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Directors Report of Emami Infrastructure Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

"Accounts of the Company for the year ended 31st March, 2016.

SCHEME OF AMALGAMATION

The Scheme of Arrangement for Amalgamation ("Scheme") of the wholly-owned subsidiary companies viz. Emami Realty Limited ("ERL") and Emami Rainbow Niketan Private Limited ("ERNPL") with the Company was approved by the Hon''ble High Court at Calcutta vide its Order dated 14th June, 2016. The certified copy of the said Order was filed with the office of Registrar of Companies on 22nd July, 2016 and accordingly, the Scheme have become operative with effect from the Appointed Date i.e., 1st April, 2015. The Financial Statements of the Company for the year ended 31st March, 2016, were earlier approved by the Board of Directors at their meeting held on 27th May, 2016 on which the Statutory Auditors of the Company had issued their report dated 27th May, 2016. These financial statements have been reopened and revised to give effect to the Scheme, since the Appointed Date is 1st April, 2015.

FINANCIAL PERFORMANCE

The standalone performance of the Company for the year ended on 31st March, 2016 is stated below:

(Rs. in Lacs)

Particulars

2015-16 *

2014-15

Revenue from Operations

64.06

-

Other Income

9,306.75

72.00

Increase/(Decrease) in Inventories

20,401.55

-

Total Revenue

29,772.36

72.00

Total Expenses

30,595.94

76.85

Loss Before Tax

(823.58)

(4.85)

Tax Expenses

- Current Tax

-

-

- Income Tax paid for Earlier Years

3.45

1.37

Loss for the Year

(827.03)

(6.22)

Profit Brought Forward from Previous Year

1,281.31

1,287.52

Add: Transferred on amalgamation

(2,220.75)

-

Less: Expenses written off

(0.01)

-

Net Surplus/(Deficit) in the Statement of Profit & Loss

(1,766.48)

1,281.31

- In view of the amalgamation of Emami Realty Limited and Emami Rainbow Niketan Private Limited with the Company with effect from 1st April 2015, the figures for the current year are not comparable with those of the previous year.

OPERATIONS

Your Directors are pleased to inform that our Project ''Emami City'' is ahead of delivery schedule and we are very confident that the delivery of apartments to the customers will be well in advance.

In respect of our Chennai Project ''Emami Tejomaya'', your Company has awarded the construction contract to Larsen & Tourbo Limited, to ensure best possible quality of service. We have also aligned the size of units, to suit the financial reach of individual customers. Our Project has received good response from the customers.

The consolidated revenue of your Company for the year ended 31st March, 2016 is Rs. 32,763.07 Lacs and Loss after Tax is Rs. 423.98 Lacs as compared to the consolidated revenue and Profit after Tax for the previous year of Rs. 7,295.50 Lacs and Rs. 1,227.22 Lacs respectively, mainly due to unsold stock lying with one of the Associate Company due to poor market conditions.

AWARDS & ACHIEVEMENTS

You would be glad to learn that our Emami City Project has received a "Prashansha Patra - 2015" from National Safety Council of India for developing and implementing effective Management Systems & Procedures and achieving good performance in Occupational Safety & Health during the year 2014.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments, except for the approval of the Scheme by the Hon''ble High Court as stated above, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

In compliance with Accounting Standard 21 specified under Section 133 of the Companies Act, 2013 ("Act") read with Rule 7 of the Companies (Accounts) Rules, 2014, your Company has prepared Consolidated Financial Statements, which forms part of this Annual Report. Further, pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiaries & associates in the prescribed form AOC-1 has also been provided as a part of this Annual Report. The Company does not have any joint venture.

The highlights of performance of subsidiaries & associate companies and their contribution to the overall performance of the Company during the period under review, is tabulated below:

(Rs. in Lacs)

Particulars

Turnover

Profit / (Loss) After Tax

Profit / Loss considered in consolidation

Networth attributable to Equity Shareholders as on 31.03.2016

Subsidiaries

Sneha Ashiana Pvt. Ltd.

-

(0.57)

(0.57)

(22.35)

Delta PV Pvt. Ltd.

-

0.01

0.006

9.67

New Age Realty Pvt. Ltd.

-

(246.00)

(147.60)

(523.71)

Associates

Zandu Realty Limited

866.79

704.91

250.31

6485.19

Roseview Developers Pvt. Ltd.

-

(0.16)

(0.08)

(2.86)

Prajay Urban Pvt. Ltd.

-

(0.41)

(0.20)

(1.02)

Bengal Emami Housing Limited

-

(2.66)

(0.80)

1.54

Swanhousing & Infra Pvt. Ltd.

-

2.75

0.93

69.02

As per the provisions of Section 136 of the Act, separate audited financial statements of the subsidiaries are being placed on the Company''s website www.emamirealty.com and a copy of such separate audited financial statements of the subsidiaries will be provided to the shareholders on request.

A Policy has been formulated for determining the Material Subsidiaries of the Company in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The said Policy has been posted on the Company''s website at the we blink www.emamirealty.com/code.php.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Act have been disclosed in the Notes to the Audited Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties entered during the financial year by the Company were on an arms'' length basis and in the ordinary course of business. There were no material related party transactions, i.e., transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, entered into during the year. Accordingly, the disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to your Company.

A policy on ''Materiality of and dealing with Related Party Transactions'' has been devised by the Board of Directors and the same may be referred to, at the Company''s website at the we blink www.emamirealty.com/code.php

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS & AUDITOR''S REPORT

At the Annual General Meeting held on 5th September 2014, M/S S. K. Agrawal & Co., Chartered Accountants (Firm Registration No. 306033E) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 11th Annual General Meeting, subject to ratification by the members annually. Accordingly, the appointment of M/S S. K. Agrawal & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors'' Report to the shareholders for the year under review does not contain any qualification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/S MKB & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended 31st March 2016 is annexed herewith as "Annexure - 1". The Report does not contain any qualification.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS:

(a) Appointment of Independent Directors:

Mrs. Karabi Sengupta (DIN: 02534951), was appointed as an Additional Director of the Company with effect from 31st March, 2015 and the members, at the Annual General Meeting of the Company held on 9th September, 2015, approved her appointment as an Independent Director for a term of 5 years with effect from the date of appointment.

On the recommendation of the Nomination & Remuneration Committee, Mr. Debasish Bhaumik (DIN: 06933306), was appointed as an Additional Director (Category - Independent) of the Company with effect from 22nd July, 2016 by the Board of Directors of the Company and subject to the approval of the Members, also as Independent Director, with effect from 22nd July, 2016 for a term of 5 years.

(b) Statement on declaration given by Independent Directors under sub- section (6) of section 149:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

(c) Familiarization Programme undertaken for Independent Directors:

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company''s operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Company''s website under the we blink www.emamirealty.com/code. php.

II. NON- INDEPENDENT DIRECTORS:

Retirement by Rotation

As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Basant Kumar Parakh (DIN: 00103176) retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Director recommend his re-appointment.

Appointment of Whole-time Directors

On the recommendations of the Nomination & Remuneration Committee, Mr. Rajesh Bansal (DIN: 00645035) and Mr. Sanjay Choudhary (DIN: 00669470), the Whole-time Directors of ERL, since amalgamated with the Company, were appointed by the Board of Directors of the Company as Additional Directors of your Company, and subject to the approval of the Members, also as Whole-time Directors, with effect from 22nd July, 2016.

III. KEY MANAGERIAL PERSONNEL ("KMP")

Dr. Kalyanasundaram Ramamurthy, the CEO of ERL, since amalgamated with the Company, was appointed as the CEO of the Company with effect from 22nd July, 2016.

Notices under Section 160 of the Act have been received for the appointment of Mr. Debasish Bhaumik, Mr. Rajesh Bansal and Mr. Sanjay Choudhary who have filed their consents to act as Directors of the Company, if appointed. Appropriate resolutions seeking your approval to the aforesaid appointments are appearing in the Notice convening the 8th AGM of your Company.

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2016, six Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent Directors was held on 11th February, 2016 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as "Annexure - 2".

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the corporate office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:-

(i) In the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards, have been followed and there are no material departures from the same;

(ii) The Directors 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 as at the end of the financial year and of the loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management

Discussion and Analysis for the financial year ended 31st March, 2016 is presented in separate sections forming part of the Annual Report.

CEO & CFO CERTIFICATION

As required by Regulation 17(8) of the Listing Regulations, the CEO & CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with its size, requirement and the nature of operations. The Company''s system of internal control has been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place to properly and efficiently conduct its business, safeguard its assets, detect fraud and errors, maintain accuracy and completeness of accounting records and prepare financial records in a timely and reliable manner.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee evaluated the performance of all the Directors on parameters such as level of engagement, independence of judgment, contribution to the strategic planning process, safeguarding the interest of the stakeholders, etc. and in context of the role played by them as a member of the Board at its meetings, in assisting the Board in realizing its role of strategic supervision of the functioning of the Company.

The Independent Directors at their meeting held without the presence of Non- Independent Directors and members of the management, evaluated the performance of the Non-Independent Directors and the Board as a whole.

The Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the Independent Directors, carried out an evaluation of its own performance and that of its Committees and individual Directors. Structured questionnaires covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, designed on the basis of the Company''s Board Evaluation Policy and framework adopted by the Board were used for the purpose of carrying out the evaluation process.

The Directors expressed their satisfaction over the evaluation process and results thereof.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

REMUNERATION POLICY

The Policy of the Company on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of Companies Act, 2013, is appended as "Annexure - 3" to this Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said Policy may be referred to, at the Company''s website at the web link www.emamirealty.com/code.php.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The Policy is periodically reviewed to ensure that the executive management controls the risk as per decided Policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a Policy against Sexual Harassment for its employees. The Policy allows every employee to freely report any such act and prompt action will be taken thereon. The Policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there was no case of sexual harassment reported to the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return as on the financial year ended 31st March, 2016 in Form MGT 9 is annexed hereto as "Annexure - 4" and forms a part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

There are no significant material orders passed by the Regulators / Courts/Tribunals which would impact the going concern status of the Company and its future operations.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

A. The operations of the Company are not energy intensive as the Company is not engaged in any manufacturing activity and hence reporting under this does not arise.

B. No technology has been developed and / or imported by way of foreign collaboration.

C. During the year, foreign exchange inflow was Nil and outflow was Rs. 106.11/- Lacs (P.Y. - Nil).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As on 31st March 2016, the balance lying in Unclaimed Fractional Share Sale Proceeds Account is Rs. 24,638/- which is due for transfer to the Investors Education and Protection Fund (IEPF) on 21st September 2017.

Pursuant to the provisions of IEPF (Uploading of Information regarding Unpaid and Unclaimed Amounts lying with companies) Rules, 2012, the Company has uploaded the details of Unclaimed Fractional Share Sale Proceeds lying with the Company on the its website, as also on the website of Ministry of Corporate Affairs.

APPRECIATION

Your Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Company''s Bankers, Central and State Government Authorities, Stock Exchange(s), Depositories and all other Business Associates for the growth of the organization.

Your Directors also wish to place on record their deep appreciation to all the employees for their commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Kolkata Abhijit Datta

August 11, 2016 Chairman


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 7th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL PERFORMANCE

The standalone performance of the Company for the year ended on 31st March, 2015 is summarised below:

(Rs. in Lacs)

Particulars 2014-15 2013-14

Total Revenue 72.00 28.99

Total Expenses 76.85 60.51

Profit/(Loss) before Taxation (4.85) (31.52)

Tax Expenses

- Income Tax paid for Earlier Years (1.37) -

Profit/(Loss) after Taxation (6.22) (31.52)

Profit Brought Forward 1,287.53 1,319.05

Profit Carried Forward 1,281.31 1,287.53

DIVIDEND

Since your Company has incurred loss this year, your Directors regret their inability to recommend any dividend for the year ended 31st March 2015.

STATE OF COMPANY AFFAIRS

Your Company is engaged in various projects through its subsidiaries and associates.

The consolidated revenue of your Company for the year ended 31st March, 2015 is Rs. 72.95 Crores and Profit after Tax is Rs. 12.27 Crores which is higher than the consolidated revenue and Profit after Tax for the previous year, that is, Rs. 20.73 Crores and Rs. 7.55 Crores respectively.

During the year under review, Emami Realty Limited, its wholly owned subsidiary has entered into two Joint Development Agreements for development of about 8.35 acres and about 6.17 acres at Chennai, Tamil Nadu. The construction schedule of our Project 'Emami City' is on time.

SCHEME OF AMALGAMATION OF EMAMI REALTY LIMITED

During the year under review, the Board of Directors has decided not to proceed further with the proposal of amalgamation of its wholly owned subsidiary "M/S Emami Realty Limited" with M/S Zandu Realty Limited and accordingly, all proceedings in connection therewith have been withdrawn.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

As on 31st March 2015, the Company's subsidiaries, step down subsidiaries & associates are as follows:

- Emami Realty Limited (wholly-owned subsidiary)

Its Subsidiaries:

Emami Constructions Private Limited (100%)

Sneha Ashiana Private Limited (100%)

Delta PV Private Limited (55%)

New Age Realty Private Limited (60%)

Its Associates:

Roseview Developers Private Limited (50%)

Prajay Urban Private Limited (50%)

Bengal Emami Housing Limited (30%)

- Emami Rainbow Niketan Private Limited (wholly- owned subsidiary)

Its Associate:

Zandu Realty Limited (35.51%)

The Company does not have any joint venture.

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges. The said Policy has been posted on the Company's website at the weblink http://www.emamirealtv.com/code.php.

A statement containing the salient features of the financial statements of each of the subsidiaries & associates in the prescribed format AOC-1 is appended as "Annexure - 1" to this Report. The statement also provides details of performance and financial positions of the subsidiaries and associates.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and of all its subsidiary and associate companies, which is forming part of the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, separate audited financial statements of its subsidiaries are being placed on its website www. emamirealty.com and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders on request.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 in relation to loans or guarantee are not applicable to the Company, being an infrastructure company as defined under Schedule VI to the Act. No investment was made by the Company during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Particulars of every contract or arrangements entered into by the Company with Related Parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 prescribed under the Companies (Accounts) Rules, 2014 is appended as "Annexure - 2" hereto and forms part of this Report.

A policy on 'Materiality of and dealing with Related Party Transactions' has been devised by the Board of Directors at its meeting held on 12th November 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company's website at the weblink http://www. emamirealty.com/code.php.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS & AUDITORS' REPORT

At the Annual General Meeting held on 5th September 2014, M/S S. K. Agrawal & Co., Chartered Accountants (Firm Registration No. 306033E) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 11th Annual General Meeting, subject to ratification by the members annually. Accordingly, appointment of M/S S. K. Agrawal & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re- appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors' Report to the shareholders for the year under review does not contain any qualification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remunera- tion of Managerial Personnel) Rules, 2014, the Board has appointed M/S MKB & Associates, Practising Company Secretaries as Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended 31st March 2015 is annexed herewith as "Annexure - 3". The Report does not contain any qualification.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS

(a) Appointment of Independent Directors :

At the Annual General Meeting of the Company held on 5th September, 2014, the Members of the Company appointed Mr. Abhijit Datta (DIN: 00790029), Mr. Hari Mohan Marda (DIN: 00855466), Mr. Ram Gobind Ganeriwala (DIN: 00863042) and Mr. Amar Bhalotia (DIN: 00642662) as Independent Directors under the Act for a term of up to 31st March, 2019.

(b) Change in Directorship during the year :

Mr. Amar Bhalotia resigned from the Directorship of the Company with effect from 13th February, 2015 due to personal reasons. The Board places on record their appreciation for the services and contribution made by him during his tenure.

As per the provisions of Section 149(1) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company is required to have atleast one Woman Director on its Board. Keeping in view of this requirement, Mrs. Karabi Sengupta (DIN : 02534951), has been appointed as a Director of the Company with effect from 31st March, 2015 on recommendation of the Nomination and Remuneration Committee.

(c) Statement on declaration given by Independent Directors under sub-section (6) of Section 149 :

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(d) Familiarization programme undertaken for Independent Directors :

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment settng out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company's operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Company's website under the weblink: http://www.emamirealtv. com/code.php.

II. NON-INDEPENDENT DIRECTORS

As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Girja Kumar Choudhary (DIN : 00821762) retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Directors recommend his re- appointment.

III. KEY MANAGERIAL PERSONNEL

The Board of Directors at its meeting held on 30th May, 2014 approved the continuation of Mr. Girja Kumar Choudhary as the Whole-time Director & CFO and Ms. Payel Jain as the Company Secretary of the Company.

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2015, seven Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent Directors was held on 30th March 2015 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board of Directors of the Company.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure - 4" to this Report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Sections 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards, have been followed and there are no material departures from the same;

(ii) the Directors 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 as at the end of the financial year and of the loss of the Company for that period;

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

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out in Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this Annual Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/ CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commen- surate with the nature of its business and the size and complexity of its operations. The Company's system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and individual directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The Nomination and Remuneration Committee at its meeting established the criteria based on which the Board will evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Non Independent Directors and Board as a whole was also carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders' Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

REMUNERATION POLICY

The Policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of Companies Act, 2013, is appended as "Annexure - 5" to this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formed a Whistle Blower Policy / Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. A vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company's website at the weblink: http://www.emamirealtv.com/code.php.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31st March, 2015, the Company has not received any complaints pertaining to Sexual Harassment.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return as on the financial year ended 31st March, 2015 in Form MGT 9 is annexed hereto as "Annexure - 6" and forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the "Annexure - 7" hereto and forms part of this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As on 31st March 2015, the balance lying in Unclaimed Fractional Share Sale Proceeds Account is Rs. 24,638.69/- which is due for transfer to the Investors Education and Protection Fund on 21st September 2017.

Pursuant to the provisions of IEPF (Uploading of Information regarding Unpaid and Unclaimed Amounts lying with companies) Rules, 2012, the Company has uploaded the details of Unclaimed Fractional Share Sale Proceeds lying with the Company on its website (www.emamirealty.com), as also on the website of Ministry of Corporate Affairs.

APPRECIATION

Your Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Company's Bankers, Central and State Government Authorities, Stock Exchange(s), CDSL, NSDL and all other Business Associates for the growth of the organization.

Your Directors also wish to place on record their deep appreciation to all the employees for their commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Kolkata Abhijit Datta

May 25, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 6th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

Financial Results

The performance of the Company for the year ended on 31st March, 2014 is summarised below:

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Total Revenue 28.99 175.17

Total Expenses 60.51 46.67

Profit / (Loss) Before Taxation (31.52) 128.50

Current Tax - 44.29

Profit / (Loss) After Taxation (31.52) 84.21

Profit Brought Forward 1,319.05 1,234.84

Transfer to General Reserve - -

Balance Carried Forward 1,287.53 1,319.05

Dividend

Since your Company has incurred loss this year, your Directors regret their inability to recommend any divided for the year ended 31st March, 2014.

Review of operations

Your Company is engaged in various projects through its subsidiaries and associates.

The consolidated revenue from operations of your Company for the year ended 31st March, 2014 was Rs. 755.02 Lakhs against loss of Rs. 371.28 Lakhs in the previous year.

The application of most latest, simple and adaptable Mivan Technology in our Project "Emami City" has resulted into an effective system of construction satisfactorily and has been widely appreciated by our customers.

Our Project "Emami Swanlake" at Kukatpally, Hyderabad is nearing completion and the sales have been satisfactory.

Scheme of Amalgamation of Emami Realty Limited

During the year under review, the Board of Directors have approved amalgamation of its wholly owned subsidiary "M/S Emami Realty Limited" with M/S Zandu Realty Limited with effect from 1st April, 2013 in its meeting held on 8th July, 2013. Vide Letter dated 2nd May, 2014, BSE Ltd has conveyed to M/S Zandu Realty Limited that the Exchange is unable to grant its "no-objection" to the scheme in view of the observations made by Securities & Exchange Board of India (SEBI). The Company is taking appropriate action in the matter.

Subsidiary Companies

As on 31st March 2014, the Company''s subsidiaries and step down subsidiaries are as follows:

1. Emami Realty Limited (wholly-owned subsidiary)

2. Emami Rainbow Niketan Private Limited (wholly- owned subsidiary)

3. Emami Constructions Private Limited (wholly-owned subsidiary of Emami Realty Limited)

4. Sneha Ashiana Private Limited (wholly-owned subsidiary of Emami Realty Limited)

5. Delta PV Private Limited (subsidiary of Emami Realty Limited)

6. New Age Realty Private Limited (subsidiary of Emami Realty Limited)

Financials of subsidiary companies

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Annual Reports for the financial year 2013-14 of the aforesaid subsidiaries will be made available to the shareholders of the Company upon receipt of written requests from them. The Annual Reports for the financial year 2013-14 of the aforesaid subsidiary companies will also be kept open for inspection by the shareholders at the Registered Office of your Company and of the subsidiaries concerned between 10.30 a.m. to 1.30 p.m. on any working day.

In compliance with the requirements of the MCA Circular, a Statement showing relevant details for the year ended March 31,2014 of the subsidiaries have been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report.

A statement pursuant to Section 212(3) of the Companies Act, 1956 regarding extent of interest of the holding company in its subsidiaries, is attached herewith as Annexure A to this Report.

Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is appended as Annexure B and forms part of this Report.

Directors

The Board of Directors comprises of 6 Directors, out of which 4 Directors are Independent Directors. The Composition of the Board is in compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s).

Mr. Basant Kumar Parakh, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Companies Act, 2013 ("the Act") provides for appointment of Independent Directors. Section 149 of the Act (effective from April 1,2014) provides that Independent Directors shall not hold office for more than two consecutive terms of upto five years each provided that the Director is re-appointed by passing a special resolution on completion of his first term. Independent Directors are no longer liable to retire by rotation. Further as per explanation provided under Section 149 of the Act, any term of an Independent Director on the date of commencement of this Section, i.e., April 1, 2014 shall not be counted as a term.

Accordingly, the Board of Directors in its meeting held on 30th May, 2014 has proposed the appointment of Mr. Abhijit Datta, Mr. Hari Mohan Marda, Mr. Ram Gobind Ganeriwala and Mr. Amar Bhalotia as Independent Directors of the Company to hold office for a term upto March 31,2019, subject to the approval of the members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board recommends the appointment of above Directors with a view to avail their valuable advices and wise counsel. A brief profile of the above Directors seeking appointment/re-appointment required under Clause 49 of the Listing Agreement, is given in the Notice of AGM.

Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

Auditors

The Board, on recommendation of the Audit Committee, has proposed that M/S S. K. Agrawal & Co., Chartered Accountants, who retires at the conclusion of the ensuing Annual General Meeting, be re-appointed as Statutory Auditors of the Company, to hold office till the conclusion of fifth consecutive Annual General Meeting ("AGM"), subject to ratification by members at every AGM held after the ensuing AGM. M/S S. K. Agrawal & Co., Chartered Accountants have signified their consent, in writing, for such appointment along with a certificate stating that their appointment, if made, shall be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them accordingly from time to time and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014, and of the loss of the Company for the year ended on that date;

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

d) the Directors have prepared the accounts for the year ended 31st March, 2014 on a going concern basis.

Corporate Governance

As per Clause 49 of the Listing Agreement, a separate section on Corporate Governance practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Report.

Acknowledgments

Your Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Company''s Bankers, Central and State Government Authorities, Stock Exchange(s), CDSL, NSDL and all other Business Associates for the growth of the organization.

Your Directors also wish to place on record their deep appreciation to all the employees for their commitment and continued contribution to the Company.

For and on behalf of the Board

kolkata Abhijit Datta 30th May, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in presenting their report as a part of 5th Annual Report, along with the Audited Accounts ofthe Company forthe year ended 31st March, 2013.

FINANCIAL RESULTS

The standalone performance ofthe Companyforthe year ended on 31st March, 2013 is summarised below :

(Rs.in Lakhs)

Performance for the year ended 31st March 2013 2012

Total Revenue 175.17 468.76

Total Expenses 46.67 340.02

Profit Before Taxation 128.50 128.74

Current Tax 44.29 42.56

MAT Credit Adjustment - (16.80)

Profit After Taxation 84.21 102.98

Profit Brought Forward 1,234.84 1,131.85

Transferto General Reserve - -

Balance Carried Forward 1,319.05 1,234.83

DIVIDEND

In view ofgrowth prospects and to conserve resources, your Directors do not recommend any dividend forthe year.

REVIEW OF OPERATIONS

Your Company is engaged in various projects through its subsidiaries and associates.

During the financial year 2012-13, your Company has added Show Flat feature to its Project "Emami City" which was opened for display for customers and visitors on January 19, 2013. The existing customers along with the visitors have manifested their admiration and applauded the Show Flat which is evidenced by the number of bookings since inauguration event ofthe Show Flat. Your Company has awarded the construction contract to M/s Larsen & Tourbo Limited, most respected and well known contractors, mainly recognised for their quality ofservice. Moreover, the Project is approved by almost all the leading banks and housingfinance companies.

"Emami Swanlake", another Project of your Company in Hyderabad has witnessed a decent booking throughout the year 2012-13. About 63% ofthe total flats have already been sold. The construction work at Emami Swanlake is in full swing and the Project is expected to be completed by 2014.

SUBSIDIARY COMPANIES

As on 31st March 2013, the Company''s subsidiaries and step down subsidiaries are as follows :

1. Emami Realty Limited (wholly-owned subsidiary)

2. Emami Rainbow Niketan Private Limited (wholly-owned subsidiary)*

3. Emami Constructions Private Limited (wholly-owned subsidiary of Emami Realty Limited)

4. Sneha Ashiana Private Limited (wholly-owned subsidiary of Emami Realty Limited)

5. Delta PV Private Limited (subsidiary of Emami Realty Limited)

6. New Age Realty Private Limited (subsidiary of Emami Realty Limited)

* During the year, Emami Rainbow Niketan Private Limited has become a wholly-owned subsidiary of your Company and Octagon BPO Private Limited ceased to be the step-down subsidiary ofyour Company.

FINANCIALS OF SUBSIDIARY COMPANIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents ofthe subsidiary companies are not being attached with the Balance Sheet ofthe Company. The Annual Reports for the financial year 2012-13 ofthe aforesaid subsidiaries will be made available to the shareholders ofthe Company upon receipt ofwritten requestsfrom them. The Annual Reportsfor the financial year 2012-13 ofthe aforesaid subsidiary companies will also be kept open for inspection by the shareholders ofthe Company at the Registered Office ofyour Company and ofthe subsidiaries concerned between 10.30 A.M. and 1.30 P.M. on anyworking day.

In compliance with the requirements ofthe MCA Circular, a Statement showing relevant details for the year ended 31st March, 2013 of the subsidiaries have been included in the Consolidated Financial Statements ofthe Companywhich forms part ofthis Annual Report.

A statement pursuant to Section 212(3) ofthe Companies Act, 1956 regarding extent of interest ofthe holding company in its subsidiaries, is attached herewith as Annexure A to this Report.

DISCLOSURES

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per section 217(1)(e) ofthe Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is appended as Annexure B and forms part ofthis Report.

DIRECTORS

Currently the Company is having 6 Directors, out of which 4 are Independent Directors and remaining 2 are Non-Independent Directors. The Composition ofthe Board is in compliance with the provisions ofClause 49 ofthe Listing Agreementwith the Stock Exchanges.

Mr. Ram Gobind Ganeriwala, Director ofthe Company retires by rotation and being eligible, offer himselffor re-appointment.

Mr. Abhijit Datta wasappointed as an Additional Directorand Chairman ofthe Board ofDirectorsw.e.f. February 6, 2013 and holds office upto the ensuing Annual General Meeting pursuant to the provisions of Section 260 ofthe Companies Act, 1956. The Company has received notice from a member pursuant to Section 257 ofthe Companies Act, 1956 signifying his intention to propose the candidature of Mr. Abhijit Datta forthe office ofdirector.

PARTICULARS OF EMPLOYEES

The particulars required under Section 217(2A) ofthe Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

AUDITORS

The Board, on recommendation ofthe Audit Committee, has proposed that M/s. S. K. Agrawal & Co., Chartered Accountants, who retires atthe conclusion ofthe forthcoming Annual General Meeting, be re-appointed as Statutory Auditors ofthe Company, to hold office until conclusion of next Annual General Meeting ofthe Company. M/s. S. K. Agrawal & Co., Chartered Accountants have signified their willingness in writing and further informed that their appointment, if made, will be within the limits prescribed under Section 224 (1B) ofthe Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions ofSection 217 (2AA) ofthe Companies Act, 1956, the Board of Directors herebystate that:

a) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them accordingly from time to time and made judgments and estimates that were reasonable and prudent, so as to give a true and fairview ofthe state of affairs ofthe Company as at 31st March, 2013, and ofthe profit or loss ofthe Companyforthe year ended on that date;

c) the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions ofthe Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detectingfraud and other irregularities; and

d) the Directors have prepared the accountsforthe year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 ofthe ListingAgreement, a separate section on Corporate Governance practicesfollowed by the Company togetherwith a certificatefrom the Company''s Auditors confirming compliance is set out in the Annexure forming part ofthis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Reportfor the year under review is presented in a separate section forming part ofthis Report.

ACKNOWLEDGEMENTS

Your Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Company''s Banker, Central and State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth ofthe organization.

Your Directors also wish to place on record their deep appreciation to all the employees for their commitment and continued contribution to the Company.

For and on behalf of the Board

Kolkata Hari Mohan Marda Girija Kumar Choudhary

May 29,2013 Director Whole Time Director & CFO


Mar 31, 2012

The Directors are pleased to present the 4th Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

The standalone financial results for the year ended 31st March, 2012 are summarized below :

Particulars For the year ended For the year ended on 31.3.2012 on 31.3.2011 (Rs.) (Rs.)

Profit before Tax 1,28,74,296 78,15,716

Tax Expenses (25,75,857) (14,49,033)

Profit after Tax 102,98,439 63,66,683

Balance brought forward from last year 11,31,85,227 10,68,18,546

Balance carried forward to Balance Sheet 12,34,83,666 11,31,85,227

DIVIDEND

In view of the fund requirement for the projects your directors do not recommend any dividend for the year ended 31st March, 2012.

OPERATIONS

The Company is presently engaged in various projects through its subsidiaries and associates. The construction works of the residential project of Emami Constructions Private Limited (a step down subsidiary) at Hyderabad is in full swing. More than 40% of the total numbers of flats has already been sold.

Emami Realty Limited (a wholly-owned subsidiary) has undertaken the largest project in north Kolkata namely "Emami City" spread across 2.5 million square ft. (approx.).

PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Conservation of Energy, Technology Absorption Foreign Exchange Earning and Outgo

Presently, the company is not engaged in any activity relating to conservation of energy or technology absorption. The company has no foreign exchange earnings and outgoes during the year under review.

Particulars of The Employees

No employee of the Company is covered under Section 217(2A) of the Companies (Particular of Employees) Rules, 1975 made there under.

AUDITORS & AUDITOR'S REPORT

The Auditors, M/s. S.K. Agrawal & Company, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible under section 224(1 B) of the Companies Act, 1956 offers themselves for re-appointment.

The Notes on Accounts referred to in the Auditor's Report are self-explanatory and, therefore, do not call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

i) In preparation of the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures;

ii) The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your company as at 31st March, 2012 and of the profit of the company for the year ended on that date.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

iv) The annual accounts of your Company have been prepared on a going concern basis.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of section 274(1) (g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under the various provisions of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the standard of Corporate Governance. As per clause 49 of the Listing Agreement with the Stock Exchange, a separate section on the Corporate Governance together with a certificate from the Auditors of the company confirming the Compliance is set out in the Annexure forming part of this report.

DIRECTORS

Shri Amar Bhalotia will retire by rotation and being eligible offers himself for re-appointment.

The Board has appointed Shri Basant Kumar Parakh as an additional Director of the Company w.e.f. 14th November 2011. The Board has also appointed Shri Girija kumar Choudhary as an additional director of the Company and designated him as "Whole-time Director & CFO" w.e.f. 15th May 2012.

Pursuant to section 260 of the Companies Act, 1956, Shri Basant Kumar Parakh and Shri Girija kumar Choudhary will hold office upto the date of ensuing Annual General Meeting. The Company has received notices in writing from members of the Company proposing their appointment as directors with a deposit of Rs. 500/- as required by the Act.

The Board recommends appointment/re-appointment of aforesaid Directors for your approval.

A brief resume of directors being appointed/re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an Annexure to the notice of the ensuing Annual General Meeting.

Shri Krinsna Kumar Khemka ceased to be the director of the Company due to sad demise on 15th October 2012. Since 1st April 2012, Shri Abhijit Datta, Shri Rajesh Bagaria, Shri Raj K Sureka, Shri Prashant Goenka and Shri Aditya Vardhan Agarwal have resigned from the Board.

The Board places on record its deep appreciation for the services rendered by the aforesaid directors during their tenure as members of the Board.

SUBSIDIARY COMPANIES

As on 31.3.2012, the Company is having the following subsidiary and step down subsidiaries:

1. Emami Realty Limited (Subsidiary)

1.1 Delta PV Pvt. Ltd.

1.2 Emami Constructions Private Limited

1.3 Emami Ashiana Private Limited

1.4 Octagon BPO Private Limited

1.5 New Age Realty Private Limited

1.6 Emami Rainbow Niketan Private Limited

A statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies, is attached herewith as an Annexure.

In terms of general exemption granted by Ministry of Corporate Affairs, by the General Circular No. 2/2011 dated 8th February 2011, the annual accounts of the subsidiary Companies are not attached with the Accounts of the Company.

A statement pursuant to the said circular and under section 212(8) of the Companies Act, 1956 relating to Subsidiary Companies is attached with the Report as an Annexure.

Shareholders desirous for obtaining the Reports and Accounts of the subsidiary Companies may obtain the same upon request. The Audited Annual Account of subsidiary Companies will be kept open for inspection by any Shareholder at the Company's Registered Office.

In Compliance with the applicable Accounting Standards the audited Consolidated Financial Statements are provided in the Annual Report.

APPRECIATION

Your directors would like to record its appreciation for the cooperation and support received from Government Agencies, Central Government and State Government, Banks, Shareholders, Employees and all who have directly or indirectly contributed in success of your Company.

For and on behalf of the Board of Directors

Hari Mohan Marda Girija Kumar Choudhary Director Whole-time Director & CFO

Kolkata 14th August, 2012


Mar 31, 2011

Dear Shareholders

The Directors are pleased to present the 3rd Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

The Standalone Financial results for the year ended 31st March, 2011 are summarized below :

Particulars For the year ended For the year ended

on 31.3.2011 on 31.3.2010

(Rs.) (Rs.)

Profit before Tax 7,815,715 129,321,453

Tax Expense (1,449,033) (22,500,000)

Profit after Tax 6,366,681 106,821,453

Balance brought forward from last year 106,818,546 (2,907)

Balance carried forward to Balance Sheet 113,185,227 106,818,546

DIVIDEND

In view of the fund requirement for the projects your directors do not recommend any dividend for the year ended 31st March, 2011.

OPERATIONS

The Company is presently engaged in various projects through its Subsidiaries and Associates. Emami Constructions Private Limited-a Step down subsidiary of your Company, has commenced a residential project namely "Swan Lake" Project at Kukatpally, Hyderabad. Model flat is ready for showcasing and is being found trendy and in line with the expectation of buyer which has been evidenced by good responses from the prospective buyers. Construction activity is in full swing. The project is expected to be completed by December 2012.

Octagon BPO Pvt. Ltd., a step down

subsidiary of your Company is about to commence a commercial project at New Town Rajarhat. Kolkata.

PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo " Presently, the Company is not engaged in any activity relating to conservation of energy or technology absorption. The Company has no foreign exchange earnings and outgoes during the year under review.

Particulars of the Employees

No employee of the Company is covered under Section 217(2A) of the Companies (Particular of Employees) Rules, 1975 made there under.

AUDITORS & AUDITOR'S REPORT

The Auditors, M/s, S. K. Agrawal & Company, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 224(1 B) of the Companies Act, 1956 offers themselves for re-appointment.

The Notes on Accounts referred to in the Auditor's Report are self - explanatory and, therefore, do not call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

i) In preparation of the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures;

ii) The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

iv) The annual accounts of your Company have been prepared on a going concern basis.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under the various provisions of the Act.

MANAGEMENT DISCUSSION AND ANANLYSIS REPORT

The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the standard of Corporate Governance. As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on the Corporate Governance together with a certificate from the Auditors of the Company confirming the Compliance is set out in the Annexure forming part of this report.

DIRECTORS

Shri Raj K Sureka and Shri Aditya Vardhan Agatwal will retire by rotation and being eligible offer themselves for re-appointment.

SUBSIDIARY COMPANIES

As on 31.3.2011, the Company is having the following subsidiary and step down subsidiaries: 1. Emami Realty Limited (Subsidiary)

1.1 Delta PVPvt. Ltd.

1.2 Emami Constructions Private Limited

1.3 Emami Ashiana Private Limited

1.4 Octagon BPO Private Limited

1.5 New Age Realty Private Limited

1.6 Emami Rainbow Niketan Private Limited

A statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies, is attached herewith as an annexure.

In terms of general exemption granted by Ministry of Corporate Affairs, by the General Circular No. 2/2011 dated 8th February 2011, the annual accounts of the subsidiary Companies are not attached with the Accounts of the Company. A statement pursuant to the said circular and under Section 212(8) of the Companies Act, 1956 relating to Subsidiary Companies is attached with the Report as an Annexure. Shareholders desirous for obtaining the Reports and Accounts of the subsidiary Companies may obtain the same upon request. The Audited Annual Account of subsidiary Companies will be kept open for inspection by any Shareholder at the Company's Registered Office. In Compliance with the applicable Accounting Standards the audited Consolidated Financial Statements are provided in the Annual Report. GROUP FOR INTER-SE TRANSFER OF SHARES Pursuant to intimation from the promoters, the names of the Promoters and entities comprising "group" are disclosed in the Annual Report for the purpose of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997.

APPRECIATION

Your directors would like to record its appreciation for the cooperation and support received from Government Agencies, Central Government and State Government, Banks, Shareholders, Employees and all who have directly or indirectly contributed in success of your Company.

For and on behalf of the Board of Directors

Abhijit Datta

Chairman

Kolkata

12th August, 2011


Mar 31, 2010

The Directors are pleased to present the 2nd Annual Report of the Company, together with the Audited Accounts forthe financial year ended 31st March 2010.

FINANCIAL RESULTS

The financial results for the year ended 31st March 2010 are summarized below:





Particulars For the year ended For the year ended

on 31.03.2010 on 31.03.2009 (Rs.) (Rs.)

Profit before Interest and Tax 35,12,54,491 (2907)

Interest 22,19,33,038 Nil

Profit before Tax 12,93,21,453 (2907)

Income Tax Nil

-Current Tax 2,25,00,000 Nil

-Deferred Tax - Nil

Profit after Tax 10,68,21,453 (2,907) Balance brought forward from last year (2,907) Nil

Balance carried forward to Balance Sheet 10,68,18,546 (2,907)





DIVIDEND

In view of fund requirement for the projects your directors do not recommend any dividend for the year ended 31st March, 2010.

CHANGE OF THE NAME AND SUB-DIVISION OF SHARES

The name of Company was changed from Slick Properties Private Limited to Slick Properties Limited vide new certificate of incorporation issued by the Registrar of Companies,West Bengal on 5th June 2009. Further, the name of the Company again changed to" Emami Infrastructure Limited" vide fresh certificate of incorporation issued on 1st July 2009 by the Deputy Registrar of Companies,West Bengal.

The equity shares of the Company have been sub-divided into five equity shares of face value of Rs. 2/- each from one equity shares of face value of Rs. 10/- each during the year under report.

SCHEME OF ARRANGEMENT AND LISTING OF SHARES

In terms of the Scheme of Arrangement (hereinafter referred as "the Scheme") pursuant to provisions of sections 391 to 394 of the Companies Act, 1956, between the Emami Ltd., its Subsidiary Company, The Zandu Pharmaceutical Works Limited (Zandu) and Emami Infrastructure Limited and their respective shareholders, as approved by the shareholders of the respective Companies in the Court convened meeting held on 11th September, 2009 and sanctioned by the Honourable High Court, Kolkata vide its order dated 17th November, 2009, Realty Undertaking of Emami Ltd., including Emami Realty Limited and Emami Ltds interest in Zandus Non Core Business including Real Estate, is demerged into the Company with effect from the appointed date i.e. 5th November, 2008. The aforesaid scheme is effective from TA December, 2009, being the date of filling of the certified copy of the Order of the Honourable High Court, Kolkata with the Registrar of Companies, West Bengal. In terms of the Scheme, the Company has issued Equity Shares to the Shareholders of Emami Limited in proportion to one Equity share of the Company of Rs 2/-each fully paid up for every three equity shares of Emami Limited of Rs 2/- each fully paid up.

Pursuant to the said scheme of arrangement, the Equity Shares of the Company have been listed on The Bombay Stock Exchange Limited, The National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited and accordingly, the Shares of the Company have been permitted for trading on the said Stock Exchanges w.e.f. 28th July, 2010.

PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Presently, the company is not engaged any activity relating to conservation of energy or technology absorption. The company has no foreign exchange earnings and outgoes during the year under review.

Particulars of Employees

No employee of the company is covered under section 217(2A) of the companies Act, 1956 read with the companies (Particular of Employees) Rules, 1975 made there under.

AUDITORS & AUDITORS REPORT

The Auditors, M/s. S.K. Agrawal & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 224(1B) of the companies Act, 1956 offer themselves for re-appointment.

The Notes on Accounts referred to in the Auditors Report are self explanatory and, therefore, do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

(i) In the preparation of the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures;

(ii) The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of your company as at 31st March 2010 profit for the financial year ended 31st March 2010.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities.

(iv) The annual accounts of your company have been prepared on a going concern basis.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provisions of section 274(l)(g) of Companies Act, 1956. The Directors have made necessary disclosures as required under the various provisions of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forming part of the Directors Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

CORPORATE GOVERNANCE

Your Company re-affirms its commitment to the standard of corporate governance. As per clause 49 of the Listing Agreement with the stock Exchanges, a separate section on Corporate Governance together with a certificate from the Auditors of the company confirming the compliance is set out in the Annexure forming part of this report.

DIRECTORS

Shri Rajesh Bagaria will retire by rotation and being eligible offer himself for re-appointment. Shri Aditya Vardhan Agarwal, Shri Prashant Goenka, Shri Krishna Kumar Khemka, Shri Amar Bhalotia, Shri Ram Gobind Ganeriwala and Shri Hari Mohan Marda were appointed as Additional Directors of the

Company at the Meeting of the Board of Directors of the Company held on 25th January, 2010. In accordance with the provision of the Companies Act, 1956 they would hold office of Director upto date of this Annual General Meeting. Shri Abhijit Datta was appointed as additional director on 9th July 2010 and he would also hold the office upto the date of ensuing Annual General Meeting. The Company has received notices from Shareholders of the Company proposing their appointment as Directors with a deposit of Rs. 500 as required by the Act and the proposals are placed before you for your approval.

SUBSIDIARY COMPANIES

The details of subsidiary companies are as follows:

As on 31st March 2010, the company is having the following subsidiary and step down subsidiaries: 1. Emami Realty Limited (Subsidiary) 1.1. Delta PVPvt. Ltd.

1.2 Emami Constructions Private Limited

1.3 Emami Ashiana Private Limited

1.4 Octagon BPO Private Limited

1.5 New Age Realty Private Limited

1.6 Emami Rainbow IMiketan Private Limited

Zandu Realty Limited (formerly The Zandu Pharmaceutical Works Limited) ceased to be subsidiary w.e.f. 4th February, 2010. However, Zandu Realty Limited has become an associate of Emami Rainbow Niketan Private Limited w.e.f. 31st March, 2010.

Further, Nathvar Tracon Private Limited ceased to be subsidiary of the Company w.e.f, 28th January, 2010.

A statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies, is attached to the accounts.

The Ministry of Corporate Affairs, Government of India, vide its letter bearing no. 47/584/2010-CL-III dated 21st June 2010 accorded the approval under the provision of section 212 (8) of the Companies Act, 1956 exempting the company from attaching the annual accounts of the subsidiary companies for the year ended 31st March 2010.

Accordingly, the Reports and Accounts of the Subsidiary Companies have not been attached to this Report. In granting the exemption, the Central Government has directed that specific information on the Subsidiary Companies be seperately disclosed as a part of the Consolidated Financial Statements. This information has been incorporated on page 46 in this Annual Report. Subject to the Prior arrangement, Audited Annual Account of Subsidiary Companies will be available for inspection by any Shareholder at the Companys Registered Office.

In compliance with the applicable Accounting Standards the audited Consolidated Financial Statements are provided in the Annual Report.

GROUP FORINTER SE TRANSFER OF SHARES

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising "group" are disclosed in the Annual Report for the purpose of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997.

APPRECIATION

Your Directors would like to record its appreciation for the cooperation and support received from Government Agencies, Central Government & State Government, Banks, Shareholders, employees and all who have directly or indirectly contributed in success of your Company.



For and on behalf of the Board of Directors

ABHIJIT DATTA Chairman

14th August 2010 Kolkata

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