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Directors Report of Housing Development & Infrastructure Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report of the Company together with the "Management Discussion and Analysis Report", "Corporate Governance Report" and "Audited Financial Statements" for the Financial Year ("F.Y.") ended March 31, 2015.

FINANCIAL PERFORMANCE

Your Company's performance during the F.Y. ended March 31,2015 as compared to the previous F.Y. is summarised below:

(Rs. In Lacs)

Particulars Standalone

2014-15 2013-14

Gross sales and other receipts 109,093.36 94,044.27

Profit before finance cost, depreciation, amortisation and 70,118.58 77,297.12

taxation

Finance Cost 38,694.07 50,964.06

Depreciation and Amortization 671.26 780.06

Operational profit before tax 30,753.25 25,553.00

Less: Tax Expenses 8,119.90 1,068.06

Less: Minority Interest NA NA

Profit for the year 22,633.35 24,484.94

Balance brought forward 3,791.77 3,846.94

Add: Other adjustments 351.60 (140.11)

Profit available for appropriation 26,776.72 28,191.77

Less: Transferred to Debentures Redemption Reserve 26,700.00 24,400.00

Closing Balance 76.72 3,791.77

Net Worth 1,065,505.97 1,042,521.02

Particulars Consolidated

2014-15 2013-14

Gross sales and other receipts 108,312.21 95,364.41

Profit before finance cost, depreciation, amortisation and 86,656.27 97,493.09

taxation

Finance Cost 55,344.49 70,729.30

Depreciation and Amortization 1,531.95 7,857.47

Operational profit before tax 29,779.83 18,906.32

Less: Tax Expenses 7,916.25 1,137.40

Less: Minority Interest (1.55) 12.41

Profit for the year 21,865.13 17,756.51

Balance brought forward (34,329.08) (27,562.36)

Add: Other adjustments 2714.21 (123.23)

Profit available for appropriation (9,749.74) (9,929.08)

Less: Transferred to Debentures Redemption Reserve 26,700.00 24,400.00

Closing Balance (36,449.74) (34,329.08)

Net Worth 1,080,468.12 1,055,905.12

STATE OF COMPANY'S AFFAIRS AND PERFORMANCE REVIEW

* The Turnover of the Company increased by 16% and stood at Rs. 109,093.36 lacs as against Rs. 94,044.27 lacs in the previous year.

* The Company's Profit from Operations for the year ended March 31, 2015 increased by 20.35% to Rs. 30,753.25 lacs as against Rs. 25,553.00 lacs in the previous year.

* The Net Profit for the year has decreased by 7.56% to Rs. 22,633.35 lacs as against Rs. 24,484.94 lacs in previous year on account of Income Tax Expenses of Rs. 8,119.90 lacs as against Rs. 1,068.06 lacs.

* During the year under review, Company's Debt Including Non-Convertible Debentures ("NCD") has been repaid aggregating to Rs. 50,775.48 lacs and Debt Service Ratio is 1.81.

MANAGEMENT DISCUSSION AND ANALYSIS A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report. SUBSIDIARY COMPANIES

As at March 31, 2015, your Company has following subsidiaries:

Sr. Name of Subsidiary No.

1 Blue Star Realtors Private Limited

2 BKC Developers Private Limited

3 Excel Arcade Private Limited

4 Guruashish Construction Private Limited

5 HC Infracity Private Limited

6 Lashkaria Construction Private Limited

7 Mazda Estates Private Limited

8 Privilege Power and Infrastructure Private Limited

9 Ravijyot Finance and Leasing Private Limited

During the year, your Company has divested its 100% shareholding of its wholly owned subsidiary company, viz. HDIL Entertainment Private Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, ("the Act") read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report. A statement containing salient features of financial statements of subsidiary companies in Form AOC 1 is included in the Annual Report at Page No. 88.

The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company on all working days between 10:00 a.m. to 12:00 noon, for a period of 21 days before the date of the Annual General Meeting ("AGM"). Your Company will also make available these documents upon a written request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies is also available on the website of your Company at www.hdil.in.

DIVIDEND

In view of the current market and industry scenario, your Board has been actively pursuing paring of its debt and optimising its land banks. Keeping in its objective, the Board deems it proper to conserve its cash flow for execution of its existing projects, your Directors have not recommended payment of any Dividend for the F.Y. ended March 31,2015.

DEBENTURES

During the year under review, your Company has not issued any Debentures. However, out of the total NCD issued in the earlier years by the Company, during the year under review there has been repayment of NCD aggregating to Rs. 30,577.62 lacs.

SHARE CAPITAL

The paid-up equity share capital of the Company as at March 31, 2015 was Rs. 41,900.40 lacs. During the year under review, there was no change in the issued, subscribed and paid up share capital of the Company.

The equity shares of your Company continue to be listed on BSE Limited and National Stock Exchange of India Limited.

RESERVES

As per requirements of the provisions of Section 71 of the Act, your Company has transferred Rs. 26,700.00 lacs to Debenture Redemption Reserve.

FIXED DEPOSITS

Your Company did not hold any public deposits at the beginning of the year, nor it has accepted any deposits from the public during the year under review, within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return of the Company, as prescribed under Section 92(3) of the Act and Companies (Management and Administration) Rules, 2014, framed thereunder, is attached as Annexure 'A'.

HUMAN RESOURCES

Your Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset.

Your Company has embarked on the journey of creating a High Performance Culture and has laid the foundation towards this.

Company's Learning and Development initiatives are focused on enhancing functional skills and competencies of its employees and its other Learning and Development interventions include Executive Development Programs, e-learning and various class room based training programmes.

Your Company is committed to strive towards full engagement of all its employees, partners, contractors, suppliers and clients to ensure safe working conditions and safe behaviour as well as take care of their health.

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to providing and promoting a safe and healthy work environment for all its employees.

Your Company has adopted a 'Prevention of Sexual Harassment' ("POSH") policy that is in line with the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints pertaining to sexual harassment at workplace, along with a structured reporting and redressal mechanism is in place. The POSH Policy is displayed on the Company's intra-net 'HDIL World'.

During F.Y. 2014-15, your Company has not received any complaint on sexual harassment.

DIRECTORS

Mr. Sunil Bihari Mathur, Director of the Company had resigned as a Director of the Company with effect from August 9, 2014, due to personal commitments and Mr. Waryam Singh, Director of the Company also stepped down as a Director of the Company with effect from March 23, 2015, due to personal commitments. The Board of Directors place on record their appreciation for the significant contribution made by Mr. Sunil Bihari Mathur and Mr. Waryam Singh during their tenure as Directors of the Company.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ashok Kumar Gupta is liable to retire by rotation at the ensuing AGM of the Company and being eligible offers himself for re-appointment.

In accordance with the provisions of Section 161 of the Act and on the basis of recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on November 14, 2014, had appointed Mr. Hazari Lal and Mrs. Sandhya Baliga as Additional Director of the Company and they hold office up to the conclusion of the ensuing AGM.

Pursuant to the applicable provisions of the Act and on the basis of recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on May 15, 2015, had re-appointed Mr. Sarang Wadhawan as Vice Chairman and Managing Director of the Company, for a further term of 5 years, with effect from April 1,2016.

Your Company has received notices in writing pursuant to Section 160 of the Act from the Members along with deposit of Rs. 1,00,000/- each, signifying their intention to propose the candidature of Mr. Hazari Lal and Mrs. Sandhya Baliga as Independent Directors and Mr. Sarang Wadhawan as Vice Chairman and Managing Director of the Company at the ensuing AGM of the Company and their appointment is hereby proposed for the approval of the Members. The above appointment forms part of the Notice of the ensuing Nineteenth AGM and the respective Resolutions are recommended for your approval. Brief Profiles of Mr. Ashok Kumar Gupta, Mr. Hazari Lal, Mrs. Sandhya Baliga and Mr. Sarang Wadhawan as required under Clause 49 of the Listing Agreement forms part of the Notice of the ensuing AGM.

Your Company received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed by Section 149(6) of the Act.

The terms and conditions of the appointments of Independent Directors have been placed on the website of the Company, www.hdil.in.

Your Company has conducted the familiarization programme for all its Directors covering the matters as specified under Clause 49 of the Listing Agreement, details of which has been hosted on the Company's website at http://www.hdil.in/pdf/policies/ familiarisation-programme-for-independent-directors.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Act:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 Ccompany as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f) 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

Your Company believes that good corporate governance practices enable the Management to direct and control the affairs of the Company in an efficient manner and to achieve the Company's goal of maximizing value for all its stakeholders. Your Company will continue to focus its resources, strengths and strategies to achieve its vision of becoming a leading real estate company in India, while upholding the core values of transparency, integrity, honesty and accountability.

Your Company's activities are carried out in accordance with good corporate practices and the Company is constantly striving to better them by adopting the best practices and the highest standards of Corporate Governance through transparency in business ethics, accountability to its customers, Government and others.

A report on Corporate Governance together with a certificate received from M/s. Thar & Co., Chartered Accountants, Statutory Auditors of the Company confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given separately which forms part of this Report. (Refer Page No. 40).

NUMBER OF MEETINGS OF THE BOARD

The Board met on various occasions to discuss and decide various affairs, operations of the Company and to supervise and control the activities of the Company. The schedule of the Board / Committee Meetings to be held in the forthcoming F.Y. will be circulated to the Directors in advance to enable them to plan their schedule for their effective participation in the Meetings.

During the year under review the Board met four (4) times viz. on May 23, 2014, July 31, 2014, November 14, 2014 and February 14, 2015.

Detailed information on the Meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report. (Refer Page No. 34).

COMMITTEES OF THE BOARD

Your Company has several committees which have been established as a part of the best corporate governance practices and which are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Your Company has following Committees of the Board:

* Audit Committee

* Finance Committee

* Nomination and Remuneration Committee

* Stakeholders Relationship Committee

* Corporate Social Responsibility Committee

* Risk Management Committee

* Project Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in details in the 'Report on Corporate Governance' of the Company which forms part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of the following Directors:

Mr. Shyam Sunder Dawra - Chairman

Mr. Ashok Kumar Gupta - Member

Mr. Lalit Mohan Mehta - Member

Mr. Raj Kumar Aggarwal - Member

*Mrs. Sandhya Baliga - Member

*Mrs. Sandhya Baliga was appointed as a Member of the Audit Committee at the Meeting of the Board of Directors held on November 14, 2014 and subsequently on May 15, 2015, she was appointed as a Chairperson of the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board.

STATUTORY AUDITORS

M/s. Thar & Co., Chartered Accountants (Firm Registration No. 110958W), were appointed as Statutory Auditors of your Company at the last AGM held on September 30, 2014, for a term of two consecutive years. As per the provisions of Section 139 of the Act, the appointment of Auditors is required to be ratified by Members at every AGM and the same is proposed for the ratification by the Members at the ensuing AGM, which forms a part of the Notice of AGM.

The Company has received a letter from M/s. Thar & Co., Chartered Accountants, to the effect that their appointment, if ratified, would be in accordance with provision of the Section 139 of the Act and that, they are not disqualified for such appointment within the meaning of Section 141 of the Act.

EXPLANATION ON AUDITORS' REPORT

As regards the observation by the Auditor in the Auditor's Report regarding delay in payment of Statutory dues, subsequently the Company has paid TDS of Rs. 5.40 lacs and arrears of interest on Service Tax and VAT will be cleared upon completion of assessment of the respective years. In the matter of pending income tax demands, the note is self-explanatory and no further clarification is required.

There are no qualifications, reservations, adverse remarks or disclaimers made by Auditors in their Report dated May 15, 2015, on the Financial Statements of the Company for F.Y. 2014-15.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SG & Associates, Company Secretaries (C.P. No. 5722) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 'B'.

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. SG & Associates, Company Secretaries, in their Report dated May 9, 2015, on the Secretarial and other related records of the Company for the F.Y. 2014-15.

COST AUDITORS

In pursuance of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on recommendation of Audit Committee, has appointed M/s. Ketki D. Visariya & Co., Cost Accountants (Firm Registration No. 00362), as the Cost Auditors to conduct the Cost Audit for the F.Y. 2014-15 and 2015-16 at a remuneration of Rs. 1,00,000/- each and reimbursement of out of pocket expenses plus service tax as applicable.

As required under the Act, ratification by the Members pertaining to the remuneration payable to the Cost Auditor forms part of the Notice of the ensuing AGM and the respective Resolution is recommended for your consideration.

ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

Your Company adheres to the Accounting Standards of the Companies (Accounting Standards) Rules, 2006 prescribed under the Companies Act, 1956, in the preparation of its financial statements and has not adopted a treatment different from that prescribed in any Accounting Standard notified under Section 211(3)(c) of the Companies Act, 1956, read with the Companies (Accounting Standards) Rules, 2006, as amended from time to time. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company's internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the internal controls, including its systems and processes and compliance with regulations and procedures.

The Company has appointed an external Independent Auditors as the Internal Auditors of the Company to carry out the Internal Audit functions.

The Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal control system of the Company.

Your Company's internal control system is commensurate with the size, nature and operations of the Company.

INTERNAL FINANCIAL CONTROL

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186 of the Act, particulars of the loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security is proposed to be utilised by such recipient are provided under respective notes in Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted and hence the disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel ("KMP"). The Company has framed a policy on Materiality of and Dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. Suitable disclosures as required under AS-18 have been made in Note 30 of the Notes to the financial statements.

As required under revised Clause 49(VIII) of the Listing Agreement, the Company has formulated and adopted a Policy on dealing with Related Party Transactions, which has been hosted on Company's website at http://www.hdil.in/pdf/policies/policv-on-materialitv-of- and-dealing-with-related-party-transactions.pdf.

Policy for determining 'Material' Subsidiaries As required under revised Clause 49(V)(D) of the Listing Agreement, the Company has formulated and adopted a Policy for Determining 'Material' Subsidiaries, which has been hosted on Company's website at http://www.hdil.in/pdf/policies/policy-for-determining- material-subsidiary.pdf.

RISK MANAGEMENT

Risk Management is an integral part of the Company's business strategy and taking that into consideration, your Company has constituted a Risk Management Committee which monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Board of Directors has adopted a Risk Management Policy. The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances. Your Company has adopted a formal Whistle Blower Policy to report genuine concerns or grievance.

Your Company assures cognizance of complaints made and suggestions given by the employees. Even anonymous complaints will be looked into and whenever necessary, suitable corrective steps will be taken.

The Whistle Blower Policy, provides for adequate safeguards against victimization of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy have been put up on the Company's Website at www.hdil.in.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down criteria for selection and appointment of Board Members. The policy also lays down a framework in relation to remuneration of Directors, KMP and Senior Management of the Company. The Policy also includes the criteria for determining qualifications, positive attributes and independence of Directors.

The detail of this policy is explained in the Corporate Governance Report.

EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its performance, of the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out was explained in the Report on Corporate Governance, which is forming a part of this report.

PARTICULARS OF EMPLOYEES

Your Directors place on record their appreciation for the contribution made by the employees of the Company at all levels. Relations between employees and the Management continued to be cordial during the year.

The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the same is open for inspection at the Registered Office of your Company on all working days between 10:00 a.m. to 12:00 noon upto the date of the Meeting. Copies of this statement may be obtained by the Members by writing to the Company Secretary of your Company.

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure 'C'.

INVESTORS' RELATION AND GRIEVANCES

Investors' relations have been cordial during the year. As a part of compliance, the Company has formed Stakeholders Relationship Committee to deal with the issues relating to investors. There were no investors' grievances pending as on March 31, 2015. A confirmation to this effect has been received from the Company's Registrar and Share Transfer Agent.

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

During the year your Company has constituted a Corporate Social Responsibility ("CSR") Committee which is in compliance to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, which comprises of the following Directors:

1) Mr. Sarang Wadhawan - Member

2) Mr. Shyam Sunder Dawra - Member

3) Mr. Lalit Mohan Mehta - Member

Your Company has also formulated a Corporate Social Responsibility Policy which is available on the website of the Company at www.hdil.in.

The average Net Profit of the Company for last three F.Y. Rs. 21,833.65 Lacs and accordingly the Company requires to spend Rs. 437.67 Lacs on CSR activities.

The Company has setup a trust in the name of 'HDIL Foundation' and with respect to the same necessary approvals such as Income Tax approvals etc. are under process.

In the view of above, the Board has decided that once the 'HDIL Foundation' would be established on the terms of CSR mechanism then the CSR activities would be undertaken efficiently by the Company.

The CSR activities to be carried out by the Company are driven by the expertise of the Management. Additionally, the Company gives preference to the local area(s) of its operations for CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life. During the F.Y. 2014-15, the Company did not come across any project, which reflected the above approach and hence the entire spending prescribed towards CSR could not be made during F.Y. 2014-15. The Company however has initialled following programmes towards CSR activities:

i. arranging transportation of the school going children of slum dwellers rehabilitated at Kurla site.

ii. holding of free medical camps for the labour engaged at various construction sites.

iii. taking additional safety measure to enhance security of labour engaged at various construction sites.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134(3)(m) of the Act read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 for the year ended March 31, 2015 is as under:

CONSERVATION OF ENERGY

Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. The construction team under the guidance of expert engineers of the Company continuously strives and devises various means to conserve energy and identify methods for optimum use of energy.

Initiatives are taken for energy efficiency systems for Buildings in various phases like design, building and occupation by considering various options and appropriate measures for energy conservation which are stated as following:

* A Building Management System (BMS) or a (more recent terminology) Building Automation System (BAS) is a computer-based control system installed in buildings that controls and monitors the building's mechanical and electrical equipment such as ventilation, lighting, power systems, fire systems and security systems.

* Energy Efficiency System: The energy efficient equipments enveloping the building viz. lighting, heating, ventilation, air conditioning (HVAC) etc. proves to be helpful in energy consuming and increasing efficiency with more power.

* Insulation: The appropriate synthetic fibre (insulation material) is used on the basis of climate, building type and recommended R-value which reduces heating and cooling loads by resisting the transfer of heat through ceilings, walls and floors.

* Multipane Windows, Window Treatment and Storm Doors, UPVC Doors/Windows etc.: These types of materials are stable to pollution effect, sea water resistant and chemical proof. Moreover they act as a agent between surround thermal outburst and internal atmosphere.

* Zoning System: It has multiple thermostats that are wired to control panel which constantly read the temperature of their specific zone, then open or close the dampers operated by thermostats within the ductwork of the forced air system. It is not only helpful in balancing inconsistent room temperatures, but it's also great for heating or cooling individual bedrooms based on the desired temperature setting.

* Passive solar Design: Following are the component which keeps the optimum level of heat or thermal transfer through building and helps dissipate unwanted heat.

1. Masonry or water heat storage walls,

2. Single glazed/double glazed windows,

3. Sunspace or greenhouse,

4. Overhanging roof,

5. Sunshades,

6. Vents and

7. Exhausts fans (occasionally).

RESEARCH AND DEVELOPMENT

The Company has undertaken Research and Development ("R&D") activity in development of technology in the area of construction.

In today's competitive market where it is obvious need to construct with optimum cost, reduced schedule while maintaining highest standard of quality, our Company is actively involved in R&D activities. Some of them are:

Optimization of Space:

Mechanical Car Parking

Automated car parking systems use a similar type of technology to that used for mechanical parcel handling and document retrieval. Hydraulic or mechanical car lifters raise the vehicle to another level for proper storing. The vehicle can be transported vertically (up or down) and horizontally (left and right) to a vacant parking space until the car is needed again.

DOKA formwork

* Installation time is minimal as whole set (for each floor) can be lifted using hydraulic equipments as a single unit.

ULMA formwork

* Comprises of aluminum components suitable for large areas and fast erection.

* Very versatile, due to the possibility of changing beams direction (in case design is not finalized).

* Excellent concrete finish.

MIVAN formwork

* Most suitable for Indian conditions as a tailor-made aluminum formwork for cast-in-situ fully concrete structure.

* Fast, easy erection, thus reducing requirement of highly skilled labor.

All of the above can be repeated for several slab cycles unlike conventional plywood shuttering and have longer shelf life.

Other Research and Development Initiatives

* Installation of safety apparatus for emergency evacuation purpose in an unlikely event of hazard.

* Study, Analysis and use of various shuttering patterns for economy, conservation of time and better quality of work.

* Substitution of Diaphragm wall with sheet piling as shoring options.

* Study, Analysis and use of composite structure in place of conventional structure.

* Optimization of resources and their recycling for further use.

* Use of environment friendly materials and developing green building concept.

* Analysis and study of trade off among various services for optimization.

Emphasis is given on time, cost and quality and setting an efficient trade-off among these three variables of Project Management in R&D efforts.

Ingstrom Fire Escape Chutes

* Quick and easy to deploy, always ready to use.

* Users have the ability to control the speed of one's own descent.

* Allows external means to control the speed of one's descent to ground level.

* Suitable for all ages and physical conditions of evacuees, including physically impaired and unconscious people.

Initiatives for Sustainable Building Energy Conservation

* Use of energy efficient CFL bulbs for internal and external lighting purpose.

* In comparison to incandescent lamps they save almost 50% of energy.

* Glass coating process enables excellent lumen maintenance all throughout its life span.

* RoHS (Restriction of Hazardous Substances Directive) compliant unit design.

Security Systems

1. Fire Alarm System:

As a safety measure during fire, zoning of basements is done to control and restrict spreading of fire. It's a system in which number of devices working together to detect and alert people through visual and audio appliances when smoke/fire is present. These alarms may be activated from smoke detectors and heat detectors. They may also be activated via Manual fire alarm activation devices such as manual call points or pull stations.

2. Water Curtain System:

This system is required in all floors including parking area for covering external wall openings as specified in the local codes on fire services installations. This system is a sprinkler that produces a water curtain. It can be controlled either manually or automatically to let water flow to the object affected with fire. Water discharged from the valves are blocked by the metallic part and the direction of the water is changed by 180°. Because of the shape of the valve outlet, a curtain-like spray pattern is formed and discharged to the objects concerned.

TECHNOLOGICAL ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. In Lacs)

Year 2014-15 2013-14

Foreign exchange earnings - -

Foreign exchange outgo 123.56 18.00

PARTICIPATION IN THE GREEN INITIATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs ("MCA") for correspondences by Corporates to its shareholders through electronic mode. All the shareholders who have not so far substituted / updated their email id are requested to join the said program by sending email of their preferred email addresses to the Registrar and Share Transfer Agent rajeev.kr@karvy.com or to the Company on info@hdil.in.

REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and future operations of the Company.

INFORMATION OF MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2015 and prior to May 15, 2015, being the date of this report.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materiality from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its price, pricing in the Company's principle markets, changes in Government regulations, Tax regimes and economic developments within India.

APPRECIATION

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees of the Company and its Associates at all levels and wish to convey their appreciation to the Banks, Financial Institutions, Government Authorities, Customers and other Business Associates for the excellent assistance and co-operation received and wish to place on record their gratitude to the Members for their trust, support and confidence reposed in the Company.

For and on behalf of the Board of Directors

Place: Mumbai Rakesh Kumar Wadhawan Date: May 15, 2015 Executive Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Eighteenth Annual Report of your Company together with the "Management Discussion and Analysis Report", "Corporate Governance Report", and "Audited Financial Statements" for the Financial Year ended March 31, 2014.

1. FINANCIAL PERFORMANCE (Rs. In Lacs)

Standalone Consolidated

Particulars 2013-14 2012-13 2013-14 2012-13

Gross sales and other receipts 94,044.27 1,15,361.33 95,364.41 1,06,522.67

Profit before finance cost, depreciation, amortisation exceptional items and 77,297.12 1,18,268.31 97,493.09 1,31,290.98 taxation

Finance Cost 50,964.06 56,777.06 70,729.30 69,230.33

Depreciation and Amortisation 780.06 781.98 7,857.47 8,453.97

Operational profit before exceptional items and tax 25,553.00 60,709.27 18,906.32 53,606.68

Less: Exceptional items - 44,198.45 - 44,198.45

Less: Provision for Tax 1,068.06 1,972.83 1,137.40 2,051.70

Less: Minority Interest - - 12.41 (4.67)

Add: Share of profit/(loss) of Associates - - - (28.99)

Profit for the year 24,484.94 14,537.99 17,756.51 7,332.21

Balance brought forward 3,846.94 3,804.35 (27,562.36) (20,404.56)

Add: Other adjustments (140.11) (22.50) (123.23) (17.11)

Profit available for appropriation 28,191.77 18,319.84 (9,929.08) (13,089.46)

Less: Transferred to General Reserve - - - -

Less: Transferred to Debentures Redemption Reserve 24,400.00 14,472.90 24,400.00 14,472.90

Closing Balance 3,791.77 3,846.94 (34,329.08) (27,562.36)

Net Worth 10,42,521.02 10,18,176.19 10,55,905.12 10,38,271.84

2. PERFORMANCE REVIEW

The Turnover of the Company decreased by 18.48% and stood at Rs. 94,044.27 lacs as against Rs. 1,15,361.33 lacs in the previous year. The Company''s Profit from Operations for the year ended March 31, 2014 decreased by 57.91% to Rs. 25,553.00 lacs as against Rs. 60,709.27 lacs in the previous year. However, the Net Profit for the year has increased by 68.42% to Rs. 24,484.94 lacs as against Rs. 14,537.99 lacs in previous year.

3. DIVIDEND

The results and financial position of the Company are set out in the Financial Statements. With a view to reduce the cost base of the Company and conserve the resources so as to meet the fund requirements for Company''s on-going projects and also its growth plans, your Directors have not recommended any payment of Dividend for the Financial Year ended March 31, 2014.

4. MANAGEMENT''S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis, which forms part of this Report.

5. SUBSIDIARY COMPANIES

As at March 31, 2014, your Company has following subsidiaries:

Sr. Name of Subsidiary No.

1 Blue Star Realtors Private Limited

2 BKC Developers Private Limited

3 Excel Arcade Private Limited

4 Guruashish Construction Private Limited

5 HDIL Entertainment Private Limited

6 HC Infracity Private Limited

7 Lashkaria Construction Private Limited

8 Mazda Estates Private Limited

9 Privilege Power and Infrastructure Private Limited

10 Ravijyot Finance and Leasing Private Limited

The Ministry of Corporate Affairs (MCA) vide its General Circular No. 3/2011 dated February 21, 2011 read together with General circular No.2/2011 dated February 8, 2011 issued modifying their circular No. 5/12/2007–CL-III has granted general exemption under Section 212(8) of the Companies Act, 1956 to Companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditions prescribed. The Board of Directors of the Company at its Meeting held on May 23, 2014 in line with the circular of MCA have passed the resolution granting the requisite approvals for not attaching the Balance Sheet, statement of Profit & Loss, report of the Board of Directors and Auditor''s report of each of the Subsidiary Companies to the accounts of the Company for the year ended March 31, 2014. The Company will make available these documents/details upon request by any Member of the Company at its Registered Office. As required by Accounting Standard–21 (AS–21) prescribed by the Companies (Accounting standards) Rules, 2006, the Company''s consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries. A summary of key financials of the subsidiaries of your Company is included and shown separately in this Annual Report.

6. DEBENTURES

During the year under review, Company has not issued any Non Convertible Debentures. However, out of the total Non-convertible debentures issued in the earlier years by the Company, there has been redemption of Non Convertible Debentures aggregating to Rs. 56,797.78 lacs.

7. SHARE CAPITAL

During the year under review, there has been no change in the issued, subscribed and paid up share capital of the Company. The Equity Shares of your Company continue to be listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

8. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Waryam Singh, Mr. Ashok Kumar Gupta and Mr. Shyam Sunder Dawra are liable to retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and offer themselves for re-appointment.

The above re-appointments form part of the Notice of the forthcoming Eighteenth Annual General Meeting and the respective resolutions are recommended for your approval.

Profile of the Directors retiring by rotation and proposed to be re appointed as required under Clause 49 of the Listing Agreement, is part of the explanatory statement to the Notice of the Eighteenth Annual General Meeting.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and the Rules made there under, which came into effect from April 1, 2014, approval of the Members will be sought at the ensuing Annual General Meeting of the Company for formalizing the appointment of Mr. Sunil Behari Mathur, Mr. Lalit Mohan Mehta, Mr. Shyam Sunder Dawra and Mr. Raj Kumar Aggarwal as Independent Directors of the Company who are not liable to retire by rotation, for a period of five years.

9. RESERVES

As per requirement of the provisions of Section 117(c) of the Companies Act, 2013, your Company has transferred Rs. 24,400.00 lacs to Debenture Redemption Reserve.

10. FIXED DEPOSITS

The Company has not accepted any deposits during the year under review from the public within the meaning of Section 72 of the Companies Act, 2013.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed and no material departures have been made from the same.

b) That the Directors have selected such accounting polices 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) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

12. CORPORATE GOVERNANCE

Corporate governance is a key to improving efficiency, transparency, accountability and growth as well as enhancing investor''s confidence. Your Company has adopted the Corporate Governance practices in all its activities so as to conduct its affairs to ensure fairness to all stakeholders. It is also a process of building positive relationship and making a wider impact with greater commitment and trust, on all with whom the Company has relationship. A report on Corporate Governance together with a certificate received from M/s. Thar & Co. Statutory Auditors of the Company confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given separately which forms part of this Report.

13. LISTING FEES

The equity shares of the Company are listed at the BSE and the NSE. The Company has paid the applicable listing fees to the above stock exchanges up to date. The Company''s shares are also traded in the dematerialised segment for all investors compulsorily and the Company had entered into agreements with the Central Depository Services (India) Limited ("CDSL") and National Securities Depository Limited ("NSDL") for custodial services.

14. STATUTORY AUDITORS

M/s. Thar & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Company has received necessary certificate from Statutory Auditors to this effect and that their reappointment, if made, will be in accordance with the provisions of the Section 139, 141 and other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 thereon.

As per the recommendation of the Audit Committee, the Board of Directors proposes the reappointment of M/s. Thar & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of two financial years up to March 31, 2016, from the conclusion of the ensuing AGM until conclusion of the twentieth AGM of the Company

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has adequate system of Internal Controls, to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposal and commercial transactions are authorised, recorded and reported correctly. Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions in its business. The Internal Auditor directly reports to the Board/ Audit Committee. The statutory audit of the Company is conducted by M/s. Thar & Co. Chartered Accountants who submit their reports to Board/ Audit Committee.The performance of the Company is regularly reviewed by the Audit Committee and/or the Board of Directors to ensure that it is in consonance with the overall corporate policy and in line with pre-set objectives. To facilitate improved efficiency in Business Operations, SAP Business ERP system is being used for integrating all Business Functions of the Company from Planning, Execution, Monitoring and Control of the Projects including MIS of the Business Operations thereby enhancing the efficiency of the Business Operations.

16. COST AUDITORS

In pursuance of Section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 thereon, your Directors have appointed M/s. Ketki D. Visariya & Co., Cost Accountants, as the Cost Auditors to conduct the Cost Audit for the financial year ending March 31, 2014.

17. INVESTORS'' RELATIONS AND GRIEVANCES

Investors'' relations have been cordial during the year. As a part of compliance, the Company has formed Stakeholders Relationship Committee to deal with the issues relating to investors. There were no investors'' grievances pending as on March 31, 2014. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent. The Company has separate Investor Relations department headed by Mr. Hari Prakash Pandey designated as Vice President Finance and Investor Relations.

18. PARTICIPATION IN THE GREEN INITIATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs ("MCA") for correspondences by Corporates to its shareholders through electronic mode. All the shareholders are requested to join the said program by sending their preferred email addresses to the Registrar and Share Transfer Agent.

19. CORPORATE SOCIAL RESPONSIBILITY

Your Company acknowledges and offers full support to Governments'' schemes for economically weaker sections. It endeavors to make a constructive contribution to the underprivileged communities by supporting socio-economic initiatives. It is the strong conviction that benefit comes as much from its strong organizational pledge to Corporate Governance, as from its pursuit and fulfillment of Corporate Social Responsibility ("CSR").The details of the CSR activities undertaken by the Company forms part of the Corporate Governance Report. To this end, the Company has formed a Trust in the name of HDIL Foundation.

20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 for the year ended March 31, 2014.

1. CONSERVATION OF ENERGY

Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. The construction team under the able guidance of expert engineers of the Company continuously strives and devises various means to conserve energy and identify methods for optimum use of energy.

Initiatives are taken for energy efficiency systems for Buildings in various phases like design, building and occupation by considering various options and appropriate measures for energy conservation, use of single glazing/double glazing, use of UPVC doors/windows, using BMS systems etc.

2. RESEARCH AND DEVELOPMENT

The Company has undertaken Research and Development ("R&D") activity in development of technology in the area of construction.

In today''s competitive market where it is obvious need to construct with optimum cost, reduced schedule while maintaining highest standard of quality, your Company is actively involved in R&D activities. Some of them are: DOKA formwork

- Installation time is minimal as whole set (for each floor) can be lifted using hydraulic equipments as a single unit.

ULMA formwork

- Comprises of aluminum components suitable for large areas and fast erection.

- Very versatile, due to the possibility of changing beams direction (in case design is not finalized).

- Excellent concrete finish. MIVAN formwork

- Most suitable for Indian conditions as a tailor–made aluminum formwork for cast–in–situ fully concrete structure.

- Fast, easy erection, thus reducing requirement of highly skilled labor.

All of the above can be repeated for several slab cycles unlike conventional plywood shuttering and have longer shelf life. Installation of safety apparatus for emergency evacuation purpose in an unlikely event of hazard. Ingstrom Fire Escape Chutes

- Quick and easy to deploy, always ready to use.

- Users have the ability to control the speed of one''s own descent.

- Allows external means to control the speed of one''s descent to ground level.

- Suitable for all ages and physical conditions of evacuees, including physically impaired and unconscious people.

- Use of energy efficient CFL bulbs for internal and external lighting purpose

- In comparison to incandescent lamps they save almost 50% energy.

- Glass coating process enables excellent lumen maintenance all throughout its life span.

- RoHS (Restriction of Hazardous Substances Directive) compliant unit design.

- Study, Analysis and use of various shuttering patterns for economy, conservation of time and better quality of work.

- Substitution of Diaphragm wall with sheet piling as shoring options.

- Study, Analysis and use of composite structure in place of conventional structure.

- Optimization of resources and their recycling for further use.

- Use of environment friendly materials and developing green building concept.

- Analysis and study of trade off among various services for optimization.

Emphasis is given on time, cost and quality and setting an efficient trade-off among these three variables of Project management in R&D efforts.

3. TECHNOLOGICAL ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

21. PARTICULARS OF EMPLOYEES

Your Directors place on record their appreciation for the contribution made by the employees of the Company at all levels. Relations between employees and the management continued to be cordial during the year.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the Members of the Company, excluding the Statement of Particulars of Employees. Any member interested in obtaining a copy of the said statement may write to the Company Secretary of the Company.

22. ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Place: Mumbai Rakesh Kumar Wadhawan

Date: May 23, 2014 Executive Chairman


Mar 31, 2013

Dear Members,

The Directors present the 17th Annual Report of your Company on the affairs of the Company together with the "Management Discussion and Analysis", "Corporate Governance Report", and "Audited Financial Accounts" for the Financial Year ended 31st March, 2013.

1. FINANCIAL PERFORMANCE

(March In Lacs)

Particulars Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Gross sales and other receipts 1,15,361.33 1,06,667.64 1,06,522.39 2,05,583.54

Profit before finance cost, depreciation, amortisation exceptional 1,18,268.31 1,00,184.55 1,31,290.98 1,55,685.65

items and taxation

Finance Cost 56,777.06 57,803.38 69,230.33 62,466.49 Depreciation and Amortisation 781.98 844.17 8,453.97 8,582.59

Operational profit before exceptional items and tax 60,709.27 41,537.00 53,606.68 84,636.57

Less: Exceptional items 44,198.45 44,198.45 782.34

Less: Provision for Tax 1,972.83 2,841.32 2,051.70 2,904.30

Less: Minority Interest (4.67) (2.53)

Add: Share of profit/floss) of Associates (28.99) 29.00

Profit for the year 14,537.99 38,695.68 7,332.21 80,981.46

Balance brought forward 3,804.35 46,402.46 (20,404.56) 30,889.73

Add: Other adjustments (22.50) 956.21 (17.11) 974.25

Profit available for appropriation 18,319.84 86,054.35 (13,089.46)1,12,845.44

Less: Transferred to General Reserve

Less: Transferred to Debentures Redemption Reserve 14,472.90 82,250.00 14,472.90 1,33,250.00

Closing Balance 3,846.94 3,804.35 (27,562.36) (20,404.56)

Net Worth 10,18,176.19 10,660.70 10,38,271.84 10,30,967.24

2. PERFORMANCE REVIEW

The Turnover of the Company increased by 8.15% and stood at Rs. 1,15,361.33 lacs as against Rs. 1,06,667.64 lacs in the previous year. The Company''s Profit from Operations for the year ended 31st March, 2013 increased by 46.16% to Rs. 60,709.27 lacs as against Rs. 41,537.00 lacs in the corresponding period in the previous year.

3. DIVIDEND

The results and financial position of the Company are set out on page no. 29 of the financial statements. With a view to reduce the cost base of the Company and conserve the resources so as to meet the fund requirements for Company''s on-going projects and also its growth plans, your Directors have not recommended any payment of dividend for the year 2012-13.

4. MANAGEMENT''S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis, which forms part of this Report.

5. SUBSIDIARY COMPANIES

As at 31st March, 2013, your Company has following subsidiaries:

SR. NO. NAME OF THE SUBSIDIARIES

1 Blue Star Realtors Private Limited

2 BKC Developers Private Limited

3 Excel Arcade Private Limited

4 Guruashish Construction Private Limited

5 HDIL Entertainment Private Limited

6 HC Infracity Private Limited

7 Lashkaria Construction Private Limited

8 Mazda Estates Private Limited

9 Privilege Power and Infrastructure Private Limited

10 Ravijyot Finance and Leasing Private Limited

The Ministry of Corporate Affairs (MCA) vide its General Circular No. 3/2011 dated 21st February, 2011 read together with General circular No. 2/2011 dated 8th February, 2011 issued modifying their circular No. 5/12/2007—CL-III has granted general exemption under Section 212(8) of the Companies Act, 1956 to Companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditions prescribed. The Board of Directors of the Company at its Meeting held on 29th May, 2013 in line with the circular of MCA have passed the resolution granting the requisite approvals for not attaching the Balance Sheet, statement of Profit and Loss, report of the Board of Directors and Auditor''s report of each of the Subsidiary Companies to the accounts of the Company for the year ended 31st March, 2013. The Company will make available these documents/details upon request by any Member of the Company at its Registered Office. As required by Accounting Standard-21 (AS-21) prescribed by the Companies (Accounting standards) Rules, 2006, the Company''s consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries. A summary of key financials of the HDILSubsidiaries is included and shown separately in this Annual Report.

6. DEBENTURES

During the year under review. Company has not issued any Non-convertible Debentures. However, out of the total Non- convertible debentures issued in the earlier years by the Company, there has been redemption of Non-Convertible Debentures aggregating to Rs. 31,393.30 lacs.

7. SHARE CAPITAL

During the year under review, there has been no change in the issued, subscribed and paid-up share capital of the Company. The Equity Shares of your Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

8. DIRECTORS

At the 17th Annual General Meeting, Shri Raj Kumar Aggarwal, Shri Lalit Mohan Mehta and Shri Sunil Behari Mathur retire by rotation and being eligible, offerthemselves for re-appointment. The above re-appointments form part of the Notice of the forthcoming 17th Annual General Meeting and the respective resolutions are recommended for your approval. Profile of the Directors retiring by rotation and proposed to be re appointed as required under Clause 49 of the Listing Agreement, is part of the explanatory statement to the Notice of the 17th Annual General Meeting.

9. RESERVES

As per requirement of the provisions of Section 117(c) of the Act, your Company has transferred Rs. 14,472.90 lacs to Debenture Redemption Reserve.

10. FIXED DEPOSITS

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

11. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and no material departures have been made from the same.

b) That the Directors have selected such accounting polices 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) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts for the year ended 31st March, 2013 on a going concern basis.

12. CORPORATE GOVERNANCE

Corporate governance is a key to improving efficiency, transparency, accountability and growth as well as enhancing investor''s confidence. Your Company has adopted the Corporate Governance practices in all its activities so as to conduct its affairs to ensure fairness to all stakeholders. It is also a process of building positive relationship and making a wider impact with greater commitment and trust, on all with whom the Company has relationship.

A report on Corporate Governance together with a certificate received from M/s. Thar & Co. Statutory Auditors of the Company confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given separately which forms part of this Report.

13. 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 up to date. The Company''s shares are also traded in the dematerialised segment for all investors compulsorily and the Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

14. STATUTORY AUDITORS

M/s. Thar & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from Statutory Auditors to this effect and that their re-appointment, if made, will be in accordance with the provisions of the Section 224 (1B) of the Companies Act, 1956.

As per the recommendation of the Audit Committee, the Board of Directors proposes the re-appointment of M/s. Thar & Co., Chartered Accountants, as the Statutory Auditors of the Company. As regards the Auditors observation with respect to delay in statutory dues and payment of dues to banks and financial institutions, we refer to clause No. 9(a)(b) of Annexure to indepedent Auditors'' Report on page no. 26 &27 of the attached report, the Company is in process of settling these dues. As regards observations made by the Auditors regarding MIAL, please refer to note on page no. 25 of the Annual report. The Company will initiate appropriate action based on the advice of its legal counsels.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company has adequate system of Internal Controls, to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposal and commercial transactions are authorised, recorded and reported correctly. Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions in its business. The internal auditor directly reports to the Board/Audit Committee. The statutory audit of the Company is conducted by M/s. Thar & Co. Chartered Accountants who submit their reports to Board/Audit Committee.The performance of the Company is regularly reviewed by the Audit Committee and/or the Board of Directors to ensure that it is in consonance with the overall corporate policy and in line with pre-set objectives.

To facilitate improved efficiency in Business Operations, SAP Business ERP system is being used for integrating all Business Functions of the Company from Planning, Execution, Monitoring and Control of the Projects including MIS of the Business Operations thereby enhancing the efficiency of the Business Operations.

16. COST AUDITORS

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have appointed Messrs. Ketki D. Visariya & Co., Cost Accountants, as the Cost Auditors to conduct the Cost Audit for the financial year ending 31st March, 2013.

17. INVESTORS'' RELATION AND GRIEVANCES Investors'' relations have been cordial during the year. As a part of compliance, the Company has formed Investor Grievance and Share Transfer Committee to deal with the issues relating to investors. There were no investors'' grievances pending as on 31st March, 2013. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent. The Company has separate Investor Relations department headed by Mr. Hari Prakash Pandey designated as Vice President Finance and Investor Relations.

18. PARTICIPATION IN THE GREEN INITIATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporates to its shareholders through electronic mode. All the shareholders are requested to join the said program by sending their preferred email addresses to the Registrar and Share Transfer Agent.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

Your Company acknowledges and offers full support to Governments'' schemes for economically weaker sections. It endeavors to make a constructive contribution to the underprivileged communities by supporting socio-economic initiatives. It is the strong conviction that benefit comes as much from its strong organizational pledge to Corporate Governance, as from its pursuit and fulfillment of Corporate Social Responsibility. The details of the CSR activities undertaken by the Company forms part of the Corporate Governance Report. To this end, the Company has formed a Trust in the name of HDIL Foundation.

20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 for the year ended 31st March, 2013.

1. CONSERVATION OF ENERGY

Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. The construction team under the able guidance of expert engineers of the Company continuously strives and devises various means to conserve energy and identify methods for optimum use of energy.

Initiatives are taken for energy efficiency systems for Buildings in various phases like design, building and occupation by considering various options and appropriate measures for energy conservation, use of single glazing/ double glazing, use of UPVC doors/windows, using BMS systems etc.

2. RESEARCH AND DEVELOPMENT

The Company has undertaken Research and Development (R & D) activity in development of technology in the area of construction.

In today''s competitive market where it is obvious need to construct with optimum cost, reduced schedule while maintaining highest standard of quality, your Company is actively involved in R&D activities. Some of them are: DOKA formwork

- Installation time is minimal as whole set (for each floor) can be lifted using hydraulic equipments as a single unit.

ULMA formwork

- Comprises of aluminum components suitable for large areas and fast erection.

- Very versatile, due to the possibility of changing beams direction (in case design is not finalized).

- Excellent concrete finish. MIVAN formwork

- Most suitable for Indian conditions as a tailor-made aluminum form work for cast-in-situ fully concrete structure.

- Fast, easy erection, thus reducing requirement of highly skilled labor.

All of the above can be repeated for several slab cycles unlike conventional plywood shuttering and have longer shelf life.

Installation of safety apparatus for emergency evacuation purpose in an unlikely event of hazard.

Ingstrom Fire Escape Chutes

- Quick and easy to deploy, always ready to use.

- Users have the ability to control the speed of one''s own descent.

- Allows external means to control the speed of one''s descent to ground level.

- Suitable for all ages and physical conditions of evacuees, including physically impaired and unconscious people.

Use of energy efficient CFL bulbs for internal and external lighting purpose.

- In comparison to incandescent lamps they save almost 50% energy.

- Glass coating process enables excellent lumen maintenance all throughout its life span.

- RoHS (Restriction of Hazardous Substances Directive) compliant unit design.

Study, Analysis and use of various shuttering patterns for economy, conservation of time and better quality of work.

Substitution of Diaphragm wall with sheet piling as shoring options.

Study, Analysis and use of composite structure in place of conventional structure.

Optimization of resources and their recycling for further use.

Use of environment friendly materials and developing green building concept.

Analysis and study of trade off among various services for optimization.

Emphasis is given on time, cost and quality and setting an efficient trade-off among these three variables of Project management in R & D efforts.

3. TECHNOLOGICAL ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

4. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs.in Lacs)

Year 2012-13 2011-12

Foreign exchange earnings

Foreign exchange outgo 29.63 50.33



21. PARTICULARS OF EMPLOYEES

Your Directors place on record their appreciation for the contribution made by the employees of the Company at all levels. Relations between employees and the management continued to be cordial during the year.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the Members of the Company, excluding the Statement of Particulars of Employees. Any member interested in obtaining a copy of the said statement may write to the Company Secretary of the Company.

22. ACKNOWLEDGEMENT

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees of the Company and its Group Companies at all levels and wish to convey their appreciation to the Banks, Financial Institutions, Government Authorities, customers and other business associates for the excellent assistance and co-operation received and wish to place on record their gratitude to the members for their trust, support and confidence. For and on behalf of the Board of Directors

Place: Mumbai Rakesh Kumar Wadhawan

Date: 29th May, 2013 Executive Chairman

 
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