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Directors Report of Mahindra Lifespace Developers Ltd.

Mar 31, 2016

The Directors present their seventeenth report together with the audited financial statement of your Company for the year ended
on 31st March, 2016.

FINANCIAL HIGHLIGHTS (STAND-ALONE)

(Rs, in lakh)

2016 2015

Income from Operations 50,297 62,401

Other Income 9,718 13,602

Total Income 60,015 76,003

Profit Before Depreciation, Finance
cost and Taxation 16,847 36,227

Less : Depreciation 414 274

Profit Before Finance cost and
Taxation 16,433 35,953

Less : Finance Cost 2,259 2,182

Profit Before Taxation 14,174 33,771

Less : Provision for Taxation
Current Tax 3,674 10,134

Deferred Tax (including MAT Credit) 51 307

Profit After Tax 10,449 23,330

Add : Balance of Profit for
earlier years 48,900 36,519

Amount available for appropriation 59,349 59,849

Proposed Dividend on Equity Shares
(including tax on distributed
Profits) 2,799 2,972

Interim Dividend on Equity Shares
(including tax on distributed
Profits) - 2,503

Depreciation adjustment (Net of
Deferred Tax Adj.) - 6

Less : Transfer to General Reserve - 2,333

Less: Transfer to Debenture
Redemption Reserve 3,135 3,135

Balance carried forward 53,415 48,900


DIVIDEND

For the Financial Year 2015-16, your Directors have recommended a Dividend of Rs, 6 per equity share of the face value of Rs,10
each of the Company, i.e. 60 per cent.

The equity dividend (including tax on distributed Profits) aggregates Rs, 2,799 lakh (previous year Rs, 5,475 lakh, aggregate of
Special Dividend by way of an Interim Dividend and Final Dividend). The Dividend shall be paid out of the Profits of the current
year.

RESERVES

Out of the Profits available for appropriation, an amount of Rs, 3,135 lakh has been transferred to the Debenture Redemption
Reserve and the balance has been carried forward to the Profit & Loss Account.

OPERATIONS / STATE OF THE COMPANY''S AFFAIRS

In a subdued global economic environment, and the ongoing slowdown in China, India''s macroeconomic performance remained stable
during financial year 2015-16. According to the advance estimates released by the Central Statistical Organization (CSO), India''s
GDP growth is expected to be 7.6 per cent in financial year 2015-16, marginally higher than 7.2 per cent recorded in the previous
year.

An equally important aspect was the stability in retail inflation around 5 per cent mark, which allowed the RBI to continue with
its accommodative policy stance. However, the rate cuts to the tune of 100 basis points during the year did not translate into
desired reduction in lending rates. Consequently, the improvements in business and consumer confidence during the year were weak.
As far as the real estate industry is concerned, the overall performance continued to be subdued — housing prices, rents and off
take of housing loans continued to be sluggish during the year.

The Company''s performance needs to be evaluated in the context of this Industry Environment.

In the residential segment, the Company sold over 1,000 residential units aggregating to 1.16 million square feet of saleable
area in 2015-16 across its ongoing and newly launched projects, including projects of its subsidiary companies. The Company
launched two new projects — ''Vivante'' and ''Wind chimes'', marking its entry in the Bangalore market with the latter. In addition,
fresh inventory in four of its existing projects was also launched during the year.

In the large format developments, the Company''s subsidiary Mahindra World City Developers Limited (MWCDL) signed a JV Agreement
with Sumitomo Corporation, Japan to develop an industrial park in North Chennai on the NH-5 (Chennai – Kolkata highway). The
first phase of the project of approximately 300 acres will be implemented by Mahindra Industrial Park Chennai Limited (MIPCL), a
60:40 JV between MWCDL and Sumitomo Corporation, respectively.

The consolidated total income of your Company decreased from Rs, 114,757 lakhss in 2014-15 to Rs, 87,743 in 2015-16. The
consolidated Profit before tax (PBT) stood at Rs,14,745 lakh in 2015-16 as compared to Rs,42,102 lakhs in 2014-15, whereas the
consolidated Profit after tax and minority interest (PAT) was Rs, 9,309 lakhs in 2015-16 as compared to Rs,26,620 lakhs during
2014-15. This Performance of the Company over the previous year needs to be looked in the context of the land sale transaction in
respect of a delayed project in Mumbai, which contributed Rs,268 crore to the total income and Rs,245 crore to the Profit before
tax (PBT) during 2014-15.

Total income of your Company as a standalone entity was Rs, 60,015 Lakh as compared to Rs,76,003 lakh in 2014-15. PBT was
Rs,14,174 as compared to Rs,33,771 lakhs in 2014- 15, whereas PAT was Rs, 10,449 as compared to Rs, 23,330 lakhs in 2014-15.
Total income includes dividend income of Rs,629 Lakhs and Rs,178 Lakhs received from its subsidiaries Mahindra World City
(Jaipur) Limited and Mahindra World City Developers Limited, respectively, as compared to Rs,727 lakhs received from its
subsidiary Mahindra World City Developers Limited, Rs,740 lakhs received from its subsidiary Mahindra World City (Jaipur) Limited
and Rs,740 lakhs received from its subsidiary Mahindra Integrated Township Limited in 2014-15.

No material changes and commitments have occurred after the close of the year till the close of this Report, which affects the
financial position of the Company.

AWARDS AND RECOGNITION

The Company and its subsidiaries received several awards and recognitions during 2015-16. Some of the prestigious awards are:

- Mahindra Life spaces rated as one of the Top 5 Great Places to Work in the real estate industry by the Great Places to Work
Institute;

- Mahindra Life spaces won the Mint-Institute for Competitiveness - ''Strategy Award'' in the Construction, Real Estate and Steel
Segment ;

- Mahindra Life spaces has been ranked Regional Sector Leader for Listed -Asia - Industrial category by Global Real Estate
Sustainability Benchmark (GRESB) Survey, 2015 for second year in a row;

- Mahindra Life spaces won the "Investor Relations Society Awards 2015" for Best Environment, Social & Governance (ESG)
Disclosures in Small Cap category;

- Mahindra Life spaces bagged the runner up trophy for Best Safety Practices Competition 2015 in the Construction Category which
was jointly organized by National Safety Council -Maharashtra Chapter & Directorate of Industrial Safety and Health, Government
of Maharashtra;

- Splendour by Mahindra Life spaces rated "Platinum" on completion by the Indian Green Building Council (IGBC);

- Mahindra Life spaces won the "Best Developer - Residential Project" award for Splendour at the ACETECH Alpha Awards 2015;

- Luminare by Mahindra Life spaces was conferred with the "CIDC Vishwakarma Award" for Construction, Health, Safety and
Environment;

- Iris Court by Mahindra Life spaces received the award for the ''Best Residential Project'' in Chennai under the Affordable
Housing Segment at the 10th CNBC AWAAZ Real Estate Awards 2015-16;

- Mahindra World City Jaipur became the first project in Asia to receive Stage 2 Climate Positive Development certification from
C40 Cities Climate Leadership Group;

- Mahindra World City Chennai declared "Best Township" (more than 200 acres in size) at NDTV Parryware Property Awards 2015-16.

SHARE CAPITAL

During the year, the Company allotted 2,500 equity shares of Rs,10 each at an exercise price of Rs, 428 per share to the eligible
grantees pursuant to exercise of stock options granted under Employee Stock Option Scheme - 2006 (ESOS - 2006).

The Company has also allotted 18,450 equity shares of Rs,10 each at an exercise price of Rs, 10 per share to the eligible
grantees pursuant to exercise of stock options granted under Employee Stock Option Scheme - 2012 (ESOS - 2012).

Consequently, issued equity share capital has increased from Rs, 41,05,30,510 to Rs, 41,07,40,010 and the subscribed and paid up
equity share capital of the Company has increased from Rs, 41,01,22,000 to Rs, 41,03,31,500.

The allotment of 40,851 equity shares of the Company has been kept in abeyance in accordance with Section 206A of the Companies
Act, 1956, till such time the title of the boned owner of the shares is certified by the concerned Stock Exchange or the Special
Court (Trial of offenses relating to transactions in Securities).

During the year, Company has not issued any equity shares with differential rights or any sweat equity shares.

ISSUE & ALLOTMENT OF NON-CONVERTIBLE DEBENTURES

On 4th April, 2013, the Company had issued and allotted 5,000 - Secured Listed Rated Redeemable 10.78 per cent YTM, Non-
Convertible Debentures (NCDs) with a face value of Rs, 10,00,000 (Rupees Ten Lakh Only) each for cash at par, aggregating Rs, 500
crore (Rupees Five Hundred Crore Only) vide Series I, Series II, and Series III on Private Placement basis. The proceeds of the
NCDs issue have been fully utilized for the purposes of the issue.

Series I of Secured Listed Rated Redeemable 10.78 per cent YTM, 1,250 Non-Convertible Debentures (NCDs) with a face value of Rs,
10,00,000 (Rupees Ten Lakh only) each aggregating ^ 125 crore (Rupees One Hundred Twenty-Five Crore Only) were redeemed on 4th
April, 2016 along with redemption premium.

EMPLOYEE STOCK OPTIONS SCHEME

As of 31st March, 2016, 2,500 Stock Options were exercised under Employee Stock Option Scheme - 2006 (ESOS - 2006)

and 18,450 Stock Options were exercised under Employee Stock Option Scheme – 2012 (ESOS – 2012).

In accordance with the Employee Stock Option Scheme (ESOS– 2012), the Nomination and Remuneration Committee had on 30th April,
2015 and 28th January, 2016, approved grant of total 34,000 Stock Options to the eligible employees, at an exercise price of
Rs,10 each which is equal to the face value of the equity share of the Company.

The Information that the Company is required to disclose in relation to ESOS-2006 and ESOS-2012 under the Securities Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014, is uploaded on the website of the Company at
http://www.mahindraLife spaces.com/investors/disclosures-sebi.

The Shares arising out of exercise of Employee Stock Options are directly allotted to the eligible employees and therefore, the
requirement of disclosure in respect of voting rights not exercised directly by the employees does not apply to the Company.

The Existing Schemes, Employee Stock Option Scheme-2006 (ESOS – 2006) and Employee Stock Option Scheme-2012 (ESOS – 2012) are
implemented in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the
"Regulations") and other applicable Regulations and Circulars in force from time to time.

HOLDING COMPANY

The promoters of the Company i.e. Mahindra & Mahindra Limited (M&M) hold 20,846,126 equity shares which represents 50.80 per cent
of the paid-up equity share capital of the Company. The Company continues to be a Subsidiary Company of M&M. All subsidiary
companies of the Company are consequently subsidiary companies of M&M.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the
Companies Act, 2013 is provided in Annexure A to the Consolidated Financial Statement and hence not repeated here for sake of
brevity. The policy, as modified on 28th January, 2016, for determining material subsidiaries is available on the Company''s
website at the link: http://www.mahindraLife spaces. com/media/newsevents_fle/policyford-4d82fc3b9f7733c.pdf

SUBSIDIARY COMPANIES

Mahindra World City (MWC), Chennai, is implemented by Mahindra World City Developers Limited (MWCDL), currently an 89:11 joint
venture between the Company and the Tamil Nadu Industrial Development Corporation Limited (TIDCO), respectively. It is the first
township in India to receive Green Township Certification (Stage I Gold certification) from IGBC. Mahindra World City, Chennai,
was launched in September 2002, and currently has three sector specific Special Economic Zones (SEZs) — IT (services and
manufacturing), Apparel and Fashion Accessories, and Auto Ancillaries, and a Domestic Tariff Area (DTA) for businesses catering
to the Indian market. Integrated to the business zone is a Residential and Social Infrastructure zone. At the end of 2015-16, the
project had a total area of 1,524 acres. With greater stabilization in the business zone, the focus is now on developing the
residential and social infrastructure. Mahindra World City, Chennai, has allocated 289 acres for the development of residential
and social infrastructure.

Mahindra World City, Jaipur, is being implemented by Mahindra World City (Jaipur) Limited (MWCJL), a 74:26 joint venture between
the Company and Rajasthan State Industrial Development & Investment Corporation Limited (RIICO), a Government of Rajasthan
enterprise, respectively. Mahindra World City, Jaipur is being developed as a Multi-Product Special Economic Zone and a Domestic
Tariff Area across 3,000 acres, of which 2,949 acres have already been acquired. Currently, the project has five zones, IT/ITES
SEZ, Handicrafts SEZ, Engineering & Related Industries SEZ, Gems & Jewellery SEZ and a Domestic Tariff Area. Going forward, the
near term focus will continue to be on sale of industrial land in the project.

Mahindra Integrated Township Limited ("MITL") is engaged as a co-developer in developing residential township area at Mahindra
World City, New Chennai. Its current developments include ''Iris Court'' and ''Nova''. MITL has a balance of approximately 140 acres
to be developed in phases for offering products in different formats and segments. MITL is 96.30 per cent owned by the Company.

Mahindra Residential Developers Limited (MRDL), which is a wholly owned subsidiary of Mahindra Integrated Township Limited
(MITL), and a co-developer in developing residential township area in MWC is developing a gated residential community in
approximately 55 acres within Mahindra World City, New Chennai, under the name ''Aqualily''.

Mahindra Bebanco Developers Limited (MBDL) is a 70:30 joint venture between the Company and B.E. Billimoria & Co. Limited, one of
the leading construction companies in India, respectively. This company is developing a residential complex across approximately
25 acres at Multi-modal International Hub Airport at Nagpur (MIHAN).

The details of the current developments in each of these companies are given in the Management Discussion and Analysis Report.

Mahindra Infrastructure Developers Limited ("MIDL"), a wholly owned subsidiary of the Company, is an equity participant in the
project company namely, New Tirupur Area Development Corporation Limited (NTADCL) implementing the Tirupur Water Supply and
Sewerage project. During the period 2003 to 2009, the company was engaged in operating a solid waste treatment plant at
Tirupati. For more details about the investment of the Company into MIDL, please refer Note no. 12(a) to the standalone financial
statement.

Mahindra World City (Maharashtra) Limited ("MWCML"), is a wholly owned subsidiary of the Company, which was set up to undertake
large format development. The Company is looking out for an appropriate business opportunity to take up projects in real estate
development.

Knowledge Township Limited ("KTL"), a wholly owned subsidiary of the Company will be developing an industrial park in
Maharashtra. The company is in the process of procuring the targeted land area.

Industrial Township (Maharashtra) Limited ("ITML"), a wholly owned subsidiary of the Company is exploring the possibility of
taking up real estate development.

Raigad Industrial & Business Park Limited ("RIBPL"), a wholly owned subsidiary of the Company is exploring the possibility of
taking up real estate development.

Anthurium Developers Limited ("ADL") a wholly owned subsidiary of the Company is exploring the possibility of taking up real
estate development projects.

Industrial Cluster Private Limited ("ICPL") (formerly known as Mahindra Housing Private Limited) a wholly owned subsidiary of the
Company is exploring the possibility of taking up the development of an industrial park in Gujarat.

Mahindra Industrial Park Chennai Limited was a wholly owned subsidiary of Mahindra World City Developers Limited. During the
financial year 2015-16, Mahindra World City Developers Limited entered into a Joint Venture Agreement with Sumitomo Corporation,
Japan to set up an Industrial Park in North Chennai (the NH-5 corridor) on approximately 300 acres. In terms of the Joint Venture
Agreement, Mahindra Industrial Park Chennai Limited which was a wholly owned subsidiary of Mahindra World City Developers Limited
is now a joint venture between Mahindra World City Developers Limited and Sumitomo Corporation in the ratio of 60:40
respectively. Accordingly, Mahindra Industrial Park Chennai Limited is a subsidiary of Mahindra World City Developers Limited and
consequently, a subsidiary of the Company.

Mahindra Water Utilities Limited (MWUL) is engaged in the business of operation and maintenance service for water and sewerage
facilities at Tirupur, India. During the year under review, Mahindra Infrastructure Developers Limited, a wholly owned subsidiary
of the Company acquired additional 48,999 equity shares in MWUL, as a result MWUL has become a 98.99% subsidiary of Mahindra
Infrastructure Developers Limited and consequently a subsidiary of the Company. Total consideration paid for 48,999 equity shares
was Rs 48,999. The difference between proportionate Net asset of MWUL as on the date of acquisition (27th July, 2015) and
purchase consideration so paid, of Rs, 2,364.10 lakhs, has been transferred to Capital Reserve in consolidated financial
statement.

JOINT VENTURE COMPANIES

Mahindra Homes Private Limited (MHPL) (earlier known as Watsonia Developers Private Limited and prior to that Watsonia Developers
Limited), a 50:50 joint venture between the Company and SCM Real Estate (Singapore) Private Limited, is developing in
collaboration with a developer, and land owning companies, a group housing project "Luminare" at NCR on approximately 6.79 acres
and a residential project "Wind chimes" at Bangalore on approximately 5.85 acres. The company is exploring the possibility of
undertaking additional projects in residential development segment in India.

Mahindra Inframan Water Utilities Private Limited (MIWUPL) is a 50 percent joint venture company and is exploring the possibility
of undertaking suitable business propositions.

ASSOCIATE COMPANIES

Topical Developers Private Limited and Kismat Developers Private Limited, the associate companies of the Company are looking out
for appropriate business opportunities in the space of real estate development.

During the year, Mahindra Water Utilities Limited, which was a Joint Venture company, became a subsidiary of the Company. No
other company has become or ceased to be a Subsidiary / Associate/ Joint Venture company of the Company.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) viz.
AS 21 on consolidated financial statement read with AS 23 on accounting for investments in Associates and AS 27 on financial
reporting of interest in joint ventures issued by the Institute of Chartered Accountants of India form part of this Annual
Report.

The financial statements of Subsidiaries, Associates and Joint Venture companies are not attached along with the financial
statements of the Company. Separate audited financial statement of each of the subsidiaries is placed on the website of the
Company at we blink: http://www.mahindraLife spaces. com/investors/financial-information. The Company Secretary will make these
documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents
will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual
General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations
forms a part of this Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions
of corporate governance as stipulated under Para E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR") forms a part of this Annual Report.

SUSTAINABLE DEVELOPMENT

Your Company has been at the forefront of the real estate industry in India to achieve the mission of ''Transforming urban
landscapes by creating sustainable communities''. The Company has done this by putting sustainability as a core agenda for the
Company. The details of Company''s approach to sustainability are covered in the Sustainability Report at page 169 of the Annual
Report.

The Business Responsibility Reporting (BRR) as part of the Annual Report as required by Regulation 34 (2) (f) of SEBI LODR is not
applicable to your Company for the financial year ended on 31st March, 2016.


CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s guiding principle for CSR is to build its relationship with stakeholders and the community at large, and contribute
to their long term social good and welfare. The Company, in every financial year, in line with the new Companies Act, 2013,
pledges to spend, two per cent of the average net Profits made during the three immediately preceding financial years
specifically towards CSR initiatives.

The Company has constituted Corporate Social Responsibility Committee comprising Mr. Arun Nanda — Non Executive Non- Independent
Director, Mr. Shailesh Haribhakti — Non Executive Independent Director and Ms. Anita Arjundas — Managing Director & CEO. The
Role of the Committee is to formulate and recommend a CSR policy to the Board, to recommend amount of expenditure to be incurred
on CSR activities, to monitor the CSR policy of the Company from time to time and to institute a transparent monitoring mechanism
for implementation of the CSR projects or programs or activities undertaken by the Company.

The Company''s CSR Policy lays out the vision, objectives and implementation mechanisms. The Company''s CSR policy is available on
the Company''s web link at http://www. mahindraLife spaces.com/pdf/mldl%20csr%20policy-final-cln.pdf. The Company''s CSR
activities have traditionally focused on education, skill development, health, environment and promoting sustainable practices.

The objective of the CSR policy is to:

- Promote a unified approach to CSR to incorporate under one umbrella the diverse range of the Company''s philanthropic
activities, thus enabling maximum impact of the CSR initiatives;

- Ensure an increased commitment at all levels in the organization, to operate in an economically, socially and environmentally
responsible manner while recognizing the interests of all its stakeholders;

- Encourage employees to participate actively in the Company''s CSR and give back to the society in an organized manner through
the employee volunteering programme called Esops.

The Company''s commitment to CSR will be manifested by investing resources in any of the areas stipulated in Schedule VII to the
Companies Act, 2013. The Company gives preference to the local area and area around it where it operates for spending the amounts
earmarked for CSR activities. Of the total budget of Rs, 377.26 lakh for FY 2015-16, the Company had earmarked an amount of Rs,
132.73 lakh towards contribution as corpus by the Company to support the establishment of a Centre of Excellence (CoE) for
Sustainable Habitats by TERI with the objective of improving energy efficiency in India''s residential buildings sector. The
discussion and requisite documentation with TERI, although was at an advanced stage, could not be completed by 31st March, 2016.
As a result, the amount of Rs, 132.73 lakh which was earmarked for aforesaid contribution remained unspent as on 31st March,
2016. The Board has approved that any unspent amount, out of the minimum required CSR expenditure of the FY 2015-16 be carried
forward to the next year provided that the carried forward amount shall be over and above the next year''s CSR allocation
equivalent to at least 2% of the average net Profit of the Company of the immediately preceding three years.

The annual report on the CSR activities in the prescribed format is at Annexure 1 to this Report.

Details of the Company''s approach towards CSR including overview of projects or programmes undertaken / proposed to be undertaken
are covered in the Sustainability Report at page 169 of this Annual Report.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013 and Article 116 read with 118 of the Article of Association of the Company,
Ms. Anita Arjundas (DIN: 00243215) a Executive Non-Independent Director retires by rotation at the 17th Annual General Meeting of
the Company and being eligible has offered herself for re-appointment.

Pursuant to Section 152, 160, 161 and all other applicable provisions of the Companies Act, 2013 and Article 128 of the Articles
of Association of the Company, Dr. Anish Shah (DIN : 02719429), a Non-executive and Non-independent Director who was appointed as
an Additional Director on 28th August, 2015, ceases to hold office as per the provisions of Section 161 of the Companies Act,
2013, at the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160 (1) of the
Companies Act, 2013 from a Member in writing proposing his candidature for the office of Director along with requisite deposit.

Brief resume of Ms. Anita Arjundas and Dr. Anish Shah, nature of their expertise in specific functional areas, names of companies
in which they hold directorships and memberships / chairmanships of Board Committees and shareholding as stipulated under
Regulation 36(3) of SEBI LODR, are provided in the Corporate Governance Report forming part of the Annual Report. None of the
Directors of the Company are inter-se related to each other.

Both the above Directors i.e. Ms. Anita Arjundas and Dr. Anish Shah are not disqualified from being re-appointed as Directors by
virtue of the provisions of Section 164 of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013 and Part D of Schedule II of SEBI LODR, evaluation of every Director''s
performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the
Board as a whole, Committees thereof and Chairman of the Company was carried out by the Independent Directors. Evaluation of
Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. Structured
questionnaires, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and
Committee thereof with regard to skill, experience, independence, diversity; attendance and adequacy of time given by the
Directors to discharge their duties, Corporate Governance practices, etc. were circulated to the Directors for the evaluation
process. The Directors expressed their satisfaction with the evaluation process.


The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of
Independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013 and in Regulation 16(1) (b) of SEBI LODR.

The details of familiarization programme for Independent Directors have been disclosed on website of the Company and is available
at the link: http://www.mahindraLife spaces.com/media/ newsevents_fle/detailsofd-0f2f1bb18e3bb62.pdf

The following policies of the Company are attached herewith and marked as Annexure 2, Annexure 3 and Annexure 4;

1. Policy on appointment of Directors and Senior Management (Annexure 2)

2. Policy, as modified on 10th June, 2016, on Remuneration of Directors (Annexure 3) and

3. Policy, as modified on 10th June, 2016, on Remuneration of Key Managerial Personnel and Employees (Annexure 4)

The Managing Director & CEO draws remuneration only from the Company and does not receive any remuneration or commission from any
of its subsidiary companies holding company.

KEY MANAGERIAL PERSONNEL (KMP)

The Company has following persons as Key Managerial Personnel under the Companies Act, 2013:

Sr. Name of the person Designation

No.

1 Ms. Anita Arjundas Managing Director & CEO

2 Mr. Suhas Kulkarni Company Secretary

3 Mr. Jayantt Manmadkar Chief Financial Officer


During the year under review, there was no change in the KMP of the Company.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, eight Board Meetings were
convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013, Secretarial Standards - 1 (SS-1) issued by ICSI and SEBI LODR.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received from the operating
management and after due enquiry, confirm that:

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st
March, 2016 and of the Profit of the Company for that period;

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

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively; and

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee of
the Board reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of
internal audit function and significant internal audit findings.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company as on 31st March, 2016 comprised of three independent Directors, namely Mr. Sanjiv Kapoor, Mr.
Shailesh Haribhakti, Dr. Prakash Hebalkar and one Non-Executive Non-Independent Director, Dr. Anish Shah. Mr. Sanjiv Kapoor is
the Chairman of the Committee.

During the year, Mr. Anil Harish, Non-executive Independent Director resigned from the Board of the Company and consequently
ceased to be a member of the Audit Committee effective 16th June, 2015. Mr. Uday Phadke, Non-executive Non-Independent Director
retired by rotation at the 16th Annual General Meeting and consequently ceased to be a member of the Audit Committee effective
31st July, 2015. The Board at its Meeting held on 28th August, 2015 appointed Dr. Prakash Hebalkar Non-executive Independent
Director and Dr. Anish Shah Non-executive Non-Independent Director, as members of the Audit Committee.

All members of the Audit Committee possess strong knowledge of accounting and financial management. The Chairman of the Company,
the Managing Director & Chief Executive Officer, Chief Financial Officer, the Internal Auditors and Statutory Auditors are
regularly invited to attend the Audit Committee Meetings. The Company Secretary is the Secretary to the Committee. The Internal
Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be
required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the
Audit Committee from time to time.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

In terms of provisions of Regulation 22 read with Regulation 4(2)(d)(iv) of SEBI LODR and sub-section 9 of section 177 of
Companies Act, 2013, the Company has modified its Whistle Blower Policy w.e.f. 28th January, 2016. The Policy is for
stakeholders including directors and employees of the Company and their representative bodies to freely communicate their
concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the
Company''s Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against
victimisation of employees and Directors. It provides a mechanism for stakeholders to approach the Chairman of Audit Committee or
Chairman of the Company or the Corporate Governance Cell consisting of Head - Legal & Secretarial, Chief Financial Officer and
Chief Ethics Officer (Head-Human Resources). During the year, no such incidence was reported and no personnel were denied access
to the Chairman of the Audit Committee or to the Chairman of the Company or to the Corporate Governance Cell. The modified
Whistle Blower Policy of the Company is available at web link: http://www.mahindraLife spaces.com/media/ news events_
file/whistleblo-9e83538439d221f.pdf

RISK MANAGEMENT

The Company already has in place the process to inform the Board about the risk assessment and minimization procedures. The
Company has an appropriate risk management system in place for identification and assessment of risks, measures to mitigate them,
and mechanisms for their proper and timely monitoring and reporting. Presently, Regulation 21 of the SEBI LODR w.r.t. Risk
Management Committee is not applicable to your Company. However, the Company has constituted a "Risk Management Committee"
consisting of Mr. Shailesh Haribhakti, Non-Executive Independent Director and Ms. Anita Arjundas, MD & CEO of the Company and the
Chief Financial Officer, for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to
time. The Board reviews implementation and monitoring of the risk management plan for the Company including identification
therein of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

AUDITORS

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai (Registration Number- 105102W), retire as Auditors at the 17th Annual
General Meeting. As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received a
written consent and certificate from M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, proposed to be re-appointed as
Auditors for one year i.e. from the conclusion of the ensuing Annual General Meeting up to the conclusion of the 18th Annual
General Meeting of the Company, to the effect that their re-appointment, if made, would be in conformity with the limits
specified in the said Section and that they are not disqualified to be appointed as Auditors of the Company. The Board has
recommended to the shareholders for approval re- appointment of M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, as the
Statutory Auditors to hold office from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting
and to fix their remuneration.

The notes of the financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further
comments. The Auditor''s Report does not contain any qualification, reservation, disclaimer or adverse remark.

COST AUDITOR

The Board of Directors, on recommendation of the Audit Committee and subject to approval of the members on the remuneration to be
paid to the Cost Auditor, has appointed CMA Vaibhav Prabhakar Joshi, Practicing Cost Accountant, Mumbai, as Cost Auditor of the
Company, for the Financial Year 2015-16, for conducting the audit of the cost records maintained by the Company for the various
products as mandated by the Central Government, pursuant to its order dated 30th June, 2014 and any amendments thereof.

SECRETARIAL AUDITOR

The Board has appointed M/s. Martinho Ferrao & Associates, practicing Company Secretaries, to conduct the secretarial audit of
the Company for the financial year(s) commencing on and from 1st April, 2014. The Secretarial Audit report for the financial year
ended on 31st March, 2016 is annexed herewith and marked as Annexure 5 to this Report. The Secretarial Audit Report does not
contain any qualification, reservation, disclaimer or adverse remark.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

As the Company is engaged in the business of providing Infrastructural facilities, the provisions of Section 186 of the Companies
Act, 2013 related to loans made, guarantees given or securities provided are not applicable to the Company. However, the details
of the same are provided in the standalone financial statement at Note no.13 and 19 Particulars of investment made under Section
186 of the Companies Act, 2013 are provided in the standalone financial statement at its Note no. 12.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions. In view of the above, the requirement of giving particulars of contracts /
arrangements / transactions made with related parties, in Form AOC-2 are not applicable for the year under review.

The Policy on materiality of related party transactions and also on dealing with related party transactions as approved by the
Board may be accessed on the Company''s website at the link:http://www.mahindraLife spaces.com/media/news events _file/
policyonma-20883dd2bb48c0f.pdf

The Directors draw attention of the members to Note 39 to the standalone financial statement which sets out related party
disclosures.

DEPOSITS, LOANS AND ADVANCES

The Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and
advances, which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) and 53 (f) read
with Schedule V of the SEBI LODR with the Company, are furnished separately at Annexure 6.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per
Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the
Annexure 7 to this report.


PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company had 15 employees who were in receipt of remuneration of not less than Rs, 60,00,000 during the year ended 31st March,
2016 or not less than Rs, 5,00,000 per month during any part of the year. Disclosures with respect to the remuneration of
Directors, KMPs and employees as required under section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 8 to this Report.

Details of employee remuneration as required under provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) &
5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of
the Company 21 days before the Annual General Meeting, during the working hours and shall be made available to any Shareholder on
request. Such details are also available on the Company''s website at: http://www.mahindraLife spaces.com/
investors/disclosures-sebi. None of the employees listed in the aforesaid details is a relative of any Director of the Company.
None of the employees of the Company, employed throughout the financial year or part thereof, was in receipt of remuneration in
the year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the
Managing Director and holds by himself / herself or along with his/her spouse and dependent children, 2 % or more of the equity
shares of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act,
2013 is included in this Report as Annexure 9 and forms part of this Report.

REGISTRAR AND SHARE TRANSFER AGENT

The Securities Exchange Board of India (SEBI) had vide its Ex- Parte Ad Interim Order No. WTM/RKA/MIRSD2/41/2016 dated 22nd
March, 2016 (SEBI Order) directed clients of Sharepro Services (India) Private Limited (Sharepro) to audit the records and
systems of Sharepro with respect to dividend paid and transfer of securities to determine whether dividends have been paid to
actual / beneficial holders and whether securities have been transferred as per provisions of law during last least 10 years.
SEBI had also advised all the companies who are / were clients of Sharepro to carry out / switchover their activities related to
a registrar to an issue and share transfer agent, either in-house or through another registrar to an issue and share transfer
agent registered with SEBI.

Pursuant to the above order and pursuant to Regulation 30 of SEBI LODR, the Company on 10th June, 2016 has:

1. The Company has appointed Ernst & Young LLP to conduct audit as required in the SEBI order;

2. Issued a notice to Sharepro Services (India) Private Limited (Sharepro), Registrar & Share Transfer Agent (R&T Agent) of the
Company, to terminate the Memorandum of Understanding, effective from close of business hours on 17th June, 2016;

3. Decided to appoint Karvy Computershare Private Limited (Karvy) having its Corporate office at Karvy Selenium, Tower- B, Plot
No 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500032 and Investor Relation Centre at 24 B, Rajabahadur
Mansion, Ground Floor, Ambalal Doshi Marg, Fort, Mumbai - 400 023, as the new Registrar and Share Transfer Agent of the Company
in place of Sharepro with effect from 18th June, 2016.

Sharepro will however continue to provide its support till such time the database is transferred to Karvy and the electronic
connectivity is established between Karvy and the Depositories. The Company is in process of making necessary arrangements in
order to ensure smooth transition from Sharepro to Karvy.

GENERAL

No fraud has been reported during the audit conducted by the Statutory Auditors, Internal Auditors, Secretarial Auditors and Cost
Auditors of the Company.

During the year under review, no revision was made in the previous financial statement of the Company.

During the year ended on 31st March, 2016, there were no cases fled / reported pursuant to the Sexual Harassment of women at
workplace (Prevention, Prohibition and Redressal) Act, 2013.

No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related
to capital market since the listing of the Company''s equity shares. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.

CAUTIONARY STATEMENT:

Certain statements in the Directors'' Report describing the Company''s objectives, projections, estimates, expectations or
predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results
could differ from those expressed or implied. Important factors that could make a difference to the Company''s operations include
labour and material availability, and prices, cyclical demand and pricing in the Company''s principal markets, changes in
government regulations, tax regimes, economic development within India and other incidental factors.

ACKNOWLEDGMENT

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners and
associates of the Company for the support received from them during the year. The Directors would also like to place on record
their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board


Anita Arjundas Shailesh Haribhakti

Managing Director & CEO Non-Executive

Independent Director

DIN: 00243215 DIN: 00007347

Mumbai, 10th June, 2016 Mumbai, 10th June, 2016


Mar 31, 2015

To the Members

The Directors present their sixteenth report together with the Audited Financial Statement of your Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS (STAND-ALONE)

2015 2014

Income from Operations 62,401 30,707

OtherIncome 13,602 11,426

TotalIncome 76,003 42,133

Profit Before Depreciation, Interest andTaxation 36,227 14,306

Less :Depreciation 274 232

Profit Before Interest and Taxation 35,953 14,074

Less : Finance Cost 2,182 3,935

Profit Before Taxation 33,771 10,139

Less : Provision for Taxation

CurrentTax 10,134 2,467

Deferred Tax (including MAT Credit) 307 (101)

Profit After Tax

Add : Balance of Profit for earlier years 36,519 35,527

Amount available for appropriation 59,849 43,300

Proposed Dividend on Equity Shares (including tax on distributed profits) 2,972 2,867

Interim Dividend on Equity Shares (including tax on distributed profits) 2,503 -

Depreciation adjustment (Net of Deferred 6 - Tax Adj)

Less : Transfer to General Reserve 2,333 777

Less: Transfer to Debenture Redemption Reserve 3,135 3,136

Balance carried forward 48,900 36,520

DIVIDEND

During the financial year 2014-15, your Directors had declared and paid a Special Dividend by way of an Interim Dividend of Rs. 6/- (Six) per equity share of the Company i.e. 60 (Sixty) per cent of the face value of Rs.10 (Ten) for each equity share.

In addition to the Special Dividend by way of an Interim Dividend, your Directors have recommended a Final Dividend of Rs. 6 (Six) per equity share of the Company, i.e. 60 (Sixty) per cent of the face value of Rs.10 (Ten) for each equity share, for the year 2014-15.

The equity dividend i.e. Special Dividend by way of an Interim Dividend and Final Dividend (including tax on distributed profits) aggregates Rs.5,466 lakhs (previous year Rs. 2,867 lakhs - only final dividend). The final Dividend shall be paid out of the profits for the current year.

RESERVES

Out of the profits available for appropriation, an amount of Rs. 2,333 lakhs and Rs. 3,135 lakhs has been transferred to the General Reserve and the Debenture Redemption Reserve respectively and the balance has been carried forward to the Profit & Loss Account.

OPERATIONS / STATE OF THE COMPANY''S AFFAIRS

Even as the economic environment in India continued to be challenging, the situation improved somewhat as the year progressed, especially in the second half of 2014-15. According to the advance estimates released by the Central Statistical Organisation (CSO), India''s GDP growth is expected to be 75 per cent in 2014-15, around 1 percentage point higher than the previous year. As far as the real estate industry is concerned, the overall performance was subdued — housing prices, rents and offtake of housing loans continued to be sluggish.

In this environment, the Company performed well — focusing on improving efficiencies and developing new markets, expanding its presence in newer segments in residential business and implementing plans to augment the product offering in the integrated development space. Both operational segments of your Company — residential and integrated developments — showed progress during the year. There were no changes in the nature of business during the year under review.

In the residential business, the Company made a successful foray in the affordable housing segment with two pilot projects in Chennai and Mumbai Metropolitan Region under the name

''Happinest''. The Company also launched two new projects in the luxury and holiday home segments. In addition, fresh inventory in 3 of its existing projects was also launched during the year. During 2014-15, the Company sold over 1,400 residential units across its ongoing and newly launched projects, including projects of its subsidiary companies in the residential space. The Company had entered into mutually agreed consent terms with a land-owner in respect to one of its project, where there was a dispute with the land owner and in accordance with the consent terms, the Company during the year has completed the sale of land in relation thereto.

In the large format developments, Mahindra World City, Jaipur, saw a significantly improved performance compared to the previous year, with better demand and appreciation in prices. Mahindra World City, Chennai, also signed industrial land leases in the Domestic Tariff Area, even as most of the development there is currently in residential and social infrastructure.

These enabled the Company to register a creditable performance in a challenging macroeconomic environment.

The consolidated total income of your Company increased from Rs. 75,620 lakhs in 2013-14 to Rs. 1,14,757 lakhs in 2014-15. The consolidated Profit before tax (PBT) stood at Rs. 42,102 lakhs in 2014-15 as compared to Rs. 16,094 lakhs in 2013-14, whereas the consolidated profit after tax (PAT) after minority interest was Rs. 26,620 lakhs as compared to Rs. 10,063 lakhs during 2013-14.

Total income of your Company as a standalone entity was Rs. 76,004 lakhs as compared to Rs. 42,133 lakhs in 2013-14. PBT was Rs. 33,771 lakhs as compared to Rs. 10,139 lakhs in 2013-14, whereas PAT was Rs. 23,330 lakhs as compared to Rs. 7,773 lakhs in 2013-14. Total income includes a dividend income of Rs. 727 lakhs received from its subsidiary Mahindra World City Developers Limited, Rs. 740 lakhs received from its subsidiary Mahindra World City (Jaipur) Limited and Rs. 740 lakhs received from its subsidiary Mahindra Integrated Township Limited, during the year as compared to Rs. 953 lakhs and Rs. 518 lakhs from Mahindra World City Developers Limited and Mahindra World City (Jaipur) Limited respectively in 2013 -14.

No material changes and commitments have occurred after the close of the year till the close of this Report, which affect the financial position of the Company.

AWARDS AND RECOGNITION

Your Company and its subsidiaries received several awards and recognitions during 2014-15. Some of the prestigious awards are:

- Mahindra Lifespaces received the Golden Peacock Environment Management Award, 2014 under Special Commendation category;

- Mahindra Lifespaces was selected as one of India''s Top Inno-Visionary Builders at the Construction World Architect and Builder (CWAB) Awards, 2014;

- Mahindra Lifespaces was selected as one of the 20 winners of the prestigious "Silver EDGE'' award from Information Week;

- Mahindra Lifespaces was recognised as the "Regional Sector Leader" in the 2014 Global Real Estate Sustainability Benchmarking (GRESB) Survey for Asia/Diversified/Small Cap companies;

- Mahindra Lifespaces received the Commendation Certificate for Significant Achievement at the CII ITC Sustainability Awards 2014;

- Mahindra Lifespaces received "Order of Merit" at the Skoch Renaissance Awards, 2014 for Sustainability Leadership;

- Mahindra World City, Jaipur, received "Order of Merit" at the Skoch Renaissance Awards, 2014 for its contribution in the field of CSR;

-Splendour by Mahindra Lifespaces won the Premium Apartment Project of the Year - West at the NDTV Property Awards, 2014.

SHARE CAPITAL

During the year, the Company allotted 163,850 equity shares of Rs. 10 each to the eligible grantees pursuant to exercise of Stock options granted under Employee Stock Option Scheme

- 2006 (ESOS - 2006) and Employee Stock Option Scheme - 2012 (ESOS - 2012). Accordingly, issued equity share capital has increased from Rs. 40,88,92,010 to Rs. 41,05,30,510 and the subscribed and paid up equity share capital of the Company has increased from Rs. 40,84,83,500 to Rs. 41,01,22,000.

The allotment of 40,851 equity shares of the Company has been kept in abeyance in accordance with Section 206A of the Companies Act, 1956, till such time the title of the bonafide owner of the shares is certified by the concerned Stock Exchange or The Special Court (Trial of offenses relating to transactions in Securities).

During the year, Company has not issued any equity shares with differential rights or any sweat equity shares.

ISSUE & ALLOTMENT OF NON- CONVERTIBLE DEBENTURES

On 4th April, 2013, the Company had issued and allotted 5,000

- Secured Listed Rated Redeemable 10.78 per cent YTM, Non- Convertible Debentures (NCDs) with a face value of Rs. 10,00,000 (Rupees Ten lakhs only) each for cash at par, aggregating Rs. 500 (Five hundred) crores vide Series I, Series II, and Series III on Private Placement basis. The proceeds of the NCDs issue have been fully utilised for the purposes of the issue.

EMPLOYEE STOCK OPTIONS SCHEME

As of 31st March, 2015 in accordance with the Employee Stock Option Scheme - 2006 (ESOS - 2006), 1,72,750 Stock Options were exercised under ESOS - 2006.

In accordance with the Employee Stock Option Scheme - 2012 (ESOS-2012), the Nomination and Remuneration Committee had on 17th October, 2014, approved grant of 27,000 Stock Options to the eligible employees, at an exercise price of Rs. 10 each which is equal to the face value of the equity share of the Company. On 30th April, 2015, the Committee approved grant of 3,000 Stock Options to the eligible employees under ESOS-2012. As of 31st March, 2015, a total of 25,800 Stock Options were exercised under ESOS - 2012.

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are provided as Annexure 1 to this Report.

The Shares arising out of exercise of Employee Stock Options are directly allotted to the eligible employees and therefore the requirement of disclosure in respect of voting rights not exercised directly by the employees does not apply to your Company.

The Existing Schemes Employee Stock Option Scheme - 2006 (ESOS 2006) and Employee Stock Option Scheme - 2012 (ESOS-2012) shall be implemented in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the "Regulations") and other applicable Regulations, Circulars in force from time to time.

HOLDING COMPANY

The promoters of the Company i.e. Mahindra & Mahindra Limited (M&M) holds 2,08,46,126 equity shares which represents 50.83 per cent of the paid-up equity capital of the Company. Your Company continues to be a Subsidiary Company of M&M.

Subsidiaries, Joint Ventures and Associate companies

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as Annexure A to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

Subsidiary Companies

The policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www. mahindralifespaces.com/pdf/policy%20for%20determining%20 material%20subsidiaries.pdf

During the year under review, Mahindra Industrial Park Chennai Limited became a wholly owned subsidiary of Mahindra World City Developers Limited and hence also became a 89% subsidiary of the Company. This company shall be developing an Industrial Park in North Chennai, Tamil Nadu spanning an area of approximately 300 acres. This company is exploring the possibility of tie-up with a strategic investor in this space.

Mahindra World City (MWC), Chennai, is implemented by Mahindra World City Developers Limited (MWCDL), currently an 89:11 joint venture between Mahindra Lifespaces and the Tamil Nadu Industrial Development Corporation Limited (TIDCO). It is the first township in India to receive Green Township Certification (Stage I Gold Certification) from IGBC.

Mahindra World City, Chennai was launched in September, 2002 and currently has three sector specific Special Economic Zones (SEZs) — IT (services and manufacturing), Apparel and Fashion Accessories, and Auto Ancillaries, and a Domestic Tariff Area (DTA) for businesses catering to the Indian market. Integrated to the business zone is a Residential and Social Infrastructure zone.

At the end of 2014-15, the project had a total area of 1,524 acres.

With greater stabilisation in the business zone, the focus is now in developing the residential and social infrastructure. Mahindra World City, Chennai has allocated 289 acres for the development of residential and social infrastructure.

Mahindra World City, Jaipur is being implemented by Mahindra World City (Jaipur) Limited (MWCJL), a 74:26 joint venture between Mahindra Lifespaces and Rajasthan State Industrial Development & Investment Corporation Limited (RIICO), a Government of Rajasthan enterprise. Mahindra World City, Jaipur is proposed to be developed as a Multi Product Special Economic Zone and a Domestic Tariff Area across 3,000 acres, of which 2,949 acres have already been acquired. Currently, the project has five zones, IT/ITES SEZ, Handicrafts SEZ, Engineering & Related Industries SEZ, Gems & Jewellery SEZ and a Domestic Tariff Area. Going forward, the near term focus will continue to be on sale of industrial land in the project.

Mahindra Integrated Township Limited (MITL) is engaged as a co- developer in developing the residential township area at Mahindra World City, New Chennai. Its current developments include ''Iris Court'' and ''Nova''. MITL has a balance of approximately 140 acres to be developed in phases for offering products in different formats and segments. MITL is 73.94 per cent owned by your Company and 26 per cent by MWCDL. The details of the current developments have been given in the Management Discussion and Analysis Report.

Mahindra Residential Developers Limited (MRDL), is a wholly owned subsidiary of Mahindra Integrated Township Limited (MITL). MRDL, a Co-developer in developing residential township area in MWC is developing a gated residential community in approximately 55 acres within Mahindra World City, New Chennai under the name ''Aqualily. The details of the current development have been given in the Management Discussion and Analysis Report.

Mahindra Bebanco Developers Limited (MBDL) is a 70:30 joint venture between your Company and B.E. Billimoria & Co. Limited, one of the leading construction companies in India. This company is developing a residential complex across approximately 25 acres at Multi-modal International Hub Airport at Nagpur (MIHAN). This

project called ''Bloomdale'' will have a total saleable area of 1.53 million square feet. The details of the current development have been given in the Management Discussion and Analysis Report.

Mahindra Infrastructure Developers Limited (MIDL), a wholly owned subsidiary of your Company is an equity participant in the project company namely, New Tirupur Area Development Corporation Limited (NTADCL) implementing the Tirupur Water Supply and Sewerage project. During the period 2003 to 2009, the company was engaged in operating a solid waste treatment plant at Tirupati. For more details about the investment of the Company into MIDL, please refer note no. 12(a) to the standalone Financial Statement.

Mahindra World City (Maharashtra) Limited (MWCML), a wholly owned subsidiary of your Company was set up to undertake development of a multi-product SEZ at Karla, near Pune in collaboration with Maharashtra Industrial Development Corporation (MIDC). In the year 2010-11, MIDC regretted its inability to acquire the land required for setting up the project. The Company is looking out for an appropriate business opportunity to take up projects in real estate development.

Knowledge Township Limited (KTL), a wholly owned subsidiary of your Company will be developing an industrial park in Maharashtra. The company is in the process of procuring its targeted land acquisition.

Industrial Township (Maharashtra) Limited (ITML), a wholly owned subsidiary of your Company is exploring the possibility of taking up real estate development.

Raigad Industrial & Business Park Limited (RIBPL), a wholly owned subsidiary of your Company is exploring the possibility of taking up real estate development.

Anthurium Developers Limited (ADL) a wholly owned subsidiary of your Company is exploring the possibility of taking up real estate development projects.

Industrial Cluster Private Limited (ICPL) (formerly known as Mahindra Housing Private Limited) a wholly owned subsidiary of your Company is exploring the possibility of taking up development of industrial park in Gujarat.

JOINT VENTURE COMPANIES

Mahindra Homes Private Limited (MHPL) (earlier known as Watsonia Developers Private Limited and prior to that Watsonia Developers Limited), a 50:50 joint venture between your company and SCM Real Estate (Singapore) Private Limited, is developing in collaboration with a developer and land owning companies, a group housing project at NCR on approximately 6.79 acres and a residential project at Bangalore on approximately 5.85 acres. The company is exploring the possibility of undertaking additional projects in residential development segment in India.

Mahindra Water Utilities Limited (MWUL) a 50 per cent joint venture company is engaged in the business of operation and management of water and sewerage facilities at Tirupur, India.

Mahindra Inframan Water Utilities Private Limited (MIWUPL) a 50 per cent joint venture company is engaged in the business of operation and management of water and sewerage facilities at Navi Mumbai, India.

ASSOCIATE COMPANIES

Topical Developers Private Limited and Kismat Developers Private Limited, the associate companies of your Company are looking out for appropriate business opportunities in the space of real estate development.

During the year, except Mahindra Industrial Park Chennai Limited which became a subsidiary of the Company, no other company has became/ceased to be a Subsidiary/ Associate/ Joint Venture company of the Company.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21 on consolidated financial statement read with AS 23 on accounting for investments in Associates and AS 27 on financial reporting of interest in joint ventures issued by the Institute of Chartered Accountants of India forms part of this Annual Report.

The financial statements of Subsidiaries, Associates and Joint Venture companies are not attached alongwith the financial statement of the Company. Separate audited financial statement of each of the subsidiaries is placed on the website of the Company and the same is available at the weblink: http://www. mahindralifespaces.com/reports/annual-reports.aspx?yid=10 The Company Secretary will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms a part of this Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

SUSTAINABLE DEVELOPMENT

Your Company has been at the forefront of the real estate industry in India to achieve the mission of ''Transforming urban landscapes by creating sustainable communities''. The Company has done this by putting sustainability as a core agenda for the Company. The details of Company''s approach to sustainability are covered in the Sustainability Report at pages 161 to 168 of this Report.

The Business Responsibility Reporting (BRR) as part of the Annual Report as required by Clause 55 of the Listing Agreement

with the Stock Exchanges and pursuant to the Securities and Exchange Board of India''s circular (CIR/CFD/DIL/8/2012 dated August 13, 2012) are not applicable to your Company for the financial year ended on 31st March, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s guiding principle for CSR is to build its relationship with stakeholders and the community at large, and contribute to their long term social good and welfare. Your Company has been investing one per cent of its profit after tax every year from 2005-06 in CSR activities even when there were no statutory requirements in this regard. The Company, in every financial year commencing from 1st April, 2014, in line with the Companies Act, 2013, pledges to spend, two per cent of the average net profits made during the three immediately preceding financial years specifically towards CSR initiatives.

The Company has constituted Corporate Social Responsibility Committee comprising of Mr. Arun Nanda - Non Executive, Non-Independent Director, Mr. Anil Harish - Non Executive Independent Director and. Ms. Anita Arjundas - Managing Director & CEO. Mr. Anil Harish resigned from the Board of Directors of the Company w.e.f. 16th June, 2015 and consequently ceased to be member of the Corporate Social Responsibility Committee effective 16th June, 2015. The Board at its meeting held on 19th June, 2015 has nominated Mr. Shailesh Haribhakti, a Non-executive Independent Director on the Corporate Social Responsibility Committee. The Role of the Committee is to formulate and recommend a CSR policy to the Board, to recommend amount of expenditure to be incurred on CSR activities, to monitor the CSR policy of the Company from time to time and to institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.

The Company''s CSR Policy lays out the vision, objectives and implementation mechanisms. The Company''s CSR policy is available on the Company''s web link at http://www. mahindralifespaces.com/pdf/mldl%20csr%20policy-final-cln.pdf The Company''s CSR activities have traditionally focussed on education, skill development, health, environment and promoting sustainable practices.

The objective of CSR policy is to:

- Promote a unified approach to CSR to incorporate under one umbrella the diverse range of the Company''s philanthropic activities, thus enabling maximum impact of the CSR initiatives;

- Ensure an increased commitment at all levels in the organisation, to operate in an economically, socially and environmentally responsible manner while recognising the interests of all its stakeholders;

- Encourage employees to participate actively in the Company''s CSR and give back to the society in an organised manner through the employee volunteering programme called ESOPs.

The Company has spent Rs. 264 lakhs as against the required CSR expenditure of Rs. 262 lakhs calculated in the manner prescribed in the Companies Act, 2013. The annual report on the CSR activities in the prescribed format is at Annexure 2 to this Report;

The Company''s commitment to CSR will be manifested by investing resources in any of the following areas:

- Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

- Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

- Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

- Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and water;

- Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

- Measures for the benefits of armed veterans, war widows and their dependents;

- Training to promote rural sports, nationally recognised sports, Paralympics sports and Olympic sports;

- Contribution to the Prime Minister''s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Schedule Castes, the Scheduled Tribes, other backward classes, minorities and women;

- Contribution or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

- Rural development projects

The Company shall give preference to the local area and area around it where it operates for spending the amounts earmarked for CSR activities.

Details of the Company''s approach towards CSR including overview of projects or programmes undertaken / proposed to be undertaken are covered in the Sustainability Report at pages 161 to 168 of this Annual Report.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Mr. Uday Phadke (DIN: 00030191) a Non-executive and Non-independent Director retires by rotation at the 16th Annual General Meeting of the Company and is eligible for re-appointment. However, Mr. Uday Phadke has expressed his desire not to seek re- appointment. It is recommended that the vacancy, so created on the Board of Directors of the Company, be not filled.

The Board places on record its deep appreciation of the valuable services rendered by Mr. Phadke during his tenure as a Director of the Company. Mr. Phadke, who is stepping down from the Board of the Company after a tenure of 14 years, brought to the Board an ebullient spirit and a flair for reasoned risk taking, combined with a strict adherence to values and ethics. This rare combination of qualities has added a valuable perspective and dimension to the deliberations and decision making authority of the Board.

Mr. Anil Harish (DIN: 00001685), a Non-executive Independent Director resigned from the Board of the Company w.e.f. 16th June, 2015 for personal reasons. The Board places on record its deep appreciation for the valuable services rendered by Mr. Anil Harish during his tenure as a Director of the Company.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Arun Nanda (DIN : 00010029) a Non-executive and Non-independent Director retires by rotation at the 16th Annual General Meeting of the Company and being eligible has offered himself for re- appointment.

Mr. Shailesh Haribhakti (DIN: 00007347) was appointed as an Independent Director for a term from the date of the 15th Annual General Meeting till the conclusion of the 16th Annual General Meeting of the Company. His first term of appointment shall come to an end on the date of the 16th Annual General Meeting. Mr. Haribhakti is eligible for appointment for the second term as an Independent Director not liable to retire by rotation. He has also given a declaration under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Pursuant to Section 149 and Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, it is proposed that Mr. Shailesh Haribhakti existing Independent Director who meets the criteria of independence, be appointed as an Independent Director of the Company, not liable to retire by rotation, for the second term to hold office for a term of 5 (five) consecutive years from commencing from 31st July, 2015. The Directors have recommended passing of Special Resolution in this regard.

Mr. Sanjiv Kapoor (DIN: 00004005) and Dr. Prakash Hebalkar (DIN: 00370499) were appointed as Independent Directors for a term from the date of the 15th Annual General Meeting till the conclusion of the 16th Annual General Meeting of the Company. Their first term of appointment shall come to an end on the date of the 16th Annual General Meeting. Both Mr. Kapoor and Dr. Hebalkar are eligible for appointment for the second term as Independent Directors not liable to retire by rotation. They have also given a declaration under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.

Pursuant to Section 149 and Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, it is proposed that Mr.Sanjiv Kapoor and Dr. Prakash Hebalkar existing Independent Directors who meet the criteria of Independence, be appointed as Independent Directors of the Company, not liable to retire by rotation, for the second term to hold office for a term of 2 (two) consecutive years commencing from 31st July, 2015. The Directors have recommended passing of Special Resolutions in this regard.

All the above Directors i.e. Mr. Arun Nanda, Mr. Shailesh Haribhakti, Mr. Sanjiv Kapoor and Dr. Prakash Hebalkar are not disqualified from being re-appointed as Directors by virtue of the provisions of Section 164 of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, evaluation of every Director''s performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairperson of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The details of familiarisation programme for Independent Directors have been disclosed on website of the Company and is available at the link: http://www.mahindralifespaces. com/pdf/mldl%20_familiarisation%20programme%20for%20 independent%20directors.pdf

The following policies of the Company are attached herewith and marked as Annexure 3, Annexure 4A and Annexure 4B.

1. Policy on appointment of Directors and Senior Management (Annexure3);

2. Policy on Remuneration of Directors (Annexure 4A); and

3. Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 4B).

The Managing Director & CEO draws remuneration only from the Company and does not receive any remuneration or commission from any of its subsidiary companies / holding company.

KEY MANAGERIAL PERSONNEL

During the year under review, the Company has appointed following persons as Key Managerial Personnel under the Companies Act, 2013:

Sr.Name of the person Designation no.

1. Ms. Anita Arjundas Managing Director & CEO

2. Mr. Suhas Kulkarni Company Secretary

3. Mr. Jayantt Manmadkar Chief Financial Officer

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year seven Board Meetings were convened and held the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

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

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2015 and of the profit of the Company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company as on 31st March, 2015 comprised of three independent Directors, namely Mr. Sanjiv Kapoor, Mr. Shailesh Haribhakti, Mr. Anil Harish and one Non- Executive Non-Independent Director, Mr. Uday Y Phadke. Mr. Sanjiv Kapoor is the Chairman of the Committee. Mr. Anil Harish has resigned from the Board of the Company effective 16th June, 2015 and consequently ceases to be a member of the Audit Committee effective 16th June, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management. The Chairman, the Managing Director & Chief Executive Officer, Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Audit Committee. The significant audit observations and corrective action taken by the management are presented to the Audit Committee. The Board has accepted all recommendations of the Audit Committee made from time to time.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Company''s policies and procedures and any other questionable accounting/operational process followed. It provides a mechanism for employees to approach the Chairman of Audit Committee or Chairman of the Company or the Corporate Governance Cell. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee or Chairman of the Company or the Corporate Governance Cell. The Whistle Blower Policy of the Company is available at web link : http:// www.mahindralifespaces.com/pdf/mldl-whistleblowerpolicy.pdf

RISK MANAGEMENT

The Company already has in place the procedure to inform the Board about the risk assessment and minimization procedures. Your Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Your Company has constituted a "Risk Management Committee" consisting of two Directors and the Chief Financial Officer, for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. The Board periodically reviews implementation and monitoring of the risk management plan for the Company including identification therein of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

AUDITORS

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, retire as Auditors at the 16th Annual General Meeting. As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received a written consent and certificate from M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, proposed to be re-appointed as Auditors for one year i.e. upto conclusion of the 17th Annual General Meeting of the Company, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section and that they are not disqualified to be appointed as Auditors of the Company. The Board has recommended to the shareholders re-appointment of M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, as the Auditors to hold office from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The notes of the financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. A. B. Nawal & Associates, Cost Accountants, Pune, as Cost Auditors of the Company, for the Financial Year 2014-15, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government, pursuant to its order dated 30th June, 2014 and any amendments thereof, subject to the approval of the Members on the remuneration to be paid to the Cost Auditor.

Secretarial Auditor

The Board has appointed M/s. Martinho Ferrao & Associates, Practising Company Secretaries to conduct the secretarial audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure 5 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

As your Company is engaged in the business of providing Infrastructural facilities, the provisions of Section 186 of the Companies Act, 2013 related to loans made, guarantees given or securities provided are not applicable to the Company. However, the details of the same are provided in the standalone financial statement at Note no.13 and 19.

Particulars of investment made under Section 186 of the Companies Act, 2013 are provided in the standalone financial statement at Note no. 12.

Contracts and Arrangements with Related Parties

The Company in its ordinary course of business extends financial assistance to its subsidiary companies, including wholly owned subsidiary companies for their principle business activities. To support the wholly owned subsidiary companies (whose accounts are consolidated with the Company and placed before the shareholders at the general meeting for approval) during their long gestation period of projects, at the request of such wholly owned subsidiary companies, the Company provides loans without charging any interest. Such contracts and arrangements with wholly owned subsidiary companies do not fall into any category of contracts or arrangements envisaged under Section 188 of the Companies Act, 2013 and are considered in accordance with the practice followed by the Company as ''on arm''s length basis''.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

In view of the above, the requirement of giving particulars of contracts / arrangements made with related parties, in Form AOC-2 are not applicable for the year under review.

The Policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.mahindralifespaces.com/pdf/policy%20on%20

materiality%20of%20and%20dealing%20with%20related%20 party%20transactions-website.pdf

Your Directors draw attention of the members to Note 39 to the standalone financial statement which sets out related party disclosures.

Deposits, Loans and Advances

Your Company has not accepted any deposit from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately at Annexure 6.

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

The particulars relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the Annexure 7 to this report.

Employee Remuneration

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure 8 A. None of the employees listed in the said statement is a relative of any Director of the Company. None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than 2% of the Equity shares of the Company.

The ratio of remuneration of each Director to the median employees'' remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure 8 B.

Extract of Annual Return

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure 9 and forms part of this Report.

General

During the year under review, no revision was made in the financial statement of the Company.

During the year ended 31st March, 2015 , there were no cases filed / reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No penalties / strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter

related to capital market since the listing of the Company''s equity shares. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.

CAUTIONARY STATEMENT

Certain statements in the Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company''s operations include labour and material availability, and prices, cyclical demand and pricing in the Company''s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

ACKNOWLEDGMENT

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board,

Anita Arjundas Shailesh Haribhakti Managing Director & CEO Director DIN:00243215 DIN:00007347 Mumbai, 19th June, 2015 Mumbai, 19th June, 2015


Mar 31, 2014

To the Members

The Directors present their Fifteenth report together with the audited accounts of your Company for the year ended 31st March, 2014.

Financial Highlights (Stand-alone) (Rs. lakh)

2014 2013

Operating Income 30,707 35,152

Other Income 11,426 7,073

Total Income 42,133 42,225

Profit Before Depreciation, Interest and Taxation 14,306 14,383

Less : Depreciation 232 177

Profit Before Interest and Taxation 14,074 14,206

Less : Interest & Finance charges 3,935 618

Profit Before Taxation 10,139 13,588

Less : Provision for Taxation

Current Tax 2,467 3,965

Deferred Tax (including MAT Credit) (101) (126)

Profit After Tax 7,773 9,749

Add : Balance of Profit for earlier years 35,527 29,620

Amount available for appropriation 43,300 39,369

Proposed Dividend on Equity Shares (including tax on distributed Profits) 2,867 2,867

Less : Transfer to General Reserve 777 975

Less: Transfer to Debenture Redemption Reserve 3,136 -

Balance carried forward 36,520 35,527

Dividend

Your Directors have recommended a dividend of Rs. 6 per equity share of the Company, i.e. 60 per cent of the face value of Rs. 10 for each share, for the year 2013-14.

The equity dividend (including tax on distributed Profits) amounts to Rs. 2,867 lakhs (previous year Rs. 2,867 lakhs), and shall be paid out of Profits for the current year.

Operations

Economic performance in India continued to be subdued during 2013 -14. According to the advance estimates released by the Central Statistical Organisation (CSO), India''s GDP growth is pegged at 4.9 per cent in 2013-14, similar to 4.5 per cent during the previous year. This could have been worse had the Agriculture sector not registered a significant uptick in performance.

In contrast, both the Industry and Services sectors recorded a deceleration in growth during the year. In fact, the manufacturing sector, which is the largest segment of Industry, witnessed a contraction for the first time since 1991-92. The construction sector remained fat-growing at a marginally higher 1.7 per cent during 2013-14 as compared to 1.1 per cent during 2012-13.

Even as the real estate industry operated in a difficult economic environment, both operational segments of your Company - residential and integrated developments -showed progress during the year.

In the residential segment, the Company launched two new projects, in Pune and Mahindra World City, Chennai. In addition, fresh inventory in three of its existing project was also launched during the year. During 2013-14, the Company sold over 700 residential units across its ongoing and newly launched projects, including projects of its subsidiary companies in the residential space. Your Company is currently developing 4.68 million square feet of residential projects. Besides, 6.59 million square feet are available in the form of new phases of ongoing projects or new projects that are at different stages of planning. These are expected to be launched in the near future.

In the large format developments, there was improvement in demand from businesses aimed at the domestic market, but the Special Economic Zone (SEZ) demand remained subdued. Mahindra World City, Jaipur, saw a considerable increase in activity during the year with closure of several lease agreements. During 2013-14, the Company leased out around 52 acres, most of which were in the Domestic Tariff Area (DTA).

On account of the challenging environment faced by the industry, the financial performance of Mahindra Lifespaces was impacted. Even though the Total Income of the Company remained stable, the Profitability witnessed a decline during the year due to product-mix changes and increased interest outflows.

The consolidated total income of your Company came down marginally from Rs. 77,249 lakhs in 2012-13 to Rs. 75,620 lakhs in 2013-14. The consolidated PBT stood at Rs. 16,094 lakhs in 2013-14 as compared to Rs. 23,607 lakhs in 2012-13, whereas the consolidated PAT after minority interest was Rs. 10,063 lakhs as compared to Rs. 14,137 lakhs during 2012-13.

Total income of your Company as a standalone entity was Rs. 42,133 lakhs as compared to Rs. 42,225 lakhs in 2012-13. Profit before tax (PBT) was Rs. 10,139 lakhs as compared to Rs. 13,588 lakhs in 2012-13, whereas profit after tax (PAT) was Rs. 7,773 lakhs as compared to Rs. 9,749 lakhs in 2012-13. Total income includes a dividend income of Rs. 953 lakhs received from its subsidiary Mahindra World City Developers Limited and Rs. 518 lakhs received from its subsidiary Mahindra World City (Jaipur) Limited, during the year as compared to Rs. 473 lakhs and Rs. 356 lakhs from Mahindra World City Developers Limited and Mahindra World City (Jaipur) Limited respectively in 2012 -13 .

Awards and Recognition

Your Company and its subsidiaries received several awards and recognitions during 2013-14. Some of the prestigious awards are:

- Mahindra Lifespaces was recognised as one of the "Top 10 Builders" in India by the Construction World Architect and Builder Awards 2013

- Mahindra Lifespaces strong commitment to sustainable development was recognised with the award for "Outstanding Contribution in Real estate" in Green Building project category at the EPC World awards. It was also felicitated for its "Contribution to Green Building Movement" by CII-IGBC

- Mahindra Lifespaces won the "Emerging Markets — Most Improved in Adoption of Best Practices" merit award at the annual Asia Pacific Real Estate Association (APREA) Best Practices Awards. The award recognises those listed real estate companies who perform best in the area of governance and disclosure.

Capital

During the year, the Company allotted 8,700 equity shares of Rs. 10 each to the eligible grantees pursuant to exercise of Stock options granted under Employee Stock Option Scheme - 2006 (ESOS - 2006) and Employee Stock Option Scheme - 2012 (ESOS - 2012). Accordingly, issued equity share capital has increased from Rs. 408,805,010 to Rs. 408,892,010 and the subscribed and paid up equity share capital of the Company has increased from Rs. 408,396,500 to Rs. 408,483,500.

The allotment of 40,851 equity shares of the Company has been kept in abeyance in accordance with Section 206A of the Companies Act, 1956, till such time the title of the bonafde owner of the shares is certified by the concerned Stock Exchange or The Special Court (Trial of offenses relating to transactions in Securities).

Issue & allotment of Non- convertible Debentures

On 4th April, 2013, the Company issued and allotted 5,000 – Secured Listed Rated Redeemable 10.78 per cent YTM, Non- Convertible Debentures (NCDs) with a face value of Rs. 1,000,000 (Rupees Ten lakhs Only) each for cash at par, aggregating Rs. 500 crores vide Series I, Series II, and Series III on Private Placement basis.

The funds are being utilised to part finance any of the following or any combination thereof : (a) General Corporate purposes (b) Working Capital requirements (c) Real Estate Development (d) Land Acquisitions (e) Cost of Construction, (f) to invest into any existing / to be incorporated subsidiary company being Special Purpose Vehicle (SPV) company, to enable it to part finance the cost of land acquisition and preliminary development expenditure for the residential projects proposed to be undertaken in the SPV and (g) pending full utilization of issue proceeds to invest the temporary surplus of the issue proceeds in money market instruments, mutual funds and deposits with banks.

Employee Stock Options Scheme

In accordance with the Employee Stock Option Scheme – 2006 (ESOS – 2006), the Remuneration Committee (now Nomination and Remuneration Committee) has on 25th April, 2008, approved grant of 678,359 Stock Options to the employees at an exercise price of Rs. 428 per share. In accordance with ESOS – 2006, the Remuneration Committee, on 4th August, 2012, approved grant of 10,000 Stock Options to Dr. Prakash Hebalkar, a Non-executive Independent Director of the Company at an exercise price of Rs. 325 per share.

As of 31st March, 2014, 28,500 Stock Options were exercised under ESOS - 2006.

In accordance with the Employee Stock Option Scheme (ESOS– 2012), the Remuneration Committee (now Nomination and Remuneration Committee) has on 4th August, 2012 and on 24th July, 2013, approved grant of 101,000 and 26,500 Stock Options, respectively, at an exercise price of Rs. 10 each which is equal to the face value of the equity share of the Company.

As of 31st March, 2014, 6,200 Stock Options were exercised under ESOS - 2012.

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure 1 to this Report.

Holding Company

The promoters of the Company i.e. Mahindra & Mahindra Limited (M&M) hold 20,846,126 equity shares which represents 51.03 per cent of the paid-up equity capital of the Company. Your Company continues to be a subsidiary company of M&M.

Subsidiary Companies

The developments during the year in key subsidiary companies are provided below:

Mahindra World City Developers Limited (MWCDL) a 89:11 SPV between your Company and Tamil Nadu Industrial Development Corporation (TIDCO), has developed India''s first integrated business city and corporate India''s first SEZ near Chennai. The three sector-specific SEZs cater to the industry sectors viz. IT (services and manufacturing), Apparel & Fashion Accessories, and Auto Ancillaries and the Domestic Tariff Area caters to a wide range of manufacturing segments. The total development currently stands at 1,524 acres. MWCDL for its second project in Tamil Nadu, is in the process of procuring the land. It is the first township in India to receive Green Township Certification (Stage I Gold certification) from IGBC.

Mahindra Integrated Township Limited (MITL) is engaged as a co-developer in developing the residential township area at Mahindra World City. Its current developments include ''Iris Court'' and Rs.Nova''. MITL has a balance of approximately 140 acres to be developed in phases for offering products in different formats and segments. MITL is 74 per cent owned by your Company and 26 per cent by MWCDL.

Mahindra Residential Developers Limited (MRDL), which is a wholly owned subsidiary of Mahindra Integrated Township Limited (MITL), is developing a gated residential community in approximately 55 acres within Mahindra World City, New Chennai under the name, "Aqualily".

Mahindra Bebanco Developers Limited (MBDL) is a 70:30 joint venture between your Company and B.E. Billimoria & Co. Limited, one of the leading construction companies in India. This company is developing a residential complex across approximately 25 acres at Multi-modal International Hub Airport at Nagpur (MIHAN).

Mahindra World City (Jaipur) Limited (MWCJL) is a 74:26 SPV between your Company and Rajasthan State Industrial Development & Investment Corporation Limited (RIICO) and is developing an integrated business city near Jaipur spread over approximately 3,000 acres of land. Currently, the project has five zones, IT/ITES SEZ, Handicrafts SEZ, Engineering & Related Industries SEZ, Gems & Jewellery SEZ and a Domestic Tariff Area.

Joint Venture Company

Mahindra Homes Private Limited, a 50:50 joint venture between your company and SCM Real Estate (Singapore) Private Limited, is developing a group housing project at NCR on approximately 6.79 acres and a residential project at Bangalore on approximately 5.85 acres.

The statement pursuant to Section 212 of the Companies Act,1956, containing details of the Company''s subsidiaries, viz. Mahindra World City Developers Limited, Mahindra Integrated Township Limited, Mahindra Residential Developers Limited, Mahindra World City (Jaipur) Limited, Mahindra World City (Maharashtra) Limited, Knowledge Township Limited, Industrial Township (Maharashtra) Limited, Mahindra Bebanco Developers Limited, Raigad Industrial & Business Park Limited, Mahindra Infrastructure Developers Limited, Anthurium Developers Limited, and Mahindra Housing Private Limited is attached.

The consolidated financial statements of the Company prepared in accordance with Accounting Standard 21 prescribed by The Institute of Chartered Accountants of India, form part of the Annual Report and Accounts. The summary of financial performance of the subsidiaries has been separately furnished forming part of the Annual Report.

Ministry of Corporate Affairs (MCA), Government of India (GOI), vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption from the requirement of attaching the Balance Sheet and Statement of Profit & Loss and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of subsidiary companies with the Annual Accounts of the Company under Section 212(8) of the Companies Act, 1956, subject to compliance of conditions mentioned therein.

In terms of the aforesaid general exemption granted by MCA, the Board of Directors of the Company has given its consent for not attaching the Balance Sheet and Statement of Profit & Loss and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of its aforesaid twelve subsidiaries with the Annual Accounts of the Company, in relation to the financial year ending on 31st March, 2014.

The Company Secretary will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company and the Registered Offices of the respective subsidiary companies during working hours up to the date of the Annual General Meeting.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, which gives a detailed account of operations of your Company forms a part of this Annual Report.

Corporate Governance

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

Sustainable Development

Your Company is committed to the principles of sustainable development and consistently carries out initiatives to benefit the communities that it interacts with during the course of its business. A detailed account of these initiatives has been presented in the Management Discussion and Analysis chapter of the Annual Report.

Your Company has followed the Global Reporting Initiative (GRI) Sustainability Reporting G3.1 Guidelines which is the most widely adopted non-financial reporting framework in the world and used to help communicate sustainability performance while encouraging transparency and accountability.

Your Company''s ''Sustainability Report'' has achieved an A rating for meeting the requirements of GRI G3.1 guidelines. Besides this, the Company continues to report its triple bottom- line performance as a part of the Mahindra Group''s sustainability report.

Corporate Social Responsibility (CSR)

Your Company''s CSR strategy is to contribute to the local communities that it operates in by focusing on three key areas of intervention: education, skill development, health and environment.

Your Company has been investing 1 per cent of its Profits after tax every year into CSR activities. The Company in every financial year commencing from 1st April, 2014, in line with the new Companies Act 2013, pledges to spend, at least 2 per cent of the average net Profits made during the three immediately preceding financial years specifically towards CSR initiatives.

Directors

Pursuant to Section 152 of the Companies Act, 2013, Mr. Arun Nanda (DIN : 00010029), Non-executive and Non-independent Director retires by rotation at the 15th Annual General Meeting of the Company and is eligible for re-appointment.

Pursuant to Section 149 and Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Shailesh Haribhakti (DIN : 0007347), retires by rotation at the forthcoming Annual General Meeting of the Company. He is eligible for re-appointment as an Independent Director not liable to retire by rotation. It is proposed that he be appointed as an Independent Director of the Company, not liable to retire by rotation, from the date of 15th Annual General Meeting till the conclusion of the 16th Annual General Meeting of the Company. Pursuant to Section 149 and Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, it is proposed that Mr. Sanjiv Kapoor (DIN : 00004005), Mr. Anil Harish (DIN : 00001685), and Dr. Prakash Hebalkar (DIN : 00370499), existing Directors who meet the criteria of Independence, be appointed as Independent Directors of the Company, not liable to retire by rotation, from the date of 15th Annual General Meeting till the conclusion of the 16th Annual General Meeting of the Company.

All the above Directors i.e. Mr. Arun Nanda, Mr. Shailesh Haribhakti, Mr. Sanjiv Kapoor, Mr. Anil Harish, and Dr. Prakash Hebalkar are not disqualified from being re-appointed as Directors by virtue of the provisions of Section 164 of the Companies Act, 2013 (erstwhile section 274(1)(g) of the Companies Act, 1956).

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have, in the selection of the accounting policies, consulted the Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date;

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

iv) the annual accounts have been prepared on a going concern basis.

Auditors

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, retire as Auditors at the forthcoming Annual General Meeting. The members will be required to appoint Auditors in terms of relevant provisions of the Companies Act, 2013 and fix their remuneration.

As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received a written consent and certificate from M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, proposed to be re-appointed as Auditors for one year i.e. upto conclusion of the 16th Annual General Meeting of the Company, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

Deposits, Loans and Advances

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

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

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure 2 to this report.

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 and Rules made there under

The Company had 13 (Thirteen) employees who were in receipt of remuneration of not less than Rs. 6,000,000 per annum during the year ended 31st March, 2014 or not less than Rs. 500,000 per month during any part of the said year. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts which are being sent to the shareholders need not include this Annexure. Any shareholder interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

Acknowledgment

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board,

Arun Nanda

Chairman

Mumbai, 22nd April, 2014 DIN : 00010029


Mar 31, 2013

The Directors present their Fourteenth report together with the audited accounts of your Company for the year ended 31st March, 2013.

Financial Highlights

(Rs. lakh)

2013 2012

Operating Income 35,152 46,895

Other Income 7,073 5,217

Total Income 42,225 52,112

Profit Before Depreciation, Interest and Taxation 14,383 17,320

Less : Depreciation 177 268

Profit Before Interest and Taxation 14,206 17,052

Less : Interest & Finance charges 618 297

Profit Before Taxation 13,588 16,755

Less : Provision for Taxation

Current Tax 3,965 4,859

Deferred Tax (including MAT Credit) (126) (120)

Profit After Tax 9,749 12,016

Add : Balance of Profit for earlier years 29,620 21,654

Amount available for appropriation 39,369 33,670

Proposed Dividend on Equity Shares (including tax on distributed profits) 2,867 2,848

Less : Transfer to General Reserve 975 1,202

Balance carried forward 35,527 29,620

An increasing number of projects were operationalised during the year, in various subsidiaries, resulting in a growth in consolidated income from Rs. 72,841 lakh in 2011-12 to Rs. 77,249 lakh in 2012-13. The growth in after minority interest increased to Rs. 14,137 lakh from Rs. 11,908 lakh during 2011-12.

Dividend

Your Directors have recommended a dividend of Rs. 6 per equity share of the Company, i.e. 60 per cent of the face value of Rs. 10 for each share, for the year 2012-13.

The equity dividend (including tax on distributed profits) amounts to Rs. 2,867 lakh (previous year Rs. 2,848 lakh), and shall be paid out of profits for the current year.

Operations

The economic environment in India remained subdued during the year, with sharp deceleration in the GDP growth and persistent high inflation. According to the advanced estimates released by the Central Statistical Organisation (CSO), India''s GDP growth is pegged at 5 per cent in 2012-13, down from 6.2 per cent during the previous year. This deceleration in growth was seen across all key sectors.

Although the Industry sector on the whole registered a decline, the construction sector, which is the second largest segment of Industry after manufacturing, was a contrast in performance

— growing at a marginally higher 5.9 per cent during 2012-13 as compared to 5.6 per cent during 2011-12. However, this performance continues to be significantly lower than the high growth seen in the years preceding the slowdown.

Even as the real estate industry operated in a difficult economic environment, your Company''s focus on execution in the residential segment, coupled with strong sales momentum and new customer additions in Mahindra World City Chennai and Jaipur, have contributed to the robust performance this year.

In the residential segment, the Company launched two new projects in Hyderabad and Pune in addition to new phases of three of its existing projects. All new projects / phases of the Company launched during the year received an impressive response. During the year, the Company along with its subsidiary companies sold over 800 residential units across its ongoing and newly launched projects / phases. Your Company is currently developing 4.41 million square feet of residential projects. Besides, 5.41 million square feet are available in the form of new phases of ongoing projects or new projects that are at different stages of planning. These are expected to be launched in the near future.

In the large format developments, the demand situation improved in the Domestic Tariff Area (DTA), even as the demand for space in the Special Economic Zone (SEZ) continued to be relatively muted, given the overall Indian export performance status across relevant segments.

The consolidated total income of your Company increased from Rs. 72,841 lakh in 2011-12 to Rs. 77,249 lakh in 2012-13. The consolidated PBT grew by 26 per cent from Rs. 18,806 lakh in 2011-12 to Rs. 23,607 lakh in 2012-13, whereas the consolidated PAT after minority interest increased to Rs. 14,137 lakh from Rs. 11,908 lakh during 2011-12.

Total income of your Company as a standalone entity was Rs. 42,225 lakh as compared to Rs. 52,112 lakh in 2011-12. Profit before tax (PBT) was Rs. 13,588 lakh as compared to Rs. 16,755 lakh in 2011-12, whereas profit after tax (PAT) was Rs. 9,749 lakh as compared to Rs. 12,016 lakh in 2011-12. Total income includes a dividend income of Rs. 473 lakh received from its subsidiary Mahindra World City Developers Limited and Rs. 356 lakh received from its subsidiary Mahindra World City (Jaipur) Limited, during the year.

Awards and Recognition

Your Company and its subsidiaries received several awards and recognitions during 2012-13. Some of the prestigious awards are:

- Mahindra Lifespaces was presented with the Institute for Competitiveness (IFC) Mint Strategy Award in the Construction, Real Estate & Steel Industry, at the inaugural launch of the Porter Prize Awards in India recently. These awards recognize the positive impact of top Indian companies on the performance of the overall industry.

- Mahindra Lifespaces'' strong commitment to sustainable urban living was recognized with a Certificate of Commendation at the CII-ITC Sustainability Award 2013, recently presented in New Delhi by the Honourable President of India.

- At the CNBC Real Estate Awards 2012 in December, Mahindra World City Chennai received the award for ''Best Project Execution'' (National Level) and Mahindra Royale in Pune received the City- wise Best Residential project (Mid Segment).

- At the Construction Week India Awards, Mahindra Chloris project in Faridabad won a Jury Special Commendation Award for ''Green Project of the Year''.

- Mahindra Lifespaces was awarded the Silver EDGE for the implementation of a ''Statutory Compliance Dashboard''. Two more EDGE Awards were won by the Company for the implementation of Sparkle, the Company''s intranet portal, and for SAP CRM.

Capital

During the year, the Company allotted 4,500 equity shares of Rs. 10 each out of 46,151 equity shares of Rs. 10 each which were held in abeyance, pursuant to the Order of the Special Court (Trial of Offences relating to transactions in Securities) Act, 1992. Accordingly, the subscribed and paid up equity share capital of the Company has increased from 40,835,150 equity shares to 40,839,650 equity shares of Rs. 10 each aggregating to Rs. 408,396,500.

The allotment of 40,851 equity shares of the Company has been kept in abeyance in accordance with Section 206A of the Companies Act, 1956, till such time the title of the bonafide owner of the shares is certified by the concerned Stock Exchange or The Special Court (Trial of offenses relating to transactions in Securities).

Issue & allotment of Non- convertible Debentures

On 4th April, 2013, the Company issued and allotted 5,000 - Secured Listed Rated Redeemable 10.78% YTM, Non- Convertible Debentures (NCDs) with a face value of Rs. 1,000,000 (Rupees Ten Lakh Only) each for cash at par, aggregating Rs. 500 crore vide Series I, Series II, and Series III on Private Placement basis.

The funds will be utilised to part finance any of the following or any combination thereof : (a) General Corporate purposes (b) Working Capital requirements (c) Real Estate Development (d) Land Acquisitions (e) Cost of Construction, (f) to invest into any existing / to be incorporated subsidiary company being Special Purpose Vehicle (SPV) company, to enable it to part finance the cost of land acquisition and preliminary development expenditure for the residential projects proposed to be undertaken in the SPV and (g) pending full utilization of issue proceeds to invest the temporary surplus of the issue proceeds in money market instruments, mutual funds and deposits with banks.

Employee Stock Options Scheme

In accordance with the Employee Stock Option Scheme - 2006 (ESOS - 2006), the Remuneration Committee has on 25th April, 2008, approved grant of 678,359 Stock Options to the employees at an exercise price of Rs. 428 per share. In accordance with ESOS - 2006, the Remuneration Committee, on 4th August, 2012, approved further grant of 10,000 Stock Options to Dr. Prakash Hebalkar, a Non-executive Independent Director of the Company at an exercise price of Rs. 325 per share.

As of 31st March, 2012, 26,000 Stock Options were exercised under ESOS - 2006.

In accordance with the Employee Stock Option Scheme (ESOS - 2012), the Remuneration Committee has on 4th August, 2012, approved grant of 101,000 Stock Options at an exercise price of Rs. 10/- each which is equal to the face value of the equity share of the Company.

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure 1 to this Report.

Holding Company

The promoters of the Company i.e. Mahindra & Mahindra Limited (M&M) hold 20,846,126 equity shares which represents 51.04 per cent of the paid-up equity capital of the Company. Your Company continues to be a subsidiary company of M&M.

Subsidiary Companies

The developments during the year in key subsidiary companies are provided below:

Mahindra World City Developers Limited (MWCDL) has developed India''s first integrated business city & corporate India''s first SEZ near Chennai. The three sector-specific SEZs cater to the industry sectors viz. IT (services and manufacturing), Apparel & Fashion Accessories, and Auto Ancillaries and the Domestic Tariff Area caters to a wide range of manufacturing segments. The total development currently stands at 1,550 acres. MWCDL has also procured around 516 acres of land for its second project in Tamil Nadu, and is in the process of procuring the balance land.

Mahindra Integrated Township Limited (MITL) is engaged as a co-developer in developing the residential township area at Mahindra World City with ''Iris Court'', spread over 18 acres, as its first project. MITL has a balance of 147 acres to be developed in phases for offering products in different formats and segments.

Mahindra Residential Developers Limited (MRDL), which is a subsidiary of Mahindra Integrated Township Limited (MITL), is developing a gated residential community in approximately 55 acres within Mahindra World City, New Chennai under the name, "Aqualily". During the year, MITL acquired the stake of Velands Investment Limited. Subsequent to this transaction, MRDL is now a 100 per cent subsidiary of MITL.

Mahindra Bebanco Developers Limited (MBDL) is a 70:30 joint venture between your Company and B.E. Billimoria & Co. Limited, one of the leading construction companies in India. This company is developing a residential complex across 25 acres at Multi-modal International Hub Airport at Nagpur (MIHAN). This project called ''Bloomdale'' will have a total saleable area of 1.53 million square feet.

Mahindra World City (Jaipur) Limited (MWCJL) is developing an integrated business city near Jaipur spread over approximately 3,000 acres of land. As on 31st March, 2013 MWCJL was in possession of 2,888 acres of land and the procurement of the balance area is in process. Currently, the project has five zones, IT/ITES SEZ, Handicrafts SEZ, Engineering & Related Industries SEZ, Gems & Jewellery SEZ and a Domestic Tariff Area.

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of the Company''s subsidiaries, viz. Mahindra World City Developers Limited, Mahindra Integrated Township Limited, Mahindra Residential Developers Limited, Mahindra World City (Jaipur) Limited, Mahindra World City (Maharashtra) Limited, Knowledge Township Limited, Industrial Township (Maharashtra) Limited, Mahindra Bebanco Developers Limited, Raigad Industrial & Business Park Limited, Mahindra Infrastructure Developers Limited, Anthurium Developers Limited and Watsonia Developers Limited is attached. Mahindra Housing Private Limited (MHPL), a subsidiary was incorporated on 29th March, 2013 and shall have its first financial year from 29th March, 2013 to 31st March, 2014, as such; the requirement of statement pursuant to Section 212 is not applicable for the said company. The consolidated financial statements of the Company prepared in accordance with Accounting Standard 21 prescribed by The Institute of Chartered Accountants of India, form part of the Annual Report and Accounts. The summary of financial performance of the subsidiaries has been separately furnished forming part of the Annual Report.

Ministry of Corporate Affairs (MCA), Government of India (GOI), vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption from the requirement of attaching the Balance Sheet and Statement of Profit & Loss and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of subsidiary companies with the Annual Accounts of the Company under Section 212(8) of the Companies Act, 1956 subject to compliance of conditions mentioned therein.

In terms of the aforesaid general exemption granted by MCA, the Board of Directors of the Company has given its consent for not attaching the Balance Sheet and Statement of Profit & Loss and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of its aforesaid twelve subsidiaries with the Annual Accounts of the Company, in relation to the financial year ending on 31st March, 2013.

The Company Secretary will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company and the Registered Offices of the respective subsidiary companies during working hours up to the date of the Annual General Meeting.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, which gives a detailed account of operations of your Company forms a part of this Annual Report.

Corporate Governance

A report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

Sustainable Development and Corporate Social Responsibility (CSR)

Your Company is committed to the principles of sustainable development and consistently carries out initiatives to benefit the communities that it interacts with during the course of its business. A detailed account of these initiatives has been presented in the Management Discussion and Analysis chapter of the Annual Report.

Mahindra Lifespaces has followed the Global Reporting Initiative (GRI) Sustainability Reporting G3.1 Guidelines which is the most widely adopted non-financial reporting framework in the world and used to help communicate sustainability performance while encouraging transparency and accountability. Third party assurance has been given by M/s. KPMG after having audited the disclosures.

The Mahindra Lifespaces ''Sustainability Report'' has achieved an A rating for meeting the requirements of GRI G3.1 guidelines. The published report can be viewed worldwide in GRI''s ''Sustainability Disclosure Database''. The summary of the report can also be viewed on Company''s website www.mahindralifespaces.com. Besides this, the Company continues to report its triple bottom-line performance as a part of the Mahindra Group''s sustainability report.

Directors

Mr. Uday Y. Phadke and Mr. Sanjiv Kapoor retire by rotation and being eligible offer themselves for re-appointment.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

iv) the annual accounts have been prepared on a going concern basis.

Auditors

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, retire as Auditors at the forthcoming Annual General Meeting. The members will be required to appoint Auditors for the current year and fix their remuneration.

As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has received a written certificate from M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, proposing to be re-appointed as Statutory Auditors, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

Deposits, Loans and Advances

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

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

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure 2 to this report.

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 and Rules made thereunder

The Company had 4 (four) employees who were in receipt of remuneration of not less than Rs. 6,000,000 during the year ended 31st March, 2013 or not less than Rs. 500,000 per month during any part of the said year. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors'' Report and Accounts which are being sent to the shareholders need not include this Annexure. Any shareholder interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

Acknowledgment

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers, and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board,

Arun Nanda

Chairman

Mumbai, 22nd April, 2013


Mar 31, 2012

The Directors present their Thirteenth report together with the audited accounts of your Company for the year ended 31st March, 2012.

Financial

(Rs.in lakh)

2012 2011

Operating Income 46,895 47,656

Other Income 5,217 3,029

Total Income 52,112 50,685

Profit Before Depreciation, Interest and Taxation 17,320 15,303

Less: Depreciation 268 250

Profit Before Interest and Taxation 17,052 15,053

Less: Interest & Finance charges 297 116

Profit Before Taxation 16,755 14,937 Less : Provision for Taxation

Current Tax 4,859 4,728

Deferred Tax (including MAT Credit) (120) (96)

Profit After Tax 12,016 10,305

Add : Balance of Profit for earlier years 21,654 14,866

Amount available for appropriation 33,670 25,171

Interim Dividend on Preference Shares (including tax on distributed profits) - 119

Proposed Dividend on Equity Shares (including tax on distributed profits) 2,848 2,374

Add : Excess Tax of previous year on Dividend written back - (6)

Less : Transfer to General Reserve 1,202 1,030

Balance carried forward 29,620 21,654

Dividend

Your Directors have recommended a dividend of Rs 6 per equity share (60 per cent) of the face value Rs 10 of the Company for the year 2011-12.

The equity dividend (including tax on distributed profits) amounts to Rs 2,848 lakh (previous year Rs 2,374 lakh), and shall be paid out of profits for the current year.

After staging a recovery from the recession with a 5.3 per cent growth during the previous year, world output decelerated significantly in 2011 — growing at 3.9 per cent. Although the world economy is unlikely to lapse into another recession, there are considerable risks: another acute crisis in Europe, disruption of oil supplies and hard landing in one or more large middle- income countries.

India also witnessed deceleration in growth, growing at 6.5 per cent in 2011 -12 as compared to 8.4 per cent during the previous year. With the services sector continuing to grow strongly at 8.9 per cent during the year, the decline was due to significant slowdown in both agriculture and industry — which grew at much lower rates of 2.8 per cent and 3.4 per cent respectively. The construction sector, which is the second largest segment of industry after manufacturing, was also affected — recording a growth of 5.3 per cent during 2011-12 as compared to 8 per cent during 2010-11.

Your Company is one of the few companies in the real estate

development industry in India with the experience of successfully serving consumers as well as businesses through its two segments of operations. Even as the real estate industry operated in a difficult economic environment, the Company has reported creditable results for 2011-12.

Total income of your Company as a standalone entity was Rs 52,112 lakh as compared to Rs 50,685 lakh in 2010-11. Profit before tax (PBT) was Rs 16,755 lakh as compared to Rs 14,937 lakh in 2010-11, whereas profit after tax (PAT) was Rs 12,016 lakh as compared to Rs 10,305 lakh in 2010-11. During the year, the Company also received a dividend income of Rs 555 lakh from its subsidiary Mahindra World City Developers Limited.

The consolidated total income of your Company increased from T 62,702 lakh in 2010-11 to Rs 72,841 lakh in 2011-12. The consolidated PBT grew by 9 per cent from Rs 17,205 lakh in 2010- 11 to Rs 18,806 lakh in 2011-12, whereas consolidated PAT after minority interest increased to Rs 11,908 lakh from Rs 10,817 lakh during 2010-11.

In the residential segment, the Company launched new phases of three of its existing projects in addition to the first phase of its fresh launch in Nagpur. All new projects of the Company launched during the year received an impressive response. During the year, the Company along with its subsidiary companies sold 677 residential units across its ongoing and newly launched projects. Your Company is currently developing 3.63 million square feet of residential developments. Besides, another 5.19 million square feet are available in the form of new phases of ongoing projects or fresh projects that are at different stages of planning. These are expected to be launched In the near future.

In the large format developments, the demand situation remained stable in the Domestic Tariff Area (DTA) of both the Mahindra World Cities. Mahindra World City, Jaipur in Rajasthan, saw a moderation in demand during the year for space in the Special Economic Zone (SEZ). However, with the launch of its DTA in the later part of the year, the situation improved considerably and a significant uptick in off-take and performance is expected in 2012-13. Mahindra World City (MWC), Chennai, where most of the current developments are in the residential and social infrastructure zone, entered the 10th year of its operation during the year.

Awards and Recognition

Your Company received several awards and recognitions during 2011-12. Some of the prestigious awards are:

- Voted as India's Top 10 Builders by Construction World and CW Interiors

- Chloris at Faridabad: Platinum Rated Green Building after construction under the CII-IGBC Green Homes Rating System. It is the second project in India to achieve this distinction highest possible rating (in the multi-dwelling units category)

- Iris Court-at MWC Chennai: -GBC Gold' pre-certification rating

- 'Aura', in Gurgaon: 'IGBC Gold' pre-certification rating

- New Project 'Antheia'at Pimpri, Pune: 'IGBC Gold' pre- certification rating.

- 'Mahindra Splendour' at Mumbai: Second Best in 'Green Initiative in Service Sector' category in KPMG Qimpro Convention 2011

- Skyline, the Mahindra World City's quarterly newsletter: Bronze award in 'Best Newsletter Design at ABCI annual awards, 2011; Silver award in 'In-house Magazine English' category by PRCI 2012.

- Refresh, quarterly newsletter of your Company: Appreciation Award in External Magazine category by PRCI 2012.

- Your Company's Corporate Brochure (Creating Sustainable Homes, Cities & Happiness): Silver award in 'Corporate Brochure" category by PRCI 2012.

Capital

The paid up equity capital of the Company comprises 40,835,150 equity shares of Rs 10 each aggregating Rs 408,351,500.

The allotment of 45,351 equity shares of the Company has been kept in abeyance in accordance with Section 206A of the Companies Act, 1956, till such time the title of the bonfire owner of the shares is certified by the concerned Stock Exchange or The Special Court (Trial of offenses relating to transactions in Securities).

Employee Stock Options Scheme

In accordance with the Employee Stock Option Scheme (ESOS - 2006), the Remuneration Committee has on 25th April, 2008, approved grant of 678,359 Stock Options at an exercise price of Rs 428 per share. As of 31st March, 2012,26,000 Stock Options were exercised. Details required to be provided under the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure 1 to this Report.

Holding Company

The promoters of the Company i.e. Mahindra & Mahindra Limited (M&M) hold 20,846,126 equity shares which represents 51.05 per cent of the paid-up equity capital of the Company. Your Company continues to be a subsidiary company of M&M.

Subsidiary Companies

The developments during the year in key subsidiary companies are provided below:

Mahindra World City Developers Limited (MWCDL) successfully implemented India's first integrated business city & corporate India's first SEZ near Chennai. The three sector-specific SEZs cater to the industry sectors viz. IT (services and manufacturing), Apparel & Fashion Accessories, and Auto Ancillaries and the Domestic Tariff Area caters to a wide range of manufacturing segments. The total development currently stands at 1,550 acres. MWCDL has also procured around 470 acres of land for its second project in Tamil Nadu, and is in the process of procuring the balance land.

Mahindra Integrated Township Limited (MITL) is engaged as a co-developer in developing the residential township area at Mahindra World City with 'Iris Court', spread over 18 acres, as its first project. MITL has a balance of 146 acres to be developed in phases for offering products in different formats and price bands. Mahindra Residential Developers Limited (MRDL), which is a subsidiary of Mahindra Integrated Township Limited (MITL), is jointly with a private equity real estate fund, ARCH Capital Asian Partners, L.P. - managed by ARCH Capital Management Company Limited, developing a gated residential community in approximately 55 acres within Mahindra World City, New Chennai under the name, 'Aqualily'. ARCH Capital is an affiliate of Ayala Land, one of the most trusted real estate brands in Philippines. Mahindra Bebanco Developers Limited (MBDL) is a 70:30 joint venture between your Company and B.E. Billimoria & Co. Limited, one of the leading construction companies in India. This company is developing a residential complex across 25 acres at Multi-modal International Hub Airport at Nagpur (MIHAN). MBDL launched the first phase of its project 'Bloomdale' during the year.

Mahindra World City (Jaipur) Limited (MWCJL) is developing an integrated business city near Jaipur spread over approximately 3,000 acres of land. As on 31st March, 2012 MWCJL was in possession of 2,678 acres of land and the procurement of the balance area is in process. Currently, the project has five zones, IT/ITES SEZ, Handicrafts SEZ, Engineering & Related Industries SEZ, Gems & Jewellery SEZ and a Domestic Tariff Area.

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of the Company's subsidiaries, viz. Mahindra World City Developers Limited, Mahindra Integrated Township Limited, Mahindra Residential Developers Limited, Mahindra World City (Jaipur) Limited, Mahindra World City (Maharashtra) Limited, Knowledge Township Limited, Industrial Township (Maharashtra) Limited, Mahindra Bebanco Developers Limited, Raigad industrial & Business Park Limited, Mahindra Infrastructure Developers Limited, Anthurium Developers Limited and Watsonia Developers Limited is attached. The consolidated financial statements of the Company prepared in accordance with Accounting Standard 21 prescribed by The Institute of Chartered Accountants of India, form part of the Annual Report and Accounts. The summary of financial performance of the subsidiaries has been separately furnished forming part of the Annual Report.

Ministry of Corporate Affairs (MCA), Government of India (GOI), vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption from the requirement of attaching the Balance Sheet and Profit & Loss Account, Schedules to Accounts and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of subsidiary companies with the Annual Accounts of the Company under Section 212(8) of the Companies Act, 1956 subject to compliance of conditions mentioned therein.

In terms of the aforesaid general exemption granted by MCA, the Board of Directors of the Company has given its consent for not attaching the Balance Sheet and Profit & Loss Account, Schedules to Accounts and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of its aforesaid twelve subsidiaries with the Annual Accounts of the Company, in relation to the financial year ending on 31st March, 2012.

The Company Secretary will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company and the Registered Offices of the respective subsidiary companies during working hours up to the date of the Annual General Meeting.

Management Discussion and Analysis Report The Management Discussion and Analysis Report, which gives a detailed account of operations of your Company forms a part of this Annual Report.

Corporate Governance

A report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

Sustainable Development and Corporate Social

Responsibility CCSR)

As a part of the Mahindra Group, your Company is committed to the principles of sustainable development and consistently carries out initiatives to benefit the communities that it interacts with during the course of its business. A detailed account of these initiatives has been presented in the Management Discussion and Analysis chapter of the Annual Report.

Directors

Ms. Anita Arjundas and Mr. Anil Harish retire by rotation and being eligible offer themselves for re-appointment.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

iv) the annual accounts have been prepared on a going concern basis.

Auditors

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, retire as auditors at the forthcoming Annual General Meeting. The members will be required to appoint auditors for the current year and fix their remuneration.

As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has received a written certificate from M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, proposing to be re-appointed as Statutory Auditors, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

Deposits, Loans and Advances

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

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

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure 2 to this report.

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 and Rules made The Company had 5 (five) employees who were in receipt of remuneration of not less than Rs 6,000,000 during the year ended 31st March, 2012 or not less than Rs 500,000 per month during any part of the said year. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors' Report and Accounts which are being sent to the shareholders need not include this Annexure. Any shareholder interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

Acknowledgment

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers, and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board,

Arun Nanda

Chairman

Mumbai, 27th April, 2012


Mar 31, 2011

The Directors present their Twelfth report together with the audited accounts of your Company for the year ended 31st March, 2011.

Financial Highlights

(Rs. in lakh) 2011 2010

Operating Income 47,656 32,065

Other Income 3,029 2,899

Total Income 50,685 34,964

Profit Before Depreciation, Interest and Taxation 15,303 10,981

Less : Depreciation 250 231

Profit Before Interest and Taxation 15,053 10,750

Less : Interest & Finance charges 116 -

Profit Before Taxation 14,937 10,750

Less : Provision for Taxation

Current Tax 4,728 2,991

Deferred Tax (including MAT Credit) (96) (179)

Profit After Tax 10,305 7,938

Add : Balance of Profit for earlier years 14,866 9,516

Amount available for appropriation 25,171 17,454

Interim Dividend on Preference Shares (including tax on distributed profits) 119 -

Proposed Dividend on Preference Shares (including tax on distributed profits) - 123

Proposed Dividend on Equity Shares (including tax on distributed profits) 2,374 1,671

Add : Excess Tax of previous year on Dividend written back (6) -

Less : Transfer to General Reserve 1,030 794

Balance carried forward 21,654 14,866



Dividend

Your Directors have recommended a dividend of Rs. 5 per equity share (50 per cent) of the face value Rs.10 of the Company for the year 2010-11.

The equity dividend (including tax on distributed profits) amounts to Rs. 2,374 lakh (previous year Rs. 1,671 lakh), and shall be paid out of profits for the current year.

An interim dividend on 10,00,000 - 10.50 per cent Non-Cumulative Redeemable Preference shares of Rs. 100 each was declared on 18th March, 2011. Your Directors have recommended that the interim dividend paid on Preference shares be treated as final dividend.

Operations

The global economy gathered strength during the year, with significant improvements in output, trade and capital flows and business and consumer sentiment. World output grew at 5 per cent during 2010, after contracting by 0.5 per cent during 2009. The Indian economy, too, grew at an impressive rate. According to the latest estimates released by the Central Statistical Organisation (CSO), Indias GDP grew at 8.5 per cent in 2010-11, up from 8 per cent during the previous year. All sectors contributed to this performance. Industry and services grew at 9.4 per cent and 7.9 per cent respectively during 2010-11. The performance of

the construction sector, which is the second largest segment of industry after manufacturing, also improved during the year — recording a growth of 8.1 per cent during 2010-11 as compared to 7 per cent during 2009-10.

Driven by this strong economic performance, demand for both residential units and industrial land increased during 2010-11. In the residential segment, most markets witnessed significant growth in demand and firming-up of prices. Although muted in comparison, the demand from businesses for building capacities and expanding operations, which had started gathering momentum towards the end of the previous year, also increased at a satisfactory pace during 2010-11. Your Company has benefited from the strategy of focusing on these two key segments of operations.

In the residential segment, the focus will be on offering new products in the premium and mid-market segments, which will be complemented by enhancing the Companys presence by moving to new towns and cities. During the year under review, the residential segment continued to drive the Companys performance. The Company completed two of its projects: ‘Mahindra Chloris in Faridabad in the National Capital Region (NCR) and Phase III of ‘Mahindra Royale in Pimpri, Pune. The handing over process of these projects has been initiated Your Company successfully launched new phases of ‘Mahindra Eminente in Mumbai and ‘Mahindra Aura in NCR. In addition, the

Company also launched a new project at Mahindra World City, New Chennai, viz.; ‘Iris Court through its subsidiary company, Mahindra Integrated Township Limited.

In the integrated development space, your Company will strive to maintain its pioneer and innovator status with new concepts and flexible formats. Both operational projects of your Company witnessed significant increase in activity during this period. Mahindra World City, Jaipur and Chennai, have both concluded many lease agreements with customers during this period. Besides, many customers have started development and construction work in their leased land.

Mahindra World City (Jaipur) Limited (MWCJL), a subsidiary of your Company received formal approval for two more Special Economic Zones (SEZs), namely Gems and Jewellery and IT/ ITeS during the year. MWCJL also received environmental clearance for three SEZs, namely IT/ITeS, Light Engineering and Handicrafts. In the future, MWCJL has plans to expand the coverage of the project to include other segments such as Apparel and Logistics. Employment at Mahindra World City, Jaipur, touched 2,800 with a total investment of more than Rs. 890 crore by the Company and its customers. Three of the 39 customers at Mahindra World City, Jaipur are operational and other 11 customers have commenced construction.

At Mahindra World City, Chennai, employment by operational customers increased from 18,000 to 23,000 people. Exports also increased significantly during the year to Rs.3,500 crore from Rs.2,300 crore in the previous year. Buoyed by interest from prospective customers, the Company is looking to expand the project by another 100 acres, for which almost all of the land is already in place and certain approvals are awaited. The expansion will be in the Domestic Tariff Area, with focus on manufacturing companies catering to the Indian market. There has been strong interest from leading multi-national companies to take-up this additional space. Mahindra World City Developers Limited (MWCDL), a subsidiary of your Company has already signed MoUs with multi-national companies from Japan, US and Ireland in the auto ancillary sector for around 50 per cent of the proposed expansion area.

Apart from the current two World Cities, the Company is in various stages of planning and land acquisition for other large format projects in Tamil Nadu and Maharashtra. During the year, your Company also entered into two MoUs with the Government of Gujarat at the ‘Vibrant Gujarat Summit, marking its foray into the State. The first MoU is for the development of a 3,000 acres integrated business city, along the lines of the existing Mahindra World City format, at Dholera Special Investment Region, located in the proposed Delhi Mumbai Industrial Corridor. The second MoU is for the development of an industrial park of around 500 acres close to Ahmedabad.

Today, your Company is one of the few companies in the real estate development industry in India with the experience of successfully serving consumers as well as businesses through its two segments of operations. With a buoyant residential market and an improved investment climate in the integrated development space, the Company reported excellent results for 2010-11.

Total income of your Company as a standalone entity was Rs.50,685 lakh in 2010-11 as compared to Rs. 34,964 lakh in 2009-10. Profit before tax (PBT) was Rs.14,937 lakh in 2010-11 as compared to Rs. 10,750 lakh in 2009-10, whereas profit after tax (PAT) was Rs.10,305 lakh as compared to Rs. 7,938 lakh in 2009-10.

The consolidated total income of your Company increased from Rs. 43,995 lakh in 2009-10 to Rs.62,702 lakh in 2010-11. The consolidated PBT grew by 45 per cent from Rs. 11,888 lakh in 2009-10 to Rs.17,205 lakh in 2010-11, whereas consolidated PAT after minority interest increased to Rs.10,817 lakh from Rs. 7,849 lakh during 2009-10. During the year, the Company also received a dividend income of Rs.489 lakh from its subsidiary Mahindra World City Developers Limited and Rs.188 lakh from Mahindra World City (Jaipur) Limited.

Demand from Maharashtra State Electricity Distribution Co. Ltd. (MSEDCL)

During 2008-09, MSEDCL had raised an assessment bill for Rs.2164 lakh on the Company pertaining to a commercial complex at Pune. The Company has filed an appeal before Adjudicating Officer at Mumbai for quashing the said demand.

Demand from Income Tax Department

In respect of certain business incomes re-classified by the Income Tax Department as income from house property and other disallowances, the Company has succeeded at the Appellate Tribunal for some assessment years and is pursuing the matter further with the Appellate authorities for other years. The liability net of Deferred Tax Asset/Liability would be Rs. 743.34 lakh (previous year Rs.891.19 lakh) in the event that the demand from the Income Tax Department is held valid.

Awards and Recognition

Your Company received several awards and recognitions during 2010 -11. Some of the prestigious awards are:

- Selected as Indias Top 10 Builders in August, 2010 in Construction World Architect and Builder Awards 2010.

- Vervian and Veronica wings of project Eminente at Mumbai was awarded The Economic Times ACETECH 2010 Real Estate Award, in the category ‘Excellence in Mid Segment (Exterior Architectural Design).

- Refresh, the Mahindra Lifespaces newsletter won Gold Award from the Association of Business Communicators of India (ABCI) in the ‘Newsletter Design. The Company is recipient of award in this category for the 5th time in a row. The brochure for Companys project ‘Aqualily also won the ‘Silver Award for its design.

- Realty Plus, a leading monthly real estate magazine, adjudged Mahindra World City, New Chennai, as the winner of the ‘Best Integrated Township of the Year award in February, 2011.

Capital

The paid up equity capital of the Company comprises 4,08,35,150 equity shares of Rs.10 each aggregating Rs. 40,83,51,500. During the year consequent upon exercise of Stock Options

26,000 equity shares were issued and allotted by the Company which increased the paid up equity capital from Rs. 40,80,91,500 to Rs. 40,83,51,500.

On 22nd March, 2011, the Company, in accordance with the terms of the issue, redeemed Preference Share Capital comprising of 10,00,000 – 10.50 per cent Non-Cumulative Redeemable Preference shares of Rs.100 each aggregating Rs. 10,00,00,000.

The allotment of 45,351 equity shares of the Company has been kept in abeyance in accordance with Section 206A of the Companies Act, 1956, till such time the title of the bonafide owner of the shares is certified by the concerned Stock Exchange or The Special Court (Trial of offenses relating to transactions in Securities).

Employee Stock Options Scheme

In accordance with the Employee Stock Option Scheme (ESOS – 2006), the Remuneration Committee has on 25th April, 2008, approved grant of 6,78,359 Stock Options at an exercise price of Rs.428 per share. As of 31st March, 2011, 26,000 Stock Options were exercised. Details required to be provided under the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure 1 to this Report.

Holding Company

The promoters of the Company i.e. Mahindra & Mahindra Limited (M&M) hold 2,08,46,126 equity shares which represents 51.05 per cent of the paid-up equity capital of the Company. Your Company continues to be a subsidiary company of M&M.

Subsidiary Companies

The developments during the year in key subsidiary companies are provided below:

Mahindra World City Developers Limited (MWCDL) successfully implemented Indias first integrated business city & corporate Indias first SEZ near Chennai. The three sector-specific SEZs cater to the industry sectors viz. IT (services and manufacturing), Apparel & Fashion Accessories, and Auto Ancillaries and the Domestic Tariff Area caters to a wide range of manufacturing segments. The total development currently stands at 1,550 acres. MWCDL is also engaged in planning and land procurement for the second Mahindra World City in Tamil Nadu over 1,000 acres.

Mahindra Integrated Township Limited (MITL) is engaged as a co-developer in developing the residential township area at Mahindra World City with ‘Iris Court being its first project spread over 18 acres. MITL has a balance of 146 acres to be developed in phases for offering products in different formats and price bands.

Mahindra Residential Developers Limited (MRDL), which is a subsidiary of Mahindra Integrated Township Limited (MITL) is jointly with a private equity real estate fund, ARCH Capital Asian Partners, L.P. - managed by ARCH Capital Management Company Limited, developing a gated residential community in approximately 55 acres within Mahindra World City, New Chennai

under the name, "Aqualily". ARCH Capital is an affiliate of Ayala Land, one of the most trusted real estate brands in Philippines.

Mahindra Bebanco Developers Limited (MBDL) is a 70:30 joint venture between the Company and B. E. Billimoria & Co. Limited, one of the leading construction companies in India. This Company will develop a residential complex across ~25 acres at Multi-modal International Hub Airport at Nagpur (MIHAN). MBDL has finalised the master plan and unit plans which are being submitted to Maharashtra Airport Development Company (MADC) for approvals.

Mahindra World City (Jaipur) Limited (MWCJL) is developing an integrated business city near Jaipur spread over approximately 3,000 acres of land of which approximately 2,500 acres will be a multi-product SEZ and 500 acres will be a Domestic Tariff Area. At present MWCJL is in possession of 2,636 acres of land, and the procurement of the balance area is in process. Currently, MWCJL has received notifications for three SEZs, namely IT/ITeS, Light Engineering (including Automotive and Auto Components) and Handicrafts and formal approval for two more SEZs, namely Gems and Jewellery (25 acres) and IT/ITeS (86 acres). MWCJL has received Environmental Clearance in respect of three SEZs, namely IT/ITeS, Light Engineering and Handicraft comprising around 892 acres of land area and Environmental Clearance for the balance area is under process.

Mahindra World City (Maharashtra) Limited (MWCML) was set up to undertake development of a multi-product SEZ at Karla, near Pune in collaboration with Maharashtra Industrial Development Corporation (MIDC). MIDC has regretted its inability to acquire the land required for setting up the project and has suggested that MWCML examine the possibility of a joint venture project with MIDC elsewhere in Maharashtra.

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of the Companys subsidiaries, viz. Mahindra World City Developers Limited, Mahindra Integrated Township Limited, Mahindra Residential Developers Limited, Mahindra World City (Jaipur) Limited, Mahindra World City (Maharashtra) Limited, Knowledge Township Limited, Industrial Township (Maharashtra) Limited, Mahindra Bebanco Developers Limited, Raigad Industrial & Business Park Limited, Mahindra Infrastructure Developers Limited, Anthurium Developers Limited and Watsonia Developers Limited is attached. The consolidated financial statements of the Company prepared in accordance with Accounting Standard 21 prescribed by The Institute of Chartered Accountants of India, form part of the Annual Report and Accounts. The summary of financial performance of the subsidiaries has been separately furnished forming part of the Annual Report.

Ministry of Corporate Affairs (MCA), Government of India (GOI), vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption from the requirement of attaching the Balance Sheet and Profit & Loss Account, Schedules to Accounts and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of subsidiary companies with the Annual Accounts of the Company under Section 212(8) of the Companies Act, 1956 subject to compliance of conditions mentioned therein.

In terms of the aforesaid general exemption granted by MCA, the Board of Directors of the Company has given its consent for not attaching the Balance Sheet and Profit & Loss Account, Schedules to Accounts and Notes forming part of the Accounts, Report of the Board of Directors, Report of the Auditors etc., of its aforesaid twelve subsidiaries with the Annual Accounts of the Company, in relation to the financial year ending on 31st March, 2011.

The Company Secretary will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company and the Registered Offices of the respective subsidiary companies during working hours up to the date of the Annual General Meeting.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, which gives a detailed account of operations of your Company forms a part of this Annual Report.

Corporate Governance

A report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement is annexed to this Report.

Sustainable Development and Corporate Social Responsibility (CSR)

As a part of the Mahindra Group, your Company is committed to the principles of sustainable development and consistently carries out initiatives in the area of corporate social responsibility to benefit the communities that it interacts with during the course of its business. A detailed account of these initiatives has been presented in the Management Discussion and Analysis chapter of the Annual Report.

Directors

Mr. Arun Nanda, Mr. Shailesh Haribhakti and Dr. Prakash Hebalkar retire by rotation and being eligible offer themselves for re-appointment.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

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

iv) the annual accounts have been prepared on a going concern basis.

Auditors

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, retire as auditors at the forthcoming Annual General Meeting. The members will be required to appoint auditors for the current year and fix their remuneration.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has received a written certificate from M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, proposing to be re-appointed as Statutory Auditors, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

Deposits, Loans and Advances

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

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

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure 2 to this report.

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 and Rules made thereunder

The Company had 1 (one) employee who was in receipt of remuneration of not less than Rs. 60,00,000 during the year ended 31st March, 2011 or not less than Rs. 5,00,000 per month during any part of the said year. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report and Accounts which are being sent to the shareholders need not include this Annexure. Any shareholder interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

Acknowledgment

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers, associates and auditors of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.



For and on behalf of the Board

Arun Nanda Chairman

Mumbai, 23rd April, 2011


Mar 31, 2010

The Directors present their Eleventh report together with the audited accounts of your Company for the year ended 31st March, 2010.

Financial Highlights

(Rs. in lakh)

2010 2009

Operating Income 32,065 16,540

Other Income 2,899 3,254

Total Income 34,964 19,794

Profit Before Depreciation, Interest and Taxation 10,981 5,097

Less : Depreciation 231 (686)

Profit Before Interest and Taxation 10,750 5,783

Less : Interest - 6

Profit Before Taxation 10,750 5,777 Less : Provision for Taxation

Current Tax 2,991 948

Deferred Tax (including MAT Credit) (179) 193

Profit for the year After Tax 7938 4,636

Less : Provision for tax for earlier year -

Profit After Tax 7938 4,636

Add : Balance of Profit for earlier years 9516 6,659

Amount available for appropriation 17,454 11,295

Less : Proposed Dividend (including tax on distributed profits) 1,794 1,316

Less : Transfer to General Reserve 794 463

Less : Transfer to Capital Redemption Reserve - -

Balance carried forward 14,866 9,516

Dividend

Your Directors have recommended a dividend of Rs.3.50 per equity share of the face value Rs.10 of the Company for the year 2009-10. The Directors have also recommended a dividend on 1,000,000 – 10.50 per cent Non-Cumulative Redeemable Preference shares of Rs.100 each. The total dividend payment (including tax on distributed profits) amounts to Rs.1,794 lakh, (previous year Rs.1,316 lakh) and shall be paid out of profits for the current year.

Operations

The global economic situation improved as the year progressed, however, recovery in advanced countries continued to be very sluggish. In contrast, the Indian economy performed better. According to the advance estimates released by the Central Statistical Organisation(CSO), India’s GDP is expected to grow at 7.4 per cent in 2009-10, up from 6.7 per cent during the previous year. While services continued to be the engine of growth, the most significant development has been the rebound in industry growth which was at 3.9 per cent in 2008-09 whereas it recorded 9.3 per cent growth in 2009-10. Industry, which includes manufacturing, construction, mining, electricity and other utilities, was the most affected sector during recession.

During the year, as the economic recovery got underway, consumer sentiment and therefore the demand for residential units picked up at a significant pace. In comparison, the demand from businesses for building capacities and expanding operations was sluggish and started gathering momentum in the second half of 2009-10. Mahindra Lifespaces recognises the importance of this structure of the real estate industry and has consciously adopted a strategy which focuses on two key segments of operations — residential development and large format integrated infrastructure development such as business cities, industrial parks and SEZs. Your Company benefited from this strategy during 2009-10.

During the year under review, the residential segment led the Company’s performance. Your Company completed the handover of residential units to customers in three of its projects — the second phase of ‘Sylvan County’ at Mahindra World City, Chennai, the first two phases of ‘Mahindra Royale’ near Pimpri, Pune and the first phase of ‘Mahindra Eminente’ at Goregaon, Mumbai. Your Company also successfully launched new phases of ‘Mahindra Royale’ and ‘Mahindra Eminente’ projects during 2009-10. In addition, the Company also launched two new projects during the year — ‘Mahindra Aura’ at Gurgaon in the National Capital Region, and ‘Aqualily’ at Mahindra World City, Chennai. Aqualily is being implemented by the Company through its subsidiary ‘Mahindra Residential Developers Limited’ (MRDL), which is a Joint Venture with Arch Capital, an affiliate of Ayala Land, the largest and most trusted real estate brand in Philippines.

In the integrated infrastructure development space, recovery was delayed and the markets started to pick-up in the second half of the year. Both operational projects of your Company witnessed significant increase in activity during this period. In Mahindra World City, Jaipur, the infrastructure development for the first phase of the IT SEZ was completed during the year, whereas the infrastructure development activities in Handicraft and Light Engineering SEZs are expected to be completed during 2010-11. The Company entered into MoUs with prospective clients and concluded many lease agreements during this period.

At Mahindra World City, Chennai employment by companies operating within, touched the 20,000 mark. Buoyed by interest from prospective customers, the Company proposes to expand the project by another 100 acres and undertook land acquisition during the year, which is expected to be completed during 2010-11.

Your Company is one of the few companies in the Indian real estate industry with the experience of successful serving consumers as well as businesses through its two segments of operations. The successful execution of this strategic intent of the Company is the key reason behind its success and consistent performance during these difficult times. In the current economic environment, your Company reported exceptional results for 2009-10.

Total income of your Company as a standalone entity was Rs.34,964 lakh in 2009-10 as compared to Rs.19,794 lakh in 2008-09. Profit before tax (PBT) was Rs.10,750 lakh in 2009- 10 as compared to Rs.5,777 lakh in 2008-09, whereas profit after tax (PAT) was Rs.7,938 lakh as compared to Rs.4,636 lakh in 2008-09.

The consolidated total income of your Company increased from Rs.37,118 lakh in 2008-09 to Rs.43,995 lakh in 2009-10. The consolidated PBT grew by 16 per cent from Rs.10,209 lakh in 2008-09 to Rs.11,888 lakh in 2009-10, whereas consolidated PAT after minority interest increased to Rs.7,849 lakh from Rs.6,564 lakh during 2008-09. During the year, the Company also received a dividend income of Rs.588 lakh from its subsidiary Mahindra World City Developers Limited.

Demand from Maharashtra State Electricity Distribution Co. Ltd. (MSEDCL)

During the year 2008-09, MSEDCL had raised an assessment bill for Rs.2164 lakh on the Company pertaining to a commercial complex at Pune. The Company has filed an appeal before Adjudicating Officer at Mumbai for quashing the said demand.

Demand from Income Tax Department

In respect of certain business incomes re-classified by the Income Tax Department as income from house property and other disallowances, the Company has succeeded at the

Appellate Tribunal for some assessment years and is pursuing the matter further with the Appellate authorities for other years. The liability net of Deferred Tax Asset/Liability would be Rs.891.19 lakh (previous year Rs. 1,012.69 lakh).

Awards and Recognition

Your Company received the following awards and recognitions in 2009-10:

- Aqualily with a “Pre certified Gold rating” by IGBC (Indian Green Building Council)

- Mahindra Splendour awarded winner in the category of “Best Developer – Green Future Development” by Cityscape Real Estate Awards, India

- Sylvan County awarded winner in the category of “Integrated Township of the Year” by Accommodation Times, Mumbai

- Mahindra World City, Jaipur signed a Memorandum of Understanding (MoU) on 14th May, 2009 with Clinton Climate Initiative, a foundation promoted by Former US President Bill Clinton for sustainable development and reduction of green house gas emission

- Mahindra Lifespaces received the OHSAS 18001:2006 certification

- Mahindra World City, Jaipur received the ISO 9001:2001 Certification in February 2010.

- ‘Refresh’, the Mahindra Lifespaces newsletter won two prestigious awards from the ‘Association of Business Communicators of India (ABCI)’ in the ‘Newsletter Design’ and ‘Photo Feature’ categories. This award has been conferred to the Company for the 4th time in a row. Refresh also won the Silver award at the ‘Communication Awards’ of PRCI (Public Relations Council of India).

- The Mahindra World City, newsletter ‘Skyline’ won an award in the ‘Headline’ category from the ‘Association of Business Communicators of India (ABCI).

Capital

The paid up equity capital of the Company comprises of 40,809,150 equity shares of Rs.10 each aggregating Rs.408,091,500 and paid up preference capital comprises of 1,000,000 – 10.50 per cent Non-Cumulative Redeemable Preference shares of Rs.100 each aggregating Rs. 100,000,000. The allotment of 45,351 equity shares of the Company has been kept in abeyance in accordance with Section 206A of the Companies Act, 1956, till such time the title of the bonafide owner of the shares is certified by the concerned Stock Exchange or The Special Court (Trial of offenses relating to transactions in Securities).

Employee Stock Options Scheme

In accordance with the Employee Stock Option Scheme, the Remuneration Committee, on 25th April, 2008, approved grant of 678,359 Stock Options at an exercise price of Rs.428 per share. Details required to be provided under the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure 1 to this Report.

Holding Company

The promoters of the Company i.e. Mahindra & Mahindra Limited (M&M) holds 20,846,126 equity shares which represents 51.08 per cent of the paid-up equity capital of the Company. M&M also holds 1,000,000 – 10.50 per cent non-cumulative redeemable preference shares of Rs.100 each, which represent the entire paid-up preference capital of the Company. Your Company continues to be a subsidiary company of Mahindra & Mahindra Limited.

Subsidiary Companies

Mahindra World City Developers Limited (MWCDL) successfully implemented India’s first integrated business city & corporate India’s first SEZ near Chennai. The three sector- specific SEZs cater to the industry sectors of IT (services and manufacturing), Apparel & Fashion Accessories, and Auto Ancillaries and the Domestic Tariff Area caters to a vide range of manufacturing segments. The total development stands at 1550 acres.

Mahindra Integrated Township Limited (MITL) is engaged as a co-developer in developing an integrated township at Mahindra World City, Chennai.

A joint venture agreement for residential development was executed between Mahindra Residential Developers Limited (MRDL), a subsidiary of Mahindra Integrated Township Limited (MITL), and a private equity real estate fund, ARCH Capital Asian Partners, L.P., managed by ARCH Capital Management Company Limited, an affiliate of Ayala Land, the largest and most trusted real estate brand in Philippines. The joint venture has undertaken the development of a gated residential community together with support facilities in approximately 55 acres within Mahindra World City, New Chennai under the name, Aqualily.

Mahindra World City (Jaipur) Limited (MWCJL) is developing an integrated business city near Jaipur spread over approximately 3000 acres of land of which approximately 2500 acres will be a multi product SEZ and 500 acres will be a Domestic Tariff Area. During the year, the Company signed MoUs with leading companies for setting up their operations in the IT/ITES, handicrafts, and light engineering and SEZs at Mahindra World City, Jaipur. In the first stage of the project, the company has already completed development of phase I of the IT-SEZ and has started development of the Light Engineering and Handicrafts SEZs.

Mahindra World City (Maharashtra) Limited (MWCML) will be developing a multi-product SEZ at Karla, near Pune in collaboration with Maharashtra Industrial Development Corporation (MIDC).

Knowledge Township Limited (KTL) (formerly Mahindra Knowledge City Limited and prior to that Mahindra Technology Park Limited) will be developing an Integrated Township in Maharashtra. The initial process for land acquisition has started.

Industrial Township (Maharashtra) Limited (ITML) (formerly Mahindra Industrial Township Limited) will be undertaking large format development of land in Maharashtra.

Mahindra Bebanco Developers Limited (MBDL) is a 70-30 joint venture between the Company and B. E. Billimoria & Co. Limited, one of the leading construction companies in India. This company will develop a residential complex across 10.2 hectares at Multi-model Internal Hub Airport at Nagpur (MIHAN). MBDL has carried out soil investigation, land survey and finalised the co-ordinates of the plot. In addition, a detailed market survey has been conducted and design development initiated.

Raigad Industrial & Business Park Limited was incorporated on 18th June, 2009. This company is planning to undertake large format developments including residential developments.

Mahindra Infrastructure Developers Limited (MIDL), is an equity participant in the project company namely, New Tirupur Area Development Corporation Limited (NTADCL) implementing the Tirupur Water Supply and Sewerage project.

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of the Company’s subsidiaries, viz. Mahindra World City Developers Limited, Mahindra Integrated Township Limited, Mahindra Residential Developers Limited, Mahindra World City (Jaipur) Limited, Mahindra World City (Maharashtra) Limited, Knowledge Township Limited, Industrial Township (Maharashtra) Limited, Mahindra Bebanco Developers Limited, Raigad Industrial & Business Park Limited and Mahindra Infrastructure Developers Limited is attached. The consolidated financial statements of the Company prepared in accordance with Accounting Standard 21 prescribed by The Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

Your Company has received approval from the Ministry of Corporate Affairs granting exemption from attaching the copy of the Balance Sheet, Profit & Loss account, Report of Board of Directors, Report of the Auditors of its subsidiary companies with the Balance Sheet of the Company. The Company Secretary will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. The Company shall also put the details of accounts of the individual subsidiary Companies on its website.

The summary of financial performance of the subsidiaries has been separately furnished forming part of the Annual Report. These documents will also be available for inspection at the registered office of your Company and the registered offices of the respective subsidiary companies during working hours up to the date of the Annual General Meeting.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, which gives a detailed account of operations of your Company forms a part of this Annual Report.

Corporate Governance

A report on Corporate Governance along with a certificate from the auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

Sustainable Development and Corporate Social Responsibility (CSR)

As a part of the Mahindra Group, your Company is committed to the principles of sustainable development and consistently carries out initiatives in the area of corporate social responsibility to benefit the communities that it interacts with during the course of its business. A detailed account of these initiatives has been presented in the Management Discussion and Analysis chapter of the annual report.

Directors

Mr. Anil Harish, Mr. Uday Y. Phadke and Mr. Sanjiv Kapoor retire by rotation and being eligible offer themselves for re-appointment.

Mr. Pawan Malhotra resigned from the Board of Directors of your Company with effect from 23rd June, 2009. The Board has placed on record its sincere appreciation of the contribution made by him during his tenure as a Director of the Company.

Ms. Anita Arjundas was appointed as an Additional Director on 23rd June, 2009 and was appointed as Managing Director & Chief Executive Officer at the 9th Annual General Meeting held on 24th July, 2009.

Mr. Anand G. Mahindra resigned as the Chairman and as a Director of the Company with effect from 15th March, 2010. The Board members while noting the resignation, sincerely appreciated Mr. Mahindra’s valuable contribution in building the high credibility that the Company enjoys in the market that it operates. The Board expressed deep gratitude for the valuable services rendered by Mr. Mahindra during his tenure, and made special mention of Mr. Mahindra’s exemplary leadership and support that enabled the Company to sail through troubled waters when the industry was severely affected by the unprecedented recession since mid-2008. The Board thanked Mr. Mahindra for devoting his time for the Company during his tenure.

Mr. Arun Nanda was appointed as the Non-Executive Chairman with effect from 15th March, 2010. Mr Nanda has been the Vice-Chairman of the Company since 4th April 2001 and has had a distinguished career with the Mahindra Group for 36 years.

Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

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

iv) the annual accounts have been prepared on a going concern basis.

Auditors

M/s. B. K. Khare & Co., Chartered Accountants, retire as auditors at the forthcoming Annual General Meeting. The members will be required to appoint auditors for the current year and fix their remuneration.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has received a written certificate from M/s. B. K. Khare & Co., Chartered Accountants, proposing to be re-appointed as Statutory Auditors, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Deposits, Loans and Advances

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished seperately.

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

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure 2 to this report.

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 and Rules made thereunder

The Company had 12 employees who were in receipt of remuneration of not less than Rs. 2,400,000 during the year ended 31st March, 2010 or not less than Rs.200,000 per month during any part of the said year. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors’ Report and Accounts which are being sent to the shareholders do not include this Annexure. Any shareholder interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

Acknowledgment

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board Arun Nanda Chairman Mumbai, 23rd April, 2010

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