Directors Report of Prime Urban Development India Ltd.

Mar 31, 2017

The Directors have pleasure in presenting the 80th Annual Report and the Audited Accounts of Prime Urban Development India Limited [“Company”], for the financial year ended 31st March, 2017.

FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of your Company for 2016-17 and 2015-16 is given below:

Rs. in Lakhs

Particulars	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Revenue from operations	5,266.06	6,973.63	5,688.42	7,218.90
Other Income	122.22	97.77	127.08	99.95
Earnings before interest, tax, depreciation, exceptional items and amortization (EBITDA)	1,347.27	2,622.92	1,346.87	2,618.53
Less : Finance Costs	57.76	211.97	57.77	211.98
Less: Depreciation and amortization expense	32.15	27.62	36.11	29.49
Profit/(Loss) before Exceptional Items and Tax	1,257.36	2,382.67	1,252.99	2,377.06
Exceptional Items	-	(555.55)	-	(555.55)
Profit/(Loss) before Tax	1,257.36	1,827.12	1,252.99	1,821.51
Less: Tax Expense	(282.34)	(372.98)	(282.64)	(372.98)
Profit/(Loss) After Tax	975.02	1,454.14	970.35	1,448.53
Surplus from previous year brought forward	29.21	603.34	32.49	612.23
Transfer to General Reserve	700.00	1,900.00	700.00	1,900.00
Amount available for appropriation	304.23	157.98	302.84	160.76

OVERVIEW AND THE STATE OF COMPANY AFFAIRS

Your Company has two reportable segments, Realty & Textiles.

Realty Segment

In the Realty segment your Company has clocked consolidated revenues of Rs. 2,358.83 Lakhs. Even though the sector was witnessing tough times, your Company managed to do well and stood its ground.

In the year 2016-17 your Company had sales in Prime Enclave Vistas (Apartment Project) & ''The Onyx’ (Villas Project). Your Company has sold 375 out of 376 apartments in Prime Enclave Vistas & 8 out of 34 Villas in ''The Onyx’. Your Company is also engaged in the sale of developed land and in the financial years 2015-16 and 2016-17, your Company has sold in aggregate 2,09,700 sq. ft. of developed land.

Your Company is mainly focused in the Tirupur city of the state of Tamil Nadu. But with the opening up of the Affordable Housing segment due to Government push, your Company will also like to explore opportunities in the same. Your Company will aggressively seek out for opportunities in various parts of the country.

Textile Segment

Your Company is engaged in the export of cotton yarn under Merchant Trading. The revenues from this segment in the year 2016-17 were Rs. 3,329.59 Lakhs. There were no major changes in this segment during the year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the audited consolidated financial statements are provided in this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at 31st March, 2017, your Company had following 5 (Five) Subsidiary Companies:

Sr. No	Name of the company	Category
1.	ATL Textile Processors Limited	Subsidiary
2.	Manoj Yarn Processors Limited	Subsidiary
3.	Pee Dee Yarn Processors Limited	Subsidiary
4.	Patodia Developers Private Limited	Subsidiary
5.	Srivarsha Realtors Private Limited	Subsidiary

During the year under review, Srivarsha Realtors Private Limited became a wholly owned subsidiary of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC 1 is attached separately to this Annual Report.

In accordance to the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein standalone and the consolidated financial statements and the audited financial statements of each of the subsidiary companies have been placed on the website of the Company -www.ptlonline.com.

The audited financial statements in respect of all subsidiary companies shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents relating to subsidiary companies can be made available to any Member interested in obtaining the same upon a request in that regards made to the Company.

The policy for determining material subsidiaries as approved by the Board of Directors of the Company is made available on the website of the Company-www.ptlonline.com.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 700 Lakhs to the general reserve during the financial under review.

DIVIDEND

Your Directors have recommended a final dividend of 20% i.e. Rs. 0.40 (Forty paise only) per equity share of Rs. 2/- each for the year ended 31st March, 2017. The dividend distribution would result in a cash outgo of Rs. 1,28,27,044/- (including tax on dividend of Rs. 21,69,604/-).

PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are no unpaid/unclaimed deposits nor there is any default in repayment thereof.

BOARD MEETINGS

The Board of Directors met 5 (Five) times during the financial year 2016-17. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

Details of Committees of Board of Directors along with their terms of reference, composition and meetings held during the year, are provided separately in the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in the Note No.17 under Notes forming part of standalone financial statements.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

The business activities of the Company are not specific to any technology requirements. In the course of its operations, processes are formed and implemented to achieve operational efficiencies which provide maintaining product quality and cost control.

The details in respect of Foreign Exchange earnings/outgo during the year under review, is provided in Note No. 17 (Point No. 3 & 4) under Notes forming part of standalone financial statements.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as “Annexure I”.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance together with Auditors'' Certificate as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Dr. Vaijayanti Pandit, Independent Director has resigned from the Board of Directors of the Company with effect from 23rd January, 2017. The Board of Directors wish to place on record their appreciation for contribution made by Dr. Vaijayanti Pandit during her tenure as a member of the Board of Directors of the Company.

Mrs. Ryna Zaiwalla Karani, has been appointed as an Additional Director (Non-executive Independent) of the Company with effect from 13th April, 2017 in place of Dr. Vaijayanti Pandit.

In terms of provisions of Section 161 of the Companies Act, 2013, Mrs. Ryna Zaiwalla Karani holds office only upto the date of forthcoming Annual General Meeting. Pursuant to the provisions of the Section 160 of the Companies Act, 2013, the Company has received individual notice from a Member proposing the candidature of Mrs. Ryna Zaiwalla Karani for the office of Director at the forthcoming Annual General Meeting.

In terms of the provisions of the Companies Act, 2013, Mr. Purusottamdas Patodia, retires from the Board of Directors of the Company by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Notice convening forthcoming Annual General Meeting includes the proposal for appointment/ re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the said Notice. None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. None of the Directors are related inter-se to each other save and except Mr. Purusottamdas Patodia, Mr. Manoj Kumar Patodia, and Mr. Anuj Patodia. Mr. Purusottamdas Patodia is the father of Mr. Manoj Kumar Patodia and Mr. Anuj Patodia.

The Company has received individual declaration from following Independent Director(s) of the Company stating that they meet the criteria of independence as provided under Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

a) Mr. N. K. Bafna

b) Mr. Banwarilal Singhal

c) Mr. Venkatchalam Ramaswamy

d) Mrs. Ryna Zaiwalla Karani*

‘Appointed as a Additional Director (Non-executive Independent) with effect from April 13, 2017

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2017 and of the profit and loss of the Company for that period;

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

(d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2017 on a going concern basis;

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

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

AUDITORS AND AUDITOR’S REPORT

M/s. M.S. Jagannathan & Visvanathan, Chartered Accountants, the Statutory Auditors of the Company hold office until conclusion of the ensuing Annual General Meeting (AGM) of the Company. The existing Statutory Auditor have completed two terms of five consecutive years.

In terms of the provisions of Section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, an audit firm can hold office as Statutory Auditor for two terms of five consecutive years i.e. for a maximum period of ten years. They can be re-appointed after a cooling period of five years. In computing the period of ten years, the period for which the auditor held office before the commencement of the Act i.e. before 1st April, 2014 is also to be taken into account. The Company is therefore, required to retire the existing Statutory Auditors at the ensuing AGM pursuant to the provisions of the Section 139 of the Companies Act 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

M/s. Raghu and Ram, Chartered Accountants, Coimbatore, are proposed to be appointed as Statutory Auditors in place of M/s. M.S. Jagannathan & Visvanathan, Chartered Accountants.

The Company has also received letter from M/s. Raghu and Ram, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Companies Act, 2013 and that they are not disqualified from appointment as Statutory Auditors of the Company.

Your Directors have therefore proposed to appoint M/s. Raghu and Ram, Chartered Accountants, as Statutory Auditors of the Company, subject to the approval of the Members at the ensuing AGM.

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Company has appointed M/s S. K. Jain & Co, Practicing Company Secretary to conduct Secretarial Audit of the Company for the financial year 2016-17 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed to this Report as “Annexure II”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RELATED PARTY TRANSACTIONS

All contract/ arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on an arm''s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company -www.ptlonline.com.

The details of the related party transactions as per Accounting Standard 18 are set out in Note No.10 to the Standalone Financial Statements forming part of this report. The particulars of contracts or arrangements with aforesaid related parties, in prescribed format are annexed to this Report as “Annexure III”.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon, if any, are reported to the Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s), Directors and other stakeholders to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The details of said vigil mechanism are given in Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy has been uploaded on the Company’s website i.e. www.ptlonline.com.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee (“CSR Committee”) in accordance with the provisions of Section 135 of the Companies Act, 2013. The Board of Directors of the Company has, based on the recommendations made by the CSR Committee formulated and approved Corporate Social Responsibility Policy for the Company.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as “Annexure IV”.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as “Annexure V”.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under “Annexure VI”, which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Companies Act, 2013 and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as “Annexure VII”.

INTERNAL FINANCIAL CONTROLS

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

ADOPTION OF NEW ARTICLES OF ASSOCIATION OF YOUR COMPANY

During the financial year 2016-17, new Articles of Association of your Company were adopted in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder.

UNCLAIMED AND UNPAID DIVIDENDS

As on 31st March, 2017, amounts of Rs.3,92,045/- are lying in the unpaid equity dividend account of the Company in respect of the dividend for the Financial Year 2015-16. Members who have not yet received/claimed their dividend entitlements are requested to contact the Company or the Registrar and Share Transfer Agents of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company.

PERFORMANCE EVALUATION

The Company has devised a policy for Performance Evaluation of the Individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors’ individually as well as the evaluation of the working of the committee of the Board. The Board performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors, etc.

The details of programme for familiarisation of Independent Directors with the Company, industry in which it operates, their roles, rights, responsibilities is made available on the website of the Company -www.ptlonline.com.

GENERAL

1) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2) The Whole Time Director has not received any commission from the Company nor any remuneration or commission from any of its holding or subsidiary company.

3) There are no significant/material orders passed by the regulators/courts/tribunals during the year under review which would impact the going concern status of your Company and its future operations.

4) During the year under review, there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, regulatory authorities and its bankers.

Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

For and on behalf of the Board of Directors

Place : Mumbai Purusottamdas Patodia

Date : May 24, 2017 Chairman and Managing Director

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Mar 31, 2016

The Directors have pleasure in presenting the 79th Annual Report and the Audited Accounts of Prime Urban Development India Limited [“Company”], for the financial year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of your Company for the Financial Years 2015-16 and 2014-15 are given below:

Rs. in Lakhs

Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Revenue from operations	6,973.63	5,077.02	7,218.90	5,817.81
Other Income	97.77	22.16	99.95	35.67
Earnings before interest, tax, depreciation, exceptional items and amortization (EBITDA)	2,622.26	655.72	2,618.53	656.87
Less : Finance Costs	211.97	384.53	211.98	386.35
Less: Depreciation and amortization expense	27.62	21.35	29.49	23.66
Profit/(Loss) before Exceptional Items and Tax	2,382.67	249.84	2,377.06	246.86
Exceptional Items	(555.55)	-	(555.55)	2.17
Profit/(Loss) before Tax	1,827.12	249.84	1,821.51	249.03
Less: Tax Expense	(372.98)	(51.39)	(372.98)	(51.39)
Profit/(Loss) After Tax	1,454.14	198.45	1448.53	197.64
Surplus from previous year brought forward	603.34	404.89	612.23	414.59
Sub-total	2,057.48	603.34	2,060.76	612.23
Appropriations:
Transfer to General Reserve	1,900.00	-	1,900.00	-
Provision for Dividend and Tax	128.27	-	128.27	-
Balance carried to Balance Sheet	29.21	603.34	32.49	612.23

BUSINESS OPERATIONS

Your Company has two reportable segments, the Realty and Textiles.

Realty Segment

In the Realty segment your Company has more than doubled revenues in 2015-16 to Rs. 31.74 cr. This gives us immense confidence of our real estate developments and acceptance of our brand.

For 2015-16 your Company had sales in Prime Enclave Vistas (Apartments Project) and The Onyx (Villas Project). The remaining apartments in Prime Enclave Vistas shall be sold in the next financial year.

Your Company has sold 8 out 34 villas in the Onyx project till date. Your Company is targeting to complete the entire Onyx project in the next 24 months along with sale of balance villas.

Your Company is also engaged in the sales of Developed lands. In Financial Years 2014-15 and 2015-16 your Company achieved sale of lands of over 1,40,000 sq ft.

Your Company adopts an asset light and bottom line focused business model approach. Keeping in line with this strategy we are exploring new development options in Tirupur and are keen to enter newer cities in South India viz. Coimbatore and Chennai.

Textile Segment

In the Textile segment, your Company is engaged in the business of export of cotton yarn under Merchant Trading. There are no material changes in this segment of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the audited consolidated financial statements are provided in this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at 31st March, 2016, your Company had following 4 (Four) Subsidiary Companies:

Sr. No	Name of the company	Category
1.	ATL Textile Processors Limited	Subsidiary
2.	Manoj Yam Processors Limited	Subsidiary
3.	Pee Dee Yarn Processors Limited	Subsidiary
4.	Patodia Developers Private Limited	Subsidiary

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC 1 is attached separately to this Annual Report.

In accordance to the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein standalone and the consolidated financial statements and the audited financial statements of each of the subsidiary companies have been placed on the website of the Company-www.ptlonline.com.

The audited financial statements in respect of each subsidiary companies shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents relating to subsidiary companies can be made available to any Member interested in obtaining the same upon a request in that regards made to the Company.

The policy for determining material subsidiaries as approved by the Board of Directors of the Company is made available on the website of the Company-www.ptlonline.com.

TRANSFER TO RESERVES

Your Company proposes to transfer of Rs. 1,900 Lacs to the general reserve during the financial year under review.

DIVIDEND

Your Directors have recommended a final dividend of Rs. 0.40 (Forty paise only) (20%) per equity share of Rs. 21- each for the year ended 31st March, 2016. The dividend distribution would result in a cash outgo of Rs. 1,28,27,044/- (including tax on dividend of Rs. 21.69.604/-).

PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are no unpaid/unclaimed deposits nor there is any default in repayment thereof.

BOARD MEETINGS

The Board of Directors met 4 (Four) times during the financial year 2015-16. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

Details of Committees of Board of Directors along with their terms of reference, composition and meetings held during the year, are provided separately in the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in the Note No. 6 under Notes forming part of standalone financial statements.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

The business activities of the Company is not specific to any technology requirements. In the course of its operations, processes are formed and implemented to achieve operational efficiencies which provide maintaining product quality and cost control.

The details in respect of Foreign Exchange earnings/outgo during the year under review, is provided in Note No. 16, (Point No. 3 & 4) under Notes forming part of standalone financial statements.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act, 2013, an extract of Annual Return in prescribed format is annexed to this Report as “Annexure I”.

A report on Corporate Governance together with Auditors'' Certificate as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Purusottamdas Patodia, Mr. Manoj Kumar Patodia and Mr. Anuj Patodia has been re-appointed as Chairman & Managing Director, Vice-Chairman & Managing Director and Managing Director respectively for a period of three years with effect from 1st April, 2016, pursuant to the approval accorded by the Shareholders of the Company at the 78th Annual General Meeting held on 13th August, 2015.

During the year under review, Mr. Thirugnanam Paul Sugumaran, has been appointed as Whole-time Director of the Company for a period of three years with effect from 1st June, 2015, pursuant to the approval accorded by the Shareholders of the Company at the 78th Annual General Meeting held on 13th August, 2015.

During the year under review, Dr. Vaijayanti Pandit has been appointed as an Independent and Woman director of the Company fora period of five years with effect from 14th August, 2014, pursuant to the approval accorded by the Shareholders of the Company at the 78th Annual General Meeting held on 13th August, 2015.

The Company has received individual declaration from following Independent Director(s) of the Company stating that they meet the criteria of independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

a) Mr. N. K. Bafna

b) Mr. Banwarilal Singhal

c) Mr. Venkatchalam Ramaswamy

d) Dr. Vaijayanti Pandit

In terms of the provisions of the Companies Act, 2013, Mr. Thirugnanam Paul Sugumaran retires from the Board of Directors of the Company by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Notice convening forthcoming Annual General Meeting includes the proposal for appointment/ re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the said Notice. None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. None of the Directors are related inter-se to each other save and except Mr. Purusottamdas Patodia, Mr. Manoj Kumar Patodia and Mr. Anuj Patodia. Mr. Purusottamdas Patodia is the father of Mr. Manoj Kumar Patodia and Mr. Anuj Patodia.

During the year under review, Mr. Krunal Shah has been appointed as Company Secretary of the Company at the Meeting of the Board of Directors held on 13th August, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

(d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2016 on a going concern basis;

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

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

AUDITORS AND AUDITOR’S REPORT

M/s. M. S. Jagannathan & Visvanathan (Firm Registration No. 001209S), Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of three consecutive years at the 77th Annual General Meeting held on 14th August, 2014. In terms of the provisions of Section 139 of the Companies Act, 2013, their appointment will however need to be ratified by Shareholders at the forthcoming Annual General Meeting. Notice convening the forthcoming Annual General Meeting includes a proposal for ratification of appointment of Statutory Auditors by the Shareholders of the Company.

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Company has appointed Dr. S. K. Jain, Practicing Company Secretary and Proprietor of M/s. S. K. Jain & Co. to conduct Secretarial Audit of the Company for the financial year 2015-16 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed to this Report as “Annexure II”.

Secretarial Auditor’s Observations in Secretarial Audit Report and Directors explanation thereto-

The Company has appointed Mr. Krunal Shashiraj Shah an Associate Member of Institute of Company Secretaries of India (Membership No. A-26087) under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as Company Secretary at the Meeting of Board of Directors held on 13th August, 2015.

Explanation: The Company was in search of suitable candidate for the appointment as Company Secretary in whole time employment. It took some time and the Company appointed Mr. Krunal Shah, an Associate Member of Institute of Company Secretaries of India (Membership No. A- 26087) as Company Secretary of the Company at the Meeting of Board of Directors held on 13th August, 2015.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties during the financial year under review were in the ordinary course of business and on arm''s length basis.

The particulars of contracts or arrangements with aforesaid related parties, in prescribed format is annexed to this Report as “Annexure III”.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company - www.ptlonline.com.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Directors for reporting to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The details of said vigil mechanism is given in Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy has been uploaded on the Company''s website i.e. www.ptlonline.com.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as “Annexure IV”.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company has transferred a sum of Rs. 95,302/- to Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001. The said amount represents dividend for the year 2007-08 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under “Annexure V”, which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Companies Act, 2013 and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The full Annual Report including aforesaid information is being sent electronically to all those Members who have registered their email addresses and is also available on the website of the Company,

The Management Discussion & Analysis Report as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as “Annexure VI”.

INTERNAL FINANCIAL CONTROLS

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

PERFORMANCE EVALUATION

The Company has devised a policy for evaluation of Performance of the Board of Directors, its Committees and individual Directors (“Policy”). The evaluation involves assessment of performance individually of each of the Board Members and of the entire Board of Directors and its Committees.

The performance evaluation criteria of the entire Board of Directors inter alia comprised of the following key areas:

i) the role of a Board Members is clearly defined and understood;

ii) the Board has ensured that the organization’s accomplishments and challenges are communicated to Members and Stakeholders;

iii) the spread of talent within the Board reflect the Company’s needs;

iv) all Board Members bring valuable skill and experience to the Company;

v) the composition of the Board is sufficient to carry out the work required of it;

vi) the matters relating to the Company are discussed in a structured manner;

vii) the Board knows and understand the Company''s mission, vision and strategy; the Board’s Meeting agenda clearly reflects strategic plan or priorities;

viii) the Board papers contain the correct amount and type of information;

ix) all Board Members participate in important Board discussions;

x) the Board knows and keep abreast of trends and issues affecting the market in which the Company competes;

xi) the Board understands the business it is governing;

xii) the Board Members actively engage in networking for the benefit of the Company;

xiii) the Board Members have sufficient financial skills to ensure that the Board can discharge its governance responsibilities;

xiv) the Company have relevant internal reporting and compliance systems;

xv) the Board Members are aware of their risk assessment duties as Directors;

xvi) there is a clear understanding of the Company''s business risk;

xvii) the Board encourages Directors to pursue opportunities for personal development;

xviii) the Board have a succession plan in place for the Directors, KMP and Senior Management Personnel;

xix) responsibilities have been effectively delegated amongst the Executive Directors, KMP and Senior Management Personnel;

xx) there is good communication between the Board and KMP.

The evaluation framework for assessing the performance of Committee(s) of Board of Directors inter-alia comprised of the following key areas:

i) the Committees have been constituted in compliance with the requirement of Listing Regulations and the Companies Act, 2013 read with the Rules there under;

ii) the role/terms of reference of the Committee Members is clearly defined and understood;

iii) the composition of the Committee is sufficient to carry out the work required of it;

iv) the Committee knows and understands the Company''s mission, vision and strategy;

v) the Committee''s Meetings are properly conducted and agenda papers contain the correct amount and type of information;

vi) all Committee Members participate in discussion making;

vii) the Committee Members have sufficient skills to ensure efficient discharge of responsibilities;

viii) there is good communication between the Committees and the Board.

ix) the Committee has relevant internal reporting and compliance systems;

The performance evaluation process of individual Directors inter alia comprised of the following key areas:

i) uphold ethical standards of integrity and probity;

ii) act objectively and constructively while exercising their duties;

iii) exercise their responsibilities in a bona fide manner in the interest of the Company;

iv) devote sufficient time and attention to their professional obligations for informed and balanced decision making;

v) assist the Company in implementing the best corporate governance practices;

vi) strive to attend all Meetings of the Board of Directors and of the Board committees of which they are members;

vii) moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between Management and Shareholder''s interest;

viii) satisfy themselves on the integrity of financial information and that financial controls and the systems of risk Management are robust and defensible;

ix) strive to safeguard the interests of all stakeholders, particularly the minority shareholders;

x) balance the conflicting interest of the stakeholders;

xi) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts;

xii) keep themselves well informed about the Company and the external environment in which it operates;

xiii) participate constructively and actively in the committees of the Board in which they are chairpersons or members;

xiv) strive to attend the general Meetings of the Company;

xv) acting within their authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;

xvi) pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;

xvii) ascertain and ensure that the Company has an adequate and functional vigil mechanism and ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

xviii) report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy, if any;

xix) maintain confidentiality of information such as commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by

the Board or required by law;

xx) abide by Company''s Memorandum and Articles of Association, Company’s policies and procedures including code of conduct, insider trading guidelines etc;

xxi) they express concerns about the running of the Company or a proposed action and ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that the concerns are recorded in the Minutes of the Board Meeting;

xxii) develop a good working relationship with other Board members and contribute to the Board''s working relationship with the senior Management of the Company;

xxiii) fairly contribute towards proper functioning of Board or Committees of the Board.

The evaluation framework for assessing the performance of Independent Directors inter-alia comprised of the following key areas:

i) satisfy the criteria for independence as prescribed under Section 149 of the Companies Act, 2013 and the Listing Regulations;

ii) help in bringing an independent judgment to bear on the Board''s deliberations especially on issues of strategy, performance, risk Management, resources, key appointments and standards of conduct;

iii) bring an objective view in the evaluation of the performance of Board and Management;

iv) actively scrutinize the performance of Management in Meeting agreed goals and objectives and monitor the reporting of performance;

v) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;

vi) contribute to determine appointment and remuneration of executive Directors, Key Managerial Personnel (KMP) and senior Management;

vii) exercise objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making.

In terms of the Policy, a process of evaluation was undertaken by the Board for its own performance and that of its Committees and individual Directors. The evaluation process focused on various aspects of the functioning of the Board and Committees. Separate exercise was carried out to evaluate the performance of individual Directors on specified parameters.

The outcome of evaluation process was shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the evaluation, the Board and Committees have agreed on an action plan for the identified areas.

The details of programme for familiarization of Independent Directors with the Company, industry in which it operates, their roles, rights, responsibilities is made available on the website of the Company -www.ptlonline.com.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on February 3, 2016, inter-alia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

GENERAL

1) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2) The Whole Time Director has not received any commission from the Company nor any remuneration or commission from any of its holding or subsidiary company.

3) There are no significant/material orders passed by the regulators/courts/tribunals during the year under review which would impact the going concern status of your Company and its future operations.

4) During the year under review, there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, their employees, regulatory authorities and its bankers.

Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

For and on behalf of the Board of Directors

Place : Mumbai Purusottamdas Patodia

Date : May 6, 2016 Chairman and Managing Director

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Mar 31, 2015

To the Members

The Directors are presenting their Seventy Eighth Annual Report and the Audited Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS AT A GLANCE

Year ended 31st March 2015 Rs.inlacs 2014 Rs.inlacs

Turnover and other Income . 5,099.18 6,565.96

EBIDTA 655.72 356.92

Interest, 384.53 309.02

Depreciation and Amortization 21.35 19.38

Profit /(Loss) before taxes 249.84 28.52

Exceptional items — (59.38)

Extraordinary items — —

Current Taxation (51.39) (38.99)

Deferred taxation Benefit/(Expenses) — —

Profit/(Loss) after tax 198.45 (69.85)

Surplus from previous year brought forward 404.89 474.74

Transferred to General Reserve - -

Amount available for appropriation 603.34 404.89

DIVIDEND

Your Directors do not recommend a Dividend for the year ended 31st March 2015 to conserve funds.

REVIEW OF OPERATIONS

Your company has two reportable segments, the Realty and Textiles.

Realty Segment

During the year, your company has completed the construction of the apartments in the residential complex "Prime Enclave Vistas". With this marque project, the company has uplifted the living standards of the city of Tirupur by bringing high quality community living to the city.

Taking it further, the Company's Luxury State of the Art Villa project "The Onyx" is redefining the living standards of the well-heeled of the city. With a unique car free at ground level, a concept introduced to the country for the first time, placed with beautiful landscaped gardens. The villas in the first phase have been handed over to the customers for fit outs and they are expected to move in shortly. The Club House, Swimming pool and other common amenities have already been completed.

With these marque projects, your Company has earned an excellent reputation and enjoys Brand recognition unlike any other developer in the city of Tirupur. -

After a long gap of 5 years, the city of Tirupur is seeing phenomenal growth of over 25% CAGR. This is expected to continue for the next few years with the increased interest in India by large global companies. As the city expands so will its need for the housing of the people fuelled by increased income and aspirations.

Your Company is well poised to take advantage of the demand. With the creation of a Business Development team, your company is focussing on Mid Income housing projects in Joint Ventures with land Owners in the city. In the coming years, your Company in looking to develop multiple projects in the city and is also exploring housing projects in other cities in Tamil Nadu

Textile Segment

The Company has maintained its market strength in export of cotton yarn under Merchant Trading. Even though there is reduction in procurement by China, the Company is able to achieve a significant export performance during the year due to its inherent strength of customer base in various other countries. .

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March 2015 was Rs. 532.87 lacs. During the year, the Company's equity share capital has increased from Rs. 454.87 lacs divided into 2,27,43,600 shares of Rs. 21- each to Rs. 532.87 lacs divided into 2,66,43,600 shares of Rs.2/- each.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the listing agreement with the Stock Exchange, the consolidated financial statements have been prepared by the company in accordance with the applicable Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditor's Report form part of the Annual Report.

SUBSIDIARY COMPANIES

The Reports and Audited financial statements of the subsidiary companies along with the statement pursuant to Section 129(3) of the Companies Act, 2013, are not forming part of the Annual Report. The Ministry of Corporate Affairs, Government of India, New Delhi vide its Circular No.2/11 dated 8.2.2011 granted general exemption from attaching the Balance Sheet and Statement of Profit and Loss of its Subsidiaries and hence the same have not been attached for the Financial Yearn 2014-15. The annual accouhts of the subsidiaries will be made available at the Registered Office of the Company for inspection by any member of the Company and also posted the same in the website of the Company.

During the year the Company has invested in M/s. Patodia Developers Pvt Ltd to acquire its 100% shares to make M/s. Patodia Developers Pvt Ltd as wholly owned subsidiary company.

NUMBER OF BOARD MEETINGS

The Board of Directors met 5(five) times in the year 2014-15. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report. The provisions of the Companies Act 2013 and listing agreement were adhered to while considering the time gap between two meetings.

ISSUE OF EQUITY AGAINST SHARE WARRANTS

During the year under review, your company allotted 39,00,000 equity shares to the promoters on preferential basis at an exercise price of Rs.5 per share (including premium of Rs.3 per share) to raisfe reserves to meet the long term working capital requirements and for general corporate purposes.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own Performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders committee. The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Companies Act 2013, the details of the Management analysis and datas are given in Annexure A /T

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology, absorption, foreign exchange earnings and out go is required to be given pursuant to provision of section 134 of the Act 2013 read with the Companies (Accounts) Rules 2014 is annexed to this Report as Annexure B

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) of the Companies Act, 2013, the details forming part of the extract of Annual Return is annexed to this Report as Annexure C.

SECRETARIAL AUDIT CERTIFICATE

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed the Company Secretary in practice to undertake the' Secretarial Audit of the company. The Report of the Secretarial Audit Report is annexed herewith as Annexure D. ,

CORPORATE GOVERNANCE REPORT

Your.Company has adopted appropriate standards for good Corporate Governance. All the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchange, with which the Company is listed, are complied with. Report on Corporate Governance with Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchange forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of Listing Agreement, certificate of the CEO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause is also annexed as part of the said Report. A certificate from the auditors to this effect is annexed as part of the Corporate Governance Report.(Annexure E)

INDEPENDENT DIRECTORS

With coming into force of the Companies Act 2013, the Board appointed 3 Independent Directors viz. Mr. Banwarilal Singhal, Mr. N.K. Bafna and Mr. Venkat Ramaswamy under section 149 of the Companies Act 2013 for a period of 5 years up to 31st March 2019. The shareholders at their Annual General Meeting held on 14th August 2014 approved their appointments.

All the Independent Directors have given the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteria of independence as provided in sub section (6) of section 149 of the Companies Act 2013 and Clause 49 of the Listing Agreement.

DIRECTORS

In accordance with the Companies Act 2013, Dr. (Mrs.) Vaijayanti Pandit has been appointed as an Additional Director under section 161 of the Companies Act 2013 with effect from 14.08.2014. She holds office up to the date of the next Annual General Meeting. To align with the Listing Agreement, she is to be appointed as an Independent Director and Woman Director for a period of five years at the ensuing Annual General Meeting.

Mr. Purusottam Das Patodia, Mr. Manoj Kumar Patodia and Mr. Anuj Patodia are to be re-appointed as Chairman & Managing Director, Vice Chairman & Managing Director and Managing Director respectively for a period of three years from 01.04.2016 in the ensuing Annual General Meeting.

Mr. T. Paul Sugumaran, Additional Director is to be appointed as a Whole-time Director for a period of three years with effect from 01.06.2015 in the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

During the year under review, the company has appointed the Key Managerial Personnel and Mr. S. Udayananda is re-designated as DGM (Finance) and CFO.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134(5) of the Companies Act, 2013, your Directors wish to confirm that:-

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for that period.

iii. The Directors have taken proper and sufficient care as warranted for the maintenance of adequate accounting records in accordance with the provisions of this Act in safeguarding the assets of the Company and for preventing/detecting any incidence of frauds and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

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

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

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. The disclosure is being made as a matter of prudence.

All Related Party Transactions are presented to the Audit Committee and the Board and obtained approval for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

In Accordance with Section 134 (3) (h) of the Companies Act 2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014, the details are given in Form AOC2.

The Related Party Transactions Policy as approved by the Board is uploaded on the company's website. AUDITORS

In accordance with the Companies Act 2013, the Statutory Auditors of the Company, Messrs M.S. Jagannathan & Visvanathan (Firm Registration No. FRN 001209S), Chartered Accountants, have been already appointed as Statutory Auditors of the Company for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing Annual General Meeting.

ENVIRONMENT AND POLLUTION CONTROL

Your Company has been complying with the State Environment and Pollution Control statutes and has instituted adequate measures towards environmental protection.

FIXED DEPOSITS

In compliance with the Companies Act 2013, your Company had repaid all the Fixed Deposits from public before the year ended 31.3.2015.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai. The company has paid the listing fees to Bombay Stock Exchange up to 2015-16.

DEPOSITORY SYSTEM

As the members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013, an amount of Rs.1,07,436/- being unclaimed dividend 2006-07 was transferred during the year to the Investors Education and Protection Fund established by the Central Government.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and forming part of the Directors Report for the year ended March 31,2015 is given in a separate Annexure C to this report.

None of the employees of the company was in receipt of remuneration in excess of Rs.60.00 lacs for the year 2014-15 and Rs. 5.00 lacs per month for part of the year 2014-15 under section 134 of the Companies Act 2013.

ACKNOWLEDGEMENTS

Your Directors record with a deep sense of gratitude to the working capital bankers for the excellent support and cooperation rendered by them to the Company. Your Directors are thankful to its valuable customers, esteemed stakeholders and business associates for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board of Directors

Place: Mumbai Purusottam Das Patodia Date : 29.05.2015 Chairman and Managing Director

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Mar 31, 2014

To the Members

The Directors are presenting their Seventy Seventh Annual Report and the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS AT A GLANCE

Year ended 31st March 2014 2013 in in lacs lacs

Turnover and other Income 6,565.96 2,456.44

EBIDTA 356.92 12.22

Interest 309.02 166.64

Depreciation and Amortization 19.38 20.56

Profit /(Loss) before taxes 28.52 (174.98)

Exceptional items (59.38) --

Current Taxation (38.99) --

Deferred taxation benefit/(Expenses) -- --

Profit/(Loss) after tax (69.85) (174.98)

Surplus from previous year brought forward 474.74 649.72

Transferred to General Reserve -- --

Amount available for appropriation 404.89 474.74

DIVIDEND

Your Directors do ndt recommend a Dividend for the year ended 31st March 2014 to conserve funds. REVIEW OF OPERATIONS

Your company has two reportable segments, the Realty and Textiles. ,

Realty Segment

Favourable socio-economic changes are driving the demand for premium housing in the country. The construction industry has significantly contributed as a part economic development. Increased industrialisation, mass urbanisation, economic growth, and aspirations of the people for improved quality of life-styles; the real estate industry is not only reaching the wider audiences but also meeting customers'' new demands for their life-styles. The real estate market also is growing gradually every year.

As the shareholders are aware the prestigious multi-storied apartment project "Prime Enclave Vistas" has shown a new era of living concept in Tirupur and the life style of the city is taken to the modern concept of living. The construction of Emerald, Opal and Jade blocks of Apartments are under progress.

Under a joint collaboration with FDI Investors, the construction of independent luxury villas is in progress for the signature land- mark project "THE ONYX". The independent luxury villa is designed by international architects with an array of customer designed plans and styles.

The first Phase of construction of villas is under completion and to be handed over for occupation by the first half of this year. Further phases of constructions will be taken up in phased manner.

Textile Segment

International Trade is inherent part of economic wellbeing. The textile industry is one part and is showing a momentum in growth and there is a good demand for exports especially in yam and garment sector. Your Company has been doing yam export trading business and has performed significant exports during the year. Your company has planned to perform on higher scale in Textiles trading in the coming years.

CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements for the year ended Maich 31. 2014 form part of the Annual Report.

SUBSIDIARY COMPANIES

The Reports and Audited Accounts of the subsidiary companies along with the statement pursuant to Section 212 of the Companies Act, 1956, are not forming part of the Annual Report. The Ministry of Corporate Affairs. Government of India, New Delhi vide its circular No.2 of 2011 dated 8th February 2011 granted general exemption under section 212(8) of the Companies Act, 1956 from attaching the Balance Sheet and Profit and Loss Account and other documents of its subsidiaries and hence the same have not been attached for the Financial Year 2013-14.

The annual accounts of the subsidiaries will be made available at the registered office of the Company for inspection by any member of the company. .

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company has adopted appropriate standards for good Corporate Governance. All the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchange, with which the Company is listed, are complied with. Report on Corporate Governance with Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchange forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of Listing Agreement, certificate of the CEO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause is also annexed as part of the said Report. A certificate from the auditors to this effect is annexed as part of the Corporate Governance Report.

ENVIRONMENT AND POLLUTION CONTROL

Your Company has been complying with the State Environment and Pollution Control statutes and has instituted adequate measures towards environmental protection.

FIXED DEPOSITS

There are no unpaid deposits. The aggregate amounts of deposits as at the year ended 31st March 2014 is Rs. 126.97 lacs.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai. The company has paid the listing fees to Bombay Stock Exchange up to 2014-15.

DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information and data is given in Annexure A and B.

DEPOSITORY SYSTEM

As the members are aware, your company''s shares are tradable compulsorily in electronic form and your company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid."

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act 1956 and 124(5) of the Companies At. 2013, an amount of Rs. 1.13 lacs being unclaimed dividend 2005-06 was transferred during the year to the Investors Education and Protection Fund established by the Central Government.

PREFRENTIAL ISSUE OF SHARE WARRANTS

The Board of Directors of the Company in their meeting held on 10.09.2013 have accorded the issue of Preferen- tial Share Warrants to the Promoters of the Company on private placement basis, for an allotment i.p iO 3Q.00,000 shares at an exercise price of Rs.5 per share (including premium of Rs.3 per share) to raise resr-1 -®s to meet the long term working capital requirements and for general corporate purposes.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2002, the Company has obtained a certificate from Practising-Company Secretary and a copy of such certificate is annexed to this Report.

DIRECTORS

In accordance with the Companies Act 2013, Mr. Banwarilal Singhal, Mr. N.K.Bafna and Mr. Venkat Ramaswamy are to be appointed as Independent Directors for a period of five Consecutive years at the ensuing Annual General Meeting. -

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors wish to confirm that —

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii The Accounting Policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for the year.

iii The Directors have taken proper and sufficient care as warranted for the maintenance of adequate accounting records in accordance with the provisions of this Act in safeguarding the assets of the Company and for preventing/detecting any incidence of frauds and other irregularities.

iv The Annual Accounts have been prepared on a going concern basis.

AUDITORS

In accordance with the Companies Act 2013, the Statutory Auditors of the Company, Messrs M.S.Jagannathan & Visvanathan, Chartered Accountants, be appointed as Statutory Auditors of the Company for a period of three years at the conclusion of the ensuing Annual General Meeting and to be ratified every year for their re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed under section 217(2)(A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

ACKNOWLEDGEMENTS

Your Directors record with a deep sense of gratitude to the working capital bankers for the excellent support and cooperation rendered by them to the company. Your Directors are thankful to its valuable customers, esteemed stakeholders and business associates for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board of Directors

Place: Mumbai Purusottam Das Patodia Date: 9.05.2014 Chairman and Managing Director

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Mar 31, 2013

To the Members

The Directors are presenting their Seventy Sixth Annual Report and the Audited Accounts for the year ended 31 st March 2013.

FINANCIAL RESULTS AT A GLANCE

Year ended 31st March

2013 2012

Rs. in thousands Rs. in thousands

Turnover and other Income 245,644 271,109

EB1DTA 1,222 34,464

Interest 16,664 18,677

Depreciation and Amortization 2,056 1,996

Profit/(Loss) before taxes (17,498) 13,791

Exceptional items --- 44,500

Profit/(Loss) after tax (17,498) (30,709)

Surplus from previous year brought forward 64,972 95,681

Transfer from Business Reconstruction Reserve --- 44,500

Transferred to General Reserve --- (44,500)

Amount available for approriation 47,474 64,972



DIVIDEND

In view of losses, your Directors do not recommend any Dividend for the year ended 31st March 2013.

REVIEW OF OPERATIONS

Your Company has two reportable segments, the Realty and Textiles.

Realty Segment

The country''s appetite for apartments, private villas and modern residential housing forging new synergies, the realty market is growing exponentially every year. In the explosion of life-styles and youthful aspirations that has taken place, the real estate industry is reaching out to wider target audiences and is meeting new demands.

Real estate as an asset class has a natural hedge against inflation, experiences low volatility and hence can generate positive long-term returns. Hence the Company has taken up two major residential projects at Tirupur which is uplifting the realty market potential. The residr
You are aware that the prestigious multi-storied apartment project "Prime Enclave Vistas" has uplifted the Tirupur''s living concept and the life style of the city is taking a new dimension with this kind of living conditions. The construction of Emerald, Opal and Jade Apartments are under progress.

The construction of luxury villas is in progress for the signature land- mark project "THE ONYX", a piece of precious simplicity, refinement and exclusiveness. Every villa has a private elevator and private pool in addition to the common swimming pool and an ultra modern club house. The villas are designed by international architects with an array of customer designed plans and styles.

The first Phase of construction of villas will be completed by end of the year.

Textile Segment

The textile is showing a momentum in growth and a bullish graph is expected from India and your Company is expected to perform on higher scale in Textiles trading in the coming year. Tirupur is forging for a big leap in the Garment sector and is expected to achieve a higher performance.

CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements for the year ended March 31,2013 form part of the Annual Report.

SUBSIDIARY COMPANIES

The Reports and Audited Accounts of the subsidiary companies are not forming part of the Annual Report. The Ministry of Corporate Affairs, Government of India, New Delhi vide its circular No.2 of 2011 dated 8th February 2011 granted genera! exemption under section 212(8) of the Companies Act, 1956 from attaching the Balance Sheet and Profit and Loss Account and other documents of its subsidiaries and hence the same have not been attached for the Financial Year 2012-13.

The annual accounts of the subsidiaries will be made available at the Registered office of the company for inspection to any member of the company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company has adopted appropriate standards for good Corporate Governance. All the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with. Report on Corporate Governance with Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges forms part of the Annual Report. In terms of sub-clause (v) of Clause 49 of Listing Agreement, certificate of the CEO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause is also annexed as part of the said Report. A certificate from the auditors to this effect is annexed as part of the Corporate Governance Report.

ENVIRONMENT AND POLLUTION CONTROL

Your Company has been complying with the State Environment and Pollution Control statutes and has instituted adequate measures towards environmental protection.

FIXED DEPOSITS

There are no unpaid deposits. The aggregate amount of deposits as at the year ended 31st March 2013 is Rs. 8,667 thousands.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai. The company has paid the listing fees to Bombay Stock Exchange up to 2013-14.

DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information and data is given in Annexure A and B.

DEPOSITORY SYSTEM

As the members are aware, your company''s chares are tradable compiilsorily in electronic form and your company has established connectivity with ooih the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematei ialization of the Company''s shares on either of the Depositories as aforesaid.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act 1956, an amount of Rs. 98,440 being unclaimed dividend 2004-05 was transferred during the year to the Investors Education and Protection Fund established by the Central Government.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2002, the Company has obtained a certificate from Practising Company Secretary and a copy of such certificate is annexed to this Report.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Venkat Ramaswamy retires by rotation as a Director at the ensuing Annual General Meeting and is eligible for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors wish to confirm that: i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii The Accounting Policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for the year.

iii The Directors have taken proper and sufficient care as warranted for the maintenance of adequate accounting records in accordance with the provisions of this Act in safeguarding the assets of the Company and for preventing/detecting any incidence of frauds and other irregularities.

iv The Annual Accounts have been prepared on a going concern basis.

AUDITORS

The Statutory Auditors of the Company, Messrs M.S.Jagannathan & Visvanathan, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed under section 217(2)(A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

ACKNOWLEDGEMENTS

Your Directors record with a deep sense of gratitude to the working capital bankers for the excellent support and co-operation rendered by them to the company. Your Directors are thankful to its valuable customers, esteemed stakeholders and business associates for their continued support and the confidence reposed in the Company and its Management.



For and on behalf of the Board of Directors

Place : Mumbai Purushottam Das Patodia

Date : 17.05.2013 Chairman & Managing Director

---

Mar 31, 2011

To the Members

The Directors are presenting their Seventy Fourth Annual Report and the Audited Accounts for the year ended 31 st March 2011.

FINANCIAL RESULTS AT A GLANCE

Year ended 31st March 2011 2010 Rs. in thousands Rs. in thousands

Turnover and other Income 4,56,181 3,38,839

EBIDTA 2,09,223 (87,634)

Interest 29,380 41,005

Depreciation 2,254 8,490

Amortisation - 18,004

Profit/(Loss) before taxes 1,77,589 (1,55,133)

Exceptional items 88,502 (42,180)

Extraordinary items - (5,500)

Current Taxation - -

Deferred taxation benefit/(Expenses) - 32,204

Profit after tax 89,087 (1,70,609)

Surplus from previous year brought forward 6,593 (3,472)

Transfer from Business Reconstruction Reserve 88,502 2,10,674

Amount available for appropriation 1,84,182 36,593

Appropriations:

Transfer to General Reserve 88,502 30,000

Surplus carried over to Balance Sheet 95,680 6,593

Total Appropriations 1,84,182 36,593

DIVIDEND

Your Directors do not recommend a dividend for the year ended 31 st March 2011 to conserve funds.

RETROSPECTS AND PROSPECTS

Favourable socio-economic changes are driving the demand for premium housing in the country, while organized retail and IT/ITes are emerging as major growth drivers in the commercial and real estate sector. The construction industry has significantly contributed as a conduit for substantial part of its development investment. Increased industrialization, mass urbanization, bolstered economic development and aspirations of the people for improved quality of life standards, demand for commercial property to meet the needs of business such as corporate offices, world-class hotels and retail shopping arcades - all point to a profitable future for your company in the realty sector.

Tirupur has undergone major transformation in the past decade in order to remain a driving force for exports business and growth and has developed substantial cluster economy. It is now a district headquarters and is being nurtured by the government for a sustainable economic growth. The company possesses land bank in Tirupur and its development is now taken up.

As the shareholders are aware, "Prime Enclave Vistas" residential multi-storied apartments have become now a prestigious address to own in Tirupur. The construction of luxury apartments next to Prime Enclave Vistas has started. The construction of a multi-storied commercial complex adjacent to Prime Enclave Vistas is expected to be launched in the coming year.

Under a joint collaboration with FDI investors, the construction of independent luxury villas has commenced. The independent luxury villas designed to match with international standards engulfed in tropical greenery has caught the imagination of the buyers and has evinced good response.

CONSOLIDATED FINANCIAL STATEMENTS

Audited consolidated Financial Statements for the year ended 31 st March 2011 form part of the Annual Report.

SUBSIDIARY COMPANIES

The Reports and Audited Accounts of the subsidiary companies along with the statement pursuant to Section 212 of the Companies Act, 1956, are not forming part of the Annual Report. The Ministry of Corporate Affairs, Government of India, New Delhi has issued a General circular No.2 of 2011 dated 8th February 2011 exempting companies from compliance of Section 212 of the Companies Act. In view of the said circular, the Company has not furnished the financials of its subsidiaries for the financial year 2010-2011.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company has adopted appropriate standards for good Corporate Governance. All the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with. Report on Corporate Governance with Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of Listing Agreement, certificate of the CEO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause is also annexed as part of the said report. A certificate from the auditors to this effect is annexed as part of the Corporate Governance Report.

ENVIRONMENT AND POLLUTION CONTROL

Your Company has been complying with the State Environment and Pollution Control statutes and has instituted adequate measures towards environmental protection.

FIXED DEPOSITS

There are no unpaid deposits. The aggregate amount of deposits as at year end 31 st March 2011 is Rs. 27,568 thousands.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai. The company has paid the listing fees to Bombay Stock Exchange up to 2011-12. The company's application for delisting its equity shares from Coimbatore Stock Exchange is pending approval from the Coimbatore Stock Exchange Limited.

DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information and data is given in Annexure A and B.

DEPOSITORY SYSTEM

As the members are aware, your company's shares are tradable compulsorily in electronic form and your company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Banwarilal Singhal retires by rotation as Director at the ensuing Annual General Meeting and is eligible for re-appointment.

Under Section 262 of the Companies Act, 1956 and Articles 92 of the Articles of Association of the Company, Mr. Venkat Ramaswamy was appointed with effect from July 26,2011 as a Director in the casual Vacancy caused by Mr. Viraj C. Gandhi. He retires by rotation as Director at the ensuing Annual General Meeting and is eligible for re appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors wish to confirm that -

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii The Accounting Policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/(Loss) of the Company for the year.

iii The Directors have taken proper and sufficient care as warranted for the maintenance of adequate accounting records in accordance with the provisions of this Act in safeguarding the assets of the Company and for preventing/detecting any incidence of frauds and other irregularities.

iv The Annual Accounts have been prepared on a going concern basis.

AUDITORS

The Statutory Auditors of the Company, Messrs M.S.Jagannathan & Visvanathan, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

PARTICULARS OF EMPLOYEES

The Ministry of Corporate Affairs has vide notification dated 31st March 2011 enhanced the limits for the purpose of disclosure of particulars of employees in Directors Report as requisite under section 217(2A) read with Companies (Particulars of Employees) Rules, 1975 from the existing limit of Rs. 2 lacs per month / Rs. 24 lacs per year to Rs. 5 lacs per month / Rs. 60 lacs per year. The aforesaid disclosure is not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors record with a deep sense of gratitude to the working capital bankers for the excellent support and co-operation rendered by them to the company. Your Directors are thankful to its valuable customers, esteemed stakeholders and business associates for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board of Directors

Purushottam Patodia Chairman

Place: Mumbai Date : 30.06.2011

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Mar 31, 2010

The Directors are presenting their Seventy Third Annual Report and the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS AT A GLANCE

Year ended 31st March 2010 2009 Rs. in thousands Rs. in thousands

Turnover and other Income 3,38,839 7,68,908

EBIDTA (87,634) 2,17,601

Interest 41,005 55,296

Depreciation 8,490 20,261

Amortisation 18,004 25,574

Profit/(Loss) before taxes (1,55,133) 1,16,470

Exceptional items (42,180) (2,09,605)

Extraordinary items (5,500) --

Current Taxation -- --

Deferred taxation benefit/(Expenses) 32,204 17,827

Fringe benefit tax -- (1,359) Minimum Alternate Tax Credit entitlement -- -- Profit after tax (1,70,609) (76,667)

Surplus from previous year brought forward (3,472) 8,580

Transfer from General Reserve - 64,615

Transfer from Business Reconstruction Reserve 2,10,674 -

Amount available for appropriation 36,593 (3,472)

Appropriations:

Proposed Dividends - -

On Equity Capital - -

Tax on Distributed Profits

Transfer to General Reserve 30,000 -

Surplus carried over to Balance Sheet 6,593 (3,472)

Total Appropriations 36,593 (3,472)

SCHEME OF ARRANGEMENT

As the shareholders are aware, the Scheme of Arrangement between the company and the shareholders has been approved by the Honble High Court of Judicature at Madras. The Scheme, inter-alia, provides for financial restructuring by reinstatement of the immovable assets at their fair value. The emanating reserve has been dealt with in the manner provided under the Scheme.

CHANGE OF NAME OF COMPANY

Your company over past years, been giving a thrust towards fostering its business in the Realty Sector. After its initial success in constructing best-of-the-class residential apartments, the company now takes a leap-forward for construction of world-class luxury villas and various corporate and commercial blocks at Tirupur. A change in name of the company as "Prime Urban Development India Limited" has been just a reflection of the changed business focus. Your company continues its ethos of values and always strives to deliver the best to the stakeholders. The new name has been approved by the Registrar of Companies, Coimbatore vide theirletter dated 05.07.2010.

DIVIDEND

Your Directors do not recommend a Dividend forthe year ended 31 st March 2010 in view of the present status of the ongoing project.

RETROSPECTSAND PROSPECTS

India has emerged as the second fastest growing economy in the world. The construction industry has significantly contributed as a conduit for substantial part of its development investment. Increased industrialization, mass urbanization, bolstered economic development and aspirations of the people for improved quality of life standards, demand for commercial property to meet the needs of business such as corporate offices, world-class hotels and retail shopping arcades - all point to a profitable future for your company in the realty sector.

Tirupur has been a forerunner in contributing to the nations economy. It is now a district headquarters and is being nurtured by the government for a sustainable economic growth. The company possesses high-value land bank in Tirupur and its development is now taken up.

As the shareholders are aware, "Prime Enclave Vistas" residential multi-storied apartments have become now a prestigious address to own in Tirupur. The turnover of Prime Developers for the financial year 2009 -10 is Rs. 1,13,433 thousands. The construction of a multi-storied commercial complex adjacent to Prime Enclave Vistas is expected to be launched in the coming year. The construction of luxury duplex villas next to Prime Enclave Vistas is to commence shortly.

Your company has closed down and disposed off its textile manufacturing base and has discharged all the connected liabilities. It nevertheless continues its presence, though not significant, in the textile sector.

CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements fortheyearended March 31, 2010 form part of the Annual Report.

SUBSIDIARY COMPANIES

The Reports and Audited Accounts of the subsidiary companies along with the statement pursuant to Section 212 of the Companies Act, 1956, are not forming part of the Annual Report. Your company sought and obtained approval from the Ministry of Corporate Affairs, Government of India, New Delhi for the Financial Year 2009-10 in respect of the applicability of provisions contained in subsection (1) of Section 212 of the Companies Act, 1956 in relation to these four wholly-owned subsidiary companies that carry no significant commercial activities.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company has adopted appropriate standards for good Corporate Governance. All the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with. Report on Corporate Governance with Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of Listing Agreement, certificate of the CEO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause is also annexed as part of the said Report. A certificate from the auditors to this effect is annexed as part of the Corporate Governance Report.

ENVIRONMENT AND POLLUTION CONTROL

Your Company has been complying with the State Environment and Pollution Control statutes and has instituted adequate measures towards environmental protection.

FIXED DEPOSITS

There are no unpaid deposits except the ones matured but remaining unclaimed amounting to Rs. 2,738 thousands (Rs.11,410 thousands) by 2 depositors and all of them have since been renewed.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai. The company has paid the listing fees to Bombay Stock Exchange upto 20-10-11. The companys application for delisting its equity shares from Coimbatore Stock I Exchange is pending approval from the Coimbatore Stock Exchange Limited.

DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information and data is given in Annexure B. A Cash Flow Statement, as required by Clause 32 of the Listing Agreement with the stock exchanges is forming part of the Notes on accounts.

DEPOSITORY SYSTEM

As the members are aware, your companys shares are tradable compulsoriiy in electronic form and your company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Companys shares on either of the Depositories as aforesaid.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr.N.K. Bafna retires by rotation as Director at the ensuing Annual General Meeting and is eligible for re-appointment.

Mr. B.K. Srinivasa Ragavan relinquished the office as a whole-time Director and under Section 260 of the Companies Act, 1956 read with Article 93 of the Articles of Association of the Company, he was appointed as an Additional Director with effect from 10.07.2010. He is eligible for re-appointment at the ensuing Annual General Meeting.

DIRECTORSRESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors wish to confirm that -

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii The Accounting Policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of theProfit / (Loss) of the Company for the year.

iii The Directors have taken proper and sufficient care as warranted for the maintenance of adequate accounting records in accordance with the provisions of this Act in safeguarding the assets of the Company and for preventing/detecting any incidence of frauds and other irregularities.

iv The Annual Accounts have been prepared on a going concern basis.

AUDITORS

The Statutory Auditors of the Company, Messrs M.S.Jagannathan & Visvanathan, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

PARTICULARS OF EMPLOYEES

Astatement showing the particulars of employees referred to in sub section (2A) of section 217 of the Companies Act 1956 read with Companies (Particulars of employees) Rules 1975 is given in Annexure Aforming part of this report.

ACKNOWLEDGEMENTS

Your Directors record with a deep sense of gratitude to the working capital bankers for the excellent support and cooperation rendered by them to the company. Your Directors are thankful to the its valuable customers, esteemed stakeholders and business associates for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board of Directors

Place : Tirupur Purushottam Patodia

Date : 12.11.2010 Chairman and Managing Director