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Directors Report of Puravankara Projects Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their report for the Financial Year Ended 31 March 2015.

We have pleasure in presenting the twenty ninth Annual Report on the business and operations of the Company together with the audited results for the financial year ended 31 March 2015.

Standalone

Particulars Fiscal Fiscal 2015 2014

Rs. crore Rs. crore

Total Income 1,218.41 966.54

Profit before tax 77.17 140.97

Net profit for the year 85.33 106.03



Consolidated

Particulars Fiscal Fiscal 2015 2014

Rs. crore Rs. crore

Total Income 1,690.62 1,313.30

Profit before tax 154.95 242.83

Net profit for the year 132.73 159.98

Financial Performance

The Standalone revenues of the company stood at Rs.1,218.41 crore as compared to Rs. 966.54 crore in the previous fiscal, showing an increase of 26.06%. Profit after tax was Rs. 85.33 crore as compared to Rs. 106.03 crore in the previous fiscal, showing a decrease of 19.52%.

The Group consolidated revenues of the company stood at Rs.1690.62 crore as compared to Rs.1313.30 crore in the previous fiscal, showing an increase of 28.73%. Profit after tax was Rs.132.73 crore as compared to Rs.159.98 crore in the previous fiscal, showing a decrease of 17.03%.

Dividend

Your Board approved a dividend policy for the Company in its meeting held on 6 August 2013. The said dividend policy indicate that the Company will endeavor to pay 33.33% of the Profit After Tax (PAT) earned by the Company during each Financial Year, having regard to the business exigencies and general economic Outlook for distribution as Dividend to the Shareholders, including Dividend Distribution Tax and/or such other Taxes payable on Dividends Distributed.

In line with the aforesaid dividend policy,the Board had recommended at its meet held on 15 May 2015, a Final dividend amounting to Rs.1.55 per equity share (31.00%) on 237,149,686 equity shares of Rs.5/- each, for the financial year ended 31 March 2015.

The Register of Members and Share Transfer Books will remain closed from 17 September 2015 - 24 September 2015 (both days inclusive) for the purpose of payment of the final dividend for the Financial Year ended March 31, 2015. The Annual General Meeting (AGM) is scheduled to be held on 24 September 2015.

The total outflow on account of dividend would be as follows:

(Rs. In crore)

31 March 2015 31 March 2014

Dividend 36.76 45.53

DDT 7.48 7.74

Total 44.24 53.27

Transfer to Reserves

Since the Board has decided to pay a dividend of Rs. 1.55 per equity share (31.00%) for the Financial Year ended 31 March 2015, an amount of H8.54 crore (10% of the Standalone net profit for the year) has been transferred to the General Reserves pursuant to Sec 123 of the Companies Act 2013.

Details of adequacy of Internal Financial Controls (IFC)

In pursuance to section 134(5)(e), your Company has a proper and adequate system of internal controls in place to ensure that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorised use or disposition and smooth functioning of its business. The processes and the systems are reviewed constantly and changed to address the changing regulatory and business environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company's assets. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

The ERP system which your Company had implemented has helped in further strengthening the IFC that are in place. The existing IFC and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The internal auditors periodically review the internal control systems, Policies and procedures for their adequacy, effectiveness, and continuous operation for addressing risk management and mitigation strategies.

Share Capital

The paid-up equity share capital as on 31 March 2015 was H118.58 crore. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year

The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options

Debentures

During the year your Company has not issued any Debentures and the total debentures outstanding as on the date of this report is H Nil.

Fixed Deposits

During the year your Company did not invite nor accept any fixed deposits from public and as such, there existed no outstanding principal or interest as on the Balance Sheet date.

Directors and Key Managerial Personnel

Pursuant to the section 149(4) of the Companies Act, 2013, every listed company is required to have at least one third of its directors as independent directors. The board already has one half of its directors in the category of independent directors in the terms of the provisions of Clause 49 of the listing agreement The Board therefore in its meeting, held on 7 August 2014 approved the appointment of Mr. Anup S. Shah (DIN: 00317300), Mr. RVS Rao (DIN: 00061599) and Mr. Pradeep Guha(DIN: 00180427), the existing 'Independent Directors' under Clause 49, as 'Non-Executive Independent Directors' (NEID) pursuant to Companies Act, 2013, subject to approval of Shareholders. Further, as required under the said Act and the rules made thereunder, at the AGM held on 22 September 2014, the said directors were appointed as Non- Executive Independent Director (NEID) by the shareholders for a period of 5 years, commencing from 22 September 2014 to 21 September 2019, for a remuneration (in the form of commission and sitting fee) to be paid as may be decided by Board of directors of the company, subject to the limits as approved by them at same AGM as held aforesaid. According to Sec 149(13) of the Companies Act, 2013, the said directors shall not be liable to retire by rotation.

During the Year Mrs. Geetanjali Vikram Kirloskar (DIN: 01191154) was appointed as an additional director in a capacity of Non-Executive Independent Director (NEID) of the company by the Board of Directors on 22 September 2014, whose appointment requires the approval of the shareholders at the forthcoming Annual General Meeting. Keeping in view the overall limit of 5 years (extendable by additional term of 5 more years) and subject to the aforesaid approval by the shareholders, the term of proposed appointment would be up to 21 September 2019.

Mr. Anup S. Shah Resigned as Independent Director of the Company w.e.f. the Closing Hours of 21st July, 2015

Your Directors place on record their sincere appreciation of the valuable contribution made by the aforesaid Directors and Company Secretary to the Company.

Necessary details have been annexed to the Notice of the meeting in terms of Section 102(1) of the Companies Act, 2013.

All the continuing 'Non-Executive Independent Directors' have submitted 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 Section 149(6) of the said Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

With the proposed appointment of 'Non- Executive Independent Director', the conditions specified in the Act and the rules made thereunder as also under new Clause 49 of the Listing Agreement stands complied.

The existing Whole-time Directors were appointed earlier as Directors not to Retire by Rotation vide a Resolution passed by the Shareholders at the Annual General Meeting held on 24 September 2011. To ensure compliance to Section 152 of the Companies Act, 2013, the Board of Directors based on the Shareholders Authorisation as aforesaid and with a view to Comply with the aforesaid provisions, passed a Resolution at its Board Meeting held on 7 August 2014, to make the Whole-time Directors liable to retire by rotation. In line with the Resolution,Mr. Ashish Ravi Puravankara, Director of the Company,is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible for re- appointment offer himself for re-appointment as a director.

Details of Directors seeking Appointment/ Re- Appointment at the Annual General Meeting (pursuant to Clause 49(VIII)(E) of the Listing Agreement), forms part of the Notice of the Annual General Meeting.

Changes in the Whole-time directors/Company Secretary/Senior Management/KMP

Based on the resolution passed by the Board of directors at its Board Meeting held on 15 May 2015, the following changes in Whole-time directors/Senior Management/KMP were affected by the company:-

Name Before 15 May 2015

Mr. Ravi Puravankara Chairman and Managing Director

Mr. Ashish Ravi Puravankara Joint Managing Director

Mr. Nani R. Choksey Deputy Managing Director

Mr. Jackbastian K. Nazareth Group - Chief Executive Officer

Mr. Anil Kumar .A Chief Financial Officer

Mr. Hari Ramakrishnan Deputy Chief Financial Officer



Name On and After 15 May 2015

Mr. Ravi Puravankara Chairman

Mr. Ashish Ravi Puravankara Managing Director and CEO$

Mr. Nani R. Choksey Joint Managing Director$

Mr. Jackbastian K. Nazareth Chief Development Officer

Mr. Anil Kumar .A - *

Mr. Hari Ramakrishnan Chief Financial Officer #

$Changes subject to the Approval of the shareholders at the ensuing Annual General Meeting.

*Mr. Anil Kumar resigned as Chief Financial Officer (CFO) of the company w.e.f 20 March 2015. The board wishes to place on record its deep appreciation for the valuable contribution made by him during his tenure as the CFO of the Company.

#Mr. Hari Ramakrishnan, Deputy CFO was appointed as the Key Managerial Personnel with a designation as Chief Financial Officer, pursuant to Sec 203 of the Companies Act, 2013, w.e.f 15 May 2015.

Mr. V P Raguram resigned as Company Secretary of the Company w.e.f. the Closing Hours of 14 August, 2015

Mr. V. Ravi Kumar Reddy was appointed as Company Secretary & Compliance Officer of the Company w.e.f 14 August 2015

Meetings of the Board

Five (5) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of this Annual Report.

Policies Created During the Year

Following are the policies created during the year and placed on the website of your company:

1. Code of Conduct for prevention of Insider Trading

2. Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information(UPSI)

3. Policy for determining material Subsidiaries

4. Policy on materiality of Related Party Transaction

5. Policy for Corporate Social Responsibility

6. Nomination and Remuneration Policy including Criteria for making payment to Directors (Non-Executive and Executive) and Senior Management Personnel.

7. Risk Management Policy

Committees Created During the Year

Following are the Committees created during the year and placed on the website of your company:

1. Corporate Social Responsibility Committee.

2. Risk Management Committee.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

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

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

d) the annual accounts of the Company have been prepared on a 'going concern' basis.

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

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

Directors' Remuneration Policy and Criteria for matters required under Section 178

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Nomination and Remuneration Policy, providing (a) criteria for determining qualifications, positive attributes and independence of directors and (b) a policy on remuneration for directors, key managerial personnel and other employees. The detailed Remuneration Policy is placed on the Company's website www.puravankara.com.

Familiarisation Programme

With a view to familiarise the Independent Directors with the Company's operations, as required under Clause 49, the Company has held various familiarization programmes for the Independent Directors throughout the year on an ongoing and continuous basis. Some of the familiarization programmes carried out during the year were as under:

1. Various presentations were made by business heads of the Company from time to time on different functions and areas.

2. Deliberations were held and presentations were made from time to time on major developments in the areas of the new Companies Act, 2013, the new Clause 49 of the Listing Agreement.

The details of familiarization programmes are also placed on the Company's website www.puravankara.com

Auditors & Auditors' Report

M/S. Walker Chandiok & Co. LLP, (formerly Walker, Chandiok & Co), Chartered Accountants, (LLP Registration No. 001076N/N500013),Chartered Accountants, statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received from M/S. Walker Chandiok & Co. LLP, a consent letter to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013.

The Consolidated Auditors' Report and the Stand- alone Auditors' Report to the shareholders for the year ended 31 March 2015 does not contain any qualification and hence do not call for any further comments.

Cost Auditors

The Board has appointed M/s. GNV Associates, Cost Accountants; for conducting the audit of cost records of the Company for the financial year 2014-15.

Secretarial Audit

The Board has appointed Mr. V Karthick (Membership No. ACS-11910, PCS-4680), Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is attached herewith marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in Note 12 and 14 to the standalone financial statement of the Company.

Contracts and arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www. puravankara.com.

The details of the related party transactions are attached herewith as Annexure II Form AOC-2

Consolidated Financial Statements

In accordance with the Accounting Standard AS- 21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the audited Consolidated Financial Statements forms part of this Annual Report.

Subsidiaries

The Company has in all 20 Subsidiaries (including a step-down subsidiary in Sri Lanka) out of which 16 Companies are in India and 4 are abroad (6 - Public Limited Companies & 14 - Private Limited Companies). Of these, only Provident Housing Ltd. is a Material Non-listed Indian Subsidiary Company (MNLIS) as defined under the Listing Agreement.

In pursuance to Clause 49(V) of the Listing Agreement, Mr. Anup S. Shah and Mr. Pradeep Guha, Independent Directors on the Board of the Company was also on the board of Provident Housing Ltd., which is a Materially Non-listed Indian Subsidiary Company (MNLIS). He resigned as Director w.e.f the closing hours of 21 July 2015. Mr. RVS Rao was appointed as Director of Provident Housing Limited w.e.f 14 August 2015 No Investments were effected by Provident Housing Limited during the year. The Audit Committee of the Company reviews the Financial Statements of the said Subsidiary and its Minutes are also placed before the Board of Directors of the Company.

Your Company had invested Rs. 221,186,000 during Jun' 2007 in Keppel Magus Development Private Limited, in consideration of being allotted 362,600 shares of Rs. 610/- each, holding 36.26% stake in the Company, together with Wisley Pte Ltd. - Part of Keppel Group, holding 37.74% and RSJ Developers Private Limited, holding 26.00%. On 9 May 2014, your Company entered into a Share Purchase Agreement with BMS Reality Pvt. Ltd. to sell its entire holdings together with Wisley Pte. Ltd. and RSJ Developers Private Limited. Further, a Supplementary Share Purchase Agreement was entered on 27 June 2014 so as to complete the sale on 2 July 2014.

The Sale Consideration amounted to Rs. 322,113,271 and was duly received by your Company on 2 July 2014. On a Historical Cost basis, the Investment has earned a profit of Rs. 100,927,271. Consequent to the aforesaid sale, Keppel Magus Development Private Limited, ceases to be an Associate Company.

On 6 April 2015 Investment (10,000 Shares of Rs. 10 /- each) in Purva Good Earth Properties Pvt. Ltd. was transferred to Provident Housing Ltd. (a Subsidiary of the Company) for a Consideration of Rs. 1,00,000. Profit on sale of Investment amounted to Rs. 0 (NIL). Consequently, Purva Good Earth Properties Pvt. Ltd. ceases to be a Subsidiary company with effect from that date and has becomes a step-down Subsidiary of the company.

Details of Companies which became / ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies are specified in Annexure III.

Statement relating to Subsidiaries & its financial statements

Information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss and proposed dividend are attached herewith as AnnexureIV (i.e. Form AOC-1).

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the Registered Office of the Company.

In accordance with the provisions of Sections 136 of the Companies Act, 2013, the annual financial statements and the related documents of the subsidiary companies of the company are placed on the Company's website www.puravankara.com

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this report.

Energy, Technology Absorption and Foreign Exchange

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Technology Absorption: Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labor intensive, we believe that mechanisation of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.

We have also invested in automating our processes to accelerate the decision making process and have commenced implementation of Ramco ERP software during the year for the entire group. We have also commenced work on implementing an entity wide ERP platform during the year. We intend to continue this process of investments in innovative techniques.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving measures are being taken across all its projects.

Foreign Exchange: Foreign exchange earned during the year ended 31 March 2015 is equivalent to Rs. 3.05 crore and the expenditure is equivalent to Rs. 6.56 crore.

Risk Management Policy

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

Puravankara Projects Limited had commitment to invest in social causes even before the same was made mandatory under the Companies Act 2013. Our CSR initiatives have focused on improving civic amenities, promoting interest in arts and sports apart from sponsoring education to the needy. Efforts include the development and maintenance of roads, parks, fire station and a war memorial apart from supporting schools and creches for the children of unskilled labourers as well as support to old-age homes.

Constitution of Corporate Social Responsibility Committee

According to Section 135 of the Companies Act, 2013 read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and revised Schedule VII to the said Act which came into effect from 1 April 2014, all companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising 3 or more directors, with at least one of them being an Independent Director.

CSR Activities in Financial Year 2014-15

Puravankara strongly believes that corporates have a special and continuing responsibility towards social development. The Group focusses on creating a sustainable impact on the development of communities through initiatives in education, health and safety, arts and sports, civic amenities as well as environment.

The Group strives to ensure that environmental management is assigned a high level of importance. Puravankara is committed to make the environment greener and healthier by maintaining parks/medians with nurturing plants and trees around the city. The public amenities maintained by the Group are the Kamaraj Road Median, Anil Kumble Circle, Cubbon Road Median, Indian Express Median in front of the Coffee Board, Marathalli Median, Domlur Park, War Memorial, Rest House Park, Ulsoor Road and SuvarnaJayanti Park.

The art and culture of our nation are a vast continuum evolving incessantly since time immemorial. Preserving and nurturing our art and culture is therefore essential and assumes a lot of importance. Towards this effort, Puravankara sponsored the efforts of Sursagar, a non-profit organisation that promotes Art by conducting events, and also sponsors talented students from socially and economically backward communities from rural Karnataka.

The company has also identified a Cultural Trust which runs a theatre and also conducts various trainings for the promotion of arts. This theatre requires substantial refurbishment and upgrading of equipments to ensure availability of modern technologies. The Trust is managed by veteran artists and other senior renowned personalities and also they conduct international film festivals. The company intends to contribute for this cause which would help the promotion of the arts and culture.

Puravankara has also contributed to Premanjali Educational Trust, a non-profit organisation in Bengaluru for destitute and homeless children. Premanjali Education Trust provides formal education and holistic development to the underprivileged children with conceptualized projects and programs. They also periodically conduct events to raise funds, and Puravankara was the key sponsor for the 6th Premanjali festival held recently. This prestigious event showcased three legends of the Indian music Dr. L Subramaniam, Dr. Balamurali Krishna & Pt. Hariprasad Chaurasia who shared the dais for the first time ever.

In association with various voluntary organisations, support was provided to a number of children of unskilled laborers at our project sites. At Purva Highland/ High Crest, we continue to run a school for such children, where basic education is imparted along with a midday meal.

As a part of our initiative to support a Home for the aged, we associated with the non-profit organisation Little Sisters of the Poor. This is a charitable institution that receives the aged, 65 years of age and above, men and women, irrespective of caste, creed or religion, who are really in need of home, care and concern. 2015 marked 100 years of Little Sisters of the Poor being in India, and Puravankara wholly supported this endeavour, as they plan to expand and leverage their resources to a larger group.

Puravankara in its pursuit for inclusive growth, has joined hands with the policies of the Government by contributing to the Prime Minister's Relief Funds and similar other funds for rural development.

The Annual report on CSR Activities are attached herewith as Annexure V.

Extract of Annual Return

Extract of Annual Return of the Company, in pursuance to Section 92 of the Companies Act, 2013 is attached herewith as Annexure VI to this Report.

Particulars of Employees and related disclosures

The statement containing particulars of employees, including ratio of Remuneration of Director etc., as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel),Rules, 2014 are attached herewith as Annexure VII to this Report. However,having regard to the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report excluding the particulars of employees as aforesaid is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Corporate Governance

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding the compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the stock Exchanges form a part of this Annual Report.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

Credit Rating

Long-term rating of the Company stands at [ICRA] BBB, in respect of the various Fund and Non-Fund based Credit Facilities totaling to Rs. 1,650 crores sanctioned to the Company. The rating has been issued by ICRA during December 2014 and will be reviewed by them on an ongoing basis

Shares under Compulsory Dematerialization: The Company's equity shares are compulsorily tradable in electronic form. As on 31 March 2015,

0.0002% of the Company's total equity paid-up capital representing 402 shares (6 Shareholders) is in physical form and the remaining shares namely 237,149,284 (99.9998%) are in electronic form. In view of the numerous advantages offered by the Depository system, the Members holding shares in physical form are advised to avail of the facility of dematerialization.

Name Number of Shares %

DEMAT 23,71,49,284 99.9998%

PHYSICAL 402 0.0002%

TOTAL 23,71,49,686 100%

Insider Trading Regulations

SEBI had brought in a new regulation named as SEBI (Prohibition of Insider Trading Regulation) 2015, in place of SEBI Insider trading regulation 1992. Pursuant to the new regulation your company has formulated Code of Conduct for Prevention of Insider Trading & Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information the same is placed in the website of your company.

Statutory Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

3. In compliance with the requirements of a new legislation viz. "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013", introduced by the Government of India, which came into effect from 9 December 2013, the Company has adopted a 'Policy to provide Protection Against Sexual Harassment of Women in Workplace', which has been displayed on the Website of the Company. There were no cases reported during the year under review under the said policy.

Acknowledgements

Your Directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, which through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives.

For and on behalf of the Board of Directors

Ravi Puravankara Ashish Ravi Puravankara Chairman Managing Director & Chief Executive Officer

Bengaluru 14 August, 2015


Mar 31, 2014

Dear Members,

since this report pertains to Financial Year that commenced prior to 1 April 2014, the contents therein are governed by the relevant provisions/ schedules/rules of the Companies Act, 1956, which is in compliance with general circular no. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

Financial performance

For the financial year ended 31 March 2014, puravankara projects limited recorded Revenues of Rs.9,665.39 million as compared to Rs.8,178.43 million in the previous fiscal, showing an increase of 18.18%. Proft after tax was Rs.1,060.30 million as compared to Rs.1,122.81 million for the previous year ended 31 March 2013, a decrease of 5.57%. A sum of H161.49 million was appropriated to debenture Redemption Reserve and H106.10 million to the General Reserve.

The Group consolidated revenue stood at H13,133.03 million as compared to Rs.12,484.80 million in the previous fiscal, showing an increase of 5.19%. Proft after tax stood at Rs.1,599.78 million during the Financial Year 2013-14 as compared to Rs.2,434.35 million, a decrease of 34.28%.

dividend

Your Board approved a dividend policy for the Company in its meeting held on 6 August 2013. the said dividend policy indicate that the Company will endeavor to pay 33.33% of the Proft After Tax(PAT) earned by the Company during each Financial Year, having regard to the business exigencies and general economic outlook for distribution as dividend to the shareholders, including dividend distribution tax and / or such other taxes payable on dividends distributed.

In line with the aforesaid dividend policy, the Board had recommended a Final dividend amounting to Rs.1.92 per equity share (38.40%) on 237,149,686 equity shares of Rs.5/- each, for the financial year ended 31 March 2014.

The Register of Members and share transfer Books will remain closed from 16 September 2014 – 22 September 2014 (both days inclusive) for the purpose of payment of the final dividend for the Financial Year ended 31 March 2014. the Annual General Meeting (AGM) is scheduled to be held on 22 September 2014.

Transfer to Reserves

since the Board has decided to pay a dividend of H1.92 per equity share (38.40%) for the Financial Year ended 31 March 2014 an amount of Rs.106.10 (10% of the Standalone net proft for the year) has been transferred to the General Reserves under Companies (Transfer of Profits to Reserves) Rules, 1975.

Debntures

During the year your Company has not issued any additional debentures. during the year, 288 nos. of debentures, altogether having a balance face value of H3.40 million each has been redeemed. Your Company has been regularly servicing the interest and principal obligations on the said debentures.

The total debentures outstanding as on the date of this report is Rupees nil.

Fixed deposits

During the year your Company did not invite nor accept any fixed deposits from public and as such, there existed no outstanding principal or interest as on the Balance sheet date.

Directors

Pursuant to the section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. the board already has one half of its directors in the category of independent directors in the terms of the provisions of Clause 49 of the listing agreement. the Board therefore in its meeting, held on 7 August 2014 approved the appointment of the existing ''Independent directors'' under Clause 49, as ''non-executive Independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders.

As required under the said Act and the rules made thereunder, the same is now put up for approval of the members at the ensuing Annual General Meeting. Necessary details have been annexed to the notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The ''non-executive Independent directors'' have submitted 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 section 149(6) of the said Act.

With the proposed appointment of ''non- executive Independent directors'', the conditions specified in the Act and the rules made thereunder as also under new Clause 49 of the listing Agreement stands complied.

The existing Whole-time directors were appointed earlier as directors not to Retire by Rotation vide a Resolution passed by the Shareholders at the Annual General Meeting held on 24 september 2011. to ensure compliance to section 152 of the Companies Act, 2013, the Board of directors based on the shareholders Authorisation as aforesaid and with a view to Comply with the aforesaid provisions, passed a Resolution at its Board Meeting held on 7 August 2014, to make the Whole-time directors liable to retire by rotation. In line with the Resolution Mr. Ravi puravankara, Chairman & Managing director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment offer himself for re-appointment as a director.

Directors'' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In preparation of the annual accounts the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year ended 31 March 2014 and of the proft of the Company for that period;

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

d) The annual accounts of the Company have been prepared on a ''going concern'' basis.

Auditors & Auditors'' Report

M/S. Walker Chandiok & Co. LLP, (formerly Walker, Chandiok & Co), Chartered Accountants, (Registration no. 001076n/n500013), Chartered Accountants, statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received from M/S. Walker Chandiok & Co. LLP, a consent letter to the effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013.

The Consolidated Auditors'' Report and the stand-alone Auditors Reports'' to the shareholders for the year ended 31 March 2014, does not contain any qualifcation and hence do not call for any further comments.

Subsidiaries

The Company has in all 20 subsidiaries (including a step-down subsidiary in sri lanka) out of which 16 Companies are in India and 4 are abroad (6 - public limited Companies & 14 - private limited Companies). of these, only provident housing ltd. is a Material non-listed Indian Subsidiary Company (MNLIS) as defned under the listing Agreement

In pursuance to Clause 49(III) of the listing Agreement, Mr. Anup s shah, an Independent director on the Board of the Company is also on the board of provident housing ltd., which is a Materially non-listed Indian subsidiary Company (MnlIs). no Investments were effected by provident housing limited during the year. the Audit Committee of the Company reviews the Financial statements of the said subsidiary and its Minutes are also placed before the Board of directors of the Company.

Statement Relating to Subsidiaries

The Board of directors in its meeting held on 16 May, 2014, in compliance with Circular no. 2 of 2011 dated 8 Febr uary 2011 issued by the Ministry of Corporate Affairs (MCA), has approved the presentation of audited consolidated financial statements of puravankara projects limited (the ''Company'') with its subsidiaries and further, consented not to attach the balance sheet of the subsidiaries to the Annual Report 2013-2014 of the Company. Your Company has annexed to this report the information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities details of investment, turnover, proft before taxation, provision for taxation, proft after taxation/loss and proposed dividend.

Your directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the Registered office of the Company.

divestment of equity shares in Keppel Magus development private limited, an Associate Company

Your Company had invested H221,186,000 during Jun'' 2007 in Keppel Magus development private limited, in consideration of being allotted 362,600 shares of H610/- each, holding 36.26% stake in the Company, together with (Wisley pte Ltd. – Part of Keppel Group, holding 37.74%) and (RsJ developers private limited, holding 26.00%).

on 9 May 2014, your Company entered into a share purchase Agreement with BMs Reality pvt. ltd. to sell its entire holdings together with Wisley pte. ltd. and RsJ developers private limited. Further, a supplementary share purchase Agreement was entered on 27 June 2014 so as to complete the sale on 2 July 2014.

The sale Consideration amounted to H322,113,271 and was duly received by your Company on 2 July 2014. on a historical Cost basis, the Investment has earned a proft of H100,927,271. Consequent to the aforesaid sale, Keppel Magus development private limited, ceases to be an Associate Company.

Consolidated Financial statements

In accordance with the Accounting standard As- 21 on Consolidated Financial statements read with Accounting standard As-23 on Accounting for Investments in Associates, Clause 32 of the listing Agreement entered into with the stock exchanges, the audited Consolidated Financial statements forms part of this Annual Report.

Raise of Additional Capital

The securities Contracts (Regulations) Rules 1957, as amended, as on 4 June 2010 and 9 August 2010 requires that at least 25% of the outstanding equity shares are held by the public on or before 3 June, 2013 (the Minimum public shareholding Requirement). pursuant to the said requirement, seBI had amended Clause 40A of the listing agreement listing out various options available to any Company for reducing the promoter holding. the Company had engaged with seBI along with the appointed Book Running lead Managers to clarify and seek options in addition to those prescribed under Clause 40A. After deliberations, the Company had opted for issuing additional shares not exceeding 23,725,351 equity shares through the Institutional placement programme (''Ipp'') along with an offer for sale (''oFs'') by the promoters to bring the promoters shareholding to 75%. The Company fled its Red-Herring prospectus dated 17 May 2013 for the Ipp and was opened for subscription to Qualifed Institutional Buyers on 22 May 2013 and was completed on the same day. the issue was oversubscribed by 1.49 times and the issue price was fixed at H81 per share with the same face value of H5/- per share and all the allotment formalities were completed on 28 May 2013.

The OFS by the promoters was opened for subscription on 23 May 2013 and was completed on the same day with an oversubscription of 1.63 times.

With the above two transactions, the promoter holding in the Company stands at 75% post issue. the Company has raised total capital H1,921.76 million through Ipp. the Ipp monies received by the Company have been used to repay/prepay existing debt as listed out in the use of proceeds in the Prospectus. The financial effect of these transactions was duly recorded in the quarter ended 30 June 2013. Brief summary of the monies raised through Ipp is as under:

million

Towards share Capital 118.63

Towards share premium 1,803.13

Less: Ipp expenses (153.96)

Net Ipp proceeds 1,768.80

The Company has completed all the formalities in connection with the seBI / stock exchanges & MCA authorities.

Personnel

As required under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure to this Report. however, having regard to the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforementioned information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such information may write to the Company secretary at the Registered office of the Company.

Energy, technology Absorption and Foreign exchange

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (disclosure of particulars in the Report of Board of directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Technology Absorption: Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labor intensive, we believe that mechanisation of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.

We have also invested in automating our processes to accelerate the decision making process and have commenced implementation of Ramco eRp software during the year for the entire group. We have also commenced work on implementing an entity wide eRp platform during the year. We intend to continue this process of investments in innovative techniques.

Energy: the Company is in the business of property development and does not require large quantities of energy. however, wherever possible energy saving measures are being taken across all its projects.

Foreign Exchange: Foreign exchange earned during the year ended 31 March 2014 is equivalent to H13.25 million and the expenditure is equivalent to Rs.7.60 million.

Corporate Governance

A separate section on Corporate Governance and a certifcate from the statutory auditors of the Company regarding the compliance of the conditions of corporate governance as stipulated in Clause 49 of the listing Agreement entered into with the stock exchanges form a part of this Annual Report.

Management discussion and Analysis

A separate section on Management discussion and Analysis as stipulated under Clause 49 of the listing Agreement entered into with the stock exchanges forms a part of this Annual Report.

Corporate social Responsibility (CsR)

puravankara projects limited had commitment to invest in social causes even before the same was made mandatory under the Companies Act 2013. our CsR initiatives have focused on improving civic amenities, promoting interest in arts and sports apart from sponsoring education to the needy. efforts include the development and maintenance of roads, parks, fire station and a war memorial apart from supporting schools and crèches for the children of unskilled labourers as well as support to old-age homes.

CSR Activities in Financial Year 2013-14

In association with various voluntary organisations, support was provided to a number of children of unskilled labourers at our project sites. At purva highland/ high Crest, we ran a school for such children, where basic education was imparted. the children were also provided midday meal and 70 of them attended the school in 2013-14. 12 children were supported through the crèche at purva venezia and at purva skywood, 25 children were supported during the financial year 2013-2014

Our contribution to the city of Bengaluru was through maintaining the War Memorial at M.G. Road, maintenance of medians at Anil Kumble Circle, Kamraj Road, Coffee Board & Marathahalli and renovation and maintenance of parks in Rest house Road and domlur. We also sponsored the "Creating Civic leaders for Bengaluru" by Bangalore political Action Committee (BpAC) as part of the BpAC''s drive to promote awareness on the need for good political leadership and address civic issues in Bengaluru.

Our commitment to promote and strengthen regional culture of Karnataka and tamil nadu continued this year as well. We sponsored the ''Kannada Rajyotsava'' event held in new York in addition to the musical event by noted Kannada musician hamsalekha held by Kannada Sangha in Singapore. We also sponsored an event conducted by Navi Mumbai Tamil Sangam at navi Mumbai and the tamil new Year Celebration "Chithirai

Thiruvizha 2014" in united Kingdom organized by World tamil organisation.

Our commitment to promote education made us to sponsor the Marketing strategy Competition "prove Your Mettle" held at Indian Institute of Management, Kozhikode and the winning teams were given cash prizes

We sponsored the Art event of noted artist vani Ganapathy. We supported ''Firefies'', a three-day theatre festival where 400 children demonstrated the impact of excellent education on children, organized by a trust that is currently leading an India-wide movement to eliminate educational inequality.

In sports, we sponsored the Puravankara Masters Badminton Tournament 2014 and puravankara Bangalore Golf Team for ''The Louis Philippe Cup 2014'' of which we were the runners up.

Constitution of Corporate social Responsibility Committee (CsR Committee)

According to section 135 of the Companies Act, 2013 read together with Companies (Corporate social Responsibility policy) Rules, 2014 and revised schedule vII to the said Act which came into effect from 1 April 2014, all companies having net worth of H5,000 Mn. or more, or turnover of H10,000 Mn. or more or a net proft of H50 Mn. or more during any financial year are required to constitute a Corporate social Responsibility Committee (CsR Committee) of the Board of directors comprising 3 or more directors, with at least one of them being an Independent director.

At the meeting of its Board of directors held on 7 August 2014, the CsR Committee consisting the following directors was formed:

1. Mr. Ashish puravankara

2. Mr. nani R Choksey

3. Mr. Anup s. shah

Mr. v p Raguram, the Company secretary of the Company, will act as secretary to the CSR Committee the terms of reference of the CSR Committee shall be:

(a) Formulate and recommend to the Board, a Corporate social Responsibility policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII to the Companies Act, 2013;

(b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

(c) Monitor the Corporate social Responsibility of the company from time to time.

Shares under Compulsory dematerilisation:

The Company''s equity shares are compulsorily tradable in electronic form. As on 31 March 2014 0.0002% of the Company''s total equity paid-up capital representing 402 shares (6 shareholders) is in physical form and the remaining shares namely 237,149,284 (99.9998%) are in electronic form. In view of the numerous advantages offered by the depository system, the Members holding shares in physical form are advised to avail of the facility of dematerialisation.

Acknowledgements

Your directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and shareholders during the said financial year. Your directors would also like to once again place on record their appreciation to the employees at all levels, which through their dedication, co- operation, support and smart work have enabled the Company to move towards achieving its Corporate objectives.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

RAVI PURAVANKARA CHAIRMAN AND MANAGING DIRECTOR

Bengaluru 7 August 2014


Mar 31, 2013

The Directors are pleased to present their report for the Financial Year Ended 31 March 2013.

Financial performance

For the financial year ended 31 March 2013, Puravankara Projects Limited recorded Revenues of Rs.8,178.43 million as compared to Rs.5,285.94 millions in the previous fiscal, showing an increase of 54.72%. Profit after tax was Rs.1,122.81 million as compared to Rs.473.96 million for the previous year ended 31 March 2012, an increase of 136.90%. A sum of Rs.310.01 million was appropriated to Debenture Redemption Reserve and Rs.112.3 million to the General Reserve.

The Group consolidated revenue stood at ^12,484.80 million as compared to Rs.8,155.68 million in the previous fiscal, showing an increase of 53.08%. Profit after tax stood at Rs.2,434.35 million during the Financial Year 2012-13 as compared to Rs.1,357.30 million an increase of 79.35%.

Dividend

The Board had declared a Special — one time — Interim dividend amounting to Rs.2.50 (Rupee Two and Paise Fifty only) per equity share as distribution on 21,426,495 shares excluding promoter and promoter group-shareholders. The dividend pay-out on this amounted to Rs.53.57 million.

Additionally the Board has recommended an

annual dividend for all shareholders including the additional equity shareholders, pursuant to the concluded Institutional Placement Programme of the Company amounting to Rs.1.00 (Rupee One only) (20%) per equity share, which if declared at the Annual general Meeting, would be paid on or after 03 October 2013.

(a) to those members holding shares in physical form, whose names would appear on the Register of Members of the Company, as at the close of business hours of 24 September 2013, after giving effect to all valid transfers in physical form lodged wifh the Company on or before

17 September 2013 and

(b) In respect of the shares held in electronic form, on the basis of the details furnished by National Securities Depositories Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as at the close of business hours of 17 September 2013.

Debentures

During the year your Company has not issued any additional Debentures. Your Company has been regularly servicing the interest and principal obligations on the debentures for the financial year ended 31 March 2013.

As of date of this Report, your company has redeemed both the existing Debentures excepting one Debentures series of Rs.200.00 million for which intimation of redemption has already been given to the BSE.

The total debentures outstanding as on the date of this report is 1104.00 million

Fixed Deposits

During the year your Company did not invite and accept any fixed deposits from public and as such, there existed no outstanding principal or interest as on the Balance Sheet date.

Directors

As per articlel07 of the Articles of Association, Anup S Shah, Director of the Company, is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible for re-appointment offer himself for re- appointment as a director.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

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

b) the Directors have selected such accounting policies and applied them consistendy 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 year ended 31 March 2013 and of the profit of the Company for that period;

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

d) the annual accounts of the Company have been prepared on a ''going concern'' basis.

Auditors & Auditors'' Report

Walker Chandiok & Co, Chartered Accountants, statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received from Walker Chandiok & Co a consent letter to the effect that their appointment, if made, would be wifhin the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The Consolidated Auditors'' Report and the Stand-alone Auditors Report to the shareholders for the year ended 31 March 2013 does not contain any qualification

Subsidiaries

The Company has in all 20 Subsidiaries (including a step-down subsidiary in Sri Lanka) out of which 16 Companies are in India and 4 are abroad (6 - Public Limited Companies & 14 - Private Limited Companies). Of these, only Provident Housing Ltd. is a Material Non- listed Indian Subsidiary Company (MNLIS) as defined under the Listing Agreement

In pursuance to Clause 49(111) of the Listing Agreement, Anup S Shah, an Independent Director on the Board of the Company is also on the board of Provident Housing Ltd., which is a materially non-listed Indian Subsidiary Company. No Investments were effected by Provident Housing Ltd. during the year. The Audit Committee of the Company reviews the Financial Statements of the said Subsidiary and its Minutes are also placed before the Board of Directors of the Company.

Statement relating to Subsidiaries

The Board of Directors in its meeting held on 17 April 2013, in compliance wifh Circular No.2 of 2011 dated 08 February 2011 issued by the Ministry of Corporate Affairs (MCA), has approved the presentation of audited consolidated financial statements of Puravankara Projects Limited (the ''Company'') wifh its Subsidiaries and further, consented not to attach the balance sheet of the subsidiaries to the Annual Report 2012-2013 of the Company. Your Company has annexed to this report (page no. 140) the information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss and proposed dividend.

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the Registered Office of the Company.

Consolidated Financial Statements

In accordance wifh the Accounting Standard AS-21 on Consolidated Financial Statements read wifh Accounting Standard AS-23 on Accounting for Investments in Associates, Clause 32 of the Listing Agreement entered into wifh the Stock Exchanges, the audited Consolidated Financial Statements forms part of this Annual Report.

Raise of Additional Capital

The Securities Contracts (Regulations) Rules 1957, as amended, as on 04 June 2010 and 09 August 2010 requires that at least 25% of the outstanding Equity shares are held by the public on or before 03 June 2013 (the ''Minimum public Shareholding Requirement. Pursuant to the said requirement, SEBI had amended clause 40A of the listing agreement listing out various options available to any Company for reducing the promoter holding. The company had engaged wifh SEBI along wifh the appointed Book Running Lead Managers to clarify and seek options in addition to those prescribed under Clause 40A. After deliberations, the Company had opted for issuing additional shares not exceeding 23,725,351 equity shares through the Institutional Placement Programme (TPP'') along with an Offer for Sale (''OFS'') by the Promoters to bring the promoters shareholding to 75%.

The Company filed its Red-Herring prospectus dated 17 May 2013 for the IPP and was opened for subscription to Qualified Institutional Buyers on 22 May 2013 and was completed on the same day. The issue was oversubscribed by 1.49 times and the issue price was fixed at Rs.81 per share wifh the same face value of Rs.5/- per share and all the allotment formalities were completed on 28 May 2013.

The OFS by the promoters was opened for subscription on 23 May 2013 and was completed on the same day with an oversubscription of 1.63 times.

Wifh the above two transactions, the promoter holding in the Company stands at 75% post issue. The Company has raised total capital Rs. 1921.76 million through IPP. The IPP monies received by the Company have been used to pay/prepay existing debt as listed out in the use of proceeds in the Prospectus.

The financial effect of these transactions have been duly recorded for the quarter ended 30 June 2013.

Brief Summary of the monies raised through IPP is as under:

Rs.million

Towards Share Capital 118.63

Towards Share premium 1,803.13

Less: IPP Expenses (153.54)

Net IPP proceeds 1,768.22

The Company has completed all the formalities in connection wifh the SEBI / Stock Exchanges & MCA aufhorities.

Personnel

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read wifh fhe Companies (Particulars of Employees) Rules, 1975, fhe names and ofher particulars of fhe employees are set out in fhe Annexure to this Report. However, having regard to fhe provisions of Section 219(l)(b)(iv) of fhe Companies Act, 1956, fhe Annual Report excluding fhe aforementioned information is being sent to all fhe members of fhe Company and ofhers entided fhereto. Any member interested in obtaining such information may write to fhe Company Secretary at fhe Registered Office of fhe Company

Energy, Technology Absorption and Foreign Exchange

Information in accordance wifh fhe provisions of Section 217(l)(e) of fhe Companies Act, 1956, read wifh Rule 2 of fhe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Technology Absorption: Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently.

While the industry is labor intensive, we believe that mechanization of development through technological innovations will be the way to achieve the huge demand supply gap in the industry. We are constandy upgrading our technology to reduce costs and achieve economies of scale.

We have also invested in automating our processes to accelerate the decision making process and have successfully implemented Primavera software during the year for the entire group. We have also been upgrading our existing Oracle systems through customizations to address the needs of the business. We have also commenced work on implementing an entity wide ERP platform during the year. We intend to continue this process of investments in innovative techniques.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving measures are being taken across all its projects.

Foreign Exchange: Foreign exchange earned during the year ended 31 March 2013 is equivalent to Rs.11.60 million and the expenditure is equivalent to Rs.70.37 million

Corporate Governance

A separate section on Corporate Governance

and a certificate from the statutory auditors of the Company regarding the compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into wifh the stock Exchanges form a part of this Annual Report.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into wifh the Stock Exchanges forms a part of this Annual Report.

Employee Stock Options

On 01 July 2006 the Members of the Company approved the Puravankara Projects Limited 2006 Employee Stock Option Scheme. The details of the Scheme to be disclosed as per the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided under the Notes to the Financial Statements.

Corporate Social Responsibility

Your Company recognizes the importance and value being responsible to the community at large. Over the years, your Company has committed resources towards responsible management of the environment, humane work conditions for on-site laborers and skill-building community interventions.

Your Company has undertaken various initiatives to the benefit of the community including support of old age homes, orphanages and under-privileged children. Your Company lends support to welfare organizations such as the Democratic Youth Federation of India (Karnataka), the litde sisters of the poor and the Sanfhwan Special School for mentally challenged children, scholastic awards to economically disadvantaged students through Ujwal Trust. While our community service resolve is strong, we appreciate that much more can be done.

Going forward, your Company intends to augment its community service through outreach, skill building, social infrastructure development initiatives and primary education to the underprivileged. Furthermore, your Company will encourage its employees to invest their time in social-service activities. In doing so, our endeavor is to reinforce corporate social responsibility as a core company value.

Depository System

The Company''s equity shares are compulsorily tradable in electronic form. As on 31 March 2013, 0.0002% of the Company''s total equity paid-up capital representing 403 shares (7 Shareholders) is in physical form and the remaining capital is in electronic form. In view of the numerous advantages offered by the Depository system, the Members holding shares in physical form are advised to avail of the facility of dematerialization.

Acknowledgements

Your Directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, which through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives.

For and on behalf of the Board of Directors

Ravi Puravankara

Chairman and Managing Director

Bengaluru

06 August 2013


Mar 31, 2012

The DIRECTORS ARE PLEASED TO PRESENT THEIR REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012.

Financial Performance

For the financial year ended 31 March 2012 Puravankara Projects Limited recorded a net profit of Rs.473,960,489 as compared with the previous year's net profit of Rs.838,641,996. A sum of Rs.201,169,724 is appropriated towards the Debenture Redemption Reserve and Rs.35,600,000 towards the General Reserve.

Dividend

The Board of Directors has recommended the final dividend of Re. 1 (Rupee One) per equity share on 213,424,335 Equity shares of Rs.5/- each for the financial year ended 31 March 2012, which if approved at the forth coming Annual General Meeting, will be paid to (i) all those equity shareholders whose name appear in the register of members as on 17 August 2012 after considering all physical share certificates lodged for transfer, and (ii) those whose names appear as beneficial owners as per the information furnished by the Depositories, viz. the National Securities Depositories Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as on 17 August 2012.

Debentures

During the year your Company issued and allotted 288 Non-convertible Debentures of Rs.5,000,000 each aggregating Rs.1,440,000,000. The said debentures have been listed on the Wholesale Debt Market of Bombay Stock Exchange Limited (BSE).

Fixed Deposits

During the year your Company did not invite and accept any fixed deposits from public and as such, there existed no outstanding principal or interest as on the Balance Sheet date.

Directors

Mr. Pradeep Guha and Mr. Nani R. Choksey, Directors of the Company, liable to retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment offer themselves for re-appointment as directors.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Act your Directors hereby confirm that:

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

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 year ended 31 March 2012 and of the profit of the Company for that period;

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

iv. the annual accounts of the Company have been prepared on a 'going concern' basis.

Auditors

Walker Chandiok & Co, Chartered Accountants, statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received from Walker Chandiok & Co a consent letter to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Act.

Subsidiaries

The Board of Directors in its meeting held on 8 May 2012, in compliance with Circular No.2 of 2011 dated 8 February 2011 issued by the Ministry of Corporate Affairs (MCA), approved the presentation of audited consolidated financial statements of Puravankara Projects Limited (the 'Company') with its subsidiaries, and further, consented not to attach the balance sheet of the subsidiaries to the Annual Report 2011-12 of the Company. Your Company has annexed to this report (Page No.90) the information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss and proposed dividend.

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection at the Registered Office of the Company.

Personnel

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

Energy, Technology Absorption and Foreign Exchange

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

We firmly believe that technology is the genesis of innovative business practices, which in turn enable the organisation to carry out business effectively and efficiently. Even though the real estate development industry is labour intensive, we believe that there is an increasing need to mechanise the processes involved in order to minimise costs and increase efficiency. We have invested in a mechanised and technological construction capability in order to increase the scale of our operations and the quality of our products. We have also implemented an ERP package based on Oracle software to integrate our various operations. We intend to continue this process of investments in innovative techniques.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving efforts are made.

Foreign Exchange: Foreign exchange earned during the year is equivalent to Rs.192.68 lakhs and the expenditure is equivalent to Rs.177.81 lakhs.

Corporate Governance

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding the compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges form a part of this Annual Report.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

Employee Stock Options

On 1 July 2006, the Members of the Company approved the Puravankara Projects Limited 2006 Employee Stock Option Scheme. The details of the Scheme to be disclosed as per the

SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 are provided under the Notes to the Financial Statements.

Corporate Social Responsibility

A separate section on Corporate Social Responsibility forms a part of this Annual Report.

Acknowledgements

Your Directors express their grateful appreciation for the assistance and co- operation received from the financial institutions, banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives. For and on behalf of

the Board of Directors

Ravi Puravankara

Chairman and Managing Director

8 May 2012

Bengaluru


Mar 31, 2011

Dear Members,

The Directors are pleased to present their report for the financial yearended31 March 2011.

Financial Performance

For the year ended 31 March 2011 Puravankara Projects Limited recorded a net profit of Rs838,641,997 as compared to the previous year's net profit of Rs 1,365,579,980. A sum of Rs12,945,915 is proposed to be appropriated towards the Debenture Redemption Reserve and Rs62,900,000 towards the General Reserve. Further, an amount of Rs591,525,496 is proposed to be retained in the Profit and Loss Account.

Dividend

The Board of Directors has recommended the final dividend of Rs 1/- per equity share on 213,424,335 Equity shares of Rs l/- each for the financial year ended 31 March 2011, which if approved at the forthcoming Annual General Meeting, will be paid to (i) all those equity shareholders whose names appear in the register of members as on 16 September 2011 after considering all physical share certificates lodged for transfer, and (ii) those whose names appear as beneficial owners as per the information furnished by the Depositories, viz. the National Securities Depositories Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as on 16September2011.

Debentures

During the year your Company issued and allotted 150 Non-convertible Debentures of Rs10,000,000 each aggregating Rs 1,500,000,000. The said debentures have been listed on the Wholesale Debt Market of Bombay Stock Exchange Limited (BSE).

Fixed Deposits

During the year your Company did not invite and accept any fixed deposits from public and as such, there existed no outstanding principal or interest as on the balance sheet date.

Directors

Mr. Anup S Shah and Mr. RVS Rao, Directors of the Company, liable to retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment offer themselves for re-appointment as directors. Mr. Ravi Puravankara has been re-appointed as the Managing Director of the Company for a period of 5 years with effect from 1 April 2011. Mr. Ashish

Puravankara has been re-appointed as Whole-time Director and designated as the Joint Managing Director of the Company for a period of 5 years with effect from 1 April 2011. Mr. Nani R. Choksey has been re-appointed as Whole-time Director and designated as the Deputy Managing Director of the Company for a period of 5 years with effect from 1 April 2011. The said re-appointments are subject to the approval of members of the Company in the ensuing Annual General Meeting.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors hereby confirm that:

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

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 year ended 31 March 2011 and of the profit of the Company for that period;

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

iv. the annual accounts of the Company have been prepared on a 'goingconcern' basis.

Auditors

Walker, Chandiok & Co, Chartered Accountants, statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received from Walker, Chandiok & Co the consent letter to the effect that their appointment, if made, would be within the prescribed limits under Section 224( IB) of the Companies Act, 1956.

Subsidiaries

The Board of Directors in its meeting held on 13 May 2011, in compliance with Circular No. 2 of 2011 dated 8 February 2011 issued by the Ministry of Corporate Affairs (MCA), approved the presentation of audited consolidated financial statements of Puravankara Projects Limited (the "Company") with its subsidiaries, and further, consented not to attach the Balance Sheet of the subsidiaries in the Annual Report 2010-11 of the Company. Your Company has annexed to this report (Page No.39) the information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss and proposed dividend.

Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection at the Registered Office of the Company.

Personnel

As required under the provisions of Section 217(2A) of the Companies Act, 1956 readwith the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure to this Report. However, having regard to the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforementioned information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Energy, Technology Absorption and Foreign Exchange

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

We firmly believe that technology is the genesis of innovative business practices, which in turn enable the organisation to carry out business effectively and efficiently. Even though the real estate development industry is labour intensive, we believe that there is an increasing need to mechanise the processes involved in order to minimise costs and increase efficiency. We have invested in a mechanised and technological construction capability in order to increase the scale of our operations and the quality of our products. We have also implemented an ERP package based on Oracle software to integrate our various operations. We intend to continue this process of investments in innovative techniques.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving efforts are made.

Foreign Exchange: Foreign exchange earned during the year was equivalent toRs 7,165,582 and the expenditure was equivalent to Rs16,673,539.

Corporate Governance

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

Management Discussion and Analysis

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

Employee Stock Options

On 1 July 2006, the Members of the Company approved the Puravankara Projects Limited 2006 Employee Stock Option Scheme. The details of the Scheme to be disclosed as per the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided under the Notes to the Financial Statements.

Corporate Social Responsibility

A seperate section on Corporate Social Responsibility forms a part of this Annual Report.

Acknowledgements

Your Directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives.

For and on behalf of the Board of Directors

Bengaluru Ravi Puravankara

13 May 2011 Chairman and Managing Director

 
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