Lodha Developers Private Limited

BOARD’s Report

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts of the Company for the financialyear ended 31st March, 2015.

FINANCIAL RESULTS                                                                                                                                                                                                                                                                                      

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

Consolidated

Total Revenue. Total income increased by 32.9% to Rs. 62,848.24 million for the financial year 2015 from Rs. 47,279.50 million for the financial year 2014, which mainly consisted of increase in sales revenue.

Other Income. Other income declined by 2.2% to Rs. 149.59 million for the financial year 2015 from Rs. 152.93 million for the financial year 2014, primarily due to profit on sale of investment for the financial year 2014.

Total Expenses. Total expenses increased by 25.6% to Rs. 50,116.06 million for the financial year 2015 from Rs. 39,906.53 million for the financial year 2014, primarily due to an increase in the cost of construction corresponding to revenue recognized during the period.

Profits:

Profit Before Tax (PBT) increased by 72.71% to Rs. 12,732.18 million in the financial year 2015. PBT Margin improved to 20.26 % of income in financial year 2015 from 15.59% in financial year 2014.

Net Profit of the Company increased by 72.40% to Rs 7,249.24 million for the financial year 2015.

Further, there were no material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company

Standalone

The turnover of the Company during the current financial year was Rs. 8,234.85 million (growth of 79.66%) as against the turnover of Rs. 4,583.81 million for the previous financial year.

The total expenses of the Company increased by 65.30%to Rs. 7,441.46 million for the financial year 2015 from          Rs. 4501.69 million for the financial year 2014.

Profit Before Tax (PBT)  increased by 866.14% to Rs. 793.39 million for the financial year 2015 from Rs 82.12 million for the financial 2014. PBT Margin improved to 9.63 % of income in financial year 2015 from 1.79% in financial year 2014.

Net Profit of the Company during the current financial year wasRs.283.08millionascomparedtoRs.1.35millionforthepreviousfinancialyear.

THE YEAR GONE BY

Indian Economy

Post May, 2014 elections, the global outlook on Indian economy and business confidence improved significantly. Effective actions in speed and effectiveness of governance has kick started investments in certain sectors like coal, road and infrastructure. Falling global commodity prices including oil and fossil fuels have fortunately reduced the pressure on balance of payments. This coupled with better management of food supply chain and moderated minimum support prices has given headroom to Central Bank to moderate interest rate. Though, Reserve Bank of India has cautiously started moderating the rates, the benefits have not been passed to the users by the banks completely due to pressures on NPAs of the past lending. We expect this process to continue in the next fiscal.

Benign inflation and larger disposable incomes have improved discretionary consumer spending as well as household savings. The GDP growth trajectory has shifted from the one witnessed in last five years. GDP growth estimates by experts like CSO, RBI, Crisil and other private organisations range from 6.8% to 7.4%.Political and legislative logjam remains a risk to major policy reforms like land and labour as well as GST.

Mumbai Real Estate

While the housing sales continued shrinking in MMR market, the number of launches also went down materially improving the supply-demand balance in the market. Except for Central Suburbs, the no of new units launched went down compared to FY. 2013-14. Average inventory of unsold units (including under construction) of around 12 Qtrs is higher than cities like Pune & Bangalore but much lower than NCR (19 Qtrs). The inventory replicates a typical construction cycle of three years in MMR. In most of the micro-markets the price appreciation has been muted.

The office market on the other hand is seeing an uptick due to absorption levels overtaking the new deliveries. Although the vacancy has remained high during last few years, there is a dearth of quality large size office spaces. The rental levels which were flat or declining for past few years have inched up at a single digit rate in F.Y. 2014-15.

Company Overview

The Company is a real estate market leader in the Mumbai Metropolitan Region with current focus on residential and office space development. The Company is recognized as a premium player in the markets and segments in which it operates

The Company carries on its business through its subsidiaries and other special purpose vehicles (referred to as Group).

Execution continues to be the key focus of the Group. The Group has a strong pipeline for development for the next few years. The Group is presently developing 27 projects comprising approximately 45.15 million square feet of saleable area.

The Group launched a number of projects in residential and office segments in FY15. In the residential segment, the Group launched 1) new towers at the New Cuffe Parade project in Wadala in the luxury/ high-end category and in the aspirational segment, the Group launched  2) second phase of Lodha Luxuria at Thane , 3)  second phase of Palava Township in Dombivali which has seen strong response from customers and 4) commercial building Supremus at Thane.

The Group operates across all verticals of residential and commercial segments and caters to diverse customer needs across a wide spectrum of income segments ranging from luxury residences in South Mumbai to large integrated townships in the Mumbai suburbs. Our portfolio of residential projects includes apartments with area ranging from around 600 square feet to upwards of 12,000 square feet. The Group is presently developing various luxury and high-end apartments such as World One and World Crest at Lodha Place, Upper Worli, The Park at Worli, Lodha Venezia at Parel, New Cuffe Parade at Wadala, Lodha Fiorenza at Goregaon, and Lodha Bellezza in Hyderabad. In the aspiration residential segment, the Group has projects such as Lodha Aurum and Lodha Aurum Grande at Kanjurmarg, Lodha Aqua at Dahisar, Lodha Luxuria at Thane, Lodha Belmondo in Pune and Lodha Meridian in Hyderabad. The Company has also developed a plotted serviced luxury villa development in Lonavala, a hill station near Mumbai, and golf villas in Dombivali and Pune. The  ‘CASA by Lodha’ brand which targets the mid-income housing segment of the real estate market has various residential projects including CASA Bella, CASA Bella Gold, CASA Rio and CASA Rio Gold at Dombivali; CASA Univis, CASA Royale and CASA Ultima at Thane; CASA Essenza at Dahisar and CASA Paradiso at Hyderabad.

In the office space segment, the Company caters to both large corporates and  small and medium businesses seeking high quality office space ranging from client facing offices to back offices. The Group has developed iThink Techno Campus at Thane, iThink at Kanjurmarg and Lodha Excelus at Mahalaxmi, and is presently developing a number of office spaces under the brand name of Lodha Supremus at, Upper Worli, Wadala, Thane and Powai.

In addition to the ongoing and planned projects, the Group has land reserves in the Mumbai Metropolitan Region, primarily in Dombivali and Thane-Anjur belt.

The features of the top projects currently under development by major subsidiaries of the Company are as below:

· World One and World Crest, Lodha Place:Catering to the super-luxury segment, World One at Lodha Place is slated to be the tallest residential structure in the World with a total saleable area of ~1.4 million square feet. The other tower launched at Lodha Place is World Crest which is also a super-luxury tower with a saleable area of ~0.7 million square feet. The Company is partnering with legendary names like Pei Cobb Freed & Partners (Architecture), Ken Smith (Landscape), Six Senses (Club & Spa), Quintessentially (Concierge) and Armani / Casa (Interior Design) to create India’s most premium project.

· The Park, Worli: Catering to the luxury segment, the project is coming up on the plot that earlier housed Mumbai Textile Mills in Worli. This plot of land was acquired in Oct 2012 for a total consideration of INR 2,727 crores. The projectwhichwillbealuxuryresidentialdevelopmentisexpected tohaveatotalsaleablearea of ~4.3 million square feet. The formal launch of the project which happened through a book building mechanism in Jan 2013 received an unprecedented response. Since then, The Park has attracted strong buyer interest, including from NRI customers, in all four launched towers.  The Trump Tower Mumbai is also a part of this development.

· Lodha Fiorenza, Goregaon: Lodha Fiorenza sets a new benchmark in design, luxury and style with its exclusive association with Jade Jagger and Yoo. Located in a prime location on the Western Express Highway in Mumbai, it combines sweeping views and an assortment of unique amenities. The project comprises 450 apartments over a total saleable area of around 0.93 million square feet.

· New Cuffe Parade, Wadala:  Originating from Mumbai’s biggest land transaction and  set to be Central Mumbai’s largest modern mixed-use development, New Cuffe Parade will offer more than 5,000 apartments in various unit sizes with proximity to commercial offices in South Mumbai and Bandra Kurla Complex.  The site is the confluence of major arterial transportation networks including the monorail and Eastern Freeway which are already operational, and a metro line planned for the future. .

· Palava (Integrated Township), Dombivali:Palava is a fully integrated, self contained and planned residential development with shopping malls, schools, medical facilities, sports and recreational facilities. The target client profile of the residential project is the middle income and upper middle income segments of the market. The vision is to develop a sustainable and smart city with world class infrastructure at Dombivali along with developing an ecosystem of thriving commercial, IT and ITES SEZ centres.

Business Strategy

Our primary focus is to continually strengthen our position as a premium developer across business segments and price points, maintaining a reputation for quality and innovation. The following are the key elements of the business strategy:

Continued focus on the Mumbai Metropolitan Region (MMR) real estate market: MMR is one of the most attractive and profitable real estate markets in India in terms of depth of demand for real estate development across business segments and price points.

Focus on Execution: Strengthen the execution of the projects which the company has undertaken and expedite the delivery. The company has readily adopted latest in construction technology to facilitate faster execution of its township at Palava, Dombivli and high rise towers at World Towers at Lodha Place, Upper Worli and New Cuffe Parade, Wadala.

Land acquisition and property development to ensure steady cash flow and long term sustainability: The Company has robust process of land acquisition which is institutionalized across the organization to ensure acquisition of parcels of land with clean title and development rights in key locations in MMR.

Strategic focus on maximizing ROI: The focus has been on acquiring land with high sales potential, and ensuring quick turnaround time to project launch, and ongoing revenue and margin management for all projects.

Focus on brand building: Strengthen the position as a premium developer across business segments and price points to create unique categories and destinations and deliver premium projects in every category in which the Company operates through strategic branding initiatives and value proposition.

Focus on best-in-class partnerships and alliances:  Strong focus on bringing the best to Indian real estate by having a dedicated ‘innovation’ cell with the mandate of finding and implementing customer-focused innovation across the organization and forming global alliances with world class players such as:

1. Pei Cobb Freed & Partners, Architects – Designers of various buildings of international fame including the Pyramid at the Grand Louvre, Paris; the Bank of China Building, Hong Kong and the Hancock Building, Boston. They are the lead architects for the entire development at Lodha Place, Upper Worli including World One.

2. Sasaki – One of the world’s leading master planners, they have worked extensively on some of the best known urban planning and urban renewal projects across the globe, including the site for the Beijing Olympics in 2008. They are the master planners for Palava.

3. Armani/Casa – The interior design studio of Giorgio Armani is well-known for its world class interiors and setting standards of design excellence. Armani /Casa has designed almost every facet of World One and World Crest, from apartments, villas and duplex mansions to common areas.

4. Yoo (by Jade Jagger) – A design and marketing partnership amongst some of the world’s leading designers (including Philip Starck, Jade Jagger, Kelly Hoppen and others), Yoo has been credited with providing the very best in architecture, hotel and residential interior design, branding and marketing. They are currently working on Lodha Fiorenza, Goregaon and two towers at New Cuffe Parade, Wadala.

5.  Yoo (by Philip Stark) - A design and marketing partnership amongst some of the world’s leading designers (including Philip Starck, Jade Jagger, Marcel Wanders and others), Yoo has been credited with providing the very best in architecture, hotel and residential interior design, branding and marketing. They are currently involved in the interior design and marketing of a designer tower at New Cuffe Parade, Wadala.

6.  WOHA - Singapore’s leading architectural firm with a focus on sustainable development, WOHA has been awarded numerous accolades including the International High-rise Award 2010 by the City of Frankfurt. They are the architects and planners for our planned mega development at New Cuffe Parade, Wadala and for The Park.

7.  Six Senses – One of the world’s leading hospitality and spa chains, Six Senses operates some of the world’sfinestresortsandhavebeenawarded bythereadersofCondeNastTravelerin 2008.They are our spa and club partners at Lodha Place and Lodha Belmondo.

8. Quintessentially - Quintessentially is the world’s leading private members’ club with a global concierge that provides a unique brand of service 24 hours a day, 365 days a year. Quintessentially will manage the personal concierge services for Lodha Place.

In addition, the Group is engaged with numerous internationally recognized names including LERA (structure), Buro Happold (services), and Aedas (architecture) for ensuring world class quality of its projects and delivery.

RESERVES  

No amount is proposed to be transferred to reserves.

DIVIDEND

With a view to plough back the profits of the Company into the business operations, the Board of Directors do not recommend any dividend for the year under review.

DETAILS OF BOARD MEETINGS

During the year, 40 Board meetings were held, details of which are given below:

Mr. Rajendra Lodha and Mr. Anurag Singhvi, Directors of the Company had attended all the Board Meetings as stated above.

EMPLOYEE STOCK OPTIONS (‘ESOPs’)

The Disclosures pertaining to ESOPs are set out inAnnexure 1to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed asAnnexure 2.

COMMITTEES OF BOARD

The details of composition of the Committees of the Board of Directors as on 31stMarch, 2015areasunder:-

CorporateSocialResponsibilityCommittee

The Committee was formed by the Board of Directors of the Company on 8th September, 2014 with the following composition:

During the year, the Committee had met twice on 12thSeptember, 2014 and 5thMarch, 2015 respectively .

The Committee had approved the CSR policy and the Budget. Further, the Report on CSR activities/ initiatives is enclosed asAnnexure 3.

VIGIL MECHANISM

In line with the provisions of section 177 of the Companies Act, 2013, the Company has formed a Transparency and Ethics policy (TEP) to deal with instances of fraud and mismanagement if any and to ensure a clean and transparent environment for conducting business.

The TEP policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be shown towards to any person for a genuinely raised concern. Any employee can report such incident of violation and context thereto to the Ombudsman or director concerned in writing/by email/sms or by phone. Alternatively, the Ethics Helpline can be contacted to report any suspected or confirmed incident of fraud / misconduct.

REPORTING WITH RESPECT TO COMPLAINTS RELATING TO SEXUAL HARASSMENT

The Company has not received any complaint of sexual harassment in terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Shanker and Kapani, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Annual General Meeting (AGM) of the Company held on 26th December, 2014 till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

The Company has received a Certificate from M/s Shanker and Kapani, Chartered Accountant, confirming their eligibility for re-appointment. Accordingly, M/s Shanker and Kapani, Chartered Accountants are proposed to be re-appointed as the Statutory Auditors at the Annual General Meeting, subject to ratification of their appointment by the Members at the Annual General Meeting.

The Statutory Auditors have made Emphasis on certain matters stated in their Standalone and Consolidated Report and an explanation to the same has been given in the respective Notes to Accounts which are self-explanatory and therefore do not call for any further comments.

COST AUDITOR

As per Section 148 of Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014, Cost Audit is applicable to the Company's business for the FY 2014-15 and accordingly,  Mr. Dushyant C. Dave, Cost Accountant (Membership No: 7759) has been appointed as the Cost Auditor to conduct the audit of cost records of your company for the financial year 2014-15, subject to the approval of the members on the remuneration to be paid to him.

RELATED PARTY TRANSACTIONS

The details of transactions entered into with the Related Parties as required in terms of Section 188 of the Companies Act, 2013 are enclosed asAnnexure 4.

RISK MANAGEMENT POLICY

Risk is regarded as the threat of some event, action or loss of opportunity if it occurs, will adversely affect the business i.e. value to stakeholders, ability to achieve objective, ability to implement business strategies, manner of operation, reputation & Brand Image due to Internal and external factors. The Company has a Risk Management Policy, which lays down active process for identification and mitigation of risks. Risk Management Policy has been adopted by the Board of Directors of the Company. All concerned process owners of the company are regularly identifying & mitigating key risks in their respective domain. The Board reviews the risk management and mitigation plan for key risks from time to time.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and verified by Internal Auditors. Appropriate actions are being taken by the responsible concerned.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of its business.

PARTICULARS OF LOANS GIVEN, GUARANTEES MADE AND SECURITIES PROVIDED

As per the provisions of section 186(11) of the Companies Act, 2013, Companies Providing Infrastructural facilities are exempted from providing details of Loans made, Guarantees given and Securities provided and therefore the Company being engaged in the business of providing infrastructural facilities, the details of Loans given, Guarantees made and Securities provided are not forming part of the Boards Report.

PARTICULARS OF INVESTMENT MADE

The Paticulars of Investments made by the Company are provided in the standalone financial statement. (Please refer Note No 13 to the financial statement)

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) -21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

HOLDING COMPANY

The Company continues to be a subsidiary of Sambhavnath Infrabuild and Farms Private Limited.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES OF THE COMPANY

Details of companies becoming Subsidiaries/ JV/Associate Companies of your Company or ceasing to be so, are given below. A report on the performance and financial position of each of the subsidiaries and associates companies is provided as Form AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity.

A. Subsidiaries/ JV/ Associate added

Subsidiary

Associates

B. Subsidiaries/ Associate ceased

Subsidiary

Other than above, the following companies ceased on account of merger with the Company or other wholly owned subsidiaries of the Company.

* The Companies have ceased to be subsidiaries after March 31, 2015, but appointed date of mergerwaspriortoMarch31,2015andhencehavebeendisclosed.

Associate

No Company has ceased to be an Associate of the Company during the financial year 2014-15.

C. No Company has become/ceased to be a joint venture during the financial year 2014-15.

Note: Lodha Construction (Dombivali) and Lodha Palazzo, wholly controlled firms have also been merged with the Company with effect from 27thFebruary, 2015.  Standalone and Consolidated financials include financials of the merged entities also.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of the directors of the Company during the year under review are as below:

There has been no change in Directors or Key Managerial Personnel during the year under review. However, Mr. Yogesh Vadhwana, had ceased to be the Company Secretary of the Company w.e.f 6thMay, 2014 and was again reappointed as Company Secretary w.e.f 10thJune, 2014.

FIXED DEPOSITS

Your Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any.

(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 this 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; and

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

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

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs. 657.28 Lakh and the total foreign exchange earned was Rs.  13,194.66 Lakh.

GENERAL

During the Financial Year under review an Annual General Meeting of the Company was held on 26thDecember, 2014.

Your Directors state that no disclosure or reporting is required in respect of the following items as relevant provisions were not applicable to the Company during the year under reviews.

1) Secretarial audit report as per Section 204 of the Companies Act, 2013.

2) Details relating to deposits covered under Chapter V of the Companies  2013

No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

ACKNOWLEDGEMENT

Your directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.

Annexure – 1

Information as per Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

Annexure 2

 Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31stMarch, 2015

of  LODHA DEVELOPERS PRIVATE LIMITED

[Pursuant to Section 92(3)of the Companies Act, 2013 andrule 12(1) of the Companies (Management and Administration) Rules, 2014]

II.  PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

III.  PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Notes:     * As per Accounting Standard 18

               ## Representing aggregate % of shares held by the Company and/or its subsidiary

Note 1: The Company got merged with Jawala Real Estate Private Limited w.e.f 21stMay, 2015.

Note 2: All the Companies got merged with Palava Dwellers Private Limited w.e.f 4thMay, 2015.

Note 3 : The company got strick off w.e.f 20th may 2015.

IV.  SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

(ii)  Shareholding of Promoters

(iii)  Change in Promoters’ Shareholding (please specify, if there is no change)

 Note: There is no change in the total shareholding of promoters between 01-04-2014 and 31-03-2015 

# Inter-se Transfer among Promoters

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

(v). Shareholding of Directors and Key Managerial Personnel:

* None of the Directors and Key Managerial Personnel of the Company hold any shares of the Company.

V.  INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Rs in Lakhs

VI.  REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.  Remuneration to Managing Director, Whole-time Directors and/or Manager:

B. Remuneration to other directors:

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THANMD / MANAGER/WTD

* The above remuneration includes for the period (6th May, 2014 -10th June, 2014) during which an individual was not KMP.

VII.  PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Annexure 3

REPORT ON CSR ACTIVITIES/ INITIATIVES

[Pursuant to Section 135 of the Act & Rules made thereunder]

ANNUAL REPORT ON CSR ACTIVITIES

The implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company.

Sd/-                                                                  Sd/-                                       

Rajendra Lodha                                            Kishore Tidke                   

Director                                                         Chairman of CSR Committee

(Din: 00370053)                                             (Din: 02070198)

ANNEXURE A

* Give details of the Implementing Agency:  Lodha Charitable Trust is registered Public CharitableTrust with an overall aim of enabling lives, living and livelihood for a stronger India.  Lodha Charitable Trust has a track record of more than three years in undertaking such projects and programs.

Annexure 4

 Disclosure of particulars of contracts/arrangements  entered into by the company with related parties referred to in  sub-section (1) of section 188 of the Companies Act, 2013 including   certain  arms length transactions under  third proviso thereto

1.        Details of contracts or arrangements or transactions not at arm’s length basis

(a)       Name(s) of the related party and nature of relationship: Nil

(b)       Nature of contracts/arrangements/transactions: Nil

(c)       Duration of the contracts / arrangements/transactions: Nil

(d)       Salient terms of the contracts or arrangements or transactions including the value, if any: Nil

(e)       Justification for entering into such contracts or arrangements or transactions: Nil

(f)        Date(s) of approval by the Board: Nil

(g)       Amount paid as advances, if any: Nil

(h)       Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Nil

2.         Details of material contracts or arrangement or transactions at arm’s length basis

For and on behalf of the Board

Lodha Developers Private Limited

                                                                                                           Sd/-                                           Sd/-

Date      : 17thJuly,2015                                                                 RajendraLodha                    Kishore Tidke          

Place      : Mumbai                                                                               (Director)                                (Director) 

                                                                                                           (Din: 00370053)                      (Din: 02070198)

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

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs. 657.28 Lakh and the total foreign exchange earned was Rs. 13,194.66 Lakh.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a)           in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any.

(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 this 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; and

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