Directors Report of Lok Housing & Constructions Ltd.

Mar 31, 2014

THE MEMBERS

The Directors hereby present their Twenty-ninth Annual Report on the business operations of the Company along with the audited statement of accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS: (Rs. in lacs)

YEAR ENDED MARCH 31ST 2014 2013 Audited Audited

Total Revenue 6,006.21 6,426.89

Profit before Exceptional 54.26 1,709.11 and Extra-ordinary items and Tax

Exceptional Items 0.00 4,538.41

Profit / (Loss) before tax 54.26 (2,829.30)

Provision for taxation

a) Current Tax 10.90 375.00

b) Deferred Tax 9.80 (1,289.00)

c) Excess Tax Provision of (0.10) - earlier years

Net Profit / (Loss) After 33.66 (1,915.30) Tax

Add: Balance brought 3,500.60 5,415.90 forward

Balance Carried to balance 3,534.26 3,500.60 sheet

2. DIVIDEND:

In view of outstanding financial obligations and in consideration of factors having direct bearing on liquidity, your Directors do not recommend any Dividend for the Financial year 2013-2014.

3. REVIEW OF OPERATIONS:

The fiscal year ended 31st March, 2014, has witnessed new set of challenges and new set of opportunities, both are happening with speed and unpredictability on the echelon of the economic scenario. To grow, survive, sustain and succeed every economic entity needs to understand mechanics of fast changing challenges and opportunities in the context of ever-changing circumstances; political-economical and social in which they are operating. This is the new reality.

Change of the Government at the centre has aroused lot of expectations amongst established business houses and new entrepreneurs. Established leaders in the real estate sector are also expecting from the new Government at the centre far-reaching changes in the policies and law having impact on growth of the sector directly and through linkage effect indirectly which encourage and boost real estate sector.

Optimization of resources in hand is top priority of the Management. Endeavours are made to complete existing projects within fixed time to avoid cost-overrun and explore new opportunities to utilize its land-bank, independently or through joint venture.

Reducing its long-term and short-term debts is not out of sight of the Company. In that direction, the Company has settled with its major lender, State Bank of India, and have started making payment of installments as per Settlement.

The Company''s project Phase II of Lok Nirman at Khar, Mumbai and Phase III of Lok Nagari project at Ambernath are Joint Ventures with Rustomjee Group and M/s. Sankalp Realty Pvt. Ltd. respectively are in progress.

During the year under review, the Company achieved total income of Rs. 6,006.21 lacs as against Rs. 6,426.89 lacs in the previous year. During the year under review, Net Profit before tax is Rs. 54.26 lacs whereas in the previous year, it was loss of Rs. 2,829.30 lacs. The loss suffered during the previous year due to exceptional item and elaborate explanation was given in the previous Annual Report. Net Profit in the current year is Rs. 33.66 lacs whereas in the previous year, the Net Loss was Rs. 1,915.30 lacs.

4. FIXED DEPOSITS:

The Company has not accepted/renewed any Fixed Deposits during the year under review. The Company had no outstanding Fixed Deposits at the close of the year under review.

5. IN-HOUSE MANUFACTURING ACTIVITIES:

During the year under review, in the business of concrete blocks, Company has attained turnover of Rs. 62.72 lacs against Rs. 141.89 lacs in the previous year. Further, during the year under review, Company has suffered loss of Rs. 55.65 lacs against Rs. 87.64 lacs in the previous year.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:-

In terms of section 217 (2AA) of the Companies Act, 1956, the Directors would like to state 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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iil) The directors have 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 have prepared the annual accounts on a going concern basis.

7. CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance stipulated in Clause 49 of the Listing Agreement have been complied with. Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, is forming part of the Corporate Governance Report. A separate Report on Governance along with the Auditors'' Certificate on its compliance, forms part of this Report and is annexed hereto.

8. DIRECTORS:

In the last Annual General Meeting held on 19th September, 2013, the Shareholders approved the appointment of Shri Darshan L. Gandhi and Ms. Naina M. Shah as Managing Director and Executive Director respectively for a period of five years w.e.f. 1st April, 2013 till 31st March, 2018. However, remuneration package for them was deferred to be considered at appropriate time in view of affecting provisions of Company Law and rules made thereat. On 1st April, 2014, the Board of Directors in their Meeting, approved the remuneration package of Shri Darshan L. Gandhi and Ms.Naina M. Shah w.e.f. 1st April, 2014. Notice of Annual General Meeting mentions the relevant Resolution and Explanatory Statement for the approval of the Shareholders

Ms. Naina M. Shah, Executive Director of the Company resigned from the Board w.e.f. 24th November, 2014. The Company has paid her full remuneration till 30th November, 2014. The Board places on record its appreciation of the services rendered by her during her very long tenure on the Board.

Appointment of Independent Director : Pursuant to Sections 149, 150 and 152 of the Companies Act, 2013, read with Companies(Appointment and Qualification of Directors), Rules 2014 along-with Schedule IV of the Act, Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company. Accordingly, it is proposed to appoint Shri Sudeep S. Roy, existing Independent Director as Non-Executive Independent Director for five consecutive years w.e.f. 1st April, 2014 to 31st March, 2019, subject to the approval of the Members at the Annual General Meeting. The Independent Directors shall not be liable to retire by rotation.

Shri Chiman J. Sanghavi, an Independent Director of the Company, resigned on 27th March, 2014. The Board places on record its appreciation of the services rendered by him during his very long tenure on the Board.

The composition of the Board of Directors of the Company with reference to number of Executive and Non-Executive Directors doesn''t meet with the requirements of Clause 49(I)(A) of the Listing Agreement as on the date of signing this Report.

The able endeavours are being made to appoint Independent Directors to fulfill the applicable provisions of the Companies Act, 2013 and Regulations of Listing Agreement.

9. AUDITORS'' REPORT:

The Auditors have made qualification in their Report with respect to non-provision for "additional consideration / compensation claimed by Mr. Suresh Thanawala and others, secured creditor for land development rights". For clarification, appropriate explanation is given in the Notes to the Financial Statements under para no. 15.6 : Explanation hereunder :

"The Company is re-negotiating terms with its vendors, particularly Mr. Suresh Thanawala and others, who have demanded interest/additional compensation for delay in payments due to them. The Company has provided for the original liability and not for any additional claim/ interest/compensation demanded by such creditors. There is a probability that the additional claim/interest/ compensation demanded by such creditors will be paid by the Company but since the same is under negotiation, it is unascertainable and unqualifiable, to that extent the Company has a contingent liability."

10. AUDITORS:

The Company''s Auditors, M/s. Bhupendra Shroff & Co., Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting. They offer themselves for re-appointment from the conclusion of the 29th Annual General Meeting till the conclusion of 32nd Annual General Meeting as per provisions of Companies Act, 2013 read with Companies(Audit and Auditors) Rules, 2014.

11. COST AUDITOR:

Ms. Shraddha Mahadik, Cost Accountant by profession, is appointed as a Cost Auditor of the Company, pursuant to Section 233B of the Companies Act, 1956 to conduct Cost Audit for the Financial Year 2013-14.

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

Information relating to Conservation of Energy, Technology Absorption, etc. pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not provided as the same is not applicable to the Company.

Foreign Exchange earnings are Nil. Outgo on account of traveling expenses and Professional Fees during the year under review are Nil.

13. PARTICULARS OF EMPLOYEES:

During the year under review, there is no employee who was in receipt of remuneration, which, in the aggregate, was not less than the sum prescribed under Section 217(2A) of the Companies Act, 1956. Hence, information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not forming part of this report.

14. PERSONNEL:

The Directors wish to place on record their sincere appreciation for the outstanding contribution and devoted services of employees at all levels of the Company during the year under review.

15. ACKNOWLEDGMENTS:

The Directors acknowledge the valued co-operation and continued support extended to the Company by its Bankers, Financial Institutions and various other lenders. The Directors also place on record their gratitude to various departments of Government of Maharashtra and Government of India and authorities of different Municipal Corporations of Maharashtra, Bombay Stock Exchange Ltd., Securities And Exchange Board of India and the Advisors for their valuable co-operation.

And to you our Shareholders, we are deeply grateful for the confidence and faith which you have always placed in us.

on behalf of the Board of Directors

Sd/- DARSHAN L. GANDHI Chairman & Managing Director DIN No. 00278068

Place : Mumbai. Dated : 22nd March, 2015.

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Mar 31, 2013

TO THE MEMBERS

The Directors hereby present their Twenty-eighth Annual Report on the business operations of the Company along with the audited statement of accounts for the year ended 31st March'' 2013.

1. FINANCIAL RESULTS:

(Rs.in lacs)

YEAR ENDED MARCH 31st 2013 2012 (Audited) (Audited)

Income 6''426.89 2''839.36

Profit before Exceptional 1''709.11 193.20 and Extra-ordinary items and Tax

Exceptional Items 4''538.41

Profit / (Loss) before tax (2''829.30) 193.20

Provision for taxation

a) Current Tax 375.00 40.70

b) Deferred Tax (1''289.00) 26.30

Net Profit / (Loss) After (1''915.30) 126.20 Tax

Add : Balance brought 5''415.89 5''289.69 forward

Balance Carried to balance 3''500.59 5''415.89 sheet

2. DIVIDEND:

In view of outstanding financial obligations and loss suffered during the year'' your Directors do not recommend any Dividend for the Financial year 2012- 2013.

3. REVIEW OF OPERATIONS:

The fiscal year ended 31st March'' 2013'' has witnessed new set of challenges and new set of opportunities'' both are happening with speed and unpredictability on the echelon of the economic scenario. To grow'' survive and succeed every economic entity needs to understand mechanics of fast changing challenges and opportunities in the context in which they are operating. This is the new reality.

GDP growth of India is slow-down. Political stability'' and implementation of policy decisions and economic reforms are matter of alarm.

The country is going to face general elections shortly; political logjam in anticipation of elections cannot be ruled out. The economic reforms are announced by the Government to improve the position of balance of payment and sovereign credit ratings of the country in the world. Depreciated Rupee has aroused the interest of the NRIs to invest in the real estate sector of India.

The Company is focused on improvisation productivity reducing the debts and utilizing its cash flows effectively in the direction of execution and completion of the projects to sustain'' survive and grow in the dynamic and ever-changing parameters related to political-economic- social has impact on real estate activities.

The Company’s project Phase II of Lok Nirman at Khar'' Mumbai and Phase III of Lok Nagari project at Ambernath are Joint Ventures with Rustomjee Group and M/s. Sankalp Realty Pvt. Ltd. respectively are in progress.

The Company has settled with its major lender'' State Bank of India'' and have started making payment of installments as per Settlement.

During the year under review'' the Company achieved total income of Rs. 6''426.89 lacs as against Rs. 2''839.36 lacs in the previous year. The Company has earned Rs. 2''623.11 lacs whereas in previous year it has earned Rs. 126.20 Lacs. However Company has recognized Extra-Ordinary item in the current financial year'' item pertaining to the earlier accounting period'' i.e. the Company has settled its outstanding liabilities with State Bank of India'' additional interest obligation of Rs. 4''538.41 lacs. Hence due to such Extra-Ordinary item of expense'' Company’s financial statement shows net loss of Rs. 1''915.30 lacs.

4. FIXED DEPOSITS:

The Company has not accepted/renewed any Fixed Deposits during the year under review. The Company had no outstanding Fixed Deposits at the close of the year under review.

5. IN-HOUSE MANUFACTURING ACTIVITIES:

During the year under review'' in the business of concrete blocks'' Company has attained turnover of Rs. 141.89 lacs against Rs. 141.47 lacs in the previous year and has suffered loss of Rs. 87.64 lacs against Rs. 66.45 lacs in the previous year.

6. DIRECTORS’ RESPONSIBILITY STATEMENT:-

In terms of section 217 (2AA) of the Companies Act'' 1956'' the Directors would like to state 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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

(iii) The directors have 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 have prepared the annual accounts on a going concern basis.

7. CORPORATE GOVERNANCE:

During the year under review'' your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance stipulated in Clause 49 of the Listing Agreement have been complied with. A separate Report on Governance along with the Auditors’ Certificate on its compliance'' forms part of this Report and is annexed hereto.

8. DIRECTORS:

Shri Chiman J. Sanghavi'' Director of the Company shall be retiring at the ensuing Annual General Meeting and he is eligible'' for re-appointment.

The tenure of Shri Darshan L. Gandhi as Managing Director and Ms. Naina M. Shah as Executive Director expired on 31st March'' 2013. The Board of Directors in their Meeting held on 1st April'' 2013 re-appointed them as Managing Director and Executive Director respectively w.e.f. 1st April'' 2013 for a period of five years.

9. AUDITORS’ REPORT :

Notes to the Accounts are self-explanatory and therefore'' do not call for any further clarification or explanation.

10. AUDITORS:

The Company''s Auditors'' M/s. Bhupendra Shroff & Co.'' Chartered Accountants'' Mumbai will hold office upto the conclusion of the 28th Annual General Meeting and are eligible for re-appointment.

11. COST AUDITOR :

Ms. Shraddha Mahadik'' Cost Accountant by profession has been appointed as a Cost Auditor pursuant to Section 233B of the Companies Act'' 1956 to conduct Cost Audit for the financial year 2012-2013.

12. CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION'' FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy'' Technology Absorption'' etc. pursuant to Section 217 (1) (e) of the Companies Act'' 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules'' 1988 is not provided as the same is not applicable to the Company.

Foreign Exchange earnings are Nil. Outgo on account of traveling expenses and Professional Fees during the year under review are Nil.

13. PARTICULARS OF EMPLOYEES:

During the year under review'' there is no employee who was in receipt of remuneration'' which'' in the aggregate'' was not less than the sum prescribed under Section 217(2A) of the Companies Act'' 1956. Hence'' information as required under Section 217(2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975'' is not forming part of this report.

14. PERSONNEL:

The Directors wish to place on record their sincere appreciation for the outstanding contribution and devoted services of employees at all levels of the Company during the year under review.

15. ACKNOWLEDGMENTS:

The Directors acknowledge the valued co-operation and continued support extended to the Company by its Bankers'' Financial Institutions and various other lenders. The Directors also place on record their gratitude to various departments of Government of Maharashtra and Government of India and authorities of different Municipal Corporations of Maharashtra'' Bombay Stock Exchange Ltd.'' Securities And Exchange Board of India and the Advisors for their valuable co-operation.

And to you our Shareholders'' we are deeply grateful for the confidence and faith which you have always placed in us.

on behalf of the Board of Directors

Sd/-

DARSHAN L. GANDHI

Chairman & Managing Director

Place : Mumbai.

Dated : July 23'' 2013.

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Mar 31, 2012

The Directors hereby present their Twenty-seventh Annual Report on the business operations of the Company along with the audited statement of accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in Lakhs)

Year ended March 31ST 2012 2011

Income 2,839.36 2,917.27

Profit / (Loss) before tax 193.20 127.00

Provision for taxation

a) Current Tax 40.70 25.30

b) Deferred Tax 26.30 30.70

c) Excess Tax Provision of - (30.86) earlier years

Net Profit / (Loss) After Tax 126.20 101.86

Add : Balance brought forward 5,289.69 5,187.83

Balance Carried to balance sheet 5,415.89 5,289.69

2. DIVIDEND:

Your Directors do not recommend any dividend for Financial Year ended 31st March, 2012.

3. REVIEW OF OPERATIONS:

The Indian economy witnessed significant ups and downs in the year gone by and the country struggles to remain one of the fastest growing economy in the world. The surging inflation, higher cost of credit rising, global economic prices and raw material costs, prices of crude oil coupled with deficit budget and rising subsidies bill, all have cumulative impact on the economy and same is reflected in the figures of the GDP growth for the current financial year of the country. The challenges poised by global economy in the past such as financial melt-down, down-turn, sub-prime crisis and their effects are the events of the past. The Indian economy has remarkable resilience to accomplish targeted GDP growth in the coming years.

Since past two years, real estate markets across the world were volatile and uncertain and Indian economy is not exception. However favourable demographics viz., large young employed population and disposable income in their hands are the strong drivers of the Indian real estate market, particularly boost to the residential sector.

While the Company shall continue its broad policy for development of its projects independently, it will also explore joint venture arrangements wherever necessary. In that direction Company has entered into joint venture with Rustomjee Group for development of Phase-II of Lok Nirman Project at Khar, Mumbai and also with Sankalp Reality Pvt. Ltd. for development of Phase-III, Lok Nagari Project at Ambarnath.

In the process all endeavors are being made for value addition to the existing land bank of the Company.

The Company had settled and fully paid dues of 20 Banks and Financial Institutions. The only Bank which is remained to be settled is State Bank of India with whom settlement is expected to be concluded shortly.

"Remaking of Mumbai Housing Infrastructure & Finance Ltd. (ROMHIF) has submitted its proposal to redevelop around 30 acres of land (362 buildings and over 8000 tenements) in the Kalbadevi-Chira Bazar area in 'C' Ward of Mumbai. It proposes to demolish these old and dilapidated buildings and in their place construct high rise structure in the ear-marked plots. Your Company has 49% stake in the shareholding of Remaking of Mumbai Development Ltd. which is the holding Company for ROMHIF which intends to develop this Pilot project of 30 acres and then increasing its size to 232 acres in the 'C' Ward of Mumbai. In this front, the Management is undeterred in pursuing with the concerned authorities and stakeholders in this realm.

During the year under review, the Company achieved total income of Rs. 2,839.36 lacs as against Rs. 2,917.27 lacs in the previous year. During the year, Company has earned Net Profit after tax of Rs. 126.20 lacs against Net Profit of Rs. 101.86 lacs in the previous year.

4. FIXED DEPOSITS:

The Company has not accepted/renewed any Fixed Deposits during the year under review. The Company had no outstanding Fixed Deposits at the close of the year under review.

5. IN-HOUSE MANUFACTURING ACTIVITIES:

During the year under review, Company has attained turnover of Rs. 141.47 lacs by sale of concrete blocks, against Rs. 168.09 lacs in the previous year.

6. DIRECTORS' RESPONSIBILITY STATEMENT:-

in terms of section 217 (2AA) of the Companies Act, 1956, the Directors would like to state 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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

7. CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance stipulated in Clause 49 of the Listing Agreement have been complied with. A separate Report on Governance along with the Auditors' Certificate on its compliance, forms part of this Report and is annexed hereto.

8. DIRECTORS:

shri Darshan L. Gandhi, Director of the Company shall be retiring at the ensuing Annual General Meeting and he is eligible, for re-appointment.

shri sudeep s. Roy, was appointed as an Additional Director of the Company on 9 th February, 2012 under Section 260 of the Companies Act, 1956 and he shall hold office upto the date of the ensuing Annual General Meeting of the Company. Notice under Section 257 of the Companies Act, 1956 has been received togetherwith requisite amount of deposit from a Member, signifying his intention to propose Shri Sudeep S. Roy as Director of the Company at the ensuing Annual General Meeting.

shri Mayank R. Gandhi resigned as a Director on 12th August, 2011. The Board places on record its appreciation of the services rendered by him during his tenure on the Board.

9. AUDITORS' REPORT :

Notes to the Accounts are self-explanatory and therefore, do not call for any further clarification or explanation with respect to qualifications made by the Auditors in their Report.

10. AUDITORS:

The Company's Auditors, M/s. Bhupendra Shroff & Co., Chartered Accountants, Mumbai will hold office upto the conclusion of the 27th Annual General Meeting and are eligible for re-appointment.

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

Information relating to Conservation of Energy, Technology Absorption etc. pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not provided as the same is not applicable to the Company.

Foreign Exchange earnings are Nil. Outgo on account of traveling expenses and Professional Fees during the year under review are Nil.

12. PARTICULARS OF EMPLOYEES:

During the year under review, there is no employee who was in receipt of remuneration, which, in the aggregate, was not less than the sum prescribed under Section 217(2A) of the Companies Act, 1956. Hence, information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not forming part of this report.

13. PERSONNEL:

The Directors wish to place on record their sincere appreciation for the outstanding contribution and devoted services of employees at all levels of the Company during the year under review.

14. ACKNOWLEDGMENTS:

The Directors acknowledge the valued co-operation and continued support extended to the Company by its Bankers, Financial Institutions and various other lenders. The Directors also place on record their gratitude to various departments of Government of Maharashtra and Government of India and authorities of different Municipal Corporations of Maharashtra, Bombay Stock Exchange Ltd., Securities And Exchange Board of India and the Advisors for their valuable co-operation.

And to you our Shareholders, we are deeply grateful for the confidence and faith which you have always placed in us.

For and on behalf of the Board of Directors

Sd/-

DARsHAN L. GANDHI

Chairman & Managing Director

Place: Mumbai.

Dated: 7th August, 2012.

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Mar 31, 2011

TO THE MEMBERS

The Directors hereby present their Twenty-sixth Annual Report on the business operations of the Company along with the audited statement of accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS :

(Rs. in Lakhs)

Year Ended March 31st 2011 2010

Income 2,917.27 2,930.77

profit / (Loss) before tax 127.00 312.55 Provision for taxation

a) Current Tax 25.30 53.10

b) Deferred Tax 30.70 188.90

c) Excess Tax Provision (30.86) -

Net profit / (Loss) After Tax 101.86 70.55

Add : Balance brought forward 5,187.83 5,117.28

Balance Carried to balance sheet 5,289.69 5,187.83

2. DIVIDEND :

Your Directors do not recommend any dividend for Financial Year ended 31st March, 2011.

3. REVIEW OF OPERATIONS :

Financial year 2010-2011 represents the period of recovery of whole economy in general and realty sector has edged over the other sectors of the economy. In spite of recovery of real estate sector, demand remained subdued for real estate products across all the categories, apparently due to monetary policy adopted by the Reserve Bank of India to squeeze the liquidity with the object to contain the infationary elements from the economy, simultaneously increasing the rate of interest on home loans which have direct impact on the demand of the real estate products.

To weather the tremors of slowdown and cash crunch in ever changing scenario on macro and micro level, the Company

has adopted business strategies such as Joint Ventures in projects, hived-off projects, to utilize the vacant portion of existing projects for the development of new projects on such vacant land.

During the year under review, the Company achieved total income of Rs.2,917.27 lacs as against Rs. 2,930.77 lacs in the previous year. During the year, Company has earned Net profit after tax of Rs. 101.86 lacs against Net profit of Rs.70.55 lacs in the previous year.

Saturn Trading Pvt. Ltd., a Promoter Group Company, has exercised its option to convert 22,00,000 Convertible Warrants into 22,00,000 equity shares. The Board has approved conversion of warrants into aforesaid equity shares as on 22nd June, 2011. The paid-up capital of the Company after conversion of warrants is increased proportionately to i.e. Rs.46,74,92,910/-.

The progress of construction activities at on-going projects such as Lok Mansarovar, Lok Prabhat and Lok Nirman is satisfactory. The funds derived from these on-going projects are being utilized for the expansion of the business of the Company. Further to strengthen itself fnancially, the Company has focused on improvising productivity and reducing its costs, utilizing its cash fow most effectively during the year under review.

To reduce its debt burden, constant interaction and settlement process with lenders is on-going. In that direction, the Company has settled and paid to 20 Institutions out of 21 Institutions. Negotiations and settlement process with remained Institution is reached on advanced stage.

“Remaking of Mumbai Housing Infrastructure & Finance Ltd. (ROMHIF) has submitted its proposal to redevelop around 30 acres of land (362 buildings and over 8000 tenements) in the Kalbadevi-Chira Bazar area in ‘C’ Ward of Mumbai. It proposes to demolish these old and dilapidated buildings and in their place construct high rise structure in the ear-marked plots. Your Company has 49% stake in the shareholding of Remaking of Mumbai Development Ltd. which is the holding Company for ROMHIF which intends to develop this Pilot project of 30 acres and then increasing its size to 232 acres in the ‘C’ Ward of Mumbai.

There has been a great deal of forward movement with regards to this redevelopment proposal in the island city of Mumbai. The proposal for redevelopment has got an approval In-principle from the High Powered Committee constituted under the chairmanship of the Municipal Commissioner. It has now been proposed to forward to the Urban Development Ministry of the state of Maharashtra for their consent. Meanwhile, ROMHIF has divided the 30 acre land into parcels of over 5 acres consisting of over 70 buildings each. It has already entered into an agreement with Unity Infrastructure Ltd for jointly developing the frst piece of 5 acres and is in fnal stages of negotiation for the next 5 acre lands with other like-minded developers.”

4. FIXED DEPOSITS:

The Company has not accepted/renewed any Fixed Deposits during the year under review. The Company had no outstanding Fixed Deposits at the close of the year under review.

5. IN-HOUSE MANUFACTURING ACTIVITIES:

During the year under review, Company has attained turnover of Rs.168.09 lacs by sale of concrete blocks, against Rs.177.57 lacs in the previous year.

6. DIRECTORS’ RESPONSIBILITY STATEMENT:-

In terms of section 217 (2AA) of the Companies Act, 1956, the Directors would like to state 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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the fnancial year and of the profit of the company for that period;

(iii) The directors have taken proper and suffcient 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 have prepared the annual accounts on a going concern basis.

7. CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of

Corporate Governance stipulated in Clause 49 of the Listing Agreement have been complied with. A separate Report on Governance along with the Auditors’ Certifcate on its compliance, forms part of this Report and is annexed hereto.

8. DIRECTORS:

Shri Prayag K. Parekh, Director of the Company left for his heavenly abode on 30th December, 2010. The untimely death of Shri Prayag K. Parekh was irreparable loss to the Company.

Shri Prayag K. Parekh was an Electrical Engineer by profession and later on he dedicated his life to mission set by Enlightened Soul Sri Sri Ravishankar who teaches the philosophy of “Art of Living” to the general masses.

Number of employees, under his able guidance, learnt the Art of Living course which teaches not only to lead spiritual life but also to withstand stress occurred during the day-to-day work of a person.

The Board placed on record his momentous contribution to the Company and expressed heart-felt condolence to the bereaved family.

Ms. Naina M. Shah, Director of the Company shall be retiring at the ensuing Annual General Meeting and she is eligible, for re-appointment.

Shri B.C. Jain resigned as a Director on 12th November, 2010. The Board places on record its appreciation of the services rendered by him during his tenure on the Board.

9. AUDITORS’ REPORT :

Notes to the Accounts are self-explanatory and therefore, do not call for any further clarifcation or explanation with respect to qualifcations made by the Auditors in their Report.

10. AUDITORS:

The Company’s Auditors, M/s. Bhupendra Shroff & Co., Chartered Accountants, Mumbai will hold offce upto the conclusion of the 26th Annual General Meeting and are eligible for re-appointment.

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

Information relating to Conservation of Energy, Technology Absorption etc. pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not provided as the same is not applicable to the Company.

Foreign Exchange earnings are Nil. Outgo on account of traveling expenses and Professional Fees during the year under review are Rs.Nil lacs.

12. PARTICULARS OF EMPLOYEES:

During the year under review, there is no employee who was in receipt of remuneration, which, in the aggregate, was not less than the sum prescribed under Section 217(2A) of the Companies Act, 1956. Hence, information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not forming part of this report.

13. PERSONNEL:

The Directors wish to place on record their sincere appreciation for the outstanding contribution and devoted services of employees at all levels of the Company during the year under review.

14. ACKNOWLEDGMENTS:

The Directors acknowledge the valued co-operation and continued support extended to the Company by its Bankers, Financial Institutions and various other lenders. The Directors also place on record their gratitude to various departments of Government of Maharashtra and Government of India and authorities of different Municipal Corporations of Maharashtra, Bombay Stock Exchange Ltd., Securities And Exchange Board of India and the Advisors for their valuable co-operation.

And to you our Shareholders, we are deeply grateful for the confdence and faith which you have always placed in us.

For and on behalf of the Board of Directors

DARSHAN L. GANDHI

Chairman & Managing Director Place: Mumbai.

Dated: 30th June, 2011.

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Mar 31, 2010

The Directors hereby present their Twentv-fifth Annual Report on the business operations of the Company along with the audited statement of accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS :

(Rs. in I.akhs)

Year Ended March 31st

2010 2009 Income 2930.77 2480.73

Profit / (Loss) before tax 312.55 307.76 Provision for taxation

a) Current Tax 53.10 32.00

b) Deferred Tax 188.90 226.00

c) Fringe Benefit Tax - 6.34

Net Profit / (Loss) After Tax 70.55 43.36

Add : Balance brought forward 5117.28 5073.92

Balance Carried to balance sheet 5187.83 5117.28

2. DIVIDEND :

Your Directors do not recommend any dividend for Financial Year ended 31st March, 2010.

3. REVIEW OF OPERATIONS :

The global financial crisis in the previous years which caused collapse of several international Financial Institutions including investment Banks, mortgage lenders and insurance Companies. In these difficult times when most economies are struggling to stay afloat, healthy GDP growth driven by combined forces of booming economy, favourable demographics and liberated foreign direct investment regime coupled with stimulus package introduced by Government of India on several fronts not only make India survive in challenging time but emerge as second fast growing economy in the world. In such conducive and vibrant scenario, real estate sector will get desired boost.

During the year under review, the Company achieved total income of Rs.2930.77 lacs as against Rs. 2480.73 lacs in the previous year. During the year, Company has earned Net Profit after tax of Rs. 70.55 lacs against Net Profit of Rs.43.36 lacs in the previous ear.

During the year under review, Shareholders had given their approval tor the following matters :

A) To issue GDRs/ADRs, OFIs and FCCBs to the maximum extent of US $200 Millions.

B) To raise amount up to Rs.400 Crores through QIP Mode.

C) To issue 50,00,000 convertible warrants to Promoter Group Company. The said Company has exercised its option to convert 16,66,600 Convertible Warrants into 16,66,600 equity- shares. The Board has approved conversion of warrants into aforesaid equity- shares as on 31st May, 2010. Paid-up capital of the Company to that extent has increased.

The Company has a land of approximately 3,29,704.64 sq. mtrs. at Ambernath in the suburbs of Mumbai. This land was subject to the provisions of Urban Land Ceiling Act, and due to Annulment of Urban Land Ceiling Act by the Government of Maharashtra, said land is available for development. Your Directors have taken required steps to generate resources from it for the progress of the Company.

It is a pleasure to inform you that the Company has repaid most of its debts due to number of Banks and Financial Institutions, except amount payable to State Bank of India, with whom settlement is executed and payments are under process.

The proposal for demolishing of old and dilapidated structures and construction of high rise buildings is under consideration with Government of Maharashtra. In this direction, Remaking of Mumbai Housing Infrastructure & Finance Ltd.(ROMHIF) has submitted its proposal to redevelop around 30 acres of land (362 buildings and over 8000 tenements) in the Kalbadevi-Chira Bazar area in C Ward of Mumbai. It proposes to demolish these old and dilapidated buildings and in their place construct high rise structure in the ear-marked plots. ROMHIF has been issued a letter by the High Power Committee(HPC) of the Govt of Maharashtra, expressing its support and requesting ROMHIF to convert the over 70% consent that it has received into appropriate format. ROMHIF has already begun the process for the same. Your Company has 49% stake in the shareholding of Remaking of Mumbai Development Ltd. which is the holding Company for ROMHIF which intends to develop this Pilot project of 30 acres and then increasing its size to 232 acres in theC Ward of Mumbai.

The progress of construction activities at on-going projects such as Lok Mansarovar, Lok Prabhat and Lok Nirman is satisfactory. The funds derived from these on-going projects are being utilized for the expansion of the business of the Company.

4. FIXED DEPOSITS :

The Company has not accepted/renewed any Fixed Deposits during the year under review. The Company had no outstanding Fixed Deposits at the close of the year under review.

5. IN-HOUSE MANUFACTURING ACTIVITIES :

During the year under review, Company has attained turnover of Rs.177.57 lacs by sale of concrete blocks, against Rs.129.28 lacs in the previous year.

6. DIRECTORS RESPONSIBILITY STATEMENT :-

In terms of section 217 (2AA) of the Companies Act, 1956, the Directors would like to state 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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

7. CORPORATE GOVERNANCE :

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance stipulated in Clause 49 of the Listing Agreement have been complied with. A separate Report on Governance along with the Auditors Certificate on its compliance, forms part of this Report and is annexed hereto.

8. DIRECTORS:

Shri Lalit C. Gandhi, Chairman & Managing Director of the Company left for his heavenly abode on 23rd March, 2010. The untimely death of Shri Lalit C. Gandhi was irreparable loss for the organization, as his guidance and wisdom was required the most. The Company has made good progress under his able guidance and contribution. His advice and suggestions reflected his wisdom and experience, and he had a remarkable capability to express the most profound thoughts in the most easily understood form. He was Ex-President of Maharashtra Chambers of Housing Industry.

His endeavors and steps towards make-over and Remaking of Mumbai City cannot be forgotten. He started with a mission in the direction of Remaking of Mumbai by constituting Remaking of Mumbai Federation, a NGO, having the objectives of protecting the life and property of over a two million people living in old and dilapidated buildings in the city of Mumbai and simultaneously vowed to improve the quality of life of people of Mumbai, and to transform Mumbai into a world class city, through the process of redevelopment of old, dilapidated and cess buildings together with planned infrastructure to support the new development.

The Board placed on record its deep sense of appreciation for the services rendered by him during his tenure as Chairman & Managing Director of the Company.

At the Board Meeting of the Company held on 26th March, 2010, the Board unanimously elected Shri Darshan L. Gandhi as Chairman & Managing Director of the Company. Shri Darshan L. Gandhi was assisting his father late Shri Lalit C. Gandhi for more than 15 years and he is quite capable of handling daunting tasks faced by any organization during the challenging times.

Shri Chiman J. Sanghavi, Director of the Company shall be retiring at the ensuing Annual General Meeting and he is eligible, for re-appointment.

Shri B.C.Jain was appointed as an Additional Director of the Company w.e.f. 26th March, 2010 under Section 260 of the Companies Act, 1956 and he shall hold office upto the date of the ensuing Annual General Meeting of the Company. Notice under Section 257 of the Companies Act, 1956 has been received togetherwith requisite amount of deposit from a Member, signifying his intention to propose Shri B.C.Jain as Director of the Company at the ensuing Annual General Meeting.

9. AUDITORS :

The Companys Auditors, M/s. Bhupendra Shroff & Co., Chartered Accountants, Mumbai will hold office upto the conclusion of the 25th Annual General Meeting and are eligible for re-appointment.

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

Information relating to Conservation of Enetgy, Technology Absorption etc. pursuant to Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors)

Rules, 1988 is not provided as the same is not applicable to the Company- Foreign Exchange earnings are Nil. Outgo on account of traveling expenses and Professional Fees during the year under review are Rs.3.35 lacs.

11. PARTICULARS OF EMPLOYEES :

During the year under review, there is no employee who was in receipt of remuneration, which, in the aggregate, was not less than the sum prescribed under Section 217(2A) of the - Companies Act, 1956. Hence, information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not forming part of this report.

12. PERSONNEL:

The Directors wish to place on record their sincere appreciation for the outstanding contribution and devoted services of employees at all levels of the Company during the year under review.

13. ACKNOWLEDGMENTS:

The Directors acknowledge the valued co-operation and continued support extended to the Company by its Bankers, Financial Institutions and various other lenders. The Directors also place on record their gratitude to various departments of Government of Maharashtra and Government of India and authorities of different Municipal Corporations of Maharashtra, Bombay Stock Exchange Ltd., Securities And Exchange Board of India and the Advisors for their valuable co-operation.

And to you our Shareholders, we are deeply grateful for the confidence and faith which you have always placed in us.

For and on behalf of the Board of Directors

DARSHAN L. GANDHI

CHAIRMAN & MANAGING DIRECTOR Place : Mumbai. Dated: 9th August, 2010.