Directors Report of MVL Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

Dear Members,

Your Directors are pleased to present the Ninth Annual Report and Company’s Audited Financial Statement for the Financial Year ended 31^st March, 2016.

1. FINANCIAL RESULTS

The company’s financial performance, for the year ended March 31^st, 2016 is summarized below :

(Rs. In lacs)

Particulars	Year ended 31.03.2016	Year ended 31.03.2015
Total Income	1626.89	4147.88
Profit from Ordinary activities before Exceptional Item	(457.32)	55.16
Profit from Ordinary activities before Tax	(457.32)	55.16
Less: Provision for Tax
Current Tax	-	14.99
Deferred Tax	(10.83)	0.01
Profit from Ordinary activities after Tax	(446.49)	40.16
Add: Write back of Excess Provisions	(21.39)	(14.43)
Net Profit for the period from Ordinary activities after Tax	(425.11)	54.59
Net Profit for the period	(425.11)	54.59

2. FINANCIAL OUTLOOK AND OPERATIONS

The Standalone revenue from operations of the Company for year ended March 31, 2016 was down by 60.78% to Rs. 1626.89 Lacs. The decline in turnover reflects volatile market conditions in real estate during the year. Standalone Profit before Tax decreased on a year on year basis from Rs. 55.16 Lacs to Rs. (457.32) Lacs. Standalone Profit after Tax was lower at Rs. (446.49) Lacs as against Rs. 40.16 Lacs in the previous year. There was some delay in getting the approvals from competent authorities and therefore some prominent projects of the Company could not be started on time. However, your Company will witness a growth oriented year 2016 as many new projects will commence during the year as their statutory approvals are likely to be obtained within current financial year.

The Consolidated revenue from operations of the Company for year ended March 31, 2016 was down by 60.78% to Rs. 1626.88 Lacs. Consolidated Profit before Tax decreased on a year on year basis from Rs. 54.18 Lacs to Rs. (458.15) Lacs.

3. PRESENT STATUS OF BANK LOANS

(i) Canara Bank has declared the loan account as NPA and has filed application under Section 19(4) of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-II, Delhi vide application dated 11.5.2015 for recovery of Rs. 93.91 crores along with interest upto the date of payment. Canara Bank has also issued notice dated 9.5.2015 under Section 13 (2) of Securitization and Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs. 93.64 crores along with further interest up to the date of payment. The issue of notice under SARFAESI Act, 2002 has been challenged by the company vide letter dated 9.7.2015. The Company’s proposal for One Time Settlement is under consideration of Bank.

(ii) UCO Bank has declared the loan account as NPA and has filed application under Section 19(4) of the Recovery of

Debts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-II, Delhi vide application dated 10.7.2014 for recovery of Rs. 43.62 crores along with interest upto the date of payment. UCO Bank has also issued notice dated 5.3.2014 under Section 13 (2) of Securitization and Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs. 40.00 crores along with further interest up to the date of payment. The issue of notice under SARFAESI Act, 2002 has been challenged by the company vide letter dated 6.5.2014. The Company’s proposal for One Time Settlement is under consideration of Bank.

(iii) Dena Bank has declared the loan account as NPA and company’s One Time Settlement proposal is under consideration of the Bank.

(iv) IFCI Ltd has declared the Loan Account as NPA and has filed application under section 19(4) of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-I Delhi vide application dated 19.12.2012 for recovery of Rs. 49.24 crores along with interest upto the date of payment. IFCI Ltd has also issued notice dated 8.12.2014 under section 13(4) of SARFAESI Act, 2002 claiming their dues. The Company’s proposal for One Time Settlement is under consideration of Bank.

(v) Sicom Limited has declared the Loan Account as NPA on 15.4.2015 and has also proceeded under Section 13 (4) of SARFAESI Act, 2002 claiming their dues of Rs. 47.10 crores against mortgaged property. The Company’s proposal for One Time Settlement is under consideration of Bank.

4. DIVIDEND

Keeping in view the business losses, the directors of your Company do not recommend any dividend for the year under review.

5. FIXED DEPOSITS

The Company has not accepted any public deposit and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Prem Adip Rishi and Mr. Praveen Kumar, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

During the year under review, Ms. Chetna Tyagi has resigned as Company Secretary of the Company w.e.f. 02^nd June, 2016. Further, Ms. Monika Agarwal be appointed as Company Secretary of the Company w.e.f. 2^rd June, 2016.

In terms of Section 149(7) of the Companies Act, 2013, Mr. Vinod Kumar Malik, Mr. Vijay Kumar Sood and Mrs. Kalpana Gupta, Independent Directors of the Company have given declarations to the Company to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Brief resumes of Directors proposed to be appointed or re-appointed, nature of their expertise in specific functional areas, names of Companies in which they hold directorships and their memberships/ chairmanships on Board Committees of various Companies, have been provided in the Corporate Governance Report.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your Directors state that:

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

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

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

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

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

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

8. POLICIES OF THE COMPANY

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.mvl.in.

The following policies of the Company are available on the website of the Company at www.mvl.in.

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

9. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The report on Corporate Governance as stipulated under the Listing Agreement and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and attached as Annexure I. The requisite certificate from Mr. V. Ramasamy, Proprietor of V. Ramasamy & Co., a firm of Practicing Company Secretary (Membership No. FCS 6191 and C.P. No. 6618) confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

10. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

11. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 45 to the financial statement which sets out related party disclosures.

In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC.2 are attached as Annexure - II to this Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The Company has three wholly owned Subsidiaries, namely MVL Developers Limited, Creative Pools Developers Private Limited and Udyan Horticultures Private Limited as on 31^st March, 2016. Further, Parisar Property Developers Private Limited has ceased to be the subsidiary of the Company w.e.f. 01^st April, 2015. The Company has no Joint Venture Company and no Associate Company. There has been no material change in the nature of the business of the subsidiaries and Associate Companies.

A report on the performance and financial position of each of the Subsidiaries as per the Companies Act, 2013 is provided in the prescribed Form AOC.1 as Annexure A to the Consolidated Financial Statement.

The Company is also presenting its Audited Consolidated Financial Statements, which form part of the Annual Report as required by the Listing Agreement and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the stock exchanges.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company’s subsidiaries for the financial year ended March 31, 2016 is included in the Annual Report.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

15. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

16. PARTICULARS OF EMPLOYEES

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - III to this Report.

However, information as per Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given in this Report, as no employee of your Company is covered as per provisions contained therein.

17. AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, who are the Statutory Auditors of the Company, holds office till the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Your Board recommends ratification of their appointment for the Financial Year 2016-17.

18. AUDITORS’ REPORT

1. Point no. 4 of Auditor Report per se is the opinion of the Auditor on certain points of notes to accounts attached to the financial statement for the period ended 31.03.2016. Since notes to accounts are part of financial statement prepared by the Company, the Company in the relevant points has explained the each situation which has arisen this time. The relevant clauses of notes to accounts along with Board’s response is as follows:-

i. Note No. 39 regarding non provision of interest with retrospective effect from 01.04.2014 vide Board Resolution dated 17.02.2015 on loans from banks and financial institutions declared as Non Performing Account (NPA): The

Board is of the opinion that the loan account with the banks and financial institutions which are NPA, are under advanced stage of settlement with these lenders. The lending banks and financial institutions are not providing for interest since the date of NPA on principles of prudence. Following the same principle and the expectations to get interest waivers on settlement, the Company has also not provided for such interest in books of accounts.

ii. Note No. 40 regarding non provision of advances to group companies considered doubtful of recovery and non provision of interest on one of the advance: The said advances to the group companies were given in lieu of loss suffered by these companies on account of guarantees provided to the lenders on our behalf. However, these advances are recoverable/ adjustable and that no provision is necessary at this stage. The Board is of the view that the Company is hopeful for their recovery during the ensuing year, so no provision has been created.

2. Point no. 6 of Auditor Report per se is the opinion of the Auditor on certain points of notes to accounts attached to the financial statement for the period ended 31.03.2016. Since notes to accounts are part of financial statement prepared by the Company, the Company in the relevant points has explained the each situation which has arisen this time. The relevant clauses of notes to accounts along with Board’s response is as follows:-

a. Note No. 49 regarding material uncertainty over the reliability of certain loans and advances claimed as given/ advanced for purchase/acquisition of land, rights, projects or properties which are pending either for transfer of property or refund of advances aggregating R. 6817.72 lacs as on 31.03.2016 (previous year Rs. 11780.53 lacs): The Board is of the view that such advances are made in normal course of business and either their contractual performance will be obtained or they will be recoverable in due course.

b. Note No. 50 regarding purchase of commercial space and included as part of inventory/WIP of the value of Rs. 3886.02 lacs: The Board is of the view that the said property is not a fixed asset but a current asset which will be resold. The title of the said property in the form of execution of Conveyance Deed will be completed at that time. However, it does not impact the financials of the Company.

c. Note No. 37 regarding non availability of confirmations in respect of some of the debit and/or credit balances: The Board is of the view that the company has its own internal audit system to monitor the reconciliations periodically; hence confirmations of all outstanding balances at the yearend are not taken.

19. SECRETARIALAUDITORSAND SECRETARIALAUDIT REPORT

The Board has appointed Mr. V. Ramasamy, Partner, RSMV & Co., Company Secretaries (Membership No. FCS 6191, C.P.

No. 6618), to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year

ended March 31, 2016 is annexed herewith and marked as Annexure IV to this Report.

The observations of Secretarial Auditor are self-explanatory except their remark on the below points alongwith Board’s

response is as follows:-

i. The company has granted loan to its related companies. The company did not charge any interest from the related companies: The Board is giving their explanation to the same in their report to the shareholders at S.No. 18.1.ii above.

ii. The company has not deposited the PF, ESI, Labour Welfare Fund (LWF), TDS, VAT and Works Contract Tax (WCT) amount deducted from the various entities within stipulated time: The Board explains that however, there are some delays in depositing PF, ESI, Labour Welfare Fund (LWF), TDS, VAT and Works Contract Tax (WCT) during the year, but all liabilities pertaining to PF, ESI, Labour Welfare Fund (LWF), TDS, VAT and Works Contract Tax (WCT) will be cleared very shortly.

iii. Compliances with SEBI (LODR) Regulations, 2015: The Board is of the opinion that observation on this point is based on the facts and need no comments from the Board.

iv. There are disputes with Income Tax and Service Tax Authorities, the proceedings of which are at various stages: The Board is of the opinion that observation on this point is based on the facts and need no comments from the Board.

v. Status of Bank Loans: The Board is of the opinion that observation on this point is based on the facts and need no comments from the Board.

vi. The Report of the Statutory Auditors on the Financial Statement for the Financial Year 2015-16 is qualified on the basis of the Notes on Accounts (37, 39, 40, 49 and 50): The Board is giving their explanation to the same in their report to the shareholders at S.No. 18 above.

vii. There are 165 cases initiated by and against the company under the different Acts: The Board is of the opinion that observation on this point is based on the facts and need no comments from the Board.

20. MEETINGS OF THE BOARD

Fifteen (15) meetings of the Board of Directors were held during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

21. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 furnished in Form MGT-9 is annexed herewith as Annexure V.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

As per the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, the Audit Committee consists of the following members:

a. Mrs. Kalpana Gupta

b. Mr. Vijay Kumar Sood

c. Mr. Rakesh Gupta

The above composition of the Audit Committee consists of Independent Directors viz., Mrs. Kalpana Gupta and Mr. Vijay Kumar Sood who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

23. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has set up a Stakeholders Relationship Committee comprising of Mrs. Kalpana Gupta (Chairman), Mr. Prem Adip Rishi and Mr. Vijay Kumar Sood as other Members. The details of the Committee are furnished at S.No. 3(b) of Report of Corporate Governance of this Annual Report.

24. NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has set up a Nomination and Remuneration Committee comprising of Mrs. Kalpana Gupta (Chairman), Mr. Vinod Kumar Malik and Mr. Prem Adip Rishi as other Members. The details of the Committee are furnished at S.No. 3(c) of Report of Corporate Governance of this Annual Report.

25. CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy and technology absorption are not applicable to the Company.

26. RESEARCH AND DEVELOPMENT

Since the market scenario and technologies are changing rapidly, Research and Development (R&D) is important to ensure that Company increases its market share. The Company has always attempted to use the latest and advanced technology for its product lines, but keeping pace with current technological developments is becoming difficult for want of capital. The slow down in the economy and higher interest costs has also deterred the further research and development activities of the company to keep it abreast with the current technological changes.

27. FOREIGN EXCHANGE EARNING AND OUTGO

a) Foreign Exchange Earnings Rs. Nil

b) Foreign Exchange Outgo Rs. Nil

28. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the listing agreement, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

29. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

30. SIGNIFICANT AND MATERIAL ORDERS BY ANY COURTS OR TRIBUNALS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company’s operations in future.

31. ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the continuous assistance and support received from the investors, bankers, regulatory and government authorities during the period.

Your Directors also place on record their appreciation for the contributions made by employees at various levels, to the growth and success of the Company.

By Order of the Board of Directors For MVL Limited

Sd/- Sd/-

Place: New Delhi (Prem Adip Rishi) (Rakesh Gupta)

Date : 25th August, 2016 Managing Director Whole Time Director & Chief Financial Officer

Registered Office:

1201B, 12^th Floor, Hemkunt Chamber,

89 Nehru Place,

New Delhi-110019 Tel: [phone]

E-mail: [e-mail]

Website: www.mvl.in CIN : L45200DL2006PLC154848

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Mar 31, 2015

The Directors are pleased to present the Eighth Annual Report and Company's Audited Financial Statement for the Financial Year ended 31st March, 2015.

1. FINANCIAL RESULTS

The company's financial performance, for the year ended March 31st, 2015 is summarized below :

(Rs. In lacs)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Total Income 4147.88 7200.46

Profit from Ordinary activities before Exceptional Item 55.16 52.81 Profit from Ordinary activities before Tax 55.16 52.81 Less: Provision for Tax

Current Tax 15.00 25.00

Deferred Tax - (5.41)

Profit from Ordinary activities after Tax 40.16 33.22

Add: Write back of Excess Provisions (14.43) (788.24)

Net Profit for the period from Ordinary activities after Tax 54.59 821.46

Net Profit for the period 54.59 821.46

2. FINANCIAL OUTLOOK AND OPERATIONS

The Standalone revenue from operations of the Company for year ended March 31, 2015 was down by 42.39% to Rs. 4147.88 Lacs. The decline in turnover reflects volatile market conditions in real estate during the year. Standalone Profit before Tax increased by 4.45% on a year on year basis from Rs. 52.81 Lacs to Rs. 55.16 Lacs. Standalone Profit after Tax was higher by 20.89% at Rs. 40.16 Lacs as against Rs. 33.22 Lacs in the previous year. There was some delay in getting the approvals from competent authorities and therefore some prominent projects of the Company could not be started on time. However, your Company will witness a growth oriented year 2015 as many new projects will commence during the year as their statutory approvals are likely to be obtained within current financial year.

The Consolidated revenue from operations of the Company for year ended March 31, 2015 was down by 42.39% to Rs. 4147.88 Lacs. Consolidated Profit before Tax increased by 4.98% on a year on year basis from Rs. 51.61 Lacs to Rs. 54.18 Lacs.

3. PRESENT STATUS OF BANK LOANS

(i) During the year, Canara Bank has declared the loan account as NPA. The Company has objected to the said classification because it is in contravention to the guidelines issued by Reserve Bank of India, and has invoked the arbitration clause. The matter is pending for adjudication.

(ii) UCO Bank has declared the loan account as NPA and has filed application under Section 19(4) of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-II, Delhi vide application dated 10.7.2014 for recovery of Rs. 43.62 crores along with interest upto the date of payment. UCO Bank has also issued notice dated 5.3.2014 under Section 13 (2) of Securitization and Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs. 40.00 crores along with further interest up to the date of payment. The issue of notice under SARFAESI Act, 2002 has been challenged by the company vide letter dated 6.5.2014.

(iii) Dena Bank has declared the loan account as NPA and company's restructuring proposals is under consideration of the Bank.

(iv) IFCI Ltd has declared the Loan Account as NPA and has filed application under section 19(4) of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-I Delhi vide application dated 19.12.2012 for recovery of Rs. 49.24 crores along with interest upto the date of payment. IFCI Ltd has also issued notice dated 8.12.2014 under section 13(4) of SARFAESI Act, 2002 claiming their dues, and the same has been challenged by the company under section 17 before DRT Jaipur. An interim stay has been granted by DRT Jaipur vide its Order dated 11.02.2015.

4. DIVIDEND

Keeping in view the future growth plans of the Company and requirement of fund for such plans, the directors of your Company do not recommend any dividend for the year under review.

5. FIXED DEPOSITS

The Company has not accepted any public deposit and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Kalpana Gupta and Mr. Vijay Kumar Sood, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

During the year under review, Mr. Vinod Kumar Khurana has ceased to exist as Director of the Company w.e.f. 12th January, 2015. Mr. Vinod Kumar Malik has also resigned from directorship of the Company w.e.f 22nd March, 2015 and again has been appointed as Additional Director of the Company w.e.f. 23rd March, 2015. It is also proposed to appoint him as Independent Director and a resolution is proposed for approval of shareholders.

During the year under review, Mr. Rakesh Gupta has been re- designated as Whole Time Director & Chief Financial Officer of the Company with effect from 1st February, 2015.

In terms of Section 149(7) of the Companies Act, 2013, Mr. Vijay Kumar Sood, Mr. Vinod Kumar Malik and Mrs. Kalpana Gupta, Independent Directors of the Company have given declarations to the Company to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Brief resumes of Directors proposed to be appointed or re-appointed, nature of their expertise in specific functional areas, names of Companies in which they hold directorships and their memberships/ chairmanships on Board Committees of various Companies, have been provided in the Corporate Governance Report. However, brief resume of Mr. Rakesh Gupta re- designated as Whole Time Director & Chief Financial Officer of the Company, as required under Clause 49 of the Listing Agreement and Companies Act 2013, forms part of the Notice convening the AGM.

7. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

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

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

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

8. POLICIES OF THE COMPANY

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.mvl.in.

The following policies of the Company are attached herewith marked as Annexure I and Annexure II:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

9. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report and attached as Annexure III. The requisite certificate from Mr. V. Ramasamy, Proprietor of V. Ramasamy & Co., a firm of Practicing Company Secretary (Membership No. FCS 6191, C.P. No. 6618) confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

10. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

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

11. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 45 to the financial statement which sets out related party disclosures.

In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC.2 are attached as Annexure - IV to this Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The Company has four wholly owned Subsidiaries, namely MVL Developers Limited, Creative Pools Developers Private Limited, Parisar Property Developers Private Limited and Udyan Horticultures Private Limited as on 31st March, 2015. The Company has no Joint Venture Company. The Company has two Associate Companies, namely Falcon Techno systems Limited and Shri Tirupati Balaji Electronics Private Limited. There has been no material change in the nature of the business of the subsidiaries and Associate Companies.

A report on the performance and financial position of each of the Subsidiaries and Associates Companies as per the Companies Act, 2013 is provided in the prescribed Form AOC.1 as Annexure A to the Consolidated Financial Statement.

The Company is also presenting its Audited Consolidated Financial Statements, which form part of the Annual Report as required by the Listing Agreement with the stock exchanges.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2015 is included in the Annual Report.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

15. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

16. PARTICULARS OF EMPLOYEES

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – V to this Report.

However, information as per Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given in this Report, as no employee of your Company is covered as per provisions contained therein.

17. AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, who are the Statutory Auditors of the Company, holds office till the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Your Board recommends ratification of their appointment for the Financial Year 2015-16.

18. AUDITORS' REPORT

Point no. 4 of Auditor Report per se is the opinion of the Auditor on certain points of notes to accounts attached to the financial statement for the period ended 31.03.2015. Since notes to accounts are part of financial statement prepared by the Company, the Company in the relevant points has explained the each situation which has arisen this time. The relevant clauses of notes to accounts along with Board's response is as follows:-

i. Note No. 37 regarding non availability of confirmations in respect of some of the debit and/or credit balances: The Board is of the view that the company has its own internal audit system to monitor the reconciliations periodically; hence confirmations of all outstanding balances at the yearend are not taken.

ii. Note No. 38 regarding non provision of penal interest on loans declared as NPA: The Banks & Financial Institutions are not providing interest on NPA Loans as per prudential norms of Reserve Bank of India. These loans are under settlement/restructuring with the Banks/Financial Institutions. Therefore, the Board is of the opinion that interest and penal interest will be booked after such settlement/ restructuring only. The Board has decided to follow uniform policy on this matter w.e.f. 1st April, 2014.

iii. Note No. 39 regarding non provision of interest with retrospective effect from 01.04.2014 vide Board Resolution dated 17.02.2015 on loans from banks and financial institutions declared as Non Performing Account (NPA): The Board is of the opinion that as a result of non provision of said interest of Rs.32,39,14,890/- payable on NPA Account as per last agreed terms : -

a) Revenue from operation has been understated by Rs. 26,14,60,650/- arising out of percentage of completion (POC) method of accounting, due to non-capitalization of interest directly attributable to project work-in-progress.

b) Loss from operation has been understated by Rs. 6,24,54,240/-on account of non provision of interest of Rs.32,39,14,890/- and short booking of sales by Rs. 26,14,60,650/-.

iv. Note No. 40 regarding non provision of advance to an associate company considered doubtful of recovery and non provision of interest on the said loan: The said loan was agreed to be provided to related company during financial year 2013-14, to clear their urgent liabilities towards Banks/ Financial Institutions. The Board is of the view that the Company is hopeful for their recovery during the ensuing year, so no provision has been created.

19. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Manoj Sharma, Partner, RSMV & Co., Company Secretaries (Membership No. FCS 7516 and C.P. No. 11571), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith and marked as Annexure VI to this Report.

The observations of Secretarial Auditor are self-explanatory except their remark on the below points along with Board's response is as follows:- i. The company has granted loan to its related company. The company did not charge any interest from the related company : The Board is giving their explanation to the same in their report to the shareholders at S.No. 18. iv above.

ii. The Report of the Statutory Auditors on the Financial Statement for the Financial Year 2014-15 is qualified on the basis of the Notes on Accounts (37, 38, 39 and 40): The Board is giving their explanation to the same in their report to the shareholders at S.No. 18. i to 18.iv above.

iii. PF for the months of February 2015 & March 2015 and ESI for the months of January 2015 to March 2015 are yet to be paid to the authorities: The Board explains that however, there are some delays in depositing PF and ESI during the year, but all liabilities pertaining to PF and ESI will be cleared very shortly.

iv. During the year Security Exchange Board of India (SEBI) has passed an order dated 19.12.2014 declaring violation of collective investment scheme for not taking advance permission in respect of collection received for IBC, Gurgaon project in terms of Section 11AA of SEBI ACT: The Board explains that the company has challenged the said order, requiring the company to refund the total collection by filling an appeal before Securities Appellate Tribunal (SAT), which is pending for the final adjudication.

v. There are disputes with Income Tax Authorities, the proceedings of which are at various stages: The Board is of the opinion that observation on this point is based on the facts and need no comments from the Board.

vi. Status of Bank Loans: The Board is of the opinion that observation on this point is based on the facts and need no comments from the Board.

vii. There are 151 cases initiated by and against the company under the different Acts: The Board is of the opinion that observation on this point is based on the facts and need no comments from the Board.

20. MEETINGS OF THE BOARD

Sixteen (16) meetings of the Board of Directors were held during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

21. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 furnished in Form MGT-9 is annexed herewith as Annexure VII.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

As per the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, the Audit Committee consists of the following members:

a. Mrs. Kalpana Gupta

b. Mr. Vijay Kumar Sood

c. Mr. Rakesh Gupta

The above composition of the Audit Committee consists of Independent Directors viz., Mrs. Kalpana Gupta and Mr. Vijay Kumar Sood who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

23. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has set up a Stakeholders Relationship Committee comprising of Mrs. Kalpana Gupta (Chairman), Mr. Prem Adip Rishi and Mr. Vijay Kumar Sood as other Members. The details of the Committee are furnished at S.No. 3(b) of Report of Corporate Governance of this Annual Report.

24. NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has set up a Nomination and Remuneration Committee comprising of Mrs. Kalpana Gupta (Chairman), Mr. Vinod Kumar Malik and Mr. Prem Adip Rishi as other Members. The details of the Committee are furnished at S.No. 3(c) of Report of Corporate Governance of this Annual Report.

25. CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy and technology absorption are not applicable to the Company.

26. RESEARCH AND DEVELOPMENT

Since the market scenario and technologies are changing rapidly, Research and Development (R&D) is important to ensure that Company increases its market share. The Company has always attempted to use the latest and advanced technology for its product lines, but keeping pace with current technological developments is becoming difficult for want of capital. The slow down in the economy and higher interest costs has also deterred the further research and development activities of the company to keep it abreast with the current technological changes.

28. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

29. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

30. SIGNIFICANT AND MATERIAL ORDERS BY ANY COURTS OR TRIBUNALS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.

However, during the year Securities and Exchange Board of India (SEBI) has passed an order dated 19.12.2014 declaring violation of Collective Investment Scheme for not taking advance permission in respect of collection received for IBC, Gurgaon project in terms of section 11AA of SEBI Act. The company has challenged the said order, requiring the company to refund the total collection by filling an appeal before Securities Appellate Tribunal (SAT), which is pending for final adjudication.

31. ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the continuous assistance and support received from the investors, bankers, regulatory and government authorities during the period.

Your Directors also place on record their appreciation for the contributions made by employees at various levels, to the growth and success of the Company.

By Order of the Board of Directors

For MVL Limited



Sd/- Sd/-

Place: New Delhi (Prem Adip Rishi) (Rakesh Gupta)

Date : 25thAugust, 2015 Managing Director Whole Time Director & Chief

Financial Officer

Registered Office:

1201B, 12th Floor,

Hemkunt Chamber,

89 Nehru Place,

New Delhi-110019

Tel: [phone]

E-mail: [e-mail]

Website: www.mvl.in

CIN : L45200DL2006PLC154848

---

Mar 31, 2014

To the Members

The Directors have immense pleasure in presenting the 7th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS (Rs. In lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Income 7200.46 8539.26

Profit from Ordinary activities before Exceptional Item 52.81 103.45

Profit from Ordinary activities before Tax 841.05 996.96

Less: Provision for Tax

- Current Tax 25.00 50.00

- Deferred Tax (5.41) (22.45)

Profit from Ordinary activities after Tax 821.46 969.41

2. FINANCIAL OUTLOOK AND OPERATIONS

During the year under review, despite volatile market conditions in real estate, Company recorded a Turnover of Rs. 7200.46 lacs and Profit after Ta x of Rs. 821.46 lacs. There was some delay in getting the approvals from competent authorities and therefore some prominent projects of the Company could not be started on time. However, your Company will witness a growth oriented year 2014 as many new projects will commenced during the year as their statutory approvals are obtained.

3. DIVIDEND

Keeping in view the future growth plans of the Company and therefore requirement of fund for such plans, the directors of your Company do not recommend any dividend for the year under review.

4. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The Company has four wholly owned Subsidiaries, namely MVL Developers Limited Creative Pools Developers Private Limited, Parisar Property Developers Private Limited and Udyan Horticultures Private Limited as on 31st March, 2014. There has been no material change in the nature of the business of the subsidiaries.

The Company is also presenting its Audited Consolidated financial statements, which form part of the Annual Report as required by the Listing Agreement with the stock exchanges.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss

and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report.

5. DIRECTORS

The Company had pursuant to the provisions of Clause 49 of the Listing Agreements entered into with the Stock Exchanges, appointed Mr. Vinod Malik, Mr. Vijay Kumar Sood, Mr. Vinod Kumar Khurana and Mrs. Kalpana Gupta as Independent Directors of the Company.

As per Section 149(4) of the Companies Act, 2013 which came into effect form April 1, 2014, every listed public company is required to have atleast 1/3rd of the total number of directors as Independent Directors. In accordance with the provisions of Section 149 of the Companies Act, 2013, these directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Mr. Prem Adip Rishi and Mr. Rakesh Gupta, Directors of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

During the year under review, Mr. Praveen Kumar ceased to be the Whole Time Director of the Company w.e.f. 30.11.2013 but has continued as Director. However, later after mutual discussion with the Board, he again expressed his willingness to be appointed as Whole Time Director. Therefore, the Board of Directors recommended the appointment of Mr. Praveen Kumar as Whole Time Director for a term of five years w.e.f. 01.08.2014 subject to the approval of shareholders in this meeting.

Further during the year under review, Mr. Rakesh Gupta, who is presently the Director of the Company, be appointed as Whole Time Director of the Company w.e.f. 1st December, 2013.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state and confirm as under:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year as on 31st March, 2014 and the Profit of the Company for that year;

c) 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;

d) That the annual accounts have been prepared on a going concern basis.

7. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

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

8. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

A detailed report on corporate governance of the Company is enclosed. Mr. R.S. Bhatia, Practicing Company Secretary has certified compliance with requirement of corporate governance in relation to clause 49 of the Listing Agreement.

9. FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

10. AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, it is proposed to appoint M/s. Arun Kishore & Co. Chartered Accountants as Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting till the conclusion of 10th Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of their appointment at every Annual General Meeting).

The Company has received letter from M/s. Arun Kishore & Co., Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

11. AUDITORS'' REPORT

a. The Auditors'' Report to the members together with Audited Accounts for the year ended 31st March, 2014 and notes thereon are attached, which are self-explanatory except their remark regarding leave encashment, to which the Board explains that provision of leave encashment are made by the Company of its own estimates, rather than on actuarial valuation basis in terms of Accounting Standard AS-15.

b. Point no. 6 of Auditor Report per se is the opinion of the Auditor on Note No. 37 regarding non availability of confirmations in respect of some of the debit and/or credit balances of trade receivables, trade payable, loans, advances, bank account and deposits. The Board explains that the company has its own internal audit system to monitor the reconciliations periodically, hence confirmations of all outstanding balances at the year end are not taken.

12. PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 does not form part of this Report, as no employee of your Company is covered as per provisions contained therein.

13. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Although the rules of Conservation of Energy are not applicable on the Company yet every effort have been made to conserve the energy and absorption of technology in the development of the projects.

15. ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the continuous assistance and support received from the investors, bankers, regulatory and government authorities during the period.

Your Directors also place on record their appreciation for the contributions made by employees at various levels, to the growth and success of the Company.

By Order of the Board of Directors For MVL Limited

Sd/- Sd/-

Place: New Delhi (Prem Adip Rishi) (Rakesh Gupta) Date : 25th August, 2014 Managing Director Whole Time Director

Registered Office: 1201B, 12th Floor, Hemkunt Chamber, 89 Nehru Place, New Delhi-110019 Tel: [phone] E-mail: [e-mail] Website: www.mvl.in CIN : L45200DL2006PLC154848

---

Mar 31, 2013

To the Members

The Directors have immense pleasure in presenting the 6th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS (Rs. In lacs)

Particulars Year ended Year ended 31.03.2013 31.12.2011

Total Income 8539.26 15656.40

Profit from Ordinary activities before Exceptional Item 103.45 2121.59

Profit from Ordinary activities before Tax 103.45 2121.59

Less: Provision for Tax

Current Tax 50.00 680.00

Deferred Tax (22.45) 0.88

Profit from Ordinary activities after Tax 75.90 1440.71

2. FINANCIAL OUTLOOK AND OPERATIONS

During the year under review, despite volatile market conditions in real estate, Company recorded a Turnover of Rs. 8539.26 lacs and Profit after Tax of Rs. 75.90 lacs. There was some delay in getting the approvals from competent authorities and therefore some prominent projects of the Company could not be started on time. However, your Company will witness a growth oriented year 2013 and many new projects will be added in its project list. Since, during the year under review, the Company has decided not to pursue its hospitality business activity and focus on its core Real Estate business, the land acquired for developing a 5 star hotel in Neemrana, Rajasthan shall be utilized for a residential project. The financial results of the Company for the year include only figures of Real Estate business.

3. EXTENSION OF ACCOUNTING YEAR

During the year under review, the Company has vide board resolution dated 10.12.2012 extended its accounting period by three months i.e. from 31st December to 31st March. As a consequence of the said change in this period the statement of profit and loss figures are for fifteen months ending 31.03.2013, whereas the comparative figures for previous year are for twelve months ending 31.12.2011.

4. SHIFTING OF REGISTERED OFFICE

During the year under review, the Company has shifted its registered office from B-86/1, Okhla Industrial Area, Phase-II, New Delhi-110020 to 1201 B, 12th Floor, Hemkunt Chamber, 89, Nehru Place, New Delhi-110019.

5. DIVIDEND

Keeping in view the future growth plans of the Company and therefore requirement of fund for such plans, the directors of your Company do not recommend any dividend for the year under review.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The Company has four wholly owned Subsidiaries, namely MVL Developers Limited, Creative Pools Developers Private Limited, Parisar Property Developers Private Limited and Udyan Horticultures Private Limited as on 31st March, 2013.

Statement specified in Section 212 of the Companies Act, 1956 relating to Subsidiary Companies are attached to this report. The Company is also presenting its Audited Consolidated financial statements, which form part of the Annual Report as required by the Listing Agreement with the stock exchanges.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vinod Kumar Khurana and Mr. Vinod Malik, Directors of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Further, during the year under review, Mr. Prem Adip Rishi be appointed as Managing Director w.e.f. 1st August, 2012.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state and confirm as under:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year as on 31st March, 2013 and the Profit of the Company for that period;

c) 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;

d) That the annual accounts have been prepared on a going concern basis.

9. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report is annexed hereto and forms part of Directors'' Report.

10. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

A detailed report on corporate governance of the Company is enclosed. A practicing Company Secretary has certified compliance with requirement of corporate governance in relation to clause 49 of the Listing Agreement.

11. FIXED DEPOSITS

The Company has not received any fixed deposit from the public.

12. AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, New Delhi, the Statutory Auditors, retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re-appointed. They have furnished a certificate stating that their re-appointment would be within the limits specified under section 224(IB) of the Companies Act, 1956.

The Audit Committee and the Board recommends the re-appointment of M/s Arun Kishore & Co.

13. AUDITORS'' REPORT

The Auditors'' Report to the members together with Audited Accounts for the year ended 31st March, 2013 and notes thereon are attached, which are self-explanatory except their remark regarding unconfirmed balances, to which the board provides the following explanation:

(i) Non-provision of doubtful debts and advances: Company is hopeful for their recovery during the ensuing year, so no provision has been created.

(ii) Unconfirmed balances: Company has its own internal Audit system to monitor the reconciliation periodically, hence, confirmation of all outstanding balances at the year end are not taken.

14. PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended is as follows:

* Remuneration includes the basic salary and allowances.

15. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Although the rules of Conservation of Energy are not applicable on the Company yet every effort have been made to conserve the energy and absorption of technology in the development of the projects.

16. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings Rs. Nil

b) Foreign Exchange Outgo

- For Traveling Rs. 19.96 lacs

- For others Rs. 27.57 lacs

17. ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the continuous assistance and support received from the investors, bankers, regulatory and government authorities during the period.

Your Directors also place on record their appreciation for the contributions made by employees at various levels, to the growth and success of the Company.

By Order of the Board of Directors

For MVL Limited

Sd/- Sd/-

Place: New Delh (Prem Adip Rishi) (Rakesh Gupta)

Date : 30th May, 2013 Managing Director Director

---

Dec 31, 2011

The Directors have immense pleasure in presenting the 5th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st December, 2011.

FINANCIAL RESULTS

(Rs. in lakh) Particulars Year ended Year ended 31.12.2011 31.12.2010

Total Income 15656.40 19369.50

Profit Before Tax 2121.59 2843.88

Profit after prior period adjustment 2121.59 2844.36

Less: Provision for Tax 680.88 949.97

Profit After Tax 1440.71 1894.39

Profit available for appropriation 5926.79 5036.63

Appropriation: -

Proposed Dividend on Equity Shares - 300.62

Provision for Dividend Tax - 49.93

Transfer to General Reserve 200.00 200.00

Balance Carried Forward 5726.79 4486.08

FINANCIAL OUTLOOK AND OPERATIONS

During the year under review, despite volatile market conditions in real estate, Company recorded a Turnover of Rs. 15656.40 lakh and Profit after Tax of Rs. 1440.71 lakh. There was some delay in getting the approvals from competent authorities and therefore some prominent projects of the Company could not be started on time. However, your Company will witness a growth oriented year 2012 and many new projects will be added in its project list.

DIVERSIFICATION AND FUTURE PLANNING

The Company, besides its current real estate activities, felt the need of diversifying into other business activities which having synergy with its current business profile and so diversified into a promising sector i.e. 'hospitality'. The Company has already started the process and has acquired a prime land for developing a 5 star hotel in Neemrana, Rajasthan and collaborated with an international renowned hospitality brand. This project will establish your Company as a valuable contributor to the hospitality sector. Further, to add on in its hospitality division the Company has allocated a prime land in its projects, River City, Yamuna Nagar for developing a class hotel and club house which is the need of that area and will further add significant figures in Company's top and bottom line.

DIVIDEND

Keeping in view the future growth plans of the Company and therefore requirement of fund for such plans, the directors of your Company do not recommend any dividend for the year under review.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The Company has four wholly owned Subsidiaries, namely MVL Developers Limited, Creative Pools Developers Private Limited, Parisar Property Developers Private Limited and Udyan Horticultures Private Limited as on December 31, 2011.

Statement specified in Section 212 of the Companies Act, 1956 relating to Subsidiary Companies are attached to this report. The Company is also presenting its Audited Consolidated financial statements, which form part of the Annual Report as required by the Listing Agreement with the stock exchanges.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rakesh Gupta and Mrs. Kalpana Gupta, Directors of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Further, during the year under review, one of Director, Mr. Anukool Rishi ceased to exist due to his death on 19th February, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state and confirm as under:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year as on 31st December, 2011 and the Profit of the Company for that period;

c) 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;

d) That the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report is annexed hereto and forms part of Directors' Report.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

A detailed report on corporate governance of the Company is enclosed. A practicing Company Secretary has certified compliance with requirement of corporate governance in relation to clause 49 of the Listing Agreement.

FIXED DEPOSITS

The Company has not received any fixed deposit from the public.

AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, New Delhi, the Statutory Auditors, retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re-appointed. They have furnished a certificate stating that their re-appointment would be within the limits specified under section 224(IB) of the Companies Act, 1956. The Audit Committee and the Board recommends the re-appointment of M/s Arun Kishore & Co.

AUDITORS' REPORT

The Auditors' Report to the members together with Audited Accounts for the year ended 31st December, 2011 and notes thereon are attached, which are self-explanatory except their remark regarding unconfirmed balances, to which the board provides the following explanation:

Unconfirmed balances: Company has its own internal Audit system to monitor the reconciliation periodically, hence, confirmation of all outstanding balances at the year end are not taken.

PARTICULARS OF EMPLOYEES

There was no employee who was in receipt of remuneration as prescribed in Section 217 (2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Although the rules of Conservation of Energy are not applicable on the Company yet every effort have been made to conserve the energy and absorption of technology in the development of the projects.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no Foreign Exchange Earnings during this financial year. However, there was outgo of Foreign Exchange to the tune of Rs. 219.19 lakh on account of foreign travel.

ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the continuous assistance and support received from the investors, bankers, regulatory and government authorities during the period.

Your Directors also place on record their appreciation for the contributions made by employees at various levels, to the growth and success of the Company.

By Order of the Board of Directors

For MVL Limited

Sd/- Sd/-

Place : New Delhi (Prem Adip Rishi) (Rakesh Gupta)

Date : 15th May, 2012 Director Director

---

Dec 31, 2010

The Directors have immense pleasure in presenting the 4th Annual Report and Audited Statement of Accounts for the year ended 31st December, 2010.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended Year ended 31.12.2010 31.12.2009

Total Income 19,369.50 17,810.30

Profit Before Tax 2,843.88 2,546.84

Profit after prior period adjustment 2,844.36 2,546.84

Less: Provision for Tax 949.97 503.83

Profit After Tax 1,894.39 2,043.01

Profit available for appropriation 5,036.63 3,654.75

Appropriation: -

Proposed Dividend on Equity Shares 300.62 267.12

Provision for Dividend Tax 49.93 45.39

Transfer to General Reserve 200.00 200.00

Balance Carried Forward 4,486.08 3,142.24

FINANCIAL OUTLOOK AND OPERATIONS

During the year, your companys turnover has been Rs. 19,369.50 lacs with Profit before Tax of Rs. 2,843.88 lacs.

Your company has currently 7 projects out of which three projects of the company are in construction phase and the remaining projects are in development stage.

Your company is focused on improving productivity, reducing costs and utilized its cash flows most effectively during the period under review.

DIVIDEND

The Board of Directors have recommended a dividend of Rs. 0.05 per share for the year ended 31st December, 2010, subject to approval of shareholders. The dividend is free of tax in the hands of shareholders.

SPLIT OF FACE VALUE OF SHARES

During the year under review, the Company has subdivided every one equity share of Rs. 2/- each into 2 (two) equity shares of Re. 1/- each with effect from 18th November, 2010.

LISTING OF SHARES

During the year under review, 67,000,000 equity shares of Re. 1/- each allotted on 12/01/2011 to the shareholders of M/s Balaji Tirupati Buildcon Limited, pursuant to scheme of amalgamation under section 391-394 of the Companies Act, 1956 as approved by Honble High Court of Delhi vide its order dated 08/10/2010 and the shares were listed at NSE and BSE vide their circular no. NSE/CML/17113 dated 28.02.2011 and 20110228-15 dated 28.02.2011 respectively, giving trading permission w.e.f. 1st March, 2011.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The Company has its one wholly owned Subsidiary, namely MVL Developers Limited as on December 31, 2010. The results of MVL Developers Limited are attached to this Report along with the Statement specified in Section 212 of the Companies Act, 1956. The Company is also presenting its Audited Consolidated financial statements, which form part of the Annual Report as required by the Listing Agreement with the stock exchanges.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vijay Kumar Sood, Mr. Anukool Rishi and Mr. Prem Adip Rishi, Directors of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Further, during the year under review, the tenure of appointment of Mr. Praveen Kumar, Whole Time Director of the Company comes to an end as on 30.11.2010. The Board of Directors recommended the re-appointment of Mr. Praveen Kumar for a further term of three years w.e.f 01.12.2010 subject to the approval of shareholders in this meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state and confirm as under:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year as on 31st December, 2010 and the Profit of the Company for that period;

c) 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;

d) That the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report is annexed hereto and forms part of Directors Report.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

A detailed report on corporate governance of the Company is enclosed. A practicing Company Secretary has certified compliance with requirement of corporate governance in relation to clause 49 of the Listing Agreement.

FIXED DEPOSITS

The Company has not received any fixed deposit from the public.

AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, New Delhi, the Statutory Auditors, retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re-appointed. They have furnished a certificate stating that their re-appointment would be within the limits specified under section 224(IB) of the Companies Act, 1956.

The Audit Committee and the Board recommends the re- appointment of M/s Arun Kishore & Co.

AUDITORS REPORT

The Auditors Report to the members together with Audited Accounts for the year ended 31st December, 2010 and notes thereon are attached, which are self-explanatory except their remark regarding unconfirmed balances, to which the board provides the following explanation:

Unconfirmed balances: Company has its own internal Audit system to monitor the reconciliation periodically, hence, confirmation of all outstanding balances at the year end are not taken.

PARTICULARS OF EMPLOYEES

There was no employee who was in receipt of remuneration as prescribed in Section 217 (2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Although the rules of Conservation of Energy are not applicable on the Company yet every effort have been made to conserve the energy and absorption of technology in the development of the projects.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no Foreign Exchange Earnings during this financial year. However, there was outgo of Foreign Exchange to the tune of Rs. 53.22 Lacs on account of foreign travel.

ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the continuous assistance and support received from the investors, bankers, regulatory and government authorities during the period.

Your Directors also place on record their appreciation for the contributions made by employees at various levels, to the growth and success of the Company.

By Order of the Board of Directors For MVL Limited

Sd/- Sd/- Place : New Delhi (Prem Adip Rishi) (Rakesh Gupta)

Date : 14th May, 2011 Director Director

---

Dec 31, 2009

The Directors have immense pleasure in presenting the 3rd Annual Report and Audited Statement of Accounts of the Company for the year ended 31st December, 2009.

FINANCIAL RESULTS

(Rs. In lacs) Particulars Year ended Year ended 31.12.2009 31.12.2008

Total Income 17810.30 12038.91

Profit Before Tax 2546.84 1768.74

Profit after prior period adjustment 2546.84 1239.26

Less: Provision for Tax 503.83 336.49

Profit After Tax 2043.01 902.77

Profit available for appropriation 3654.75 2120.41

Appropriation:

Proposed Dividend on Equity Shares 267.12 263.82

provision for Dividend Tax 45.39 44.84

Transfer to General Reserve 200.00 200.00

Balance Carried Forward 3142.24 1611.75

DIVIDEND

The Board of Directors have recommended a dividend of Rs. 0.10 per share for the year ended 31st December, 2009, subject to approval of shareholders. The dividend is free of tax in the hands of shareholders. LISTING OF SHARES

During the year under review, 5,65,739 equity shares of Rs. 10/- each allotted to M/s HT Media Limited in the share capital of the Company on conversion of 5,00,000 Zero Coupon Unsecured Fully Convertible Debentures of Rs. 100/- each got listed on the National Stock Exchange of India Limited (NSE) vide their letter no. NSE/LIST/2009/119159-H dated September 23, 2009 effective from September 24, 2009 and on the Bombay Stock Exchange Limited (BSE) vide their notice no. 20090914- 15 dated September 14, 2009 effective from September 15, 2009 to enable to all of you to trade in the securities of the Company. Further, 93,932 equity shares of Rs. 10/- each allotted to M/s Writers and Publishers Private Limited in the share capital of the Company on conversion of 1,00,000 Zero Coupon Unsecured Fully Convertible Debentures of Rs. 100/- each got listed on the National Stock Exchange of India Limited (NSE) vide their letter no. NSE/LIST/2009/1121520-T dated October 28, 2009 effective from October 29, 2009 and on the Bombay Stock Exchange Limited (BSE) vide their notice no. 20091106-17 dated November 06, 2009 effective from November 9, 2009 to enable to all of you to trade in the securities of the Company. SPLIT OF FACE VALUE OF SHARES

During the year under review, the Company has subdivided every one equity share of Rs. 10/- each into 5 (five) equity shares of Rs. 21- each with effect from 22nd September, 2009. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT The Company has its one wholly owned Subsidiary, namely MVL

Developers Limited. The results of MVL Developers Limited are attached to this Report along with the Statement specified in Section 212 of the Companies Act, 1956. The Company is also presenting its Audited Consolidated financial statements, which form part of the Annual Report as required by the Listing Agreement with the stock exchanges. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vinod Kumar Khurana and Mr. Vinod Malik, Directors of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Further, during the year under review, Mr. Krishna Kumar resigned from the directorship of the company w.e.f. 15.03.2010. Two new Directors Mr. Anukool Rishi and Mrs. Kalpana Gupta were inducted in the Board w.e.f 26.10.2009 and 15.03.2010 respectively.

In respect of each Director being re-appointed/ appointed, the Company has received notices in term of Section 257 of the Companies Act, 1956 from various members signifying their intention to propose their candidature for the office of Directors of the Company.

Brief resumes of Directors proposed to be so appointed, nature of their expertise in specific functional areas, names of Companies in which they hold directorships and their memberships/ chairmanships on Board Committees of various Companies, have been provided in the Corporate Governance report which forms an integral part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state andconfirm as under:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year as on 31st December, 2008 and the Profit of the Company for that period;

c) 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;

d) That the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report is annexed hereto and forms part of Directors Report.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

A detailed report on corporate governance of the Company is enclosed. A practicing Company Secretary has certified

compliance with requirement of corporate governance in relation to clause 49 of the Listing Agreement. FIXED DEPOSITS

The Company has not received any fixed deposit from the public.

AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, New Delhi, the Statutory Auditors, retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness tn accept the office if re-appointed. They have furnished a certificate stating that their re-appointment would be within the limits specified under section 224(IB) of the Companies Act, 1956.

The Audit Committee and the Board recommends the re- appointment of M/s Arun Kishore & Co.

AUDITORS REPORT

The Auditors Report to the members together with Audited Accounts for the year ended 31st December, 2009 and notes thereon are attached, which are self-explanatory except their remark regarding unconfirmed balances, to which the board provides the following explanation:

Unconfirmed balances: Company has its own internal Audit system to monitor the reconciliation periodically, hence, confirmation of all outstanding balances at the year end are not taken.

PARTICULARS OF EMPLOYEES

There was no employee who was in receipt of remuneration as prescribed in Section 217 (2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Although the rules of Conservation of Energy are not applicable on the Company yet every effort have been made to conserve the energy and absorption of technology in the development of the projects.

FOREIGN EXCHANGE EARNING AND OUTGO There was no Foreign Exchange Earnings during this financial year. However, there was outgo of Foreign Exchange to the tune of Rs.36.72/- Lacs on account of foreign travel. ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the continuous assistance and support received from the investors, bankers, regulatory and government authorities during the period. Your Directors also place on record their appreciation for the contributions made by employees at various levels, to the growth and success of the Company.

By Order of the Board of Directors For MVL Limited

Sd/- Sd/-

New Delhi (Prem Adip Rishi) (Rakesh Gupta)

2nd June, 2010 Director Director