Directors Report of Future Market Networks Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the 10^th Annual Report of the Company on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2018.

Financial Results

The Company''s performance during the financial year ended March 31, 2018 as compared to the previous financial year is summarised below:

a) Standalone (Rs. in lakhs)

particulars	Year Ended March 31, 2018	Year Ended March 31, 2017
Revenue from Operations	7941.43	8250.06
Other Income	3496.26	3383.53
Total Income	11437.69	11588.59
Personnel Cost	469.82	467.63
Cost of units sold	39.28	384.66
Operating and other expenses	5568.16	6275.38
Total Expenditure	6077.26	7127.67
Profit before Interest, Depreciation and Tax	5360.43	4460.92
Less: Interest	2326.54	4200.32
Less: Depreciation	2486.41	2613.89
Profit / (Loss)before Taxation	547.48	(2353.29)
Less: Exceptional Item	-	-
Less: Provision for taxation	-	-
Less: Deferred Tax	367.20	52.80
Profit / (Loss) after Taxation	180.28	(2406.09)

b) Consolidated (Rs. in Lakhs)

particulars	Year Ended March 31, 2018	Year Ended March 31, 2017
Revenue from Operations Other Income Total Income Operating Cost Cost of units sold Personnel Cost Other Expenses Total Expenditure Profit before Interest, Depreciation and Tax Less: Interest Less: Depreciation Profit /Loss before Taxation Share of net profit of associates and joint ventures accounted by using equity method Add: Profit on conversion of investment in equity instruments of joint venture into subsidiaries Less: Provision for taxation	8424.76 3373.64	8699.57 3307.19
	11798.40	12006.76
	4966.47 39.28 469.82 806.83	4749.36 384.66 467.63 1640.96
	6282.40	7242.61
	5516.00 2457.12 2607.61	4764.15 4360.59 2735.08
	451.27	(2331.52)
	(1639.62)	118.94
	149.41	-
	19.84	1.81
Less: Deferred Tax	399.71	76.88
Profit/(Loss) after Taxation from continuing operation	(1458.49)	(2291.27)
Profit/(Loss) from discontinued operation	-	(398.76)
Profit/ (Loss) for the year	(1458.49)	(2690.03)

Nature of Business

The Company is engaged in development and management of commercial, retail spacef and infra logistic projects. There was no change in nature of the business of the Company, during the year under review.

Dividend

The Board of Directors of the company have not recommended dividend for the financial year ended March 31, 2018 in order to conserve the resources. Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) with regard to formulation of Dividend Distribution Policy are not applicable to our Company.

Transfer to reserves

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2017-18.

Deposits from public

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

Share Capital

The Authorized Share Capital of the Company is Rs.90,31,00,000/- (Rupees Ninety Crores Thirty One Lakhs) divided into 9,02,60,000 equity shares of Rs.10/- each and 5000 Preference Shares of Rs.100/- each.

The subscribed and paid up share capital of the Company as on March 31, 2018 is Rs.56,29,12,810/- divided into 5,62,91,281 equity shares of Rs.10/- each.

Consolidated Financial Statements

As per Regulation 33 of the Listing Regulations and applicable provisions of the Companies Act, 2013 ("the Act") read with the rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statements of the Company.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of Listing Regulations, the Cash Flow Statement for the year ended March 31, 2018 has been provided in the Annual Report and which forms part of this report.

Corporate Governance

Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. At FMNL, the goal of corporate governance is to ensure fairness for every shareholder. The Board believes sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of the term and endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Disclosures under section 134(3)(l) of the Companies Act, 2013

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

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

Particulars of loans, guarantees and investments given / made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 are provided in the standalone financial statement (Please refer to Note No. 5 to the standalone financial statement).

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure relating to sweat equity share

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure relating to Employee Stock option Scheme

i. Future Market Networks Limited - Employee Stock option Scheme 2012

The Company has formulated Future Market Networks Limited - Employee Stock Option Scheme 2012 (FMNL - ESOS 2012). The Scheme is in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time ("SEBI Employee Benefits Regulations") and there has been no material changes to the aforesaid Plan during the financial year under review.

In compliance with the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014, the details of Employee Stock Option Scheme as on March 31, 2018 are furnished in Annexure "A" attached herewith and forms part of this report.

ii. Future Market Networks Limited - Employee Stock option Scheme 2016

Pursuant to the approval granted by the shareholders at the eight Annual General Meeting held on September 20, 2016, your Company has formulated Future Market Networks Limited - Employee Stock Option Scheme 2016 (FMNL - ESOS 2016). The Scheme is in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time ("SEBI Employee Benefits Regulations").

The Company has not granted any options under this Scheme during the year under review.

The Statutory Auditors of the Company i.e. M/s. Viren Gandhi & Co., have certified that implementation of all the above ESOP Schemes/ Plan is in accordance with the erstwhile SEBI ESOP Guidelines, 1999, the SEBI (Share Based Employees Benefits) Regulations, 2014, as applicable and the resolutions passed by the Members at the respective General Meetings approving the ESOP Schemes/Plan.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Matters related to Directors and Key Managerial personnel

Directors

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on the date of this report, the Board consists of 6 members, 3 of whom are Independent Directors including a Woman Director, 2 Non-Executive Directors and 1 Whole Time Director.

There was no change in the composition of Board of Directors apart from appointment of Mr. Pramod Arora, as the Whole-Time Director of the Company with effect from August 17, 2017. There is no other change in the Key Managerial Personnel during the year under review.

Re-appointment

In terms of the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Sunil Biyani and Mr. Rajesh Kalyani retires by rotation. The said Directors has offered themselves for reappointment and resolution for their reappointment, is incorporated in the Notice of the ensuing Annual General Meeting.

Mr. Sunil Biyani was appointed as the Managing Director of the Company for a period of 5 years with effect from May 30, 2013 in terms of the resolutions passed by the members and accordingly his term was completed and ceased to be the Managing Director of the Company. However, Mr. Sunil Biyani shall continue to be on the Board of the Company as a Non-Executive Director liable to retire by rotation.

Ms. Udita Jhunjhunwala, was appointed as an Independent Director on the Board for a period of 3 (three) consecutive years for a term up to September 28, 2018. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director. She has also submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013. The said Director has offered herself for reappointment and resolution for her reappointment, is incorporated in the Notice of the ensuing Annual General Meeting.

Mr. Somayajulu Ayyanna Kodukula, was appointed as an Independent Director on the Board for a period of 3 (three) consecutive years for a term up to September 28, 2018. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director. He has also submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013. The said Director has offered himself for reappointment and resolution for his reappointment is incorporated in the Notice of the ensuing Annual General Meeting.

The brief resume and other information as required under Regulation 36 (3) of Listing Regulations relating to Mr. Sunil Biyani, Mr. Rajesh Kalyani, Ms. Udita Jhunjhunwala and Mr. Somayajulu Ayyanna Kodukula forms part of the Notice of ensuing Annual General Meeting. None of the Directors are disqualified for appointment / reappointment under Section 164 of the Act.

The Board recommends the appointment/reappointment for your approval.

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

Subsidiaries and Associates

At the beginning of the year, there were 5 subsidiary companies and 3 Joint Ventures. During the year under review Gati Relators Private Limited became the Subsidiary of the Company. As on March 31, 2018 the Company has the following subsidiaries and joint ventures:

Sr. No.	Name of the Subsidiary	Name of the Joint Venture
1	Aashirwad Malls Private Limited	Future Retail Destination Limited
2	Suhani Mall Management Co. Pvt. Ltd	Riddhi Siddhi Mall Management Pvt Ltd
3	Future Trade Markets Private Limited	Utility Developers Private Limited
4	Star Shopping Centres Private Limited
5	Sun City Properties Private Limited
6	Gati Realtors Private Limited

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, consolidated financial statements of the Company were prepared, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC - 1 is appended as Annexure - B to the Board Report. The Statement also provides the details of performance and financial positions of each of the subsidiaries.

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

Disclosures related to Board, Committees and policies

Meetings of Board

The Board of Directors met Five (5) times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on January 30, 2018, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Director’s Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:

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

b) such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profits of the Company for the year ended on that date;

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

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

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

Nomination, Remuneration and Compensation Committee

A Nomination, Remuneration and Compensation Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, which is forming part of this report, under head ‘Nomination, Remuneration and Compensation Committee'' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Audit Committee

The Audit Committee has been constituted and in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of Mr. Vijai Singh Dugar, Mr. Somayajulu Ayyanna Kodukula, Independent Directors and Mr. Rajesh Kalyani, Non-Executive Director. Five meetings of the Committee were held during the year. Kindly refer section on Corporate Governance, under head ‘Audit Committee'' for matters relating to constitution, meetings and functions of this Committee.

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

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website viz. http://fmn.co.in/investor-relations/policies.html.

Detection of Fraud

No Fraud has been reported by the auditor''s viz. statutory and internal auditors to the Audit Committee or the Board in terms of Section 143 (12) of the Act.

Risk Management

The Board of Directors of the Company has formulated a Risk Management Policy which aims at minimizing the risk and enhancing the value and reviews the elements of risks with regard to the business.

The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Annual Evaluation of Directors, Committee and Board

The Nomination, Remuneration and Compensation Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee and the Board had been carried out.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates that the Board shall monitor and review the evaluation framework. The frame work includes the evaluation of directors on various parameters.

The Act states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Act, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and frame work adopted by the Board. The evaluation process has been explained in the Corporate Governance report.

Particulars of Employees and other additional information

The ratio of the remuneration of each whole-time director and key managerial personal (KMP) to the median of employee''s remuneration as per section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board''s Report under Annexure ‘C''.

Additionally, statement containing the names of employees in terms of remuneration drawn as per the ceiling stipulated in terms of Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Annexure ‘C''.

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

Mr. Pramod Arora, Whole Time Director of the Company has been appointed as the Managing Director of Future Retail Destination Limited (FRDL), in which the Company holds 50% of the Equity Share Capital. A share purchase agreement is already entered with the Joint Venture Partner to acquire their holdings in FRDL by the Company.

Remuneration is paid to Mr. Pramod Arora from FRDL being its Managing Director and the aggregate remuneration payable from both the companies shall not exceed the overall remuneration as set out in the resolution approved by the Shareholders of the Company at any point of time.

Auditors and their Reports

The matters related to Auditors and their Reports are as under:

Observations of statutory auditors on financial statements for the year ended March 31, 2018

The auditor''s report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Statutory Auditors

M/s. Viren Gandhi & Co., Chartered Accountants (Firm Registration No. 111558W) have been appointed for a period of 3 (Three) years from the conclusion of the Eighth Annual General Meeting till the conclusion of the Eleventh Annual General Meeting of the Company subject to ratification by the Members in every Annual General Meeting.

In view of recent amendment in the Companies Act, 2013 ("the Act") which were notified with effect from May 07, 2018 by the Ministry of Corporate Affairs, the requirement of ratification of Auditors at every year has been removed and accordingly, there is no requirement of ratification of appointment of Auditors.

The Company has received a written confirmation from the Statutory Auditor that their continued appointment shall be in accordance with the criteria as provided under Section 141 of the Act.

Secretarial Auditor and Secretarial Audit Report

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Alwyn D''Souza of Alwyn D''Souza & Company, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-18 is annexed herewith as Annexure ‘D'' and forms part of this report. The report does not contain any qualification, reservation or adverse remark.

Management Discussion & Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

Internal Financial Controls

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

Internal Control Systems

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

Details about policy developed and implemented by the company on corporate social responsibility initiatives taken during the year

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Disclosure of orders passed by Regulators or Courts or Tribunal

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company''s operations in future other than the Arbitration award passed by the Arbitrator, in the FY 2016-17 appointed by the Hon''ble High Court of Calcutta, in respect of disputes arose out of termination of a license agreement related to a shopping mall was awarded wherein a net amount of Rs.12,90,52,379/- (Rupees Twelve Crores Ninety Lakhs Fifty Two Thousand Three Hundred Seventy Nine Only) to the Claimant after allowing certain counter claims of the Company.

However, the Company filed a petition under section 34 of Arbitration and Conciliation Act, 1996 challenging the arbitration award before the Hon''ble High Court, Calcutta. The Claimant also challenged the award by filing a petition under section 34. The matters are pending before the Hon''ble High Court, Calcutta.

Particulars of Contracts or Arrangement with Related parties

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are being approved by the Audit Committee/Board which are in ordinary course of business and at arm''s length. Further none of such transactions/contracts/ arrangements are material (i.e. satisfying the criteria provided in first proviso of section 188(1) of the Companies Act, 2013) in nature. Hence, no particulars in form aOC-2 are furnished.

Material related party transaction required to be approved by members of the Company pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and transactions so identified shall be placed at the ensuing Annual General Meeting for your approval. The Board recommends the resolutions for your approval.

Kindly refer the financial statements for the material related party transactions during the year under review.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure "E" attached herewith and which forms part of this Report.

A copy of the same is also placed at the website of the Company and shall be available at http://www.fmn. co.in/investor-relations/annual-reports.html

Declaration by Whole Time Director

As per Regulation 34 (3) read with Schedule V of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management is enclosed as Annexure ‘F''.

Certificate on Corporate Governance

As per Regulation 34 (3) read with Schedule V of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditor''s certificate on corporate governance is enclosed as Annexure ‘G'' to the Board''s report. The auditor''s certificate for financial year 2017 does not contain any qualification, reservation or adverse remark.

Board diversity

The Company recognizes and embraces the importance of a diverse board in success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experiences, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.fmn.co.in.

Policy on Director’s Appointment and Remuneration

The policy of the Company on director''s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on our website at, www.fmn.co.in.

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

At the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The letter of appointments issued to independent directors is available on our website at www.fmn.co.in

Code of conduct for prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosure to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website viz. www.fmn.co.in.

Listing on stock exchanges

The Company has entered into Listing Agreement with BSE Limited (BSE) and The National Stock Exchange of India Ltd. (NSE) in terms of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the listing fee for the year 2018-19 has been paid.

The Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

Secretarial Standards:

The Company complies with all applicable secretarial standards.

Prevention of Sexual Harassment policy

A Policy is in place viz Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. We follow a gender neutral approach in handling complaints of sexual harassment and we are compliant with law of the land. We have also constituted an internal committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2017-18, no complaints were received by the Company related to sexual harassment.

Unclaimed shares

In respect of unclaimed share certificates, the Company has already send two letters to concerned shareholders advising them to claim their share certificates. After completing the process, unclaimed shares, if any, will be transferred to "Unclaimed Suspense Account" as per the procedure laid down under Listing Regulations.

Service of documents through electronic means

Subject to the applicable provisions of the Companies Act, 2013, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars, as prescribed under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are enclosed as Annexure ‘H'' to the Board''s Report.

Acknowledgement:

The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, bankers, suppliers and business partners.

Cautionary Note

The statements forming part of the Director''s Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of Board of Directors

Vijai Singh Dugar Pramod Arora

Place: Mumbai Chairman Whole Time Director

Date: July 31, 2018 DIN : 06463399 DIN : 02559344

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Seventh Annual Report together with the audited financial statements for the year ended March 31,2015.

Financial Performance:

a) Standalone

(Rs. in lacs)

Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Revenue from Operations 7205.83 7709.29

Other Income 1290.38 499.50

Total Income 8496.21 8208.79

Personnel Cost 372.63 280.73

Purchase of Stock in trade 707.68 0

Operating and other expenses 5121.24 7590.23

Total Expenditure 6201.55 7870.96

Profit before Interest, Depreciation and Tax 2294.66 337.83

Less: Interest 4920.44 5170.29

Less: Depreciation 2703.78 1 750.52

Profit / (Loss)before Taxation (5329.56) (6582.98)

Less: Provision for taxation - -

Less: Deferred Tax - -

Profit (Loss) after Taxation (5329.56) (6582.98)

b) Consolidated

(Rs. in Lacs)

Particulars year Ended year Ended 31.03.2015 31.03.2014

Revenue from Operations 15686.01 16067.72

Other Income 947.49 651.18

total revenue 16633.50 16718.90

Purchase 2068.17 2300.12

Personnel Cost 885.64 734.70

Operating and other expenses 9669.74 10087.34

total Expenditure 12623.55 13122.16

Profit before Interest, Depreciation and Tax 4009.95 3597.00

Less: Interest 7482.52 7998.19

Less: Depreciation 4170.46 2858.38

Profit /Loss before Taxation (7643.03) (7259.82)

Less: Provision for taxation 59.21 74.46

Less: Deferred Tax 54.53 78.49

Profit (Loss) after Taxation (7756.77 ) (7255.60)

Dividend

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the financial year ended March 31,2015.

Share Capital

The Authorized Share Capital of the Company is Rs. 90,31,00,000/- (Rupees Ninety Crores Thirty One Lacs) divided into 9,02,60,000 equity shares of Rs. 10/- each and 5000 Preference Shares of ' 100/- each.

The paid up share capital of the Company as on March 31, 2015 is Rs. 55,85,44,060/- divided into 5,58,54,406 equity shares of Rs. 10/- each.

Consolidated Financial Statements & Cash Flow Statement

In accordance with the Companies Act, 2013 and Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures and in compliance with provisions of Listing Agreement with Stock Exchanges, the audited consolidated financial statements are provided in the Annual Report.

In Conformity with the provisions of clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended March 31,2015 has been provided in the Annual Report and which forms part of this report.

Management's Discussion and Analysis Report

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

Director's responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability, confirm the following:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they 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 loss of the Company for that period;

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

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

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

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

Corporate Governance

Report on Corporate Governance of the Company and Management Discussion and Analysis Report for the year under review, as per the requirements of Clause 49 of the Listing Agreement(s), have been given under a separate section and forms part of this Annual Report.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fee for the year 2015-16 has been paid.

The Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to sweat equity share

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

During the year under review, 109750 options are vested to the employees of the Company and are available for exercise of options. 50000 options were lapsed during the year.

As on March 31,2015, 439000 stock options are outstanding, in aggregate, for exercise and are exercisable at a price of Rs. 12/- per stock option. No options were exercised as on March 31,2015.

The particulars with regard to the Employee Stock Options as on March 31, 2015 as required to be disclosed pursuant to the provisions of Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 and information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014, as amended, are set out in Annexure 'A' to this Report.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure of orders passed by Regulators or Courts or Tribunal

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

Deposits from public

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

particulars of Loans, Guarantees or Investments

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

Subsidiaries:

Your Company has the following Subsidiaries as on March 31,2015:

Sr. No. Name of the Subsidiary

1 Aashirwad Malls Private Limited

2 F R Retail Destination Pvt. Ltd

3 Niyman Mall Management Co. Pvt. Ltd

4 Suhani Mall Management Co. Pvt. Ltd

5 Future Trade Markets Private Limited

6 Star Shopping Centres Private Limited

7 Sun City Properties Private Limited

8 Ojas Mall Management Pvt. Ltd

The subsidiaries are engaged in the business of development and leasing of retail spaces across the Country. Future Trade Markets Private Limited (FTMPL) has entered into a strategic alliance with SKC 3 Limited (investment vehicle of Fung Properties) to develop an 11 acres land project a Bangalore.

During the year under review, Companies listed in Annexure 'B' to this report ceased to be the Company's Subsidiaries, Joint Ventures and Associate Companies. A report on the performance and financial position of each of the subsidiaries, joint ventures and associate companies as per the Companies Act, 2013 is annexed herewith.

particulars of Contracts or Arrangement with related parties

Vide Sanction Letter Ref. No. CFS/FRT/11/322 dated March 24, 2014, the Company availed a term loan of Rs. 100 crores from Bank of Baroda, one of the pre-conditions for disbursement was that Rs. 50.00 crores should be brought in as unsecured loan. In order to comply with the same, Future Corporate Resources Limited, one of the promoters of the Company, has infused the said amount in terms of the said sanction letter. In terms of Clause 49 of the Listing Agreement, the said Related Party Transaction is required to be approved by members at the ensuring Annual General Meeting and the details are provided under AOC-2 as Annexure 'C'

Restructuring of Company

The shareholders of the Company passed special resolutions to disinvest the shareholdings held by the Company in Suhani Mall Management Company Private Limited (Suhani), Aashirwad Malls Private Limited (AMPL), F R Retail Destination Private Limited (FR) and Niyman Mall Management Company Private Limited (Niyman). The Board at its meeting held on August 26, 2015 resolved to disinvest the capital held by the Company in AMPL, FR and Niyman and authorised the Committee of Directors to negotiate and finalise the disinvestment. This will help the Company to restructure the business on a standalone basis with better financials.

Directors

The Board of Directors of the Company consists of Mr. Vijai Singh Dugar, Mr. Somayajulu Ayyanna Kodukula, Ms. Udita Jhunjhunwala, Independent Directors, Mr. Rajesh Kalyani, Non Executive Director and Mr. Sunil Biyani, Managing Director.

The Board of Directors had appointed Mr. Somayajulu Ayyanna Kodukula, Ms. Udita Jhunjhunwala as Additional Directors of the Company in the category of Independent Directors with effect from November 13, 2014.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Rajesh Kalyani retires by rotation and is eligible for re-appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013, read with clause 49 of the Listing Agreement your Board of Directors recommend the appointment of Mr. Somayajulu Ayyanna Kodukula and Ms. Udita Jhunjhunwala, as Independent Directors for a term of 3 (three) consecutive years commencing from September 29, 2015 to September 28, 2018.

During the year under review Mr. Rahul Saraf and Mr. Krishan Kant Rathi resigned from the Board with effect from November 13, 2014. The Board has placed on record its appreciation for the outstanding contributions made by Mr. Rahul Saraf and Mr. Krishan Kant Rathi during their respective tenures of office.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Mr. Somayajulu Ayyanna Kodukula and Ms. Udita Jhunjhunwala, as the candidates for the office of Independent Directors of the Company at the ensuing Annual General Meeting. Profile of all these Directors has been given in the Report on the Corporate Governance as well as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

The brief resume and other information as required under Clause 49 (VIII) (E) of the Listing Agreement relating to Mr. Somayajulu Ayyanna Kodukula, Ms. Udita Jhunjhunwala and Mr. Rajesh Kalyani, forms part of the Notice of ensuing Annual General Meeting.

Auditors and Auditors' report

M/s. NGS & CO LLP, Chartered Accountants, Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting. However, they have intimated that they are un-willing to seek an appointment on account of their pre-occupation.

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

M/s. Viren Gandhi & Co, Chartered Accountants, bearing ICAI Registration No. 111558W had consented to act as the Statutory Auditors of the Company for the financial year 2015-2016. They had confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and they are not disqualified for appointment.

As required under the provisions of section 139 of the Companies Act, 2013, the Company obtained a written certificate from the Auditors to the effect that their appointment, if made, would be in conformity with the limits specified in the said section.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial Audit

The Board has appointed Mr. Alwyn D'Souza of Alwyn D'Souza & Company, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith as an Annexure 'D' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures related to Board, Committees and Policies number of Board meetings

Meetings

During the year Five (5) Board Meetings and Four (4) Audit Committee Meetings and one (1) Independent Directors Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Audit Committee

The Audit Committee comprises of Mr. Vijai Singh Dugar, Mr. Somayajulu Ayyanna Kodukula, Independent Directors and Mr. Rajesh Kalyani, Non-Executive Director. The detailed terms of reference and their particulars are forming part of corporate governance report.

Vigil Mechanism

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. Protected disclosures can be made by a whistle blower through and e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website.

Risk management

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk reward trade off.

The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors have carried out a process to evaluate of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees and finalised the criteria for the same.

Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

policy on Directors' appointment and remuneration

The Board has, in compliance with Section 178 of the Companies Act, 2013 and on the recommendation of the Nomination, Remuneration & Compensation Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the said policy are stated in the Corporate Governance Report.

Internal Control Systems and their adequacy

The Company has adequate internal control procedure commensurate with its size and nature of the business. The internal control system is supplemented by extensive internal audits, regular reviews by management and well-documented policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data. Moreover, the Company continuously upgrades these systems in line with best accounting practices. The Company has independent audit systems to monitor the entire operations and the Audit Committee of the Board review the findings and recommendations of the internal auditors.

Extract of annual return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31,2015 made under the provisions of Section 92 (3) of the Act is attached as Annexure 'E' which forms part of this Report.

Particulars of Employees and other additional information

For the financial year under review, none of the employees of the Company fall under the revised ceiling limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided under Annexure 'F'.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule, 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure 'G'.

Acknowledgement:

Your Directors takes the opportunity to express their deep sense of gratitude to the bankers, government authorities, employees, customers, vendors and suppliers.

Your Director would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

For and on behalf of Board of Directors

Vijai Singh Dugar Sunil Biyani Chairman Managing Director

Place : Mumbai Date : August 26, 2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Sixth Annual Report together with the Audited Statements of Accounts for the financial year ended 31st March 2014.

Financial Performance:

a) Standalone

(Rs in lacs)

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Revenue from Operations 7709.29 10953.22

Other Income 499.50 1478.47

Total Income 8208.79 12431.70 Personnel Cost 280.73 458.67

Operating and other expenses 7590.23 9842.65

Total Expenditure 7870.96 10301.32

Profit before Interest,Depreciation and Tax 337.83 2130.38

Less: Interest 5170.29 5631.46

Less: Depreciation 1750.52 1674.83

Profit / (Loss)before Taxation (6582.98) (3995.61)

Less: Provision for taxation - -

Less: Deferred Tax - (496.51)

Profit (Loss) after Taxation (6582.98) (3499.10)

b) Consolidated

(Rs in Lacs)

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Revenue from Operations 16067.72 15890.86

Other Income 651.18 1928.65

Total Revenue 16718.90 17819.51

Purchase 2300.12 -

Personnel Cost 734.70 863.27

Operating and other expenses 10087.34 11299.23

Total Expenditure 13122.16 12161.87

Profit before Interest, 3597.00 5657.00 Depreciation and Tax

Less: Interest 7998.19 8539.13

Less: Depreciation 2858.38 2782.70

Profit /Loss before Taxation (7259.82) (5664.83)

Less: Provision for taxation 74.46 118.87

Less: Deferred Tax 78.49 (561.50)

Profit (Loss) after Taxation (7255.60) (5217.28)

Dividend:

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the financial year ended March 31, 2014.

Subsidiaries

Your Company has the following Subsidiaries as on March 31, 2014:

Sno. Name of the Subsidiary Sno. Name of the Subsidiary

1 Precision Realty 09 F R Retail Destination Pvt. Ltd Developers Pvt. Ltd

2 Acute Realty 10 Harmony Mall Management Pvt. Ltd Private Limited

3 Unique Malls 11 Suhani Mall Management Pvt. Ltd Private Limited 4 Aashirwad Malls 12 Future Trade Markets Private Limited Private Limited

5 Ujjain Future Bazaar 13 Star Shopping Centres Private Limited Private Limited

6 Shreya Mall Management 14 Sun City Properties Private Limited Pvt. Ltd

7 Nishta Mall Management 15 Ojas Mall Management Pvt. Ltd Co. Pvt. Ltd

8 Niyman Mall Management 16 Navika Developers Private Limited Co. Pvt. Ltd

The subsidiaries are engaged in the business of development and leasing of retail spaces across the Country. Future Trade Markets Private Limited (FTMPL) has entered into a strategic alliance with SKC 3 Limited (investment vehicle of Fung Properties) to develop Whole Sale Markets in India. In addition to the above, the Company has two downstream subsidiary companies.

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

Share Capital:

The Authorized Share Capital of the Company is Rs. 90,31,00,000/- (Rupees Ninety Crores Thirty One Lacs) divided into 9,02,60,000 equity shares of Rs. 10/- each and 5000 Preference Shares of Rs. 100/- each.

The paid up share capital of the Company as on the date of this report is Rs. 55,85,44,060/- divided into 5,58,54,406 equity shares of Rs. 10/- each.

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 AS-27 on Financial Reporting of Interest in Joint Ventures and in compliance with provisions of Listing Agreement with Stock Exchanges, the audited consolidated financial statements are provided in the Annual Report.

Cash Flow Statement:

In Conformity with the provisions of clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended March 31, 2014 has been provided in the Annual Report and which forms part of this report.

Fixed Deposits and Loans/Advances:

Your Company has not accepted any deposits from the public, or its employees during the year under review.

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of the Company.

Directors

The Board of Directors of the Company consist of Mr. Ameet Naik, Mr. Rahul Saraf, and Mr. Vijai Singh Dugar Independent Directors, Mr. K.K Rathi and Mr. Rajesh Kalyani, Non Executive Directors and Mr. Sunil Biyani, Managing Director.

During the year under review Mr. Sumit Dabriwala resigned as the Managing Director of the Company with effect from May 30, 2013 and resigned from the Board of Directors w.e.f April 1, 2014. The Board places on record its appreciation for the insights and contribution made by him during his tenure.

As per the provisions of the Companies Act, 2013, Mr. Rajesh Kalyani will retire in the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013, read with clause 49 of the Listing Agreement your Board of Directors recommend the appointment of Mr. Ameet Naik, Mr. Vijai Singh Dugar and Mr. Rahul Saraf, as Independent Directors for a term of 3 (three) consecutive years commencing from September 18, 2014 to September 17, 2017.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Mr. Ameet Naik, Mr. Vijai Singh Dugar and Mr. Rahul Saraf as a candidate for the office of Independent Director at the ensuing Annual General Meeting.

The Company has also received the requisite disclosures/declarations from Mr. Ameet Naik, Mr. Vijai Singh Dugar and Mr. Rahul Saraf as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Profile of all these Directors has been given in the Report on the Corporate Governance as well as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

Director''s Responsibility Statement:

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

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

2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

3. 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

4. the directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

Report on Corporate Governance of the Company and Management Discussion and Analysis Report for the year under review, as per the requirements of Clause 49 of the Listing Agreement(s), have been given under a separate section and forms part of this Annual Report.

Listing:

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fee for the year 2014-15 has been paid.

The Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

Auditors:

M/s NGS & Co. LLP, Chartered Accountants, Mumbai, Auditors of the Company, bearing ICAI Registration Number 119850W retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends the appointment.

Particulars of Employees and other additional information

For the financial year under review, none of the employees of the Company fall under the revised ceiling limits prescribed under section 217 (2A) of the Companies Act, 1956.

Employee Stock Option Scheme (ESOS) 2012

During the year under review, 122250 options are vested to the employees of the Company and are available for exercise of options. 17000 options were lapsed during the year.

As on March 31, 2014, 489000 stock options are outstanding, in aggregate, for exercise and are exercisable at a price of Rs. 12/- per stock option. No options were exercised as on March 31, 2014.

The particulars with regard to the Employee Stock Options as on March 31, 2014 as required to be disclosed pursuant to the provisions of Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, as amended, are set out in Annexure II to this Report.

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

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure I forming part of this report.

Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors Ameet Naik Sunil Biyani Place : Mumbai Chairman Managing Director Date: May 28, 2014

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Mar 31, 2013

To, The Members of Future Market Networks Limited

The Directors are pleased to present the Fifth Annual Report together with the Audited Statements of Accounts for the fnancial year ended March 31, 2013.

Financial Highlights:

a) Standalone

(Rs in lacs) Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Revenue from Operations 10953.22 2929.06

Other Income 1478.47 4461.67

Total Income 12431.70 7390.73

Personnel Cost 458.67 1473.51

Operating and other expenses 9842.65 1640.00

Total Expenditure 10301.32 3113.50

Proft before Interest, Depreciation and Tax 2130.38 4277.22

Less: Interest 5631.46 4378.27

Less: Depreciation 1674.83 22.42

Proft / (Loss)before Taxation (3995.61) (123.46)

Less: Provision for taxation

Less: Deferred Tax (496.51) (3.65)

Proft (Loss) after Taxation (3499.10) (119.81)

b) Consolidated

(Rs in Lacs) Particulars year Ended Year Ended 31.03.2013 31.03.2012

Revenue from Operations 15890.86 16517.61

Other Income 1928.65 6401.59

total revenue 17819.51 22919.20

Purchase 110.36

Personnel Cost 863.27 721.21

Operating and other expenses 11298.60 10536.58

total Expenditure 12161.87 12368.15

Proft before Interest, Depreciation and Tax 5657.64 10551.05

Less: Interest 8539.13 8811.04

Less: Depreciation 2782.70 2498.58

Proft / Loss before Taxation (5664.19) (758.57)

Less: Provision for taxation 118.87 75.55

Less: Deferred Tax (561.50) (802.34)

Proft (Loss) after Taxation (5217.28) (31.78)

Scheme of amalgamation: Amalgamation of KB mall management Company Limited, Wholly owned Subsidiary, with the Company

The Scheme of Arrangement between KB Mall Management Company Limited and the Company and their respective shareholders and creditors with appointed date January 1, 2012 has been approved by the Hon''ble High Court of Judicature at Bombay on March 15, 2013 and the Company had fled certifed copy of the Order with Registrar of Companies on May 8, 2013, being the effective date.

Scheme of amalgamation: amalgamation of agre properties & Services Limited, wholly owned subsidiary, with the Company

The Scheme of Amalgamation between Company and Agre Properties & Services Limited and their respective shareholders and creditors with appointed date April 1, 2011 has been approved by the Hon''ble High Court of Judicature at Bombay on March 26, 2013 and the Company had fled certifed copy of the Order with Registrar of Companies on May 8, 2013, being the effective date.

Dividend:

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the fnancial year ended March 31, 2013.

Subsidiaries

Your Company has the following Subsidiaries as on March 31, 2013:

Sno. name of the Subsidiary

1 Precision Realty Developers Pvt. Ltd

2 Acute Realty Private Limited

3 Unique Malls Private Limited

4 Aashirwad Malls Private Limited

5 Aabha Hotels Private Limited

6 Shreya Malls Management Pvt. Ltd

7 Nishta Mall Management Co. Pvt. Ltd

8 Niyman Mall Management Co. Pvt. Ltd

09 Kshitij Retail Destination Pvt. Ltd

10 Harmony Mall Management Pvt. Ltd

11 Suhani Mall Management Co. Pvt. Ltd

12 Future Trade Markets Private Limited

13 Star Shopping Centres Private Limited

14 Sun City Properties Private Limited

15 Ojas Mall Management Pvt. Ltd

The subsidiaries are engaged in the business of development and Management of retail spaces across the Country. Future Trade Markets Private Limited (FTMPL) has entered into a strategic alliance with SKC 3 Limited (investment vehicle of Fung Properties) to develop Whole Sale Markets in India.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Proft and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the fnancial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offce of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the fnancial results of its subsidiary companies.

Share Capital:

Pursuant to the Amalgamation of KB Mall Management Company Limited and Agre Properties & Services Limited with the Company the Authorized Share Capital of the Company has been increased to Rs. 90,31,00,000/- (Rupees Ninety Crores Thirty One Lacs) divided into 9,02,60,000 equity shares of Rs. 10/- each and 5000 Preference Shares of Rs. 100/- each in terms of the orders passed by the Hon''ble High Court of Bombay sanctioning the aforesaid scheme of amalgamations.

Since the amalgamated companies were 100% subsidiary of the Company no shares were required to be issued under the aforesaid scheme of amalgamations.

The authorized share capital of the Company as on the date of this report is Rs. 90,31,00,000/- (Rupees Ninety Crores Thirty One Lacs) consisting of 9,02,60,000 equity shares of Rs. 10/- each and 5000 Preference Shares of Rs. 100/- each.

The paid up share capital of the Company as on the date of this report is Rs. 55,85,44,060/- divided into 5,58,54,406 equity shares of Rs. 10/- each.

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 AS-27 on Financial Reporting of Interest in Joint Ventures and in compliance with provisions of Listing Agreement with Stock Exchanges, the audited consolidated fnancial statements are provided in the Annual Report.

Cash flow Statement:

In Conformity with the provisions of clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended March 31, 2013 has been provided in the Annual Report and which forms part of this report.

Fixed Deposits:

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

Directors

The Board of Directors of the Company consist of Mr. Ameet Naik, Mr. Rahul Saraf, and Mr. Vijai Singh Dugar Independent Directors, Mr. K.K Rathi, Mr. Rajesh Kalyani, and Mr. Sumit Dabriwala, Non Executive Directors and Mr. Sunil Biyani, Managing Director.

Mr. Ameet Naik and Mr. Vijai Singh Dugar have been appointed as Additional Directors in the company with effect from February 1, 2013. In accordance to the provisions of Section 260 of the Companies Act, 1956, the additional directors so appointed shall hold offce only upto the date of the ensuing Annual General Meeting. Individual Notices proposing candidature for offce of aforesaid directors have been received from the shareholders of the Company in accordance with the provisions of the section 257 of the Companies Act, 1956.

Mr. Sunil Biyani has been appointed as Managing Director of the Company with effect from May 30, 2013 for a period of 5 years.

Directors retiring by rotation

Mr. K K Rathi and Mr. Sumit Dabriwala, Non-Executive Directors shall retire by rotation in the ensuing Annual General Meeting. Mr. K K Rathi and Mr. Sumit Dabriwala being eligible and having offered themselves for re-appointment, a resolution seeking approval of the members for reappointment of Mr. K K Rathi and Mr. Sumit Dabriwala have been incorporated in the Notice convening the Annual General Meeting.

Your Directors recommend their appointment.

During the year under review Mr. Sumit Dabriwala resigned as a Managing Director of the Company w.e.f. May 30, 2013. Mr. Anil Baijal and Mr. P.L Agarwal resigned from the Board of Directors of the Company with effect from December 26, 2013 and April 12, 2013, respectively. The Board places on record its appreciation for the insights and contribution made by them during their tenure as Directors on the Board.

As required under clause 49 (IV) (G) of the Listing Agreement, the requisite information of Mr. K K Rathi and Mr. Sumit Dabriwala, inter alia, in the nature of brief resume, nature of expertise, Companies in which they hold Directorship / Memberships of Board Committees, Shareholding in the Company forms part of the Notice of the Annual General Meeting.

Director''s responsibility Statement:

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

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

2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the loss of the Company for that period;

3. 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

4. the directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

Report on Corporate Governance of the Company and Management Discussion and Analysis Report for the year under review, as per the requirements of Clause 49 of the Listing Agreement(s), have been given under a separate section and forms part of this Annual Report.

Listing:

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fee for the year 2013-14 has been paid.

The Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

Auditors:

M/s NGS & Co. LLP, Chartered Accountants, Mumbai, Auditors of the Company, bearing ICAI Registration Number 119850W retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received confrmation from NGS & Co. LLP that their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Board has recommends their appointment.

Particulars Of Employees Under Section 217(2a):

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

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered offce of the Company.

Employee Stock option Scheme (ESoS) 2012

Pursuant to the approval granted by the shareholders at the 4th Annual General Meeting held on August 14, 2012, your Company has implemented "Future Market Networks Limited Employee Stock Option Scheme (ESOS) 2012 and has granted Options in terms thereof. The disclosure as required under the Securities and Exchange Board of India (Employees Stock Option Scheme & Employees Stock Option Purchase Scheme) Guidelines, 1999 are annexed and forms part of this Report (Annexure 2). The Bombay Stock Exchange Limited and National Stock Exchange of India Limited have issued inprincipal approval for the aforesaid scheme.

Conservation of Energy, technology absorption and foreign Exchange Earnings and outgo:

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure 1 forming part of this report.

Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

for and on behalf of the Board of Directors

place : mumbai

Date: may 30, 2013 a meet naik Sunil Biyani Chairman managing Director

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Mar 31, 2012

To,The Members of Future Market Networks Limited

The Directors are pleased to present the Fourth Annual Report together with the Audited Statements of Accounts for the financial year ended 31st March 2012.

Financial Highlights:

a) Standalone

(Rs. in lacs)

Particulars Year ended Year Ended 31.03.2012 31.03.2011

Revenue from Operations 2,929.06 2,434.49

Other Income 4,461.67 44.89

Total Income 7,390.73 2,479.38

Personnel Cost 1,473.51 1,134.93

Operating and other expenses 1,640.00 1,259.13

Total Expenditure 3,113.50 2,394.06

Profit before Interest, Depreciation and Tax 4,277.22 85.32

Less: Interest 4,378.27 0.52

Less: Depreciation 22.42 21.25

Profit / (Loss) before Taxation (123.46) 63.55

Less: Provision for taxation - 25.01

Less: Deferred Tax (3.65) 3.65

Profit / (Loss) after Taxation (119.81) 34.88

b) Consolidated

(Rs. in lacs)

Particulars Year ended Year Ended 31.03.2012 31.03.2011

Revenue from Operations 16,517.61 1413.74

Other Income 6,401.59 111.51

total Revenue 22,919.20 10,525.25

Purchase 110.36 458.25

Personnel Cost 721.21 192.83

Operating and other expenses 10,536.58 463.75

total expenditure 12,368.15 9,114.83

Profit before Interest, Depreciation and Tax 10,551.05 410.42

Less: Interest 8,811.04 45.08

Less: Depreciation 2,498.58 1,030.26

Profit / (Loss) before Taxation (758.57) 335.09

Less: Provision for taxation 75.55 82.64

Less: Deferred Tax (802.34) 211.82

Profit / (Loss) after Taxation (31.78) 40.63 scheme of Amalgamation:

Amalgamation of Future Realtors (India) Private Limited, Prudent Vintrade Private Limited and AIGL Holding & Investments Pvt Ltd with the Company.

The Scheme of Amalgamation between the Company, Future Realtors (India) Private Limited ("FRIPL"), Prudent Vintrade Private Limited ("Prudent") and AIGL Holding & Investments Pvt Ltd ("AIGL") and their respective shareholders and creditors with appointed date April 1, 2011 has been approved by the Hon'ble High Court of Judicature at Bombay on January 20, 2012 and the Company filed certified copy of the order with Registrar of Companies on February 10, 2012, being the effective date.

Pursuant to the said scheme, investments held by Future Realtors India Private Limited in its subsidiaries and associate companies which were engaged in the business of development and leasing of retail real estate properties and development of integrated townships in India are now vested with the Company.

Prudent and AIGL through its associate company was holding beneficial interest in Riverbank Project, that is developing an integrated township called Calclutta Riverside at Batanagar in Kolkata. This township is spread over an area of 262 acres and has been promoted by the Hiland and Belani Groups in joint venture along with Kolkata Metropolitan Development Authority. The said investments of Prudent and AIGl now vested with the Company.

In terms of the aforesaid Scheme 4,46,83,440 equity shares of Rs 10/-each was allotted to the shareholders of FRIPL, AIGL and Prudent on March 27, 2012 and the same were listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on May 8, 2012.

Scheme of Amalgamation:

Amalgamation of Agre Properties & Services Limited, wholly owned subsidiary, with the Company.

The Board of Directors at their meeting held on February 7, 2012 considered and approved a Scheme of Amalgamation with Agre Properties & Services Limited (APSL), the Wholly Owned Subsidiary, and their respective shareholders and creditors. The appointed date for the said Scheme is April 1, 2011. The Company application has been filed with Hon'ble High Court of Bombay seeking directions for holding the meeting of the members of the Company.

APSL is engaged in the business of retail arbitrage.

Scheme of Amalgamation:

Amalgamtion of KB Mall Management Company Limited, wholly owned subsidiary, with the Company

The Board of Directors at their meeting held on March 30, 2012 considered and approved a Scheme of Arrangement with KB Mall Management Company Limited (KB Mall), the Wholly Owned Subsidiary, and their respective shareholders and creditors. The appointed date for the said Scheme is January 1, 2012. The Company application has been filed with Hon'ble High Court of Bombay seeking directions for holding the meeting of the members of the Company.

KB Mall is in the business of development and leasing of retail real estate properties

Dividend:

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the financial year ended March 31, 2012.

Subsidiaries

Your Company has the following Subsidiaries as on 31st March 2012:

s No. Name of the subsidiary

1. Agre Properties & Services Limited

2. Precision Realty Developers Private Limited

3. KB Mall Management Company Limited

4. Acute Realty Private Limited

5. Unique Malls Private Limited

6. Aashirwad Malls Private Limited

7. Aabha Hotels Private Limited

8. Shreya Malls Management Private Limited

9. Nishta Mall Management Company Private Limited

10. Niyman Mall Management Company Private Limited

11. Future Retail Destination Private Limited

12. Kshitij Retail Destination Private Limited

13. Ojas Mall Management Private Limited

14. Harmony Mall Management Private Limited

15. Suhani Mall Management Private Limited

16. Future Trade Markets Private Limited

17. Star Shopping Centres Private Limited

18. Sun City Properties Private Limited

The subsidiaries are engaged in the business of development and leasing of retail spaces across the Country. Future Retail Destination Private Limited has entered into a strategic joint venture agreement with IL&FS Township & Urban Assets Limited for the development of Infra Logistic Parks at strategic locations in the Country. Future Trade Markets Private Limited (FTMPL) has entered into a strategic alliance with SKC 3 Limited ( investment vehicle of Fung Properties) to develop Whole Sale Markets in India.

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

Share Capital:

During the year under review, consequent to the amalgamation of Future Realtors India Private Limited, AIGL Holding & Investments Private Limited and Prudent Vintrade Private Limited with the Company, the authorized share capital of transferror Companies under the Scheme of Amalgamation were stand combined to the authorized share capital of the Company. Accordingly the authorized share capital of the Company as on the date of this report is Rs. 80,26,00,000/- (Rupees Eighty Crores Twenty Six Lacs) divided into 8,02,10,000 equity shares of Rs. 10/- each and 5000 Preference Shares of Rs. 100/- each.

In terms of the approved Scheme of Arrangement for the amalgamtion of Future Realtors India Private Limited, AIGL Holding & Investments Private Limited and Prudent Vintrade Private Limited 4,46,83,440 equity shares of Rs 10/- each allotted to the Shareholders of FRIPL, AIGL and Prudent on March 27, 2012 and the same were listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on May 8, 2012. Accordingly the paid up share capital of the Company as on the date of this report is Rs. 55,85,44,060/- divided into 5,58,54,406 equity shares of Rs. 10/- each.

Change of name:

During the year under review the Company, pursuant to Section 192A of the Companies Act, 1956 read with Rule 2A of the Companies (Passing of the resolution by postal ballot) Rules, 2001, sought the approval of the shareholders by way of Postal Ballot for the Change in name of the Company to "Future Market Networks Limited" from "Agre Developers Limited."

The Shareholders approved the special resolution with requisite majority. Subsequently Ministry of Corporate Affairs has issued a fresh certificate of incorporation reflecting change in name of the Company on February 6, 2012.

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 AS-27 on Financial Reporting of Interest in Joint Ventures and in compliance with provisions of Listing Agreement with Stock Exchanges, the audited Consolidated Financial Statements are provided in the Annual Report.

Cash Flow statement:

In Conformity with the provisions of clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2012 has been provided in the Annual Report and which forms part of this report.

Fixed Deposits:

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

Directors

The Board of Directors of the Company constitutes of Mr. Anil Baijal, Mr. P.L Agarwal, Mr. Rahul Saraf, Independent Directors, Mr. K.K Rathi, Mr. Rajesh Kalyani, Non Executive Directors and Mr. Sumit Dabriwala, Managing Director.

The Company made an application under Section 269 and other applicable provisions of the Companies Act, 1956, to the Ministry of Corporate Affairs in connection with payment of managerial remuneration to its Managing Director as per the limits approved by the shareholders through a Postal Ballot on 30th December 2010.

Ministry of Corporate Affairs, Government of India vide their letter dated August 3, 2011 had approved a total managerial remuneration of Rs. 1,50,00,000/- (Rupees One Crore Fifty Lacs only) per annum for a period of three years i.e. September 21, 2010 to September 20, 2013.

Directors retiring by rotation

Mr. Rahul Saraf and Mr. Rajesh Kalyani, Directors, retire by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting and are eligible for re-appointment.

The Board recommends their re-appointment.

Director's Responsibility Statement:

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

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

2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

3. 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

4. the directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

Report on Corporate Governance of the Company and Management Discussion and Analysis Report for the year under review, as per the requirements of Clause 49 of the Listing Agreement(s), have been given under a separate section and forms part of this Annual Report.

Listing:

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fee for the year 2012-13 has been paid.

The Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

Auditors:

M/s NGS & Co., Chartered Accountants, Mumbai, Auditors of the Company, bearing ICAI Registration Number 119850W retire at the ensuing Annual General Meeting and are eligible for appointment. The Company has received confirmation from NGS & Co. that their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Board recommended their appointment.

Particulars of Employees under section 217(2A):

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

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Conservation of energy, Technology absorption and Foreign exchange earnings and outgo:

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Place : Mumbai Sumit Dabriwala P.L agarwal

Date: May 30, 2012 Managing Director Director

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Mar 31, 2011

To, The Members of Agre Developers Limited

The Directors are pleased to present the Third Annual Report together with the Audited statements of accounts for the financial year ended 31st March 2011.

Financial Highlights:

(Amount in Rs.)

Consolidated Standalone Particulars Current Year Current Year Ended 31.03.2011 Ended 31.03.2011

Income from Operations 1,04,13,73,576 24,34,49,175

Other Income 1,11,51,370 44,88,681

Total Income 1,05,25,24,946 24,79,37,856

Purchase 4,58,24,882 Nil

Personnel Cost 11,92,82,634 11,34,92,997

Operating and other expenses 74,63,75,162 12,59,13,244

Total Expenditure 91,14,82,678 23,94,06,241

Profit before Interest, Depreciation and Tax 14,10,42,268 85,31,615

Less: Interest 45,07,697 51,767

Less: Depreciation 10,30,25,966 21,25,373

Profit before Taxation 3,35,08,606 63,54,475

Less: Provision for taxation 82,63,995 25,01,000

Less: Deferred fax 2,11,81,559 3,65,164

Profit after Taxation 40,63,052 34,88,311

Less: Prior Period Items Nil Nil

Profit After Tax 40,63,052 34,88,311

The Company did not have any business operations immediately before the appointed date i.e 1st April 2010 under the scheme of Arrangement and hence previous year figures are not provided.

Scheme of arrangement (Demerger):

Pursuant to a Scheme of Arrangement (Scheme) under Sections 391 to 394 read with Sections 78 and 100 tol03 of the Companies Act, 1956 between Pantaloon Retail (India) Ltd (PRIL), the Company and Agre Properties and Services Limited (Formerly known as Future Merchandising Limited) and their respective shareholders and creditors, mall management undertaking and project management undertaking of Pantaloon Retail (India) Limited were demerged into the Company and the mall asset management and food services business undertakings were demerged into Agre Properties and Services Limited.

The said scheme has been approved by the Hon'ble High Court of Judicature at Bombay on 24th August 2010 and filed certified copy of the Order with Registrar of Companies on 28th August 2010, being the effective date. The entire assets and liabilities of mall management undertaking and project management undertaking of Pantaloon Retail (India) Limited were transferred effective from 1st April 2010.

In terms of the Scheme 111,70,966 equity shares of Rs. 10/-each were allotted to the eligible shareholders of PRIL on 23rd September 2010 and the same were listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on 31st December 2010.

Your Company through a Special Resolution passed on 9th June 2010, approved reduction capital, and such reduction was confirmed by an order dated 22nd October 2010 by the Hon'ble High Court of Bombay on petition number 511 of 2010. Pursuant to the said order 50,000 fully paid equity shares of Rs. 10/- each of the Company aggregating to Rs. 5,00,000/ - held by erstwhile holding Company viz. PRIL, prior to the Scheme is reduced / cancelled.

Scheme of Amalgamation:

With a view to strengthen the asset base and financials of the Company and presence in retail infrastructure and real estate development, the Board at its meeting held on 26th May 2011 considered and approved a Scheme of Arrangement with Future Realtors (India) Private Limited ("FRIPL"), Prudent Vintrade Private Limited ("Prudent") and AIGL Holding & Investmetns Pvt. Ltd ("AIGL") and their respective shareholders and creditors (Scheme), and further subject to approval of High Court and such other regulatory approvals as may be necessary, to amalgamate FRIPL, Prudent and AIGL with the company.

FRIPL through its subsidiaries and associate companies is engaged in the business of development and leasing of retail real estate properties and development of integrated townships in India. Currently FRIPL has ready leased and under development retail assets of 0.8 mn sq ft and 0.3 mn sq ft leasable area respectively.

Prudent and AIGL through their associate companies hold 23% of the equity share capital of Riverbank Developers Private Limited, a special purpose vehicle that is developing an integrated township called Calclutta Riverside at Batanagar in Kolkata. This township is spread over an area of 262 acres and has been promoted by the Hiland and Belani Groups in joint venture along with Kolkata Metropolitan Development Authority.

Based on the valuation reports, the Board considered and proposed the exchange ratio under the Scheme and accordingly shareholders of FRIPL, AIGL and Prudent will receive 0.9499, 22.8112 and 804.3096 equity shares ofRs. 10 each respectively in Company for every equity share of Rs. 10 each held in FRIPL, AIGL and Prudent respectively. The scheme of amalgamation will be subject to approval from the Hon'ble High Court of Bombay and other regulatory authorities as may be applicable.

Dividend:

With a view to conserve the resources and to meet the fund requirements for your Company's growth plans, your Directors do not recommend any payment of Dividend for the year ended 2010-2011.

Subsidiaries:

Your Company has the following Subsidiaries as on 31st March 2011:

Sno. Name of the Subsidiary % of Holding

1 Agre Properties & Services Limited 100%

2 Precision Realty Developers Private Limited 100%

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has issued directions under Section 212(8) of the Companies Act, 1956 granting general exemption from applicability of the provisions of Section 212 of Companies Act, 1956 in relation to the subsidiary Companies, subject to fulfillment of the conditions specified in the said circular.

Your Company has availed the benefit of general exemption provided by the aforesaid circular and accordingly, the documents mentioned in Section 212(1)(a) to (d) of the Companies Act, 1956 relating to Company's subsidiaries are not attached to the Balance Sheet of your Company. Also, in terms of the said circular, your Directors shall fulfill the prescribed conditions, make the requisite disclosures and further undertake that the annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the registered office of the Company and of the respective subsidiary company concerned. The statement as required under clause (iv) of the aforesaid circular is also attached to the financial statements.

Share Capital:

During the year under review, your Company increased its authorized share capital from the existing Rs. 5,00,000/ - divided into 50000 equity shares of Rs. 10/ - each to Rs. 20,00,00,000/ - divided into 2,00,00,000 Equity Shares of Rs.10/ - each by creation of fresh 1,99,50,000 equity shares of Rs. 10/ - each.

In terms of the Scheme 111,70,966 equity shares of Rs. 10/-each allotted to the eligible shareholders of Pantaloon Retail (India) Limited on 23rd September 2010 and the same were listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on 31st December 2010.

570 Equity shares of the Company are kept in abeyance and the said shares will be allotted subsequent to completion of legal formalities to allot the original shares in Pantaloon Retail (India) Limited which are currently held in abeyance.

Change of name:

The Company was incorporated on March 10, 2008 under the Companies Act, 1956 in the State of Maharashtra as a public limited company and a special resolution has been passed by the shareholders at an Extra Ordinary General Meeting held on September 20, 2010 to change the name of the Company to "Agre Developers Limited". The Company obtained new Certificate of Incorporation with new name on October 4, 2010.

Change in the Objects Clause of the Company:

The Company has obtained the approval of members through Postal Ballot to, interalia, amend the main object clause of the Company to undertake construction and development business. The postal ballot notice was dispatched to all the shareholders on November 25, 2010 and the results of the Postal Ballot were announced on December 30, 2010.

Consolidated Financial Statements:

In Compliance with the Accounting Standard 21 and the Listing Agreement entered into with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited, this Annual Report includes the consolidated financial statements of the company for the financial year 2010-11.

Cash Flow Statement:

In Conformity with the provisions of clause 32 of the Listing Agreement with the Stock exchanges, the Cash Flow Statement for the year ended 31st March, 2011 has been provided in the Annual Report and which forms part of this report.

Fixed Deposits:

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

Directors:

On 23rd September, 2010, the Board was reconstituted prior to listing with Stock Exchange in conformity with Clause 49 of the Listing Agreement. Mr. Anil Baijal, Mr. P.L Agarwal and Mr. Rahul Saraf, Independent Directors, Mr. K.K Rathi, and Mr. Rajesh Kalyani Non Executive Directors were inducted in the Board. Further, Mr. Anil Baijal, Independent Director, was appointed as the Non Executive Chairman of the Board of Directors of your Company. The Board also constituted various committees in compliance with Clause 49 of the listing agreement.

Mr. Sumit Dabriwala, has been appointed as Managing Director of the Company for a period of 3 years with effect from 21st September 2010. The terms and conditions of his appointment including payment of Managerial Remuneration has been approved by the Shareholders byway of special resolution through postal ballot and the results of the Postal Ballot was declared on 30th December 2010.

The Company made an application under Section 269 and other applicable provisions of the Companies Act, 1956, to the Ministry of Corporate Affairs in connection with payment of managerial remuneration to its Managing Director as per the limits approved by the shareholders through a Postal Ballot on 30th December 2010. The Ministry vide its order dated 18th April 2011 approved the appointment of Mr. Sumit Dabriwala as Managing Director of the Company with effect from September 21, 2010 at an annual remuneration lower than the amount approved by the shareholders. The Company filed an appeal against the said Order of the Central Government on 9th May 2011 and the same is under the consideration of the Ministry of Corporate Affairs, Government of India.

Mr. Anil Baijal, Mr. P.L Agarwal, Mr. Rahul Saraf, Mr. Rajesh Kalyani and Mr. K.K Rathi, who were appointed as Additional Directors on the Board of your Company w.e.f 23rd September 2010. Notices have been received from members pursuant to Section 257 of the Companies Act, 1956 together with necessary deposits proposing the appointments of Mr. Anil Baijal, Mr. P.L Agarwal, Mr. Rahul Saraf, Mr. K.K Rathi, and Mr. Rajesh Kalyani as Directors, liable to retire by rotation, on the Board of the Company.

As required under clause 49(IV)(G) of the Listing Agreement, the requisite information of Mr. Anil Baijal, Mr. P.L Agarwal, Mr. Rahul Saraf, Mr. K.K Rathi, and Mr. Rajesh Kalyani inter alia, in the nature of brief resume, nature of expertise, companies in which they holds directorship / memberships of Board Committees is annexed to the Notice of Annual General Meeting. The Board recommends their appointments.

Mr. Sanjay Rathi, Mr. Deepak Tanna, and Mr. Harsha Saksena, Nominee Directors of erstwhile holding company Pantaloon Retail (India) Limited, resigned as the Directors of the Company with effect from 24th September 2010. The Board places on record its appreciation for the valuable contribution made by them during their tenure as Directors of the Company.

Group:

Pursuant to intimation received from the Promoter(s) and in accordance with regulation 3(1 )(e) of the securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 1997("SEBI Regulation") regarding identification of persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive trade Practices Act, 1969) are disclosed in this Annual Report as separate disclosure.

Director's Responsibility Statement:

As required under section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that:

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

2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and of the profit of the Company for that period;

3. 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

4. the directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

Report on Corporate Governance of the Company and Management Discussion and Analysis Report for the year under review, as per the requirements of Clause 49 of the Listing Agreement(s), have been given under a separate section and forms part of this Annual Report.

Listing:

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India Ltd. (NSE) and the listing fee for the year 2011-12 has been paid.

The Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

Auditors:

M/s NGS & Co., Chartered Accountants, Mumbai, Auditors of the Company, bearing ICAI Registration Number 119850W retire at the ensuing Annual General Meeting and are eligible for re-appointment.

As required under the provisions of section 224(1 B) of the Companies Act, 1956, the Company obtained a written certificate from the Auditors to the effect that their appointment, if made, would be in conformity with the limits specified in the said section. The Board recommends their re-appointment.

Particulars of Employees under Section 217(2A):

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

However, having regard to the provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

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

Information in accordance with the provisions of Section 217 (l)(e) of the Companies Act, 1956, read with 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 is given in the Annexure forming part of this report.

Acknowledgement:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Anil Baijal Sumit Dabriwala Chairman Managing Director

Place: Mumbai Date :26th May 2011