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Directors Report of Phoenix Mills Ltd.

Mar 31, 2016

The Directors are pleased to present the 111th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2016.

Financial Results (Standalone)

(Rs. In Million)

Particulars Year ended Year ended 31.03.2016 31.03.2015

Sales and other Income 4548.16 4121.90

Profit before Interest, Depreciation, Exceptional Items and Tax 3388.61 2998.37

Less: Interest & Finance Charges 687.85 706.66

Less: Depreciation 293.15 310.49

Profit Before Tax and Exceptional Items 2407.61 1981.22

Profit Before Tax and After Exceptional Items 2127.61 1138.72

Less: Provision for Taxation:

Current Tax 639.00 532.00

Deferred Tax (20.31) (11.80)

Net Profit after Tax 1508.93 618.52

Balance brought forward from Previous Year 5697.68 5674.59

Profit available for appropriation 7206.61 6293.11

Less Appropriations:

General Reserves - 200.00

Proposed Dividend 353.89 318.90

Corporate Dividend Tax 71.62 64.92

Adjustment of Depreciation as per Transitional Provision of Part C Paragraph 7(b) of - 11.61 Schedule II of the Companies Act, 2013

Balance Carried Forward to Profit & Loss Account 6781.10 5697.68

Operations

The Phoenix Mills Ltd., today is one of the largest retail led real estate Company in India, with a portfolio comprising of over 17.5 million square feet of retail, commercial, hospitality and residential assets spread over 100 acres of land, our Company is best positioned in the industry to serve the people of India, one of the fastest growing economy in the world. Our mixed-used model of development gives us a 5-6 years head start in building top quality assets in the key gateway cities of India.

The Phoenix Mills Ltd. is a proxy to the great Indian Consumption Story. During FY16, we clocked total retail consumption of Rs. 54 bn across our retail properties with a total rental income of Rs. 7.1 bn. Our consumption has grown at a CAGR of 38% between FY12 and FY16, while Rental Income has shown a CAGR of 34%. A host of top international brands open their first store in India at our malls, validating our position as the best mall in the city we operate. Our malls are not just meant for shopping, but offer the widest choice of F&B, entertainment and have emerged as experience centres where families prefer to spend the entire day. We have 9 retail assets with a leasable area of approx. 6.0 million square feet in Mumbai, Bangalore, Chennai, Pune, Lucknow & Bareilly. Phoenix Paragon Plaza at Kurla started operations this year while our luxury mall Palladium at Chennai is still under construction.

During the year, The Phoenix Mills Ltd. through its wholly owned subsidiary Big Apple Real Estate Pvt. Ltd. has increased its ownership in Upal Developers Pvt. Ltd. and Blackwood Developers Pvt. Ltd from 77.2% to 100% by buying out the stake of its partners. Phoenix United Malls at Lucknow & Bareilly have good growth potential and will allow the Company to tap the rising consumption in the smaller cities. Our Market City malls at Pune, Bangalore, Mumbai & Chennai are now stabilized and we continue to enhance our offerings by improving the brand-mix, offering more F&B and entertainment options etc. During the last year, 33% of area in PMC Pune was up for renewal and we have managed to close the new deals at a significant premium to the old rates.

We have an on-going and planned residential portfolio of 5.5 million square feet of which we have launched 3.05 million square feet and sold 1.78 million square feet in cities of Bangalore, Chennai and Pune. In addition to this, we have 1.71 million square feet of completed/ under-construction commercial projects of which we have sold 1.03 million square feet. Our premium office space Art Guild House (0.76 million square feet) is nearing completion.

We are happy to share that Palladium Hotel has been re-branded as The St. Regis, Mumbai during this year marking the India debut of the Starwood Hotel''s most premium brand. Total income for the year was Rs. 2,182 mn, a 27% increase over last year. With a total of 395 rooms, the hotel clocked an average occupancy of 72% with an ARR of Rs. 9,284, showing strong growth in Room, F&B and Banquet revenues. Courtyard by Marriott completed its first full year of operations and did revenues of Rs. 281 mn with 45% occupancy and ARR of Rs. 4,509. Within a short span of time, it was ranked amongst the top hotels in Agra.

During FY 2016, our focus was to consolidate the position of our malls, improve the profitability of our Hotels business and timely execution of our residential projects. In the coming year, we will commence hand over at One Bangalore West Phase I located at Rajajinagar in Bangalore, The Crest located at Nehru Nagar in Chennai and the commercial project Art Guild House located at Kurla in Mumbai. We also eagerly look forward to launching the luxury mall Palladium at Chennai.

Management Discussion & Analysis (MDA), which forms a part of this report, deals comprehensively with our current operations and projects in the pipeline. It also deals with the current & future outlook of the company. Further, during the year under review there was no change in the nature of business.

Share Capital

During the year under review, the Company issued and allotted by way of QIP, 79,91,907 Equity Shares of Rs. 2/- each fully paid-up at an Issue Price of Rs. 353.60 per Equity Share (including a premium of Rs. 351.60 per Equity Share) aggregating to Rs. 2825.94 Million. The proceeds of the issue was used for the purpose as stated in the Placement Document.

Further, during the Financial Year, the Company pursuant to exercise of stock options has issued and allotted 40,250 Equity Shares of Rs. 2 each. Consequently, the paid up equity share capital as on March 31, 2016 stood at Rs. 30,59,77,704 divided into 15,29,88,852 equity shares of Rs. 2 each.

During the year, the Company has not issued shares with differential voting rights nor sweat equity shares and hence no information as per the provisions of Section 43(a)(ii) and Section 54(1)(d) of the Companies Act, 2013 read with the relevant Rules is furnished.

Further, during the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Dividend

During the year under review, the Board in its meeting held on March 9, 2016 declared and paid Interim Dividend of Rs. 1.75/- per share (@ 87.5%) for each fully paid up Equity Share of Rs. 2/-.

Further, subject to the approval of the Company''s shareholders in the ensuing Annual General Meeting (AGM), the Board in its meeting held on May 13, 2016 has also recommended a final dividend of Rs. 0.45/- per share for the Financial Year ended March 31, 2016, (@ 22.5%) for each fully paid up Equity Share of Rs. 2/-. The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

The Register of Members and Share Transfer Books will remain closed from Friday, September 2, 2016 till Thursday, September 8, 2016 (both days inclusive) for the purpose of payment of final dividend and the Annual General Meeting scheduled to be held on Thursday, September 8, 2016.

Transfer To Reserves

The Board has not recommended any transfer to the General Reserves out of the amount available for appropriation and an amount of Rs. 6781.10 million is proposed to be carried forward to the Statement of Profit and Loss.

Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Management Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI (LODR) Regulations, 2015'') is presented in a separate section forming part of the Annual Report.

Particulars of Contracts or Arrangement with Related Parties

All related party transactions that were entered into during the Financial Year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company under Section 188 of the Companies Act 2013, with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Consequent upon which details as prescribed in Form AOC-2 are not required to be disclosed.

The details of transactions/contracts/arrangements entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review, is given under Note 24 of the Notes to Accounts, which forms part of the Annual Report.

Material changes and commitments affecting financial position between the end of the Financial Year and date of the report

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the Financial Year of the Company and date of this report.

Performance of subsidiary companies, associates and joint venture companies

As on March 31, 2016, the Company has 16 direct subsidiaries, 8 indirect subsidiaries and 6 associates. During the year under review, there were no additions or deletions in the subsidiaries of the Company except Savannah Phoenix Private Limited which was earlier an associate and became a subsidiary w.e.f. April 7, 2015 and Gangetic Hotels Private Limited, which has become a subsidiary of the Company with effect from October 6, 2015. During the year under review, your Company did not have any Joint Venture Company.

During the year, the Company''s Board reviewed the affairs of its subsidiaries on a quarterly basis. The consolidated financial statements of the Company are prepared in accordance with Section 129(3) of the Companies Act, 2013 and includes the financial statements of all its subsidiaries and forms part of the Annual Report. Further, a statement containing salient features of the financial statements of our subsidiaries and associates in the prescribed format AOC-1 is given on page no. 226 of the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries and associates.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at our registered office.

Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India. A detailed report on Corporate Governance along with the Certificate of M/s. Rathi & Associates, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance, as stipulated under Regulation 34(3) read with Para E of Schedule V of the SEBI (LODR) Regulations, 2015 is appended as Annexure I to this report.

Particulars of Employees and Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IIA to this report.

A statement containing the name of employees employed throughout the Financial Year and who are in receipt of remuneration of Rs. 60 Lakhs or more in a year and employees employed for part of the year and in receipt of remuneration of Rs. 5 lakhs or more in a month and employees employed throughout the Financial Year or part thereof, who were in receipt of remuneration in that year which in the aggregate, or as the case maybe, at a rate which, in the aggregate, is in excess of the remuneration drawn by the Managing Director and / or Whole - Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the Equity Shares of the Company as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IIB to this report.

Payment of managerial remuneration/commission to directors from holding or subsidiary companies

The Company does not have a Holding Company. The managerial personnel i.e. Managing Director and Whole-time Directors of the Company are not in receipt of any managerial remuneration/commission from any subsidiary of the Company.

Board of Directors

Mr. Amit Kumar Dabriwala, Mr. Amit Dalal, Mr. Sivaramakrishnan Iyer and Ms. Shweta Vyas, Directors of the Company, qualify to be Independent Directors within the meaning of Section 149 of the Companies Act, 2013. The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Companies Act, 2013 that they continue to meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

Mr. Suhail Nathini, Independent Director resigned from the Board w.e.f February 1, 2016. The Board places on record, its immense appreciation and gratitude for the services rendered by Mr. Nathani during his long tenure with the Company.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Pradumna Kanodia, Director, is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Pradumna Kanodia was appointed as Director-Finance of the Company for a period of 5 years w.e.f April 28, 2011. Mr. Kanodia''s term as Director - Finance expired on April 27, 2016. Mr. Kanodia has contributed extensively to the growth of the Company in the areas of project financing and banking thus supporting implementation of the business plans of the Phoenix Group. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed Mr. Pradumna Kanodia as Director-Finance of the Company for a period of five years with effect from April 28, 2016, liable to retire by rotation.

The term of office of Mr. Shishir Shrivastava as Joint Managing Director of the Company is due to expire on July 29, 2016. Mr. Shishir Shrivastava is spearheading the Company''s business development initiatives to effect its next round of expansion plans. Considering his valuable contribution in the growth and expansion of the Company it would, therefore be in the interest of the Company to continue to avail the benefits of his expertise.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed Mr. Shishir Shrivastava as Joint Managing Director of the Company for a period of five years with effect from July 30, 2016, liable to retire by rotation.

The aforesaid appointments of Mr. Pradumna Kanodia as Director Finance and Mr. Shishir Shrivastva as Joint Managing Director of the Company would require consent of the shareholders of the Company pursuant to Section 196 read with Schedule V of the Companies Act, 2013.

A brief profile of the Directors proposed to be appointed and re-appointed in terms of Regulation 36(3) of SEBI (LODR) Regulations, 2015 is given in the AGM Notice contained in the Annual Report. The Board recommends the aforesaid re-appointments for your approval in the ensuing AGM.

Board Meetings

The Board of Directors met 7 times during the Financial Year ended March 31, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and rules made thereunder.

Familiarization Program for Independent Directors

All new directors inducted into the Board are given a detailed orientation and induction. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment setting out the role and responsibilities. The format of the letter of appointment is available on our website.

During the year under review, no new director was inducted on the Board of the Company.

Annual Evaluation of Directors, Committees and Board

Pursuant to the provisions of clause (p) of sub-section (3) of Section 134 the Companies Act, 2013 and pursuant to sub - regulation (10) of Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has adopted an Annual Performance Evaluation Policy. In terms of the Policy and as per the statutory provisions, the Independent Directors had a separate meeting on February 10, 2016 without the presence of the management in which they discussed and evaluated the performance of the Chairman, Executive Directors and KMPs and the Board as a whole through evaluation feedback forms. The Nomination and Remuneration Committee in its meeting held on February 10, 2016 also evaluated the performance of the Individual Directors and the Board as a whole. On the basis of the feedback and report of the Independent Directors and the Nomination and Remuneration Committee, the Board in its meeting held on May 13, 2016 has also evaluated the performance of individual directors, Board Committees and the Board and has noted its satisfaction on the outcome.

Nomination and Remuneration Committee

In accordance with the requirements of Section 178 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof), the Board has constituted the Nomination and Remuneration Committee of the Board which comprises of Ms. Shweta Vyas as the Chairman and Mr. Amit Kumar Dabriwala and Mr. Sivaramakrishnan Iyer as members of the Committee.

The Board has also formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of directors and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The aforementioned detailed policy duly approved and adopted by the Board is appended as Annexure III to this report. The current policy focuses on having an appropriate mix of executive and independent directors to maintain the independence of the Board. There has been no change in the Policy since the last Financial Year. The Board affirms that the remuneration paid to the directors is as per the terms laid out in the Policy and as reviewed and recommended by the Nomination and Remuneration Committee.

Audit Committee

The Audit Committee of the Board of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof) and comprises of Mr. Amit Kumar Dabriwala as the Chairman of the Committee and Mr. Atul Ruia and Ms. Shweta Vyas as members of the Committee. The composition of the Audit Committee is in conformity with the provisions of the said section. The composition, scope and terms of reference of the Audit Committee as amended in accordance with the Act and SEBI (LODR) Regulations 2015 is detailed in the Corporate Governance Report.

During the year under review, the Board of Directors of the Company have accepted all the recommendations of the Committee.

Whistle Blower Policy/Vigil Mechanism for The Directors and Employees

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy/Vigil Mechanism for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee during the Financial Year ended March 31, 2016.

Visit http://www.thephoenixmills.com/PMLWhistleblowerPolicy.pdffor more details related to Whistle Blower Policy/Vigil Mechanism.

The Phoenix Mills Code of Conduct for Regulating & Reporting Trading by Insiders, 2015

The Board of Directors at their meeting held on May 28, 2015 have approved and adopted ''The Phoenix Mills Code of Conduct for Regulating & Reporting Trading by Insiders, 2015'' (''the Insider Trading Policy'') in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy lays down guidelines and procedures to be followed, disclosures to be made while dealing in the securities of the Company. The Policy also states the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of dealings by the employees and to maintain highest ethical standards.

The Insider Trading Policy along with the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company.

Listing Agreement

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were notified by the Securities and Exchange Board of India on September 2, 2015 which came in effect from December 1, 2015. As per the new regulations, all listed companies were required to enter into a fresh Listing Agreement within a period of 6 months from the effective date. The Company entered into a Listing Agreement with BSE Limited and National Stock Exchange of India Limited on December 21, 2015.

Risk Management Policy

The Board of Directors of the Company has framed a Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in periodic management reviews.

Corporate Social Responsibility Policy

As per the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee which comprises of Mr. Ashokkumar Ruia as the Chairman of the Committee and Mr Atul Ruia and Ms. Shweta Vyas as members of the Committee. The Board of Directors of the Company has also adopted and approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy, the details of which have been provided in the CSR Report appended as Annexure IV to this report. The report also contains the composition of the CSR Committee as per Section 135(2) of the Companies Act, 2013.

The CSR Policy of the Company is available on the Company''s website and can be accessed in the link http://www.thephoenixmills. com/CSRPolicy.pdf

Revision of Financial Statement

There was no requirement of revising the financial statements of the Company for the year under review.

Disclosure of Orders Passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company''s operations in future.

Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans, guarantees, investments and securities provided during the Financial Year under review along with the purposes for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof under Section 186 of the Companies Act, 2013, has been given under Note 40 of the Notes to Accounts.

Employee Stock Option Scheme (ESOP)

The details of Equity Shares issued under Employees Stock Option Scheme during the Financial Year under review as required under SEBI (Share Based Employee Benefits) Regulations, 2014 and as per the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Regulations, is annexed as Annexure V to this report.

Details as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at http://www.thephoenixmills.com/DisclosureunderRegulation 14 of ESOP Regulations 2015.pdf.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal Control Systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Further, the Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. Proper policies and procedures are in place to ensure orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2016, the Board of Directors hereby confirm that:

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

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for that period;

c. proper and sufficient care was taken for 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. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Audit

In terms of the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, and the rules made thereunder (including any statutory enactments thereof) the Board had appointed M/s Rathi and Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2015-16. Secretarial Audit Report issued by M/s Rathi and Associates in Form MR-3 for the Financial Year 2015-16 is appended as Annexure VI to this report.

The said report does not contain any observation or qualification or adverse remark requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has re-appointed M/s Rathi and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the Financial Year 2016-17.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. A.M. Ghelani and Company (Firm Regn. No.103173W), Chartered Accountants and M/s. Chaturvedi and Shah (Firm Regn. No. 101720W), Chartered Accountants, Joint Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting.

The said Statutory Auditors have confirmed their respective eligibility as per the provisions of the Companies Act, 2013 and their willingness to act as Auditors of the Company for Financial Year 2016-17, if re-appointed.

The Board recommends the re-appointment of M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants, as the Joint Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s 112th Annual General Meeting.

Auditors'' Report

The matters of emphasis referred by the Auditors in their Report read with the relevant notes given in the Notes to Accounts for the year ended March 31, 2016, are detailed and self-explanatory and do not require any further explanation.

Fraud Reporting

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the Financial Year ended March 31, 2016 made under the provisions of Section 92(3) of the Act in the prescribed Form MGT-9 is appended as Annexure VII to this Report.

Conservation of Energy and Technology Absorption

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3)(A & B) of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

Code of Conduct

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviours of any form. The Code has been posted on the Company''s website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity at the work place, in business practices and in dealing with stakeholders. All the Board members and the Senior Management personnel have confirmed compliance with the Code.

Foreign Exchange Outgo and Earnings

The particulars regarding foreign exchange expenditure and earnings are contained in Note Nos. 29 and 31 of the Notes to Accounts forming part of the financial statements for the Financial Year ended March 31, 2016.

Sexual Harassment Policy

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, estimates and expectations may constitute "forward looking statements" within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

Acknowledgement

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the Regulatory Authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board of Directors For The Phoenix Mills Limited



Place: Mumbai Ashokkumar Ruia

Date: May 13, 2016 Chairman & Managing Director

DIN: 00086762

Regd. Office Address:

462, Senapati Bapat Marg,

Lower Parel, Mumbai - 400013,

CIN: L17100MH1905PLC000200

Tel.: (022) 2496 4307/8/9

Fax.: (022) 2493 8388

Email: corpaffairs@highstreetphoenix.com

Website: www.thephoenixmills.com


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 110th Annual Report of the Company together with the Audited Financial Statements for the year ended March 31,2015.

FINANCIAL RESULTS

(Rs. In Million)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Sales and other Income 4121.90 3747.99

Profit before Interest, Depreciation, Extraordinary Items and Tax 2998.37 2730.73

Less: Interest & Finance Charges 706.66 444.08

Less: Depreciation 310.49 254.38

Profit Before Tax 1138.72 2032.25

Less: Provision for Taxation:

Current Tax 532.00 480.00

Deferred Tax (11.80) 26.70

Net Profit After Tax 618.52 1525.55

Balance brought forward from Previous Year 5674.59 4721.85

Profit available for appropriation 6293.11 6247.40

Appropriations:

General Reserves 200.00 200.00

Proposed Dividend 318.90 318.66

Corporate Dividend Tax 64.92 54.16

Balance Carried Forward to:

Profit & Loss Account 5697.68 5674.59

OPERATIONS

Consumption is one of the central economic themes of 21st century India. With a large Indian middle class emerging as the big force and consumerism getting embedded into our culture, we are clearly more of a consumption play than a pure real estate company. Our retail malls have become highly 'sought after' destinations by the top-end national and international brands. Our mixed-used development portfolio is difficult to replicate, giving us a head-start for 5-6 years. Having created prime retail destinations, we have the ability to attract high-quality occupiers / retailers.

We have 17.88 mn square feet of completed and on-going large format mixed-use and residential projects. We have 9 retail assets with a leasable area of 6.2 million sq. ft. mainly in Tier-1 cities of Mumbai, Bengaluru, Chennai and Pune. All our large-format retail malls are now operational. With an aggregate of more than 2000 stores and a fantastic array of leading domestic and global retail brands, our malls exhibit great substance and large operational scale.

The Phoenix Mills Limited (PML) has emerged as the leading retail led real-estate firm and the largest mall developer / operator across India. We have emerged as a leading commercial and residential property developer through our mixed-use asset development strategy.

We are suitably positioned to capitalise on India's ever-growing consumption story. The response to all our malls has been tremendous, evident through steadily rising consumption numbers. In FY15 the total consumption was Rs. 49 bn. We have seen a CAGR of 38% in the last three years. We are continuing to witness strong footfalls aggregating nearly Rs. 8.6 million per month across our malls indicating strong consumer interest towards our malls as a retail destination.

As each of our malls are nearing maturity in terms of awareness and brand pull,we expect footfalls and consumption numbers to steadily keep growing. Our focus continues to be on maintaining and enhancing our retail-led assets. Palladium Chennai, our luxury mall adjoining Phoenix Marketcity, Chennai, with 0.22 million sq. ft. of leasable area, is currently under construction.

We have an ongoing and planned residential portfolio of approximately 5.5 million square feet of which we have sold over 1.6 million square feet in cities of Bangalore, Chennai and Pune. In addition to this we have more than 1.8 million square feet of completed and planned commercial portfolio in Mumbai and Pune and have a significant upcoming pipeline.

In our hospitality portfolio, Palladium Hotel atop Palladium Mall at HSP Complex is now maturing. With total keys of 389, the Hotel has clocked 66% occupancy for the year ended March 31,2015. The Courtyard by Marriott, our five- star hotel in the tourist city of Agra was launched in January 2015 and is garnering excellent response from all kinds of travellers.

During FY2015, our key focus has been consolidation of our market leadership as the owner, developer and manager of large-format, prime, retail-led assets in the city-centres of India, with multiple options for shopping, entertainment and fine-dining. With our retail-led mixed-use asset development model, we strive to yield the best returns for our shareholders and consumers. We have also increased our equity stakes in most of our SPVs to a majority status, allowing us to accrete them to the holding company.

Management Discussion & Analysis (MDA), which forms a part of this report, deals comprehensively with our current operations and projects in the pipeline. It also deals with the current and future outlook of the Company.

SHARE CAPITAL

During the year under review, the Company issued 1,11,250 equity shares of Rs. 2/- each upon exercise of stock options. Consequently, the paid up equity share capital as on March 31, 2015 stood at Rs. 28,99,13,390 divided into 14,49,56,695 equity shares of Rs. 2 each. During the year, the Company has not issued shares with differential voting rights nor sweat equity shares. Further, the Company has issued 40,250 equity shares of Rs. 2 each upon exercise of stock options during the current financial year upto the date of this report. The paid up equity share capital as on the date of this report stood at Rs. 28,99,93,890 divided into 14,49,96,945 equity shares of Rs. 2 each.

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

DIVIDEND

Your Directors are pleased to recommend, for approval of the Company's shareholders in the ensuing Annual General Meeting (AGM), a final dividend of 110% for the year ended March 31, 2015, i.e. Rs. 2.20/- for each fully paid up equity share of Rs. 2/-. The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

TRANSFER TO RESERVES

The Board has recommended transfer of Rs. 200 Million to the General Reserve out of the amount available for appropriation and an amount of Rs. 5697.68 Million is proposed to be carried forward to the Statement of Profit and Loss.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company under Section 188 of the Companies Act 2013, with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Conseqent upon which details as prescribed in Form AOC-2 are not required to disclosed.

The details of transactions / contracts / arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, is given under Note 24 of the Notes to Accounts, which forms part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

SUBSIDIARY COMPANIES

As on March 31, 2015, the Company has 14 direct subsidiaries, 8 indirect subsidiaries and 8 associates. During the year under review, there were no additions or deletions in the subsidiaries of the Company. However, Savannah Phoenix Private Limited which was an associate earlier, has become a subsidiary of the Company with effect from April 7, 2015. During the year, the Company's Board reviewed the affairs of the subsidiaries on a quarterly basis. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which forms part of the Annual Report. Further a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is given under Note 51(ii) of the Notes to Accounts, which forms part of the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at our registered office.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India. A detailed report on Corporate Governance along with the Certificate of M/s. Rathi & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is appended as Annexure I to this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to Section 197(12) read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II a to this report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 Lakhs or more or employed for part of the year and in receipt of remuneration of Rs. 5 lakhs or more in a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II b to this report.

BOARD OF DIRECTORS

The Board of Directors in their meeting held on October 14, 2014 have appointed Ms. Shweta Vyas as an additional director in the category of Independent Director w.e.f October 14, 2014 to hold office till the conclusion of the ensuing annual general meeting. The Company has received notice from a shareholder under section 160 proposing the candidature of Ms. Shweta Vyas for appointment as an Independent Director.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, and the rules made thereunder (including any statutory enactments thereof) your Directors seek the appointment of Ms Shweta Vyas as Independent Directors for five consecutive years with effect from October 14, 2014. Details of the proposal for the appointment of Ms. Shweta Vyas are mentioned in the Explanatory Statement to the Notice of the 110th Annual General Meeting under Section 102 of the Companies Act, 2013.

Mr. Amit Kumar Dabriwala, Mr. Suhail Nathani, Mr. Amit Dalal, Mr. Sivaramakrishnan Iyer and Ms. Shweta Vyas,

Directors of the Company, qualify to be Independent Directors within the meaning of Section 149 of the Companies Act, 2013 and the Company has received necessary declaration from all Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

Mr. Kiran Gandhi, Whole-time Director on the Company's Board has unfortunately passed away on May 31, 2015 and has accordingly ceased to be a Director. Mr. Gandhi has been associated with the Phoenix Group since 1970 in various capacities including as the head of finance, culminating in his elevation to the Board as a Whole Time Director. The Board places on record, its deep regret and sorrow at his passing and expresses its immense appreciation and gratitude for the invaluable services rendered by Mr. Kiran Gandhi during his long tenure with the Company.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Shishir Shrivastava, Director, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

A brief profile of the Directors proposed to be appointed and re-appointed as required by Clause 49 of the Listing Agreement is given in the AGM Notice contained in the Annual Report. The Board recommends the same for Shareholders' approval in the ensuing AGM.

BOARD MEETINGS

The Board of Directors met 7 times during the financial year ended March 31,2015, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and rules made thereunder.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has adopted an Annual Performance Evaluation Policy. In terms of the Policy and as per the statutory provisions, the Independent Directors had a separate meeting on February 4, 2015 without the presence of the management in which they discussed and evaluated the performance of the Chairman, Executive Directors and KMPs and the Board as a whole through evaluation feedback forms. The Nomination and Remuneration Committee also evaluated the performance of the Individual Directors and the Board as a whole. On the basis of the feedback and report of the Independent Directors and the Nomination and Remuneration Committee, the Board has also evaluated the performance of individual directors, Board Committees and the Board and has noted its satisfaction on the outcome.

NOMINATION AND REMUNERATION COMMITTEE

In accordance with the requirements of Section 178 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof), the Board has constituted the Nomination and Remuneration Committee of the Board which comprises of Mr. Suhail Nathani as the Chairman and Mr. Amit Kumar Dabriwala, Mr. Sivaramakrishnan Iyer and Ms. Shweta Vyas as members of the Committee.

The Board has also formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of directors and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The aforementioned detailed policy duly approved and adopted by the Board is appended as Annexure III to this report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof). The composition of the Audit Committee is in conformity with the provisions of the said section. The composition, scope and terms of reference of the Audit Committee as amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges is detailed in the Corporate Governance Report.

During the year under review, the Board of Directors of the Company have accepted all the recommendations of the Committee.

WHISTLE BLOWER POLICY / VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy / Vigil Mechanism for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right / option to report their concern / grievance to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee during the financial year ended March 31, 2015.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. Visit http://www.thephoenixmills.com/PMLWhistleblowerPolicy.pdf for more details related to Vigil Mechanism Policy.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in periodic management reviews.

CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The Board of Directors of the Company has also adopted and approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy, the details of which have been prescribed in the CSR Report appended as Annexure IV to this report. The report also contains the compositon of the CSR Committee as per Section 135(2) of the Companies Act, 2013.

The CSR Policy of the Company is available on the Company's website and can be accessed in the link http://www. thephoenixmills.com/CSRPolicy.pdf.

REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements for the year under review.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Full particulars of loans, guarantees, investments and securities provided during the financial year under review along with the purposes for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof, has been is given under Note 39 of the Notes to Accounts, which forms part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company in its meeting held on December 19, 2007 has formulated and adopted The Phoenix Mills Employees Stock Option Plan 2007 which was approved by the shareholders on January 31, 2008. The aggregate number of options that may be granted under this scheme shall not exceed 33,90,000 Equity Shares of Rs. 2 each.

The details of equity shares issued under Employees Stock Option Scheme during the financial year under review as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and as per the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, is annexed as Annexure V to this report.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Further, the internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2015, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit / loss of the Company for that year;

c. proper and sufficient care was taken 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. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL AUDIT

In terms of the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, and the rules made thereunder (including any statutory enactments thereof) the Board had appointed M/s Rathi and Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2014-15.

Secretarial Audit Report issued by M/s Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2014-15 is appended as Annexure VI to this report.

The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has re-appointed M/s Rathi and Associates, Company Secretaries as the Secretarial Auditors of the Company for the financial year 2015-16.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. A.M. Ghelani and Company (Firm Regn. No. 103173W), Chartered Accountants and M/s. Chaturvedi and Shah (Firm Regn. No. 101720W), Chartered Accountants, Joint Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting.

The said Statutory Auditors have confirmed their respective eligibility as per the provisions of the Companies Act, 2013 and their willingness to act as Auditors of the Company for Financial Year 2015-16, if re-appointed.

The Board recommends the re-appointment of M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company's 111th Annual General Meeting.

AUDITORS' REPORT

The matters of emphasis referred by the Auditors in their Report read with the relevant notes given in the Notes to Accounts for the year ended March 31, 2015, are detailed and self-explanatory and do not require any further explanation.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92(3) of the Act is appended as Annexure VII to this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3)(A & B) of Companies' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

CODE OF CONDUCT

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form. The Code has been posted on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board members and the Senior Management personnel have confirmed compliance with the Code.

FOREIGN EXCHANGE OUTGO AND EARNINGS

The particulars regarding foreign exchange expenditure and earnings are contained in Note Nos. 29 and 30 of the Notes to accounts forming part of the financial statements for the year ended March 31,2015.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Company's objectives, estimates and expectations may constitute "forward looking statements" within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board For The Phoenix Mills Limited

Date: June 20, 2015 Ashokkumar Ruia Place: Mumbai Chairman & Managing Director DIN: 00086762

Regd. Office Address: 462, Senapati Bapat Marg, Lower Parel, Mumbai - 400013, CIN: L17100MH1905PLC000200 Tel.: (022) 2496 4307 / 8 / 9 Fax.: (022) 2493 8388 Email: info@thephoenixmills.com, Website: www.thephoenixmills.com


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 109th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in million)

Year ended Year ended Particulars 301.03.2014 31.03.2013

Sales and other Income 3,747.99 3,271.28

Profit before Interest, Depreciation, Extraordinary Items and Tax 2,730.73 2,350.77

Less: Interest & Finance Charges 444.08 264.96

Less: Depreciation 254.38 275.40

Profit Before Tax 2,032.25 1,810.41

Less: Provision for Taxation:

Current Tax 480.00 473.50

Deferred Tax 26.70 (1.89)

Net Profit Afer Tax 1,525.55 1,338.79

Balance brought forward from Previous Year 4,721.85 3,955.88

Profit available for appropriation 6,247.40 5,294.67

Appropriations:

General Reserves 200.00 200.00

Proposed Dividend 318.66 318.66

Corporate Dividend Tax 54.16 54.16

Balance Carried Forward to:

Profit & Loss Account 5,674.59 4,721.86

OPERATIONS

The Phoenix Mills Limited (PML) has emerged as the leading retail led real-estate firm and the largest mall developer/operator across India. We have 22 rare and irreplaceable city-centric realty assets (retail, residential, commercial and hospitality) and over 6 million sq. f. of prime retail space under management. We have emerged as a leading commercial and residential property developer through our mixed-use asset development strategy.

Till date, we have delivered a multitude of projects aggregating nearly approx. 9 million sq. f. mainly in Tier-1 cities of Mumbai, Bengaluru, Chennai and Pune. We have 7 mega malls under direct management and 4 malls in Tier-II cities through strategic tie-ups and investments, with a gross leasable area of approximately 7 million sq. f. All our large-format retail malls are now operational. With an aggregate of 1900 stores and a fantastic array of approx. 400 leading domestic and global retail brands, our malls exhibit great substance and large operational scale. We have established our presence in major metros and Tier II cities of India.

Today, PML is suitably positioned to capitalise on India''s ever-growing consumption story. Te response to our HSP Complex and four distinctive Phoenix Marketcity malls has been tremendous, evident through steadily rising consumption numbers (total consumption of approx. Rs. 37 bn. in Tier I cities) and average trading density of Rs. 1,152 psf pm. We are continuing to witness strong footfalls aggregating nearly 7.5 million per month across our malls indicating strong consumer interest towards our malls as a retail destination.

As each of our malls mature in terms of awareness and brand pull, we expect footfalls and consumption numbers to steadily keep growing. Our focus continues to be on maintaining and enhancing our retail-led assets. Palladium Premio, our luxury mall adjoining Phoenix Marketcity, Chennai, with 0.21 million sq. f. of leasable area, is currently under construction.

During FY2014, our key focus has been consolidation of our market leadership as the owner, developer and manager of large- format, prime, retail-led assets in the city-centres of India, with multiple options for shopping, entertainment and fine-dining. With our retail-led mixed-use asset development model, we strive to yield the best returns for our shareholders and consumers.

In our hospitality portfolio, Palladium Hotel atop Palladium Mall at HSP Complex is now maturing. With the current inventory of 309 rooms (this will ramp up to 384 rooms/suites/serviced apartments), the Hotel has clocked 46% occupancy as on 31st March, 2014. The Courtyard by Marriott, our five-star hotel in the tourist city of Agra, is fast nearing completion and is scheduled to be launched during FY15.

Meanwhile, we continue to focus on smooth execution of our ''for sale'' commercial and residential projects currently under construction and our hotel in Agra, aggregating to nearly 6.7 million sq. f. of saleable/built-up area. These include upmarket residential, commercial and hospitality assets in Mumbai, Bengaluru, Chennai, Pune and Agra. These projects are under various stages of development and are scheduled to be made operational over the next four years. Through these assets, we are showcasing how we create large-scale world-class retail destinations and deliver multiple projects within time and budget.

Management Discussion & Analysis (MDA), which forms a part of this report, deals comprehensively with our current operations and projects in the pipeline. It also deals with the current and future outlook of the Company.

DIVIDEND

Your Directors are pleased to recommend, for approval of the Company''s shareholders in the ensuing Annual General Meeting (AGM), a final dividend of 110 % for the year ended 31st March, 2014, i.e. Rs. 2.20/- for each fully paid up equity share of Rs. 2/-.

Te said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

BOARD OF DIRECTORS:

Mr. Gautam Nayak, Director of the Company, resigned from the Board of Directors of the Company with effect from 28th May, 2014. The Board places on record its appreciation for the valuable services provided by him during his tenure as the Director of the Company.

Mr. Amit Kumar Dabriwala, Mr. Suhail Nathani, Mr. Amit Dalal and Mr. Sivaramakrishnan Iyer, Directors of the Company, qualify to be Independent Directors within the meaning of Section 149 of the Companies Act, 2013 and the Company has received declaration of Independence from the abovestated Independent Directors.

Consequent to the notification of Section 149(4) and other applicable provisions of the Companies Act, 2013, your Directors seek the appointments of Mr. Amit Kumar Dabriwala, Mr. Suhail Nathani, Mr. Amit Dalal and Mr. Sivaramakrishnan Iyer as Independent Directors for a term upto 31st March, 2019. Details of the proposal for the appointment of Mr. Dabriwala, Mr. Nathani, Mr. Dalal and Mr. Iyer are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 109th Annual General Meeting.

Mr. Pradumna Kanodia and Mr. Shishir Shrivastava, Directors, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief profile of the Directors proposed to be appointed and re-appointed as required by Clause 49 of the Listing Agreement is given in the AGM Notice contained in this Annual Report. The Board recommends the same for Shareholders'' approval in the ensuing AGM.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and accounts are being sent to all shareholders of the Company excluding the Statement containing the particulars of employees to be provided under the Act. Any shareholder interested in obtaining such particulars may write to the Company at its registered ofce.

EMPLOYEE STOCK OPTION PLAN (ESOP):

Te disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 form part of the Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

- in preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of afairs of the Company as at 31st March , 2014 and of the Profit of the company for the year ended on that date;

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

- the Annual Accounts for the year ended 31st March, 2014 have been prepared on going concern basis.

CORPORATE GOVERNANCE:

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certifcate from M/s. Rathi & Associates, Company Secretaries in practice, confirming compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

Your Company has voluntarily obtained a ''Secretarial Audit Report'' for the financial year ended 31st March, 2014 from M/s. Rathi & Associates, Company Secretaries in practice, which is annexed to this report.

STATUTORY AUDITORS:

M/s. A.M. Ghelani and Company, Chartered Accountants (Firm Regn. No. 103173W) and M/s. Chaturvedi and Shah, Chartered Accountants (Firm Regn. No. 101720W), Joint Statutory Auditors of the Company retire at the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and they are eligible for re-appointment.

Te said Statutory Auditors have confirmed their respective eligibility as per the provisions of the Companies Act, 2013 and their willingness to act as Auditors of the Company for Financial Year 2014-15, if re-appointed. Te Audit Committee and the Board of Directors recommend their appointment from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s 110th Annual General Meeting.

AUDITORS'' REPORT:

The observations made by the Auditors in their Report read with the relevant notes given in the Notes on Accounts for the year ended 31st March, 2014, are detailed and self-explanatory and do not require any further explanation.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as of the date of the Balance Sheet.

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, estimates and expectations may constitute "forward looking statements" within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and the BSE Limited. The annual listing fees for the year 2014-15 has been paid to these Exchanges.

SUBSIDIARY COMPANIES:

During the year under review, Offbeat Developers Private Limited and Classic Mall Development Company Private Limited have become subsidiaries of the Company.

The Ministry of Corporate Affairs, Government of India, vide its General Circular has provided an exemption to companies from attaching the Financial Statements of subsidiary companies. Accordingly, the Annual Report 2013-14 does not contain the financial statements of our subsidiaries. The audited annual accounts and other related information of our subsidiaries will be made available upon request. The same will also be available for inspection during business hours at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE OUTGO AND EARNINGS:

The particulars regarding foreign exchange expenditure and earnings are contained in Note Nos. 29 to 31 of the Notes forming part of the financial statements for the year ended 31st March, 2014.

ACKNOWLEDGEMENT:

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co- operation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited

Date: 28th May, 2014 Ashokkumar Ruia

Place: Mumbai Chairman & Managing Director

DIN: 00086762


Mar 31, 2013

The Directors are pleased to present the 108th Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in million)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Sales and other income 3,271.28 2,437.77

Profit before Interest, Depreciation, Extraordinary Items and Tax 2,350.77 1,857.62

Less: Interest & Finance Charges 264.96 165.45

Less: Depreciation 275.40 282.94

Profit Before Tax 1,810.41 1,409.24

Less: Provision for Taxation:

Current Tax 473.50 371.50

Deferred Tax (1.89) 15.68

Net Profit After Tax 1,338.79 1,053.42

Balance brought forward from Previous Year 3,955.88 3,439.14

Profit available for appropriation 5,294.67 4,492.56

Appropriations:

General Reserves 200.00 200.00

Proposed Dividend 318.66 289.69

Corporate Dividend Tax 54.16 46.99

Balance Carried Forward to:

Profit & Loss Account 4,721.86 3,955.88

OPERATIONS

The Phoenix Mills Limited (PML) has today garnered the reputation for being a leading retail led real-estate firm and one of the largest mall operators across India. It is the standard bearer in the retail industry with 11 irreplaceable city-centric malls that have become landmarks in themselves. With 11 large malls in 9 cities across India, PML has achieved an unprecedented scale and size of nearly 7.0 Mn sq. ft. of prime retail space under its portfolio. With our retail-led mixed-use asset development model, we strive to yield optimum returns for our shareholders and consumers.

We have transformed ourselves into the first malls of choice for our discerning consumers with some terrific ''first time'' brands at our HSP Mall, the four Phoenix Marketcities as well as at malls under our investee companies. Through an aggregate of nearly 2,000 stores and a fantastic array of hundreds of national and international retail brands across categories like Apparels, Accessories, Footwear, Electronics, Jewellery, F&B, Entertainment, etc, our malls exhibit great substance and large operational scale.

With three of our new big-ticket projects getting delivered during the year, FY2013 has turned out to be as prolific as FY2012. We are elated with the opening of our first hospitality project, the five-star hotel - Shangri-La in Mumbai, a premium mall-Phoenix Marketcity in Chennai and the launch of Phase I pre-sales at our large-scale standalone residential project - One Bangalore West during the year. All four distinctive malls under the Phoenix Marketcity franchise are now completely operational.

Phoenix Marketcity malls have received tremendous response from customers, evident from healthy footfalls and steadily rising consumption numbers. Across HSP and the three Phoenix Marketcity malls (excluding Phoenix Marketcity Chennai which opened only in January ''13), we continue to witness strong footfalls averaging nearly 1.0 Mn per month and healthy four-wheeler arrivals at nearly 65,000 cars per month, translating into high consumer spending. Meanwhile, Shangri-La Hotel which opened in December 12 clocked 54% occupancy for the quarter ending March ''13. Healthy traction was witnessed in sales of residential and commercial assets with pending inventories of ''Centrium'' (earlier 15 LBS) at Kurla, Mumbai and ''East Court, Pune being nearly sold out during the year. ''One Bangalore West'' received an unprecedented response when pre-sales of more than Rs. 6 Bn was achieved within first three days of its launch in September 12''

While we focus on attaining optimum operations at each of our malls, our project teams have centered their attention to the smooth execution of for-sale assets which are currently under construction. The development pipeline includes upmarket residential and commercial assets in Mumbai, Bangalore, Chennai and Pune with nearly 6 Mn sq. ft. of saleable area. Each of the projects is under various stages of development and scheduled to be launched between FY2014 and FY2016'' Moreover with ''Courtyard by Marriott1 hotel at Agra receiving finishing touches, we look forward to a grand launch of the property in this calendar year.

Management Discussion & Analysis (MDA), which forms a part of this report, deals comprehensively with our current operations and projects in the pipeline. It also deals with the current and future outlook of the Company.

DIVIDEND

Your Directors are pleased to recommend, for approval of the Company''s shareholders at the ensuing Annual General Meeting (AGM), a final dividend of 110% for the year ended March 31, 2013, i.e. Rs. 2.20/- for each fully paid up equity share of Rs. 2/-.

The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

CHANGES IN CAPITAL STRUCTURE

During the year under review, the Authorized Share Capital of the Company was increased from Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 15,00,00,000 (Fifteen Crores) Equity Shares of Rs. 2/- each to Rs. 45,00,00,000/- (Rupees Forty Five Crores only) divided into 22,50,00,000 (Twenty Two Crores Fifty Lacs) Equity Shares of Rs. 2/- each by creation of 7,50,00,000 (Seven Crores Fifty Lacs) new Equity Shares of Rs. 2/- each ranking pari passu with the existing Equity Shares of the Company.

RENEWAL OF SHAREHOLDERS APPROVAL ACCORDED AT EGM HELD ON JUNE 8, 2012 FOR FURTHER ISSUE OF SECURITIES

The shareholders at their Extra Ordinary General Meeting held on June 8, 2012 (EGM), had approved the proposal to raise funds upto Rs. 1000,00,00,000/-(Rupees One Thousand Crores) composed of or a combination of the issue of equity shares and/or any other convertible instruments in one or more tranches through Qualified Institutional Placement, Global Depository Receipts, American Depository Receipts, Foreign Currency Convertible Bonds and/or preferential issue and/or any other kind of public issue and/or private placement and/or any securities convertible into equity shares at the option of the Company as may be permitted under applicable laws from time to time at such terms and conditions as the Board of Directors may deem fit. It was contemplated that the proceeds of the proposed issue would be used among others to augment working capital requirements, fast track completion of the balance phases under development of existing projects, finance acquisitions for new projects, augment funding requirement for investment in subsidiaries/consolidation of holdings in project special purpose vehicles and for corporate purposes. The said EGM resolution was valid until June 7, 2013. It is proposed to renew the same by passing fresh resolution of shareholders at the ensuing AGM of the Company.

BOARD OF DIRECTORS

Mr. Amit Kumar Dabriwala and Mr. Suhail Nathani, Directors on the Company''s Board, retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.

Mr. Gautam Nayak has been appointed as an Additional Director of the Company on January 14, 2013. Mr. Nayak is an Independent, Non-Executive Director on the Company''s Board. In accordance with the provisions of the Companies Act, 1956, Mr. Gautam Nayak, in his capacity as Additional Director, will cease to hold office at the ensuing Annual General Meeting. The Company has received notice along with requisite fee from a Member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Gautam Nayak, as Director of the Company. The Board recommends his appointment.

A brief profile of the said Director as required under Clause 49 of the Listing Agreement is given in the AGM Notice contained in this Annual Report. The Board recommends the same for Shareholders'' approval at the ensuing AGM.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors'' Report.

However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company at its registered office.

EMPLOYEE STOCK OPTION SCHEME (ESOP):

The disclosure required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in the Annexure to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

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

- the annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate from M/s Rathi & Associates, Company Secretaries in practice, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

Your Company has voluntarily obtained a ''Secretarial Audit Report'' for the financial year ended March 31, 2013 from M/s Rathi & Associates, Company Secretaries in Practice, which is annexed to this report.

AUDITORS

M/s A.M. Ghelani and Company, Chartered Accountants and M/s Chaturvedi and Shah, Chartered Accountants, Joint Statutory Auditors of the Company retire at the ensuing AGM. They have confirmed their respective eligibility and willingness to act as Auditors of the Company for FY 2013-14, if re-appointed.

AUDITORS'' REPORT

The observations made by the Auditors in their Report read with the relevant notes given in the Notes on Accounts for the year ended March 31, 2013, are detailed and self-explanatory and do not require any further explanation.

PUBLIC DEPOSITS

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

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fee for the year 2013-14 has been paid to these Exchanges.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated 8th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the financial statements of our subsidiaries. The audited annual accounts and other related information of our subsidiaries will be made available upon request. The same will also be available for inspection during business hours at our registered office.

During the year under review, Island Star Mall Developers Private Limited has become a subsidiary of your Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE OUTGO AND EARNINGS

The particulars regarding foreign exchange expenditure and earnings are contained in Note Nos. 30 to 32 of the Notes forming part of the financial statements for the year ended March 31, 2013.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The company expresses its gratitude to the customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agent, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited

Date: May 30, 2013 Ashokkumar Ruia

Place: Mumbai Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the 107th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in million)

Particulars Year ended Year ended 31st March, 2012 31st March, 2011

Sales and other Income 2,437.77 2,088.78

Profit before Interest, Depreciation, Extraordinary Items and Tax 1,857.62 1,576.66

Less: Interest & Finance Charges 165.45 85.52

Less: Depreciation 282.94 277.26

Profit Before Tax 1,409.24 1,213.88

Less: Provision for Taxation:

Current Tax 371.50 287.50

Deferred Tax 15.68 9.86

Net Profit After Tax 1,053.42 916.52

Balance brought forward from Previous Year 3,439.14 3,025.65

Profit available for Appropriation 4,492.56 3,942.17

Appropriations:

General Reserves 200.00 200.00

Proposed Dividend 289.69 260.72

Corporate Dividend Tax 46.99 42.30

Balance Carried Forward to: Profit & Loss Account 3,955.88 3,439.15

OPERATIONS:

The Phoenix Mills Limited is today widely considered to be a peer in the large retail mall format across India. Side by side, it is gradually making its mark in a variety of realty asset classes, namely commercial, residential and hospitality. These successes stem from the Company's firm belief in its mixed-use development model in which the proximity of one asset class to another creates additional value. In great part, FY2012 was a key milestone year on multiple fronts and was delivered with strong results by an astute and diligent management team that took project execution and mall operations to a loftier level. During FY2012, the Company progressed fruitfully on all three fronts: new launches, mall operations and on-going project execution.

With respect to new launches, the Company is proud to have completed and launched three mega malls in Pune, Bangalore and Kurla, Mumbai. With much anticipation and fanfare, these malls, unique in their own ways, received great reviews and appreciation from both retailers and consumers alike. Along with its legacy mall in Lower Parel and the fourth Phoenix Marketcity about to open in Chennai in FY2013, the Company has reached an unprecedented size and scale with 5 flagship in-city retail assets within its portfolio.

In terms of operations, the Company saw the footfalls and consumer spends reach record numbers at High Street Phoenix and Palladium, exceeding 1.5 million visitors per month on average. The three Phoenix Marketcity malls in Pune, Bangalore and Kurla, Mumbai all witnessed positive early response from consumers, which is expected to further improve over the next few years as each mall matures and becomes a magnet to a large number of loyal visitors.

In terms of projects, the Company is in advanced stages of construction and completion for its fourth Phoenix Marketcity in Chennai, which is expected to go into operations by Q2FY2013. It is also in advanced stages of construction and readiness for its premium luxury hotel The Shangri-La in Mumbai, which is expected to commence services in Q2FY2013. The Company has also progressed satisfactorily with its numerous commercial and residential projects in Pune, Bangalore and Chennai (Phase II of its Marketcity projects), which are at various stages of their development as planned.

The report on Management Discussion and Analysis (MDA), which forms part of this report, inter-alia, deals comprehensively with the operations and also current and future outlook of the Company.

DIVIDEND:

Your Directors are pleased to recommend, for approval of the Company's Shareholders in the ensuing Annual General Meeting (AGM), a final dividend of 100% for the year ended 31st March, 2012, i.e., Rs. 2/- for each fully paid up equity share of Rs. 2/-. The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the Shareholders.

FURTHER ISSUE OF SECURITIES:

The Shareholders at their Extra Ordinary General Meeting held on 08th June, 2012, approved the proposal to raise funds upto 1000,00,00,000/-(Rupees One Thousand Crores only) composed of or a combination of the issue of equity shares and/or any other convertible instruments in one or more tranches through a Qualified Institutional Placement, Global Depository Receipts, American Depository Receipts, Foreign Currency Convertible Bonds and/or preferential issue and/or any other kind of public issue and/or private placement and/any securities convertible into equity shares at the option of the Company as may be permitted under applicable laws from time to time at such terms and conditions as the Board of Directors may deem fit. It is contemplated that the proceeds of the proposed issue would be used among others to augment working capital requirements, fast track completion of the balance phases under development of existing projects, finance acquisitions for new projects, augment funding requirement for investment in subsidiaries/consolidation of holdings in project special purpose vehicles and for corporate purposes.

BOARD OF DIRECTORS:

Mr. Kiran Gandhi, Whole-Time Director and Mr. Amit Dalal, Independent Director on the Company's Board, retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. A brief profile of the said Directors as required by Clause 49 (IV) (G) of the Listing Agreement is given in the AGM Notice contained in this Annual Report. The Board recommends the same for Shareholders' approval in the ensuing AGM.

Mr. Shribhanu Patki has resigned from the Board of Directors of the Company with effect from 28th June, 2012, due to his other commitments. The Board places on record its appreciation, for the contribution made by Mr. Patki during his tenure on the Board of the Company.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors' Report.

However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report and accounts are being sent to all Shareholders of the Company excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company at its Registered Office.

EMPLOYEE STOCK OPTION SCHEME (ESOP):

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in the Annexure to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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;

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

- the annual accounts for the year ended 31st March, 2012 have been prepared on going concern basis.

CORPORATE GOVERNANCE:

Your Company's commitment to effective Corporate Governance continues and the Company has always been at the forefront of benchmarking its internal systems and policies with accepted standards so as to facilitate the creation of long term value for its Shareholders.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled “Corporate Governance” is attached to this Annual Report along with a certificate from M/s Rathi & Associates, Company Secretaries in Practice, regarding the Company's compliance with the requirements of the Listing Agreement.

Your Company has voluntarily obtained a ‘Secretarial Audit Report' for the financial year ended 31st March, 2012 from M/s. Rathi & Associates, Company Secretaries in practice, which is annexed to this report.

AUDITORS:

M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants, Joint Statutory Auditors of the Company retire at the ensuing AGM. They have confirmed their respective eligibility and willingness to act as Auditors of the Company for the FY 2012-13, if re-appointed.

AUDITORS' REPORT:

The observations made by the Auditors in their Report read with the relevant notes given in the Notes on Accounts for the year ended 31st March, 2012, are detailed and self-explanatory and do not require further clarification under section 217 (3) of the Companies Act, 1956.

PUBLIC DEPOSITS:

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

SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated 08th February, 2011, has provided an exemption to companies from complying with Section 212 of the Companies Act, 1956, provided,such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the financial statements of our subsidiaries. The audited annual accounts and other related information of our subsidiaries will be made available upon request. The same will also be available for inspection during business hours at our registered office.

During the year under review, the following companies have become subsidiaries of your Company:

- Mugwort Land Holdings Private Limited.

- Phoenix Hospitality Company Private Limited.

- Alliance Hospitality Services Private limited.

- Platinum Spaces Private Limited (formerly known as ‘Platinum Hospitality Services Private Limited').

- Sangam Infrabuild Corporation Private Limited.

- Graceworks Realty & Leisure Private Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

During the year under review, your Company has neither undertaken any manufacturing activity nor any research and development activities in the field of construction, etc., nor imported any technology in relation thereto. Hence, there are no particulars regarding conservation of energy & technology for being furnished in this Annual Report.

FOREIGN EXCHANGE OUTGO AND EARNINGS:

The particulars regarding foreign exchange expenditure and earnings are contained in Note 34, Note 35 and Note 36 of the notes forming part of the financial statements for the year ended 31st March, 2012.

ACKNOWLEDGEMENT:

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

The company expresses its gratitude to the Customers for their trust and confidence in the Company. In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited

Date : 11th July, 2012 Ashokkumar Ruia

Place: Mumbai Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 106th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2011.

FINANCIAL RESULTS:

(Rs. in million)

Particulars Year ended Year ended

31.03.2011 31.03.2010

Sales and other Income 2,088.45 1,397.96

profit before Interest, Depreciation, Extraordinary Items and Tax 1,576.66 986.46

Less: Interest & Finance Charges 85.52 85.53

Less: Depreciation 277.26 160.47

profit Before Tax 1,213.88 740.46

Less: Provision for Taxation:

Current Tax 287.50 151.50

Deferred Tax 9.86 (9.96)

Net profit After Tax 916.52 598.92

Balance brought forward from Previous Year 3,025.65 2,830.08

profit available for appropriation 3,942.17 3,429.00

Appropriations:

General Reserves 200.00 200.00

Proposed Dividend 260.72 173.81

Corporate Dividend Tax 42.30 29.54

Balance Carried Forward to:

profit & Loss Account 3,439.15 3,025.65

OPERATIONS:

The highlight of the year in terms of operations has been exceptional performance of High Street Phoenix and Palladium, both in terms of footfalls and trade conducted at the property. Parrallelly, the Company progressed towards fnishing the retail and commercial space under Phase I at Phoenix Marketcity Pune, to the extent that the mall was able to start operations in June 2011. The Company also made satisfactory progress with the marketing and construction of all its other Marketcity projects, of which Bangalore and Kurla, Mumbai are expected to be launched in September'11 and by Q3 FY2012 respectively, while Chennai is expected to become operational by Q4 FY2012. The Company also progressed with its other projects at various stages of their developments. The report on Management Discussion and Analysis (MDA), which forms part of this report, inter-alia, deals comprehensively with the operations and also current and future outlook of the Company.

DIVIDEND:

Your Directors are pleased to recommend, for approval of the Company's shareholders in the ensuing Annual General Meeting (AGM), a final dividend of 90 % for the year ended 31st March, 2011, i.e., Rs. 1.80/- for each fully paid up equity share of Rs. 2/-.

The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

BOARD OF DIRECTORS:

The Company's shareholders had in the AGM held on 28th September, 2010 approved the appointment of Mr. Shishir Shrivastava as the Company's Executive Director for a period of five years w.e.f. 18th March, 2010.

In view of the outstanding performance and contribution made by Mr. Shishir Shrivastava to the Company's progress in the year under review, the Company's Board has, in its meeting held on 30th July, 2011 approved the elevation of Mr. Shrivastava to the position of Group Chief Executive officer & Joint Managing Director of the Company for a period of five years w. e. f. 30th July, 2011.

Mr. Shishir Shrivastava has been appointed as Joint Managing Director on the Company's Board w. e. f. 30th July, 2011, for a period of 5 years without payment of remuneration to him by the Company, subject to approval of the shareholders in the ensuing Annual General Meeting. The Board recommends the same for shareholders' approval in the ensuing AGM.

Mr. Pradumna Kanodia has been appointed as an Additional Director on the Company's Board w. e. f. 28th April, 2011 and holds office till the ensuing Annual General Meeting of the Company. A Notice has been received from a member proposing his candidature as Director of the Company and the Board recommends the same for shareholders' approval in the ensuing AGM.

Mr. Kanodia has also been appointed as Director-Finance on the Company's Board w.e.f. 28th April, 2011 for a period of 5 years without payment of remuneration to him by the Company, subject to approval of the shareholders in the ensuing Annual General Meeting. The Board recommends the same for shareholders' approval in the ensuing AGM.

In the AGM held on 23rd September, 2008, Mr. Kiran Gandhi had been appointed as the Whole-Time Director on the Company's Board for a period of three years from 22nd April, 2008. Accordingly, his term ended on 21st April, 2011. The Company's Board in its meeting held on 28th April, 2011 has re-appointed Mr. Kiran Gandhi as Whole-Time Director w. e. f. 22nd April, 2011 for a further period of three years, subject to shareholders' approval in the ensuing AGM. The Board recommends the said re-appointment for shareholders' approval in the ensuing AGM.

Mr. Shribhanu Patki and Mr. Sivaramakrishnan Iyer, Independent Directors on the Company's Board, retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. A brief profle of the said directors as required by Clause 49 (IV) (G) of the Listing Agreement is given in the AGM Notice contained in this Annual Report. The Board recommends the same for shareholders' approval in the ensuing AGM.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors' Report.

However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company at its Registered office.

EMPLOYEE STOCK OPTION SCHEME (ESOP):

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in the Annexure to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that: y in preparation of the annual accounts, the applicable accounting standards have been followed;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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;

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

- the annual accounts for the year ended 31st March, 2011 have been prepared on going concern basis.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and comply with all applicable regulatory norms. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Corporate Governance" is attached to this Annual Report along with a certifcate from M/s Rathi & Associates, Company Secretaries in practice, regarding the Company's compliance with the requirements of the Listing Agreement.

Your Company has voluntarily obtained a ‘Secretarial Audit Report' for the financial year ended 31st March, 2011 from M/s. Rathi & Associates, Company Secretaries in practice, which is annexed to this report.

AUDITORS

M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants, Joint Statutory Auditors of the Company retire at the ensuing AGM. They have confrmed their respective eligibility and willingness to act as Auditors of the Company for the FY 2011-12, if re-appointed.

AUDITORS' REPORT

The observations made by the Auditors in their Report read with the relevant notes given in the Notes on Accounts for the year ended 31st March, 2011, are detailed and self-explanatory and do not require further clarifcation under section 217 (3) of the Companies Act, 1956.

PUBLIC DEPOSITS

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

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated 8th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2010-11 does not contain the financial statements of our subsidiaries. The audited annual accounts and other related information of our subsidiaries will be made available upon request. The same will also be available for inspection during business hours at our registered office.

During the year under review, the Company has acquired Butala Farm Lands Private Limited and Pinnacle Real Estate Development Pvt. Ltd. as its wholly-owned subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

During the year under review, your Company has neither undertaken any manufacturing activity nor any research and development activities in the field of construction, etc., nor imported any technology in relation thereto. Hence, there are no particulars regarding conservation of energy & technology for being furnished in this Annual Report.

FOREIGN EXCHANGE OUTGO AND EARNINGS:

The particulars regarding foreign exchange expenditure and earnings are contained in item nos. 13 and 14 of schedule "R" annexed to and forming part of the financial statements.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited

Place: Pune Ashokkumar Ruia

Date: 30th July, 2011. Chairman & Managing Director


Mar 31, 2010

The Directors are pleased to present the 105th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs in million,)

Particulars Year ended Year ended 31.03.2010 31.03.2009

Salesand other Income 1,397.96 1,400.33

Profit before Interest, Depreciation, Extraordinary items and Tax 986.46 1100.90

Less: Interest & Finance Charges 85.53 49.48

Less: Depreciation 160.47 83.71

Profit before Tax 740.46 967.71

Less: Provision forTaxation

CurrentTax 151.50 186.00 Fringe Benefit Tax - 2.40

Deferred Tax (9.96) (2.86)

Net Profit after tax 598.92 782.17

Balance broughtforwardfrom Previous Year 2,830.08 2,517.38

Profit availableforappropriation 3,429.00 3,299.55

Appropriations:

Proposed Dividend 173.81 144.85

Corporate Dividend Tax 29.54 24.62

Balance Carried Forward to:

(a) General Reserves 200.00 300.00

(b) Profit&LossAccount 3,025.65 2,830.08

OPERATIONS:

The most significant development during the year in review has been the launch of "Palladium", our new premium mall at High Street Phoenix (HSP). During the year in review, occupancy levels, footfall and retailer demand at HSP have been very encouraging. The reporton Management Discussion and Analysis (MDA), which forms part of this Report, inter-alia, deals compre hensively with the operations as also current and future outlook of the Company.

DIVIDEND:

Your Directors are pleased to recommend to pay final dividend at the rate of 60% (Rs.1.2 for each fully paid equity share of Rs.2/-each)subject to the approval of the shareholders in the ensuing annual general meeting.

The dividend declared for the year2009-10 shall not be taxable in the hands of the shareholders.

BOARD OF DIRECTORS:

A. Mr. Anand Bajoria resigned from the Board of Directors with effect from 11th March, 2010.

B. Mr. Bharat Bajoria resigned from the Board of Directors with effect from 6th August, 2010.

C. Re-appointment of Mr. Ashokkumar Ruia and Mr. Atul Ruia as the Chairman & Managing Director and Joint Managing Director, respectively:

The Board of Directors of the Company at its meeting held on 28th January, 2010, subject to the approval of the shareholders, re-appointed Mr. Ashokkumar Ruia as the Chairman & Managing Director of the Company and Mr. Atul Ruia as the Joint Managing Director of the Company w.e.f. 1st April, 2010forfurther period of 5 (five) years on the revisedterms and conditions. The Board recommends thesaid re- appointments for the shareholder sapproval.

D.Appointment of Mr.Shi shir Shrivastavaasan Executive Director:

During the year under review, Mr. Shishir Shrivastava has been appointed as an Executive Director on the Companys Board with effect from 18th March,2010,subject to approval of the shareholders in the ensuing annual general meeting.The Board recommends the said appointment for shareholdersapproval.

E. The following directors are liable to retire by rotationan and bing eligible, offer themselves forre-appointment at the ensuing Annual General Meeting; i. Mr.SuhailNathani

ii. Mr.AmitkumarDabriwala

A brief profile of the Directors mentioned in points C, D, E above, is given in the Notice of the Annual General Meeting as required byClause49(IV)(G)oftheListingAgreement with the Stock Exchanges.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the DirectorsReport.

However, as per the provisions of Section 219 (l)(b)(iv)ofthe said Act, the annual report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company at its Registered Office.

EMPLOYEE STOCK OPTION SCHEME(ESOP):

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in the Annexure to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section217(2AA) of the Companies Act, 1956yourDirectors hereby confirm that:

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

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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;

- the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; and

- the annual accounts for the year ended 31st March, 2010 have been prepared on going concern basis;

CORPORATE GOVERNANCE:

The Companys commitment to effective corporate governance continues and the Company has always been at the forefront of benchmarking its internal systems and policies with accepted standards so as to facilitate the creation of longterm value for its shareholders.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Corporate Governance" is attached to this Annual Report along with a certificate from M/s Rathi & Associates, Company Secretaries in practice, regarding compliance of requirements of the Listing Agreement.

Your Company acknowledges its corporate responsibility, and has voluntarily obtained a Secretarial Audit Report for the financial year ended 31st March, 2010 from M/s. Rathi & Associates, Company Secretaries in practice, which is annexed to this report.

AUDITORS

M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants, Joint Statutory Auditors of the Company retireat the ensuing Annual General Meeting and have expressed their willingness to be re-appointed asStatutoryAuditorsoftheCompanyfortheFinancialYear2010-ll.

The Company has received letters from the said firms to the effect that their reappointment, if made, would be with in the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

AUDITORSREPORT

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for theyear ended 31st March, 2010, are detailed and self-explanatory.

PUBLIC DEPOSITS

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

SUBSIDIARY COMPANIES

The Government of India, Ministry of Corporate Affairs, vide order dated 18th May, 2010 has granted exemption to the Company under section 212(8) of the Companies Act, 1956, from attaching the financial statements of its subsidiaries to its annual report.

Pursuant to the said approval, necessary disclosures are made in respect of the said subsidiaries in this Annual Report alongwiththestatementpursuanttoSection212oftheCompaniesAct,1956.

Any shareholder who wishes to have a copy of the annual accounts and detailed information about the subsidiaries may write to the company for the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the registered office of the Company.

During the year under review the Company has sold and transferred its entire shareholding in its wholly owned subsidiary, Ruia Realtors Private Limited to a group entity.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION:

During the year under review, your Company has neither undertaken any manufacturing activity nor any Research & Development activities in the field of construction, etc. nor imported any technology therefor. Hence, particulars regarding conservation of energy &technology have not been furnished.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

The particulars regarding foreign exchange earnings and expenditure are contained in item no 13 and 14 of the scheduleRannexed to and forming part of the financial statements.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their appreciation for the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your directors also place on record their sincere appreciation of the total commitment and hard work put in by the Registrar & Share Transfer agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited



Place: Mumbai Ashokkumar Ruia

Date: 6th August, 2010. Chairman & Managing Director