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Directors Report of Indiabulls Real Estate Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Eighth Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year ended March 31, 2014 are as under:

Amount (in Rupees) Particulars Year ended Year ended March 31, 2014 March 31, 2013

Profit before Depreciation/Amortisation 1,604,641,783 3,446,559,581

Less: Depreciation/Amortisation 32,135,061 33,330,752

Profit before Tax 1,572,506,722 3,413,228,829

Less: Provision for Tax 126,974,621 727,618,602

Profit after Tax 1,445,532,101 2,685,610,227

Balance of Profit Brought Forward 205,283,979 87,475,910

Profit Available for Appropriation 1,650,816,080 2,773,086,137

Appropriations:

Interim Dividend on Equity shares 1,059,532,217 848,021,478

Corporate Dividend Tax on Interim Dividend on Equity shares (9,090,500) 16,658,750

Transfer to General Reserves 153,300,802 268,561,022

Transfer to Capital Redemption Reserves - 100,000,000

Transferred to Debenture Redemption Reserve 333,333,334 1,334,560,908

Balance of Profit Carried Forward 113,740,227 205,283,979

REVIEW OF OPERATIONS & BUSINESS UPDATE:

Key Financial Highlights:

* Total Sales in FY ''14 increased to Rs. 3,076 Crores for an area of 3.40 msft as against the sales of Rs. 3,002 Crores for an area of 2.82 msft in FY ''13.

* Total Revenues in FY ''14 increased to Rs. 1800 Crores as against the revenues of Rs. 1,346 Crores in FY ''13.

* Total Profit after Tax (PAT) in FY ''14 increased to Rs. 230 Crores as against the PAT of Rs. 175 Crores in FY ''13.

* Earnings per share (EPS) in FY ''14 increased to Rs. 5.28 as against the EPS of Rs. 3.74 in FY ''13.

Credit Rating:

The Company has retained its A (A Plus) rating for its long term debt (Term Loans and NCDs) and A1 (A One Plus) rating for its short-term debt, which is the highest rating that can be assigned for short-term debt. With this the Company enjoys ease and most favorable terms on the loans/facilities being availed from the Banks/Financial Institutions. The ratings are the manifestation of the Company''s strong fundamentals, low gearing and execution track record and mirror its long term growth prospects.

Land Bank:

* As on 31st March 2014, total Land Bank is 1,009.74 acres, of which 966.56 acres is for residential development and balance 43.18 acres is for commercial development.

* More than 95% of the Land Bank is high value super-metro cities - Mumbai Metro Region, National Capital Region (Delhi) and Chennai

Project development:

In addition to the land bank of 1,009.74 acres and 2,588 acres of SEZ land in Nashik, the Company''s ongoing projects have 72.86 million square feet area of development. Each project bears a stamp of thoughtful solutions and highest quality and an optimum mix of different categories and therefore the Company has diversified portfolio of super premium category, premium category & mid income category.

Ongoing major projects are:

* BLU, Worli, Mumbai

* Sky, Lower Parel, Mumbai

* Sky Forest, Lower Parel, Mumbai

* Sky Suites, Lower Parel, Mumbai

* Indiabulls Golf City, Savroli, MMR

* Indiabulls Greens, Panvel, MMR

* Vatika, Ahmedabad

* Indiabulls Mega Mall, Vadodara

* Indiabulls Greens, Chennai

* Indiabulls Centrum, Madurai

* Centrum Park, Gurgaon

* Enigma, Gurgaon

* Indiabulls City, Sonepat, Haryana

New Launch of projects for FY15

* One Indiabulls - Sec 104, Gurgaon (recently launched): Super premium residential complex consisting of town houses, low rise apartments and high rise towers spread over 34 acres

* Indiabulls Mint- Sec 104, Gurgaon: Iconic commercial tower of 2.11 lac sqft

* Indiabulls Imperial - Sec 106, Gurgaon: Integrated township with high-end residential apartments, villas, luxury retail and commercial spread over 35.23 acres

* Indiabulls Sierra, Vizag (recently launched): 7.86 lac sqft of residential development, consisting of 13 residential towers spread over 4.8 acres

* Indiabulls Kalina, Mumbai: One of the most eagerly awaited projects in the city, It''s a boutique high end project,

2.12 lac sqft of ultra-premium residential development

* Indiabulls Commercial Centre-Sec 109, Gurgaon: 5.84 lac sqft of commercial development

SIGNIFICANT DEVELOPMENT DURING THE YEAR

During the year 2013-14, the Company has purchased the entire stake of FIM Ltd. and its affiliates (managed by Farallon Capital Management LLC and its affiliates, a leading U.S. private equity fund), in its 7 project subsidiaries. With the purchase of FIM''s entire stake, these project subsidiaries have become 100% owned by the Company. The details of these 7 project subsidiaries are as under:

Project Subsidiary Project Area (Acres)

Selene Estate Ltd. Greens, OMR- Chennai 15.90

Indiabulls Estate Ltd. Indiabulls City, Sonera 160.81

Citra Properties Ltd. Sector - 109, Gurgaon 6.19

Airmid Developers Ltd. Sector - 106, Gurgaon 39.06

Selene Constructions Ltd. Centrum Park, Gurgaon 28.03

Juventus Estate Ltd. Sector - 104, Gurgaon 31.17

Athena Infrastructure Ltd. Enigma, Gurgaon 16.60

INTERNATIONAL FORAY

The Company has recently made its first international foray, with the acquisition of 22 Hanover Square, an iconic landmark in Mayfair, the heart of central London, which is currently a commercial office building spread over 87,444 sqft of area. The project envisages redeveloping it into a luxury residential building. Further, the Company already has its marketing cum sales offices in London and Dubai.

PROMOTERS DE-CLASSIFICATION

To impart greater focus and undivided accountability at the leadership level and to rationalize operations of the diverse businesses of the Indiabulls group, so as to put the Company firmly on the growth path, the promoters have mutually decided to reorganize the management control of different group companies amongst themselves. As part of the restructuring, Mr Sameer Gehlaut, Chairman of the Company and the entities promoted by him namely Jyestha Infrastructure Private Limited, Kritikka Infrastructure Private Limited, Powerscreen Media Private Limited, Karanbhumi Estates Private Limited, Meru Minerals Private Limited, Dahlia Infrastructure Private Limited, Galax Minerals Private Limited alongwith IBREL-IBL Scheme Trust shall continue as Promoters / Promoter Group / PACs with the promoters of the Company.

Further, with effect from July 18, 2014, Mr. Rajiv Rattan, Yantra Energetics Private Limited, Spire Constructions Private Limited, Laurel Energetics Private Limited, Nettle Constructions Private Limited, Mr. Saurabh Kumar Mittal, Gragerious Projects Private Limited, Punarvasu Builders and Developers Private Limited, Ceres Trading Services Private Limited, Daisy Projects Private Limited and Lucerne Trading Services Private Limited have ceased to be the Promoters / Promoter Group / PACs with the promoters of the Company.

DIVIDEND

For the financial year 2013-14, the Board of Directors of the Company had declared three interim dividends aggregating to Rs. 3/- per share on shares of face value Rs. 2/- each (i.e. Re. 1/- per equity share on July 24, 2013, Re. 1/- per share on October 22, 2013 and Re. 1/- per equity share on April 23, 2014). Your Directors recommend that the payment of the aforesaid interim dividends aggregating to Rs. 3/- per equity share on shares of face value Rs. 2/- each for the year ended on March 31, 2014 be confirmed.

DIRECTORS

The Board in recognition of the contributions of Mr. Narendra Gehlaut, MD of the Company, in taking the Company to remarkable growth and progress, elevated him to the position of Vice Chairman of the Company.

To achieve the highest standards of Corporate Governance in its management and to introduce a true sense of professionalism in the Board of the Company, the Board has proposed the appointments of Justice Surinder Singh Nijjar (Retd. Justice - Supreme Court of India) (DIN: 06964806), Justice Bisheshwar Prasad Singh (Retd. Justice Supreme Court of India) (DIN: 06949954) and Mrs. Rama Das (Ex-Member, CAT) (DIN: 06954941) as Independent Directors of the Company and the appointments of Mr. Vinesh Kumar Jairath (Ex-IAS Officer) (DIN: 00391684) and Mr. Gurbans Singh (Ex-IRS Officer) (DIN: 06667127), as Joint Managing Directors of the Company along with the appointment of Mr. Ashok Brijmohan Kacker (Ex-IRS Officer) (DIN: 01647408), as a Non-executive Director of the Company.

Further to ensure continuity of guidance from Brig. Labh Singh Sitara (Ex-army official and Dhyanchand award winner sportsman) (DIN: 01724648), Mr. Shamsher Singh Ahlawat (DIN: 00017480) and Mr. Aishwarya Katoch (DIN: 00557488), the existing Independent Directors of the Company, the Board has recommended their re-appointments as Independent Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Narendra Gehlaut (DIN: 01246303), retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment. The Board recommends his re-appointment.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

In consonance with the management re-organization, within Indiabulls group companies, as mutually decided among its promoters, Mr. Rajiv Rattan (DIN: 00010849) & Mr. Saurabh Kumar Mittal (DIN: 01175382) have resigned from the Board of Directors of the Company on 9th July 2014. The Board appreciated the efforts put in by Mr. Rattan & Mr. Mittal during their association with the Company.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors'' Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines 1999, are set out in the annexures forming a part of this Report.

CHANGE IN THE CAPITAL OF THE COMPANY

Subsequent to the financial year ended March 31, 2014, the Company had allotted 8,62,000 equity shares of face value Rs. 2/- each, against exercise of stock options under Indiabulls Real Estate Limited Employees Stock Option Scheme 2006, consequent to which, the paid up equity share capital of the Company increased from Rs. 84,80,21,478/- comprising of 42,40,10,739 equity shares of Rs. 2/- each, to Mrs. 84,97,45,478/- comprising of 42,48,72,739 equity shares of Rs. 2/- each.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

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 subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your directors have constituted the Corporate Social Responsibility Committee comprising Mr. Karan Singh Khera as the Chairman and Mr. Narendra Gehlaut and Mr. Saurabh Kumar Mittal as other members. However, due to resignation of Mr. Saurabh Kumar Mittal from the Board on July 9, 2014, the Committee was reconstituted, with Mr. Shamsher Singh Ahlawat replacing Mr. Saurabh Kumar Mittal as a member of the Committee.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

INDIABULLS FOUNDATION

The objective of Indiabulls Foundation is to do meaningful work with measureable output and maximum impact on the society. One of the first initiatives of Indiabulls Foundation is to support the development of rural districts. The Foundation has initiated pilot projects such as Aatm Shakti and Anganwadi in Rajasthan and Maharashtra with an open and a collaborative approach, which leverages the efforts of local stakeholders for a robust and scalable structure.

Other projects initiated by the Foundation are granting of mobile medical vans, rainwater harvesting, groundwater management, tree plantation, IT projects for rural development, income generation support for rural women, skills training for rural youth, conducting eye camps for rural school children and in trying to be of support to traditional artisans.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Accounting Standard (AS) - 21 on consolidated financial statements read with other related AS, the audited consolidated financial statement is provided in the Annual Report.

GREEN INITIATIVE

Electronic copies of the annual report 2014 and notice of the 8th AGM are being sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of Annual Report 2014 and the Notice of the AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all the resolutions set forth in the Notice of the AGM. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014. The instructions for e-voting are provided in the Notice.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2014-15 has been paid. The Global Depository Receipts issued by the Company also continue to be listed on the Luxembourg Stock Exchange. All outstanding Secured Non-Convertible Debentures issued by the Company so far, continue to remain listed on the Wholesale Debt Market segment of NSE.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Certificate from a Practicing Company Secretary, certifying Company''s compliance with the requirements of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to the Corporate Governance Report.

AUDITORS & AUDITORS'' REPORT

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm registration Number: 001076N), an associate of Grant Thornton, are proposed to be appointed as Statutory Auditors of the Company for a period of 5(five) years, to hold office as such from the conclusion of this AGM, in place of retiring auditors M/s Sharma Goel & Co. LLP, Chartered Accountants, who have completed their five year term. M/s Walker Chandiok & Co LLP is having good credentials in the real estate sector and is associated as statutory auditors of leading listed real estate developers of the Country. The Company has received a special notice from a member proposing M/s Walker Chandiok & Co LLP, Chartered Accountants, as statutory auditors of the Company.

M/s Walker Chandiok & Co LLP has submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section 139 & 141 of the Companies Act, 2013, confirming eligibility & satisfaction of criteria for their appointment as statutory auditors of the Company. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed 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 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified) your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 March 31, 2014 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining 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; and

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company at various levels, to the growth & success of the Company.

For and on behalf of the Board of Directors

Sd/- Sameer Gehlaut Chairman New Delhi, August 26, 2014


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Seventh Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year ended March 31, 2013 are as under:

Amount (in Rupees) Particulars Year ended Year ended March 31, 2013 March 31, 2012

Profit before Depreciation / Amortisation 3,446,559,581 239,485,236

Less: Depreciation / Amortisation 33,330,752 31,945,110

Profit before Tax 3,413,228,829 207,540,126

Less: Provision for Tax 727,618,602 63,004,898

Profit after Tax 2,685,610,227 144,535,228

Balance of Profit Brought Forward 87,475,910 29,240,647

Profit Available for Appropriation 2,773,086,137 173,775,875

Transfer from Indiabulls Builders Limited merger, pursuant to Scheme of Arrangement 58,454,923

Appropriations:

Interim Dividend on Equity shares 84,80,21,478

Dividend for previous year on Equity shares issued after the year end, under ESOP Scheme 189,000

Corporate Dividend Tax on Interim Dividend on Equity shares 16,658,750

Transfer to General Reserves 268,561,022

Transfer to Capital Redemption Reserves 100,000,000

Corporate Dividend Tax for previous year on Equity shares issued after the year end, under ESOP Scheme 30,660

Transferred to Debenture Redemption Reserve 1,334,560,908 144,535,228

Balance of Profit Carried Forward 205,283,979 87,475,910

REVIEW OF OPERATIONS & BUSINESS UPDATE:

Key Financial Highlights:

- Total Sales in FY ''13 increased to Rs. 3002 crores as against the sales of Rs. 1982 crores in FY ''12.

- Annualized rental income in FY ''13 increased to Rs. 486 crores as against Rs. 354 crores in FY ''12

- The total income from operations for the year FY ''13 stood at Rs. 1,300.56 crores and the Profit after tax (PAT) stood at Rs. 175.47 crores.

- While most of the other Real Estate companies got downgraded, the Company has retained its A (A Plus) rating for its long term debt (Term Loans and NCDs) and A1 (A One Plus) rating for its short-term debt, which is the highest rating that can be assigned for short-term debt. With this the Company enjoys ease and most favorable terms on the loans/facilities being availed from the Banks/Financial Institutions. The ratings are the manifestation of the Company''s strong fundamentals, low gearing and execution track record and juxtapose its long term growth prospects.

Project development:

The Company has 25 ongoing projects totaling 72.86 million square feet, 2588 acres of SEZ development and additional land bank of 1003.54 acres. Each project bears a stamp of thoughtful solutions and highest quality. Company''s projects has optimum mix of different categories and therefore the Company has diversified portfolio of super premium category, premium category & mid income category.

>- The Company has launched following projects in FY ''13:

BLU, Worli, Mumbai - 7-Star luxury residential complex spread over 10 acres in South Mumbai with breathtaking sea views. The project launched at Rs. 36,000 psft in June 2012 and within a short span of time it has achieved residential sale rate of Rs. 58,399 psft. Office space of 2,50,000 sq ft at Rs 25,000 psft is already contracted. 45% of the saleable area of this project is already sold with cash flows (after all costs) of Rs. 4425 Crores. Revenue recognition in P&L is expected during the current FY ''14.

IB Golf City, Savroli, MMR - Premium residential township with 18-hole golf course spread over 350 acres of greens.

Key Operational Highlights

Presently the Company is developing both residential and commercial projects mainly concentrating in the super metros and the tier I cities. The projects include from mid-income housing projects to high-end residential projects. Both the residential and the commercial projects are located in the areas of high growth with regards to infrastructure, connectivity and have high future potential. These projects are located in the Metros i.e. Panvel (Mumbai Metropolitan Region), Chennai, Gurgaon (NCR), and other prime Tier I cities like Ahmedabad, Madurai & Indore etc.

- The total Area under Development (AUD) is increased from 71.55 msft as on March 31, 2012 to 72.86 msft as on March 31, 2013.

- Out of AUD of 72.86 msft, 65.04 msft is under residential scope and 7.82 msft is under commercial scope.

- Around 95% of the AUD is in the Metro cities i.e. major centers of Greater Mumbai & Mumbai Metropolitan Region (MMR), National Capital Region (NCR) and Chennai.

- Total Area under construction (AUC) increased from 17.17 msft as on March 31, 2012 to 19.44 msft (net of handovers).

Land Bank:

Land reserves indicate the future development and expansion potential of the Company. The Company intends to acquire land in the areas which are of strategic importance and high demand centers The size and location of the company''s land reserves allows it to respond quickly and effectively to the changes in the market conditions, regulatory environment and the overall demand

- Added approx. 220 acres land (mainly in Mumbai Metropolitan Region and National Capital Region) in FY ''13.

- Total Land bank as at March 31, 2013 stands at 1003.54 acres, excluding 2588 acres land of Nashik SEZ, mainly in regions of Mumbai Metropolitan Region (MMR), National Capital Region (NCR) and Chennai (nearly 60% is in the NCR region, 22% in the MMR region and 18% in Chennai region).

SIGNIFICANT DEVELOPMENTS & UPDATES

BUYBACK OF EQUITY SHARES OF THE COMPANY

The Buy-back offer of the Company, which commenced w.e.f. April 30, 2012, closed on December 14, 2012, as scheduled. During Buy-back, the Company through Stock Exchange mechanism, bought back 5,00,00,000 equity shares, being 83.33% of the total buyback offer quantity of 6,00,00,000 equity shares at an average price of Rs. 54.64 per share. Funds amounting to Rs. 273.21 Crores appox. were utilized for the aforesaid purpose. Post Buy-back, the Issued & Paid-up capital of the Company stood at Rs. 848,021,478/-, comprising 424,010,739 equity shares of Rs. 2/- each.

RAISING OF FUNDS THROUGH ISSUE OF SECURED NON-CONVERTIBLE DEBENTURES

During the financial year 2012-13, the Company successfully raised funds aggregating Rs. 300 Crores through issue of Secured Non-Convertible Debentures to Yes Bank Limited. During Q1 of FY 2013-14, the company aised funds aggregating Rs. 500 Crores through issue of Secured Non-Convertible Debentures to Axis Bank Limited. These Debentures stands listed on the Wholesale Debt Market segment of the National Stock Exchange of India Limited.

DIVIDEND

For the FY 2012-13, an Interim Dividend was declared by the Board on April 25, 2013, at the rate of Rs. 2/- per equity share on face value of Rs. 2/- each. Your Directors recommend that the aforesaid interim dividend be approved as final dividend for the financial year 2012-13.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors'' Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines 1999, are set out in the annexures forming a part of this Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

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 subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company, Mr. Aishwarya Katoch (DIN: 00557488) and Mr. Labh Singh Sitara (DIN: 01724648), Directors, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for reappointment.

Brief resumes of the Directors seeking reappointment, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance, forming part of the Annual Report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2013-14 has been paid. The Global Depository Receipts issued by the Company also continue to be listed on the Luxembourg Stock Exchange. All outstanding Secured Non-Convertible Debentures issued by the Company so far, continue to remain listed on the Wholesale Debt Market segment of NSE.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Certificate from a Practicing Company Secretary, certifying Company''s compliance with the requirements of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to the Corporate Governance Report.

AUDITORS & AUDITORS'' REPORT

M/s Sharma Goel & Co., Chartered Accountants (Registration no.: 000643-N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed 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 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 March 31, 2013 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining 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; and

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company at various levels, to the growth & success of the Company.

For and on behalf of the Board of Directors

Sd/-

Sameer Gehlaut Chairman

New Delhi,

September 3, 2013


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the 6th Annual Report together with the audited accounts of the Company for the financial year ended March 31,2012.

FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year ended March 31,2012 are as under:



(Amount in Rupees)

Particulars For the year ended For the year ended March 31,2012 March 31,2011

Profit before Depreciation / Amortisation 239,485,236 708,916,844

Less: Depreciation/ Amortization 31,945,110 30,341,924

Profit before Tax 207,540,126 678,574,920

Less: Provision for Tax 63,004,898 220,521,056

Profit after Tax 144,535,228 458,053,864

Balance of Profit Brought Forward 29,240,647 192,405,560

Profit Available for Appropriation 173,775,875 650,459,424

Transfer from India bulls Builders Limited merger, pursuant to Scheme of 58,454 923 - Arrangement

Appropriations:

Proposed Dividend on Equity shares - 120,684,222

Dividend for previous year on Equity shares issued after the year end, 1,89,000 - under ESOP Scheme

Corporate Dividend Tax on Proposed Dividend on Equity shares - 19,577,998

Transfer to General Reserves - 22,902,693

Corporate Dividend Tax for previous year on Equity shares issued after 30,660 - the year end, under ESOP Scheme

Transferred to Debenture Redemption Reserve 144,535,228 458,053,864

Balance of Profit Carried Forward 87,475,910 29,240,647

REVIEW OF OPERATIONS & BUSINESS

UPDATE*

Key Financial Highlights:

- The total income from operations for the year FY '12stoocl at Rs' 1'391 -60 Crores and tne Profit after tax (PAT) stood at Rs. 168.19 Crores.

The total new leased area in FY '12 stands at 0.60 Total Sales for the year FY'12 was Rs. 1,982.04 Crores msft With this the total, |eased area stood at 2.21 for an area of 3.54 msft. msft as on March 31( 2012 and the marquee clients include big corporate houses like Starbucks, Yes Bank, Deloitte, GE Shipping, Franklin Templeton etc. among the few.

The Company has maintained its A (Single A Plus) ratings for its long term debt (Term loans and NCDs) and PR1 (PR One Plus) rating for its short term facilities for tenure up to one year (This is the highest rating that can be assigned for short-term debt). The ratings are the manifestation of the Company's strong fundamentals, low gearing and execution track record and juxtapose its long term growth prospects.

Key Operational Highlights

Project development:

Presently the Company is developing both residential and commercial projects mainly concentrating in the metros and the tier I cities. The projects include from mid-income housing projects to high-end residential projects. Both the residential and the commercial projects are located in the areas of high growth with regards to infrastructure, connectivity and have high future potential. These projects are located in the Metros i.e. Panvel (Mumbai Metropolitan Region), Chennai, Gurgaon (NCR), and other prime Tier I cities like Ahmadabad, Madurai & Indore etc.

The total Area under Development (AUD) increased by 10.63 msft in FY '12. With this total AUD increased by 17.45% from 60.92 msft as on March 31, 2011 to 71.55 msft as on March 31, 2012.

Out of AUD of 71.55 msft nearly 62.73 msft is under residential scope and 8.82 msft is under commercial scope.

More than 90% of the AUD is in the Metro cities i.e. major centers of Greater Mumbai & Mumbai Metropolitan Region (MMR), National Capital Region (NCR) and Chennai.

Total AUD has optimum mix of different categories and therefore India bulls has diversified portfolio with 5.5 msft AUD under super premium category (for which the expected average sale price is Rs. 25,000 per sft) 38.64 msft AUD is under premium category (for which the expected average sale price is Rs. 5,000 per sft) and 27.40 msft AUD is under mid income category (for which the expected average sale price is Rs. 2,500 per sft).

Total Area under Construction (AUC) increased from 17.04 msft as on March 31,2011 to 17.17 msft (net of handovers) across 103 towers across India.

Land Bank:

Land reserves indicate the future development and expansion potential of the Company. The Company intends to acquire land in the areas which are of strategic importance and high demand centers. The size and location of the Company's land reserves allows it to respond quickly and effectively to the changes in the market conditions, regulatory environment and the overall demand

Total land acquired in FY '12 is420.47 acres (mainly in Mumbai Metropolitan Region and National Capital Region).

Total land bank of India bulls stands at 836.03 Acres in regions of Mumbai Metropolitan Region (MMR), National Capital Region(NCR) and Chennai.

Out of total land bank of 836.03 acres nearly 46% is in the NCR region, 33% in the MMR region and rest 21% in Chennai region.

Future Development Potential:

With its strong land reserves located in high growth centers, the Company envisages total developmental potential in excess of 525 msft and total revenue potential in excess of Rs. 36,000 Crores. Some of the projects that are planned to be launched in the year FY'13 are:

BLU, World, Mumbai - 7-Star luxury residential complex spread over 10 acres in South Mumbai with breathtaking sea views IB City, Sonepat, Haryana - 150 Acres of integrated township with plotted development, commercial and group housing

IB Golf City, Savroli, MMR - Premium residential township with 18-hole golf course spread over 350 acres of greens

IB Enigma II, Seel 04, Gurgaon - Super premium residential complex with Villa's and high rise towers spread over 34 acres

IB Imperial, Sec 106, Gurgaon - 54 Acres of Integrated township with high end residential apartments, villa's, luxury retail and commercial

IB Commercial Centre, Sec 109, Gurgaon - Over 5 acres of commercial development on the Dwarka Expressway

IB Greens, Chennai - Premium residential township with high rise towers near the IT corridor spread over 32 acres

IB Mint, Sec 104, Gurgaon - Iconic Commercial tower on the Dwarka Expressway

IB Greens, Indore -15 Acres of Integrated township with high end residential apartments, retail and commercial in the heart of the city

IB Mega Mall, Agra & Kanpur - Destination mall/ multiplex in the heart of the city

SIGNIFICANT DEVELOPMENTS & UPDATES

RESTRUCTURING OF POWER AND INFRASTRUCTURE BUSINESS OF THE COMPANY

During the financial year 2011-12, the Scheme of arrangement under the provisions of Sections 391-394 of the Companies Act, 1956, among the Company, India bulls Infrastructure and Power Limited ("IIPL"), India bulls Builders Limited ("IBL"), India bulls Power Limited. ("IPL"), Poena Power Supply Limited ("PPSL") and their respective shareholders and creditors ("Scheme") was approved by the Humble High Court of Delhi, New Delhi, vide its order dated October 17,2011 and came into effect on November 25,2011, with effect from the 1 st April, 2011 i.e. the Appointed Date.

Post effectiveness of the aforesaid Scheme, equity shares of IIPL got listed on BSE & NSE w.e.f. July 30,2012. Further, on payment of full and final call money by holders of partly-paid equity shares, issued by the Company in term of the Scheme, such partly paid equity shares became fully paid-up, ranking pari-passu with existing equity shares of the Company.

MERGER OF A SUBSIDIARY WITH INDIABULLS POWER LIMITED.

In terms of the Court approved Scheme of Arrangement, for merger of India bulls Infrastructure Development Limited (IIDL), subsidiary of the Company, with India bulls Power Limited. (IPL), the Company, being a shareholder of IIDL, was allotted shares in IPL, which as on date is 8.29% of IPL's present paid-up equity capital.

BUYBACK OF EQUITY SHARES OF THE COMPANY

During the financial year 2011-12, the Board of Directors of the Company approved Buy-back of up to 6 crore equity shares of the Company from the open market through the Stock Exchange mechanism, at a price not exceeding Rs. 75/- per share, involving an aggregate amount, not exceeding Rs. 450 crores i.e. within 10% of the erstwhile paid-up equity share capital and free reserves of the Company, in accordance with sections 77A, 77AA and 77B of the Companies Act, 1956. Upon receipt of approval from Securities and Exchange Board of India (SEBI), the Company commenced Buy-back of its equity shares w.e.f. April 30, 2012. The Buy-back offer shall remain open up to December 14, 2012. However, the Board may close the same at an early date, subject to completion of buy-back of minimum number of equity shares specified in the Public Announcement i.e. 1.5 Crores.

Uptill August 24, 2012, the Company has bought-back 32,336,206 equity shares, constituting 53.89% of total shares, which were available for buy-back under the Buy- back offer. Upon extinguishment of 25,861,404 equity shares, out of aforesaid shares, the Issued and Paid-up capital of the Company as on August 24, 2012 stood at Rs. 896,298,670/-, comprising 448,149,335 equity shares of Rs. 21- each.

DIVIDEND

In anticipation of the future fund requirements for various projects, being undertaken by the Company, its subsidiaries and associates, the Board of Directors of the Company have not recommended any dividend for the FY 2011-12.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors' Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines 1999, are set out in the annexure forming a part of this Report.

The Shareholders of the Company have approved the launch of a new ESOP Scheme titled as 'India bulls Real Estate Limited Employee Stock Option Scheme - 2011'. However, no option has yet been granted under this Scheme.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company

who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

Consequent to managerial restructuring within India bulls Group companies, Mr. Vipul Bansal has relinquished his charge as the Joint Managing Director of the Company and has resigned from the directorship of the Company w.e.f. July 25, 2012. Mr. Narendra Gehlaut, the other Joint Managing Director of the Company, has been re- designated as "Managing Director" to look after the entire operations of the Company.

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company, Mr. Narendra Gehlaut (DIN: 01246303) and Mr. Prem Prakash Mirdha (DIN: 01352748), Directors, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for reappointment.

Brief resumes of the Directors seeking reappointment, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance, forming part of the Annual Report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2012-2013 have been paid. The Global Depository Receipts issued by the Company also continue to be listed on the Luxembourg Stock Exchange. The Secured Non- Convertible Debentures issued by the Company during FY 2010-11, continue to remain listed on the Wholesale Debt Market segment of NSE.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Certificate from a Practicing Company Secretary, certifying Company's compliance with the requirements of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to the Corporate Governance Report.

AUDITORS & AUDITORS' REPORT

M/s Sharma Goel & Co., Chartered Accountants (Registration no.: 000643-N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed 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 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 31st March, 2012 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining 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; and

4. the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company at various levels, to the growth & success of the Company.



For and on behalf of the Board of Directors

Sameer Gehlaut

Chairman

New Delhi

August 30,2012


Mar 31, 2010

Not Available


Mar 31, 2009

The Directors have pleasure in presenting the 3rd Annual Report together with the audited statement of accounts of the Company forthefinancialyearended March 31, 2009.

FINANCIAL HIGHLIGHTS

The highlights of the financial resultsofthe Company forthefinancialyear ended March 31,2009.

Amount (in Rs.)

Year ended Year ended Particulars March 31,2009 March 31,2008

Profit before Depreciation/ Amortisation 259,653,685 6,053,703,909

Less: Depreciation/Amortisation 25,495,181 20,834,704

Profit before Tax 234,158,504 6,032,869,205

Less: Provision for Tax 68,543,221 1,355,878,449

Profit after Tax 165,615,283 4,676,990,756

Balance of Profit brought forward 43,496,792 18,079,330

Profit available for appropriation 209,112,075 4,695,070,086

Appropriations

Dividend paid on Preference shares 103,626,032 71,400,548

Corporate Dividend Tax on Preference shares 17,611,245 12,134,523

Proposed Dividend on Preference shares 33,913,974 28,184,427

Corporate Dividend Tax on Proposed Dividend on Preference shares 5,763,680 4,789,943

Proposed Dividend on Equity shares - 3,476,528,721

Corporate Dividend Tax on Proposed Dividend on Equity shares - 590,836,056

Transfer to General Reserves - 467,699,076

Balance of Profit Carried Forward 48,197,144 43,496,792

REVIEW OF OPERATIONS

The year 2008-2009 has been a year of financial turmoil with economies the world over taking a severe beating because of the prevailing recessionary conditions which have left no business sector untouched.

The times were particularly hard for the realty sector which witnessed a sharp dwindling of new business opportunities and almost complete lack of takers for the built up projects. What made the situation worse was the liquidity crunch coupled with a sharp increase in the costs of financing, in the market.

These unhealthy developments put the margins under severe pressure, the result being a plummeting profitability.

Your Company went through a bad phase as well with a drop in operating income and profitability in the year 2008-2009 as compared to the financial year 2007-2008. The operating revenues and Profits after tax were Rs. 4502.81 lacs and Rs. 1656.15 lacs respectively in the financial year 2008-2009, compared to Rs. 4,777.29 lacs and Rs.46,769.91 lacs respectively in the financialyear2007-2008.

However the scenario has brightened now with the world economies showing signs of emerging out of recession and the economic situation in the country looking upwards.

SIGNIFICANT DEVELOPMENTS

- Acquisition of a foreign Company and Issue of Global Depository Receipts

During the year under review, the Company has acquired the entire paid-up capital of Dev Property Development Limited (DPD), a company incorporated and registered in the Isle of Man, pursuant to a Scheme of Arrangement, approved by the High Court of Justice, Isle of Man. In terms of the approved Scheme, the Company had issued 16,685,580 CDRs, an equivalent number of underlying Equity shares of face value Rs. 2 each, to the shareholders of DPD, in consideration for the acquisition of DPD shares by the Company.

- Scheme of Amalgamation of Subsidiaries

During the year under review, pursuant to a Court approved Scheme of Amalgamation Indiabulls Power Services Limited, a wholly owned subsidiary of the Company, was merged with Sophia Power Company Limited, a majority owned subsidiary of the Company now known as Indiabulls Power Limited. (IPL). Consequent to the allotment of additional Equity shares by IPL to the Company, in terms of the approved Scheme, the Companys stake was increased to 71.43% in IPL.

- Raising of funds through Qualified Institutional Placement

The Company has successfully raised funds aggregating Rs. 2656,49,99,705/- through QIP placement of 14,35,94,593 Equity shares of the face value of Rs.2 each at a issue price of Rs.185 per share, with Qualified Institutional Buyers. This has resulted in increasing the outstanding Equity Shares of the Company from 25,75,20,646 to 40,11,15,239.

- Filing of Draft Red Herring Prospectus by Indiabulls Power Limited.

Indiabulls Power Limited., a subsidiary of the Company, has filed its Draft Red Herring Prospectus with the Securities and Exchange Board of India ("SEBI") on July 15, 2009 in relation to itslnitialPublicOfferofequity shares.

DIVIDENDS

During the financial year 2008-2009 the Company has paid preference dividend @10% aggregating Rs.137,540,006/- (excluding Corporate Dividend Tax thereon) to Oberon Limited, a foreign entity, as per the agreed terms.

As regards the payment of dividend on Equity shares, your directors, in anticipation of the future fund requirements for various projects, being undertaken by the Company through its subsidiaries and associates, did not recommend any dividend.

WARRANTS/EMPLOYEES STOCK OPTIONS

During the Financial Year, the Employee Stock Option Scheme titled Indiabulls Real Estate Limited Stock Option Scheme - 2008 (the "ESOS Scheme 2008"), covering 15,00,000 stock options, was cancelled and withdrawn.

However, with a view to reward performance and to retain talented employees of the Company and its subsidiaries, a new scheme titled Indiabulls Real Estate Limited Employee Stock Option Scheme 2008 II (the "ESOS Scheme 2008 II") was launched. The Scheme covers 20 lacs stock options convertible into an equivalent number of Shares of face value of Rs. 2 each. The Compensation Committee has granted the said 20 lacs options to eligible employees, at an exercise price of Rs. 110.50. The stock options so granted shall vest in eligible employees within 10 years, with effect fromjanuary 31,2010, the first vestingdate.

Subsequent to year end, upon exercise of stock options vested in terms of Indiabulls Real Estate Limited - Employees Stock Option Scheme 2006 by certain eligible employees and receipt of full consideration therefor, the Board at its meeting held on August 11, 2009, has allotted an aggregate of 2,25,000 Equity shares of face value Rs. 21- each to such employees. Consequent to this allotment, the paid-up Equity share capital of the Company stands increased from Rs. 80,22,30,478/- divided into 40,11,15,239 Equity shares of face value Rs. 21- each to Rs. 80,26,80,478/- divided into 40,13,40,239 Equity shares of face value Rs. 2/-each.

The disclosures required to be made in the Directors Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines 1999, are set out in the annexures forming a part of this report.

The Company had allotted 1,50,00,000 warrants to its Promoters on August 9, 2007 and 4,30,00,000 warrants to its Promoters and Joint Managing Directors on November 5, 2007 on a preferential basis, convertible into equivalent number of its equity shares. The warrant holders had not exercised their right to convert their warrants into Equity shares hence, the warrants allotted in their favour were lapsed and the 10% upfront money paid at the time of allotment of warrants were forfeited and credited to Capital Reserve.

FIXED DEPOSITS

The Company has not accepted any deposits from the public duringtheyear under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In terms of approval granted by the Ministry of Corporate Affairs, Government of India vide letter No. 47/515/2009-CL- III dated 30.07.2009 under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries of the Company as of March 31, 2009 have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any

Member of the Company interested in obtaining the same. However, as directed by the Ministry of Corporate Affairs, the financial data of the subsidiaries have been furnished under Details of Subsidiaries forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes financial information of its subsidiaries.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article 129 of the Articles of Association of the Company Mr. Prem Prakash Mirdha, Mr. Narendra Gehlaut and Mr. Vipul Bansal retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Further, the term of office of Mr. Narendra Gehlaut and Mr. Vipul Bansal, as Joint Managing Directors of the Company, shall come to an end on the 8th of January 2010. In order to have the continued benefit of their acumen and experience, the Board has proposed to reappoint them as Joint Managing Directors, for a further period of five years subsequent to the expiry of theirinitialterm as aforesaid, i.e. w.e.f.January 9, 2010.

Brief resume of the Directors seeking reappointment, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2009-2010 have been paid. The Global Depository Receipts issued by the Company continue to be listed on the Luxembourg Stock Exchange.

MANAGEMENT DISCUSSION ANDANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretarys Certificate certifying the Companys compliance with the requirements of Corporate Governance stipulated under clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

AUDITORS &AUDITORS REPORT

M/s Ajay Sardana Associates, Chartered Accountants, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

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

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIESACT.1956

The information required to be disclosed 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 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORSRESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 31st March, 2009 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining 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; and

4. the Directors have prepared the Annual Accounts of the Company on agoing concernbasis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company at various levels, to the growth & success of the Company.

For and on behalf of the Board of Directors Sameer Gehlaut Chairman

New Delhi September 2,2009



 
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