Enter the first few characters of Company and click 'Go'

Directors Report of Housing Development & Infrastructure Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the 22^nd Annual Report of the Company together with the "Management Discussion and Analysis Report", "Corporate Governance Report" and "Audited Financial Statements" for the Financial Year ("F.Y.") ended March 31, 2018.

FINANCIAL PERFORMANCE

Your Company''s performance during the F.Y. ended March 31, 2018 as compared to the previous F.Y. is summarised below:

(Rs. In Lacs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from operations	38,775.07	71,081.02	38,775.07	72,376.79
Other Income	1,461.99	3,536.71	1,385.86	3,451.16
Turnover	40,237.06	74,617.73	40,160.93	75,827.95
Total Expenditure	6,828.66	23,009.29	-1,483.89	11,085.33
Profit before Interest, Depreciation and Tax (PBIDT)	33,408.40	51,608.44	41,644.82	64,742.62
Less: Depreciation	677.21	733.97	683.24	750.13
Interest	26,786.35	30,018.19	34,917.94	42,824.48
Profit before Tax (PBT)	5,944.84	20,856.28	6,043.64	21,168.01
Tax Expenses	-3,587.66	3,331.70	-3,523.09	3,280.13
Profit after tax	9,532.50	17,524.58	9,566.73	17,887.88
Add: Other Comprehensive Income	95.78	-43.45	99.70	-43.74
Profit attributable to Non-controlling Interest	-	-	-3.04	-10.70
Profit attributable to Owner of the parent	9,628.28	17,481.13	9,669.47	17,854.84
Balance brought forward from previous year	46,198.23	28,717.10	10,258.38	-8,189.91
Less: Appropriations:
Transfer to General Reserve	-	-	-	-
Transfer to Debenture Redemption Reserve	-	-	-	-
Delisting of Subsidiary	-	-	-6.21	593.45
Net Balance for the Year	55,826.51	46,198.23	19,921.64	10,258.38

STATE OF COMPANY''S AFFAIRS AND PERFORMANCE REVIEW

- The Turnover of the Company decline by 45.45% and stood at Rs.38,775.07 lacs as against Rs. 71,081.03 lacs in the previous year.

- The Company''s Profit from operations for the year ended March 31, 2018, decreased by 71.50% to Rs.5,944.83 lacs as against Rs.20,856.28 lacs in the previous year.

- The Net Profit for the year has decreased by 44.92 % to Rs.9,532.50 lacs as against Rs.17,524.58 lacs in previous year.

BUSINESS REVIEW

For the Real Estate Industry year 2017 was a watershed year with the roll-out of game-changing policies such as Goods & Services Tax ("GST") and The Real Estate (Regulation and Development) Act, 2016 ("RERA"). Demonetization''s impact started to taper off slightly however Residential sales are yet to catch up to the predemonetisation level. Commercial project is showing improved interest and these have impacted demand for floor space index ("FSI") and Transfer of Development Rights ("TDR").

The Company had launched a new project in affordable housing sector i.e "The Nest" and had completed as well during the year under review. The Company is currently developing various projects at Kurla, Nahur, Mulund and Palghar.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report.

SUBSIDIARY COMPANIES

As at March 31, 2018, your Company has following subsidiaries:

Sr. No.	Name of Subsidiary
1	Blue Star Realtors Private Limited
2	BKC Developers Private Limited
3	Guruashish Construction Private Limited
4	HC Infracity Private Limited (till August 11, 2017)
5	Lashkaria Construction Private Limited
6	Mazda Estates Private Limited
7	Privilege Power and Infrastructure Private Limited
8	Ravijyot Finance and Leasing Private Limited (till November 14, 2017)

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âthe Act"), read with relevant rules of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report. A statement containing salient features of financial statements of subsidiary companies in Form AOC 1 is included in the Annual Report at Page No. 117.

Pursuant to provisions of Section 136 of the Act, the separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company on all working days between 10:00 A.M. (IST) to 12:00 noon, for a period of 21 days before the date of the Annual General Meeting (âAGM"). Your Company will also make available these documents upon a written request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies is also available on the website of your Company at www.hdil.in.

DIVIDEND

In view of the current market and industry scenario, your Board has been actively pursuing paring of its debt by monetising its land banks, your Directors have not recommended payment of any Dividend for the F.Y. ended March 31, 2018.

DEBENTURES

During the F.Y. 2017-18, your Company has not issued any Debentures. Debenture Redemption Reserve has been available and is part of General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018 is Rs.4,34,00,39,860. The equity shares of your Company continue to be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

During the year under review the Company had allotted 2,00,00,000 Convertible Warrants having option to apply for and be allotted equivalent number of equity shares of the face value of Rs.10 each at a premium of '' 60.50 to Mr. Sarang Wadhawan, Promoter of the Company.

RESERVES

During the year under review, your Company has transferred no amount to General Reserves.

DEPOSITS

Your Company did not hold any public deposits at the beginning of the year, nor it has accepted any deposits from the public during the F.Y., within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL EVENT - CORPORATE INSOLVENCY RESOLUTION PROCESS OF A WHOLLY OWNED SUBSIDIARY COMPANY

The Hon''ble National Company law Tribunal ("NCLT") Mumbai bench after admission of petition filled by Union Bank of India under Section 7 of Insolvency and bankruptcy Code, 2016 ("IBC Code") read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 has ordered the commencement of the Corporate Insolvency Resolution process to its Wholly owned subsidiary Company -Guruashish Construction Private Limited due to default in repayment of the Loan and interest thereon on July 24, 2017. Accordingly the powers of the Board of Directors suspended pursuant to section 17(1)(b) of the IBC Code and Mr. R. K. Bhuta was appointed as Interim resolution Professional for the management of the affairs of the Company.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return of the Company, as prescribed under Section 92(3) of the Act and Companies (Management and Administration) Rules, 2014, framed thereunder, is annexed as Annexure ''A''.

DIRECTORS

As on March 31, 2018, the Board of the Company consisted of six directors, of whom Two were executive, Four were non-executive and non-independent (including one woman director). The Company has an executive Chairman. During the year there was no change in the Composition of board of Directors.

Mr. Lalit Mohan Mehta (DIN : 00458975) and Mr. Raj Kumar Aggarwal (DIN : 02034914) , Independent Directors of the Company of whose tenure expires on March 31, 2019, being eligible, offers themselves for re-appointment for further terms i.e for five years, subject to the approval of Members.

All Independent Directors have submitted declarations that each of them meets the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The terms and conditions of the appointments of Independent Directors have been placed on the website of the Company www.hdil.in.

Your Company has conducted the familiarisation programme for all its Directors covering the matters as specified under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), details of which has been hosted on the Company''s website at http://www.hdil.in/pdf/policies/ familiarisation-programme-for-independent-directors.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Act:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

c) the Directors 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) the Directors have prepared the annual accounts on a going concern basis;

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

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

CORPORATE GOVERNANCE

Your Company has its Corporate Governance philosophy on transparency, accountability, values and ethics, which forms an integral part of the Management''s ongoing activity towards achieving excellence, growth and value creation. Your Company is committed to highest standards of Corporate Governance and disclosure practices to ensure that its affairs are managed in the best interest of all stakeholders.

A report on Corporate Governance together with a certificate received from M/s. Rajeswari & Associates, Chartered Accountants, Statutory Auditors of the Company confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations is given separately which forms part of this Report. (Refer Page No. 38).

NUMBER OF MEETINGS OF THE BOARD

The Board met on various occasions to discuss and decide various affairs, operations of the Company and to supervise and control the activities of the Company. The schedule of the Board / Committee Meetings to be held in the forthcoming F.Y. will be circulated to the Directors in advance to enable them to plan their schedule for their effective participation in the Meetings.

During the F.Y., the Board met four (4) times viz. on May 30, 2017, August 11, 2017, November 14, 2017 and February 14, 2018.

Detailed information on the Meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report. (Refer Page No. 38).

COMMITTEES OF THE BOARD

Your Company has following committees of the Board as a part of good corporate governance practices and which are in compliance with the requirements of the relevant provisions of applicable laws and statutes:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Relationship Committee;

- Corporate Social Responsibility Committee (âCSR Committee") and;

- Finance Committee.

The details with respect to the compositions, terms of reference including powers, roles etc. of relevant committees are given in detail in the ''Report on Corporate Governance'' of the Company which forms part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of the following Directors:

Ms. Sandhya Baliga - Chairperson

Mr. Lalit Mohan Mehta - Member

Mr. Raj Kumar Aggarwal - Member

All the recommendations made by the Audit Committee were accepted by the Board.

STATUTORY AUDITORS

M/s. Rajeswari & Associates, Chartered Accountants (Firm Registration Number 123005W), was appointed as Statutory auditor of the Company by the members for a term of five consecutive years, from the conclusion of 21^st AGM till the conclusion of the 26^th AGM of the Company (subject to ratification of their appointment at every AGM, if required under the ACT).

However, pursuant to the Companies Amendment act, 2017 which was notified on May 7, 2018, the provision relating to ratification of appointment of auditors by Members at every AGM has been done away with.

EXPLANATION ON AUDITORS'' REPORT

As regards the observation by the Auditor in the Auditors'' Report regarding delay in payment of Statutory dues, subsequently the Company has paid TDS of Rs.104.00 lacs and arrears of interest on Service Tax and VAT will be cleared upon completion of assessment of the respective years.

In respect of Income Tax demands, your Directors would like to state that the Company has filed appeals against the demand raised by the Assessing officer and the same is pending for disposal at various stages. Your Company is confident based on the advice of Advisors that the outcome of the appeals will be decided in favor of the Company.

The Company has made payment in part of its dues to bank/Financial institution in accordance with the One Time Settlement Agreement with them. Few banks have yet to approve One Time Settlement proposal and upon receipt of sanction, payments will be made to said Banks/Financial Institution.

There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in their Report dated May 30, 2018, on the financial statements of the Company for F.Y. 201718.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SG & Associates, Company Secretaries (C.P No. 5722) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure ''B''.

There are no qualifications, reservations, adverse remarks or disclaimers made by Secretarial Auditors, in their Report dated May 29, 2018, on the Secretarial and other related records of the Company for the F.Y. 2017-18.

COST AUDITORS

In pursuance of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board, on recommendation of Audit Committee, has appointed M/s. Ketki D. Visariya & Co., Cost Accountants (Firm Registration No. 00362), as the Cost Auditors to conduct the Cost Audit for the F.Y. 2018-19 at a remuneration of Rs.1,00,000/- and reimbursement of out of pocket expenses plus applicable taxes.

As required under the Act, ratification by the Members pertaining to the remuneration payable to the Cost Auditors forms part of the Notice of the ensuing AGM and the respective Resolution is recommended for your consideration.

INTERNAL FINANCIAL CONTROL

Your Company has in place adequate internal financial controls with reference to financial statements and to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

Pursuant to Section 186 of the Act, particulars of the loans given, investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by such recipient are provided under respective notes in financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the F.Y. 2017-18 were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted and hence the disclosure in form AOC-2 is not required.

During F.Y. 2017-18, there are no material related party transactions with Promoters, Directors or Key Managerial Personnel (âKMP"). The Company has in place a policy on Materiality of and Dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. Suitable disclosures as required under AS-18 have been made in Note 37 of the Notes to the financial statements.

Pursuant to Regulation 23 of the Listing Regulations, the Company has in place a Policy on dealing with Related Party Transactions, which has been hosted on Company''s website at

http://www.hdil.in/pdf/policies/policy-on-materiality-of-and-dealing- with-related-party-transactions.pdf

POLICY FOR DETERMINING ''MATERIAL'' SUBSIDIARIES

As required under Regulation 16(1)(c) of the Listing Regulations, the Company has in place a Policy for Determining ''Material'' Subsidiaries, which has been hosted on Company''s website athttp://www.hdil.in/ pdf/policies/policy-for-determining-material-subsidiary.pdf

RISK MANAGEMENT

Pursuant to Regulation 21 of Listing Regulations, your Company has in place a Risk Management Committee which identifies, evaluates, manages and monitors the risks that can impact the Company''s ability to achieve its strategic and financial objectives and monitors risk tolerance limits, reviews and analyses risk exposure related to specific issues and provides oversight of risk across the organisation.

The Board has in place a Risk Management Policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedure.

VIGIL MECHANISM

Your Company has a Vigil Mechanism for their Directors and employees to report their genuine concerns or grievances and in order to report such concerns or grievances, the Company has formal Whistle Blower Policy in place.

Your Company assures cognizance of complaints made and suggestions given by the employees. Even anonymous complaints will be looked into and whenever necessary, suitable corrective steps will be taken.

The Whistle Blower Policy, provides for adequate safeguards against victimisation of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been put up on the Company''s Website at www.hdil.in.

NOMINATION AND REMUNERATION POLICY

The Board has in place a policy which lays down criteria for selection and appointment of Board Members. The policy also lays down a framework in relation to remuneration of Directors, KMP and Senior Management of the Company. The Policy also includes the criteria for determining qualifications, positive attributes and independence of Directors.

The detailed policy is annexed to the Report on Corporate Governance, which forms part of this Annual Report.

EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its performance, of the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out was explained in the Report on Corporate Governance, which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

Your Directors place on record their appreciation for the contributions made by the employees of the Company at all levels. Relations between employees and the Management continued to be cordial during the year.

The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the same is open for inspection at the Registered Office of your Company on all working days between 10:00 A.M. (IST) to 12:00 noon upto the date of the Meeting. Copies of this statement may be obtained by the Members by writing to the Company Secretary of your Company.

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

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to providing and promoting a safe and healthy work environment for all its employees.

Your Company has in place a policy on ''Prevention of Sexual Harassment'' (âPOSH") in line with the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints pertaining to sexual harassment at workplace, along with a structured reporting and redressal mechanism. The POSH Policy is displayed on the Company''s intra-net ''HDIL World''.

During F.Y. 2017-18, your Company has not received any complaint on sexual harassment.

INVESTORS'' RELATION AND GRIEVANCES

Investors'' relations have been cordial during the year. As a part of compliance, the Company has in place Stakeholders Relationship Committee to deal with the issues relating to investors. There were no investors'' grievances pending as on March 31, 2018. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent (âR&T").

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

Your Company has in place a CSR Committee which is in compliance to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, which comprises of the following Directors:

1) Mr. Rakesh Kumar Wadhawan - Chairman

2) Mr. Sarang Wadhawan - Member

3) Mr. Lalit Mohan Mehta - Member

Your Company has also in place a Corporate Social Responsibility ("CSR") Policy which is available on the website of the Company at www.hdil.in.

The average Net Profit of the Company for last three F.Y. is Rs.77,533.71 Lacs and accordingly the Company requires to spend Rs.1,477.23 Lacs on CSR activities.

The Company has setup a trust in the name of ''HDIL Foundation'' with the objectives of starting and maintain educational institutions, open boarding houses and hostels for students, libraries, donations for working of educational institutions and charitable purpose, to establish hospitals, research laboratories and medical centers, general welfare and upliftment of poor and needy people, digging wells and providing drinking water, to organize seminars / meetings / camps for awakening of general masses, to give relief in the stress of famine / fire / tempest / cyclone / earthquake or other natural calamity.

The Company however has initiated certain obligations through undertaking of SRA project, where social and economically backward people have been beneficiary of these projects, in the following ways:

i. transportation facilities to the school going children of slum dwellers;

ii. providing additional safety measure to enhance security of labour at construction sites and

iii. free medical camps for the labourers and their families.

Further, your Company is irregular in paying off its statutory dues and financial commitments to the Banks and Financial Institutions, hence, the Board is of the view that CSR activities needs to be undertaken only after the Company has regularised in meeting all its obligations.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, for the year ended March 31, 2018, is as under:

CONSERVATION OF ENERGY

Your company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to regulatory requirements and guidelines. The construction team under the guidance of expert engineers of the Company continuously strives and devises various means to conserve energy and identify met hods for optimum use of energy.

Initiatives are taken for energy efficiency systems for Buildings in various phases like design, building and occupation by considering various options and appropriate measures for energy conservation which are stated as following:

- A Building Management System (BMS) or a (more recent terminology) Building Automation System (BAS);

- Energy Efficiency System;

- Insulation;

- Multipane Windows, Window Treatment and Storm Doors, UPVC Doors/Windows etc.;

- Zoning System and

- Passive solar Design.

RESEARCH AND DEVELOPMENT

The Company has undertaken Research and Development (âR&D") activity in development of technology in the area of construction.

In today''s competitive market where it is obvious need to construct with optimum cost, reduced schedule while maintaining highest standard of quality, your Company is actively involved in R&D activities. Some of them are:

Optimization of Space:

Mechanical Car Parking

- DOKA formwork;

- ULMA formwork;

- MIVAN formwork;

- Installation of safety apparatus for emergency evacuation purpose in an unlikely event of hazard;

- Study, Analysis and use of various shuttering patterns for economy, conservation of time and better quality of work;

- Substitution of Diaphragm wall with sheet piling as shoring options;

- Study, Analysis and use of composite structure in place of conventional structure;

- Optimization of resources and their recycling for further use;

- Use of environment friendly materials and developing green building concept and

- Analysis and study of trade off among various services for optimization.

Emphasis is given on time, cost and quality and setting an efficient trade-off among these three variables of Project management in R&D efforts.

Ingstrom Fire Escape Chutes

Initiatives for Sustainable Building Energy Conservation GREEN PAINTS FOR GREEN BUILDING:

Introduction:

Paints can have a major impact on the overall aesthetics of a space; sometimes more than even flooring and furnishing because of the enormous square footage of the coverage.

According to the US Environmental Protection Agency (USEPA), 9% of the airborne pollutants creating ground level ozone come from the VOC''s (Volatile Organic Compound) in the Paint. VOC refers to a class of chemicals which evaporates easily at room temperature. When these VOCs off-gas, they may cause a variety of health problems like nausea, dizziness, irritation of eyes and respiratory tract, and more serious illness like heart, lung or kidney damage and cancer.

Low and Zero VOC paints have little or no smog-forming emission. Use of high VOC content materials can cause illness and may decrease occupant productivity. These problems result in increased expenses and liability for building owners, operators and insurance companies.

Benefits:

Using the Low VOC or Zero VOC paint we can eliminate the detrimental effect of ground level ozone on human health, agricultural crops, forests and ecosystem. Healthy occupants are more productive and have less illness- related absenteeism.

LED LIGHTS

Introduction:

LEDs are light emitting diodes, are a technology that allows for extremely energy efficient and extremely long-lasting light bulbs. An LED light bulb can reduce energy consumption by 80-90% and last around 100,000 hours. They even light up faster than regular bulbs (which could save your life if there are LEDs in the brake lights of your car).

Ecologically Friendly:

LED lights are free of toxic chemicals. Most conventional fluorescent lighting bulbs contain a multitude of materials like e.g. mercury that are dangerous for the environment.

LED lights contain no toxic materials and are 100% recyclable, and will help you to reduce your carbon footprint by up to a third. The long operational life time span mentioned above means also that one LED light bulb can save material and production of 25 incandescent light bulbs. A big step towards a greener future.

Zero UV Emissions:

LED illumination produces little infrared light and close to no UV emissions.

Because of this, LED lighting is highly suitable not only for goods and materials that are sensitive to heat due to the benefit of little radiated heat emission, but also for illumination of UV sensitive objects or materials such as in museums, art galleries, archeological sites etc.

Security Systems:

The Company has following Security Systems at its office and site:

- Fire Alarm System and

- Water Curtain System

TECHNOLOGICAL ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs.In Lacs)

Year	2017-18	2016-17
Foreign exchange earnings	-	-
Foreign exchange outgo	156.01	213.43

PARTICIPATION IN THE GREEN INITIATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (âMCA") for correspondences by Corporates to its shareholders through electronic mode. All the shareholders who have not so far substituted / updated their e-mail id are requested to join the said program at sending e-mail of their preferred e-mail addresses to the R&T at [email protected] or to the Company on [email protected].

REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and future operations of the Company.

INFORMATION OF MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2018 and prior to August 14, 2018 being the date of this report.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations including raw material availability and its price, pricing in the Company''s principle markets, changes in Government regulations, Tax regimes and economic developments within India.

APPRECIATION

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees of the Company and its Associates at all levels and wish to convey their appreciation to the Banks, Financial Institutions, Government Authorities, Customers and other Stakeholders for the excellent assistance and co-operation received and wish to place on record their gratitude to the Members for their trust, support and confidence reposed in the Company.

For and on behalf of the Board of Directors

Mr. Rakesh Kumar Wadhawan

Place: Mumbai Executive Chairman

Date: August 14, 2018 DIN : 00028573

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the 21^st Annual Report of the Company together with the âManagement Discussion and Analysis Reportâ, âCorporate Governance Reportâ and âAudited Financial Statementsâ for the Financial Year (âF.Y.â) ended March 31, 2017.

FINANCIAL PERFORMANCE

Your Companyâs performance during the F.Y. ended March 31, 2017 as compared to the previous F.Y. is summarised below:

(Rs. In Lacs)

Particulars	Standalone		Consolidated
Particulars	2016-17	2015-16	2016-17	2015-16
Revenue from operations	71,081.02	1,16,844.58	72,376.79	1,16,961.36
Other Income	3,536.71	2,394.91	3,451.16	2,312.66
Net Turnover	74,617.73	1,19,239.49	75,827.95	1,19,274.02
Total Expenditure	23,009.29	52,954.75	11,085.33	39,474.96
Profit before Interest, Depreciation and Tax (PBIDT)	51,608.44	66,284.74	64,742.62	79,799.06
Less: Depreciation	733.97	773.79	750.13	799.96
Profit before Interest and Tax (PBIT)	50,874.47	65,510.95	63,992.49	78,999.10
Interest	30,018.19	36,868.60	42,824.48	51,412.21
Profit before Impairment and Tax Expenses/ Share in Profit of Associates	20,856.28	28,642.35	21,168.01	27,586.89
Provision for diminution in value of Investment
Profit before Tax Expenses	20,856.28	28,642.35	21,168.01	27,586.89
Tax Expenses	3,331.70	(5,403.78)	3,280.13	(5,349.01)
Profit after tax	17,524.58	34,046.13	17,887.88	32,935.90
Add: Other Comprehensive Income	(43.45)	(32.56)	(43.74)	7,711.90
Profit attributable to Non-controlling Interest			(10.70)	(9.86)
Profit attributable to Owner of the parent			17,854.83	32,945.09
Balance brought forward from previous year	28,717.11	127.63	(8,189.91)	(35,710.91)
Less: Appropriations:
Transfer to General Reserve
Transfer to Debenture Redemption Reserve	-	(5,424.09)	593.46	(5,424.09)
Tax on Dividend
Net Balance for the Year	46,198.24	28,717.11	10,258.38	(8,189.91)

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (âInd ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. Financial Statements for the year ended at March 31, 2016 have been restated to conform to Ind AS.

STATE OF COMPANYâS AFFAIRS AND PERFORMANCE REVIEW

- The Turnover of the Company decline by 37.42% and stood at Rs. 74,617.73 lacs as against Rs. 1,19,239.49 lacs in the previous year.

- The Companyâs Profit from operations for the year ended March 31, 2017, decreased by 27.18% to Rs. 20,856.28 lacs as against Rs. 28,642.35 lacs in the previous year.

- The Net Profit for the year has increased by 48.51% to Rs. 17,524.58 lacs as against Rs. 34,046.13 lacs in previous year.

BUSINESS REVIEW

Economy has slowed down inspite of various measures taken by the government. Real Estate Industry has shown resilience, despite demonetisation, RERA etc. and is going through consolidation phase. There were many challenges such as availability of materials, sale of sand etc, delay in getting approvals in timely manner, embayed on lending to real Estate sector has not helped the matter more.

The Company has launched a new projects i.e âThe Nestâ during the year under review. The Company is currently developing/building various projects at Kurla, Vikhroli, Mulund, Nahar, Virar and Palghar. Construction at all locations is progressing as per the schedule and possession of ready units in various projects shall be handed over to the customers as per the agreed time schedule.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report.

BUSINESS RESPONSIBILITY REPORT

The Initiative taken by the Company from an environment, Social and Governance perspective are provided in the Business Responsibility Report which is included as a separate section in the Annual Report.

SUBSIDIARY COMPANIES

As at March 31, 2017, your Company has following subsidiaries:

Sr. No.	Name of Subsidiary
1	Blue Star Realtors Private Limited
2	BKC Developers Private Limited
3	Excel Arcade Private Limited (till March 4, 2017)
4	Guruashish Construction Private Limited
5	HC Infracity Private Limited
6	Lashkaria Construction Private Limited
7	Mazda Estates Private Limited
8	Privilege Power and Infrastructure Private Limited
9	Ravijyot Finance and Leasing Private Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âthe Actâ), read with relevant rules of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report. A statement containing salient features of financial statements of subsidiary companies in Form AOC 1 is included in the Annual Report at Page No. 128.

Pursuant to provisions of Section 136 of the Act, the separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company on all working days between 10:00 a.m. to 12:00 noon, for a period of 21 days before the date of the Annual General Meeting (âAGMâ). Your Company will also make available these documents upon a written request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies is also available on the website of your Company at www.hdil.in.

DIVIDEND

DEBENTURES

During the F.Y. 2016-17, your Company has not issued any Debentures. Required Debenture Redemption Reserve has been available and is part of General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2017 is Rs. 4,34,00,39,860 against Rs. 4,19,00,39,860 as on March 31, 2016. During the year under review the Company had converted its 1,50,00,000 Warrants issued to Promoters on Preferential basis into Equity Shares of Rs. 10/- each at premium of Rs. 90 per share.

The equity shares of your Company continue to be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

RESERVES

During the year under review, your Company has transferred Rs. 400 lacs to General Reserves from Debenture Redemption Reserves.

FIXED DEPOSITS

EXTRACT OF ANNUAL RETURN

DIRECTORS

Mr. Ashok Kumar Gupta resigned as Non-Executive Independent Director from the Board of your Company with effect from October 24, 2016. The Board placed on record its deep appreciation for the services rendered by Mr. Gupta during his tenure as Member of the Board.

Mr. Rakesh Kumar Wadhawan (DIN : 00028573) Whole Time Director, designated as âExecutive Chairmanâ whose tenure expire, offers himself for re-appointment subject to the approval of Members.

The terms and conditions of the appointments of Independent Directors have been placed on the website of the Company www. hdil.in.

Your Company has conducted the familiarisation programme for all its Directors covering the matters as specified under Regulation 25(7) of the Listing Regulations, details of which has been hosted on the Companyâs website at http://www.hdil.in/pdf/policies/ familiarisation-programme-for-independent-directors.pdf.

DIRECTORSâ RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

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

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

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

CORPORATE GOVERNANCE

Your Company has its Corporate Governance philosophy on transparency, accountability, values and ethics, which forms an integral part of the Managementâs ongoing activity towards achieving excellence, growth and value creation. Your Company is committed to highest standards of Corporate Governance and disclosure practices to ensure that its affairs are managed in the best interest of all stakeholders.

A report on Corporate Governance together with a certificate received from M/s. Thar & Co., Chartered Accountants, Statutory Auditors of the Company confirming the compliance with the provisions of Corporate Governance as stipulated in Listing Regulations is given separately which forms part of this Report. (Refer Page No. 32).

NUMBER OF MEETINGS OF THE BOARD

The Board met on various occasions to discuss and decide various affairs, operations of the Company and to supervise and control the activities of the Company. The schedule of the Board/Committee Meetings to be held in the forthcoming F.Y. will be circulated to the Directors in advance to enable them to plan their schedule for their effective participation in the Meetings.

During the F.Y., the Board met four (4) times viz. on May 28, 2016, September 10, 2016, December 13, 2016 and February 14, 2017.

Detailed information on the Meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report. (Refer Page No. 38).

COMMITTEES OF THE BOARD

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Relationship Committee;

- Risk Management Committee;

- Corporate Social Responsibility Committee (âCSR Committeeâ);

- Finance Committee and

- Project Committee

The details with respect to the compositions, terms of reference including powers, roles etc. of relevant committees are given in detail in the âReport on Corporate Governanceâ of the Company which forms part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of the following Directors:

Ms. Sandhya Baliga - Chairperson

Mr. Ashok Kumar Gupta* - Member

Mr. Lalit Mohan Mehta - Member

Mr. Raj Kumar Aggarwal - Member

(*Mr. Ashok Kumar Gupta ceased to be member w.e.f. October24,2016)

All the recommendations made by the Audit Committee were accepted by the Board.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the term of office of M/s Thar & Co., Chartered Accountants (Firm Registration Number 110958W), as Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting of the Company. The Board of Directors places on record appreciation for the services rendered by M/s Thar & Co., as the Statutory Auditors of the Company. Subject to the approval of the members, the Board of Directors of the Company has recommended the appointment of M/s. Rajeswari & Associates, Chartered Accountants (Firm Registration Number 123005W) as the Statutory Auditors of the Company pursuant to Section 139 of the Act

The Company has received a written consent and certificate from M/s. Rajeswari & Associates, confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

EXPLANATION ON AUDITORSâ REPORT

As regards the observation by the Auditor in the Auditorsâ Report regarding delay in payment of Statutory dues, subsequently the Company has paid TDS of Rs. 61.00 Lacs and arrears of interest on Service Tax and VAT will be cleared upon completion of assessment of the respective years.

As regards, overdues to the Banks and Financial Institutions towards Non Convertible Debentures (NCDs), term loans repayments and intent thereon; the Company had made part payment and has been in advance discussion with the lender for one time settlement of their dues. Upon receipt of approval for the proposed plan, effective steps will be taken to adhere to such payment timeline.

There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in their Report dated May 30, 2017, on the financial statements of the Company for F.Y. 2016-17.

SECRETARIAL AUDIT REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by Secretarial Auditors, in their Report dated May 21, 2017, on the Secretarial and other related records of the Company for the F.Y. 2016-17.

COST AUDITORS

In pursuance of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board, on recommendation of Audit Committee, has appointed M/s. Ketki D. Visariya & Co., Cost Accountants (Firm Registration No. 00362), as the Cost Auditors to conduct the Cost Audit for the F.Y. 2017-18 at a remuneration of Rs. 1,00,000/- and reimbursement of out of pocket expenses plus applicable taxes.

INTERNAL FINANCIAL CONTROL

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

Pursuant to Section 186 of the Act, particulars of the loans given, investment made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security is proposed to be utilised by such recipient are provided under respective notes in financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the F.Y. 2016-17 were on armâs length basis and in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted and hence the disclosure in form AOC-2 is not required.

During F.Y. 2016-17, there are no material related party transactions with Promoters, Directors or Key Managerial Personnel (âKMPâ). The Company has in place a policy on Materiality of and Dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. Suitable disclosures as required under AS-18 have been made in Note 37 of the Notes to the financial statements.

Pursuant to Regulation 23 of the Listing Regulations, the Company has in place a Policy on dealing with Related Party Transactions, which has been hosted on Companyâs website at http://www.hdil.in/pdf/policies/policy-on-materiality-of-and-dealing-with-related-party-transactions.pdf

POLICY FOR DETERMINING âMATERIALâ SUBSIDIARIES

As required under Regulation 16(1 )(c) of the Listing Regulations, the Company has in place a Policy for Determining âMaterialâ Subsidiaries, which has been hosted on Companyâs website at http://www.hdil.in/pdf/policies/policy-for-determining-material-subsidiary.pdf

RISK MANAGEMENT

Pursuant to Regulation 21 of Listing Regulations, your Company has in place a Risk Management Committee which identifies, evaluates, manages and monitors the risks that can impact the Companyâs ability to achieve its strategic and financial objectives and monitors risk tolerance limits, reviews and analyses risk exposure related to specific issues and provides oversight of risk across the organisation.

The Board has in place a Risk Management Policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedure.

VIGIL MECHANISM

The Whistle Blower Policy, provides for adequate safeguards against victimisation of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been put up on the Companyâs Website at www.hdil.in.

NOMINATION AND REMUNERATION POLICY

The detailed policy is annexed to the Report on Corporate Governance, which forms part of this Annual Report.

EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

PARTICULARS OF EMPLOYEES

Your Company recognizes its employees as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset.

Your Company has embarked on the journey of creating a High Performance Culture and has laid the foundation towards this.

The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the same is open for inspection at the Registered Office of your Company on all working days between 10:00 a.m. to 12:00 noon upto the date of the Meeting. Copies of this statement may be obtained by the Members by writing to the Company Secretary of your Company.

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

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to providing and promoting a safe and healthy work environment for all its employees.

Your Company has in place a policy on âPrevention of Sexual Harassmentâ (âPOSHâ) in line with the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints pertaining to sexual harassment at workplace, along with a structured reporting and redressal mechanism. The POSH Policy is displayed on the Companyâs intra-net âHDIL Worldâ.

During F.Y. 2016-17, your Company has not received any complaint on sexual harassment.

INVESTORSâ RELATION AND GRIEVANCES

Investorsâ relations have been cordial during the year. As a part of compliance, the Company has in place Stakeholders Relationship Committee to deal with the issues relating to investors. There were no investorsâ grievances pending as on March 31, 2017. A confirmation to this effect has been received from the Companyâs Registrar and Share Transfer Agent (âR&Tâ).

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

1) Mr. Rakesh Kumar Wadhawan - Chairman

2) Mr. Sarang Wadhawan - Member

3) Mr. Lalit Mohan Mehta - Member

Your Company has also in place a Corporate Social Responsibility (âCSRâ) Policy which is available on the website of the Company at www.hdil.in.

The average Net Profit of the Company for last three F.Y. is Rs. 78,400.80 Lacs and accordingly the Company requires to spend Rs. 1491.95 Lacs on CSR activities.

The Company has setup a trust in the name of âHDIL Foundationâ with the objectives of starting and maintain educational institutions, open boarding houses and hostels for students, libraries, donations for working of educational institutions and charitable purpose, to establish hospitals, research laboratories and medical centers, general welfare and upliftment of poor and needy people, digging wells and providing drinking water, to organize seminars/meetings/ camps for awakening of general masses, to give relief in the stress of famine/fire/tempest/cyclone/earthquake or other natural calamity.

The Company however has initiated certain obligations through undertaking of SRA project, where social and economically backward people have been beneficiary of these projects, in the following ways:

i. transportation facilities to the school going children of slum dwellers;

ii. providing additional safety measure to enhance security of labour at construction sites and

iii. free medical camps for the labourers and their families.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, for the year ended March 31, 2017, is as under:

CONSERVATION OF ENERGY

- A Building Management System (BMS) or a (more recent terminology) Building Automation System (BAS);

- Energy Efficiency System;

- Insulation;

- Multipane Windows, Window Treatment and Storm Doors, UPVC Doors/Windows etc.;

- Zoning System and

- Passive solar Design.

RESEARCH AND DEVELOPMENT

The Company has undertaken Research and Development (âR&Dâ) activity in development of technology in the area of construction.

In todayâs competitive market where it is obvious need to construct with optimum cost, reduced schedule while maintaining highest standard of quality, our Company is actively involved in R&D activities. Some of them are:

Optimization of Space:

Mechanical Car Parking

- DOKA formwork;

- ULMA formwork;

- MIVAN formwork;

- Installation of safety apparatus for emergency evacuation purpose in an unlikely event of hazard;

- Study, Analysis and use of various shuttering patterns for economy, conservation of time and better quality of work;

- Substitution of Diaphragm wall with sheet piling as shoring options;

- Study, Analysis and use of composite structure in place of conventional structure;

- Optimization of resources and their recycling for further use;

- Use of environment friendly materials and developing green building concept and

- Analysis and study of trade off among various services for optimization.

Emphasis is given on time, cost and quality and setting an efficient trade-off among these three variables of Project management in R&D efforts.

Ingstrom Fire Escape Chutes

Initiatives for Sustainable Building Energy Conservation GREEN PAINTS FOR GREEN BUILDING:

Introduction:

Paints can have a major impact on the overall aesthetics of a space; sometimes more than even flooring and furnishing because of the enormous square footage of the coverage.

According to the US Environmental Protection Agency (USEPA), 9% of the airborne pollutants creating ground level ozone come from the VOCâs (Volatile Organic Compound) in the Paint. VOC refers to a class of chemicals which evaporates easily at room temperature. When these VOCs off-gas, they may cause a variety of health problems like nausea, dizziness, irritation of eyes and respiratory tract, and more serious illness like heart, lung or kidney damage and cancer.

Benefits:

LED LIGHTS Introduction:

Ecologically Friendly:

LED lights are free of toxic chemicals. Most conventional fluorescent lighting bulbs contain a multitude of materials like e.g. mercury that are dangerous for the environment.

Zero UV Emissions:

LED illumination produces little infrared light and close to no UV emissions.

Security Systems:

The Company has following Security Systems at its office and site:

- Fire Alarm System and

- Water Curtain System

TECHNOLOGICAL ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

PARTICIPATION IN THE GREEN INITIATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (âMCAâ) for correspondences by Corporates to its shareholders through electronic mode. All the shareholders who have not so far substituted/updated their e-mail id are requested to join the said program at sending e-mail of their preferred e-mail addresses to the R&T at [email protected] or to the Company on [email protected].

REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and future operations of the Company.

INFORMATION OF MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2017 and prior to May 30, 2017, being the date of this report.

CAUTIONARY STATEMENT

Statements in this Directorsâ Report and Management Discussion and Analysis describing the Companyâs objectives, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companyâs operations including raw material availability and its price, pricing in the Companyâs principle markets, changes in Government regulations, Tax regimes and economic developments within India.

APPRECIATION

For and on behalf of the Board of Directors

Mr. Rakesh Kumar Wadhawan

Executive Chairman

Place: Mumbai DIN : 00028573

Date: May 30, 2017

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 20^th Annual Report of the Company together with the "Management Discussion and Analysis Report", "Corporate Governance Report" and "Audited Financial Statements" for the Financial Year ("F.Y.") ended March 31, 2016.

FINANCIAL PERFORMANCE

Your Company''s performance during the F.Y. ended March 31, 2016 as compared to the previous F.Y. is summarized below:

(Rs. In Lacs)

Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Gross sales and other receipts	1,19,109.46	1,09,093.36	1,19,247.09	1,08,312.21
Profit before finance cost, depreciation, amortization and taxation	66,122.14	70,118.58	80,814.81	86,656.27
Finance Cost	36,720.43	38,694.07	51,228.25	55,344.49
Depreciation and Amortization	547.60	671.26	575.59	1,531.95
Operational profit before tax	28,854.11	30,753.25	29,010.97	29,779.83
Less: Tax Expenses	2,357.86	8,119.90	2,407.37	7,916.25
Less: Minority Interest	N.A.	N.A.	(9.86)	(1.55)
Profit for the year	26,496.25	22,633.35	26,613.46	21,865.13
Balance brought forward	76.72	3,791.77	(36,449.74)	(34,329.08)
Add: Other adjustments	7,717.59	351.60	7,693.54	2,714.21
Profit available for appropriation	34,290.56	26,776.72	(2,142.74)	(9,749.74)
Less: Transferred to Debentures Redemption Reserve	5,424.09	26,700.00	5,424.09	26,700.00
Closing Balance	28,866.47	76.72	(7,566.83)	(36,449.74)
Net Worth	10,99,719.81	10,65,505.97	11,14,775.12	10,80,468.12

STATE OF COMPANY''S AFFAIRS AND PERFORMANCE REVIEW

- The Turnover of the Company increased by 9.18 % and stood at Rs. 1,19,109.46 lacs as against Rs. 109,093.36 lacs in the previous year.

- The Company''s Profit from operations for the year ended March 31, 2016, decreased by 6.18 % to Rs. 28,854.11 lacs as against Rs. 30,753.25 lacs in the previous year.

- The Net Profit for the year has increased by 17.07 % to Rs. 26,496.25 lacs as against Rs. 22,633.35 lacs in previous year.

- During the F.Y., Company''s Debt including Non-Convertible Debentures ("NCD") has been repaid aggregating to Rs. 62,225.23 lacs and Debt Service Ratio is 0.92.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report.

SUBSIDIARY COMPANIES

As at March 31, 2016, your Company has following subsidiaries:

Sr. No.	Name of Subsidiary
1	Blue Star Realtors Private Limited
2	BKC Developers Private Limited
3	Excel Arcade Private Limited
4	Guruashish Construction Private Limited
5	HC Infracity Private Limited
6	Lashkaria Construction Private Limited
7	Mazda Estates Private Limited
8	Privilege Power and Infrastructure Private Limited
9	Ravijyot Finance and Leasing Private Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), read with relevant rules of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report. A statement containing salient features of financial statements of subsidiary companies in Form AOC 1 is included in the Annual Report at Page No. 94.

Pursuant to provisions of Section 136 of the Act, the separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company on all working days between 10:00 a.m. to 12:00 noon, for a period of 21 days before the date of the Annual General Meeting ("AGM"). Your Company will also make available these documents upon a written request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies is also available on the website of your Company at www.hdil.in.

DIVIDEND

In view of the current market and industry scenario, your Board has been actively pursuing paring of its debt and optimising its land banks, your Directors have not recommended payment of any Dividend for the F.Y. ended March 31, 2016.

DEBENTURES

During the F.Y., your Company has not issued any Debentures. However, out of the total NCD issued in the earlier years by the Company, during the F.Y., there has been repayment of NCD aggregating to Rs. 43,651.78 lacs.

SHARE CAPITAL

The paid-up equity share capital of the Company as at March 31, 2016, was Rs. 41,900.40 lacs. During the F.Y., there was no change in the issued, subscribed and paid up share capital of the Company.

The equity shares of your Company continue to be listed on BSE Limited and National Stock Exchange of India Limited.

RESERVES

As per requirements of the provisions of Section 71 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, your Company has transferred Rs. 5,424.09 lacs to Debenture Redemption Reserve.

FIXED DEPOSITS

EXTRACT OF ANNUAL RETURN

DIRECTORS

Due to sad demise after brief illness, Mr. Shyam Sunder Dawra ceased to be a Non-Executive Independent Director of the Company with effect from February 10, 2016. The Board of Directors ("the Board") place on record its appreciation for the significant contribution made by him during his tenure as a Director of the Company.

On submission of declaration made by Mr. Ashok Kumar Gupta under Section 149(7) of the Act and in accordance with the provisions of the Act and on the basis of recommendation of Nomination and Remuneration Committee, the Board at its Meeting held on May 28, 2016, had appointed Mr. Ashok Kumar Gupta as a Non-Executive Independent Director of the Company.

Your Company has received notice in writing pursuant to Section 160 of the Act from the Member along with deposit of Rs. 1,00,000/signifying his intention to propose the candidature of Mr. Ashok Kumar Gupta as Non-Executive Independent Director of the Company at the ensuing AGM of the Company and his appointment is hereby proposed for the approval of the Members.

The above appointment forms part of the Notice of the ensuing twentieth AGM and the Resolution is recommended for your approval. Brief Profile of Mr. Ashok Kumar Gupta as required under the Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 ("Listing Regulations"), forms part of the Notice of the ensuing twentieth AGM.

Your Company received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed by Section 149(6) of the Act.

The terms and conditions of the appointments of Independent Directors have been placed on the website of the Company www.hdil.in.

Your Company has conducted the familiarization programme for all its Directors covering the matters as specified under Regulation 25(7) of the Listing Regulations, details of which has been hosted on the Company''s website at http://www.hdil.in/pdf/policies/ familiarisation-programme-for-independent-directors.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

CORPORATE GOVERNANCE

NUMBER OF MEETINGS OF THE BOARD

During the F.Y., the Board met four (4) times viz. on May 15, 2015, August 10, 2015, November 7, 2015 and February 13, 2016.

Detailed information on the Meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report. (Refer Page No. 32).

COMMITTEES OF THE BOARD

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Relationship Committee;

- Risk Management Committee;

- Corporate Social Responsibility Committee("CSR Committee");

- Finance Committee and

- Project Committee

AUDIT COMMITTEE

The Audit Committee comprises of the following Directors:

Mrs. Sandhya Baliga - Chairperson

Mr. Ashok Kumar Gupta - Member Mr. Lalit Mohan Mehta - Member *Mr. Shyam Sunder Dawra - Member Mr. Raj Kumar Aggarwal - Member

*Due to sad demise, Mr. Shyam Sunder Dawra ceased to be the Member of the Committee w.e.f. February 10, 2016.

All the recommendations made by the Audit Committee were accepted by the Board.

STATUTORY AUDITORS

M/s. Thar & Co., Chartered Accountants (Firm Registration No. 110958W), Statutory Auditors of your Company, who retire at the ensuing AGM of the Company are eligible for appointment.

The Company has received a letter from M/s. Thar & Co., Chartered Accountants, to the effect that their appointment, if made, would be in accordance with the provisions of Section 139 of the Act and that, they are not disqualified for such appointment within the meaning of Section 141 of the Act. As required under Listing Regulations, 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.

EXPLANATION ON AUDITORS'' REPORT

As regards the observation by the Auditor in the Auditor''s Report regarding delay in payment of Statutory dues, subsequently the Company has paid TDS of Rs. 10 lacs and arrears of interest on Service Tax and VAT will be cleared upon completion of assessment of the respective years.

In respect of Income Tax demands, your Directors'' would like to state that the Company has filed appeal against the demand raised by the Assessing officer and the same is pending for disposal at various stages. Your Company is confident based on the advice of Advisors that the outcome of the appeals will be decided in favor of the Company.

There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in their Report dated May 28, 2016, on the financial statements of the Company for F.Y. 2015-16.

SECRETARIAL AUDIT REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by Secretarial Auditors, in their Report dated May 21, 2016, on the Secretarial and other related records of the Company for the F.Y. 2015-16.

COST AUDITORS

In pursuance of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board, on recommendation of Audit Committee, has appointed M/s. Ketki D. Visariya & Co., Cost Accountants (Firm Registration No. 00362), as the Cost Auditors to conduct the Cost Audit for the F.Y. 2016-17 at a remuneration of Rs. 1,00,000/- and reimbursement of out of pocket expenses plus service tax as applicable.

INTERNAL FINANCIAL CONTROL

Your Company has in place adequate internal financial controls with reference to financial statements and to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

Pursuant to Section 186 of the Act, particulars of the loans given, investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by such recipient are provided under respective notes in financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the F.Y. were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted and hence the disclosure in form AOC-2 is not required.

During F.Y., there are no material related party transactions with Promoters, Directors or Key Managerial Personnel ("KMP"). The Company has in place a policy on Materiality of and Dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. Suitable disclosures as required under AS-18 have been made in Note 30 of the Notes to the financial statements.

Pursuant to Regulation 23 of the Listing Regulations, the Company has in place a Policy on dealing with Related Party Transactions, which has been hosted on Company''s website at http://www.hdil.in/pdf/policies/policy-on-materiality-of-and-dealing-with-related-party-transactions.pdf.

Policy for determining ''Material'' Subsidiaries

As required under Regulation 16(1)(c) of the Listing Regulations, the Company has in place a Policy for Determining ''Material'' Subsidiaries, which has been hosted on Company''s website at http://www.hdil.in/pdf/policies/policy-for-determining-material-subsidiary.pdf

RISK MANAGEMENT

Pursuant to Regulation 21 of Listing Regulations, your Company has in place a Risk Management Committee which identifies, evaluates, manages and monitors the risks that can impact the Company''s ability to achieve its strategic and financial objectives and monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization.

The Board has in place a Risk Management Policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedure.

VIGIL MECHANISM

The Whistle Blower Policy, provides for adequate safeguards against victimization of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy have been put up on the Company''s Website at www.hdil.in.

NOMINATION AND REMUNERATION POLICY

The detailed policy is annexed to the Report on Corporate Governance, which forms part of this Annual Report.

EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

PARTICULARS OF EMPLOYEES

Your Company recognizes its employees as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset.

Your Company has embarked on the journey of creating a High Performance Culture and has laid the foundation towards this.

The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the same is open for inspection at the Registered Office of your Company on all working days between 10:00 a.m. to 12:00 noon up to the date of the Meeting. Copies of this statement may be obtained by the Members by writing to the Company Secretary of your Company.

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to providing and promoting a safe and healthy work environment for all its employees.

Your Company has in place a policy on ''Prevention of Sexual Harassment'' ("POSH") in line with the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under for prevention and redressal of complaints pertaining to sexual harassment at workplace, along with a structured reporting and redressal mechanism. The POSH Policy is displayed on the Company''s intra-net ''HDIL World''.

During F.Y. 2015-16, your Company has not received any complaint on sexual harassment.

INVESTORS'' RELATION AND GRIEVANCES

Investors'' relations have been cordial during the year. As a part of compliance, the Company has in place Stakeholders Relationship Committee to deal with the issues relating to investors. There were no investors'' grievances pending as on March 31, 2016. A confirmation to this effect has been received from the Company''s Registrar and Share Transfer Agent ("R&T").

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

1) ¹Mr. Rakesh Kumar Wadhawan - Chairman

2) Mr. Sarang Wadhawan - Member

3) Mr. Lalit Mohan Mehta - Member

4) *Mr. Shyam Sunder Dawra - Member

*Due to sad demise, Mr. Shyam Sunder Dawra ceased to be a Member of the Committee w.e.f. February 10, 2016, pursuant to which the Board of Directors of the Company at its Meeting held on February 13, 2016, appointed Mr. Rakesh Kumar Wadhawan as the Chairman of the CSR Committee.

Your Company has also in place a Corporate Social Responsibility ("CSR") Policy which is available on the website of the Company at www.hdil.in.

The average Net Profit of the Company for last three F.Y. is Rs. 21,883.65 Lacs and accordingly the Company requires to spend Rs. 437.67 Lacs on CSR activities.

The Company has setup a trust in the name of ''HDIL Foundation'' with the objectives of starting and maintain educational institutions, open boarding houses and hostels for students, libraries, donations for working of educational institutions and charitable purpose, to establish hospitals, research laboratories and medical centres, general welfare and upliftment of poor and needy people, digging wells and providing drinking water, to organize seminars / meetings / camps for awakening of general masses, to give relief in the stress of famine / fire / tempest / cyclone / earthquake or other natural calamity.

The Company however has been initiated certain obligations through undertaking of SRA project, where social and economically backward people have been beneficial of these projects, in the following ways:

i. transportation facilities to the school going children of slum dwellers;

ii. providing additional safety measure to enhance security of labour at construction sites and

iii. free medical camps for the labourers and their families.

Further, your Company is irregular in paying of its statutory dues and financial commitments to the Banks and Financial Institutions, hence, the Board is of the view that CSR activities needs to be undertaken only after the Company has regularized in meeting all its obligations.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, for the year ended March 31, 2016, is as under:

CONSERVATION OF ENERGY

- Zoning System and

- Passive solar Design. RESEARCH AND DEVELOPMENT

The Company has undertaken Research and Development ("R&D") activity in development of technology in the area of construction.

In today''s competitive market where it is obvious need to construct with optimum cost, reduced schedule while maintaining highest standard of quality, our Company is actively involved in R&D activities. Some of them are: