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നിഫ്റ്റി 24,028.05 -1.73%

സ്വർണ്ണം ₹ 14,819 /gm

Directors Report of Poddar Housing and Development Ltd.

Mar 31, 2024

The Directors are pleased to present herewith the 42^nd Annual Report of your Company, Poddar Housing and
Development Limited along with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2024.

(Rs. in Lakhs)

Particulars	2023-2024	2022-2023	2023-2024	2022-2023
Total Revenue	5,839.54	2,706.94	5,848.34	2,984.40
Profit/ (Loss) before taxation	(5,670.25)	(6,222.78)	(5,863.96)	(6,530.62)
Provision for taxation
- Current tax	â	â	â	â
- Deferred tax	(1,427.20)	(1,566.27)	(1,427.20)	(1,561.91)
Net profit/(loss) after tax	(4,243.04)	(4,656.50)	(4,436.76)	(4,968.71)
Other comprehensive income / (loss) for the year, net of tax	(18.06)	(2,171.94)	(18.06)	(721.94)
Total comprehensive income / (loss) for the year, net of tax	(4,261.10)	(6.828.44)	(4,454.82)	(5,690.65)
Nominal value per share (in Rs.)	10	10	10	10
Basic and diluted earnings per equity share
- Basic (in Rs.)	(58.39)	(73.73)	(61.06)	(78.68)
- Diluted (in Rs.)	(58.39)	(73.73)	(61.06)	(78.68)

PERFORMANCE DURING THE YEAR

The standalone revenue from operations for the financial
year 2023-2024 stood at Rs. 5,809.45 lakhs as compared
to Rs.2,628.55 lakhs in the previous year. During the
year under review the company has incurred a net Loss
of Rs. 4,261.10 lakhs after tax as compared to the loss of
Rs. 6,828.44 lakhs in the previous year.

The consolidated revenue from operations for the year
under review stood at Rs. 5,816.14 lakhs as compared to
Rs. 2,755.45 lakhs in the previous year. The Consolidated
net loss after tax for the year stood at Rs. 4,454.82 lakhs
as compared to Rs. 5,690.65 lakhs in the previous year.

As per Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and applicable provisions of the
Companies Act, 2013 ("the Act") read with the Rules
made thereunder (as amended from time to time), the
Consolidated Financial Statements of the Company for
the FY 2023-2024 have been prepared in compliance
with applicable Indian Accounting Standards and on the
basis of Audited Financial Statement of the Company
and its subsidiaries, as approved by the respective
Board of Directors ("Board"). The Consolidated
Financial Statements together with the Auditors'' Report
are forming part of this Annual Report.

The Consolidated Financial Statements of the Company
are prepared in accordance with relevant Indian
Accounting Standards issued by the Institute of
Chartered Accountants of India forms an integral part
of this Report.

TRANSFER TO GENERAL RESERVE

During the year under review, there was no amount
transferred to reserves of the Company.

DIVIDEND

As per the Dividend Distribution Policy, dividend
payout would have to be determined based on
available financial resources, investment requirements
and taking into account optimal shareholder return.
Within these parameters with a view for expansion of
resources, your Directors have thought it prudent not to
recommend any dividend for the financial year ended
March 31, 2024 as the Company has incurred losses.

The Dividend Distribution Policy containing the
requirements mentioned in Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") can also be
accessed on the Company''s website at the weblink
https://www.poddarhousing.com

CHANGE IN NATURE OF BUSINESS

During the financial year 2023-2024 there has been no
change in nature of business

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

In compliance with Section 134(3) (l) of the Act, there
are no material changes and commitments/events
subsequent to the date of financial statements till the
date of this report, affecting the financial position of the
company.

The Company continues to maintain a positive outlook
for the next financial year and will continue to monitor
changes in future economic conditions.

CREDIT RATINGS

During the reported period your Company has not
obtained any Credit Ratings

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY AND FINANCIAL CONTROLS

The Company has an effective Internal Control System,
which commensurate with the size and scale of its
operations.

The Company has in place adequate internal financial
controls for ensuring efficient conduct of its business in
adherence with laid-down policies; safeguarding of its
assets; prevention and detection of frauds and errors;
accuracy and completeness of the accounting records; and
timely preparation of reliable financial information, which
is commensurate with the operations of the Company.

M/s. Sunny Shah & Co., Chartered Accountants,
are appointed with scope of the Internal Audit duly
approved by the Audit Committee. To maintain its
objectivity and independence, the Internal Auditor
reports to the Audit Committee. The Internal
Auditor evaluates the adequacy of the internal
control system in the Company on the basis of
statement of operations procedure, instruction
manuals, accounting policy and procedures. Based
on the report, corrective action, significant audit
observations and corrective actions thereon are
presented to the Audit Committee of the Board.

The statutory auditors are also required to issue the
Independent Auditor''s Report. The report issued
thereupon has been attached along with the Standalone
and Consolidated Financial Statements, respectively.
The Board believes that systems in place provide a
reasonable assurance that the Company''s internal
financial controls are designed effectively and are
operating as intended.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return in Form MGT-9
containing details as on the financial year ended March
31, 2024 as required under Section 92 (3) of the Companies
Act, 2013, read with the Companies (Management and
Administration) Rules 2014, is available on website at
https://www.poddarhousing.com

Listing / Delisting of equity shares

During the financial year 2023-2024, the Company
has not delisted any equity shares on any of the stock
exchange. The number of equity shares listed on the

exchanges remained unchanged throughout the year.

SHARE CAPITAL

During the year under review, the authorized share
capital of your Company has been increased from Rs.

7.00. 00.000/- (Rupees Seven Crores only) divided in to

70.00. 000 (seventy lakhs) equity shares of Rs. 10/- each
to Rs. 10,00,00,000/- (Rupees Ten Crores only) divided
in to 1,00,00,000 (one crore) equity shares of Rs. 10/- each

During the year under review, the Company has issued
and allotted 9,51,437 equity shares of Rs. 10/- each fully
paid at a price of Rs. 160/- per share on preferential basis.

Consequent to this allotment, the issued, subscribed
and paid up capital of the Company has been increased
to Rs. 7,26,68,370/- (Rupees Seven Crores Twenty Six
Lakhs Sixty Eight Thousand Three Hundred Seventy
only) divided in to 72,66,837 equity shares of Rs. 10/-
each fully paid.

Internal Auditors and Internal Audit Report

M/s. Sunny Shah & Company, Chartered Accountants
(Firm Registration No. 140697W), Mumbai were
appointed as Internal Auditors of the Company for
conducting Internal Audit for the financial year 2023Â¬
2024. The quarterly Internal Audit Reports were
discussed by the Audit Committee and Board of
Directors in their respective meetings.

Further, the Board of Directors has approved the
re- appointment of M/s. Sunny Shah & Company,
Chartered Accountants (Firm Registration No.
140697W), Mumbai as Internal Auditors at their meeting
held on 23^rd October, 2023 for conducting the Internal
Audit of the Company for the financial year 2023-2024.

INDUCTION OF STRATEGIC & FINANCIAL PARTNERS
DURING THE YEAR

During the year under review, the Company has not
inducted any strategic and financial partners.

SUBSIDIARY, JOINT VENTURES OR ASSOCIATES

The group entities of the Company continues to play a
pivotal role in driving the overall revenue growth and
performance of your Company.

The Company has 1 wholly owned subsidiary and one
joint venture as on March 31, 2024. There has been
no material change in the nature of the business of the
subsidiaries and associate company.

MATERIAL SUBSIDIARIES: As required under
Regulation 16(1)(c) and 46 of the Listing Regulations,
the Board of Directors has approved the Policy on
Determination of Material Subsidiaries ("Policy"). The
said policy is available on the website of the Company
and can be accessed at www.poddarhousing.com

DETAILS OF SUBSIDIARY/ JOINT VENTURES ,
ASSOCIATE COMPANIES/ AND ITS PERFORMANCE

The Company has one subsidiary and a Joint Venture
Company as follows:

Wholly Owned Subsidiary

1) Poddar Habitat Private Limited
Joint Venture:

1) Viva Poddar Housing Private Limited

Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013, read with rule 5
of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to Subsidiary Companies is given
herein below:

Name of the Subsidiary	Poddar Habitat Private Limited
CIN	U45200MH2008PTC187290
Reporting period for the subsidiary	1^st April 2023 31^st March 2024
The date since when subsidiary was acquired	25^th October, 2008
Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	Not Applicable (Same as of holding company)
Reporting Currency	INR (?)
Amount	INR in Lakhs
Share Capital	1.00
Reserve and Surplus	(2021.99)
Total Assets	2,926.15
Total Liabilities	2,926.15
Investments	0.38
Turnover	8.07
Profit before Taxation	(193.95)
Provision for Taxation	â
Profit after Taxation	(193.95)
Proposed Dividend	â
% of shareholding	100.00

The audited financial statements, the Auditors Report
thereon and the Board''s Report for the year ended 31^stMarch, 2024 for the above subsidiary are available on
the Company''s website: www.poddarhousing.com.

The Company will make available, the audited financial
statements of the subsidiary Company i.e Poddar
Habitat Private Limited to any member of the Company
on a request from a member.

FINANCE

Cash and cash equivalent as at 31^st March 2024, was Rs.
101.16 lakhs. During the year, the Company continues
to focus on judicious management of its construction
finance, Inter Corporate Deposit Receivables,
inventories and other working capital parameters were
kept under strict check through continuous monitoring

SIGNIFICANT MATERIAL ORDER PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS
AND COMPANY''S OPERATIONS IN FUTURE

There were no significant and material orders passed by

any regulators, courts or tribunals which would impact
the going concern status of the company and also the
Company''s future operations.

DEPOSITS

The Company has not accepted any Deposit covered
under Section 73 of the Companies Act, 2013 and The
Companies (Acceptance of Deposit) Rules, 2014.

Details relating to deposits to be confirmed pursuant to
Rule 8 of Companies (Accounts) Rules, 2014:

(a) accepted during the year - Nil

(b) remained unpaid or unclaimed as at the end of the
year - Nil

(c) any default in repayment of deposits or payment of
interest thereon during the year and if so, number
of such cases and the total amount involved - Not
Applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into

by the Company during the financial year 2022-2023
were on an arm''s length basis and were in the ordinary
course of business. There are no materially significant
related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel
which may have a potential conflict with the interest of
the Company at large.

All related party transactions are placed before the
Audit Committee and also the Board for approval. The
transactions entered into pursuant to the prior approval
so granted are audited and a statement giving details
of all related party transactions is placed before the
Audit Committee and the Board of Directors for their
approval on a quarterly basis.

The Company has formulated a Related Party
Transactions Policy for purpose of identification and
monitoring of such transactions. The policy on Related
Party Transactions as approved by the Board is uploaded
on the Company''s website at www.poddarhousing.
com. The particulars as required under the Companies
Act, 2013 is furnished in this report.

PARTICULARS OF LOANS, INVESTMENTS AND
GUARANTEES

Loans, guarantees and investments covered under
section 186 of the Companies Act, 2013 are detailed in
Notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

As required under section 135 of the Companies Act,
2013, the Company has formed CSR committee and
in past Company has spent funds by undertaking the
specified and permissible activities for education, health
and public hygiene under various CSR activities.

During the financial year, 2020-2021, 2021-2022 and

2022- 2023, the Company had operational losses and
hence there is no CSR liability for the financial year

2023- 2024.

Information on the composition of the Corporate Social
Responsibility (CSR) Committee is provided in the
Corporate Governance Report that forms part of this
Report .

Investor Relations (IR)

Your Company always believes in striving hard to
achieve excellence and leading from the front with
adhering to best practices in IR while maintaining
a relationship of trust with investors and all the
stakeholders. In the FY2023-24, your Company increased
its interaction with investors and stakeholders. The
leadership, including the Chairman, CEO, NEDs
& CFO while their interaction with stakeholders
communicated for the growth potential of business,
capital allocation, plan for scaling up growth gems and

various CSR activities. Your Company ensures that
critical information about the Company is available to
all the investors by uploading all such information on
the Company''s website and through exchange filings.

Cyber Security

In view of the increased cyberattack scenarios, the
cyber security maturity is reviewed periodically and
the processes, technology controls are being enhanced
in-line with the threat scenarios. Your Company''s
technology environment is enabled with real time
security monitoring with requisite controls at various
layers starting from the end user machines to network,
application and the data.

During the year under review, your Company did not
face any cyber security issues.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code")
to regulate, monitor and report trading in the Company''s
shares by the Company''s designated persons and their
immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. The Code, inter
alia, lays down the procedures to be followed by
the designated persons while trading/dealing in the
Company''s shares and sharing Unpublished Price
Sensitive Information ("UPSI"). The Code covers the
Company''s obligation to maintain a digital database,
mechanism for prevention of insider trading and
handling of UPSI, and the process to familiarize with
the sensitivity of UPSI. Further, it also includes code
for practices and procedures for fair disclosure of UPSI
which has been made available on your Company''s
website and link for the same is given in this report.
The employees are required to undergo a training/
certification on this Code to sensitize themselves and
strengthen their awareness.

Structured Digital Database for UPSI

The Company has in place a structured digital database
("SDD") wherein details of persons with whom UPSI is
shared on need to-know basis and for legitimate business
purposes is maintained with time stamping and audit
trails to ensure non-tampering of the database. The
SDD is maintained internally by the Company and is
not outsourced in accordance with the provisions of the
PIT Regulations. The Secretarial Auditor has confirmed
the compliance by the Company with the SDD in
their ASCR. Awareness initiatives on Prevention of
Insider Trading is taken by the Company amongst the
designated persons on the applicability, reporting and
other compliances to be adhered to, closure of Trading
window, protection of UPSI, maintenance of Structured
Digital Database, do''s and don''ts, etc. The Company

also has a dedicated e-mail ID that can be reached by the
Designated Persons for FAQs, queries and clarifications
on the said Code, Policies and Regulations. There exists
a process to include/ exclude Designated Persons under
the Code. Guidance is given to designated persons on
requisite compliances Review of the Insider Trading
compliances a detailed report comprising details of
trading plans submitted, if any, pre-clearances given
by compliance officer, trades carried out and reported
to the stock exchanges, trading window closure period,
details of violations, if any observed, confirmation on
maintenance of Structured Digital Database, etc. as
recommended in guidance note issued by The Institute
of Company Secretaries of India on the PIT Regulations
is submitted to the Audit Committee and the Board
of the Company for its review on a quarterly basis.
Violations, if any, are reported to the Audit Committee.
The Audit Committee on an annual basis also reviews
and confirms that the systems for internal control
for Insider Trading are adequate and are operating
effectively in compliance with the PIT Regulations. 31.

Other Disclosures

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there
were no transactions on these matters during the year
under review:

â¢ Issue of equity shares with differential rights as to
dividend, voting or otherwise.

RISK MANAGEMENT POLICY

The Audit Committee closely monitors all risks that
could have a negative impact on the Company. PHDL
Management Team encompasses practices related
to the identification, analysis, evaluation, treatment,
mitigation and monitoring of the strategic, operational,
legal and compliance risks to achieving our key
business objectives. Risks which were reviewed by the
Audit Committee are Liquidity Risk, Regulatory Risk,
Property Market Risk, Macro Economic Risk and Land
title risk. The focus of risk management is to assess risks
and deploy mitigation measures.

In accordance with Regulation 17(9) SEBI (Listing
Obligations and Disclosures Requirements) Regulation,
2015 (herein after called Listing Regulations) the Board
members have formally adopted steps for framing,
implementing and monitoring the risk management plan
for the Company. Risk assessment and minimization
procedures are set out to achieve the key objectives.

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key
business objectives. Major risks identified by the
businesses and functions are systematically addressed
also discussed at the meetings of the Audit Committee

and the Board of Directors of the Company.

WHISTLE BLOWER POLICY

The Company has implemented a whistle blower
policy, whereby employees, Directors and other
stakeholders can report matters such as generic
grievances, misconduct and misappropriation of
assets and non-compliance of code of conduct to the
Company. The policy safeguards the whistle blowers to
report concerns or grievances and also provides direct
access to the Chairman of the Audit Committee. The
Vigil Mechanism Policy is available at the website of
the company: www.poddarhousing.com. The policy
focuses on promoting ethical behavior in all its business
activities and encourages employees to report concerns
and unethical behavior, actual or suspected fraud
or violation of the company''s code of conduct and
ethics. Under the said mechanism, employees are free
to report violations of applicable laws and regulations
and the Code of Conduct. It also provides for adequate
safeguards against the victimization of persons who use
this mechanism.

The functioning of the Vigil Mechanism is reviewed by
the Audit Committee from time to time. The Company
affirms that no director/ employee of the Company
has been denied access to the Chairman of the Audit
Committee and that no compliant was received during
the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has always believed in providing a safe
and harassment-free workplace for every individual
through various interventions and practices. The
Company always endeavors to create and provide
an environment that is free from discrimination and
harassment, including sexual harassment.

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Internal
Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All
employees of the Company are covered under this policy.

Statement of the Complaints, if any received by the
Company

Sr.

No.

No. of
complaints
received
during the
year

No. of
complaints
disposed
of during the
year

No. of
Complaints
pending as at
the

end of the
financial year

NIL

CHANGE IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Directors:

In accordance with the provisions of Section 152 of the
Act and the Company''s Articles of Association Mr.
Richard Wilson (DIN 10577178) retires by rotation at
the forthcoming Annual General Meeting, and being
eligible offer himself for re-appointment.

The Board recommends his re-appointment for the
consideration of the Members of the Company at
the forthcoming AGM on the terms and conditions
mentioned in the Notice convening the AGM.

During the year under review, Mr. Ravindra Kala, an
Independent Director has resigned with effect from 7^thJanuary, 2024 and Ms. Nishi Jain, Independent Woman
Director has resigned with effect from 14^th March, 2024.

Mr. Dipak Kumar Poddar, Executive Chairman and
Director of the Company has tendered his resignation
from the post of Executive Chairman and Director of
the Company with effect from the closing hours of 15^thApril, 2024.

The Board of Directors place on record, the contribution
made by Mr. Ravindra Kala, Ms. Nishi Jain and Mr.
Dipak Kumar Poddar during their tenure as Directors
of the Company.

The Board of Directors have subject to members
approval, appointed Mr. Richards Wilson as an
Additional Director of the Company with effect from
3^rd May, 2024 and Ms. Meenakshi Saini as an Additional
Independent Woman Director of the Company with
effect from 5^th June, 2024.

The members of the Company have through postal ballot
approved the appointment of Mr. Richard Wilson as
Non-Executive Director designated as Chairman of the
Company and Ms. Meenakshi Saini as an Independent
Woman Director of the Company. The results of the
postal ballot were declared on 1^st August, 2024.

The Independent Directors confirmed that they are not
aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with
an objective independent judgement and without any
external influence.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are
persons of high integrity and repute. They fulfill the
conditions specified in the Act as well as the Rules made
thereunder and are independent of the management.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of Independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)
(b) and 25 of Listing Regulations. The Independent
Directors have also confirmed that they have complied
with the Company''s code of conduct. In the opinion
of the Board of Directors, the independent directors
fulfill the conditions specified in the Act and the Listing
Regulations and are independent of the management.

Further all the independent directors have confirmed
that they are registered with the Independent Directors
database.

Further, a familiarization program has been conducted
for Independent Directors and the details are uploaded on
the company website https://www.poddarhousing.com.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

To familiarize the new independent directors with the
company, an information kit containing documents
about the company - such as its Annual Reports,
Investor Presentations and Code of Conduct of Directors
and the Memorandum and Articles of Association
were provided to them. The new independent director
individually meets with board members and senior
management. Visit to sites are also organized for the
director. The top management also has one on one
discussion with the newly appointed directors to
familiarize with the company and its operations.

The cumulative hours spent by each of the Independent
Director in this programme was approximately two
hours.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of Section 134 of Companies
Act, 2013 and SEBI''s Listing Regulations, the Board has
adopted a formal Annual performance evaluation of the
Board, its Committees and Individual Directors including
the Chairman and executive Directors. The exercise
was carried out during the year through a structured
evaluation process starting with a questionnaire sent to
all Directors followed by discussions in specific manner
covering various levels and aspects such as composition
of the Board and its Committees, effectiveness of the
process, and actual functioning, etc.

Separate exercises were carried out to evaluate the
performance of individual Directors on specific
parameters in board meeting held during the financial
year 2023-2024.

The Chairpersons of the respective Committees, shared
their views with the Board. The Directors express their
satisfaction on implementation of evaluation process.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed the policy on
Nomination and Remuneration which lays down the
framework in relation to the remuneration of Directors,
Key Managerial Personnel and Senior Management of
the Company. This policy also lays down the criteria
for selection and appointment of Board Members, KMP
and Senior Managerial Person. The Nomination and
Remuneration Policy has been posted on the Company''s
website www.poddarhousing.com and the salient
features of the policy form a part of the Annual report.

PARTICULARS OF EMPLOYEES AND THEIR DISCLOSURES:

Disclosures relating to remuneration of Directors u/s
197(12) of the Companies Act, 2013 read with Rule
5(1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed to
this Report. A statement comprising the names of top
10 employees in terms of remuneration drawn and
every person employed throughout the year, who
were in receipt of remuneration in terms of Rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The said Annexure
is not being sent along with this annual report to the
members of the Company in line with the provisions of
Section 136 of the Act. Members who are interested in
obtaining these particulars may write to the Company
Secretary at the Registered Office of the Company. The
aforesaid Annexure is also available for inspection by
Members at the Registered Office of the Company, 21
days before and up to the date of the ensuing Annual
General Meeting during the business hours on any
working day.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred
as "SEBI''s Listing Regulations"), the operations of the
company are reviewed in detail in the Management
Discussion and Analysis Report are forming part of Report.

DISCLOSURE OF ACCOUNTING TREATMENT IN
PREPARATION OF FINANCIAL STATEMENTS

The financial statements are prepared in accordance with
Indian Accounting Standards (Ind AS). The IND AS are

prescribed under section 133 of the Act, read with rule 3
of the Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards)
Amendment Rules, 2016. Accounting Policies have
been consistently applied except where a newly issued
accounting standard is initially adopted or a revision
to an existing accounting standard requires a change in
the accounting policy in use.

AUDITORS

Statutory Auditors and Audit Report

M/s. Bansal Bansal & Co, Chartered Accountants
having Firm Registration No. 100986W, Mumbai were
appointed as the Statutory Auditors of the Company to
hold office for a term of five consecutive years from the
conclusion of the 40^th AGM of the Company held on 29^thSeptember, 2022, till the conclusion of the ensuing 45^thAGM to be held in the calendar year 2027.

The requirement for the annual ratification of auditors''
appointment at the AGM has been omitted pursuant
to Companies (Amendment) Act, 2017 notified on May
7, 2018 and therefore, the Board has not proposed the
ratification of appointment of the said auditor at the
ensuing AGM of the Company. As required under the
provisions of Section 139(1) of the Act, the company has
obtained a written certificate from the Auditors to the
effect that they confirm with the limits specified in the
said Section and they have also given their eligibility
certificate stating that they are not disqualified within
the meaning of Section 141 of the Act.

The Audit Report on the financial statements for
the financial year 2023 - 2024 does not contain any
qualifications, reservations or adverse remarks.

The statutory auditors are also required to issue the
Independent Auditor''s Report. The report issued
thereupon has been attached along with the Standalone
and Consolidated Financial Statements, respectively. The
Board believes that systems in place provide a reasonable
assurance that the Company''s internal financial controls
are designed effectively and are operating as intended.

Information referred in Auditor''s Report are selfÂ¬
explanatory and do not call for any further comments.

Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act read with rule
3 of the Companies (Cost Records and Audit)
Rules, 2014 the Company is required to maintain
cost records. The accounts and records are made
and maintained accordingly by the Company. M/s
V.J Talati & Co, (Firm Registration No. 100675),
Mumbai were appointed as Cost Auditors of the
Company for conducting the Audit of cost records
maintained by the Company for the financial year

2023- 2024.

Further, the Board of Directors has through circular
resolution approved the appointment of M/ s V.J
Talati & Co, Cost Accountants (Firm Registration No.
R00213), Mumbai as Cost Auditors on 12^th August,
2024 for conducting the Audit of the cost records
maintained by the Company for the financial year

2024- 2025. The Remuneration proposed to be paid to
them requires ratification by the shareholders of the
Company in this AGM. In view of this, the Board of
Directors recommends a remuneration of Rs. 50,000/-
plus applicable GST and reimbursement of traveling
expenses and out of pocket expenses (at actuals) to
the Cost Auditors to be ratified by the shareholders
at the 42^nd AGM.

Secretarial Auditors and Secretarial Audit Report

M/ s. DM & Associates Company Secretaries
LLP, Company Secretaries (Firm Registration No.
L2017MH003500), Mumbai were appointed as
Secretarial Auditors of the Company for conducting the
Secretarial Audit for the financial year 2023-2024.

The Secretarial Audit Report dated 14^th May, 2025 for
the financial year 2023-2024, in form MR-3, is attached
to this report.

Further, the Board of Directors has approved the re-

appointment of DM & Associates, Company Secretaries
LLP (Firm Registration No. L2017MH003500), Mumbai
as Secretarial Auditors at their meeting held on 23^rdOctober, 2023 for conducting the Secretarial Audit of the
Company for the financial year 2023-2024

REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the statutory
auditors nor the secretarial auditors nor cost auditors
reported to the Audit Committee, under section 143(12)
of the Act, any instances of fraud committed against
the Company by its officers or employees, the details of
which would need to be mentioned in this Report.

Information relating to Conservation of Energy,
Technology absorption etc. pursuant to Section 134(3)
(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014 and disclosure as to
foreign exchange earnings and outgo.

CONSERVATION OF ENERGY:

i	Steps taken or impact on conservation of energy	N A
ii	Steps taken by the Company for utilizing alternate source of energy	N A
iii	Capital investment on energy conservation equipment''s	N A

Technology absorption:

I	Efforts made towards technology absorption	N A
Ii	Benefits derived like product improvement, cost reduction, production development or import substitution	N A
	In case of imported technology (imported during last three financial years reckoned from the beginning of the financial year)	N A
	a) The details of technology imported	N A
iii	b) The year of import	N A
	c) Whether the technology has been fully absorbed	N A
	d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof.	N A
Iv	The expenditure incurred on Research and Development	N A

FOREIGN EARNINGS & OUTGO:

Sr. No.	Particulars	2023-2024	2022-2023
A	Total Earning for Foreign Exchange
1	FOB Value of Exports	NIL	NIL
2	Services rendered	NIL	NIL
3	Share Application Money	15,22.30	NI
4	Borrowings - ECB	20,97.47	NI

B	Total Outgo in Foreign Exchange
1	Travelling expenses	NIL	NIL
2	Dividend payment	NIL	NIL
3	Other expenses	NIL	NIL

CORPORATE GOVERNANCE REPORT:

Your Company is compliant with the norms on Corporate Governance as provided in the Listing Regulations. Report
on Corporate Governance for financial year 2023-2024 is annexed to this report .

BOARD POLICIES:

The Company seeks to promote and follow the highest
level of ethical standards in all our business transactions
guided by our value system. The Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended,
mandates the formulation of certain policies for all
listed Companies. The policies are available on the
Company''s website, at https://www.poddarhousing.
com. The policies are reviewed periodically by the
Board and updated as and when required.

The details of the policies are provided in this report.

Certificate on Compliance of Corporate Governance
by the Company, Declaration on Code of Conduct by
the Managing Director, Certificate from the Practicing
Company Secretary for Non disqualification of
Directors and Certificate from Managing Director and
CFO of the Company in respect of financial and cash
flow statements are attached with this report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had
revised the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and Secretarial Standards on
General Meetings (SS-2) with effect from 01^st October
2017. The Company is in compliance with the revised
secretarial standards.

INSURANCE

Your company has taken appropriate insurance for all
assets against foreseeable perils.

ONE TIME SETTLEMENT OF LOAN OBTAINED
FROM THE BANKS OR FINANCIAL INSTITUTIONS.

During the year under review, the Company has not
obtained one-time settlement of loan from the banks or
financial institutions.

INVESTOR EDUCATION & PROTECTION FUND
(IEPF)

The details of unpaid / unclaimed dividend and shares
transferred to the IEPF in compliance with the provisions

of the Companies Act, 2013, has been provided in the
Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act
in relation to the Audited Financial Statements of the
Company for the year ended March 31, 2024, the Board
of Directors to the best of its knowledge and belief
confirm that :-

1) in the preparation of annual accounts, the applicable
accounting standards have been followed and
no material departures have been made from the
same;

2) have selected such accounting policies and applied
them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
losses of the Company for that period;

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

4) the annual accounts have been prepared on a
''going concern'' basis.

5) the Company has laid down internal financial
controls and such internal financial controls are
adequate and operating effectively.

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

ACKNOWLEDGEMENTS

Your Directors express their deep sense of gratitude to
the banks, financial institutions, shareholders, vendors,
central and state governments for their support, and look
forward to their continued assistance in the future. We
thank our employees at all levels for their contribution

to your Company''s performance. We applaud them for For and on Behalf of the Board

their superior levels of competence, dedication, and For Poddar Housing and Development Limited

commitment to your Company.

Rohitashwa Poddar

Managing Director
(DIN-00001262)

Place: Mumbai
Date: 19^th May, 2025

Mar 31, 2023

The Directors are pleased to present herewith the 41^st Annual Report of your Company, Poddar Housing and Development Limited along with the Audited Financial Statements for the Financial Year (''FY'') ended March 31,2023.

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Total Revenue	2,706.94	6,350.20	2,984.40	6,553.80
Profit/ (Loss) before taxation	(6,222.78)	(2,258.68)	(6,530.62)	(2,470.75)
Provision for taxation
- Current tax	---	(51.00)	---	(50.75)
- Deferred tax	(1,566.27)	(481.65)	(1,561.91)	481.65
Net profit/(loss) after tax	(4,656.51)	(1,726.03)	(4,968.71)	(2901.65)
Other comprehensive income / (loss) for the year, net of tax	(2171.94)	(0.02)	(721.94)	(0.02)
Total comprehensive income / (loss) for the year, net of tax	(6828.45)	(1,726.05)	(5,690.65)	(2,901.67)
Nominal value per share (in Rs.)	10	10	10	10
Basic and diluted earnings per equity share
- Basic (in Rs.)	(73.73)	(27.33)	(78.68)	(45.95)
- Diluted (in Rs.)	(73.73)	(27.33)	(78.68)	(45.95)

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India forms an integral part of this Report.

TRANSFER TO GENERAL RESERVE

During the year under review, there was no amount transferred to reserves of the Company.

DIVIDEND

In view of the losses incurred by the Company, your Directors do not recommend any dividend on equity shares for the financial year ended March 31, 2023.

The Company''s distribution of dividend policy is available on our website, at https://www.poddarhousing.com

SHARE CAPITAL

The authorized share capital of your Company remains unchanged at 70,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up capital of the Company is 63,15,400 equity shares of Rs. 10/- each fully paid, aggregating Rs. 6,31,54,000. There has been

PERFORMANCE DURING THE YEAR

The standalone total revenue from operations decreased for the financial year 2022-2023 which stood at Rs.2,706.94 lakhs as compared to Rs. 6,350.20 lakhs in the previous year. However, during the year the company has incurred a net Loss after tax of Rs.7065.76 lakhs after tax as compared to the loss of Rs. 1,726.05 in the previous year.

The consolidated total revenue from operations for the year stood at Rs. 2.984.40 lakhs as compared to Rs. 6,553.80 lakhs in the previous year. The Consolidated net loss after tax for the year stood at Rs. 5,690.65 lakhs as compared to Rs. 2,901.65 lakhs in the previous year.

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of the Company for the FY 2022-23 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of Audited Financial Statement of the Company and its subsidiaries, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statements together with the Auditors'' Report are forming part of this Annual Report.

no change in the issued, subscribed and paid-up capital of the Company during the year under review.

FINANCE

Cash and cash equivalent as at 31^st March 2023, was Rs. 55.12 Lakhs. During the year, the Company continues to focus on judicious management of its construction finance, Inter Corporate Deposit Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

CHANGE IN NATURE OF BUSINESS

During the financial year 2022-2023 there has been no change in nature of business

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In compliance with Section 134(3)(l) of the Act, there are no material changes and commitments/events subsequent to the date of financial statements till the date of this report, affecting the financial position of the company.

The Company continues to maintain a positive outlook for the next financial year and will continue to monitor changes in future economic conditions.

SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There were no significant and material orders passed by any regulators, courts or tribunals which would impact the going concern status of the company and also the Company''s future operations.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return in Form MGT-9 containing details as on the financial year ended March 31, 2023 as required under Section 92 (3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules 2014, is available on website at https://www.poddarhousing.com

Listing / Delisting of equity shares

During the financial year 2022-2023, the Company has not delisted any equity shares on any of the stock exchanges. The number of equity shares listed remained unchanged throughout the year.

INDUCTION OF STRATEGIC AND FINANCIAL PARTNERS

During the financial year 2022-2023, the Company has not inducted any strategic and financial partners

DEPOSITS

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.

Details relating to deposits to be confirmed pursuant to Rule 8 of Companies (Accounts) Rules, 2014:

(a) accepted during the year - Nil

(b) remained unpaid or unclaimed as at the end of the year - Nil

(c) any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved - Not Applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year 2022-2023 were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee and also the Board for approval. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has formulated a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.poddarhousing. com. The particulars as required under the Companies Act, 2013 is furnished in "Annexure A" to this report.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are detailed in Notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

As required under section 135 of the Companies Act, 2013, the Company has formed CSR committee and in past Company has spent funds by undertaking the specified and permissible activities for education, health and public hygiene under various CSR activities.

During the financial year, 2020-2021, 2021-2022 and 2022-2023, the Company had operational losses and hence there is no CSR liability for the financial year 2022-2023.

Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate

Governance Report that forms part of this Report and marked as Annexure B

RISK MANAGEMENT POLICY

The Audit Committee closely monitors all risks that could have a negative impact on the Company. PHDL Management Team encompasses practices related to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, operational, legal and compliance risks to achieving our key business objectives. Risks which were reviewed by the Audit Committee are Liquidity Risk, Regulatory Risk, Property Market Risk, Macro Economic Risk and Land title risk. The focus of risk management is to assess risks and deploy mitigation measures.

In accordance with Regulation 17(9) SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 (herein after called Listing Regulations) the Board members have formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. Risk assessment and minimization procedures are set out to achieve the key objectives.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

WHISTLE BLOWER POLICY

The Company has implemented a whistle blower policy, whereby employees, Directors and other stakeholders can report matters such as generic grievances, misconduct, misappropriation of assets and non-compliance of code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or

SN_o No. of complaints received during the No. of complaints disposed off during No. of Complaints pending

'' '' financial year the Year as at the end of the financial year

1 NIL NIL NIL

grievances and also provides direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy is available at the website of the company: www.poddarhousing.com. The policy focuses on promoting ethical behavior in all its business activities and encourages employees to report concerns and unethical behavior, actual or suspected fraud or violation of the company''s code of conduct and ethics. Under the said mechanism, employees are free to report violations of applicable laws and regulations and the Code of Conduct. It also provides for adequate safeguards against the victimization of persons who use this mechanism.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Company affirms that no director/ employee of the Company has been denied access to the Chairman of the Audit Committee and that no compliant was received during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has always believed in providing a safe and harassment-free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment, including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under this policy.

Statement of the Complaints, if any received by the Company

DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES / AND ITS PERFORMANCE

The Company has one subsidiary and a Joint Venture Company as follows:

Wholly Owned Subsidiary*

1) Poddar Habitat Private Limited

*(During the year under review, the company has disposed off investment & accordingly M/s Poddar Buildtech Private Limited and M/s Poddar Buildcon Private Limited ceased to be subsidiaries of the company.)

Joint Venture:

Viva Poddar Housing Private Limited

Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to Subsidiary Companies is given herein below:

CIN	U45200MH2008PTC187290
Name of the Subsidiary	Poddar Habitat Private Limited
Reporting period for the subsidiary	1st April 2022 31st March 2023
The date since when subsidiary was acquired	25^th October, 2008
Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	Not Applicable (Same as holding company)
Reporting Currency	INR (^)
Amount	INR in Lakhs
Share Capital	1.00
Reserve and Surplus	(1,828.04)
Total Assets	3,096.58
Total Liabilities	3,096.58
Investments	0.38
Turnover	273.94
Profit before Taxation	(347.60)
Provision for Taxation	5.78
Profit after Taxation	(353.38)
Proposed Dividend	â
% of shareholding	100.00

The audited financial statements, the Auditors Report thereon and the Board''s Report for the year ended 31st March, 2023 for the above subsidiary are available on the Company''s website: www.poddarhousing.com.

The Company will make available, the audited financial statements of the subsidiary Company i.e Poddar Habitat Private Limited to any Member of the Company on a request from a member.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association Mr. Rohitashwa Poddar (DIN 00001262), retires by rotation at the forthcoming Annual General Meeting, and being eligible offer himself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of the Company at the forthcoming AGM on the terms and conditions mentioned in the Notice convening the AGM.

During the financial year Mr. Dilip J. Thakkar and Mr. Shrikant Tembey, Independent Directors of the Company have resigned from the Directorship w.e.f.29.09.2022 and 14.02.2023 respectively

In the current financial year 2023-2024, the Board of Directors in its meeting held on 23^rd May, 2023 appointed Mr. Suman Kumar Verma as an Independent Director.

Further your company at its Extra Ordinary General Meeting held on 22^nd August, 2023 the members of the Company approved and regularized appointment of Mr. Suman Kumar Verma as an Independent Director for a period of five years by passing ordinary resolution.

The Independent Directors confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

During the current financial year 2023-2024 Mr. Haroon Noor Mohamed Mansuri has been appointed as Company secretary & CFO of the Company w.e.f.04.09.2023.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) and 25 of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct. In the opinion of the Board of Directors, the independent directors fulfill the conditions specified in the Act and the Listing Regulations and are independent of the management.

Further all the independent directors have confirmed that they are registered with the Independent Directors database.

Further, a familiarization program has been conducted for Independent Directors and the details are uploaded on the company website https://www.poddarhousing.com.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the new independent directors with the company, an information kit containing documents about the company - such as its Annual Reports, Investor Presentations and Code of Conduct of Directors and the Memorandum and Articles of Association were provided to them. The new independent director individually meets with board members and senior management. Visit to sites are also organized for the director. The top management also has one on one discussion with the newly appointed directors to familiarize with the company and its operations.

The cumulative hours spent by each of the Independent Director in this programme was approximately two hours.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of Section 134 of Companies Act, 2013 and SEBI''s Listing Regulations, the Board has adopted a formal Annual performance evaluation of the Board, its Committees and Individual Directors including the Chairman and executive Directors. The exercise was carried out during the year through a structured evaluation process starting with a questionnaire sent to all Directors followed by discussions in specific manner covering various levels and aspects such as composition of the Board and its Committees, effectiveness of the process, and actual functioning, etc.

Separate exercises were carried out to evaluate the performance of individual Directors on specific parameters in board meeting held during the financial year 2022-2023.

The Chairpersons of the respective Committees, shared their views with the Board. The Directors express their satisfaction on implementation of evaluation process.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed the policy on Nomination and Remuneration which lays down the framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down the criteria for selection and appointment of Board Members, KMP and Senior Managerial Person. The Nomination and Remuneration Policy has been posted on the Company''s website www. poddarhousing.com and the salient features of the policy form a part of the Annual report.

PARTICULARS OF EMPLOYEES AND THEIR DISCLOSURES:

Disclosures relating to remuneration of Directors u/s 197(12)

of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure C to this Report. A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on any working day.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI''s Listing Regulations"), the operations of the company are reviewed in detail in the Management Discussion and Analysis Report are forming part of Report.

DISCLOSURE OF ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The IND AS are prescribed under section 133 of the Act, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting Policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy in use.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY AND FINANCIAL CONTROLS

The Company has an effective Internal Control System, which commensurate with the size and scale of its operations.

The Company has in place adequate internal financial controls for ensuring efficient conduct of its business in adherence with laid-down policies; safeguarding of its assets; prevention and detection of frauds and errors; accuracy and completeness of the accounting records; and timely preparation of reliable financial information, which is commensurate with the operations of the Company.

accounting policy and procedures. Based on the report, corrective action, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

AUDITORS

Statutory Auditors and Audit Report

M/s. Bansal Banasal & Co, Chartered Accountants having Firm Registration No. 100986W, Mumbai were appointed as the Statutory Auditors of the Company to hold office for a term of five consecutive years from the conclusion of the 40^th AGM of the Company held on 29^th September,2022 , till the conclusion of the ensuing 45^th AGM to be held in the calendar year 2027.

The requirement for the annual ratification of auditors'' appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018 and therefore, the Board has not proposed the ratification of appointment of the said auditor at the ensuing AGM of the Company. As required under the provisions of Section 139(1) of the Act, the company has obtained a written certificate from the Auditors to the effect that they confirm with the limits specified in the said Section and they have also given their eligibility certificate stating that they are not disqualified within the meaning of Section 141 of the Act.

The Audit Report on the financial statements for the financial year 2022 - 2023 does not contain any qualifications, reservations or adverse remarks.

The statutory auditors are also required to issue the Independent Auditor''s Report. The report issued thereupon has been attached along with the Standalone and Consolidated Financial Statements, respectively. The Board believes that systems in place provide a reasonable assurance that the Company''s internal financial controls are designed effectively and are operating as intended.

Information referred in Auditor''s Report are self-explanatory and do not call for any further comments.

Internal Auditors and Internal Audit Report

M/s. Sunny Shah & Company, Chartered Accountants (Firm Registration No. 140697W), Mumbai were appointed as Internal Auditors of the Company for conducting Internal Audit for the financial year 2022-2023. The quarterly Internal Audit Reports were discussed by the Audit Committee and Board of Directors in their respective meetings.

Further, the Board of Directors has approved the re- appointment of M/s. Sunny Shah & Company, Chartered Accountants (Firm Registration No. 140697W), Mumbai as Internal Auditors at their

meeting held on 23^rd October, 2023 for conducting the Internal Audit of the Company for the financial year 2023-2024.

Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 the Company is required to maintain cost records. The accounts and records are made and maintained accordingly by the Company. M/s VJ Talati & Co, (Firm Registration No. R00213), Mumbai were appointed as Cost Auditors of the Company for conducting the Audit of cost records maintained by the Company for the financial year 2022-2023.

Further, the Board of Directors has approved the appointment of M/s VJ Talati & Co, Cost Accountants (Firm Registration No. R00213), Mumbai as Cost Auditors at their meeting held on 23^rd October, 2023 for conducting the Audit of the cost records maintained by the Company for the financial year 2023-24. The Remuneration proposed to be paid to them requires ratification by the shareholders of the Company in this AGM. In view of this, the Board of Directors recommends a remuneration of Rs. 50,000/- plus applicable GST and reimbursement of traveling expenses and out of pocket expenses (at actuals) to the Cost Auditors to be ratified by the shareholders at the 41^st AGM.

Secretarial Auditors and Secretarial Audit Report

M/s. DM & Associates Company Secretaries LLP, Company Secretaries (Firm Registration No. L2017MH003500), Mumbai were appointed as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2022-2023.

The Secretarial Audit Report dated 14^th November, 2023 for the financial year 2022-2023, in form MR-3, Annexure-D.

Further, the Board of Directors has approved the re- appointment of DM & Associates, Company Secretaries LLP (Firm Registration No. L2017MH003500), Mumbai as Secretarial Auditors at their meeting held on 23^rd October, 2023 for conducting the Secretarial Audit of the Company for the financial year 2023-2024

REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the statutory auditors nor the secretarial auditors nor cost auditors reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

Information relating to Conservation of Energy, Technology absorption etc. pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 and disclosure as to foreign exchange earnings and outgo.

CONSERVATION OF ENERGY :
i	Steps taken or impact on conservation of energy	N A
ii	Steps taken by the Company for utilizing alternate source of energy	N A
iii	Capital investment on energy conservation equipment''s	N A

Technology absorption :

i	Efforts made towards technology absorption				N A
ii	Benefits derived like product improvement, cost reduction, production development or import substitution				N A
iii	In case of imported technology (imported during last three financial Years reckoned from the beginning of the financial year)				N A
	a) The details of technology imported				N A
	b) The year of import				N A
	c) Whether the technology has been fully absorbed				N A
	d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof.				N A
iv	The expenditure incurred on Research and Development				N A
FOREIGN EARNINGS & OUTGO
Sr. No.		Particulars	2022-2023	2021-2022
A		Total Earning for Foreign Exchange
1		FOB Value of Exports	NIL	NIL
2		Services rendered	NIL	NIL

B		Total Outgo in Foreign Exchange
1		Travelling expenses	NIL	NIL
2		Dividend payment	NIL	NIL
3		Other expenses	NIL	NIL

CORPORATE GOVERNANCE REPORT

Your Company is compliant with the norms on Corporate Governance as provided in the Listing Regulations. Report on Corporate Governance for financial year 2022-2023 is annexed to this report Annexure-E.

BOARD POLICIES:

The Company seeks to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandates the formulation of certain policies for all listed Companies. The policies are available on the Company''s website, at https://www.poddarhousing.com.

The policies are reviewed periodically by the Board and updated as and when required.

The details of the policies are provided in Annexure F of this report

Certificate on Compliance of Corporate Governance by the Company, Declaration on Code of Conduct by the Managing Director, Certificate from the Practicing Company Secretary for Non disqualification of Directors and Certificate from Managing Director and CFO of the Company in respect of financial and cash flow statements are attached with this report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect

from 01^st October 2017. The Company is in compliance with the revised secretarial standards.

INSURANCE

Your company has taken appropriate insurance for all assets against foreseeable perils.

ONE TIME SETTLEMENT OF LOAN OBTAINED FROM THE BANKS OR FINANCIAL INSTITUTIONS.

During the year under review, the Company has not obtained onetime settlement of loan from the banks or financial institutions.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

The details of unpaid / unclaimed dividend and shares transferred to the IEPF in compliance with the provisions of the Companies Act, 2013, has been provided in the Corporate Governance Report.

APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

There was no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act in relation to the Audited Financial Statements of the Company for the year ended March 31,2023, the Board of Directors to the best of its knowledge and belief confirm that :-

1) in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

2) have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period;

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

4) the annual accounts have been prepared on a ''going concern'' basis.

5) the Company has laid down internal financial controls and such internal financial controls are adequate and operating effectively.

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

ACKNOWLEDGEMENTS

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, vendors, central and state governments for their support, and look forward to their continued assistance in the future. We thank our employees at all levels for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication, and commitment to your Company.

Mar 31, 2018

The Directors take pleasure in presenting the Thirty Sixth Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts for the year ended 31st March, 2018.

HIGHLIGHTS OF PERFORMANCE

- Consolidated income for the year decreased to Rs.3511.01 Lacs as compared to Rs.6024.21 lacs in March 31, 2017;

- Consolidated Profit/(Loss) after tax for the year was Rs. (698.24) lacs as compared to Profit/(Loss) Rs.397.52 Lacs in March 31, 2017;

1. FINANCIAL RESULTS (Rs.In Lacs)

Particulars	2017-2018	2016-2017	2017-2018	2016-2017
Particulars	STANDALONE		CONSOLIDATED
Total revenue	3092.25	3979.92	3511.01	6024.21
Profit/ (loss) before taxation	(706.99)	(10.14)	(1015.18)	307.48
Provision for taxation
Current	(13.55)	(20.63)	(13.55)	89.37
Deferred	(248.78)	(3.82)	(253.53)	(4.00)
Less: minority interest	0	0	0	0
Net profit after tax	(444.66)	14.31	(748.10)	222.11
Other comprehensive income for the year, net of tax	44.89	168.71	49.86	175.41
Other comprehensive income for the year, net of tax	(399.77)	183.02	(698.24)	397.52

The Company has adopted the Ind AS on April 1, 2017 with the transition date as April 1, 2016 and adoption was carried out in accordance with Ind AS 101 - First time adoption of Indian Accounting Standards. All applicable Ind AS have been applied consistently and retrospectively wherever required. The transition was carried out from the Indian Account Principles generally accepted in India as prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 (IGGAP), which was the previous Indian GAAP.

2. DIVIDEND

During the financial year the Company has incurred operating losses due to delay in launch of its projects. The Board of Directors have pleasure in recommending for consideration of the Members at the Annual General Meeting, payment of Dividend of Rs.1.50 per Equity Share (15%) (Previous Year 15%), for the year ended 31st March, 2018 from the retained earnings. The total dividend outgo including tax thereon will be Rs.114.02 Lacs (Previous Year Rs.114.02 Lacs.)

3. TRANSFER TO RESERVES

During the Year Company has not proposed any transfer to the Company''s General Reserve due to operation losses for the financial year ended March 31, 2018 also The Company has not created Debenture Redemption Reserve due to the said reason.

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018 was Rs.6,31,54,000 (face value Rs.10 each). During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity.

5. NON-CONVERTIBLE DEBENTURES

On 13 March, 2018, the Company had issued and allotted 1,00,000 (One Lakh) secured, redeemable non-convertible debentures of the Company each bearing a face value of Rs.10,000/- (Rupees Ten Thousand only) aggregating to Rs.100,00,00,000/- (Rupees One Hundred Crores only) on private placement basis.

6. FINANCE

Cash and cash equivalent as at 31st March 2018, was Rs.1,011.94 Lacs and Investment in Mutual Funds as at 31st March 2018, was Rs.7,146.33 Lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

7. DEPOSITS

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

9. PERFORMANCE DURING THE YEAR

During the year the Company has successfully completed the construction of its one project known as Samruddhi Evergreens Badlapur IV-A, located at Badlapur. Also, during the financial year the Company has launched sales of its 1st Mumbai City bound project known as Poddar Spraha Diamond located at Chembur (Maha RERA No. P51900002986). The Company is in the process of obtaining relevant approvals for its other upcoming project at Badlapur, Kalyan - Mharal, Kalyan - Tisgaon, Kandivali and hence no additional project is being launched during the financial year ended 31 March 2018. The Company is expecting to launch few of its above mentioned project towards the end of Q2 / mid of Q3 of financial year 2018 - 19.

During the financial year the Company has incurred operating loss of Rs.399.77 Lacs. The said operating loss has been incurred is mainly due to lower operations / sales by the Company. Also, during the year the Company had incurred additional marketing spend of approx. H150 lacs for launch of Project Poddar Spraha Diamond at Chembur. The overall interest cost is increased by Rs.130 lacs (part of the funds being raised from HDFC Capital Affordable Housing Fund) due to additional funds being raised and the deployment is in process. Also, the increase in onetime legal and professional fees expenses of about Rs.150 lacs on account of fund raising, legal fees for Badlapur and Bhivpuri project, etc.

10. CORPORATE SOCIAL RESPONSIBILITY

As required u/s 135 of the Companies Act, 2013, during the year, the Company undertook a number of CSR initiatives which is mainly focused on promoting education, health and public hygiene.

During the year the Company has taken CSR initiative which is mainly focused on promoting education. In this connection the Company during the year under consideration made donations of Rs.55.50 Lacs, including the unspent amount Rs.19.34 lacs of last year. A detailed list of the contributions made is annexed herewith as "Annexure A"

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report, corrective action, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

12. WHISTLE BLOWER POLICY

The Company Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company at: http://www.poddarhousing.com.

13. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18

- No of complaints received: NIL

- No of complaints disposed off: NIL

14. SUBSIDIARY COMPANY

The Company has one subsidiary and a Joint Venture Company viz. as follows:

Subsidiaries:

1. Poddar Habitat Private Limited

Joint Venture:

2. Viva Poddar Housing Private Limited

The salient financial statements of the subsidiaries are given herein below:

Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary Companies is given herein below:

(Rs.in Lacs)

CIN	U93000MH1995PTC086174	U45200MH2008PTC186494
Name of the Subsidiary	Poddar Habitat Private Limited	Viva Poddar Housing Private Limited
Reporting period for the subsidiary	1st April 2017- 31st March 2018	1st April 2017- 31st March 2018
Reporting Currency	INR (Rs.)	INR (Rs.)
Share Capital	1.00	H1.00
Reserve and Surplus	81.11	0.00
Total Assets	900.54	6279.18
Total Liabilities	818.43	6279.18
Investments	0.39	Nil
Turnover	464.16	Nil
Profit before Taxation	(307.76)	Nil
Provision for Taxation	4.97	Nil
Profit after Taxation	298.04	Nil
Proposed Dividend	NIL	Nil
% of shareholding	100%	50%

The audited financial statements, the Auditors Report thereon and the Board''s Report for the year ended 31st March, 2018 for each of the Company''s subsidiaries are available on the Company website: www.poddarhousing.com.

The Company will make available, the Annual Accounts of the subsidiary Companies to any Member of the Company who may be interested in obtaining the same.

During the year no Company has become or ceased to be a Subsidiary, Joint Venture or Associate company of Poddar Housing and Development Limited during the year under consideration.

14. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements are provided in this Annual Report which have been prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI).

15. DIRECTORS AND KMP

In terms of provisions of the Section 152(6) of the Companies Act, 2013, Mr. Dilip J Thakkar retires by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment and Mr. Rohitashwa Poddar re-appointed as Managing Director of the Company. The profile of director seeking reappointment pursuant to Regulation 36 of the (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges is included in the annual report.

No Director or Key Managerial Personnel was appointed or has resigned during the year under consideration.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulation.

During the year 6 Board Meetings were held and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given the Report on Corporate Governance.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the (Listing Obligations and Disclosure Requirements) Regulations 2015, 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 its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17. DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

18. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

1. The Board Affirms that the remuneration paid is as per the Remuneration Policy of the Company.

2. The percentage increase in the remuneration of the Chief Financial Office and Company Secretary, Key Managerial Persons (KMP) in the financial year was 5.00% and 5.00% respectively.

3. The percentage increase in the median remuneration of employees in the financial year: 5.00%.

4. Average percentage increase in salaries of non-managerial employees was 5.00% as compared to average percentage increase in managerial remuneration which was 5.00%.

5. Number of Permanent employees on the rolls of the company as on March 31, 2018: 140 Nos.

6. The Ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company during the year under consideration

(Rs.in Lacs )

Name of Director	Remuneration Paid	Median Remuneration	Ratio
Mr. Dipak Kumar Poddar (Executive Chairman)	29.46	3.78	1:7.39
Mr. Rohitashwa Poddar (Managing Director)	38.96	3.78	1:10.30
Mr. Shrikant Tembey (Independent Director)	1.95	3.78	1:0.51
Mr. Dilip J. Thakkar (Non-Executive Director)	0.75	3.78	1:0.20
Mr. Ramakant Nayak (Independent Director)	1.95	3.78	1:0.51
Mr. Tarun Kataria (Independent Director)	0.75	3.78	1:0.20
Mrs. Sangeeta Purushottam (Independent Women Director)	1.05	3.78	1:0.27

7. There is no increase in the remuneration paid to the Executive Director and there is no increase the sitting fees paid to the Independent Directors and Non executive Director. The average increase in remuneration for the year is 5.00%.

8. Variation in Market capitalization

2017: Rs.597.31 cr

2018: Rs.590.48 cr

Price earning Ratio as on 31st March 2018: (6.33)

Price earning Ratio as on 31st March 2017: 2.90

19. DIRECTORS RESPONSIBILITY

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

I. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

II. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that year;

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

IV. that the annual accounts have been prepared on a ''going concern'' basis.

V. that the company has laid down internal financial controls and such internal financial controls are adequate and operating effectively

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

20. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at: http://www.poddarhousing.com. The particulars as required under the Companies Act, 2013 is furnished in "Annexure B" to this report.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

22. STATUTORY AUDITORS

The Members at the 35th (Thirty Fifth) Annual General Meeting approved the appointment of M/s. Bansal Bansal & Company, Chartered Accountants, as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of 5 years till the conclusion of the 40th Annual General Meeting to be held in 2022 subject to ratification of members at every Annual general Meeting.

M/s. Bansal Bansal & Company, have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. Your directors recommend to ratify the appointment of M/s. Bansal Bansal & Company, Chartered Accountants as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 35th Annual General Meeting, until the conclusion of the 40th Annual General Meeting of the Company to be held in the year 2022.

There is no Qualifications made by the Auditor in their Report, as emphasis of the Auditor in their Report are self explanatory and require no separate comments.

23. COST AUDITORS

In terms of the Order issued by the Central Government under Section 148 of the Companies Act, 2013 the Company was required to appoint cost auditors to get the audit of the cost records of the Company done by a member of the Institute of Cost & Works Accountants of India (ICAI).

For FY 2017-2018, the Company propose to appoint M/s Nayana Premji Savala, Cost Auditors (Firm Registration No. 100214) for the audit of the cost records. The Cost Audit Report for FY2017-18 will be filed within the period stipulated under the Companies Act, 2013.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s approval for the ratification of remuneration payable to M/s Nayana Premji Savala, Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Dinesh Deora, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C"

25. CONSERVATION OF ENERGY AND TECHNOLOGIES

Information relating to Conservation of Energy, Technology absorption etc pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company.

Foreign Exchange earnings and outgo are furnished in "Annexure D" to this report.

26. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E"

27. CORPORATE GOVERNANCE

We comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on corporate governance. A detailed report on the Corporate Governance has been included in this report along with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance. Further a separate Management Discussion and Analysis report is also given in this report.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in the Corporate Governance Report.

29. EMPLOYEES RELATIONS

The employees'' relation at all levels and at all units continued to be cordial during the year.

30. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Bankers, Customers, Business Associates and to the Shareholders and Investors for the confidence reposed in the Company''s management.

The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.

For and on Behalf of the Board

Poddar Housing and Development Limited

(Formerly known as Poddar Developers Limited)

Place: Mumbai Dipak Kumar Poddar

Date: May 18, 2018 Executive Chairman

Mar 31, 2017

The Directors take pleasure in presenting the Thirty Fifth Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts for the year ended 31st March, 2017.

Highlights of Performance

- Consolidated income for the year decreased to Rs. 6139.34 Lacs as compared to Rs.15453.01 lacs in March 31, 2016;

- Consolidated profit before tax for the year was Rs.410.88 lacs as compared to Rs.2344.94 Lacs in March 31, 2016;

- Consolidated Profit after tax for the year was Rs.325.51 Lacs as compared to Rs.1665.05 Lacs in March 31, 2016.

1. Financial Results

(Rs. In Lacs)

Particulars	2016-2017	2015-2016	2016-2017	2015-2016
	Standalone		Consolidated
Total Revenue	4088.77	13871.46	6139.34	15453.01
Profit/Before Depreciation/ Interest & Exceptional Item	157.08	2407.18	483.38	2554.81
Depreciation & Interest	63.06	88.10	65.12	92.66
Profit/ (Loss) Before Exceptional Item & Tax	94.02	2319.08	418.26	2462.15
Exceptional Items	(7.38)	(117.21)	(7.38)	(117.21)
Profit/ (Loss) Before Taxation	86.64	2201.87	410.88	2344.94
Provision For Taxation
Current	20.63	(631.70)	(89.37)	(685.90)
Deferred	3.82	5.35	4.00	4.78
Less: Minority Interest	0	0	0	1.23
Net Profit After Tax	111.09	1575.52	325.51	1665.05
Profit / (Loss) Brought Forward From Previous Year	5929.30	4967.80	6141.17	5089.20
Effect Of Hiving Off The Subsidiaries	-	-	0	2.17
Surplus Available For Appropriation	6040.39	6543.32	6419.12	6756.42
Transfer To General Reserve	(0.00)	(500.00)	(0.00)	(500.00)
Proposed Dividend (Incl Dividend Distribution Tax	(114.02)	(114.02)	(114.02)	(114.02)
Minority Interest Adjusted Being Negative And Irrecoverable	0	0	(0)	(1.23)
Balance Carried To Balance Sheet	5926.37	5929.30	6305.10	6141.17

2. Dividend

The Board of Directors have pleasure in recommending for consideration of the Members at the Annual General Meeting, payment of Dividend of H1.50 per Equity Share (15%) (Previous Year 15%), for the year ended 31st March, 2017. The total dividend outgo including tax thereon will be Rs.114.02 Lacs (Previous Year Rs.114.02 Lacs.)

3. Transfer To Reserves

During the Year Company has not proposed any transfer to the Company''s General Reserve.

4. Share Capital

The paid up Equity Share Capital as on March 31, 2017 was Rs.6,31,54,000 (face value Rs.10 each). During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. Finance

Cash and cash equivalent as at 31st March 2017, was Rs.304.98 Lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

6. Deposits

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.

7. Particulars Of Loans, Guarantees Or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8. Performance During The Year

The Company was unable to launch new projects due to regulatory issues, beyond our control, which affected the launch of several new projects these projects are now expected to be launched in Q3 and Q4 of 2017-2018.

The Company has entered in to a Joint Venture Agreement with Navkar Construction to develop a new SRA Housing Project at Akurli, Kandivali, Mumbai and with VTO Sweet Homes Pvt Ltd to develop a new SRA Housing Project at Vadhavan, Kandivali, Mumbai.

The Company achieved a Consolidated Turnover and Other Income of Rs.61.39 Crores as against Rs.154.53 Crores during the previous year. The Company has earned Consolidated Net Profit of Rs.3.25 Crores for the year ended after providing depreciation and Tax as against a profit of Rs.16.65 Crores during the previous year.

The Company is debt free, without any long term or short term borrowings including working capital for construction.

9. Corporate Social Responsibility

As required u/s 135 of the Companies Act, 2013, during the year, the Company undertook a number of CSR initiatives which is mainly focused on promoting education, health and public hygiene.

During the year the Company has taken CSR initiative which is mainly focused on promoting education. In this connection the Company during the year under consideration made donations of Rs.25.00 Lacs. There is unspent amount of Rs.19.34 lacs due to non-availability of appropriate trust/NGOs for allocation of funds. Company will spent the said amount in upcoming financial years. A detailed list of the contributions made is annexed herewith as "Annexure A".

10. Internal Control Systems And Their Adequacy

The policy is available on the Company Website at: http:// www.poddarhousing.com

11. Whistle Blower Policy

12. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17

- No of complaints received: NIL

- No of complaints disposed off: NIL

13. Subsidiary Company

The Company has one subsidiary and a Joint Venture Company viz. as follows:

Subsidiaries:

1. Poddar Habitat Private Limited

Joint Venture:

2. Viva Poddar Housing Private Limited

The salient financial statements of the subsidiaries are given herein below:

Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary Companies is given herein below:

(Rs.in Lacs)

CIN	U93000MH1995PTC086174	U45200MH2008PTC186494
Name of the Subsidiary	Poddar Habitat Private Limited	Viva Poddar Housing Private Limited
Reporting period for the subsidiary	1st April 2016- 31st March 2017	1st April 2016- 31st March 2017
Reporting Currency	INR (H)	INR (H)
Share Capital	1.00	H1.00
Reserve and Surplus	378.73	0.00
Total Assets	1800.65	6279.18
Total Liabilities	1420.92	6278.18
Investments	0.39	Nil
Turnover	2080.36	Nil
Profit before Taxation	324.24	Nil
Provision for Taxation	(109.82)	Nil
Profit after Taxation	214.42	Nil
Proposed Dividend	NIL	Nil
% of shareholding	100%	50%

The Company has following associate Partnership Firms & LLC:

1. Shiv Shakti Developers

2. Nav Nirman Agro

3. Mahaganapati Developers, LLP

4. Organically Grown Group, LLC

The Salient Financial Statement is given herein below:

Name Partnership Firm	Shiv Shakti Developers	Nav Nirman Agro	Mahaganapati Developers, LLP
Reporting period	1st April 2016- 31st March 2017	1st April 2016- 31st March 2017	1st April 2016- 31st March 2017
Reporting Currency	INR (H)	INR (H)	INR (H)
Share Capital	35.64	10.00	1.00
Reserve and Surplus	Nil	Nil	Nil
Total Assets	69.92	15.29	0.85

Total Liabilities	34.28	6.23	0.17
Investments	Nil	Nil	Nil
Turnover	Nil	Nil	Nil
Profit before Taxation	Nil	Nil	Nil
Provision for Taxation	Nil	0.00	0.00
Profit after Taxation	Nil	Nil	Nil
Proposed Dividend	Nil	Nil	Nil
% of shareholding	97%	99%	99%

The audited financial statements, the Auditors Report thereon and the Board''s Report for the year ended 31st March, 2017 for each of the Company''s subsidiaries are available on the Company website: www.poddarhousing.com.

The Company will make available, the Annual Accounts of the subsidiary Companies to any Member of the Company who may be interested in obtaining the same.

During the year Poddar Housing, FZE has ceased to be a Subsidiary of the Company and there are no other Company has become or ceased to be a Subsidiary, Joint Venture or Associate company of Poddar Housing and Development Limited during the year under consideration.

14. Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

15. Directors

In terms of provisions of the Section 152(6) of the Companies Act, 2013, Mr. Rohitashwa Poddar retires by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment and Mr. Dipak Kumar Poddar reappointed as Whole Time Director of the Company. The profile of director seeking reappointment pursuant to Regulation 36 of the (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges is included in the annual report.

Other than this No Director or Key Managerial Personnel was appointed or has resigned during the year under consideration. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulation. During the year 6 Board Meetings were held and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given the Report on Corporate Governance.

16. Board Evaluation

17. Remuneration Policy

1. The Board Affirms that the remuneration paid is as per the Remuneration Policy of the Company.

2. The percentage increase in the remuneration of Chief Financial Officer and Company Secretary, Key Managerial Persons (KMP) in the financial year was 84.5% and 27.6% respectively.

3. The percentage increase in the median remuneration of employees in the financial year: 12.50%.

4. Average percentage increase in salaries of non-managerial employees was 12.50% as compared to average percentage increase in managerial remuneration which was 13.75%.

5. Number of Permanent employees on the rolls of the company as on March 31, 2017: 127 Nos.

6. The Ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company during the year under consideration.

7. There is no increase in the remuneration paid to the Executive Director and there is no increase the sitting fees paid to the Independent Directors and Non executive Director. During the year there has been decrease in Sales by 74.35% and decrease in PAT by 92.94%. The average increase in remuneration for the year is 13.00%.

(Rs. in Lacs )

Name of Director	Remuneration Paid	Median Remuneration	Ratio
Mr. Dipak Kumar Poddar (Executive Chairman)	25.47	3.43	1:7.42
Mr. Rohitashwa Poddar (Managing Director)	41.61	3.43	1:12.13
Mr. Shrikant Tembey (Independent Director)	1.95	3.43	1:0.56
Mr. Dilip J. Thakkar (Non-Executive Director)	0.60	3.43	1:0.17
Mr. Ramakant Nayak (Independent Director)	1.95	3.43	1:0.56
Mr. Tarun Kataria (Independent Director)	0.60	3.43	1:0.17
Mrs. Sangeeta Purushottam (Independent Women Director)	0.75	3.43	1:0.21

8. Comparison of remuneration of the Key Managerial Personnel against the performance of the Company":

i) Change in sales of the Company : 74.35% decrease

ii) Change in the PAT of the Company: 92.94% decrease

iii) Change in the remuneration of Key Managerial Persons (KMP) 55.5%

9. Variation in Market capitalization

2016 : Rs.716.79 cr

2017: Rs.597.31 cr

Price earnings Ratio as on 31st March 2017: 1.43

Price earnings Ratio as on 31st March 2016: 24.95

18. Directors Responsibility

I. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

IV. that the annual accounts have been prepared on a ''going concern'' basis.

V. that the company has laid down internal financial controls and such internal financial controls are adequate and operating effectively

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

19. Related Party Transactions

20. Significant And Material Orders Passed By The Regulators Or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

21. Statutory Auditors

M/s. R. S. Shah & Company, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and not eligible for re-appointment as statutory auditor of the company due to provisions of Section 139 (2) of the Companies Act 2013. Board of Directors has approved the appointment of M/s. Bansal Bansal & Company, Chartered Accountants, Mumbai as Statutory Auditor of the Company for the period of 5 years. The Auditor has furnished a certificate of their eligibility for appointment under Section 139 of the Companies Act, 2013.

M/s. Bansal Bansal & Company has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under SEBI Regulation 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There is no Qualifications made by the Auditor in their Report, as emphasis of the Auditor in their Report are self explanatory and require no separate comments.

22. Cost Auditors

For FY 2016-2017, the Company propose to appoint M/s Nayana Premji Savala, Cost Auditors (Firm Registration No. 100214) for the audit of the cost records. They would be required to submit the reports by 29th September, 2017.

23. Secretarial Audit

24. Conservation Of Energy And Technologies

Foreign Exchange earnings and outgo are furnished in "Annexure D" to this report.

25. Extract Of The Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E".

26. Corporate Governance

27. Particulars Of Employees

28. Employees Relations

The employees'' relation at all levels and at all units continued to be cordial during the year.

29. Acknowledgements

The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.

For and on Behalf of the Board

Poddar Housing and Development Limited

(Formerly known as Poddar Developers Limited)

Place: Mumbai Dipak Kumar Poddar

Date: May 16, 2017 Executive Chairman

Mar 31, 2014

Dear Members,

1. The Directors take pleasure in presenting the Thirty Second Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts for the year ended 31st March, 2014.

Rs in Lacs STANDALONE CONSOLIDATED PARTICULARS 2013-2014 2012-2013 2013-2014 2012-2013

TOTAL REVENUE 6993.49 3096.47 6918.92 3075.54

PROFIT/BEFORE 1357.76 829.49 1322.08 678.42 DEPRECIATION/ INTEREST & EXCEPTIONAL ITEM

DEPRECIATION & INTEREST 60.76 95.10 63.04 95.93

PROFIT/(LOSS) BEFORE 1297.43 734.39 1259.04 582.49

EXCEPTIONAL ITEM & TAX

EXCEPTIONAL ITEMS 5.83 539.60 5.83 539.60

PROFIT/ (LOSS) BEFORE TAXATION 1303.26 1273.99 1264.87 1122.09

PROVISION FOR TAXATION

CURRENT (481.43) (382.96) (481.43) (382.96)

DEFERRED 3.17 12.55 3.17 12.55

LESS: MINORITY INTEREST 0 0 2.01 14.85

NET PROFIT AFTER TAX 825.00 903.58 788.62 766.53

PROFIT/(LOSS) BROUGHT 2420.92 2220.92 3123.06 2550.16 FORWARD FROM PREVIOUS YEAR

SURPLUS AVAILABLE 3830.76 3196.49 3911.68 3316.69 FOR APPROPRIATION

TRANSFER TO GENERAL RESERVE (200.00) (100.00) (200.00) (100.00)

PROPOSED DIVIDEND (INCL DIVIDEND (89.54) (90.73) (90.73) (90.73) DISTRIBUTION TAX

DIVIDEND PAID TO MINORITYSHA- REHOLDERS 0 0 0 0

BALANCE CARRIED TO BALANCE SHEET 3541.22 3005.76 3617.81 3123.06

3. DIVIDEND

Considering the Company''s performance during the financial year and to appropriately reward the members while conserving the resources to meet the future requirements, the Board of Directors have pleasure in recommending for consideration of the Members at the Annual General Meeting, payment of Dividend of Rs. 1.50 per Equity Share (15%) (Previous Year 15%), for the year ended 31st March, 2014. The total dividend outgo including tax thereon will be Rs. 89.54 Lacs (Previous Year Rs. 90.73 Lacs.)

4. TRANSFER TO RESERVES

Pursuant to Companies (Transfer of Profits to Reserves) Rules, 1975, it is proposed to transfer Rs. 2 Crore (24.24 % of the net Profit for the year) to the general reserve.

5. PERFORMANCE DURING THE YEAR

The year under consideration has been very eventful for the Company.

In the Bhivpuri Project, the Company has given possession of all 79 buildings consisting of 1264 fats as on March 2014.

In the Badlapur Project, Phase I has been sold out and possession given of all 492 fats as on March 2014. In the Badlapur Project, Phase II Company has sold 560 fats and 11 shops out of 582 fats and 45 Shops respectively as on March 2014 and almost 90% of the construction work has been completed. In the Badlapur Project, Phase III Company has also sold 329 fats out of 680 fats as on March 2014.

The Company''s subsidiary Poddar Habitat Pvt. Ltd. Project "Poddar Navjeevan" at Atgaon near Shahpur is running in full swing and 15% construction completed till March 2014. The First Phase has 36 buildings consisting 1 RK and BHK Flats. The response for this Project has also been very encouraging and Company has sold 274 fats out of 576 fats.

The Company achieved a Consolidated Turnover and Other Income of Rs. 69.18 Crores as against Rs. 30.75 Crores during the previous year. The Company has earned Net Profit of Rs. 7.88 Crores for the year ended after providing depreciation and Tax as against a Profit of Rs. 7.66 Crores during the previous year.

6. PARTICULARS OF EMPLOYEES

There were no employee whose information is required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended from time to time.

7. SUBSIDIARY COMPANY

The Company has five subsidiaries viz. as follows:

Name of the Subsidiary Country of Proportion of Incorporation Ownership

1. Wearology (FZC) U.A.E 90%

2. Poddar Natural Resources & Ores Ltd India 100%

3. Poddar Habitat Private Limited India 100%

4. Poddar Leisure Infrastructure pvt ltd India 100%

5. Poddar Infrastructure Private Ltd India 100%

In accordance with the general exemption granted by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company

will make available the Annual Accounts of the subsidiary companies and the related detailed information to any members of the Company who may be interested in obtaining the same. The Annual Report of the subsidiary companies will also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statement of your Company includes the financial results of its subsidiary companies.

8. DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

In preparation of the Annual Accounts for the financial year 2013-14, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 31st March, 2014 and of the Profit of the Company for the accounting year ended on that date.

Properand suffcient care forthe 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.

The Annual Accounts for the year ended 31st March, 2014 are prepared on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGIES

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

Foreign Exchange earnings and outgo are furnished in Annexure ''A to this report.

10. FIXED DEPOSIT

During the year under review, the Company had neither accepted nor renewed any deposit from public within the meaning of Section 58-A of the Companies Act, 1956.

11. DIRECTORS

Your Directors have proposed to alter the terms of appointment of Mr. Rohitashwa Poddar, Managing Director, Mr. Dipak Kumar Poddar, Whole-Time Director designated as Executive Chairman so as to make them Directors retiring by rotation for reasons as stated in the Statement pursuant to Section 102 of the Companies Act, 2013.

This has been proposed to make the composition of the Board in line with the Section 152 of the Companies Act, 2013 as, as per Section 152(6) of the Companies Act, 2013, independent Directors are now not eligible to retire by rotation. Therefore, there are no Directors in the Current meeting who will be retire by rotation.

The information on the particulars of Director seeking reappointment as required under Clause 49 of the Listing Agreement with the Stock exchange has been given under the Report on Corporate Governance.

12. AUDITORS

M/s. R.S.Shah & Company, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and are proposed for re- appointment. The retiring Auditors have furnished a certifcate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 read with Section 139 of the Companies Act, 2013. They have also conveyed their willingness to accept the office as Auditors, if re-appointed. The Audit Committee of the Board has recommended their re-appointment.

The Qualifcations made by the Auditor in their Report are self explanatory and require no separate comments.

13. CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements pertaining to Corporate Governance in terms of revised Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on the Corporate Governance has been included in this report along with a certifcate from the auditors of the Company regarding compliance of conditions of Corporate Governance. Further a separate Management Discussion and Analysis report is also given in this report.

14. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Bankers, Customers, Business Associates and to the Shareholders and Investors for the confdence reposed in the Company''s management.

The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.

For and on Behalf of the Board Poddar Developers Limited

DIPAK KUMAR PODDAR EXECUTIVE CHAIRMAN

Place: Mumbai Date: May 12, 2014

Mar 31, 2013

1. The Directors take pleasure in presenting the Thirty First Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts for the year ended 31st March, 2013.

2. FINANCIAL RESULTS

2012-2013 2011-2012 2012-2013 2011-2012 PARTICULARS (Rs.) (Rs.) (Rs.) (Rs.) STANDALONE CONSOLIDATED

TOTAL REVENUE 309646785 199336742 307553619 187921634 PROFIT/ BEFORE DEPRECIATION/ INTEREST & EXCEPTIONAL

ITEM 82949625 48992981 67843181 31323389 DEPRECIATION & INTEREST 9510515 8147212 9593654 8409445

PROFIT/ (LOSS) BEFORE EXCEPTIONAL ITEM & TAX 73439110 40845769 58249527 22913944

EXCEPTIONAL ITEMS 53959992 (24019552) 53959992 (24019552)

PROFIT/ (LOSS) BEFORE TAXATION 127399102 16826217 112209519 (1105608)

PROVISION FOR TAXATION CURRENT (38295882) (7600000) (38295882) (7600000)

DEFERRED 1255005 408865 1255005 408865 LESS: MINORITY INTEREST - - 1484775 62812

NET PROFIT AFTERTAX 90358225 9635082 76653417 (8233931) PROFIT / (LOSS) BROUGHT FORWARD FROM PREVIOUS YEAR 229291356 229229474 255015520 274641833

SURPLUS AVAILABLE FOR APPROPRIATION 319649581 238864556 331668937 266407902

TRANSFER TO GENERAL RESERVE (10000000) (500000) (10000000) (500000) PROPOSED

DIVIDEND (INCL DIVIDEND DISTRIBUTION TAX (9073200) (9073200) (9073200) (9073200)

DIVIDEND PAID TO MINORITY SHAREHOLDERS - - - (1819182)

BALANCE CARRIED TO BALANCE SHEET 300576381 229291356 312595737 255015520

3. DIVIDEND

Considering the Company''s performance during the financial year and to appropriately reward the members while conserving the resources to meet the future requirements, the Board of Directors have pleasure in recommending for consideration of the Members at the Annual General Meeting, payment of Dividend of Rs. 1.50 per Equity Share (15%) (Previous Year 15%), for the year ended 31" March, 2013. The total dividend outgo including tax thereon will be Rs.90.73 Lacs (Previous YearRs. 90.73 Lacs.)

4. TRANSFER TO RESERVES

Pursuant to Companies (Transfer of Profits to Reserves) Rules, 1975, it is proposed to transfer Rs. 1 Crore (11.07 % of the net profit for the year) to the general reserve.

5. PERFORMANCE DURING THE YEAR

The year under consideration has been very eventful for the Company.

In the Bhivpuri Project, the Company as on March 2013 has given possession of 64 buildings consisting of 1024 flats as on March 2013. The possession of the remaining 15 building would be completed by June 2013.

In the Badlapur Project, Phase I has been sold out and construction of all the 32 buildings has almost been completed on March 2013 and possession is expected to be completed on June 2013. The booking of the Second Phase of 39 buildings is in full swing and almost 50% of the construction work has been completed.

The Company has through its 100% subsidiary Poddar Habitat Pvt. Ltd. launched in April 2013 a new Affordable Housing Project "Poddar Navjeevan" at Atgaon near Kasara. The First Phase of 36 buildings consisting 1 RK and BHK Flats. The response for this Project has also been very encouraging.

The Company achieved a Consolidated Turnover and Other Income of Rs. 30.75 Crores as against Rs. 18.79 Crores during the previous year. The Company has earned Net Profit of Rs. 7.66 Crores for the year ended after providing depreciation and Tax as against a profit of Rs. 0.82 Crores during the previous year.

6. PARTICULARS OF EMPLOYEES

There were no employee whose information is required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended from time to time.

7. SUBSIDIARY COMPANY

The Company has five subsidiaries viz. as follows:

Sr. No. Name of the Country of Proportion of Subsidiary Incorporation Ownership

1. Wearology (FZC) U.A.E 90%

2. Poddar Natural India 100% Resources & Ores Limited

3. Poddar Habitat India 100% Private Limited

4. Poddar Leisure India 100% Infrastructure Private Limited

5. Poddar Infrastructure India 100% Private Limited

Above list does not include name of one company, which ceased to be a subsidiary w.e.f 3rd May, 2013.

In accordance with the general exemption granted by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any members of the Company who may be interested in obtaining the same. The Annual Report of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statement of your Company includes the financial results of its subsidiary companies.

8. DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

In preparation of the Annual Accounts for the financial year 2012-13, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 31M March, 2013 and of the profit of the Company for the accounting year ended on that date.

Proper and sufficient care 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.

The Annual Accounts for the year ended 31" March, 2013 are prepared on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGIES

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

Foreign Exchange earnings and outgo are furnished in Annexure ''A''to this report.

10. FIXED DEPOSIT

During the year under review, the Company had neither accepted nor renewed any deposit from public within the meaning of Section 58-Aof the Companies Act, 1956.

11. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company''s Article of Association Mr. Shrikant Tembey retires by rotation and being eligible offer himself for re-appointment. Mr. Brian Brown retires by rotation and has expressed his desire to not be reappointed as Director of the Company in ensuing Annual general Meeting. The Management has decided to not fill this vacancy.

The information on the particulars of Director seeking reappointment as required under Clause 49 of the Listing Agreement with the Stock exchange has been given under the Report on Corporate Governance.

12. AUDITORS

M/s. R.S.Shah & Company, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and are proposed for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956, and have indicated their willingness to continue in the said office.

The Qualifications made by the Auditor in their Report are self explanatory and require no separate comments.

13. CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements pertaining to Corporate Governance in terms of revised Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on the Corporate Governance has been included in this report along with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance. Further a separate Management Discussion and Analysis report is also given in this report.

14. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Bankers, Customers, Business Associates and to the Shareholders and Investors for the confidence reposed in the Company''s management.

The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.

For and on Behalf of the Board

Poddar Developers Limited

Place: Mumbai DIPAK KUMAR PODDAR

Date: 7th May, 2013 EXECUTIVE CHAIRMAN

Mar 31, 2012

1. The Directors take pleasure in presenting the Thirtieth Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts for the year ended 31st March, 2012.

2. FINANCIAL RESULTS

2011-2012 2010-2011 2011-2012 2010-2011 PARTICULARS (Rs) (Rs) (Rs) (Rs) STANDALONE CONSOLIDATED

TOTAL REVENUE 199336742 78607194 187921634 220417075

PROFIT/ BEFORE DEPRECIATION/ INTEREST & EXCEPTIONAL ITEM 48992981 13896079 31323389 25217082

DEPRECIATION & INTEREST 8147212 2552588 8409445 4602255

PROFIT/ (LOSS) BEFORE EXCEPTIONAL ITEM & TAX 40845769 11343491 22913944 20614827

EXCEPTIONAL ITEMS (24019552) - (24019552) -

PROFIT/ (LOSS) BEFORE TAXATION 16826217 11343491 (1105608) 20614827

PROVISION FOR TAXATION CURRENT (7600000) (1050000) (7600000) (1050000)

DEFERRED 408865 (220051) 408865 (220051)

LESS: MINORITY INTEREST - - 62812 (936571)

NET PROFIT AFTERTAX 9635082 10073440 (8233931) 18408205

PROFIT / (LOSS) BROUGHT FORWARD FROM PREVIOUS YEAR 229229474 228859388 274641833 265936982

SURPLUS AVAILABLE FOR APPROPRIATION 238864556 238932828 266407902 284345187

TRANSFER TO GENERAL RESERVE (500000) (600000) (500000) (600000)

PROPOSED DIVIDEND (INCL DIVIDEND DISTRIBUTION TAX (9073200) (9103354) (9073200) (9103354)

BALANCE CARRIED TO BALANCE SHEET 229291356 229229474 256834702 274641833

3. DIVIDEND

Considering the Company's performance during the financial year and to appropriately reward the members while conserving the resources to meet the future requirements, the Board of Directors have pleasure in recommending for consideration of the Members at the Annual General Meeting, payment of Dividend of Rs. 1.50 per Equity Share (15%) (Previous Year 15%), for the year ended 31st March, 2012. The total dividend outgo including tax thereon will be Rs. 90.73 Lacs (Previous YearRs. 91.03 Lacs.)

4. TRANSFER TO RESERVES

Pursuant to Companies (Transfer of Profits to Reserves) Rules, 1975, it is proposed to transfer Rs 5 lacs (5.18 % of the net profit for the year) to the general reserve.

5. PERFORMANCE DURING THE YEAR

The Company's First Affordable Housing Project at Bhivpuri, near Karjat, which was launched on 16th March, 2010 is running as per schedule. All the 1136 flats open for booking were sold out by November 2010.

In addition to the possession given last year, Company has given possession of another 25 buildings during the year making total possession of 32 buildings consisting of 512 flats.

On 3rd April, 2011 the Company had launched its Second Housing Project at Badlapur, near Kalyan. As regards the first phase of this project out of 32 buildings consisting of 468 flats, 12 buildings are in stage of completion of more than 50% of work.

The Company also commenced Second phase of the project consisting of 39 buildings (589 flats) from 2M April, 2012 and the Company estimate to complete the work as per schedule

The Company achieved a Consolidated Turnover and Other Income of Rs 18.79 Crores as against Rs 22.04 Crores during the previous year. The Company incurred Net loss ofRs. 0.82 Crores for the year ended after providing depreciation and Tax as against a profit ofRs. 1.84 Crores during the previous year.

6. PARTICULARS OF EMPLOYEES

There were no employee whose information is required to be disclosed under Section 217 (2A)ofthe Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended from time to time.

7. SUBSIDIARY COMPANY

The Company has five subsidiaries viz. as follows:

Sr.No. Name of the Country of Proportion of

Subsidiary Incorporation Ownership

1. Wearology (FZC) U.A.E 90%

2. Poddar Natural India 100%

Resources &

Ores Limited

3. Poddar Habitat India 100%

Private Limited

4. Poddar Leisure India 100%

Infrastructure Private

Limited

5. Poddar Infrastructure India 100%

Private Limited

Above list does not includes name of one of the subsidiaries as the investment in that Company is intended to be temporary in nature.

In accordance with the general exemption granted by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any members of the Company who may be interested in obtaining the same. The Annual Report of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statement of your Company includes the financial results of its subsidiary companies.

8. DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1-956, the Directors confirm that:

- In preparation of the Annual Accounts for the financial year 2011-12, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- 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 31st March, 2012 and of the profit of the Company for the accounting year ended on that date.

- Proper and sufficient care 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.

- The Annual Accounts for the year ended 31st March, 2012 are prepared on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGIES

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

Foreign Exchange earnings and outgo are furnished in Annexure A'to this report.

10. FIXED DEPOSIT

During the year under review, the Company had neither accepted nor renewed any deposit from public within the meaning of Section 58-Aofthe Companies Act, 1956.

11. DIRECTORS

The Board of Directors vide circular Resolution dated 19th December, 2011 approved the appointment of Mr. Ramakant Nayak as Additional Director of the Company pursuant to Section 260 of the Companies Act, 1956 and would hold Office up to the " date of ensuing Annual General Meeting.

The Company has received notices in writing from member proposing the candidature of above Director. :

Mr. Dilip Thakkar and Mr. Brian Brown retires by rotation and being eligible offer themself for reappointment.

The Board of Directors of the Company at its meeting held on 28th April, 2008 had appointed Mr. Rohitashwa Poddar as the Managing Director of the Company for a period of 5 years with effect from 31s' March, 2008 in terms of Sections 198, 269, 309, 310 and 311 of the Companies Act, 1956 (the Act) read with Schedule XIII to the Act and his appointment was approved by the Shareholders at the 26th Annual General Meeting of the Company held on 20th June, 2008.

The Board is of the view that Mr. Rohitashwa Poddar has vast experience and knowledge and his re-appointment as the Managing Director on fresh terms & conditions including remuneration, will be in the interest of the Company. So the Remuneration Committee held on 7th May, 2012 & Board of Director at its meeting held on 14th May, 2012 have approved the re-appointment of Mr. Rohitashwa Poddar subject to approval of shareholders at Annual General Meeting for a tenure of 3 years with effect from 31st March 2012 on revised terms and conditions as stated in the explanatory statement annexed to Notice to Annual General Meeting.

The information on the particulars of Directors seeking reappointment as required under Clause 49 of the Listing Agreement with the Stock exchange has been given under the Report on Corporate Governance

12. AUDITORS

M/s. R.S.Shah & Company, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and are proposed for re- appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956, and have indicated their willingness to continue in the said office.

The Qualifications made by the Auditor in their Report are self explanatory and require no separate comments.

13. CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements pertaining to Corporate Governance in terms of revised Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on the Corporate Governance has been included in this report along with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance. Further a separate Management Discussion and Analysis report is also given in this report.

14. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Bankers, Customers, Business Associates and to the Shareholders and Investors for the confidence reposed in the Company's management.

The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.

For and on Behalf of the Board

Poddar Developers Limited

Place: Mumbai DIPAK KUMAR PODDAR

Date: 14th May, 2012 EXECUTIVE CHAIRMAN

Mar 31, 2011

Dear Members,

1. The Directors present their Twenty Ninth Annual Report and Audited Statements of Accounts for the year ended 31st March 2011.

2. FINANCIAL RESULTS

2010-2011 2010-2011 2009-2010 2009-2010 (Rs.) (Rs.) (Rs.) (Rs.) (Consolidated) (Stand-alone) (Consolidated) (Stand-alone)

TURNOVER & OTHER INCOME 22,02,73,942 7,84,69,511 24,47,62,237 3,96,69,540

GROSS PROFIT/ BEFORE DEPRECIATION 2,28,49,384 1,35,83.498 2,34,33,939 1,20,57,757

DEPRECIATION 21,45,280 21,45,280 15,60,518 15,48,995

PROFIT BEFORE TAXATION 2,07,04,104 1,14,38,218 2,18,73,421 1,05,08,762

PROVISION FOR TAXATION

CURRENT 10,50,000 10,50,000 1,45,155 60,000

DEFERRED 2,20,051 2,20,051 11,49,606 11,49,606

ADD/(LESS) PRIOR YEAR ADJUSTMENT (89,277) (94,727) (4,87,396) (9,77,695)

LESS: MINORITY INTEREST 9,36,571 Ã 92,415 Ã

NET PROFIT AFTER TAX 1,84,08,205 1,00,73,440 1,99,98,309 83,21,461

PROFIT / (LOSS) BROUGHT FORWARD FROM PREVIOUS YEAR 26,59,36,982 22,88,59,388 25,25,51,537 23,01,41,281

SURPLUS AVAILABLE FOR APPROPRIATION 28,43,45,187 23,89,32,828 27,25,49,846 23,84,62,742

TRANSFER TO GENERAL RESERVE 6,00,000 6,00,000 5,00,000 5,00,000

PROPOSED DIVIDEND 78,06,750 78,06,750 78,06,750 78,06,750

DIVIDEND DISTRIBUTION TAX 12,96,604 12,96,604 12,96,604 12,96,604

BALANCE CARRIED TO BALANCE SHEET 27,46.41.833 22,92,29,474 26,29,46,492 22,88,59,388

3. DIVIDEND

The Directors have pleasure in recommending for consideration of the Members at the Annual General Meeting, payment of Dividend of Re 1.50 per share (15%), (Previous Year 15%), for the year ended 31st March 201 1. The total dividend outgo including tax thereon will be Rs. 91.03 Lacs (previous year Rs. 91.03 Lacs.)

4. PERFORMANCE DURING THE YEAR

The Company's First Affordable Housing Project at Bhivpuri, near Karjat, which was launched on 16th March 2010, met with a very positive response . All the 1136 flats open for booking were sold out by November 2010. The Company has commenced giving possession of the flats. The company gave possession of 48 flats in December 2010 and another 64 flats were ready for possession end March 2011. On April 3rd 2011 , the company launched is Second Housing Project at Badlapur , near Kalyan . The Company opened part of the First Phase for booking and the response has been very good. This Phase comprised a mix of 1 Room Kitchen, 1 Bed Room Hall Kitchen, 2 Bedroom Hall Kitchen and 3 Bedroom Hall Kitchen, totaling approximately 236 Flats.

The company sold out all these flats in the first week of the launch . The company proposes to launch the remaining phases in a systematic manner

The Company achieved a consolidated Turnover and Other Income of Rs. 22.03 crores as against Rs. 24.48 crores during the previous year . The company ended the year with a Net Profit of Rs. 1.84 crores after providing depreciation and Tax as against a profit of Rs. 2.00 crores during the previous year .

FUTURE OUTLOOK

The positive response to the company's Two Affordable Housing Project, proves that there is a very good demand for Affordable Housing. The Company plans to continue this model of construction of Affordable Housing. In this regard the company is exploring avenues whereby land can be procured for the construction of Affordable Housing.

The Company is in the process of phasing out its garment business. In view of the very encouraging business prospects of Affordable Housing in India, the Company proposes to concentrate in this line of business. The Garment business will function through the subsidiary company, but will not form the main thrust of the Company's objectives.

5. PERSONNEL

Industrial relations during the year were satisfactory . Your Directors wish to place on record their appreciation of contribution made by the employee at all levels.

6. PARTICULARS OF EMPLOYEES

Information as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in the Annexure forming part of this report .

7. SUBSIDIARY COMPANY

The Audited statements of Accounts of the subsidiary companies are annexed as required u/s 212 of the Companies Act, 1956.

8. DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Amendment) Act, 2000 the Directors confirm that:

- In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- The Directors have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period.

- The Directors have taken proper and sufficient care 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.

- The Directors have prepared the annual accounts on a going concern basis

9. CONSERVATION OF ENERGY AND TECHNOLOGIES

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

Foreign Exchange earnings and outgo are furnished in Annexure ÃA'

10. FIXED DEPOSIT

During the year the company has not accepted any deposit in terms of Section 58-A of the Companies Act, 1956.

11. DIRECTORS

Shri Shishir Diwanji resigned from the Directorship of the Company with effect from 25th November 2010. The Board places on record their appreciation of the services rendered by him during his tenure as a Director of the Company.

The Board of Directors vide circular Resolution dated 16th April 2011, approved the reappointment of Shri Dipak Kumar Poddar as Executive Chairman for a period of 3 years wef 1st April 2011

Mr . Shrikant Tembey retires by rotation and being eligible offer himself for reappointment.

The information on the particulars of Directors seeking reappointment as required under Clause 49 of the Listing Agreement with the Stock exchange has been given under the report on Corporate Governance

12 AUDITORS

M/s. R. S. Shah & Company, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and are proposed for re-appointment.

The Qualifications made by the Auditor in their Report are self explanatory and require no separate comments

13. CORPORATE GOVERNANCE

Your company complies with all the mandatory requirements pertaining to Corporate Governance in terms of revised Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on the Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further a separate Management Discussion and Analysis report is also given in this report.

For and on Behalf of the Board

DIPAK KUMAR PODDAR EXECUTIVE CHAIRMAN

Place: Mumbai Date : 18th May 2011

Mar 31, 2010

1. The Directors present their Twenty Eight Annual Report and Audited Statements of Accounts for the year ended 31st March 2010.

2. FINANCIAL RESULTS

2009-2010 2009-2010 2008-2009 2008-2009 (Rupees) (Rupees) (Rupees) (Rupees) (Consolidated) (Stand-alone) (Consolidated) (Stand- alone)

TURNOVER &

OTHER INCOME 24,47,62,237 3,96,69,540 37,13,24,717 14,84,98,870

GROSS PROFIT/ BEFORE DEPRECIATION 2,34,33,939 1,20,57,757 4,59,13,375 1,89,48,254

DEPRECIATION 15,60,518 15,48,995 20,20,012 20,20,012

PROFIT BEFORE TAXATION 2,18,73,421 1,05,08,762 4,38,93,363 1,69,28,242

PROVISION FOR TAXATION CURRENT 1,45,155 60,000 46,90,367 11,00,000

DEFERRED 11,49,606 11,49,606 (22,93,678) (22,93,678)

FRINGE BENEFIT - - 4,60,000 4,60,000 ADD/(LESS) PRIOR YEAR ADJUSTMENT (4,87,936) (9,77,695) 38,635 38,635

LESS:

MINORITY INTEREST 92,415 - - -

NET PROFIT AFTERTAX 1,99,98,309 83,21,461 4,10,75,309 1,77,00,555

PROFIT / (LOSS) BROUGHT FORWARD FROM PREVIOUS YEAR 25,25,51,537 23,01,41,281 22,40,60,233 22,40,74,233

SURPLUS AVAILABLE FOR APPROPRIATION 27,25,49,846 23,84,62,742 26,51,35,542 24,17,74,788 TRANSFERTO ENERAL RESERVE 5,00,000 5,00,000 25,00,000 25,00,000

TRANSFER TO STATUTORY RESERVE - - 9,50498 -

PROPOSED DIVIDEND 78,06,750 78,06,750 78,06,750 78,06,750

DIVIDEND DISTRIBUTION TAX 12,96,604 12,96,604 13,26,757 13,26,757

BALANCE CARRIED TO BALANCE SHEET 26,29,46,492 22,88,59,388 25,25,51,537 23,01,41,281

3. DIVIDEND

The Directors have pleasure in recommending for consideration of the Members at the Annual General Meeting, payment of Dividend of Re 1.50 per share (15%), (Previous Year 15%), for the year ended 31s1 March 2010. The total dividend outgo including tax thereon will be Rs 91.03 Lacs (previous year Rs. 91.34 Lacs.)

4. PERFORMANCE DURING THE YEAR

The Company launched the marketing of its Low Cost Housing Project - SAMRUDDHI COMPLEX on 16,h March 2010. The Project is located at Bhivpuri, near Karjat in the Raigad District of Maharashtra. This Project comprises of 1 Room Kitchen, 1 Bed Room Hall Kitchen and 2 Bedroom Hall Kitchen, totaling approximately 1200 Flats. The Marketing launch was for 1 Room Kitchen and 1 Bedroom Hall Kitchen. The response for these budget flats has been very positive.

Till date the Company has sold over 600 -1 Room Kitchen and 1 Bedroom Hall Kitchen Flats. The Company is hopeful of selling the complete Project by the end of the 2nd Quarter of the current Financial year and completing the construction by 31s1 March 2011. During the year under consideration, the Company is taking all expenditure in the Real Estate Division as Work-in Progress

The Company achieved a consolidated Turnover and Other Income of Rs. 24.48 crores as against Rs. 37.13 crores during the previous year. The company ended the year with a Net Profit of Rs. 2.00 crores after providing depreciation and Tax as against a profit of Rs. 4.11 crores during the previous year.

FUTURE OUTLOOK

In view of the very positive response to the marketing launch of the Bhivpuri Project and the desire to cater to the ever increasing demand for budget houses, the Company plans to continue the model of construction of Low Cost Houses in its future Projects. In this connection, the Company has entered into an Agreement for Purchase of Development Rights at Badlapur for an aggregate consideration of Rs. 10.75 crores:

The Company has been has been listed as CAT-A contractor by Maharashtra State PWD, vide Certificate # 34/2009- 2010. This Registration is valid till 3rd March 2013. The Company proposes to bid for the State government contracts floated by the PWD against their various requirements.

The business operation of the Garment Division continues through the Companys two overseas subsidiaries. The US markets recovery continues to be slow paced. Hence the export to the US market during the year under review has not grown to the extent expected. However the recent positive economic numbers from the US market is indicative of the potential growth in garment exports. The management is confident that our foray into export of garments will grow.

5. PERSONNEL

Industrial relations during the year were satisfactory. Your Directors wish to place on record their appreciation of contribution made by the employee at all levels.

6. PARTICULARS OF EMPLOYEES

Information as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in the Annexure forming part of this report.

7. SUBSIDIARY COMPANY

The Audited statement of Accounts of the subsidiary companies are annexed as required u/s 212 of the Companies Act, 1956

8. DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Amendment) Act, 2000 the Directors confirm that:

Ã In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

Ã The Directors have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period.

Ã The Directors have taken proper and sufficient care 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.

Ã The Directors have prepared the annual accounts on a going concern basis

9 CONSERVATION OF ENERGY AND TECHNOLOGIES

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

Foreign Exchange earnings and outgo are furnished in Annexure A

10 FIXED DEPOSIT

During the year the company has not accepted any deposit in terms of Section 58-A of the Companies Act, 1956.

11 DIRECTORS

Mr.. Dilip Thakkar retires by rotation and being eligible offers himself for reappointment,

The information on the particulars of Directors seeking reappointment as required under Clause 49 of the Listing Agreement with the Stock exchange has been given under the report on Corporate Governance

12 AUDITORS

M/s. R. S. Shah & Company, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and are proposed for re-appointment.

The Qualifications made by the Auditor in their Report are self explanatory and require no separate fcomments

13 CORPORATE GOVERNANCE

Your company complies with all the mandatory requirements pertaining to Corporate Governance in terms of revised Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on the Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate governance. Further a separate Management Discussion and Analysis report is also given in this report.

For and on Behalf of the Board

Place: Mumbai DIPAK KUMAR PODDAR

Date: 30th April 2010 EXECUTIVE CHAIRMAN

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