term interests of your Company. Your Directors keep the overall economic interests of the Company while making such investments.

2. Para 2 (Note 12.2) of standalone financial statements and Para 2 (Note 13.2) of consolidated financial statements: Attention has been drawn to payments made to several related parties towards security deposits for acquisition of development rights. As stated in the said note, your Company is in the process of obtaining necessary approvals for the development of the said properties which have significantly higher current market values than the carrying costs and would reap adequate profitability on substantial completion of the respective projects.

3. Para 3 (Note 12.4) of the standalone financial statements and Para 3 (Note 13.4) of Consolidated Financial Statements refer to advances paid to two Associate Companies, documentation of which is under process.

4. Para 4 (Note 15) of standalone financial statements and Para 4 (Note 16) of consolidated financial statements: Auditors have referred to the costs incurred on various projects reflected in the financial statements under the head Inventories at lower of the actual costs incurred or the realizable value, as reported by the Management. All these projects are under initial stage of development and are capable of fetching higher net realizable value greater than the cost.

5. Para 5 (Note 21, 11 & 14) of standalone financial statements refers to losses incurred by the firms and LLPs in which Company is a partner and investments in the said firms and LLPs, which have been audited by the respective Auditors and accounted in your company''s Statement of Profit and Loss. The losses are mainly due to the said firms not recognizing the revenue in their books and carrying the expenses incurred on the projects as Inventories. As and when the said firms recognize the revenues after triggering the threshold limits, the company would account for the share of profit and also recover the investments in the said firms.

6. Para 6 (Note 21.1) of standalone financial statements refers to loss of the firm which has been accounted in the said financial statements based on the approval of the same by the Company as partner and which are yet to be approved by the other two partners. Your Directors do not expect any material impact on the Financial Statements upon such approvals.

7. Para 7 (Note 27) of standalone financial statements and Para 5 (Note 30) of consolidated financial statements refer to the guarantees and Securities amounting to Rs. 2897.37 crores given / provided by the Company for loans taken by promoter group companies and few other entities while the Company was a private limited company and also subsidiaries and associate companies. All these companies are honouring the commitments in respect of servicing and/or repayments. The above Guarantees are secured and supported by counter guarantees of the promoters in favour of the Company and are adequately secured by the promoters of the Company.

8. Para 8 (i) and (ii) (Note 28(A)(i) and (ii) of standalone financial statements and para 7 and 8 (Note 33A (i) and (ii) of consolidated financial statements refer to disclosures in the audited financial statements of the firm Dynamix Realty regarding outstanding receivables which is of good for recovery and the allegations in the 2G Spectrum case which is sub-judice. These notes are self-explanatory.

9. Para 9 (Notes. 29 to 31) of standalone financial statements and Para 6 (Note 31 & 32, 33(B)(iv) & (v)) of consolidated financial statements: These relate to (a) Acquisition of additional 1/3rd stake in a company for which an advance of Rs. 40 cores has been paid, with the matter pending litigation among the prior Stakeholder''s family, which according to the legal opinion would result in a favourable settlement to enable your Company to exploit the development of the property in a profitable manner;

(b) Investment in a wholly owned subsidiary and advances made to it both aggregating to Rs. 143.69 crores in relation to the project to be undertaken by it which is pending development on account of certain litigations, in which your Company has filed SLP before the Hon. Supreme Court (c) Rs. 13.29 crores for acquisition of development rights of a SRA redevelopment project with a litigation and (d) Rs. 7.66 crores expenses incurred towards a Project which was awarded to one of the subsidiary companies which was cancelled by the government subsequently and for which a petition has been filed and the matter is subjudice. Your Directors believe that these investments are of long term nature and would fetch adequate return in the long term, as The status of the pending litigations continue to be the same through the year and as on date of this report.

10. Para 10 (Note 32 (b)) of standalone financial statements and Para 14 (Note 40B) of consolidated financial statements: This relates the MAT Credit entitlement of Rs. 3.76 crores which will be availed for set off in the future years.

11. Para 11 (Note 33) of standalone financial statements : This relates to investments in the shares / capital of the subsidiaries / associates / firms etc and also project advances from time to time towards their projects for various activities. These entities are having negative net worth, since they are in the early stage of real estate development. These investments are strategic in nature and long term. Your Directors are of the firm view that these projects which are of medium to long term nature would fetch results in the future to justify the initial investments and also yield reasonable and adequate return on these investments and deployment of funds,

12. Para 12 (Note 40) of the standalone financial statements and Para 9 (Note 42) of consolidated financial statements : With regard to the provisional attachment upheld by the Enforcement Directorate (ED), involving bank balance, two flats belonging to the company and loans given to a subsidiary company of D B Hospitality Private Limited, these relate to the 2G case in which the Managing Directors of the Company and two of its Key Management Personnel have been charged with commission of offences based on the investigation by CBI. The Adjudicating authority under PMLA has taken over the bank balance of Rs. 68.92 Lakhs. The attachment order is contested by the company in the tribunal. The matter is sub judice. The Company is confident that the outcome of the cases will have no adverse impact on the company and its functioning. The advances to the subsidiary company of D B Hospitality Pvt Ltd have been converted into investment in Preference Capital in the said D B Hospitality Pvt Ltd (Now known as Marine Drive Hospitality & Realty Pvt Ltd).

13. Para 13 (Note 43) of the standalone financial statements: This note is self explanatory. The AOPs in which your company is a member have projects for execution on which expenses have been incurred by the said AOPs. Pending the triggering the threshold limits and recognition of income in the said projects, the expenses incurred on the projects have been carried to their balance sheets as losses and have not been apportioned to the members of the AOP. These projects would fetch adequate profits to wipe out the losses in the AOP and would be apportioned to the members of the AOP at a later date when incomes are recognized.

14. Para 12 of the Audit Report on consolidated Financial Statements (CFS) draws attention to Note 33(B)(xi) regarding the petitions filed on the claim to salt pan land owned by the Company. The Note is self explanatory. As stated therein, the Company will defend its title.

15. Para 13 (Note 33 C) of the Report on CFS is self explanatory. As stated, the Company through its joint venture shall commence the development/construction of the proposed project after the directions to the Municipal Authorities for the deletion of wrong recording as ''Forest'' land.

16. Para 15 of the Report (Note 45) on CFS is on the Accounting Policy of the Company with regard to recognition of income and expenses incurred on the ongoing project, and is self explanatory.

17. Para 16 of the Report on CFS refers to project advances of Rs. 32.34 crores paid to an Associate Company which shall execute a real estate project and hence the advances are good and would result in earnings in excess of the costs which will be incurred.

18. Para 10 of the Audit Report [Note 33 A (iii) and 33 B(viii)] on CFS: The trade receivables, trade payables, contractors retention money etc., are good for realisation and/or payable, though not confirmed by the respective parties.

19. Para 11 [Note 33(A)(iv)] to the CFS draws attention to the classification of compensation paid for the occupancy rights of a jointly controlled entity has no adverse impact as the compensation and other incidental charges shall stand allocated to Project work in progress.

CARO Report

In para (ii)(c) of the CARO Report, the Auditors have referred to thefs requirement for strengthening the documentation with regard to the tenancy payments; and in para (iv) to strengthening of internal controls on documentation on project contracting. The Company is taking necessary steps in this regard. In para (xv) Auditors have referred to certain guarantees given by the company and in para

(xvii), to term loan. These are in the normal course of business.

Dividend

With a view to conserve the resources and to meet the fund requirements for company''s projects and also its growth plans, your Directors have not recommended any payment of dividend for the year 2013-14.

Subsidiaries

Your Company had the following subsidiaries as on 31st March, 2014:

Name of the Subsidiary of D B Realty Ltd. Shareholding (%)

1. Esteem Properties Private Limited 100.00 2. Gokuldham Real Estate Development Company Private Limited 74.99 3. Neelkamal Realtors Suburban Private Limited 66.00 4. Neelkamal Shantinagar Properties Private Limited 100.00 5. Real Gem Buildtech Private Limited 100.00 6. Saifee Bucket Factory Private Limited 100.00 7. D B Man Realty Limited 51.00 8. Priya Constructions Private Limited 100.00 9. Royal Netra Constructions Private Limited 50.40 10. D B View Infracon Private Limited 100.00 11. Spacecon Realty Private Ltd (Formerly D B Spacecon Private Limited) 74.00 12. D B MIG Realtors & Builders Private Limited 100.00 13.Vanita Infrastructure Private Limited 100.00 14. N A Estates Private Limited 100.00 15.Nine Paradise Erectors Private Limited 100.00 16. D B Contractors & Builders Private Limited 100.00 17. Goregaon Hotel & Realty Pvt Limited 100.00

Neelkamal Realtors Tower Pvt Ltd, another erstwhile subsidiary Company, executing Orchid Heights project has now ceased to be a subsidiary of your Company after conversion of the Preference shares by IL&FS into Equity shares.. This project is now being managed by IL & FS with funding and other project management assistance. Your Company''s overall economic interest in the said company continues to be the same.

Particulars under Section 212 of the Companies Act, 1956, the Audited Statements of Accounts and the Auditor''s Report of the Subsidiary Companies for the year ended 31st March, 2014 along with the Reports of the Board of Directors have not been annexed in terms of the exemption availed by the company as per the General Circular No.2/2011 issued by the Ministry of Corporate Affairs, Government of India''s on fulfillment of the conditions stated therein. Copies of the audited accounts of the company''s subsidiaries can be sought by any member by making a written request to the Company in this regard. The Consolidated financial statements have been prepared pursuant to the applicable Accounting Standards, the Listing Agreement and include the financial information of its subsidiaries. The Annual Accounts of the subsidiary companies will also be available for inspection by any member at the registered office of the company and at the company''s website www.dbrealty.co.in.

Your Company has invested in the Cumulative Redeemable Preference Shares (CRPS) of Marine Drive Hospitality & Realty Private Limited ( Previously known as D B Hospitality Private Limited) and also in the Equity and Redeemable Optionally Convertible Preference Shares as a strategic investment. As stated elsewhere in this Report, one of the subsidiaries of this company has started the execution of Yerawada,Pune property as a residential development. Two major hotels at Mumbai and Goa are in operation under this company''s subsidiaries and contribute to the asset valuation of the Company. The development of property at Charni Road is on hold and an appropriate decision would be taken by them in due course.as a Real estate development and / or hospitality project.

Cash Flow Statement

In Conformity with the provisions of clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2014 is annexed hereto.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Shahid Balwa,and Mr.Jayvardhan Goenka retire by rotation at the forthcoming Annual General Meeting.

The Company has four Independent Non-Executive Directors, namely Mr.Mahesh Gandhi, Mr. Janak Desai, Mr. N.M.Rafique and Mr. Jagat Killawala, who are proposed to reappointed as Independent Non Executive Directors for a period of one term of five years at the forthcoming Annual General Meeting in terms of the applicable provisions of the Companies Act, 2013 and the Rules made thereunder. Your approval is sought for the appointment of the said Independent Directors in the ensuing Annual General Meeting..

Fixed Deposits

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956, during the year under review.

Directors'' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) They have prepared the annual accounts on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

The Report of Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement are given separately and forms part of this Annual Report.

Auditors

M/s. Haribhakti & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment for a balance period of two years in the first term and another term of five years thereafter, subject to ratification by the members in each Annual General Meeting. Your Company is proposing to appoint M/s. Haribhakti & Co., Chartered Accountants, as the Statutory Auditors for the balance period of two years of the first term in the ensuing Annual General Meeting.

The Company has appointed a firm of Cost Auditors and is in process of obtaining compliance report from them for maintenance of Cost records, in compliance of the Companies (Cost Accounting Records) Rules, 2011 applicable to the company.

Investors'' Relation and Grievances

Investors'' relations have been cordial during the year. There were no investors'' grievances pending as on 31st March, 2014. A confirmation to this effect has been received from the company''s Registrar and Share Transfer Agent.

Conservation of Energy, Research and Development, Technological Absorption, Foreign Exchange Earnings and Outgo Your Company is not covered by the schedule of industries which are required to furnish the information required in Form A pursuant to Section 217(1) (e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange outgo are as under:

Expenditure in Foreign Currency:

Stand alone Amounts.

PARTICULARS Fiscal 2014 (Rs. ) Fiscal 2013 ( Rs. )

Professional Fees 597,808 11,87,542

Information regarding Employees Relations/Particulars of Employees

The statement of particulars required pursuant to Section 217(2A) of the Companies Act, 1956, (the Act) read with the Companies (Particulars of Employees) Amendment Rules, 2011, forms part of this report. However as permitted under the Companies Act, 1956 this Report and Accounts are being sent to all members and others entitled excluding the above statement. Those interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office. The statement is also available for inspection at the registered office during working hours up to the date of the forthcoming Annual General Meeting (AGM)

Relations between employees and the management continued to be cordial during the year. The Company is proposing to implement ESOP Scheme for its employees and your approval for the resolutions for the same is sought in the ensuing Annual General Meeting.

Acknowledgement

Your Directors wish to place on record their appreciation to the Banks, Financial Institutions, Government Authorities, customers and other business associates for their support and co-operation and wish to place on record their gratitude to the shareholders and the investors for their trust, support and confidence in the Company. The Board also places on record its appreciation for the dedication displayed by employees at all levels.

On behalf of the Board of Directors

Mumbai Vinod K. Goenka Date: 24th May, 2014 Chairman


Mar 31, 2013

To The Members of DB REALTY LIMITED

The Directors have pleasure in presenting the 7th Annual Report on the business and operations of the Company along with the audited accounts for the fi nancial year ended 31st March, 2013.

Financial Highlights

(Amount Rs.) Particulars Standalone Consolidated F.Y.2012-13 F.Y. 2011-12 F.Y.2012-13 F.Y.2011-12

Gross sales and other receipts 524,317,816 63,202,903 74,454,862 55,137,061

EBIDTA 184,474,181 730,645,604 252,117,735 228,969,125

Interest and Finance Charges 180,833,853 72,129,377 181,282,103 71,334,332

Depreciation and amortization 35,183,064 71,887,953 139,792,371 77,647,589

Operating Profit (31,542,736) 586,628,274 (68,956,739) 79,987,204

Provision for Tax (28,561,344) (38,821,441) (61,217,974) 159,695,117

Prior period tax Adjustment (6,000,000) (6,500,000)

Less: Minority Interest 56,433,968 (58,740,220)

Add: Share of Profit/(Loss) in Associates (Net) (15,225,772) 2,047,590

Profit after taxation 3,018,608 631,949,715 33,469,432 863,599,457

Balance brought forward 7,883,151,766 7,251,202,051 155,252,911 05,975,810

Loss of amalgamated subsidiary taken over (14,322,356)

Adjustment of subsidiary converted to 116,125,625

Associate

Amount available for appropriation 7,886,170,374 7,883,151,766 7,304,847,968 55,252,911

Balance carried to Balance Sheet 7,886,170,374 7,883,151,766 7,304,847,968 155,252,911

Net Worth 34,162,048,386 159,029,778 994,225,980 844,630,923

Business Initiatives

The on-going project viz.DB Woods at Goregaon (East) is nearing completion and the possession is expected to be handed over in the current year. The project Orchid Suburbia at Kandivali (East) has been completed and the handing over of possession is in progress. The other on-going projects viz.DB Crown at Prabhadevi and DB Ozone at Dahisar are progressing satisfactorily. The Project Orchid Heights at Mahalakshmi is now being launched by IL&FS Group in a revised format. Your company is also proposing to re-launch the Turf Estate Project in a revised format during the festival period. The project Orchid Centre in Pune will now be executed by one of the subsidiaries of D B Hospitality Private Limited.

Your Company is also proposing to launch DB Golf Link project in Yerawada, Pune and DB Paradise project, in Bandra (East), Mumbai in the current year.

Audit Report:

The Statutory Auditors in their Report have drawn attention of the members to certain notes to the Financial Statements, as a matter of emphasis and also have expressed a qualifi ed opinion in their Report on Consolidated Financial statements by drawing attention to a note forming part of Consolidated Financial statements. While the said notes are themselves self explanatory, your Directors offer the following clarifi cations and further explanations on the same;

1. Para 1 relating to Note no. 37 on Managerial Remuneration is self explanatory and is a matter of record.

2. Para 2 (Note 42): With regard to the provisional attachment upheld by the Enforcement Directorate (ED), involving bank balance, two fl ats belonging to the company and loans given to a subsidiary company of D B Hospitality Private Limited, these relate to the 2G case in which the Managing Directors of the Company and two of its Key Management Personnel have been charged with commission of offences based on the investigation by CBI. The matter is sub judice. The attachment order is also contested by the company in the Tribunal. The Company is confi dent that the outcome of the cases will have no adverse impact on the company and its functioning. The advances to the subsidiary company of D B Hospitality Pvt Ltd have been converted into investment in Preference Capital in the said D B Hospitality Pvt Ltd prior to the issue of the Notice which was brought to the notice of ED.

3. Para 3 (Note Nos.21,11 and 14) refers to losses incurred by the fi rms and LLPs in which Company is a partner, which have been audited by the respective Auditors and accounted in your Company''s Statement of Profi t and Loss. The losses are mainly due to the said fi rms except Dynamix Realty not recognizing the revenue in their books and carrying the expenses incurred on the projects as Inventories. As and when the said fi rms recognize the revenues after triggering the threshold limits, the company would account for the share of profi t and also recover the investments in the said fi rms. In the case of Dynamix Realty, the loss in the current year was mainly due to fl uctuation in the price of transferable development rights which the company acquired from SRA on construction of buildings for them and carried as inventory.

4. Para 4 (i) (Note 30(A)(i) (1) and (2) and Para 4 (ii)(Note 27(A)(III) refer to disclosures in the audited fi nancial statements of the fi rm Dynamix Realty regarding outstanding receivables which is good for recovery and the allegations in the 2G Spectrum case which is sub-judice. These notes are self-explanatory.

5 Para 5 (Note 27) refer to the guarantees amounting to Rs. 2414.81 crores given by the Company for loans taken by promoter group companies and few other entities while the Company was a private limited company and also subsidiaries and associate companies. All these companies are honouring the commitments in respect of servicing and/or repayments. Besides the above Guarantees are secured and supported by counter guarantees of the promoters in favour of the Company and are adequately secured by the promoters of the Company.

6. Para 6 (Note 35) : The Company has made investments in the shares / capital of the subsidiaries / associates / fi rms etc and also advanced loans from time to time towards their projects for various activities. These entities are having negative net worth, since they are in the early stage of real estate development. These investments are strategic in nature and long term. Your Directors are of the fi rm view that these projects which are of medium to long term nature would fetch results in the future not only to justify the initial investments but also yield reasonable and adequate return on these investments and deployment of funds,

7. Para 7 (Notes. 31 to 33): These relate to (a) Acquisition of additional 1/3rd stake in a company for which an advance of Rs.40 cores has been paid, with the matter pending litigation among the prior stakeholder''s family, which according to the legal opinion would result in a favourable settlement to enable your Company to exploit the development of the property in a profi table manner; (b) Investment in a wholly owned subsidiary and advances made to it both aggregating to Rs.143.26 crores in relation to the project to be undertaken by it which is pending development on account of certain litigations, in which your Company has fi led SLP before the Hon. Supreme Court and (c) 15.58 crores for acquisition of development rights of a SRA redevelopment project with a litigation. Your Directors believe that these investments are of long term nature and would fetch adequate return in the long term.

8. Para 8 (Note No.15) The realizable value of the Work-in-progress valued at lower of the cost or net realizable value as stated in the fi nancial statements is in our opinion more than adequately realizable for similar reasons as stated in Para 6 above.

9. Para 9 (Note No.46) The loss in the Association of Persons(AOP), not debited to the Members'' accounts in the Books of AOPs would be offset against the income/profi t to be realized by the said AOPs when the said AOPs recognize the revenues in their books on reaching the threshold limits of the execution of the respective projects.

10. In Para (v) (b) of the CARO Report, the Auditors have referred to certain transactions in respect of aircraft usage charges of Rs.100.49 Lakhs for which comparable quotations are not available. Your Directors are of the view that the services as per specifi cations to be rendered to the Company were of unique and specialized nature at competitive prices and hence, in their best judgment these charges, in relation to the services rendered and availed were reasonable.

Auditors Report on Consolidated Financial Statements:

11. The Auditors in the Report to Consolidated Accounts have expressed a qualifi ed opinion by drawing attention to Note 45(a) of the Consolidated Financial Statements which states that two partnership fi rms'' accounts have not been considered for consolidation as these statements were not available. The Company''s subsidiaries are partners in these fi rms and these subsidiaries have not consolidated the accounts of the said fi rms with their fi nancial statements. As stated in the said note, the investments in the said fi rms are not signifi cant and hence there is no material impact of these investments in the fi nancial statements.

12. Para 1 of the Auditors Report to Consolidated Accounts on Emphasis of Matter deals with Managerial Remuneration dealt with elsewhere in this Report.

13. With regard to Para 2 of the Report to Consolidated Accounts, on the subject of accounting of Brokerages your Directors would like to state that the same would be accounted as and when the revenue is recognized and in the event of changes in the project scope and the possible cancellation of the bookings, the amount of brokerage paid will have to be refunded by the broker(s) to the Company.

14. With regard to Paras 3 to 7 of the Report to Consolidated Accounts, these matters have already been dealt with in the earlier paragraphs and are references made by the Auditors as part of Report to Consolidated Accounts.

Preferential Issue of Convertible Warrants and under ESOP Scheme:

Your Company has not implemented the Preferential issue as contemplated since the necessary approvals for the same have not been received.

Dividend

With a view to conserve the resources and to meet the fund requirements for Company''s projects and also its growth plans, your Directors have not recommended any payment of dividend for the year 2012-13.

Subsidiaries

Your Company had the following subsidiaries as on 31st March, 2013:

Name of the Subsidiary of D B Realty Ltd. Shareholding (%)

1. Esteem Properties Private Limited 100.00

2. Gokuldham Real Estate Development Company Private Limited 74.99

3. Neelkamal Realtors Suburban Private Limited 66.00

4. Neelkamal Shantinagar Properties Private Limited 100.00

5. Real Gem Buildtech Private Limited 100.00

6. Saifee Bucket Factory Private Limited 100.00

7. D B Man Realty Limited 51.00

8. Priya Constructions Private Limited 100.00

9. Royal Netra Constructions Private Limited 50.40

10. D B View Infracon Private Limited 100.00

11. Spacecon Realty Private Ltd (Formerly D B Spacecon Private Limited) 74.00

12. D B MIG Realtors & Builders Private Limited 100.00

13. Vanita Infrastructure Private Limited 100.00

14. N A Estates Private Limited 100.00

15. Nine Paradise Erectors Private Limited 100.00

16. D B Contractors & Builders Private Limited 100.00

Neelkamal Realtors Tower Pvt Ltd, another erstwhile subsidiary Company, executing Orchid Heights project has now ceased to be a subsidiary of your Company after conversion of the Preference shares by IL & FS into Equity shares. This project is now being managed by IL & FS group who has consented to provide the necessary funding and other project management assistance. Your Company''s overall economic interest in the said company continues to be the same.

Particulars under Section 212 of the Companies Act, 1956, the Audited Statement of Account and the Auditor''s Report of the Subsidiary Companies for the year ended 31st March, 2013 along with the Reports of the Board of Directors have not been annexed in terms of the exemption availed by the company as per the General Circular No.2/2011 issued by the Ministry of Corporate Affairs, Government of India on fulfi llment of the conditions stated therein. Copies of the audited accounts of the Company''s subsidiaries can be sought by any member by making a written request to the Company in this regard. The Consolidated fi nancial statements have been prepared pursuant to the applicable Accounting Standards, the Listing Agreement and include the fi nancial information of its subsidiaries. The Annual Accounts of the subsidiary companies will also be available for inspection by any member at the registered offi ce of the company and at the Company''s website www.dbrealty.co.in.

Your Company has invested a sum of Rs. 94 crores in the Cumulative Redeemable Preference Shares (CRPS) during the year, of D B Hospitality Private Limited. Three hotels are already in operation at Ahmedabad, Mumbai and Goa under this Company and contribute to the asset valuation of the Company.

Cash Flow Statement

In Conformity with the provisions of clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2013 is annexed hereto.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Mahesh Gandhi, Mr.Vinod Goenka and Mr. N.M.Rafi que retire by rotation at the forthcoming Annual General Meeting.

Mr. Vinod Goenka, one of the promoters and Managing Director of the Company has been reappointed as Chairman and Managing Director of the Company. The necessary resolutions have been included in the accompanying Notice for approval of the members for his appointment.

Fixed Deposits

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956, during the year under review.

Directors'' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confi rm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fi nancial year and of the profi t of the Company for the year;

c) they have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) they have prepared the annual accounts on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

The Report of Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement are given separately and forms part of this Annual Report.

Auditors

M/s. Haribhakti & Co., Chartered Accountants, the Statutory Auditors of the Company, hold offi ce up to the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has appointed a fi rm of Cost Auditors and is in process of obtaining compliance report from them for maintenance of Cost records, in compliance of the Companies (Cost Accounting Records) Rules, 2011 applicable to the company.

Investors'' Relation and Grievances

Investors'' relations have been cordial during the year. There were no investors'' grievances pending as on 31st March, 2013. A confi rmation to this effect has been received from the Company''s Registrar and Share Transfer Agent.

Conservation of Energy, Research and Development, Technological Absorption, Foreign Exchange Earnings and Outgo

Your Company is not covered by the schedule of industries which are required to furnish the information required in Form A pursuant to Section 217(1) (e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange outgo are as under: Value of imports of Capital Goods on c.i.f. basis for the year is Rs Nil. (Previous year Rs. Nil ) Expenditure in Foreign Currency:

Stand alone Amounts.

PARTICULARS Fiscal 2013 (Rs) Fiscal 2012 ( Rs)

Professional FeeS 11,87,542

Interest

Other Expenses

Information regarding Employees Relations/Particulars of Employees

The statement of particulars required pursuant to Section 217(2A) of the Companies Act, 1956, (the Act) read with the Companies (Particulars of Employees) Amendment Rules, 2011, forms part of this report. However as permitted under the Companies Act, 1956 this Report and Accounts are being sent to all members and others entitled excluding the above statement. Those interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Offi ce. The statement is also available for inspection at the registered offi ce during working hours up to the date of the forthcoming Annual General Meeting (AGM)

Relations between employees and the management continued to be cordial during the year.

Acknowledgement

Your Directors wish to place on record their appreciation to the Banks, Financial Institutions, Government Authorities, customers and other business associates for their support and co-operation and wish to place on record their gratitude to the shareholders and the investors for their trust, support and confi dence in the Company. The Board also places on record its appreciation for the dedication displayed by employees at all levels.

On behalf of the Board of Directors

Mumbai Vinod K. Goenka

Date: 18th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 6th Annual Report on the business and operations of the Company along with the audited accounts for the financial year ended 31st March, 2012.

Financial Highlights

(Amount Rs.)

Particulars Standalone

F.Y.2011-12 F.Y.2010-11

Gross sales and other receipts 1,263,202,903 3,611,500,769

Profit before interest, depreciation, amortization and taxation 730,645,604 3,032,247,319

Interest and Finance Charges 72,129,377 410,849,958

Depreciation and amortization 71,887,953 64,446,795

Operating Profit 586,628,274 2,556,950,566

Provision for Tax (500,000) -

Deferred Tax (44,821,441) -

Minority Interest - -

Share of Profit/(Loss) in Associates (Net) - -

Profit after taxation 631,949,715 2,556,950,566

Balance brought forward 7,251,202,051 4,694,251,485

Loss of amalgamated subsidiary taken over - -

Amount available for appropriation 7,883,151,766 7,251,202,051

Appropriation towards Capital Redemption Reserve in Subsidiary - -

Balance carried to Balance Sheet 7,883,151,766 7,251,202,051

Net Worth 34,159,029,778 33,527,080,063

Particulars Consolidated

F.Y.2011-12 F.Y.2010-11

Gross sales and other receipts 6,955,137,061 13,272,398,669

Profit before interest, depreciation, amortization and taxation 1,228,969,125 4,130,373,400

Interest and Finance Charges 71,334,332 654,264,214

Depreciation and amortization 77,647,589 69,797,453

Operating Profit 1,079,987,204 3,406,311,733

Provision for Tax 213,800,630 386,745,799

Deferred Tax (54,105,513) (1,368,453)

Minority Interest (58,740,220) 30,357,527

Share of Profit/(Loss) in Associates (Net) 2,047,590 (3,565,589)

Profit after taxation 863,599,457 2,987,011,271

Balance brought forward 6,305,975,810 3,718,964,539

Loss of amalgamated subsidiary taken over (14,322,356) -

Amount available for appropriation 7,155,252,911 6,705,975,810

Appropriation towards Capital Redemption Reserve in Subsidiary - (400,000,000)

Balance carried to Balance Sheet 7,155,252,911 6,305,975,810

Net Worth 33,844,630,923 32,981,853,822

During the year under review, the consolidated total income of the Company was Rs. 69,551.37 Lakhs (Previous year Rs. 1,32,723.98 Lakhs). Profit before tax stood at Rs. 10,799.87 Lakhs for the year compared to Rs. 34,063.11 Lakhs for the previous year . The Stand alone total income for the year was Rs. 12,632.03 Lakhs (previous year Rs. 36,115.01 Lakhs) Profit before tax stood at Rs. 5,866.28 Lakhs for the year (Previous year Rs. 25,569.51 Lakhs)

Business Initiatives

During the year, your Company through its SPV, Dynamix Realty successfully completed the SRA Project at Mahul and delivered possession of 17,495 dwelling units on schedule in accordance with the highest levels of quality standards as was required in a project of its size. The other ongoing project of the Company's subsidiary viz. DB Woods at Goregaon (East), Mumbai, is nearing completion and the company is expected to hand over possession by the end of the current financial year. High end residential project viz. DB Crown, at Prabhadevi, is progressing satisfactorily. The other projects in the implementation schedule viz. Orchid Suburbia at Kandivli and DB Ozone at Dahisar are also progressing well and are executed by two other SPVs in which your Company has substantial stake. The real estate sector is undergoing sluggish market conditions. This has affected the over-all growth of the company in the year under review.

The project for the redevelopment of Sector J of Govt Colony, in Bandra East, Mumbai is to be undertaken through a Subsidiary Company viz. Spacecon Realty Pvt Ltd after approvals are received and financial tie up is made.

As stated in the last Annual Report, the project which was proposed to be undertaken in Pimpri Chinchwad, Pune by one of the subsidiary Companies, viz. D B Man Realty Limited was abruptly cancelled by the Pimpri Chinchwad New Town Development Authority after a lapse of almost two years from the date of Letter of Allotment by the Pimpri Chinchwad New Town Development Authority, although the SPV Company has complied with all the terms of the Letter of Allotment. The Company has taken suitable legal action in the matter, by filing a petition in the High Court, Bombay.

2G Spectrum case

As stated in the last Annual Report, the Managing Directors and two key Management Personnel who have been implicated in the 2G spectrum case, are fighting the legal battle in their personal capacities and are on bail, while the judicial processes are going on in appropriate courts. The Company is in the meanwhile managed by the two Managing Directors assisted by a team of professional managers under the overall control of the Board of Directors.

Audit Report:

The Statutory Auditors in their Report have drawn attention of the members to certain notes to the Financial Statements. While the said notes are themselves self explanatory, your Directors offer the following clarifications and further explanations on the same:

1. Para 3(a) and 3(c) of the Report are self explanatory and are matters of record.

2. Para 3(b) (Note 38) and Para 3 (d)(ii) (Note 27 (A)(v): With regard to the provisional attachment upheld by the Enforcement Directorate (ED), involving bank balance, two flats belonging to the company and loans given to a subsidiary company of D B Hospitality Private Limited, these relate to the 2G case in which the Managing Directors of the Company and two of its Key Management Personnel have been charged with commission of offences based on the investigation by CBI. The matter is sub judice and all the concerned are in the process of fighting the legal cases. The attachment order is also contested by the company in the Tribunal. The Company is confident that the outcome of the cases will have no adverse impact on the company and its functioning. The advances to the subsidiary company of D B Hospitality Pvt Ltd have been converted into investment in Preference Capital in the said D B Hospitality Pvt Ltd prior to the issue of the Notice which was brought to the notice of ED.

3. Para 3 (d) (i) – (Note 27 (A)(i) (1) and (2): Notes referred to are self explanatory and the receivables are good for recovery as stated in the said notes and hence this observation is a matter of record.

4. Para 3 (e) (Note 26 to the Accounts) The guarantees referred to amounting to Rs. 1558.96 crores were given by the Company for loans taken by two promoter group companies while the Company was a private limited company and both the companies are honouring the commitments in respect of servicing and/or repayments. Besides the above Guarantees are secured and supported by counter guarantees of the promoters in favour of the Company and are adequately secured by the promoters of the Company

5. Para 3 (f) (Note 32 to the Accounts) : The Company has made investments in the shares / capital of the subsidiaries / associates / firms etc and also advanced loans from time to time towards their projects for various activities. These entities are having negative net worth, since they have not yet commenced the execution of the projects. The payments are in the nature of seed capital by the company. Hence your Directors are of the firm view that these projects which are of medium to long term nature would fetch results in the future not only to justify the initial investments but also yield reasonable and adequate return on these investments and deployment of funds, With regard to the investment of Rs. 2.41 crores in the Joint Venture, financial statements of which have not been received, your Directors would like to state that the said investments are having no impairment and the project will commence in due course.

6. Para 3 (g) (Notes. 28 to 30): These relate to (a) Acquisition of additional 1/3rd stake in a company for which an advance of Rs. 40 cores has been paid, with the matter pending litigation among the prior stakeholder's family, which according to the legal opinion would result in a favourable settlement to enable your Company to exploit the development of the property in a profitable manner; (b) Investment in a wholly owned subsidiary and advances made to it both aggregating to Rs. 141.8 crores in relation to the project to be undertaken by it which is pending development on account of certain litigations, in which your Company has filed SLP before the Hon. Supreme Court. Your Directors believe that these investments are of long term nature and would fetch adequate return in the long term.

7. With regard to Note 5 (b) of the Auditors Report to the Consolidated Accounts, relating to accounting of brokerages, the Directors would like to state that the same would be accounted for as and when the revenue is recognized and in the event of changes in the project scope and the possible cancellation of the bookings, the amount of brokerage paid will have to be refunded by the broker(s) to the company.

8. With regard to the observation of the Auditors in Para (v) of the CARO Report relating to the strengthening of the internal controls for tenancy payments/compensation, and also Project contracting, it may be noted that such payments are made in accordance with the decisions taken in the competitive business environment and the payments are continuously monitored and documented. The internal control systems continuously evolve in a rapid business environment and implemented with a view to achieve efficiency and cost effectiveness. As observed by the Auditors, there is no continuing failure to correct major weakness.

9. In Para (v) (b) of the CARO Report, the Auditors have referred to certain transactions in respect of aircraft usage charges of Rs. 56.25 Lakhs for which comparative quotations are not available. Your Directors are of the view that the services as per specifications to be rendered to the Company were of unique and specialized nature at competitive prices and hence, in their best judgment these charges, in relation to the services rendered and availed were reasonable. As regards the civil engineering contract awarded to an entity where comparable quotations for additional scope of work were not available, your Directors would like to state that the additional work entrusted to the said entity entailed various jobs relating to clearances, approvals etc., which are not undertaken by a civil contractor and by awarding such a contract for such specialized activities, your Company has been benefited by appointment of one agency with specialized skills and expertise at economical costs, in the best business interests of the Company. In their best judgment, your Directors would like to reiterate that comparative quotations for carrying out all such specialized activities would involve multiple agencies and hence not be available with one agency.

10. With regard to observation of auditor as stated in Para (viii) of the CARO Report about proper maintenance of cost records under clause (d) of sub-section 1 of Section 209 of the Companies Act, 1956, your directors have to state that the Company has already appointed a firm of Cost Accountants for the same and the Company is in process of obtaining compliance report from them for maintenance of Cost records.

11. With regard to observation as stated in para (ix)(b) about non-depositing of service tax of Rs. 4,55,163/- on booking of flats / premises, your directors have to state that already communications have been sent to the customers to pay the service tax applicable for the booking of their respective flats to the Company and the Company has started depositing the same with the service tax authority upon receipt of the same from customers.

Dividend

With a view to conserve the resources and to meet the fund requirements for Company's projects and also its growth plans, your Directors have not recommended any payment of dividend for the year 2011-12.

Subsidiaries Your Company had the following subsidiaries as on 31st March, 2012:

Sr No Name of the Subsidiaries Shareholding (%)

1 Esteem Properties Private Limited 100.00

2 Gokuldham Real Estate Development Company Private Limited 74.99

3 Neelkamal Realtors Tower Private Limited 50.72

4 Neelkamal Realtors Suburban Private Limited 66.00

5 Neelkamal Shantinagar Properties Private Limited 100.00

6 Real Gem Buildtech Private Limited 100.00

7 Saifee Bucket Factory Private Limited 100.00

8 D B Man Realty Limited 51.00

9 Priya Constructions Private Limited 100.00

10 Royal Netra Constructions Private Limited 50.40

11 D B View Infracon Private Limited 100.00

12 Spacecon Realty Private Ltd (Formerly D B Spacecon Private Limited) 74.00

13 D B MIG Realtors & Builders Private Limited 100.00

14 Vanita Infrastructure Private Limited 100.00

15 N A Estates Private Limited 100.00

16 Nine Paradise Erectors Private Limited 100.00

17 D B Contractors & Builders Private Limited 100.00

A G Infra constructions Private Limited, one of the erstwhile subsidiaries, by virtue of being a wholly owned subsidiary Company of Royal Netra Constructions Pvt Ltd has been merged with Royal Netra Constructions Pvt Ltd by order of the Hon. High Court, Bombay dated 22nd March, 2012 w.e.f.1st April, 2011.

All the other Subsidiary Companies are engaged and/or proposing to launch some of the Company's Projects, as Special purpose Vehicles. The Company is also through other associates, joint Ventures, firms, AOPs etc, acting as SPVs undertaking few other projects of development of the properties for which it has acquired development rights. In the last quarter of the year under review, the Company has disposed off its shareholding in two of the associate companies viz.Crossway Realty Pvt Ltd and Dynamix Building Materials Pvt Ltd to the other Joint Venture partner, since the projects slated to be undertaken by the said associates have not made progress.

Particulars under Section 212 of the Companies Act, 1956, the Audited Statement of Account and the Auditors' Report of the Subsidiary Companies for the year ended 31st March, 2012 along with the Reports of the Board of Directors have not been annexed in terms of the exemption availed by the company as per the General Circular No.2/2011 issued by the Ministry of Corporate Affairs, Government of India on fulfillment of the conditions stated therein. Copies of the audited accounts of the Company's subsidiaries can be sought by any member by making a written request to the Company in this regard. The Consolidated financial statements have been prepared pursuant to the applicable Accounting Standards, the Listing Agreement and include the financial information of its subsidiaries. The Annual Accounts of the subsidiary companies will also be available for inspection by any member at the registered office of the company and at the Company's website www.dbrealty.co.in. During the year, your Company has invested in the Equity Shares, Cumulative Redeemable Preference Shares (CRPS) Compulsorily Convertible Cumulative Preference Shares (CCCPS) and Redeemable Optionally Convertible Cumulative Preference Shares (ROCCPS), of D B Hospitality Private Limited by way of primary and secondary investments, constituting 49% of its post diluted paid up capital, to the exclusion of CRPS. Three hotels are already in operation at Ahmedabad, Mumbai and Goa under this Company / its Subsidiaries and contribute to the asset valuation of the Company.

Cash Flow Statement

In Conformity with the provisions of clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2012 is annexed hereto.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Jagat Killawala and Mr. Janak Desai retire by rotation at the forthcoming Annual General Meeting.

Mr. Shahid Balwa, one of the promoters and Managing Director of the Company who opted to resign from the position of Managing Director and also as Director w.e.f. 9th February, 2011 after he was detained in the alleged telecom 2G licence matters, has been reappointed as Additional Director w.e.f.10th December, 2011 and has been designated as Vice Chairman and Managing Director of the Company. The necessary resolutions have been included in the accompanying Notice for approval of the members for his appointment.

Mr. Vinod Goenka, Managing Director has been appointed as Executive Chairman by the Board of Directors at the meeting held on 10th December, 2011 and designated as Chairman and Managing Director. Mr. K M Goenka and Mr. Usman Balwa were appointed as Additional Directors w.e.f. 21st April, 2011 in order to take charge of the business of the Company and to look after the day-to-day operations. Since the promoters of the Company Mr. Vinod Goenka and

Mr. Shahid Balwa who were earlier detained in connection with the investigation and subsequent Judicial proceedings in respect of the ongoing 2G spectrum cases, were released and have taken over the Management, both these Directors resigned from the Board w.e.f. 10th December, 2011.

Mr. Salim Balwa and Mr. Jayvardhan Goenka have been appointed as Additional Directors w.e.f.10th December, 2011. Both these Directors hail from promoters' families and hence are non independent Directors under Clause 49 of the listing agreement. All the Additional Directors hold their respective offices up to the date of the ensuing Annual General Meeting of the Company and the Company has received Notices from the members proposing their appointments as Directors liable to retire by rotation. The Board of Directors has also reconstituted various committees in accordance with Clause 49 of the listing agreement. Brief resume of the retiring Directors as well as Directors whose appointments are to be made under Section 257 of the Companies Act, 1956 and a brief profile as stipulated under Clause 49 of the Listing Agreement with the stock exchanges form part of Notice.

Fixed Deposits

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956, during the year under review.

Directors' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) they have prepared the annual accounts on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

The Report of Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement are given separately and form part of this Annual Report.

Auditors

M/s. Haribhakti & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has appointed a firm of Cost Accountants as Cost Auditors and is in process of obtaining compliance report from them for maintenance of Cost records, in compliance of the Companies (Cost Accounting Records) Rules, 2011 applicable to the company.

Investors' Relation and Grievances

Investors' relation have been cordial during the year. There were no investors' grievances pending as on 31st March, 2012. A confirmation to this effect has been received from the Company's Registrar and Share Transfer Agent.

Conservation of Energy, Research and Development, Technological Absorption, Foreign Exchange Earnings and Outgo

Your Company is not covered by the schedule of industries which are required to furnish the information required in Form A pursuant to Section 217(1) (e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange outgo are as under: Value of imports of Capital Goods on c.i.f. basis for the year is Rs Nil. (Previous year Rs. 29,82,632 )

Information regarding Employees Relations/Particulars of Employees

The statement of particulars required pursuant to Section 217(2A) of the Companies Act, 1956, (the Act) read with the Companies (Particulars of Employees) Amendment Rules, 2011, forms part of this report. However, as permitted under the Act, this Report and Accounts are being sent to all members and others entitled excluding the above statement. Those interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office. The statement is also available for inspection at the registered office during working hours up to the date of the forthcoming Annual General Meeting (AGM).

Relations between employees and the management continued to be cordial during the year.

Acknowledgement

Your Directors wish to place on record their appreciation to the Banks, Financial Institutions, Government Authorities, customers and other business associates for their support and co-operation and wish to place on record their gratitude to the shareholders and the investors for their trust, support and confidence in the Company. The Board also places on record its appreciation for the dedication displayed by employees at all levels.

On behalf of the Board of Directors

Place : Mumbai Vinod K. Goenka

Date: 26th May, 2012 Chairman


Mar 31, 2011

The Members

D B REALTY LIMITED

The Directors have pleasure in presenting the 5th Annual Report on the business and operations of the Company along with the audited accounts for the fnancial year ended 31st March, 2011.

Financial highlights

(Amount Rs.)

Particulars Standalone Consolidated

F.Y.2010-11 F.Y. 2009-10 F.Y.2010-11 F.Y.2009-10

Gross sales and other receipts 3,611,500,769 2,848,038,342 13,272,398,669 9,803,387,276

EBIDTA 3,032,247,319 2,691,099,639 4,130,373,400 3,946,597,276

Interest and Finance Charges 410,849,958 356,540,385 654,264,214 726,113,259

Depreciation and amortization 64,446,795 54,159,213 69,797,453 95,535,595

operating profit 2,556,950,566 2,280,400,041 3,406,311,733 3,124,948,422

Provision for Tax - (6,500,000) 385,377,346 (413,258,359)

Less: Minority Interest - - 30,357,527 191,856,961

Add: Share of Profit/ (Loss) in Associates (Net) - - (3,565,589) (63,061)

profit after taxation 2,556,950,566 2,273,900,041 2,987,011,271 2,519,770,041

Balance brought forward 4,694,251,485 2,420,351,444 3,718,964,539 1,199,194,498

Amount available for appropri -ation 7,251,202,051 4,694,251,485 6,705,975,810 3,718,964,539

Appropri -ation towards Capital Redemption Reserve - - (400,000,000) -

Balance carried to Balance Sheet 7,251,202,051 4,694,251,485 6,305,975,810 3,718,964,539

net Worth 33,527,080,063 30,970,129,497 32,981,853,822 30,486,479,364

During the year under review, the consolidated total income of the Company increased to Rs.13,272 million from Rs. 9,803 million in the previous year, representing an increase of 35%. Profit before tax stood at Rs. 3,406 million for the year compared to Rs.3,125 million for the previous year representing an increase of 9%.

The Standalone total income for the year 2010-11 increased to Rs. 3,612 million from Rs. 2,848 million in the previous year representing an increase of 26.82%. Profit before tax stood at Rs. 2,557 million for the year compared to Rs. 2,280 million for the previous year representing an increase of 12.15%.

Business Initiatives

During the year, your Company through its Subsidiaries, Associates and Joint Ventures, wherein your Company holds substantial stake had launched projects in Mumbai, namely, high end residential project "Orchid Turf View" at Mahalakshmi and "Orchid Views" at Mumbai Central. The Company has its other major ongoing projects, viz. "Orchid Woods" at Goregaon (East), SRA project at Mahul, high end residential projects viz. "Orchid Crown" at Prabhadevi, "Orchid Heights" at Mahalakshmi, "Orchid Suburbia" at Kandivli and "Orchid Ozone" at Dahisar. The ongoing projects also include "Orchid Centre" a commercial venture and a residential project, "Orchid Golf View" in Yerwada, Pune. While the real estate industry started showing sign of slowing down from the second quarter of FY 2010- 11, the customers' response has been very encouraging for all our projects and construction is also progressing satisfactorily.

The project for the redevelopment of Sector J of Govt Colony, in Bandra East, Mumbai is proposed to be undertaken through a Subsidiary Company viz. DB Spacecon Pvt Ltd after approvals are received and fnancial tie up is made.

The project which was proposed to be undertaken in Pimpri Chinchwad, Pune by one of the subsidiary Companies, viz. D B Man Realty Limited and which was pending for the execution of the development agreement with the Pimpri Chinchwad New Town Development Authority has been cancelled after a lapse of almost two years from the date of Letter of Allotment by the Pimpri Chinchwad New Township Development Authority although the SPV Company has complied with all the terms of the Letter of Allotment. The Company has sought appropriate legal redressal in the matter.

2G Spectrum case

With regard to the media reports alleging involvement of the Company with the ongoing 2G spectrum case, your Company, by various Press Releases, has already clarified that it is not connected with the same, though the matter involves one of the telecom companies wherein promoters of your Company hold stake. There are allegations against the two Managing Directors based on charge sheet filed by CBI. In addition, two Key Management Personnel of the Company have also been charged in the same matter. The matter is sub- judice and all the concerned are in the process of fghting the legal battle to establish their innocence. Your Company reiterates that it has no involvement in the same and has been extending the required co-operation and assistance to all the agencies in this regard. The Company's functioning has not been impacted by such reports and your Company continues to function under the able guidance of the Chairman and senior directors with rich business experience in the industry and other able professionals under the guidance and supervison of the Board of Directors of the company.

our comments on the observations of the auditors:

The Auditors in their Report have drawn attention of the members to certain notes to the Financial Statements. While the said notes themselves are self explanatory, your Directors offer the following clarifications and further explanations relating to some of the significant observations, which in the Company's perspective are normal transactions commensurate with the size and nature of its business activities:

1. Para 3 (b) (i) of the Report: The frm Dynamix Realty in which your Company is a partner with 99% stake in profits with regard to TDRs generated by the said frm has advanced certain amounts to the other partner including Rs. 150 crores as Security Deposit for the Development Rights granted to the frm by the said other partner, and the balance drawn by the other partner as advance to be adjusted against the share of profit and Rs. 104.80 crores to another company in which your Company has also business interests. All these advances are fully recoverable and good for recovery.

2. Para 3 (b) (ii) of the Report: The matter relating to allegations in 2G Spectrum case has been dealt with elsewhere in this report.

3. Para 3 (c) of the Report: (Note 2 to the Accounts) The guarantees referred to amounting to Rs. 1469.17 crores were given by the Company for loans taken by two other entities in the group relating to the hospitality business while the Company was a private limited company and much before the company went public in February, 2010. These two companies are honouring the commitments in respect of servicing and/or repayments of their debt obligations. Besides, the above Guarantees are secured and supported by counter guarantees of the promoters in favour of the Company, and are adequately secured by the promoters of the Company.

4. Para 3 (d) of the Report: (Note 8 to the Accounts): The Company has made investments in the shares / capital of the subsidiaries / associates / frms etc. and also advanced loans. These entities are having negative net worth, since thay have not yet commenced the execution of the projects. The advances were given from time to time towards these projects for various activities including the seed capital by the Company towards these projects. Hence, your Directors are of the frm view that these projects, which are of medium to long term nature would fetch results, in the future, not only to justify the initial investments but also to yield reasonable and adequate return on these investments in line with the industry standards.

Dividend

Your Company is in a growth phase and it is imperative to conserve cash for investing in implementation of the current projects as well as in other investments, which have synergy to our business and the potential to significantly add to the shareholder value. With a view to conserve the resources and to meet the fund requirements for Company's projects and also its growth plans, your Directors have not recommended any payment of dividend for the year 2010-11. However, your Directors would like to assure that reasonable dividends would be recommended by the Board at an appropriate time to reward the shareholders.

Subsidiaries

Your Company had the following subsidiaries as on 31st March, 2011:

name of the Subsidiary of D B realty Ltd. Shareholding (%)

1. D B Properties Private Limited 100.00

2. Esteem Properties Private Limited 100.00

3. Gokuldham Real Estate Development Company Private Limited 74.99

4. Neelkamal Realtors Tower Private Limited 50.72

5. Neelkamal Realtors Suburban Private Limited 66.00

6. Neelkamal Shantinagar Properties Private Limited 100.00

7. Real Gem Buildtech Private Limited 85.00

8. Saifee Bucket Factory Private Limited 100.00

9. D B Man Realty Limited 51.00

10. Priya Constructions Private Limited 100.00

11. D B Chandak Realtors Private Limited 70.00

12. Royal Netra Constructions Private Limited 50.40

13. A G Infraconstruction Private Limited (Through Royal Netra Constructions Private Limited)

14. DB View Infracon Private Limited 100.00

15. DB Spacecon Private Limited 74.00

16. DB MIG Realtors & Builders Private Limited 100.00

17. Vanita Infrastructure Private Limited 100.00

18. N A Estates Private Limited 100.00

19. Nine Paradise Erectors Private Limited 100.00

20. D B Contractors & Builders Private Limited 100.00

All the Subsidiary Companies are engaged and/or proposing to launch some of the Company's Projects, as Special Purpose Vehicles. The Company is also through other associates, joint Ventures, frms, AOPs etc, acting as SPVs undertaking few other projects of development of the properties for which it has acquired Development rights.

As on date of this Report, your Company has disposed of its holdings in D B Properties Pvt Ltd which was 100% subsidiary after transferring certain business and economic interests of the said subsidiary company in few partnership frms to another subsidiary, thus retaining its construction activities in another SPV viz. DB View Infracon Private Limited. The Company has also transferred its 70% shareholding in D B Chandak Realtors Private Limited to the other partner/shareholder, since this company has not been able to undertake the activity as envisaged earlier.

Royal Netra Constructions Pvt Ltd which was a step-down subsidiary through D B Man Realty Limited has become a direct subsidiary, during the year, with the transfer of shares by D B Man Realty Limited to your Company. A G Infraconstructions Private Limited has become a wholly owned subsidiary Company of Royal Netra Constructions Pvt Ltd and hence a step down subsidiary of your Company.

Particulars under Section 212 of the Companies Act, 1956, the Audited Statement of Account and the Auditor's Report of the Subsidiary Companies for the year ended 31st March, 2011 along with the Reports of the Board of Directors have not been annexed in terms of the exemption availed by the company as per the General Circular No.2/2011 issued by the Ministry of Corporate Affairs, Government of India, on fulfillment of the conditions stated therein. Copies of the audited accounts of the Company's subsidiaries can be sought by any member by making a written request to the Company in this regard. The Consolidated fnancial statements have been prepared pursuant to the applicable Accounting Standards, the Listing Agreement and include the fnancial information of its subsidiaries. The Annual Accounts of the subsidiary companies will also be available for inspection by any member at the registered office of the company and at the Company's website www.dbrealty.co.in.

Investment in the hospitality Group:

Your Directors have taken a decision, in the overall interests of the stakeholders as well to enhance overall value of the entity to invest in the Shares of the Hospitality company of DB Group which has so far remained a separate vertical. D B Hospitality Pvt Limited already owns two operating hotels in Mumbai and Ahmedabad through its subsidiaries. A third hotel had recently done a soft launch in Goa through a third subsidiary. The fourth operating hotel in Mukundgarh is expected to go on stream in October 2011. All these hotels are rated international brands. This Company is also in the process of setting up star hotels in Mumbai and New Delhi, at strategic locations. Your Directors are of the frm view that these investments offer an opportunity to DB Realty shareholders to participate in the positive growth scenario of luxury segment of the growing hospitality business and enhance value to the Company and its shareholders.

Cash flow Statement

In Conformity with the provisions of clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2011 is annexed hereto.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Vinod Goenka retires by rotation at the forthcoming Annual General Meeting. Mr. Vinod Goenka is also Managing Director of the Company, whose tenure will expire by the end of August, 2012.

Mr. Shahid Balwa, another promoter and Managing Director of the Company has opted to resign from the position of Managing Director and also as Director w.e.f. 9th February, 2011 after he was detained in the alleged telecom 2G licence matters.

During the year, Mr. Shahzaad Dalal, Mr. Mahesh Gandhi and Mr. Sundaram Rajagopal who were the nominees on the Board of the Company representing the Private Equity Investors, ceased to be nominee Directors. However w.e.f.1st November, 2010, all the three Directors were reappointed by the Board of Directors as Additional Directors. Mr. Shahzaad Dalal and Mr. Sundaram Rajagopal subsequently resigned as Directors w.e.f. 1st February, 2011 and 21st March, 2011 respectively. Mr. Chandan Bhattacharya, an Independent Director also resigned from the Board w.e.f.18th March, 2011. Mr. Michael McCook resigned as independent Director w.e.f. 21st April, 2011. Mr. Karunchandra Srivastava has resigned as independent Director w.e.f. 21st May, 2011.

Mr. K. M. Goenka and Mr. Usman Balwa have been appointed as Additional Directors in order to oversee and guide the business of the Company and to monitor the operations. They hail from the Promoter families and hence are non-independent Directors in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Jagat Killawala, Mr. Janak Desai and Mr. N. M. Rafque have been appointed as Independent additional Directors w.e.f. 17th May, 2011. Mr. K. M. Goenka has also been appointed as the Chairman of the Board of Directors. All these Additional Directors hold their respective offices up to the date of the ensuing Annual General Meeting of the Company and the Company has received Notices from the members proposing their appointments as Directors liable to retire by rotation.

The Board of Directors has also reconstituted various Committees in accordance with Clause 49 of the listing agreement.

Brief resume of the retiring Director as well as Directors whose appointments are to be made under Section 257 of the Companies Act, 1956 and a brief profile as stipulated under Clause 49 of the Listing Agreement with the stock exchanges forms the part of Notice / Report on Corporate Governance.

fixed Deposits

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956, during the year under review.

Directors' responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confrm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) They had prepared the annual accounts on a going concern basis.

Corporate Governance and management Discussion and analysis report

The Report on Corporate Governance and Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement are given separately and forms part of this Annual Report.

auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of the forthcoming Annual General Meeting. Members are requested to appoint Auditors for the current year at the Annual General Meeting.

Investors' relation and Grievances

Investors' relations have been cordial during the year. There were no investors' grievances pending as on 31st March, 2011. A confrmation to this effect has been received from the Company's Registrar and Share Transfer Agent.

Conservation of energy, research and Development, technological absorption, foreign exchange earnings and outgo

Your Company is not covered by the schedule of industries which are required to furnish the information required in Form A pursuant to Section 217(1) (e) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange outgo are as under:

Value of imports of Capital Goods on c.i.f. basis for the year is Rs. 29, 82,632 (Previous year Rs. 31,07,476)

Expenditure in Foreign Currency:

Stand alone amounts

particulars fiscal 2011(rs) fiscal 2010 (rs.)

Professional Fees 9,38,242 92,77,917

Interest - 16,33,25,375

Other Expenses 35,30,034 1,13,19,392

Information regarding employees relations/particulars of employees

The statement of particulars required pursuant to Section 217(2A) of the Companies Act, 1956, (the Act) read with the Companies (Particulars of Employees) Amendment Rules, 2011, forms part of this report. However as permitted under the Companies Act, 1956 this Report and Accounts are being sent to all members and others entitled excluding the above statement. Those interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office. The statement is also available for inspection at the registered office during working hours up to the date of the forthcoming Annual General Meeting (AGM)

Relations between employees and the management continued to be cordial during the year.

acknowledgement

Your Directors wish to place on record their appreciation to the Banks, Financial Institutions, Government Authorities, customers and other business associates for their support and co-operation and wish to place on record their gratitude to the shareholders and the investors for their trust, support and confdence in the Company. The Board also places on record its appreciation for the dedication displayed by employees at all levels.

on behalf of the Board of Directors

place : mumbai K. m. Goenka

Date : 12th august, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 4th Annual REPORT on the BUSINESS and operations of the Company along with the audited accounts for the financial year ended 31st March, 2010.

Financial Highlights

(amount Rs.)

Particulars Standalone F.y. 2009-10 F y 2008-09

Gross sales and other receipts 2,848,038,342 2,906,281,427

Profit before interest and finance charges, depreciation, amortization and taxation 2,691,099,639 2,777,982,556

Interest and Finance Charges 356,540,385 193,135,918

Depreciation and amortization 54,159,213 28,361,960

Operational profit before tax 2,280,400,041 2,556,484,678

Provision for Tax (6,500,000) (1,970,051)

Less: Minority Interest - -

Add:Share of Profit/(Loss) in Associates (Net) - -

Profit after taxation 2,273,900,041 2,554,514,627

Balance brought forward 2,420,351,444 (134,163,183)

Balance carried to Balance Sheet 4,694,251,485 2,420,351,444

Net Worth 30,970,129,497 9,094,403,551

Particulars Consolidated F.Y.2009-10 F.Y.2008-09

Gross sales and other receipts 9,803,387,276 4,712,318,283

Profit before interest and finance charges, depreciation, amortization and taxation 3,946,597,276 2,325,851,234

Interest and Finance Charges 726,113,259 746,815,160

Depreciation and amortization 95,535,595 73,895,869

Operational profit before tax 3,124,948,422 1,505,140,205

Provision for Tax (413,258,359) (66,944,730)

Less: Minority Interest 191,856,961 21,544,948

Add:Share of Profit/(Loss) in Associates (Net) (63,061) 113,074

Profit after taxation 2,519,770,041 1,416,763,601

Balance brought forward 1,199,194,498 (217,569,103)

Balance carried to Balance Sheet 3,718,964,539 1,199,194,498

Net Worth 30,486,479,364 8,108,576,872

major events

During the year under review, your Company has successfully launched its Initial Public offer of 32,051,282 equity Shares of Rs. 10/- each for cash at a price of Rs. 468/- per equity Share, through Book Building process resulting in aggregate gross I P o proceeds of Rs.15,000 million. the Issue constituted upto 13.18% of the post Issue paid-up capital. the IPo opened on 29th January, 2010 and closed on 2nd February, 2010 and was oversubscribed by 2.63 times. the equity Shares of the Company were listed in Bombay Stock exchange Ltd. (BSE) and National Stock exchange of India Ltd. (NSE) and the trading in the shares of the Company commenced on 24th February, 2010 on both the stock exchanges. Prior to IPo, the following pre-launch activities were completed by the Company during the year under review:

(a) The Company was converted as a public Limited company and the name was changed to D B Realty Limited, pursuant to the shareholders resolution dated September 5, 2009 and a fresh certificate of incorporation dated September 23, 2009 was received from Registrar of Companies, Mumbai;

(b) The Company also increased its authorized share capital from Rs. 125,000,000 divided into 11,000,000 equity Shares and 1,500,000 convertible cumulative preference shares of Rs. 10 each to Rs. 3,000,000,000 divided into 298,500,000 equity Shares and 1,500,000 preference shares of Rs.10 each;

(c) The Company converted the outstanding 810,000 Compulsorily convertible preference shares of Rs.10 each issued at a premium of Rs. 3,990 per share into 810,000 equity Shares of Rs.10 each and 9,37,500 compulsorily convertible debentures of Rs.5,600 each into 937,500 equity Shares of Rs.10 each at a premium of Rs.5,590 per Share which were earlier held by different Private equity Investors/body corporate; and

(d) The Company also issued and allotted bonus shares on 26.09.2009 in the ratio of 20 new fully paid up equity shares for each equity share held by the Shareholders by capitalizing part of the amount standing to the credit of Security Premium Account.

Performance Review

Post global economic crisis in the 3rd quarter, 2008, the Real estate Industry witnessed a turn around and in early March, 2009, on the back of the Governments stimulus in the form of easing liquidity and allowing real estate companies to restructure the debt, your Company could position itself for better performance. Your Company is having strong presence in and around Mumbai, which has a significant shortage of developable open land and this underlines its strong fundamentals to cater to the demands in real estate of all income groups/strata of society.

During the year under review, your Company, in the consolidated Financial Statements of the Group consisting of the Company, its subsidiaries, Firms, AoPs, Joint Ventures and Associates could post a robust growth as its total revenue increased from Rs. 471.23 crores in the previous year to Rs. 980.34 crores (108.04% increase), and the Companys Group Profit after tax (PAt) stands at Rs.251.98 crores as compared to Rs. 141.68 crores (77.85% increase) in the corresponding previous year.

BUSINESS initiatives

During the year, your Company through its Subsidiaries, Associates and Joint Ventures, wherein your Company holds substantial stake had launched (1) a high end residential project namely orchid Crown, at Prabhadevi, Mumbai, (2) orchid Suburbia at Kandivli, Mumbai and (3) orchid ozone at Dahisar, at the outskirts of Mumbai. the Company has its ongoing project orchid Woods at Goregaon (east), Mumbai, and SRA project at Mahul. the Company received a very encouraging response for all the projects from various strata of society and has already commenced the initial stage of the development, in the Projects undertaken during the year.

The Company is also through one of subsidiaries slated to undertake one of major township development in Pimpri Chinchwad area of Pune which is expected to be launched shortly. the Company is also proposing to launch its other upcoming projects as soon as the requisite approvals are received.

The Company has received a Letter of Intent dated 26th July, 2010 from Executive Engineer, Building Construction Division, Govt of Maharashtra to develop Sector J of Government Colony at Bandra (east), Mumbai. the Company expects to develop approximately 8 million sq ft of world class enclave comprising of residential and commercial uses.

Over and above the ongoing and upcoming projects, your Company is constantly on the look out for various avenues of growth by exploring potential developments with a view to undertake both short term and long term property developments.

dividend

With a view to Conserve the resources and to meet the fund requirements for Companys growth plans, your Directors do Not recommend any payment of Dividend for the year 2009-10.

Subsidiaries

Your Company has the following subsidiaries as on 31st March, 2010:

Name of the Subsidiary of D B Realty ltd. Sharehoding (%)

1. D B Properties Private Limited 100.00

2. Esteem Properties Private Limited 100.00

3. Gokuldham Real estate Development Company Private Limted 74.99

4. Neelkamal Realtors tower Private Limited 50.72

5. Neelkamal Realtors Suburban Private Limited 66.00

6. Neelkamal Shantinagar Properties Private Limited 100.00

7. Real Gem Buildtech Private Limited 85.00

8. Saifee Bucket Factory Private Limited 100.00

9. D B Man Realty Limited 51.00

10. Priya Constructions Private Limited 100.00

11. D B Chandak Realtors Private Limited 70.00

12. Royal Netra Constructions Private Limited (through D B Man Realty Limited) 50.40

The above Subsidiary Companies are engaged and/or proposing to launch some of the Companys Projects, as SPECIALPurpose Vehicles. the Company is also through other associates, joint Ventures, firms, AoPs etc, acting as SPVs undertaking few other projects of development of the Properties for which it has acquired Development rights.

Particulars under Section 212 of the Companies Act, 1956, the Audited Statement of Account and the Auditors REPORT of the Subsidiary Companies for the year ended 31st March, 2010 along with the Reports of the Board of Directors have Not been annexed since, the Company has been exempted by the Central Government vide their letter No.F47/537/2010-CL-CL-III dated 21st June, 2010. Copies of the audited accounts of the Companys subsidiaries can be sought by any member by making a written request to the Company in this regard. the Consolidated financial statements have been prepared pursuant to the applicable Accounting Standards, the Listing Agreement and includes the financial information of its subsidiaries.

Finance Raising arrangements

Your Company has adequate financial tie-ups with different Nationalised Banks and Financial Institutions for timely funding for property development.

Consolidated Financial Statements

In Compliance with the Accounting Standard 21 and the Listing Agreement entered into with the Bombay Stock exchange Limited and the National Stock exchange of India Limited, this Annual REPORT includes the consolidated Financial statements of D B Realty Ltd. and its subsidiaries, Associates, and Joint Ventures for the financial year 2009-10.

Cash Flow Statement

In Conformity with the provisions of clause 32 of the Listing Agreement with the Stock exchanges, the Cash Flow Statement for the year ended 31st March, 2010 is annexed hereto.

Directors

On 14th September, 2009, the Company has reconstituted its Board prior to raising capital through IPo in conformity with Clause 49 of the Listing Agreement and as a part thereof, Mr. Karunchandra Srivastava and Mr. Chandan Bhattacharya, Independent Directors, were inducted in the Board. Further, Mr. Karunchandra Srivastava, Independent Director, was appointed as the Chairman of the Board of Directors of the Company, in place of Mr. ViNod Goenka, being the Promoter Chairman. the Company has also constituted various committees in compliance with Clause 49 of the listing agreement and also a Finance Committee to carry out functions mandated in terms of reference given to it.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Mahesh Gandhi, Mr. Sundaram Rajagopal, and Mr. Michael McCook are retiring by rotation at the forthcoming Annual General Meeting and being eligible have offered for their re-appointment as the Directors of the Company at the ensuing Annual General Meeting.

Brief resume of the retiring Directors proposed to be re-appointed, nature of their experience in their functional areas, name of the companies in which they hold directorship and membership/chairmanship of the Board Committee, as stipulated under Clause 49 of the Listing Agreement with the stock exchanges forms the part of Notice.

Fixed deposits

The Company has Not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956, during the year under review.

Directors Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) They had selected such accounting policies and applied them consistently and made judgements and estimates THAT are rea- sonable 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 the year;

c) They had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) They had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION and ANALYSIS REPORT

MANAGEMENT DISCUSSION and ANALYSIS is given separately and forms part of this annual REPORT.

Corporate Governance

Your Company firmly believes in and always practices good corporate governance. Your Companys objective is to create value in the market THAT can be sustained over the long-term for customers, shareholders, employees, BUSINESS partners and society as a whole. It is believed by the Company THAT success of a corporate refects the professionalism, conduct and ethical values of its managements and employees.

The REPORT of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of Annual REPORT. the Managing Directors declaration regarding compliance of Code of BUSINESS Conduct and Ethics for board members and senior MANAGEMENT personnel forms part of REPORT on Corporate Governance.

The requisite certificate from Practising Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 of the Listing Agreement is annexed to this REPORT.

listing Fees

The equity Shares of the Company are listed at the Bombay Stock exchange Limited (BSE) and the National Stock exchange of India Limited (NSE). the Company has paid the applicable listing fees to the above stock exchanges for the financial year 2010-11. the Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory AUDITORS of the Company, hold office upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Internal Control Systems and their adequacy

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Companys BUSINESS. the Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures THAT all its assets are safeguarded and protected against losses. the Internal Auditor of the Company conducts the audit on regular basis and the Audit committee reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard the Companys assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.

Investors Relation and Grievances

Investors relations have been cordial during the year. As a part of compliance, the Company has formed Shareholders and Investor Grievances Committee to deal with the issues relating to investors. there was 1 (one) investors grievances pending as on 31st March, 2010. A confirmation to this effect has been received from the Companys Registrar and Share transfer Agent.

Conservation of energy, Research and development, Technological absorption, Foreign exchange earnings and Outgo

Your Company is Not covered by the schedule of industries which are required to furnish the information required in Form A pursuant to Section 217(1) (e) read with Rule 2 of the Companies (Disclosure of Particulars in the REPORT of Board of Directors) Rules, 1988, the Company has Not imported any technology or carried out any BUSINESS of export or import and therefore the disclosure requirement against technology absorption are Not applicable. the details of Foreign exchange outgo are as under:

Value of imports of Capital Goods on c.i.f. basis for the year is Rs. 31, 07,476

Expenditure in Foreign Currency:

Particulars amount (Rs)

Professional Fees 92,77,917

Interest 16,33,25,375

Other Expences 1,13,19,392

Information regarding employees Relations/Particulars of employees

Information as per Section 217(2A) of the Companies Act, 1956, (the Act) read with the Companies (Particulars of employees) Rules, 1975, as amended from time to time forms part of this REPORT.

Relations between employees and the MANAGEMENT continued to be cordial during the year.

Acknowledgement

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels and wish to convey their appreciation to the Banks, Financial Institutions, Government Authorities, customers and other BUSINESS associates for their excellent assistance and co-operation and wish to place on record their gratitude to the shareholders and the investors for their trust, support and confidence in the Company

Annexure to Directors REPORT for the year ended 31st March, 2010. Statement pursuant to Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of employees) Rules, 1975

Note: Remuneration includes Basic Salary, HRA, Allowances, Bonus, ex-Gratia and Companys Contribution to PF, LtA and Medical Reimbursement, perquisite for Car, Variable Pay, Commission but does Not include Leave encashment and Companys Contribution to Gratuity Fund.

The monetary value of perquisites is calculated in accordance with the provisions of the Income- tax Act, 1961 and Rules made thereunder.

*Employed for part of the Year.

On Behalf of the Board of directors

S/d

CHAIRMAN

MUMBAI,

DAte: 28-07-2010