Directors Report of Citadel Realty & Developers Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting before the Shareholders, the 64th Annual Report together with the Audited F inancial Statements of the Company for the financial year ended 31st March, 2024:

1. Financial Highlights:

The Company’s financial performance for the financial year under review along with previous financial year’s figures is given hereunder:

(Amount in lakh except EPS)
Particulars	STANDALONE		CONSOLIDATED
	Financial Year ended 31st March, 2024	Financial Year ended 31st March, 2023	Financial Year ended 31st March, 2024	Financial Year ended 31st March, 2023
Revenue from Operations	317.10	282.34	317.10	282.34
Other income	0.98	3.36	-	-
Total Revenue	318.08	285.70	317.10	282.34
Expenses	26.37	27.54	26.37	27.54
EBITDA	290.73	258.16	290.73	254.80
Depreciation and Amortization	-	-	-	-
EBIT	291.71	258.16	290.73	254.80
Interest and Finance charge	138.03	118.42	138.03	118.42
Earning Before Tax (EBT)	153.68	139.74	152.70	136.38
Less: Taxation:
- Current Tax	39.70	9.86	39.70	9.86
- Deferred Tax	-	27.23	-	27.23
- Total tax expense from continuing operations	39.70	37.09	39.70	37.09
Profit/Loss After Tax	113.98	102.65	113.00	99.29
Share in the Profit of the Firm	-	-	1.72	3.01
Net profit for the period	113.98	102.65	114.72	102.30
Earning Per Share (Rs.)	1.44	1.30	1.45	1.30
Diluted Per Share (Rs.)	1.44	1.30	1.45	1.30

2. BUSINESS OVERVIEW /PROSPECTS /NATURE OF BUSINESS:

The Company is currently developing project under the aegis of the Slum Rehabilitation Authority to rehabilitate a slum in Bhandup which is in eastern suburbs of Mumbai. There is a significant improvement in the demand for affordable housing which augurs well for the future of the Company. The Company also has entered into a JV with a group Company for development of a nearby slum Project and the construction activities are yet to commence.

The Company is primarily engaged in the activities of Real Estate Development. There was no change in nature of business of the Company, during the financial year under review.

3. DIVIDEND:

As a prudent economic measure and in order to conserve the scarce liquid resources of the Company, your Directors do not recommend any dividend on the equity shares for the financial year under review.

4. TRANSFER TO RESERVES:

During the financial year under review no amount is proposed to be transferred to General Reserve.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unclaimed dividend lying in terms of section 125(2), of the Companies Act, 2013 and accordingly the provisions of said section do not apply.

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

There were no material changes and commitments occurred during the financial year 2023-24 and between the end of the financial year and the date of the Report affecting the financial position of the Company.

7. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI). The report on Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report.

Certificate on Corporate Governance

As required by SEBI (LODR) Regulation, 2015, Certificate on Corporate Governance is attached as ‘Annexure 2’ to the Corporate Governance Report.

8. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposits, covered under Chapter V of the Companies Act, 2013.

9. DETAILS OF DIRECTORS/KMP/ APPOINTED/RESIGNED DURING THE YEAR AS PER SECTION 134(3)(Q) READ WITH RULE 8(5)(III) OF COMPANIES (ACCOUNT) RULES,2014

During the Financial year under review, Mr. Kiran Bangera resigned from the services of the Company as Company Secretary and Compliance Officer w.e.f. the closing of working hours of April 19, 2023. Subsequently, Mr. Yogesh Patole (ACS 48777) was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. June 8, 2023.

Mr. Sundaram Ramamurthi (DIN: 00135602) Executive Director and CEO of the Company ceased to be a member on the Board of Directors of the Company w.e.f. Tuesday, November 28, 2023 on account of his sudden and sad demise on the said date.

The Board upon recommendation of Nomination and Remuneration Committee at its meeting held on January 30, 2024, has approved the appointment of Mr. Nilesh Dand, as CEO of the Company.

Subsequent to such appointment, Mr. Nilesh Dand, Executive Director & CFO of the Company, was re-designated as Executive Director, CEO & CFO of the Company w.e.f. January 30, 2024.

Mr. Parmeet Shah (DIN: 03362384), was appointed as an Additional (Executive) Director by the Board of Directors of the Company w.e.f. May 9, 2024 to hold office upto the ensuing AGM of the Company. Subsequently, Mr. Parmeet Shah was redesignated as Whole time Director by the Shareholders through Postal Ballot process on August 8, 2024.

Mr. Yogesh Patole resigned from the office of whole-time Company Secretary and Compliance Officer of the Company w.e.f. May 27, 2024. Subsequently, Mr. David Saldanha (ACS 74305) was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. August 13, 2024.

Ms. Yamini Shah (DIN: 03441691), was appointed as an Additional (Non Executive Independent) Director by the Board of Directors of the Company w.e.f. August 13, 2024 to hold office upto the ensuing AGM of the Company.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)/ DECLARATION FROM INDEPENDENT DIRECTORS:a. Composition of the Board:

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which, inter alia, stipulates that the Board should have an optimum combination of executive and non-executive directors.

There were 5 (Five) Directors on the Board of the Company as on 31^st March, 2024. The Board of Directors comprises of 1 (One) Executive Director and 4 (Four) Non-Executive Directors out of which 2 (Two) are Independent Directors and 2 (Two) are Non-Independent Directors. The Company has a Non-Executive Woman Director on the Board of the Company. The Board is headed by Mr. Veeraraghavan Ranganathan, Chairperson & Non-Executive Independent Director.

As on 31^st March, 2024, the Board comprised of Mr. Veeraraghavan Ranganathan (Chairperson and Non-Executive - Independent Director), Mr. Chetan Ramniklal Shah (Non-Executive - Non Independent Director), Mrs. Sonal Mayur Shah (Non- Executive - Non Independent Director), Mr. Devendra Jashwantrai Shrimanker (Non-Executive - Independent Director) and Mr. Nilesh Dhankumar Dand (Executive Director, CEO & CFO).

Mr. Parmeet Shah (DIN: 03362384), was appointed as a Whole Time Director on the Board of the Company w.e.f. May 9, 2024.

Ms. Yamini Shah (DIN: 03441691), was appointed as an Additional Non Executive Independent Director by the Board of Directors of the Company w.e.f. August 13, 2024

b. Retire by Rotation

As per the Provisions of Companies Act, 2013, Mr. Nilesh Dhankumar Dand (DIN: 00199785), Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment to the shareholders of the Company at the ensuing AGM.

c. Meeting of IDs & Declaration

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 18, 2024.

The Company has received declarations from all the Independent Directors confirming that they met the criteria of Independence as prescribed under Section 149 (6) & (7) of the Companies Act, 2013 issued thereunder and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

d. Familiarization program for Independent Directors:

The Company has in place a familiarisation programme for Independent Directors with regard to their role, duties and responsibilities, nature of the industry in which the Company operates, business / operating model of the Company, etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarise with the Company’s procedures and practices.

e. Key Managerial Personnel:

Pursuant to the provisions of the Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31^st March, 2024 are:

i. Mr. Nilesh Dand, Executive Director, Chief Executive Officer & Chief Financial Officer

ii. Mr. Yogesh Patole, Company Secretary and Compliance Officer

Mr. Yogesh Patole resigned from the services of the Company as Company Secretary & Compliance Officer w.e.f. the closure of business hours of May 27, 2024. Mr. David Saldanha was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. August 13, 2024.

11. PERFORMANCE EVALUATION:

Performance evaluation of all Directors was undertaken pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors of the Company have formalized the mode of carrying out such evaluation of all the Directors for the financial year under review. The Independent Directors were satisfied with the overall functioning of the Board, which displayed a high level of commitment and engagement.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year, 4(four) meetings of the Board of Directors were held on the following dates :

April 19, 2023, August 9, 2023, November 1, 2023 and January 30, 2024.

The details of the meeting forms part of Corporate Governance Report.

13. VIGIL & WHISTLE BLOWER MECHANISM AND POSH POLICY:

The Company has duly formulated a Vigil Mechanism / Whistle Blower policy as a part of 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 complaint of unethical /improper conduct to the Chairman of the Audit Committee and action suitable steps to investigate, safeguarding measures of the “whistle blower(s)”.

During the financial year under review, no complaints or alerts were received from any of the stakeholders that are reportable to the Chairman of the Audit Committee.

14. AUDIT COMMITTEE:

An Audit Committee of the Board of Directors is in existence in accordance with the provisions of section 177 of the Companies Act, 2013. For matters relating to constitution, meetings and functions of the Committee, kindly refer to Corporate Governance Report forming part of this Annual Report.

15. NOMINATION AND REMUNERATION POLICY:

A Nomination and Remuneration Committee of the Board of Directors is in existence in accordance with the provisions of section 178 of the Companies Act, 2013. For matters relating to constitution, meetings and policy of the Committee, kindly refer to Corporate Governance Report forming part of this Annual Report.

16. 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 setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and disinvestments. The Company has a Risk Management Policy in place.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company being formed for and engaged in real estate development (Infrastructural facilities) is exempt from the provisions of section 186 of the Companies Act, 2013 related to any loans made or any guarantees given or any securities provided by the Company. No investment in securities was made by the Company.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

During the financial year under review, all the contracts or arrangements with Related Parties are at arm’s length basis and in ordinary course of business.

During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of all the transactions with Related Parties are provided in the accompanying financial statements.

19. MANAGERIAL REMUNERATION/ PARTICULARS OF EMPLOYEE:

The Company has no employee who receives remuneration to the extent provided in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^st March, 2024. The details required as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure 2”. However pursuant to provision of section 136(1) of the Act, this report is being sent to the shareholders excluding the information required as per Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered/ Corporate Office address or by email to [e-mail] .

20. DISCLOSURE RELATED TO EMPLOYEE STOCK OPTIONS PLAN:

During the financial year under review, the Company has neither approved nor granted any Stock Options under any Plan.

21. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s Bipin B Shah & Co. (Firm Reg. No. 101511W) had been re-appointed as Statutory Auditors of the Company for the second term of 5 years at the 60th Annual General Meeting held on September 29, 2020.

The Auditors’ report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

22. DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules made there under.

23. MERGER /AMALGAMATION:

No scheme of Merger/Amalgamation is pending as on date.

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

The submission of the BRSR for the financial year under review is not applicable to the Company.

25. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Nitin Joshi, Practicing Company Secretary (Membership No: FCS No. 3137 and CP No. 1884) as Secretarial Auditor of the Company on April 19, 2023 for FY 2023-24. However, due to multiple work assignments undertaken by M/s. Nitin Joshi, he is facing paucity of time to complete the secretarial audit of the Company. He has expressed his desire to discontinue the secretarial audit assignment of the Company due to overload of work, time constraints and other commitments.

Subsequently, the Company has appointed M/s. AUS and Co., Company Secretaries (Membership no.: A26485, C.P. No.: 18482) as Secretarial Auditor of the Company with effect from 30^th May, 2024 for FY 2023-24. M/s. Nitin Joshi does not express any objection for allocation of secretarial audit assignment of the Company to M/s. AUS and Co.

Secretarial Audit:

The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith as ‘Annexure - 1’ forming part of this Board’s Report. The secretarial auditor’s report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion. However, there were two minor observations related to compliance of appointment of Company Secretary and delayed filing of some e-forms with Ministry of Corporate Affairs (MCA).

In response to the first observation, the Company had provided justification to the Stock exchange for varied compliance with respect to the appointment of Company Secretary of the Company. As on the date of this Report, no further query was raised by the Stock Exchange. Also, no penalty was levied by the Exchanges. In response to the second observation, the Company filed all the e-forms in question along with additional fees for late filing with the MCA. No penalty was levied by MCA.

The Management of the Company assures the Shareholders of the Company that, the Company is Compliant with all the Statutory provisions applicable to the Company as on the date of this report.

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR) :

The Company does not meet with criteria given under section 135 (1) of the Companies Act, 2013 pertaining to CSR contribution.

27. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE :

The particulars of Associates and Joint Venture have been disclosed in the Notes to the Financial Statement of the Company. During the financial year under review, Company does not have any Subsidiary Company. During the financial year under review, no Company have ceased or become joint venture, subsidiary, or associate company of the Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements ofthe Company’s joint venture in Form AOC-1 forms part of financial statements.

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

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

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal control commensurate with the activities is supplemented by continuous review by the management. The internal control system is designed to ensure that every aspect of the Company’s activity is properly monitored. At the Group level there has been an extensive exercise conducted on Internal Financial Controls. The Statutory Auditors have specifically commented on the existence of adequate Internal Financial Controls in relation to the activities of the Company.

30. DIRECTOR’S RESPONSIBILITY STATEMENT:Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards have been followed and there were no material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended on that date;

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

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

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

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

31. PARTICULARS OF 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 financial year under review.

32. ANNUAL RETURN:

In compliance with the provisions of Section 134 and 92 of the Companies Act, 2013, the Company has placed a copy of the Annual Return as on March 31, 2024 on its website at www.citadelrealty.in.

33. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

No application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There were no valuations done for the purposes of one time settlement and for obtaining any loan from the Banks/Financial Institutions.

36. OTHERS: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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the operations of the Company forms part of this Annual Report.

BOARD COMMITTEES:

The Board of Directors has constituted three Committees viz.

1. Audit Committee,

2. Nomination and Remuneration Committee and

3. Stakeholders’ Relationship Committee.

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference / role of the committees are taken by the Board of Directors.

Detailed particulars relating to the above Committees have been furnished in the Corporate Governance report for the financial year ended 31st March, 2024.

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

The Marathon group 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 Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) and others are covered under this policy. During the financial year under review, no complaints were received.

CREDIT RATING:

There is no change in the credit rating and the same is disclosed in the Corporate Governance Report forming part of this Annual Report. SECRETARIAL STANDARDS:

The Directors state that applicable secretarial standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings’, respectively, have been duly complied with by the Company.

LISTING FEE:

The Annual Listing Fee for the Financial Year 2023-24 has been duly paid within the stipulated time frame to BSE Limited. DEMATERIALIZATION OF SHARES:

Details of shares of the Company held in demat as well as in physical mode as on 31^st March, 2024 are as under:

Particulars	Number of shares	% of Total Issued Capital
Shares held in dematerialized form in CDSL	996402	12.63
Shares held in dematerialized form in NSDL	6378083	80.81
Physical Shares	517713	06.56
Total No. of shares	7892198	100

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 w.e.f. April 2019 sale/transfer of securities in physical mode is NOT PERMITTED.

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.

37. ACKNOWLEDGMENT

The Directors take this opportunity to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners, associates, and employees of your Company for the support received from them during the financial year.

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Mar 31, 2015

Dear members,

The Directors take pleasure in presenting before the shareholders the 55th Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2015

1. Financial Highlights

Particulars Year ended Year Ended March 31, 2015 March 31,2014

Revenue from Operations - 126,10,026

Other lncome 59,913 -

Profit/Loss before Taxation (22,32,672) 9,30,750

Less: Taxation

* Current Tax - -

* Deferred Tax (4,72,143) 3,63,492

Profit / Loss after Tax (17,60,529) 5,67,259

Balance Carried to (17,60,529) 5,67,259 Balance Sheet

2. Operations:

During the year under review, the company posted a loss of Rs. 17.61 lacs as against a profit of Rs.5.67 lacs earned during the previous year.

As reported earlier, the company has made considerable progress in Slum Rehabilitation Project at Bhandup The Board of Directors are pleased to place before the members additional developments in its operations:

I. The company was hitherto jointly developing an area admeasuring 2159 sq. mtrs of slum property with Mr. Vaibhav Kokate. During the year the company has entered into a partnership with Mr. Kokate in a firm named Shree Swami Samrath Builders and Developers wherein the company has contributed to 50% of the capital of the partnership.

II. By virtue of a registered deed the company has transferred development rights pertaining to 2159 sq. mtrs owned by it to the partnership firm SSSBD. Mr. Kokate has also transferred land belonging to him into the partnership, In lieu of the company transferring the development rights it be entitled to a percentage of the saleable area post the merger of the two land parcels which would be delivered to the company post obtaining the Occupation Certificate by SSSBD.

III. Further the company is entitled to 50% share in the profits of the firm SSSBD less what it would have received during the pendency of the project.

3. Future Prospects:

There is tremendous growth potential in the area of redevelopment of slums. With acute scarcity of land in Mumbai Slum redevelopment offers considerable scope. With the handing over of the new houses developed and built up under the Slum Rehabilitation Project the Company has witnessed considerable inflow of enquiries for further projects relating to slum rehabilitation. These are being explored in detail.

4. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The internal control commensurate with the activities is supplemented by continuous review by the management. The internal control system is designed to ensure that every aspect of the company's activity is properly monitored.

5 Public Deposits:

The company has not accepted any deposits, covered under Chapter V of the Act,-

6. Particulars of Loans, Guarantees or investments:

The Company has not made investments and/or given loans, guarantees during the year under review.

7. Statutory Auditors:

Pursuant to Section 139 of the Companies Act 2013, M/s.Bipin Shah & Associates, Chartered Accountants, were appointed as the Auditors of the Company for a period of five years from the conclusion of the 54th Annual General Meeting. In terms of Section 139 of the Companies Act 2013 members need to ratify its appointment at the ensuing Annual General Meeting.

8. Auditors' Report

There are no qualification, reservation or adverse remark or disclaimer made by the auditor in their report.

9. Extract of the annual return

Extract of the annual return in Form No. MGT 9 is attached and forms part of the report. (Annexure -1).

10 Corporate Social Responsibility (CSR)

Provisions of CSR are currently not applicable to the company

11 Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI).

The report on Corporate Governance as per the requirement of the Listing Agreement forms an integral part of this Annual Report. The requisite certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

12. Board of Directors:

A. Composition of the Board:

The composition of the Board is in conformity with Clause 49(H) of the Listing Agreement which, inter alia, stipulates that the Board should have an optimum combination of executive and non-executive directors with at least one woman director and at least 50% of the Board should consist independent directors, if the chairman of the board is an executive director. If the chairman is a non-executive director, 1/3rd of the Board should be independent directors.

As on 31st March, 2015 the Board comprised six Directors, of these, two are independent Directors.

B Changes in Directors and Key Managerial Personnel:

The Board of Directors have appointed Ms. Sonal M. Shah, having requisite DIN: 00199734 as the first woman director of the company with effect from March 25, 2015, in compliance of regulatory directive under Clause 49 of the amended Listing Agreement. Pursuant to Section 161 of the Companies Act 2013, read with the Rules framed there under, she shall hold the office up to the date of ensuing annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier. Notice along with the necessary deposit of Rs One lac has been received from a member under Section 160 of the Companies Act, 2013, proposing the appointment of Ms. Sonal M. Shah as Director of the Company. Ms. Sonal M. Shah would be liable to retire by rotation in terms of Sections 149 and 152 of the Companies Act 2013.

Mr. S. Ramamurthi, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

C. Number of Board Meetings held during the year ended 31st March, 2015 and the dates of the Board Meetings:

Four Meetings of the Board of Directors were held. The dates on which the said meetings were held are as follows:

27th May, 2014; 14thAugust, 2014; 5th November, 2014 and 13th February, 2015

Directors' attendance records:

Name of Director Designations No.of Category of Board Directorship Meeting attended

Mr. V.B.Haribhakti Chairman 4 Non-Executive Independent Director

Mr.S.Ramamurthi Non-Executive 4 Director promoter

Mr.Nilesh Dand Non-Executive 4 Director promoter

Mr.Chetan R. Shah Non-Executive 4 Director promoter

Mr.V.Ranganathan Non-Executive 4 Independent Director

Mrs.Sonal M.Shah* Non-Executive - Director-Promoter

* Mrs. Sonal M. Shah has been appointed Additional Director of the Company effective from 25th March, 2015.

13. Board Committees:

The Board of Directors has constituted four Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders' Grievance Committee and Committee of Board of Directors. All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference / role of the committees are taken by the Board of Directors.

14. Particulars of contracts or arrangements with related parties:

During the financial year no transactions fall under the purview of section 188 of Companies Act. 2013, hence it is not applicable.

15 Secretarial Audit Report

Secretarial Audit for the F.Y. 2014-15 was conducted by Mr.V. Nagarajan, Company Secretary in Practice in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor's Report is attached to this Report (Annexure II).

16. Cost Auditor:

Pursuant to Section 148 (1) of the Central Government and Companies (Cost Record & Audit) Rules 2014 dated June 30, 2014 the appointment of Cost Auditors is not applicable to the Company. However, in compliance of Section 209 (1) (d), 600 (3) (b) of the Companies Act, 1956 and relevant Cost Accounting Records Rules, 2011 a Compliance Report obtained from the practicing cost accountant is uploaded in MCA Portal every year.

17. Vigil Mechanism

Vigil Mechansim policy has been introduced by the Board on the framework for reporting instances of unethical/improper conduct and action for suitable steps to investigate and correct the same.

18. Risk management policy

Risk Management Policy has been adopted by the Board to ensure sustainable growth by implementing a pro-active approach in reporting, evaluating and controlling/resolving risks associated with the business of the company. In order to achieve this, the Policy establishes a structured and disciplined approach to Risk Management, including the development of the risk areas, so as to guide decisions on risk related issues.

19. Declaration of Independence:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

20. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 states that: -

i. That in the preparation of the accounts for the year ended 31st March 2015, the applicable accounting standards have been followed;

ii. That appropriate accounting policies have been selected and applied consistently and reasonably so as to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the year under review, as at 31-3-2015;

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

iv That the annual accounts for the year ended 31st March, 2015 have been prepared on the basis that the Company is "Going Concern".

v. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vi. Being a listed company, the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

21. Disclosure under Section 134(3)(m) of the Companies Act, 2013:

The disclosure relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable.

However, while developing the SRA Project and the sale of buildings the Company adopts basic environment friendly measures in it construction activities and endeavour to practice the sustainability measures to improve the livelihood of the society at large.

22. Listing:

The Equity Shares of the company are listed with the Bombay Stock Exchange Limited. The company has paid the Annual Listing fee for the year2014-15.

23. Dematerialization of shares:

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

24. Particulars of employees:

The Company has no employee who receives remuneration to the extent provided in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2015.

ON BEHALF OF THE BOARD OF DIRECTORS

CHAIRMAN

Regd. Office:

Marathon FutureX, N. M. Joshi Marg, Lower Parel (W), Mumbai 400013

Place: Mumbai Dated: 27th May, 2015

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting before the shareholders the 54th Annual Report together with the audited statement of accounts of the Company for the yearendedSf ''March, 2014.

FINANCIAL RESULTS:

During the year under review, the company posted a profit of Rs.5.67 lacs as against a profit of Rs.6.48 lacs earned during the previous year.

OPERATIONS:

As reported earlier, the company has made considerable progress in Slum Rehabilitation Project at Bhandup - details whereof are summarized hereunder:

i) The first phase of the Slum Rehabilitation project at Bhandup has been completed successfully and new houses were handed to the authorities concerned;

ii) In the sale building of the first phase Project around 18% of the construction activities has been completed;

ill) During the Financial year 2014-15 around 60% of the sale of building of the project is expected to be completed.

FUTURE PROSPECTS:

There is growth potential in the area of redevelopment of slums. With the handing over of the new houses developed and built up under the Slum Rehabilitation Authority the Company has witnessed considerable inflow of enquiries for further projects relating to slum rehabilitation.

DIRECTORS:

The Board of Directors has appointed Mr. V. Ranganathan as an Additional Director of the Company at their meeting held on the 7th February 2014. Pursuant to Section 161(1) of the Companies Act, 2013, he holds office up to the date of the ensuing Annual General Meeting. Notice along with the necessary deposit has been received from a member under Section 160 of the Companies Act 2013 proposing the appointment of Mr. V. Ranganathan as Independent Directorof the Company.

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. V. B. Haribhakti a Non-Executive Directorof the Company will be appointed as an Independent Director for a period of five years.

Mr. Nilesh D. Dand retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:-

i. That in the preparation of the accounts for the year ended 3f March 2014, the applicable accounting standards have been followed;

ii. That appropriate accounting policies have been selected and applied consistently and reasonably so as to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company fortheyearunderreview,asat31-3-2014;

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

iv. That the annual accounts for the year ended 318l March, 2014 have been prepared on the basis that the Company is "Going Concern".

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIESACT.1956:

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is notapplicable.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, Corporate Governance Report together with a certificate of compliance from practicing Company Secretary is attached asAnnexure 1 to this report.

PARTICULARS OF EMPLOYEES:

The Company has no employee who receives remuneration to the extent provided in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, fortheyearended31stMarch,2014.

AUDITORS:

Pursuant to Section 139 of the Companies Act 2013, M/s.Bipin Shah &Associates, Chartered Accountants, being eligible, are to be appointed as Auditors of the Company for a period of five years from the date of this Annual General Meeting till the conclusion of the Fifty-Ninth (59*) Annual General Meeting subject however to the proviso that matters relating to such appointment have to be ratified at each Annual General Meeting. You are requested to appoint Auditors to hold office until the Fifty-Ninth Annual General Meeting and authorize the Board to consider and fix their remuneration.

ON BEHALF OF THE BOARD OF DIRECTORS

CHAIRMAN

Marathon FutureX, N. M.JoshiMarg, Lower Parel(W), Mumbai 400013

Place: Mumbai Dated: 27th May,2014

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Mar 31, 2013

The Directors take pleasure in presenting before the shareholders the 53rd Annual Report together with the audited statement of accounts of the Company for the yearended3f''March,2013.

FINANCIAL RESULTS:

During the year under review the company registered a profit of Rs.6.48 lacs as against a profit of Rs 675.86 lakhs earned during the previous year.

OPERATIONS:

The company has made considerable progress in the joint development of the Slum Rehabilitation Project that it is undertaking in Bhandup. The rehabilitation building is completed in all respects which had resulted in a satisfactory execution of the SRA Project. The construction of the resale buiding is in progress and it is expected that it would successfully be completed by end oftheFinancialYear2015

FUTURE PROSPECTS

The Company foresees immense growth potential in redevelopment of slums. Overa hundred acre of land has been identified for development. With the handing over of the units developed and built up under the Slum Rehabilitation Project to the slum dwellers the performance of the Company has been admired by the inhabitants in and around the said project, resulting inflow of more enquiries from the public about possible redevelopment in the area.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr.Chetan R. Shah and Mr. Nilesh D. Dand, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirm :-

i. That in the preparation of the accounts for the year ended 31s'' March 2013, the applicable accounting standards have been followed;

ii. That appropriate accounting policies have been selected and applied consistently and reasonably so as to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company fortheyearunderreviewasat31-3-2013;

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

iv That the annual accounts for the year ended 3f March, 2013 have been prepared on the basis that the Company is a "Going Concern".

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIESACT,1956:

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable

CORPORATEGOVERNANCE:

As required by Clause 49 of the Listing Agreement, Corporate Governance Report together with a certificate of compliance from Practicing Company Secretary is attached as Annexurel to this report.

PARTICULARSOF EMPLOYEES:

The Company has no employee who receives remuneration to the extent provkied in Section 217(2A) read with the Companies (Particulars of Employees Rules1975fortheyearended318lMarch,2013.

AUDITORS:

The Auditors of the Company, M/s. Bipin Shah & Associates retire at this Annual General Meeting and are eligible for reappointment. You are requested to appoint Auditors to hold office until the next Annual General Meeting and fix their remuneration.

ON BEHALF OF THE BOARD OF DIRECTORS

CHAIRMAN

Regd. Office:

Marathon FutureX.

N. M. Joshi Marg,

Lower Parel (W).

Mumbai 400013

Place: Mumbai

Dated: 21st May, 2013

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Mar 31, 2012

The Directors take pleasure in presenting before the shareholders the 52nd Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

After very many years your company has posted a profit through its construction activity. This has been largely due to the support that it has received from the Marathon Group.

OPERATIONS:

Members were informed in the previous year about the Company jointly developing a project under the aegis of the Slum Rehabilitation Authority. During the year under review the Company has transferred 25% of the portion at prevailing market rates. It had realized revenues aggregating to Rs. 7.97 Crores and after deducting project relating expenses a profit has been generated.

In view of the carry forward of assessed losses available there is no Income Tax liability, whichever is lower.

FUTURE PROSPECTS

The Company sees considerable growth prospects in developing of slums and would concentrate on this segment. It would take about two years to complete the current project and the Company is confident of procuring further projects in this segment in nearby locations.

DIVIDEND

In view of the lack of distributable surplus, your directors regret their inability to recommend any dividend.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr.S. K. Diwanji and Mr. S. Ramamurthi retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms: -

i. That in the preparation of the accounts for the year ended 31st March 2012, the applicable accounting standards have been followed;

ii. That appropriate accounting policies have been selected and applied consistently & reasonably so as to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the year under review, as at 31 -3-2012;

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

iv. That the annual accounts for the year ended 31st March, 2012 have been prepared on the basis that the Company is "Going Concern".

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, Corporate Governance Report together with a certificate of compliance from Practicing Company Secretary is attached as Annexure 1 to this report.

PARTICULARS OF EMPLOYEES:

The Company has no employee who receives remuneration to the extent provided in Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975 for the year ended 31st March, 2012.

AUDITORS:

The current Auditors of the Company, Bipin Shah & Co., Proprietor firm, Chartered Accountants, is not seeking reappointment as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting. Notice has been received from a member under Sections 190 and 225 of the Companies Act, 1956 proposing the appointment of the M/s. Bipin Shah & Associates, Partnership firm, Chartered Accountants as Auditors of the company. M/s Bipin Shah & Associates, Partnership firm, Chartered Accountants by their letter dated 30th May, 2012, being eligible, have signified their consent to act as Auditors of the Company, if appointed, and to hold office from conclusion of the ensuing Annual General Meeting until conclusion of the next Annual General Meeting.

You are requested to appoint Auditors to hold office until the next Annual General Meeting and fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN.

Regd. Office: Marathon FutureX N. M. Joshi Marg Lower Parel (W) Mumbai 400013

Place: Mumbai Dated: May 30, 2012

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Mar 31, 2010

The Directors take pleasure in presenting before the shareholders the Fiftieth Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2010.

During the year under review the real estate sector showed considerable signs of improvement especially in the housing segments. The future business of your company would be concentrated in this sector. However the Balance Sheet of your company is currently not strong enough to embark in this sector on a stand alone basis and accordingly one of the associates of the Company is negotiating for the development of a project near Bhandup in which your company would be involved within the umbrella of the Group.

FINANCIAL RESULTS:

During the year under review the company posted a loss of Rs. 9.73 lakhs as against a loss of Rs.11.60 lakhs incurred during the previous year.

OPERATIONS:

The Company has not carried out any commercial activity during the year under review.

DIRECTORS :

At the meeting of the Board of Directors held on 14th January, 2010, Mr. Chetan R. Shah was appointed as an Additional Director of the Company. Pursuant to Section 260 of the Companies Act, 1956 Mr. Shah would hold office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from a member proposing the candidature of Mr. Shah for office of Director, liable to retire by rotation. Mr. Shah is the Chairman and Managing Director of the Marathon Nextgen Realty Ltd. and brings with him wealth of experience in the realty sector. The company would benefit enormously in its association with Mr. Shah.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. S. Ramamurthi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

In view of certain technical factors the allotment of preferential allotment of Equity Shares has been withdrawn.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Board of Directors of the Company hereby confirms : -

I. That in the preparation of the accounts for the year ended 31st March 2010, the applicable accounting standards have been followed;

ii. That appropriate accounting policies have been selected and applied consistently and reasonably so as to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the year under review, as at 31st March, 2010;

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

iv. That the annual accounts for the year ended 31st March, 2010 have been prepared on the basis that the Company is “Going Concern”.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, Corporate Governance Report together with a certificate of compliance from practicing Company Secretary is attached as Annexure 1 to this report.

PARTICULARS OF EMPLOYEES :

In view of the cessation of operations the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended from time to time is not applicable.

AUDITORS :

The Auditors of the Company, M/s.Bipin B. Shah & Company retire at this Annual General Meeting and are awaiting their peer review certificate and are eligible for reappointment. You are requested to appoint Auditors to hold office until the next Annual General Meeting and fix their remuneration.

ON BEHALF OF THE BOARD OF DIRECTORS

Place: Mumbai V. B. HARIBHAKTI

Dated: 26th May, 2010 CHAIRMAN.