Directors Report of Marathon Nextgen Realty Ltd.

Mar 31, 2023

Directors Report

Your Directors have pleasure in submitting their 46^th Annual Report together with the Audited Financial Statements of your Company
for the year ended March 31, 2023.

1. FINANCIAL RESULTS HIGHLIGHTS:

Particulars	Consolidated (7 in Lakhs)		Standalone (7 in Lakhs)
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	71653	30609	44528	15822
Other Income	4241	3813	2725	2615
Total Revenue	75894	34422	47252	18437
Expenses	60284	30921	35051	14624
Profit before share of profit of JV & TAX	15610	3501	12201	3813
Share of Profit/(Loss) of JV	1088	1531	1537	(721)
Profit including share of JV	16698	5032	13738	3092
TAX Exps	4329	1143	3229	927
Profit After TAX	12369	3889	10509	2165
Other Comprehensive Income	(19)	(20)	(10)	(10)
Total income for the Year	12350	3869	10499	2155
Earnings per share
Basic (in 7)	26.12	8.37	22.74	4.71
Diluted-(in 7)	25.21	8.36	21.90	4.70

2. PERFORMANCE:

Consolidated Financials:

During the year under review the Net revenue grew by 134%
year-on-year to ? 717 Crores, compared to ? 306 Crores in FY ‘22.
EBITDA grew by 129% year-on-year to ? 293 Crores, compared
to ? 128 Crores in FY ‘22. Profit before tax, PBT, grew by 346%
year-on-year to ? 156 Crores, compared to ? 35 Crores in FY ‘22.
Profit after tax, PAT, grew by 218% year-on-year to ? 124 Crores,
compared to ? 39 Crores in FY: 2022.

Standalone Financials:

During the year under review the Net revenue grew by 181%
year-on-year to ? 445 Crores, compared to ? 158 Crores in FY ‘22.
EBITDA grew by 182% year-on-year to ? 237 Crores, compared
to ? 84 Crores in FY ‘22. Profit before tax, PBT, grew by 341%
year-on-year to ? 137 Crores, compared to ? 31 Crores in FY ‘22.
Profit after tax, PAT, grew by 385% year-on-year to ? 105 Crores,
compared to ? 22 Crores in FY:2022.

3. BUSINESS & PROJECTS:

Subsidiaries:

Terrapolis Assets Private Limited (TAPL), Wholly Owned
Subsidiary of the Company is developing a Project comprises
of rehab building for slum dwellers and free sale Commercial
building named “Marathon Millennium”, having an area of
around 3 Lakhs sq. ft. being constructed on the said Project Land.
The building is being constructed into two phases consisting of
Slum rehabilitation building (SR) and Commercial building.

As on March 31, 2023 around 25,566 sq. ft area has been sold
with a value of ? 31 Crores.

The project is generating an excellent business potential.

Sanvo Resorts Pvt Ltd (SRPL) The Company along with its
wholly owned subsidiary Marathon Nextgen Township Pvt Ltd
owns 91% of the equity of SRPL.

SRPL is constructing a township in Panvel an outskirt of Mumbai
under the aegis of the Mumbai Metropolitan Authority, Nilneteen
residential towers and a commercial building are in various
stages of Construction. The total saleable area of the project
is around 41 Lakhs sq.ft of mixed development. The project
is registered under MAHA RERA. The entire project is to be
developed in phases and the revenue will be recognized based
on percentage of completion method

The project is ver y well received and is highly sought after.

Joint Venture:

The Company has a 40% stake in the JV that is executing the
prestigious Monte South Project in Byculla, South Mumbai, It
has been well received and Occupation Certificate has been
received for the first Phase.

The financials of the subsidiaries and the join venture are
contained in the consolidated accouts that form part of this
annual report.

Your Company continues to do the Re-development and
Rehabilitation of slums segment in and around Bhandup area
of Mumbai and the revenue under these segments is yet to
be recognized.

The Company’s prestigious Commercial Project “Futurex” in
Lower Parel is well sought after.

4. DIVIDEND:

The Company has recommended a Dividend of ? 1. per share subject to the approval of the shareholders at the ensuing 46^th AGM of
the Company to be held on Wednesday, September 27, 2023 at 12:00 noon.

The Record date for the purpose of the Dividend will be September 14, 2023 and will be paid on or before October 02, 2023.

5. TRANSFER TO RESERVE:

The Company do not propose to transfer any amount to reserve on declaration of dividend.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE TO AND THE DATE OF REPORT:

Allotment of ESOPs:

As on March 31, 2023, the unvested No. of Options available post the grant of Two tranches during the FY 2021-22 are 18,40,599
options remained outstanding.

Sr. No.	Dates of Allotment/Listing	No. of Shares Allotted (FV of ? 5/)	Exercise Price (?)	Paid up Capital (?) @ ? 5/-each	Cum no. of shares of FV of ? 5/each	Cum. Paid up Capital (?)
1	25/5/22	1,95,515	20/-	9,77,575	4,60,00,000	23,00,00,000
					1,95,515	9,77,575
					4,61,95,515	23,09,77,575
2	22/10/22	53,672	20/-	2,68,360	4,62,49,187	23,12,45,935
3	30/12/22	74,901	20/-	3,74,505	4,63,24,088	23,16,20,440
4	2/5/23	47209	20/-	2,36,045	4,63,71,297	23,18,56,485
	Total	3,71,297	20/-	18,56,485
	Unexercised	88,104

7. CORPORATE GOVERNANCE:

A separate section on disclosures specified in Companies
Act 2013 along with other requirements, as amended and as
specified in Regulations 17 to 27 and 46(2)(b) to (i) of SEBI (LODR)
Regulations 2015 forms part of this Annual Report.

8. DEPOSITS:

The Company has neither accepted nay deposits nor any
amounts outstanding at the beginning of the year which were
classified as Deposits in terms of section 73 of the Companies
Act 2013 and the rules thereon and hence furnishing of details of
deposits are not applicable to the Company.

9. DIRECTORS AND CHANGES IN INDEPENDENT
DIRECTORSHIP AND KMPS:

There was no change in the composition of Board of Directors
and the Key Managerial Personnel during the year under review.

In accordance with the applicable provisions of the Companies
Act, 2013, Mr. Mayur R Shah who retires by rotation and being
eligible offers himself for the re-appointment.

Statement of declaration given by the Independent
Directors under section 49(6) of the Companies Act 2013:

All the Four Independent Directors of the Company have
complied with Section 149(6) of the Companies Act 2013, by
submitting the Annual declaration for the financial year 2022-23.

10. BOARD EVALUATION:

The performance evaluation of all the Directors was undertaken
as per the prescribed standards.

The Independent Directors of the Company at their meeting
held on March 14, 2023 have carried out such evaluation of
all the directors for the year under review and submitted their
report to the Chairman of the Company.

The Board has also undertaken the “Performance Evaluation”
of all of its Independent Directors pursuant to the Clause VIII of
Schedule IV of the Companies Act 2013 (Code for Independent
Directors) at their Meeting held on March 14, 2023.

11. NO. OF MEETINGS OF THE BOARD OF
DIRECTORS:

The Management in line with the need and requirements
convene the board of directors meeting. During the FY-2023
five Board meetings were held on the following dates during the
year under review.

April 15, 2022, May 27, 2022, August 12, 2022, November 12,
2022, and February 14, 2023.

12. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Company’s vigil mechanism allows the Directors and the
employees to report their concerns about unethical behaviour,
actual or suspected fraud, or violation of the code of conduct/
business ethics as well as to report any instance of leak of
unpublished precise sensitive information. The duly incorporated
the Vigil Mechanism/Whistle Blower in the Code of Conduct
for Directors and Senior Management. Each year necessary
affirmation of compliance is made and the same is informed to
the Audit Committee/Board.

The said “Vigil mechanism” is hosted on the website of the
Company under the head of “whistle blower mechanism”. The
mechanism has necessary provisions relating to reporting
the compliant of unethical/improper conduct to the Chair of
“Audit Committee” and action suitable steps to investigate,
safeguarding measures of the “whistle blower”/s.

During the Year under review that NO complaints or alert
received from any of the stake holders that are reportable to the
Chair of the Audit Committee.

13. AUDIT COMMITTEE:

During the Year ended March 31, 2023, Four Audit Committee
Meetings were held.

1. 27/05/2022 2. 12/08/2022 3. 12/11/2022 4. 14/02/2023

The Audit Committee of the Board of Directors of the Company
during the year ended March 31, 2023 reviewed:

i. The Company’s financial reporting process.

ii. Disclosure of financial information.

iii. The periodical and annual financial statements.

iv. Related party transactions.

v. Risk assessment.

vi. Adequacy of internal control vii. Performance of Auditors.

vii. Vigil mechanism process.

14. NOMINATION, REMUNERATION AND
COMPENSATION COMMITTEE:

During the Year ended March 31, 2023 as there has been no
matter required to be dealt with by the Nomination, Remuneration
and Compensation Committee no meeting was held.

The terms of reference and role of the Committee Brief
description of terms of reference: Role of committee shall, inter-
alia, include the following:

1. formulation of the criteria for determining qualifications,
positive attributes and independence of a director and
recommend to the Board of Directors a policy relating to,
the remuneration of the directors, key managerial personnel
and other employees;

2. formulation of criteria for evaluation of performance of
independent directors and the Board of Directors;

3. devising a policy on diversity of Board of Directors;

4. identifying persons who are qualified to become directors
and who may be appointed in senior management in

accordance with the criteria laid down, and recommend to
the board of directors their appointment and removal;

5. whether to extend or continue the term of appointment
of the independent director, on the basis of the report of
performance evaluation of Independent Directors.

15. RISK MANAGEMENT POLICY:

The Board at its Meeting undertakes periodic reviews of
the potential risks and its mitigation measures in line with
its corporate strategy, major plans of action in line with
setting performance objectives, monitoring implementation
and corporate performance, and overseeing major capital
expenditures, acquisitions and divestments.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENT:

During the year under review, your Company in line with its
business strategy has privately placed 4500 Listed, secured,
rated NCDs of Face value of ? 10 Lakhs each for a value of ? 450
Crores in line with the Securities and Exchange Board of India
(Issue and Listing of Non-Convertible Securities) Regulations,
2021. Loans given/guarantee given, kindly refer Note no. 40 of
the Standalone Financial.

During the period, the Board approved to issue ? 130 Crores
Secured, Unlisted Non-Convertible Debentures, out of it during
the financial year 825 NCD has been issued face value of
? 10 Lakhs (aggregating to ? 82.50 Crores) by private placement.

17. RELATED PARTY TRANSACTIONS:

During the financial year, all the contracts or arrangements with
Related Party are at arm’s length basis and in ordinary course
of business. During the year under review, the Company has
not entered into any new transactions or arrangement with
related party/ies.

18. MANAGERIAL REMUNERATION:

Disclosures of remuneration of Directors and employees as
required under section 197 of the Companies Act 2013 and
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 has been provided in
Annexure II attached forming part of this Report.

Except the Chairman & Managing Director none of the employees
are covered under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014. The other
details of disclosures pertaining to the Managerial personnel is
dealt in the annexure which forms part of this Directors Report.

19. DISCLOSURE RELATING TO EMPLOYEE
STOCK OPTION PLAN:

The Company grants Share based benefits to its eligible
employees under “EMPLOYEE STOCK OPTION PLAN” 2020

(“ESOP-2020”), framed with an object of encouraging higher
participation on the part of employees in the Company ’s
financial growth and success. An effective stock option scheme
enables retention of talent and aligning employee interest to
that of the Shareholders.

“EMPLOYEE STOCK OPTION PLAN” 2020 (“ESOP-2020”) was approved by the shareholders at their meeting held on September
30, 2020 and total number of 23, 00,000 Options were approved. The Nomination, Remuneration and Compensation Committee at
their meeting held on following dates:

As on March 31, 2023, the unvested No. of Options available
post the grant of Two tranches are 18, 40,599 options
remained outstanding.

All Options vests in a graded manner and are required to
be exercised within a specific period in accordance with
“EMPLOYEE STOCK OPTION PLAN” 2020 (“ESOP-2020”) and
Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014, as amended from time to time.

The details and disclosures with respect to the said ESOP as
required under Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014 and cir culars
issued thereunder, have been uploaded on the Company ’s
website: https://www.marathonnextgen.com/.

Further, disclosure as per the ‘Guidance Note on Accounting
for Employee Share-based Payments’ issued by the Institute of
Chartered Accountants of India, as appearing in the Notes to the
Standalone Financial Statements of Marathon Nextgen Realty
Limited, and forms part of this Annual Report.

20. STATUTORY AUDITORS AND AUDITORS
REPORT:

Under section 139(2) of the Companies Act 2013 and the Rules
made thereunder the Statutory Auditors M/s. Rajendra & Co,
Chartered Accountants (ICAI Firm’s Registration No: 108355W)
were re-appointed as Statutory Auditor of the Company at the
45^th AGM held on September 29, 2022 to hold office from the
conclusion of the said AGM till the conclusion of the 50^th AGM.

21. SCHEME OF MERGER-MARATHON NEXTGEN
TOWNSHIPS PRIVATE LIMITED:

The Hon’ble National Company Law Tribunal vide its order dated
July 14, 2023 has sanctioned the scheme of merger between the
Company and its wholly owned subsidiary, Marathon Nextgen
Township Private Limited (MNTPL), considering April 01, 2020 as
being the appointed date. In the scheme filed, the appointed
date was April 01, 2019. The Company is therefore in the process
of filing an appeal before the Hon’ble National Company Law
Appellate Tribunal seeking to rectify the order.

22. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)/COMMITMENT
TOWARDS SUSTAINABILITY WHILE UNDERTAKING
PROJECTS:

The MCA in November 2018 constituted a committee on
Business Responsibility Reporting and to finalize the formats
of such reporting for listed and unlisted companies, based
on the frame work of the National Guidelines on Responsible
Business Conduct (NGRBC). Through its report, the Committee
recommended that the BRR be rechristened as BRSR, where

disclosures are based on ESG parameters, compelling
organizations to holistically engage with the stakeholders and go
beyond regulatory compliances in terms of business measures
and its reporting.

SEBI vide its circular dated May 10, 2021 made BRSR mandatory
for the top 1000 listed Companies (by market capitalization) from
FY 2023.

The said report of the BRSR for the year under review is
annexed separately.

23. SECRETARIAL AUDIT REPORT:

As required under provisions of Section 204 of the Companies
Act, 2013 and pursuant to Regulation 24A of Listing Regulations,
the reports in respect of the Secretarial Audit for FY 2022-23
carried out by M/s. Nitin R, Joshi, Company Secretaries, in Form
MR-3 forms part to this report.

Also, the Secretarial Audit Reports for FY 2022-23 in Form MR-3
in respect of Sanvo Resorts Private Limited, the material unlisted
subsidiary of your Company, forms part of this report.

The said report does not contain any adverse observation or
qualification or modified opinion.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Marathon Group has been an early adopter of the CSR initiatives.
The Company works primarily through the Group combined CSR
activities towards rehabilitation, social upliftment, promotion of
education, promoting health care including preventive in and
around its project sites. For the FY 2022-23, the amount to be
spent on the CSR related activities amounting to ? 68.58 Lakhs
was contributed to a recognized Trust. The link details of the
CSR Policy, CSR Committee and Projects approved by the Board
of Directors are available at Website of the Company:
https://www.marathonnextgen.com/

25. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

As defined under the Companies Act 2013 the Company has two
subsidiaries and two Joint Ventures as at March 31, 2023.

Material Subsidiaries:

The Company has one unlisted material subsidiary viz., Sanvo
Resorts Pvt Ltd.

Consolidated Financial Statements:

According to section 129(3) of the Companies Act, the
consolidated financial statements of the subsidiaries, joint
ventures and associates are prepared in accordance with the
relevant Accounting standards specified under the Act and the
Rules thereunder form part of this Annual Report.

A statement containing the salient features of the financial
statements of the subsidiaries, joint ventures and associates in
Form AOC-1 is given in this Annual Report.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

None

27. ADEQUACY OF INTERNAL CONTROLS:

The Company has in place adequate internal control systems
commensurate with the operations/business of the Company, its
size and complexity. Internal control system comprising of policy
and procedures are designed to ensure reliability of financial
reporting, applicability of laws and regulations and all asses
and resources are acquired economically, used efficiently and
projected adequately.

28. DIRECTORS RESPONSIBILIT Y STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the
Companies Act, 2013 with respect to Directors responsibilities it
is hereby confirmed that:

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

(ii) proper accounting policies were followed and applied
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial
year and of the profit or loss of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of this Companies Act 2013 for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

(iv) the annual accounts were prepared on a going concern basis;

(v) necessary internal financial controls were laid down for
ensuring the orderly and efficient conduct of its business,
including the adherence to Company’s policies, the safe
guarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable
financial information;

(vi) proper systems were devised to ensure compliance with
the provisions of all applicable laws and that such system
were adequate and operating effectively.

29. PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows:

A) Conversation of Energy:

(i) the steps taken or impact on conservation of energy
Company’s operation does not consume significant amount
of energy.

(ii) the steps taken by the Company for utilizing alternate
sources of energy. Not applicable, in view of comments in
clause (i);

(iii) the capital investment on energy conservation equipment ’s
Not applicable, in view of comments in clause (i).

B) Technology absorption:

(i) the effort made towards technology absorption - Nil

(ii) the benefits derived like product improvement cost
reduction product development or import substitution - Nil

(iii) in case of imported technology (important during the last
three years reckoned from the beginning of the financial
year) - Nil

(a) the details of technology imported - Nil

(b) the year of import - Nil

(c) whether the technology been fully absorbed - Nil

(d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof - Nil

(iv) the expenditure incurred on Research and Development Nil

C) Foreign exchange earnings and outgo

The total foreign exchange used was ? Nil and the total foreign
exchange earned was ? Nil.

Environment Social and Governance (ESG) Reporting:

ESG reporting refers to the disclosure of data covering the
Company’s operations in three areas: environmental, social and
corporate governance. It provides a snapshot of the business’s
impact in these three areas for investors.

The analysis of performance across these ESG factors
summarizes quantitative and qualitative disclosures and helps
screen investments. ESG reporting helps investors avoid
companies that might pose a greater financial risk due to their
environmental performance or other social or governmental
practices. Presently it is applicable for the top 1000 listed entities
and is provided separately in this Annual Report.

30. ANNUAL RETURN:

Pursuant to the provisions of 134(3) of the Companies Act
2013, the Annual Return(draft) for the financial year ended on
March 31, 2023 is available on the website of the Company
at https://www.marathonnextgen.com/

31. COST AUDIT:

The cost audit as prescribed under the provisions of Section
148(1) of the Companies Act 2013 is applicable for the business
activities carried out by the Company for the year under review.

However, the Cost Audit for the Company is covered under
class (b) of the said rule 3 for the FY: 2023-24 and the Company
has approved the engagement of Mr. Manish Shukla & Associates,
Cost Accountants, as the Cost Auditor of the Company.

32.OTHERS:

- Listing:

The Equity Shares of the Company are listed with the BSE Limited
& NSE Limited. The Company has paid the Annual Listing Fees
for both the Exchanges for the year 2022-23.

- Dematerialization Of Shares:

The members are aware that the Company’s equity shares
are under compulsory trading in dematerialized form for all
categories of investors. The shareholders, who are holding
the shares of the Company in physical mode, are requested to
Demat their holding at the earliest, so as to reap the corporate
benefits like Transfer, Dividends, Bonus etc. without loss of time.
SEBI has already mandated that wef April 2019 sale/transfer of
securities in physical mode is NOT PERMITTED.

- Unclaimed And Unpaid Dividends And Tranfer Of Shares
To Iepf:

Kindly refer to section to Corporate Governance, under head
Unclaimed and Unpaid dividends and transfer of shares to IEPF
for the amount unpaid and unclaimed dividends lying at the
respective Unpaid Dividend A/c.

Shareholders who have-not claimed their Dividend entitlements
are requested to contact the Company or its RTA.

Pursuant to Section 124 of the Companies Act 2013 read with
the Investor Education Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules 2016 all dividends remaining
unpaid or unclaimed for a period of 7 years and also the shares
in respect of which dividend has not been claimed by the
shareholders for 7 consecutive years or more are required to
be transferred to Investor Education Protection Fund (IEPF) in
accordance with the said Rules.

During financial year 2022-23 the Company has transferred
to the Investor Education and Protection Fund an amount of
? 7,25,526 (Rupees Seven Lakhs Twenty Five Thousand Five
Hundred Twenty Six Only). However, there was a delay in transfer
to IEPF due to technical issues on MCA/IEPF Portal.

The details of the unclaimed dividends along with the names and
addresses of the shareholders were published on the website
of the Company. Individual communication to each of the
shareholders, who had not claimed the dividend continuously
for the previous seven years was sent to their registered
addresses. The said details were also uploaded on the website
of the Ministry of Corporate Affairs and provided in the section
of Corporate Governance.

- Secretarial Audit Report For The Year Ended
March 31, 2023

As required under provisions of Section 204 of the Companies
Act, 2013 and pursuant to Regulation 24A of Listing Regulations,
the reports in respect of the Secretarial Audit for FY 2022-23
carried out by M/s. Nitin R, Joshi, Company Secretaries, in Form
MR-3 forms part to this report.

Also, the Secretarial Audit Report for FY 2022-23 in Form MR-3
in respect of Sanvo Resorts Private Limited, the material unlisted
subsidiary of your Company, forms part of this report.

The said reports do not contain any adverse observation or
qualification or modified opinion.

- Compliance with the Secretarial standards:

The Company is in compliance with the mandatory
Secretarial Standards.

- Service of Documents:

All documents, including the Notice and Annual Report shall be
sent through electronic transmission in respect of the members
whose email IDs are registered in their Demat a/c or otherwise
provided by them.

A Member shall be entitled to request for physical copy of any
such document.

- Debenture Trustees:

Vistra ITCL India Ltd is the Debenture Trustee for the non
convertible debentures issued by the Company. Contact details
of the Debenture Trustees are as under:

Vistra ITCL India Ltd,

C-22, Bandra Kurla Complex, Bandra (E), Mumbai-400051,

Tel: [phone].

Contact Person: The Compliance Officer. Email: [email protected]
Website: www.vistraitcl.com

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

1. The details relating to deposits, covered under Chapter V of
the Act, since neither the Company has accepted deposits
during the year under review nor there were any deposits
outstanding during the year.

2. Details relating to issue of sweat equity shares and shares
with differential rights as to dividend, voting or otherwise,
since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received
any remuneration or commission from any of its subsidiaries.

4. During the financial year under review, there was no instance
of one-time settlement of loans/financial assistance taken
from Banks or Financial Institutions, hence the Company
was not required to carry out valuation of its assets for the
said purpose.

- Disclosure Under The Sexual Harassement Of Women
At Work Place (Prevention, Prohibition And Redressal)
Act, 2013:

The Company has in place a Policy in line with the requirements of
“The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013”. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.

No Complaints were received, during the year under review.

- Scheme of Merger- Marathon Nextgen Townships
Private Limited:

The Hon’ble National Company Law Tribunal vide its order dated
July 14, 2023 has sanctioned the scheme of merger between the
Company and its wholly owned subsidiary, Marathon Nextgen
Township Private Limited (MNTPL), considering April 01, 2020 as
being the appointed date. In the scheme filed, the appointed
date was April 01, 2019. The Company is therefore in the process
of filing an appeal before the Hon’ble National Company Law
Appellate Tribunal seeking to rectify the order.

33. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank all the employees at all levels, customers, suppliers, bankers, business partners/
associates, financial Institutions and various other regulatory authorities for their consistent support/encouragement to the Company.

Your directors also thank the shareholders for reposing confidence and faith in the Management of the Company.

For and on behalf of the Board

Place: Mumbai Chetan R. Shah

Date: August 11, 2023 Chairman & Managing Director

DIN 00135296

---

Mar 31, 2018

To

The Directors have pleasure in submitting their 41st Annual Report together with the audited Financial Statements of your Company for the year ended March 31, 2018.

WORKING RESULTS: (Rs. in Lakhs)

Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Profit / (Loss) before Depreciation, interest and Taxation	4385	11226
Less: Depreciation	76	15
Less: Interest	455	30
Profit before Taxation	3854	11182
Less/ (Add) Tax Expenses	761	2386
Net Profit for the Year	3091	8796
Add: Other Comprehensive	9	6
	3100	8802

DIVIDEND:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Rs.2. per equity share of Rs.5 each for the FY2017-18

BUY BACK OF SHARES:

During the year under review the Board of Directors at its Meeting held on March 17,2017 have approved buyback of 54,37,345 fully paid equity shares of Rs.10/- each from the shareholders at a price of Rs.275/- per share for total consideration of Rs.149,52,69,875.The approval of Shareholders were obtained through Postal Ballot on April 27,2017 and the said buy back was completed on July 04 , 2017 successfully.

SUB DIVISION OF SHARES:

Based on the approval of the shareholders, through postal ballot , the face value of the equity shares of the Company was split from Rs. 10/- each into Rs. 5 /- each effective from April 6,2018 with an intent to improve the liquidity of the Company’s shares in the stock market and also to encourage the participation of small retail investors in the equity shares of the Company.

Effective from 06/04/2018 the face value of the Listed equity shares of the Company is Rs. 5/- per share.

FUTURE PROSPECTS:

Your Company has entered into the Re-development and Rehabilitation of Slums segment in and around Bhandup area of Mumbai.

The construction activities of the SPV (a LLP) wherein your Company holds 40% equity stake has launched its Project at Byculla, Mumbai project known as “MONTE SOUTH”and it is progressing well. DIRECTORS:

In accordance with the applicable provisions of the Companies Act, 2013, Ms. Shailaja C. Shah, Director retires by rotation and being eligible offers herself for reappointment.

The reappointment of Mr. Chetan R. Shah (DIN: 00135296) as Managing Director for a period of 5 years from July 1,2018 to June 30,2023 is recommended by the Board of Directors.

AUDITORS

M/s. Rajendra & Co., Chartered Accountants, who had been appointed as Statutory Auditor for a term of 5 years with effect from F.Y. 201617., Vide MCA notification dated May 7,2018 the requirement of yearly ratification by the shareholders at every general Meeting as per Sec 139 of the Companies Act 2013 is dispensed with.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 .The other details of disclosures pertaining to the Managerial personnel is dealt in the annexure which forms part of this Directors Report .

CONSERATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company undertakes necessary Energy conservation and technology absorption methods while executing the projects by implementing advanced building system and usage of energy efficient materials during the construction of Projects.

There were no foreign exchange earnings and outgo during the current period.

LISTING :

The Equity Shares of the Company are listed with the BSE Limited& NSE Limited . The Company has paid the Annual Listing Fees for both the Exchanges for the year 2018-19.

DEMATERIALIZATION OF SHARES:

The members are aware that the Company’s equity shares are under compulsory trading in dematerialized form for all categories of investors. REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:

A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Directors Report.

FIXED DEPOSITS:

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

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL ) ACT, 2013:

The Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review No Complaints were received. CORPORATE GOVERNANCE:

A separate section on disclosures specified in Companies Act 2013 along with other requirements as specified in Regulations 17 to 27 and 46(2)(b) to(i) of SEBI (LODR) Regulations 2015 forms part of this Annual Report.

ACKNOWLEDGEMENTS:

The Board of Directors take this opportunity to place on record their sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers / associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company’s growth.

For and on behalf of the Board

Place: Mumbai Chetan R. Shah

Date: May 22 ,2018 Chairman & Managing Director.

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Mar 31, 2017

The Directors have pleasure in submitting their Fortieth Annual Report together with the audited Financial Statements of your Company for the year ended March 31,2017.

Working Results: (Rs. in lacs)

Particulars	Year ended March 31,2017 Rs.	Year ended March 31, 2016 Rs.
Profit / (Loss) before Depreciation, interest and Taxation	11226	11104
Less: Depreciation	15	29
Less: Interest	30	1
Profit before Taxation	11182	11074
Less/ (Add) Tax Expenses	2386	2378
Profit / (Loss) after tax after adjustment	8796	8696
Add: Other Comprehensive Income (OCI) (Net)	6	1
	8802	8697
Less: Dividend on equity shares @ Re. 1 per equity share	284	284
Tax on Dividend	58	232
Other Adjustment as per Ind - AS	-	-
Transfer to Other Equity	8460	6190
Earnings per share basic and diluted-(in Rs.)	30.93	30.59

DIVIDEND:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Re.1/- per equity share for the FY 2016-17.

BUY BACK OF SHARES:

During the year under review the Board of Directors at its Meeting held on March 17,2017 have approved a buyback of 54,37,345 fully paid equity shares of Rs.10/- each from the shareholders at a price of Rs.275/per share for a total consideration of Rs.149,52,69,875. The approval of Shareholders were obtained through Postal Ballot on April 27,2017.

FUTURE PROSPECTS:

Your Company has entered into the Re-development and Rehabilitation of Slums in and around Bhandup area of Mumbai.

The SPV (a LLP) wherein your Company holds 40% equity stake has launched its Project at Byculla, Mumbai.

DIRECTORS:

In accordance with the applicable provisions of the Companies Act, 2013, Mr. Mayur R Shah, Director retires by rotation and being eligible offers himself for reappointment.

Mr. Deepak R. Shah (DIN: 06954206 )was appointed as an Additional Director at the Board Meeting held on February 9,2017. The Company has received a Notice signifying his candidature for appointment under Section 160 (1) of the Companies Act, 2013.

Brief resume of Mr. Deepak R Shah, nature of his experience in specific functional area and names of the companies in which he holds directorship, is mentioned and forms part of this Annual Report.

The reappointment of Mr. S. Ramamurthi (DIN:00135602) as Whole Time Director & CFO for a period of 3 years from May 1,2017 is recommended by the Board of Directors.

CHANGES IN DIRECTORS:

Mr. V. Nagarajan, an Independent Director of the Company has resigned from the Board effective from May 29,2017 citing pre occupation. He was appointed as a Director on the Board on January 28,2005. At the 37th AGM of the Company, his appointment as an Independent Director was formalized by the shareholders under Section 149 of the Companies Act 2013.

Since January 2005,he has been Chairing the Audit Committee and Investors Grievance Committee of the Board. Mr. V. Nagarajan has been a Member of the Nomination & Remuneration Committee also. The Company has benefited immensely from his vast experience and positive approach.

The Board while appreciating the efforts put in by Mr. V. Nagarajan during the trying times placed on record his valuable contribution towards achieving excellence in all the spheres of Corporate activities and various Governance initiatives of the Company.

AUDITORS:

Since, the tenure of M/s. Haribhakti & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company is upto the conclusion of this 40th Annual General Meeting ,the Board of Directors at their Meeting held on May 29, 2017 have shortlisted M/s Rajendra & Co., Chartered Accountants as the Statutory Auditors of the Company effective from the beginning of the FY17-18,i.e from April 1, 2017. A certificate from them has been received to the effect that their appointment as Statutory Auditors, if made, is within the limits prescribed under section 139 of the Companies Act, 2013.

SCHEME OF AMALGAMATION:

The scheme of amalgamation of Parmeka Pvt Ltd(PPL)-a 100% subsidiary of the Company .with itself was approved on October 6,2016 by the Hon’able High Court of Judicature .Bombay.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 .The other details of disclosures pertaining to the Managerial personnel are dealt in the annexure which forms part of this Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company undertakes necessary Energy conservation and technology absorption methods while executing the projects by implementing advanced building system and usage of energy efficient materials during the construction of Projects.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed on the BSE Limited and NSE Limited . The Company has paid the Annual Listing Fees for both the Exchanges for theyear2017-18.

DEMATERIALIZATION OF SHARES:

The members are aware that the Company’s equity shares are under compulsory trading in dematerialized form for all categories of investors.

REPORT U/S134 (3) OF THE COMPANIES ACT 2103:

A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Directors Report.

FIXED DEPOSITS:

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

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review No Complaints were received.

CORPORATE GOVERNANCE:

A separate section on disclosures specified in Companies Act 2013 along with other requirements as specified in Regulations 17 to 27 and 46(2)(b) to(i)of SEBI (LODR) Regulations 2015 forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (C) of the Companies Act, 2013 with respect to Directors responsibilities it is hereby confirmed that:

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors has laid down internal financial controls for ensuring the orderly and efficient conduct of its business, including the adherence to Company’s policies, the safe guarding of its assets ,the prevention and detection of frauds and errors ,the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

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

Statement of declaration given by the Independent Directors under section 149(6) of the Companies Act 2013:

All the Independent Directors of the Company have complied with section 149(6) of the Companies Act 2013, by submitting the Annual declaration for the financial year 2016-17.

Matters relating to determination of payment of Commission to Mr.Chetan R Shah, Chairman & Managing Director -KMP of the Company for the year 2016-17:

The Nomination & Remuneration Committee of the Board met on May 23,2017 to decide the Commission payable to the CMD for the year 2016-17.

Explanations or comments by the Board on every qualification, reservation or adverse remarks or disclaimer, if any, made by the Auditor in his report.

No qualification, reservation or adverse remarks or disclaimer is made by the Secretarial Auditors in his report.

Particulars of loans, guarantees or investments under section 186:

There are no loans, guarantees or investments made during the year under review.

Particulars of contracts or arrangements (COA) with related parties referred to in subsection (1) of section 188:

There is no COA with related parties as referred above during the year under review.

The state of Company’s affairs:

The Company’s Operating Profit before Tax expenses: Rs. 11,182 lacs Segment wise Operating Profit before Tax expenses: Rs. 11,182 lacs The Company’s Other Income before Tax expenses: Rs. 5,542 lacs The Profit before Tax, depreciation & amortization (EBITDA): Rs. 11,227 lacs The Profit after Tax, depreciation & a mortization (EBITDA): Rs. 8,796 lacs The Net profit for the Year ended: Rs. 8,802 lacs

The Company’s basic and diluted Earnings Per Share (EPS) for year ended on March 31,2017: Rs. 30.93

Dividend details:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Re.1./-per equity share (10%) for the year 2016-17.

Scheme of Amalgamation:

The Hon’able High Court of Judicature, Bombay had issued Orders confirming the amalgamation of Parmeka Pvt Ltd, wholly owned Subsidiary of the Company with itself on October 6,2016. Necessary filing with MCA was completed on October 21,2016.

Buyback of Shares:

During the year under review the Board of Directors at its Meeting held on March 17,2017 have approved a buyback of 54,37,345 number of fully paid equity shares of Rs. 10/- each, under tender offer method from the shareholders at a price of Rs. 275/- per share for a total consideration of Rs. 149,52,69,875/-

Material changes and commitments affecting the financial position of the Company:

No material changes occurred and no commitments affecting the financial position of the company had happened between the end of the financial year 2016-17 and the date of this report .except the above referred “Buyback of shares”

Conservation of Energy etc.

The Company undertakes necessary Energy conservation and technology absorption methods while executing the projects by implementing advanced building system and usage of energy efficient materials during the construction of Projects.

Visualization of Potential Risk:

During the year under review, the Company has ventured into the SRA segment in the realty vertical by undertaking the development of Projects at Bhandup(W), Mumbai.

The process of identification of Risks elements in developing the said projects are initiated and are in place .The risk containment measures will be addressed along with the project mile stones identified thereon. No potential threat is envisaged..

CSR Policy initiatives & Spending:

The Company has a CSR policy. For the FY 2016-17 ,the amount to be spent on the CSR related activities amounting to Rs.1.40 crore was contributed to a recognized Trust.

Evaluation Mechanism of Directors:

The performance evaluation of all the Directors was undertaken as per the prescribed standards. The Independent Directors of the Company at their meeting held on February 9,2017 have carried out such evaluation of all the directors for the year under review and submitted their report to the Chairman & the Managing Director of the Company.

The Board has also undertaken the Performance evaluation of all of its Independent Directors pursuant to the Clause VIII of Schedule IV of the Companies Act 2013( Code for Independent Directors).

Directors Familiarization Initiatives:

The Company has undertaken a Familiarization programme for Directors on February 28,2017.The Directors have met at the Corporate Office of the Company and a detailed presentation was made by the CMD about the ongoing projects (SRA).The procedures and the process of the execution of the projects were explained to them .Later, the Directors were accompanied to the Project sites at Bhand up to get familiarize themselves on the actual activities.

The feed back received from them were noted by the Management.

Appointment and Remuneration of Managerial Personnel 2014 Rules:

a. Details as per Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel 2014 Rules:

(i) The ratio of the remuneration of CMD to the median remuneration of the employees of the Company for the FY:2016-17:1:11.38

(ii) The % age increase of remuneration:7.00%

a. CMD - 20% age of increase ,in the FY 2016-17

b. CS -12.98% age increase ,in the FY 2016-17

(iii) 19.94% age increase in the median remuneration of the employees.

(iv) The no. of permanent employees of the company are: 18

(v) The explanation of the relationship between average increase in remuneration and the company’s performance:

The increase in the net profit of the company for the FY:16-17.Rs.8802 lacs lacs (Previous F.Y. Rs. 8697 lacs) The % age increase is 1.20 %.

(vi) Comparison of remuneration of the KMP against the performance of the Company.

KMP	%age of Increase in Remuneration	Remarks
1.CMD	20% increase compared to last year-lncrease in the performance of the Company - Net profits -1.2%	Nominal increase as per prevailing standards in the sector.
2.CS	12.98% increase compared to last year- Increase in the performance of the Company - Net profits -1.2%	Nominal increase as per prevailing standards in the sector.

(vii) Variation of market cap, P/E at the closing of FY etc.,

Details	FY 2016-17	FY 2015-16	FY 2014-15	FY 2013-14	Variation
Market Cap (Rs.in crore)	746	398	281	234	87%(lncrease)
Closing Price (Rs)	BSE-262.40 NSE-262.50	140	148	123.50	122.5% (Increase)
EPS (Rs)	30.93	26.51	20.26	19.25	4.42% (Increase)
P/E (Rs)	8.49	5.28	7.31	6.42

Total no. of equity shares listed with BSE & NSE: 2,84,37,345 of Rs. 10/- each.

(x) The key parameters for any variable component of remuneration availed by the directors: Not Applicable

(xi) The ratio of remuneration of the highest paid director to that of employees who are not directors but receive remuneration in excess of the highest paid director during the year: None of the employee in this category.

Affirmation that the remuneration is as per the remuneration policy of the company:

The Managerial Remuneration paid during the FY 2016-17 is as per the Remuneration policy of the Company.

b. Details as per Rule 5 (2)of the Companies (Appointment and Remuneration of Managerial Personnel) 2014) Rules:

Except the Chairman & Managing Director(CMD)none of the employees are covered under Rule 5(2 Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

ACKNOWLEDGEMENTS:

As the tenure of 10 years of the Company’s present Statutory Auditors ,M/s. Haribhakti & Co LLP Chartered Accountants is expiring at the conclusion of the ensuing Annual General Meeting ,the Board of Directors take this opportunity to place on record their sincere appreciation for the excellent support and guidance provided by the outgoing Statutory Auditors .The Board also express its sincere appreciation and support extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company’s growth and success.

Place: Mumbai For and on behalf of the Board

Date: May 29,2017 Chetan R. Shah

Chairman & Managing Director.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Thirty Eighth Annual Report together with the audited Financial Statements of your Company for the year ended March 31, 2015.

WORKING RESULTS:

(Amount in lacs)

Year ended Year ended Particulars March 31,2015 March 31,2014 Rs. Rs.

Profit/ (Loss) before Depreciation, 5,283 4,744 interest and Taxation

Less: Depreciation 31 13

5,252 4,731

Less: Interest - 19

Profit before Taxation 5,252 4,712

Less/ (Add) Tax Expenses 1,410 1,063

Profit / (Loss) after tax after 3,842 3,649 adjustment

Add: Balance brought from previous 15,745 4,705 year

19,587 8,354

Less: Dividend on equity shares 1,138 948

Tax on distributed profits 232 161

Less: Short provision of depreciation 1 -

Less: Transfer to General Reserve - 1500

Balance carried to Balance Sheet 18,216 5,745

Earnings per share basic and diluted 20.26 19.25 -(in Rs.)

DIVIDEND:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Rs. 6/-per equity share (60%) for the year 2014-15.

FUTURE PROSPECTS:

The project under development by a SPV (a LLP) wherein the Company holds 40% stake has commenced it's basic activities and is in progress. The said project is witnessing good sale enquiries even before it's official launch/commencement.

The JV project in Bangalore is yet to take off and is lagging behind and efforts are under way to make it happen during the current financial year.

DIRECTORS:

In accordance with the new Companies Act, 2013, Mr. Mayur R. Shah, Director retires by rotation and being eligible offers himself for reappointment.

Mrs. Shailaja C. Shah has been appointed as an additional director of the Company with effect from 25th March, 2015, who holds office till the Annual General Meeting.

Brief resume of Mrs. Shailaja C. Shah, nature of her experience in specific functional area and names of the companies in which she holds directorship, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or it's employees during the period under review.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 .The other details of disclosures pertaining to the Managerial personnel is dealt in the annexure that forms part of this Director's Report.

CONSIDERATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees for the year 2014-15.

DEMATERIALIZATION OF SHARES:

The members are aware that the Company's equity shares are under compulsory trading in dematerialized form for all categories of investors.

REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:

A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Director's Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 38th Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from them has been received to the effect that their reappointment as Statutory Auditors, if made, is within the limits prescribed under section 139 of the Companies Act, 2013.

ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers / associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company. Their dedicated efforts and enthusiasm has been integral to your Company's growth.

Place: Mumbai By Order of the Board

Date: 27th May, 2015 Chetan R. Shah Chairman & Managing Director.

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Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their Thirty Seventh Annual Report together with the audited accounts of your Company for the year ended 31st March, 2014.

WORKING RESULTS:

Year ended Year ended 31st March 2014 31st March 2013 (Rs. Lacs) (Rs. Lacs)

Profit / (Loss) before Depreciation, 4,744 5,143 Interest and Taxation Less: Depreciation 13 27

4,731 5,116

Less: Interest 19 347

Profit before Taxation 4,712 4,769

Less / (Add): Provision for Taxation 1,063 (218)

Profit / (Loss) after tax after 3,649 4,987 adjustment

Add: Balance Brought Forward from 14,705 13,718 previous year

Less: Dividend on equity shares 948 855 Rs. 5/share

Less: Tax on distributed profits 161 145

Less: Transfer to General Reserve 1,500 3,000

Balance carried to Balance Sheet 15,745 14,705

Earnings per share-basic and 19.25 26.30 diluted (Rs.)

DIVIDEND:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Rs.5/-per equity share (50%) for the year2013-14.

DILUTION OF PROMOTERS STAKE:

Directors wish to inform all stakeholders that as per SEBI Regulations, the Promoters had brought down their holding from 89.40% to 75%during June2014.

FUTURE PROSPECTS:

The project under development byaSPV(a LLP) wherein your Company holds 40% equity stake has commenced its basic activities and is in progress. The said project is witnessing good sale enquiries even before its official launch/commencement.

The JV project in Bangalore is yet to take off and is lagging behind and efforts are under way to make it happen during the current financial year.

DIRECTORS:

Mr.Mayur R. Shah, Director retires by rotation and being eligible offers himself for reappointment.

The tenure of Mr. S. Ramamurthi,Whole-Time Director of the Company, expired on 30th April, 2014. The Board recommended his re- appointment as Whole time Director & CFO of the Company for a further period of three years effective from 1 st May, 2014.

Upon notification of the applicable sections of the Companies Act 2013 w.e.f April 1st, 2014, it is required to obtain approval of the shareholders for regularizing appointments of all the Independent Directors, viz., Mr.V.Nagarajan, Mr.V.Ranganathan and Mr.Padmanahba Shetty at this Annual General Meeting.

Brief resume of the Directors, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership / Chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility it is hereby confirmed that:

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

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

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservations of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has already paid the Annual Listing Fees for the year 2014-1 5.

DEMATERIALIZATION OF SHARES:

The members are aware that the Company''s equity shares are under compulsory trading in dematerialized form for all categories of investors.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

AUDITORS:

M/s.Haribhakti & Co„ Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 37th Annual General Meeting and being eligible offer themselves for reappointment. A certificate from them has been received to the effect that their reappointment as Statutory Auditors, if made, is within the limits prescribed under section 139 of the Companies Act, 2013.

ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board wholeheartedly acknowledges the dedicated and sincere efforts, and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company''s growth,

For and on behalf of the Board

Place: Mumbai Chetan R. Shah Date: 28th May, 2014 Chairman & Managing Director

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Mar 31, 2013

The Directors have pleasure in submitting their Thirty Sixth Annual Report together with the audited accounts of your Company for the year ended 31 st March, 2013.

WORKING RESULTS:

Year ended Year ended 31st March 2013 31st March 2012 (Rs. Lacs) (Rs. Lacs)

Profit / (Loss) before Depreciation, interest and Taxation 5,143 9,733

Less: Depreciation 27 41

5,116 9,692

Less: Interest 347 908

Profit before Taxation 4,769 8,784

Less/(Add): Provision for Taxation (218) 1,681

Add: Prior period adjustment

Profit / (Loss) after tax after adjustment 4,987 7,103

Add: Balance Brought Forward from previous year 13,718 11,998

Less: Dividend on Preference shares including arrears thereon

Less: Dividend on equity shares Rs.4.50/share 855 759

Tax on distributed profits 145 123

Less: Transfer to General Reserve 3,000 4,500

Balance carried to Balance Sheet 14,705 13,717

Earnings per share-basic and diluted (Rs.) 26.30 37.45



DIVIDEND:

It has been the consistent policy of the Company to adequately reward its shareholders. Even though Profits for the current financial year are lower than the previous year your directors are pleased to recommend a higher dividend of Rs. 4.50/-per share (45%), compared to the previous year of Rs.4 per share (40%).

The Directors would like to inform Members that as on March 31, 2013 the 6% Redeemable Cumulative Preference Capital of the Company were redeemed out of the profit of the year and the accumulated dividend thereon has been paid which is placed before you for ratification.

The dividends paid would be taxfree in the hands of the shareholders as the Dividend DistributionTax will be paid by the company.

FUTURE PROSPECTS:

Your Company is a 40% stake holder in a Special Purpose Vehicle for the development of prestigious parcels of properties in South Mumbai and the Eastern Suburbs. It is expected that the project in South Mumbai would commence shortly. During the year under review, the Special PurposeVehicle which was a Public Limited Company has been converted into a Limited Liability Partnership.

The Joint Venture project in Bangalore is slow in taking off. However with the improvement of market conditions in Real Estate in Bangalore it is hoped that considerable progress would happen during the current year.

Innova at Lower Parel was the first commercial venture by your Company and is a designated Private Technology Park. It is still a sought after address in Lower Parel and there are only few units in this project that are yet to be sold.

DIRECTORS:

Mr.V. Nagarajan, Director retires by rotation and being eligible offers himself for reappointment.

Mr. Chetan Shah''s term as Chairman & Managing Director of the Company expires on 30th June, 2013. Considering the admirable way in which he has steered the Company, your directors have recommended his reappointment for a further period of five years on revised terms and conditions that are contained in the Notice convening the Annual General Meeting.

Brief resume of the Director seeking reappointment, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership /chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility it is hereby confirmed that:

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

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

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservations of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has already paid the Annual Listing Fees for the year 2013-14.

DEMATERIALIZATION OF SHARES:

The members are aware that the Company''s equity shares are under compulsory trading in dematerialized form for all categories of investors.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause49 of the Listing Agreementforms part of this Annual Report.

AUDITORS:

M/s. Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 36th Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors, if made, is within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board wholeheartedly acknowledges the dedicated and sincere efforts, and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company''s growth. For and on behalf of the Board

Place: Mumbai Chetan R. Shah

Date: 18th May, 2013 Chairman & Managing Director

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Mar 31, 2011

Dear Members,

The Directors have pleasure in submitting their Thirty Fourth Annual Report together with the audited accounts of your Company for theyearended March 31,2011.

The realty sector went through a tremendous growth phase during the year ended March 2010. It was felt that this trend would continue for some time. However in view of macroeconomic factors coupled with high inflationary tendencies and dear money policy, the growth in the real estate sector especially in the commercial segment tapered down. Despite these factors your Company has done well when compared to peers in the Industry.

WORKING RESULTS:

(Rs. in lacs)

Year ended Year ended

March 31,2011 March 31,2010

Profit / (Loss) before Depreciation, interest and Taxation 11,744 21,246

Less: Depreciation 45 34

11,699 21,212

Less: Interest 831 1,550

Profit before Taxation 10,868 19,662

Less: Provision for Taxation 2,073 4,741

Less: Prior period adjustment - 252

Profit / (Loss) after tax after adjustment 8,795 14,669

Less: Transfer to Capital Redem. Reserve 25 -

8,770 14,669

Add: Balance brought from previous year 9,571 4,821

18,341 19,490

Less: Dividend on Preference Shares at Rs. 6/ share including arrears thereon 1 1

Dividend on equity shares at Rs. 3.50/share 664 443

Less: Tax on distributed profits 108 74

Less: Transfer to General Reserve 5,570 9,400

Balance carried to Balance Sheet 11,998 9,571

Earnings per share-basic and diluted (in Rs) 46.40 77.37*

* Restated after the issue of Bonus Shares

The Residential Complex Era has almost been sold out.

The commercial complex Innova had been notified as a Private Technology Park by the Govt, of Maharashtra.This notification not only entitles it to avail of double the Floor Space Indices available but also confers on it aTax Holiday under the provisions of the IncomeTax Act 1961 for a period often successive assessment years. During the year the Central Board of Direct Taxes has notified that the Innova Project is eligible for theTax Holiday in accordance with the provisions of the IncomeTax Act 1961.

DIVIDEND:

It has been the consistent policy of the Company to adequately reward its shareholders. Accordingly, your directors are pleased to recommend a dividend of Rs. 3.50 per equity share (35%) on the equity share capital. The Company has declared this dividend after careful consideration of your Company's financial performance and the need to conserve longterm resources of the Company.

Members are aware that during the year the Company had issued bonus shares in the ratio of one equity share of Rs.10/- for every two equity shares of Rs. 10/- each which were allotted on July 9,2010. The Board of Directors as a gesture to the shareholders has decided that these shares so issued would be eligible for the full dividend.

The Directors have declared a dividend of 6% on the Cumulative Preference Capital of the Company.

The dividends paid would be tax free in the hands of the shareholders as the Company would be bearing the Dividend Distribution Tax.

FUTURE PROSPECTS:

The Company is in the process of obtaining necessary clearances and permissions to develop a prime property in South Mumbai. However, the demolition was completed and the work on this project would commence shortly. Your Company has a 40% share in a Special Purpose Vehicle (SPV) that has been formed to develop this project. The same SPV would be developing a large property in the Western Suburbs on completing the various formalities.

The Company along with Mumbai Housing and Area Development Authority (MHADA) is in the process of forging an alliance to construct a high-rise at the Nextgen premises.The contours of the deal are being worked out.

The Company has entered into a Joint Venture with a Marathon Group company to develop high-end apartments in the eastern suburbs. The Company has made a financial commitment of Rs. 125 Crores towards this project which would yield adequate returns. The Company is exploring the possibility of participating in a joint venture to develop a mini township in the extended suburbs of Mumbai.This project is situated at Panvel.

The project in Bangalore is slow in taking-off mainly because, it is mired in regulatory sanctions. Efforts are being made to ensure speedy implementation.

The Company has ready stock of Commercial Complex at Innova which is maintaining a sustained demand.

DIRECTORS

Mr. Padmanabha Shetty, Director retires by rotation and being eligible offers himself for re-appointment. Brief resume of the Directors, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership / chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement; it is hereby confirmed that:

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors had 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 thefinancial year and of the profit or loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

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

PARTICULARS OF EMPLOYEES

Except the Chairman & Managing Director none of the employees are covered under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has already paid the Annual Listing Fees for the year 2010-11.

DEMATERIALIZATION OF SHARES

The members are aware that the Company's equity shares are under compulsory trading in dematerialized form for all categories of investors.

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause49 of the Listing Agreement forms part of this Annual Report.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 34th Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors, if made, is within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express its sincere appreciation forthe excellent support and co-operation extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board wholeheartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times.Their dedicated efforts and enthusiasm has been integral to your Company's growth.

Place: Mumbai For and on behalf of the Board

Date: May 30,2011 Chetan R. Shah

Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in submitting their Thirty Third Annual Report together with the audited accounts of your Company for the year ended 31st March, 2010.

The realty sector in which your Company is leading player showed signs of recovery during the second quarter of the fiscal year and grew in strength during the rest of the year. The Company has done exceedingly well as is bore out by the stellar set of numbers.

WORKING RESULTS:

(Rs. in lacs)

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

Profit / (Loss) before Depreciation, interest and Taxation 21,246 5,341.38

Less: Depreciation 34 11

21,212 6,962

Less: Interest 1,550 1,621

Profit before Taxation 19,662 5,341

Less: Provision for Taxation 4,741 1,125

Less: Prior period adjustment 252 39

Profit / (Loss) after tax after adjustment 14,66 94,177

Add: Balance brought from previous year4,821 4,882

Less: Dividend on Preference Shares including arrears thereon 1 1

Dividend on equity shares 443 202

Tax on distributed profits 74 35

Less: Transfer to General Reserve 9,400 4,000

Balance carried to Balance Sheet 9,571 4,821

Earnings per share - basic and diluted116.05 33.03

This has been by far the best ever results attained by the Company.

Shareholders were informed during the previous year that the Companys commercial project Innova at Lower Parel has been designated as Private Technology Park by the Government of Maharashtra. In terms of Section 80-IA(4) (iii) of the Income Tax Act 1961, 100% of the profits generated from sale/lease of this property would be exempt from Income Tax. The Company has made the requisite applications to the Central Board of Direct Taxes in this regard and it is hoped that the necessary permissions would be made available to it shortly. Provision for taxes in the accounts has been made without considering the impact of the deductions available under Section 80-IA(4) (iii) of the Income Tax Act 1961. Had the deduction under the section been considered the Profit after Tax and earning thereof would be increased to extent of relief.

YEAR IN RETROSPECT :

While the realty sector continued to consolidate it was the residential segment that saw sustained demand even at higher prices thereby indicating a genuine demand. There was a marked sluggishness in the commercial segment.

In view of the heavy demand the entire residential project was sold out even before it was completed. During the year the Company concentrated in marketing its commercial complex.

In so far as commercial space was concerned the Company hitherto was concentrating in selling large floor plates. During the year the Company re-strategized its marketing plans and forayed into a large untapped market of small and medium office space that had a huge potential. This revised strategy paid off well and Innova today has dedicated sufficient space to cater to this ever growing demand.

DIVIDEND

The Company has always maintained that it derives substantial strength from its shareholders who have stood by it over a long period of time and it has been the consistent policy of the Company to reward them adequately.

The Marathon Group has been in the business of Realty Development for the past forty years. Your Company has become an integral and important part of the group. In commemorating this land mark that the Group has reached, your Directors are proposing a one time special dividend of 15%( Rs.1.50 per share.)

Further a final dividend of 5% (Rs.0.50 per share) is being proposed which together with the interim dividend of 15% (Rs.1.50 per share) already paid would amount to 20% (Rs.2/- per share).

The total dividend for the year would be 35% (Rs. 3.50 per share as against 16% ( Rs. 1.60) paid in the previous year.

The total dividend pay out during the year would be Rs.4,43,85,870 as against Rs. 2,03,72,112 in the previous year and the Dividend distribution tax would be Rs.75,45,165 as against Rs.34,62,241

BONUS SHARES

The Board of Directors have recommended a bonus issue by capitalizing its general reserves in the ratio of one equity share of Rs.10/- each for every two equity shares of Rs.10/- each held. The issue of these bonus shares would be subject to the consent of shareholders and such other regulatory permissions / sanctions as may be necessary. The bonus issue would require appropriating Rs. 6,31,94,100 from its general reserves.

This is the third bonus issue from the Company after the Marathon Group assumed Management Control.

FUTURE PROSPECTS:

The Company is in the process of developing of property in South Mumbai and the Western Suburbs. Your Company has a 40% share in a Special Purpose Vehicle that is to develop these projects. The South Mumbai project would commence shortly as all permissions / sanctions are in place.

The Company along with Mumbai Housing and Area Development Authority (MHADA) is in the process of forging an alliance to construct a high rise at the Nextgen premises. The contours of the deal are being worked out.

The Company is exploring an opportunity to enter into a joint venture with a group Company to construct high end apartments at the eastern suburbs.

The joint venture project in Bangalore is slow in taking off mainly because it is mired in regulatory sanctions. Efforts are being made to ensure speedy implementation.

The Company has ready stock at Innova which is maintaining a sustained demand.

DIRECTORS

Mr. V. Rangananthan, Director retires by rotation and being eligible offers himself for reappointment.

Brief resume of the Director, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership / chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibilities it is hereby confirmed that:

(I) In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

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

PARTICULARS OF EMPLOYEES

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956 may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservations of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees for the year 2009-10.

DEMATERIALIZATION OF SHARES

The members are aware that the Companys equity shares are under compulsory trading in dematerialized form for all categories of investors.

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

AUDITORS

M/s.Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 33rd Annual General Meeting and being eligible offer themselves for reappointment. A certificate from them has been received to the effect that their reappointment as Statutory Auditors, if made, is within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers / associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Companys growth.

For and on behalf of the Board

Place : Mumbai Chetan R. Shah

Date : 31 st May, 2010 Chairman & Managing Director.