DIRECTORS' REPORT

1) Your Directors are pleased to present the One Hundred Seventh (107th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2015.

2) Review of Operations

Inspite of the best efforts, the possession of 'Tower D' at the Kurla commercial project 'Peninsula Techno-park' could not be handed over to the buyer this year due to certain legal hurdles, which now stands cleared. Your Directors are hopeful that the possession shall be handed over to the buyer in the financial year 2015-16.

The Company is planning to start construction on few of the properties in the South through its two subsidiary companies. Once commissioned, the projects are expected to fetch decent returns. The process of getting numerous regulatory clearances are on way for these and other properties and the company intends to expedite start of construction activities, once all requisite clearances are in place.

The Process House of the Company at Ahmedabad has posted profit before tax of Rs. 882.97 lacs during the current financial year.

Subsequent to receipt of major permissions, including environmental clearance, from the relevant authorities for the FSRU project at Jafrabad, Gujarat, Term Sheets have been signed with the Users of the Terminal. The Project is expected to be commissioned during the year 2018-19.

On standalone basis, revenue from operations for the financial year 2014-15 was Rs. 30,021.10 lacs as compared to Rs. 31,867.82 lacs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 3163.14 lacs as compared to Rs. 4185.05 lacs in the previous year. Profit after Tax (PAT) for the year was Rs. 479.02 lacs as compared to Rs. 654.96 lacs in the previous year.

On consolidation basis, revenue from operations for the financial year 2014-15 was Rs. 31,440.46 lacs as compared to Rs. 33,287.18 lacs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 4509.31 lacs as compared to Rs. 5236.41 lacs in the previous year. Profit after Tax (PAT) for the year was Rs. 301.63 lacs as compared to Rs. (42.60) lacs in the previous year

3) Dividend and Reserve

As a continuing investor friendly measure, your Directors are pleased to recommend payment of a dividend @ Rs. 0.15 per Equity Share (15%) on 22,11,80,000 Equity Shares of Rs. 1/- each for the year ended 31st March, 2015, subject to approval of the members,. The amount of dividend and the tax thereon will be Rs. 3,31,77,000/- and Rs. 67,55,169/- (tax rate being @ 20.36%) respectively.

The company has not transferred any amount to the General Reserve during the year

4) Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

5) Finance

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and other institutions.

During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/sweat equity. The paid up Equity share capital as on 31st March, 2015 was Rs. 2211.80 lacs.

6) Statutory Disclosures:

6.1 Management Discussion and Analysis:

As required under Clause 49 of the Listing Agreement, the Management Discussion and Analysis is annexed to this Report - Annexure - A.

6.2 Corporate Governance

As required under Clause 49 of the Listing Agreement, a report on the 'Corporate Governance', together with a certificate of statutory auditors confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.

Further, in compliance of the said Clause 49, your Company has adopted a 'Code of Conduct and Ethics' for its Directors and Senior Executives.

6.3 Extract of Annual Return:

An extract of the Annual Return in Form MGT - 9 is annexed to this Report - Annexure - C.

6.4 Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Information under Section 134 (3) (m) of the Companies Act, 2013 ('the Act'), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure D.

6.5 Corporate Social Responsibility (CSR) Policy:

The Report on CSR is annexed to this Report - Annexure - E.

6.6 Particulars of Employees:

The information required under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 in respect of Directors and employees of the Company is furnished in Annexure - F, which is not being sent along with this Report in line with Section 136 (1) of the Act. This Annexure will be made available to a shareholder on request.

6.7 Number of Board Meetings and composition of Audit Committee:

During the year under review, 10 (ten) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

6.8 Directors Responsibility Statement:

Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2015 and of the profit of the Company for that period;

(c) Proper and sufficient care has been taken 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 Annual accounts have been prepared on a going concern basis;

(e) Internal financial controls have been laid down and followed by the company and that such controls are adequate and are operating effectively;

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

6.9 Statement on declaration given by independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

6.10 Disclosure regarding Company's policies under Companies Act, 2013:

i- Remuneration and Nomination Policy

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members, KMPs and Senior Management of the Company.

ii- Whistle Blower Policy

The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.

iii- Risk Management Policy

The Company has a structured Risk Management policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated with the management process such that they receive the necessary consideration during decision making.

6.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.

6.12 Related Party Transactions:

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with its promoters, directors or their relatives during the year, which may have potential conflict with the interest of the company at large. The details of the transactions with the related parties are disclosed in the notes to Financial Statements.

6.13 Subsidiary Company:

A statement in Form AOC - 1 pursuant to Section 129(3) of the Act, relating to subsidiary companies is attached to the Accounts. The financial statements and related documents of the Subsidiary companies shall be kept open for inspection at the registered office of the Company.

6.14 Significant and material orders passed by the Regulators or courts:

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review which would impact the going concern status of the Company and its future operations.

6.15 Directors:

At the ensuing Annual General Meeting, Mr. Padmanabhan Sugavanam, retires by rotation and being eligible, offers himself for re-appointment. He, being eligible, is proposed to be re-appointed as a Whole time Director of the Company for a period of five years with effect from 24th September, 2015.

Mrs. Surekha Oak was appointed as an Additional Independent Director on 13th March, 2015. She, being eligible, is proposed to be appointed as an Independent Director for a period of five years with effect from 13th March, 2015.

Resolutions for the approval of the Members for the aforesaid appointments are placed in the Notice calling the ensuing AGM. As required under clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

6.16 Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of all the Committees of the Board.

6.17 Prevention of Sexual Harassment of Women at workplace:

In compliance of the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013', the Company has formed a Committee during the year. However, no case was reported to the Committee during the year under review.

7) Auditors:

7.1 Statutory Audit

M/s. V. R. Renuka & Co., Chartered Accountants, Mumbai (Registration No. 108826W) were appointed as Statutory auditors of the Company at the 106th AGM held on September 29, 2014 for a term of three consecutive years. However, such appointment is subject to annual ratification at each AGM and accordingly, resolution for approval of members is placed in the Notice.

7.2 Cost Audit

During the Financial year 2014-15, Cost Audit was not applicable to the Company.

7.3 Secretarial Audit

The Company has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company and their report is annexed to this Report - Annexure - G.

8 Auditors' Report:

Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.

9 Industrial relations:

The relationship with all the concerned continued to remain harmonious and cordial throughout the year under review.

10 Appreciation:

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/ staff.

For and on behalf of the Board of Directors

Navinbhai C. Dave

Chairman

Mumbai, 14th August, 2015