HCC REAL ESTATE Report To, The Members of HCC REAL ESTATE LIMITED 1. Report Your Directors present the Tenth Annual Report together with the Audited

HCC REAL ESTATE LIMITED

BOARD OF DIRECTORS

Mr. Ajit Gulabchand, Chairman Ms. Shalaka Gulabchand Dhawan

Mr. Subhash Dandekar Mr. Arjun Dhawan

Mr. Sharad Kulkarni (upto August 01, 2014) Mr. Rajas R. Doshi (w.e.f. July 28, 2014)

CHIEF EXECUTIVE OFFICER

Mr. Devendra Manchekar

CHIEF FINANCIAL OFFICER

Mr. Shrikant Nanavaty

COMPANY SECRETARY

Ms. Pooja Oak

AUDITORS

M/s. K.S. Aiyar & Co. Chartered Accountants

BANKERS

IDBI Bank Ltd.

REGISTRAR & SHARE TRANSFER AGENTS

TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, Mahalaxmi, Mumbai - 400 011

REGISTERED OFFICE

Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083

Board’ Report

To,The Members ofHCC REAL ESTATE LIMITED

1. Report

Your Directors present the Tenth Annual Report together with the Audited Financial Statements for the year ended March 31, 2015.

2. Financial Summary (` In Lakhs)

Particulars FY 2014-15 FY 2013-14

Total Income 1,958.65 2,563.61

Profit/ (Loss) before Depreciation and Exceptional Items

(1801.48) (28.28)

Less : Depreciation 34.11 44.14Less : Exceptional items - -Profit/ (Loss) : Before Tax (1,835.59) (72.42)

Tax - (9.58)Profit / (Loss) : After Tax (1,835.59) (82.00)

Add: Balance brought forward from last year (3,567.87) (3,485.87)

Balance carried to Balance Sheet (5,403.46) (3,567.87)

3. Dividend

Your Directors do not recommend any dividend for the financial year ended March 31, 2015.

4. Operations

I. Lavasa Corporation Ltd (Lavasa)

Lavasa has kept its rationale of developing a smart city for all and is tailoring partnerships and tie ups with global leaders. Tie-ups continued strongly at Lavasa through 2014-15. Partnerships are well in place and many of these projects are moving towards completion.

In the hospitality space, the Accor group is successfully running its operation with the two brands - Mercure Lavasa and the 1500 plenary capacity Lavasa International Convention Centre (LICC). Another brand of the Accor group - Novotel is scheduled for opening in April 2016. Projects with renowned hospitality players like Formule One, Holiday Inn, Langham and Eaton amongst others are slated to follow in quick succession.

As for the existing hospitality projects, Ekaant - The Retreat and Waterfront Shaw Apartment Hotel continue to flourish. Fortune Select Dasve is in its seventh year of successful operations with a occupancy of 66%. Accor Mercure is in its sixth year of successful operation with occupancy at 56%. In the tourism space, Lakeshore Watersports, Neo Spark Games Arcade and Xthrill Adventure Sports & Academy are also functioning successfully.. Additionally agreements have also been signed to set up training facilities with Hockey Australia, Sir Nick Faldo for Golf Academy and Sir Steve Redgrave Rowing Academy.

On the retail front, a significant area has already been leased. Restaurants like Smokin Joe’s, Venkys Xpress, Subway, Café Coffee Day, Baskin Robbins, All American Diner, Granma’s Homemade Patisserie, Chor Bizarre, Oriental Eight, Past Times Pub, Tabakh, Pizzavala, Naashta Paani, Paanchi Krunchy and Indulge have already commenced operations. Many other non F&B outlets such as Mapro, Charosa Wine Boutique and Health First Organic store have successfully started operations including Lavasa’s first miniplex- Fun Square Digital Cinema.

Significant progress was made in the education space. Christel House Lavasa is into its sixth year of operations with 385 students. 2014-15 also saw launch of Phase 2 of Christel House till grade 6th. Corporate entities such as EduSports, Yoga Blessing and Linguaphone showed keen interest to contribute towards Christel House Lavasa School by way of sports programmes, educational and Yoga workshops. ,

Ecole Hoteliere Lavasa started its sixth batch in 2014- 15. The seventh batch will commence from 28th July 2015. In May 2015, the third batch of the institute graduated and received their certification from Ecole Hotèlierè dè Lausanne. Christ University started its first batch with 14 students in FY 14-15 & commencing its Second batch for the academic year 2015-16 with the target batch size of 60 students for PGDM program with specialization in Finance and Marketing.

Knowledge Vistas Limited (KVL) is already running Little Millennium, pre primary school at Lavasa for last five years. It is also likely to start the k12 school from academic year 2016-17. Abhinav Shiksha Sansthan, New Delhi will start from the academic year 2017-18 across the area of 62,500 sq. ft. Other educational partners like Symbiosis Institute (Pune) are also in the process of launching their programs.

Lavasa continued to enjoy healthy sales in residential and commercial space. Positive sales trend continued through the year,. Construction activity on various properties at Dasve and the second town of Mugaon is progressing at a fast pace. Collection & sales for the second town Mugaon have been good.

In institutional sales, the company closed the transaction with Hindustan Times Media Limited, the premier media establishment which has acquired over 6 acres of land. The media house proposes to establish a state-of-art training centre for its executive staff. A proposal has also been submitted to The Times Group to start a premier management training institute on land it has acquired in Mugaon a few years ago. The Doon Public School has acquired a 10 acre plot in Mugaon to start its brand of school. Till the project is completed the school would operate out of an incubation space in Dasve.

Hazel Hotels that had acquired 2 plots of land aggregating to 2.1 acres with BUA of 40,000 sft has been granted building plan approval by SPA and proposes to commence construction of a Ramada Encore branded hotel. J Vora Hospitality is all set for a soft launch of its 80 keys vegetarian hotel in Dasve by December 2015. SOSFIPL, an NGO has obtained SPA approval for a bakery with a BUA of 20,000 sq.ft in Bhoini and will commence construction activity this year.

Symbiosis Institute has already been granted building plan approval and will commence construction of its large campus post monsoon.

Lavasa continued its focus on branding and communication activities in 2014 – 15. Emphasis through the year was on communicating that development work at Lavasa has commenced with right earnest, raise awareness about the planned city and its advantages.

The focus of the exercise was on positioning Lavasa city as India’s first smart city and building preference and restoring customer confidence in the project. To enable this, a number of site visits were organized for media, the primary influencers and other key influencers of public opinion. Through the year over 75 journalists from print, TV, news wires and web media from Mumbai, Pune and Lavasa region visited Lavasa. The journalists covering legal, urbanization, travel and lifestyle topics interacted with spokespersons and sought clarifications. The interactive sessions helped clear many misconceptions about the project and the company and resulted in positive media coverage.

A new advertisement campaign was launched in May 2014- Unlocking India’s Potential to capitalize on the cause of 100 smart cities. The primary thought behind the campaign that ran from May to June 2014 was that if India needs to grow, infrastructure needs to grow in sync. India needs ‘New cities’ and Lavasa is one such new city which can serve as a prototype for creating new cities. This campaign was followed by a Smart City Campaign that positioned Lavasa as India’s First Smart city. The campaign highlighted the various ‘smart’ aspects of Lavasa through a nationwide advertising campaign using the Times of India and Hindustan Times group publications. Simultaneously magazines such as Forbes were used to spread this message.

The print campaign was ably supported by outdoor, on-site media, digital and social media. Media coverage of the event and interviews with spokesperson

resulted in the news being carried by both print and electronic media. The comprehensive campaign helped generate awareness for the launch and resulted in a good number of customer enquiries.

Lavasa continued with its strategy of creating large events at Lavasa to attract the right footfalls. Events held during the year were Martial Arts Festival, Marathi Box Cricket League, FAME 2014, Freedom 2014, Mirchi Queen Bee, The Lost Party and Gladrags Mrs. India

Digital and social media channels were leveraged primarily for engagement and for information dissemination. The new mobile-friendly website was launched in April 2014 with a contemporary look & feel. We also initiated e-mailer campaigns to selected databases of TOI and HT and tied up with Google to create ‘Google Street view’ for our first town, Dasve

In 2014-15, the Public Relations campaign focused on positioning Lavasa city as India’s first smart city with focused efforts towards building preference and restoring customer confidence in the project. Meetings with senior editors in Mumbai and Pune and the constant engagement with beat reporters in Mumbai and Pune led to better appreciation of company’s stand on issues. This resulted in them presenting a balanced perspective on most issues. Stories in leading magazines, newspapers and international publications were initiated to convey that development work at Lavasa has commenced with right earnest and that the company is committed to the developing the city. Tourism stories in travel and trade media were initiated to promote Lavasa city as a premier tourist destination. Lavasa as a cultural hub was promoted by leveraging travel and lifestyle media to publicize the city’s initiatives like the World Fest 2014, Freedom 2014 and FAME 2014 festival. Constant on-ground engagement with the media resulted in editorial coverage and photo features in both national and regional publications supported by substantial online coverage.

Promotional initiatives of various SPVs like Christel House Lavasa, Ecole Hoteliere Lavasa, Dasvino Town & Country Club, Mercure Lavasa Fortune Select Dasve, Lakeshore Watersports and X Thrill were publicized through news stories, editorial feature stories and photo features Each month Lavasa looks feels and acts more like a city. Lavasa city now has a full-fledged operational Farmer’s market known as Hara Bazaar; a two screen Movie theatre for visitors and residents; It has a fully operating post office, a hospital with pharmacy and several new food and beverage establishments open for business. It also has four operating hotels four additional hotels will be opening soon which collectively will take the total number of hotel rooms in Lavasa to more than 600. Lavasa has a Petrol Pump , two bank branches along with ATMs, a convention centre, a public safety centre with Fire engine, Police outpost to be upgraded to a full-fledged police station, Tourist information center with a Hop On - Hop Off Bus facility, Multilevel Car parking facilities, Nature trail,

Citizen contact center with 24x7 support to citizens through emergency and non-emergency contact numbers, rental housing for low income groups, simulated golf course facilities; water sports facility with latest “Jetovator”, adventure sports facility, a modern club with gym, sports and spa facilities, public transport system for citizens, Schools for local population and two operational College campuses. Building the infrastructure right, from the beginning, is a key strategy to ensuring long-term livability. The drinking water at Lavasa is fit for consumption, straight from the tap, without the need for additional filtration. The sewage is treated as per required standards before being reused for irrigation and other non-potable uses. Lavasa’s power distribution grid is nearly 99% reliable and the young city is already on the cutting edge of urban environmental sustainability initiatives. Over 50km. of well maintained motor able roads are operational and more being constructed, Lavasa has already opened parks and play areas to the public. The e-governance portal will play a major role in communicating with citizens and providing round the clock services.

A round the clock Lavasa Citizen Call Centre has been operational since 2009-2010, and envisions making the lives of the citizens and visitors easy and convenient. The Lavasa Citizen Call Centre is a one-stop information source for non emergency and emergency related services. It provides a single window resolution for all customer needs and visitor requests, be involved in proactive information distribution, data collection and management services, Customer Satisfaction Surveys and Customer handover and possession.

The City Management Services (CMS) Department is equally dynamic in seeking to coordinate services in this rapidly changing setting. City Management Services is currently divided into seven specialist divisions including Customer Services, Public Safety & Security, Enterprise Utilities, Public Works, Administration & Finance, Community Development and Geographic Information Systems & Management Information Systems.

The City Management Services Department envisions to slowly evolve into a new governance entity that will, at some point, be the core of a new replicable governance model. The City Management Services Department meets on a monthly basis with a committee of villagers from throughout the project area. The Village Committee is the first of several such citizen advisory groups that will together form a key component of the Lavasa citizen and stakeholder engagement mechanisms.

Lavasa Corporation has 10574 acres of land including 455 acres of land on lease. Lavasa continues to regularly monitor environmental aspects such as air quality, water quality and soil quality are being carried out as per MoEF guidelines. The Environmental Compliance Report is being submitted to MoEF once in six months. The last report was submitted in December 2014 and the

The work of Biodiversity conservation and enhancement continues at the required pace. Lavasa Sustainability report for the period 2010-13 was prepared and accorded highest rating application level A+ as per GRI guidelines. Lavasa also became a member of CII-Western Region Sub-Committee for Environmental Business and contributed its learning and experience within the region.

First town, Dasve is ready with all basic infrastructure, such as access roads, internal roads, water treatment plant, water distribution network, sewage network, sewage treatment plant, telecom network and services is operational.

Till date more than 801 residential units have been handed over to CMS department and over 677 residential units have been handed over to customers. Work on rest of properties - Lake View apartments, Club View apartments, Delfino apartments, Valley View apartments, Brook View apartments, Rental housing, Retail and hostel tower B, Christel House Phase II, Novotel Hotel and Holiday Inn is in progress.

Work on the infrastructure for the second town of Mugaon has been accelerated. Work on utilities like water, sewer, power, data lines and on the approach road is in progress. Work on 29 buildings at Mugaon has commenced The improvement to the existing Mugaon-Tamhini Zilla Parishad road is complete. The portion of this road will also form a part of the approach road for the proposed tunnel between Tamhini and Mugaon. . Work on the inter village road from Mugaon to Dhamanohol is completed (6 kms).

Lavasa has also initiated a number of development and empowerment programs were initiated for the local community by Lavasa. Some of the key initiatives include provision of treated drinking water to 12 villages in the project area at 62 locations on a daily basis, helping villages avail benefits of Government drinking water scheme, Calligraphy workshops, aptitude tests and counseling for students of Zilla Parishad (ZP) schools, crèche for labor children; starting the Apollo Lavasa Primary Health Centre at Bhoini and provision of free health check up, medicines and ambulance service to villagers; monthly health and awareness camps for HIV/ AIDS, malaria, nutrition, and water borne diseases,. Employment and self employment opportunities to the locals have also been provided.

Ministry of Environment and Forests Issue

As you are aware that Lavasa was issued Show Cause Notice by Ministry of Environment & Forests (MoEF), Government of India (GOI) regarding violations of the Environmental Impact Assessment notifications of 1994 as amended in 2004 and superseded in 2006 (“EIA Notifications”). Lavasa made various representations as per the directions given by the authorities and after complying the conditions stipulated, MoEF, GOI was pleased to accord the Environmental Clearance to Lavasa.

Herein below given are the updates in the matter during the Financial Year 2014 – 2015:-

1. Transfer Petition (C) No. 1326 of 2012 filed by Lavasa for transferring the National Green Tribunal (NGT) Appeal No. 9 of 2012 filed by Dyaneshwar Shedge was listed before Register for completing the pleadings. Earlier the Hon’ble Supreme Court vide its order dated October 19, 2012, stayed the proceeding before NGT. The Transfer Petition was listed before Hon’ble Supreme Court on August 04, 2014, wherein after hearing parties in the matter, the Hon’ble Supreme Court was pleased to passed following order :-

“Looking at the facts of the cases, we are of the view that these petitions should be heard either by the Green Bench or by another appropriate Bench. The Registry to place the matters before the Hon'ble the Chief Justice of India so that appropriate orders may be passed.”

Lavasa’s Transfer Petition (C) No. 1326 of 2012 along with Civil Appeal being No. 4280 of 2013 and Contempt Petition being No. 203 of 2013 filed against Dyaneshwar Shedge are pending before the Hon’ble Supreme Court.

2. NGT Appeal No. 36 of 2011 filed by Lavasa was listed on October 16, 2014 and the Hon’ble Tribunal was pleased to adjourn the matter sine-die till decision of Apex Court.

3. The record and proceedings in NGT Appeal No. 9 of 2012 filed by Dyaneshwar Shedge have been transferred to Hon’ble Supreme Court in view of the stay granted by Apex Court.

4. Public Interest Litigation (PIL) No. 129 of 2014 filed by Suniti S R and others (Petitioners), wherein Lavasa is Respondent No 12, was listed before the Hon’ble Bombay High Court on August 11, 2014, wherein the Hon’ble Court issued “Rule” in the matter without passing any adverse order against Lavasa. Lavasa has filed further Affidavit in Reply in the matter on October 01, 2014.

The Petitioners have on December 10, 2014 filed a Civil Application being No. 186 of 2014 for amending the PIL interalia to challenge Environmental Clearance grated to Lavasa. On December 16, 2014 PIL No. 129 of 2014 was tagged with Writ Petition No. 3836 of 2014 and the same stands adjourned. Meanwhile Lavasa is in the process of filing reply to the Civil Application No. 186 of 2014, and the matter is currently pending.

Further, Lavasa is regularly filing six monthly compliance report as per the Environmental Clearance order.

II. Other Projects

Company has procured the bidding documents for re-development of various projects in Vikhroli / Mulund which are in initial stages of discussion. Company is also exploring on outright purchase of independent plots on L.B.S. Marg at Bhandup (w) for re-development.

5. Material changes and commitments

There are no significant material changes and commitments occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company.

6. Future Outlook

India's real estate market has been faltering for quite some time as the country's economy remains under stress. The uncertainty in real estate sector is likely to get over soon. The continued GDP growth in India also is expected to give boost in residential sector due to job growth. The Company is confident in managing land developments and projects which are on hand as well as in bidding stage.

7. Capital Structure

The paid up Share Capital as on March 31, 2015 is Rs. 66,19,31,850 divided into 6,61,93,185 Equity Shares of Rs. 10 each.

8. Particulars of Loans, Guarantees and 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. Fixed Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

10. Subsidiary and Associate Companies

The statement in Form AOC-1 containing the salient features of the financial statement of the company’s subsidiaries and associate companies as per first proviso to sub-section (3) of section 129 has been annexed to the Financial Statements.

11. Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with applicable Accounting Standards, form part of this Annual Report.

12. Directors

Mr. Ajit Gulabchand, Chairman of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Sharad M. Kulkarni had resigned from his Directorship of the Company with effect from 1st August, 2014. The Board of Directors wishes to place on record its appreciation for the contribution and services rendered by him during his tenure as Director of the Company.

Mr. Rajas R. Doshi was appointed as an Additional Director in the category of Independent Director of the Company with effect from 28th July, 2014. Thereafter, at the Extraordinary General Meeting (EGM) of the Company held on March 16, 2015, the Members of the Company appointed Mr. Rajas R. Doshi as Independent Director under the Companies Act, 2013 for a term of 5 (five) consecutive years till March 15, 2020.

At the said EGM held on March 16, 2015, the Members had also appointed the existing Independent Director Mr. Subhash Dandekar as Independent Director under the Companies Act, 2013 for a term of 5 (five) consecutive years till March 15, 2020.

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

13. Key Managerial Personnel

The Company has appointed Key Managerial Personnel i.e. Chief Executive Officer, Chief Financial Officer and Company Secretary as per the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Devendra Manchekar has been appointed as Chief Executive Officer of the Company with effect from 28th April, 2014

Mr. Narendra Negandhi was appointed as a Chief Financial Officer of the Company with effect from 28th April, 2014. He retired from the services of the Company on 31st October, 2014. Subsequently Mr. Shrikant Nanavaty has been appointed as a Chief Financial Officer of the Company with effect from 27th

January, 2015.

Ms. Pooja Oak was appointed as a Company Secretary under the provisions of the Companies Act, 1956. Further the Board of Directors at their Meeting held on 28th April, 2014 noted the terms and conditions of the said appointment.

The details of the remuneration paid to Key Managerial Personnel are stated in extract of the Annual Return in Form MGT-9.

14. Meetings

During the year five Board Meetings were convened and held, details of which are given in Corporate Governance Report.

15. Particulars of Employees

Your Company has no employees requiring disclosure under the provisions of Section 197, read with Rule, 5 of The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

The information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014, is not applicable to your Company. Details of Foreign Exchange Earnings and Outgo are as follows:

Income in Foreign Exchange NIL Expenditure in Foreign Exchange NIL

17. Directors Responsibility Statement

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

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

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the loss of the company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors had prepared the annual financial statements on a going concern basis; and

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

18. Corporate Governance

Your Company has been voluntarily practicing majority of standards of Corporate Governance as stipulated under Clause 49 of the Listing Agreement.

A report on the same is annexed hereto and forms part of the Report.

19. Statutory Auditors

The Company’s Auditors, M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company

20. Auditors’ Report

The Auditors’ Report to the shareholders does not contain any qualifications.

21. Secretarial Audit

Secretarial Audit for the financial year 2014-15 was conducted by M/s. Vinay Angane & Associates, Company Secretaries in Practice in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors’ report is annexed to this report as “Annexure A”. There are no qualifications or observations or remarks made by the Secretarial Auditor in his report.

22. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, an annual performance evaluation of the Directors as well as of the Audit Committee and Nomination and Remuneration Committee has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

23. Independent Directors Meeting

During the year under review, the Independent Directors of the Company met on Match 18, 2015 inter-alia, to discuss:

Evaluation of performance of Non-Independent Directors and the Board of Directors of the company as a whole

Evaluation of performance of Chairman of the Company, taking into views of Executive and Non-Executive Directors.

Evaluation of quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

24. Corporate Social Responsibility

The Company has not formulated the policy on Corporate Social Responsibility, as the same is not applicable to the Company.

25. Nomination and Remuneration Policy

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the Nomination and Remuneration Policy of the Company is attached to the Board’s Report as “Annexure B”.

26. Risk Management policy

The Board has framed a policy to ensure establishment and implementation of effective risk management framework within the Company.

27. Related Party Transactions

During the year there were no contracts or arrangements with related parties as referred to in sub-section (1) of section 188 of Companies Act, 2013.

28. Extract of annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as “Annexure C”.

29. Sexual Harassment

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013

30. Acknowledgements

Your Directors would like to express their sincere appreciation to the Financial Institutions, Banks, Central and State Governments and the Company’s valued investors for their continued co-operation and support. Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees at all levels for their contribution to the success achieved by the Company.

For and on behalf of the Board of Directors

Ajit Gulabchand Chairman

Registered Office:Hincon House, 11th Floor, 247Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai – 400083

Place : Mumbai Date : April 27, 2015

“Annexure A”

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,The Members, HCC Real Estate Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by HCC Real Estate Limited. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the HCC Real Estate Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by HCC Real Estate Limited for the financial year ended on 31st March, 2015 according to the provisions of:

(1) The Companies Act, 2013 (the Act) and the rules made thereunder; (2) The Depositories Act, 1996 and the Regulations and Bye-laws Framed thereunder;

(3) Payment of Bonus Act, 1972; (4) Payment of Wages Act, 1936 and other applicable labour law.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors (including Woman Director). The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were no instances of:

(i) Public/Right/Preferential issue of shares / debentures/sweat Equity, etc.

(ii) Redemption / buy-back of securities (iii) Merger / amalgamation / reconstruction, etc.(iv) Foreign technical collaborations

I further report that during the audit period the company has Comply with the MCA General Circular No. 04/2014 Dated 25th March, 2014 regarding Section 180 of the Companies Act, 2013 company has Passed Special Resolution at its Annual General Meeting held on 16/06/2014.

Place: Mumbai For Vinay Angane and Associates Date: 24/04/2015 Company Secretaries

Vinay Angane Proprietor

ACS No. - 20937 C P No.: 9837

“Annexure B”

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the rules made

thereunder, the Board of Directors of the Company at their meeting held on October 27, 2014 had

constituted the “Nomination and Remuneration Committee” (“Committee”) of HCC Real Estate

Limited (“the Company”).

1. OBJECTIVE

This Policy h a s b e e n f o r m u l a t e d in compliance with Section 178 of the Companies

Act, 2013 read along with the applicable rules thereto.

2. EFFECTIVE DATE

This policy is effective from January 27, 2015.

3. SCOPE

This policy is applicable to Directors and Senior Management of the Company including

Key Managerial Personnel.

4. DEFINITIONS

4.1. Act means the Companies Act, 2013 and Rules framed thereunder, as amended

from time to time.

4.2. Board means Board of Directors of the Company.

4.3. Directors mean Directors of the Company.

4.4. Key Managerial Personnel means

4.4.1. Managing Director / Manager / Whole Time Director

4.4.2. President & CEO

4.4.3. Company Secretary and

4.4.4. Chief Financial Officer

4.5. Senior Management means personnel of the company who are members of its

core management team excluding the Board of Directors. This would also

include all members of management one level below the executive directors

including all functional heads.

Senior Management in the Company means and includes the following

positions:-

1. Key Managerial Personnel (KMP) under Clause 4.4

2. Chief Operating Officer

3. Such other officer as may be prescribed

5. ROLE OF THE COMMITTEE

a) To formulate criteria for identifying Directors and Senior Management employees of

the Company.

b) To recommend the Board in relation to appointment and removal of Directors and

Senior Management.

c) To formulate criteria for evaluation of Independent Directors and the Board.

d) To carry out evaluation of the performance of the Directors on the Board.

e) To formulate and recommend to the Board a policy relating to the remuneration

payable to Directors, Key managerial personnel and Senior Management

employees covered under Clause 4.5

f) To ensure that level and composition of remuneration is reasonable and

sufficient to attract, retain and motivate Directors of the quality required to run the

company successfully;

g) To ensure that the relationship of remuneration to performance is clear and meets

appropriate performance benchmarks ; and

h) Also to ensure that remuneration to Directors, Key Managerial Personnel and

Senior Management involves a balance between fixed and variable performance

linked payout (PLP) reflecting short and long term performance objectives

appropriate to the working of the Company and its goals.

6. POLICY RELATING TO THE REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND SENIOR MANAGEMENT EMPLOYEES

6.1 General:

a) The Committee shall while formulating this policy, ensure that the level and

composition of remuneration is reasonable and sufficient to attract retain and

motivate Directors of the quality required to run the Company successfully;

b) Moreover it shall also ensure that the relationship of remuneration to performance is

clear and meets appropriate performance benchmarks;

c) Remuneration policy for Directors, Key Managerial Personnel and Senior

Management shou ld i n vo l ve a balance between fixed and variable pay

reflecting short and long term performance objectives appropriate to the working of the

Company and its goals.

d) The remuneration payable to the Directors of a Company including Managing

Director/ Whole-time Directors shall be recommended by the Committee to the Board

for approval. Such remuneration payment including Commission if any shall be in

accordance with and subject to the provisions of the Act and approval of the

shareholders of the Company and Central Government, wherever required, as per the

provisions of the Act.

e) In respect of Key Managerial Personnel, the remuneration as approved by the Board of

Directors shall be payable to such KMPs. The annual increment to the KMP and

Senior Management shall be based on the annual appraisal and shall be determined

by the Chief Executive Officer.

f) Professional indemnity and liability insurance for Directors, Key Managerial

Personnel and Senior Management not to be treated as remuneration. Provided that

if such person is proved to be guilty, the premium paid on such insurance shall be

treated as part of the remuneration.

6.2 Remuneration to Managing Director/Whole-time Directors :

The remuneration for the Managing Director/Whole-time Directors will be governed as

per the provisions of the Companies Act, 2013 and the rules framed thereunder from

time to time

6.3 Remuneration to Non- Executive & Independent Directors:

a) The remuneration payab le to D i rec to rs who are ne i ther Manag ing

D i rec to r nor Who le- t ime D i rec to rs will be governed as per the provisions of

the Companies Act, 2013 and the rules framed thereunder from time to time.

b) Sitting Fees:

These Directors may receive remuneration by way of fees for attending meetings

of Board or Committee thereof. Provided that the amount of such fees shall not

exceed Rs. 1 lac (One Lac) per meeting of the Board or Committee or such

amount as may be prescribed by the Central Government from time to time.

c) Remuneration:

Remuneration may be paid by way of commission within the monetary limit

approved by shareholders, subject to the limit as per the applicable provisions of

the Companies Act, 2013.

Independent Directors shall not be entitled to any stock options of the

Company under the new Companies Act, 2013.

6.4 Remuneration to KMP and Senior Management employees :

As mentioned earlier, the remuneration as approved by the Board of Directors

shall be payable to KMPs. The annual increment to the KMP and Senior

Management shall be based on the annual appraisal and shall be determined by

the Chief Executive Officer.

7. DISCLOSURE OF THE POLICY

The Remuneration Policy and the Evaluation Criteria of the Committee shall be disclosed in

the Board’s Report forming a part of the Annual Report of the Company.

8. FREQUENCY OF MEETINGS

The meetings of the Committee could be held at such regular intervals as may be

required.

9. QUORUM

Minimum two (2) members shall constitute a quorum for the Committee meeting.

10. CHAIRMAN

In the absence of the Chairman, the members of the Committee present at the

meeting shall choose one amongst them to act as Chairman.

Chairman of the Nomination and Remuneration Committee meeting shall attend the

General Meetings of the Company, to answer the shareholders queries. However it

would be upto the Chairman to nominate some other member to answer the

shareholders’ queries.

11. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

12. MINUTES OF THE COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the

Committee and tabled at the subsequent Board and Committee meeting.

13. MISCELLANEOUS

(a) In respect of any policy matters relating to Senior Management (excluding KMPs),

the Committee may delegate any of its powers to one or more Company

representatives occupying Senior Management position.

(b) This policy shall be updated from time to time, by the Company in accordance

with the amendments, if any, to the Companies Act, 2013, rules made thereunder,

or any other applicable enactment for the time being in force.

“Annexure C”

Form No. MGT- 9

EXTRACT OF ANNUAL RETURNas on the financial year ended on 31.03.2015

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

I. REGISTRATION AND OTHER DETAILS:

i) CIN U70100MH2005PLC154004

iii) Registration Date 15th June, 2005

iii) Name of the Company HCC Real Estate Ltd

iv) Category / Sub-Category of the Company

Company having Share Capital

v) Address of the Registered office and contact details

Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083 Tel no: +91-22-42386000

vi) Whether listed company Yes / No No

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

TSR Darashaw Ltd 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, Mahalaxmi, Mumbai - 400 011 Tel no: +91-22-6617 8554

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sl. No. Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1 Real Estate 68100 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No.

Name of the Company

Address CIN Holding / Subsidiary / Associate

% of shares held

Applicable Section

1 Hindustan Construction Co. Ltd

Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg, ikhroli (West), Mumbai – 400 083

L45200MH1926PLC001228 Holding 100 2(46)

2 HRL Township Developers Ltd


U45201MH2006PLC163478 Subsidiary 100 2(87)

3 HRL(Thane) Real Hincon House, U45201MH2006PLC163515 Subsidiary 100 2(87)

Estate Ltd 11th Floor, 247Park, Lal Bahadur Shastri Marg, ikhroli (West), Mumbai – 400 083

4 Nashik Township Developers Ltd



5 Maan Township Developers Ltd



6 Charosa Wineries Ltd



7 Powai Real Estate Developers Ltd



8 HCC Realty Ltd Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg, ikhroli (West), Mumbai – 400 083


9 HCC Aviation Ltd Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg, ikhroli (West), Mumbai – 400 083


10 Pune-Paud Toll Road Company Ltd


U45203MH2005PLC152028 Subsidiary 99.99 2(87)

11 Lavasa Corporation Ltd



12 Lavasa Hotel Ltd Hincon House, 11th

Floor, 247Park,Lal Bahadur Shastri Marg, ikhroli (West),Mumbai – 400 083


13 Apollo Lavasa Health Corporation Ltd

Hincon House, 11th



14 Lakeshore Watersports Company td

Hincon House, 11th



15 Dasve Convention Center Ltd

Hincon House, 11th



16 Dasve Business Hotel Ltd

Hincon House, 11th



17 Dasve Hospitality Institutes Ltd

Hincon House, 11th



18 Lakeview Clubs Ltd Hincon House, 11th

Floor, 247Park, Lal Bahadur Shastri Marg, ikhroli (West),Mumbai – 400 083


19 Dasve Retail Ltd Hincon House, 11th



20 Full Spectrum Adventure Ltd

Hincon House, 11th



21 Spotless Laundry Services Ltd

Hincon House, 11th



22 Knowledge Vistas Ltd

U80301MH2009PLC190552 Associate 33.66 2(6)

23 Lavasa Bamboocrafts Ltd

Hincon House, 11th

Floor, 247Park,Lal Bahadur Shastri


Marg, ikhroli (West),Mumbai – 400 083

24 Green Hills Residences Ltd

Hincon House, 11th



25 My City Technology Ltd

Hincon House, 11th



26 Reasonable Housing Ltd

Hincon House, 11th



27 Future City Multiservices SEZ Ltd

Hincon House, 11th



28 Verzon Hospitality Ltd

Hincon House, 11th

Floor, 247Park,Lal Bahadur Shastri Marg, ikhroli (West), Mumbai – 400 083


29 Rhapsody Commercial Space Ltd

Hincon House, 11th



30 Valley View Entertainment Ltd

Hincon House, 11th



31 Andromeda Hotels Ltd

Hincon House, 11th


U55101MH2010PLC199240 Associate 27.48 2(6)

32 Sirrah Palace Hotels Ltd

Hincon House, 11th



33 Whistling Thrush Facilities Services

Hincon House, 11th

Floor, 247Park,U74900MH2010PLC199381 Subsidiary 35.03 2(87)

Ltd Lal Bahadur Shastri Marg, ikhroli (West),Mumbai – 400 083

34 Warasgaon Tourism Ltd

Hincon House, 11th



35 Our Home Service Apartments Ltd

Hincon House, 11th



36 Warasgaon Power Supply Ltd

Hincon House, 11th



37 Sahyadri City Management Ltd

Hincon House, 11th



38 Hill City Service Apartments Ltd

Hincon House, 11th



39 Kart Racers Ltd Hincon House, 11th



40 Warasgaon Infrastructure Providers Ltd

Hincon House, 11th



41 Nature Lovers Retail Ltd

Hincon House, 11th



42 Osprey Hospitality Ltd

Hincon House, 11th



43 Starlit Resort Ltd Hincon House, 11th U55204MH2010PLC210107 Subsidiary 68.70 2(87)


44 Warasgaon Valley Hotels Ltd

Hincon House, 11th



45 Rosebay Hotels Ltd Hincon House, 11th



46 Mugaon Luxury Hotels Ltd

Hincon House, 11th



47 Warasgaon Assets Maintenance Ltd

Hincon House, 11th



48 Hill View Parking Services Ltd

Hincon House, 11th



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

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

%Change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters (1) Indian a) Individual / HUF

b) Central Govt

c) State Govt(s)

d) Bodies Corp.

6,61,93,179 6,61,93,179 99.99 6,61,93,179 6,61,93,179 99.99 -

e) Banks / FI f) Any Other….

Sub-total (A)(1):

6,61,93,179 6,61,93,179 99.99 6,61,93,179 6,61,93,179 99.99 -

(2) Foreign a) NRIs - Individuals

b) Other – Individuals

c) Bodies Corp.

d) Banks / FI e) Any Other….

Sub-total (A) (2):

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

6,61,93,179 6,61,93,179 99.99 6,61,93,179 6,61,93,179 99.99 -

B. Public Shareholding

1.Institutions

a) Mutual Funds

b) Banks / FI c) Central Govt.

d) State Govt(s)

e) Venture CapitalFunds

f) Insurance Companies

g) FIIs h) Foreign Venture Capital Funds

i) Others (specify)

Sub-total (B)(1):

2. Non-Institutions

a) Bodies Corp.

i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital

6 6 Nil 6 6 Nil -

upto Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1lakh

c) Others (specify)

Sub-total (B)(2):-

6 6 Nil 6 6 Nil -

Total Public Shareholding (B)=(B)(1)+ (B)(2)

6 6 Nil 6 6 Nil -

C. Shares held by Custodian for GDRs & ADRs

Grand Total (A+B+C)

6,61,93,185 6,61,93,185 100.00 6,61,93,185 6,61,93,185 100.00 -

(ii) Shareholding of Promoters

SlNo.

Shareholder’s Name

Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumberedto total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumberedto total shares

%changein share holding during the year

1 Hindustan Construction Co. Ltd

6,61,93,179 99.99 0.00 6,61,93,179 0.00 0.00 -

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

Sl. No.


Cumulative Shareholding during the year

No. of shares % of total shares of the

No. of shares

% of total shares of the

At the beginning of the year Date wise Increase / Decrease in

Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

At the End of the year

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

Sl. No. Shareholding at the beginning of the year Shareholding at the end of the Year No. of shares % of total

shares of the No. of shares


1 Shri. Ajit Gulabchand 1 -- 1 --2 Miss. Shalaka Gulabchand

Dhawan 1--

1--

3 Shri. Arun Karambelkar 1 -- 1 --4 Shri. Rajgopal Nogja 1 -- 1 --5 Shri. V.P. Kulkarni 1 -- 1 --6 Shri. Praveen Sood 1 -- 1 --

(v) Shareholding of Directors and Key Managerial Personnel:

Sl.No.


Shareholding at the end of the Year

No. of shares


No. of shares


Directors 1 Mr. Ajit Gulabchand 1 0.00 1 0.002 Ms. Shalaka Gulabchand Dhawan 1 0.00 1 0.00

Key Managerial Personnel None of the Key Managerial Personnel holds shares in the Company

V. INDEBTEDNESS

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

Rs.In Lakhs Secured Loans Unsecured

Total

excluding Loans

Indebtedness

deposits

Deposits

Indebtedness at the beginning of the financial year i) Principal Amount 2,500.00 37,626.78 - 40,126.78 ii) Interest due but not paid 29.20 1,290.34 - 1,319.53 iii) Interest accrued but not due - - - Total (i+ii+iii) 2,529.20 38,917.11 41,446.31 Change in Indebtedness during the financial year

· Addition - 3,192.53 3,192.53 · Reduction 250.00 - 250.00

- Net Change 250.00 3,192.53 3,442.53

Indebtedness at the end of the financial year i) Principal Amount 2,250.00 40,819.31 43,069.31 ii) Interest due but not paid 77.00 2,301.23 2,378.23 iii) Interest accrued but not due - - - Total (i+ii+iii) 2,327.00 43,120.54 45,447.54

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (c) Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

Sl. No.

Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

---- ---- ---- ---- 1 Gross salary

(c) Salary as per provisions contained

in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 © Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option 3 Sweat Equity 4 Commission

- as % of profit - others, specify…

5 Others, please specify Total (A) Ceiling as per the Act

B. Remuneration to other directors: NIL

Sl. No.

Particulars of Remuneration Name of Directors Total Amount

3. Independent Directors Fee for attending board / committee

meetings Commission Others, please specify

---- ---- ---- ----

Total (1) 4. Other Non-Executive Directors

Fee for attending board / committee meetings Commission Others, please specify

Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. no.

Particulars of Remuneration

Key Managerial Personnel

CEO CS CFO Total Mr. Devendra Manchekar Ms. Pooja Oak* Mr. Narendra Negandhi**

Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, 1961

Rs. 57,72,585 Rs. 11,71,497 Rs. 21,18,828 Rs. 90,6,2910

Stock Option -- -- -- Sweat Equity -- -- -- Commission

- as % of profit - others, specify…

-- -- --

Others, please specify

-- -- --

Total Rs. 57,72,585 Rs. 11,71,497 Rs. 21,18,828 Rs. 90,6,2910 * Remuneration for 9 months ** CFO upto 31st October 2014 *** Mr. Shrikant Nanavaty has been appointed as CFO w.e.f. 27th January, 2015 (without remuneration)

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/COURT]

Appealmade, if any(give Details)

A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULTPenalty Punishment Compounding

Report on Corporate Governance

The Directors present the Company’s Report on Corporate Governance for the year ended March 31, 2015.

Board of Directors (BOARD):

a. Composition of the Board

As on 31st March, 2015, the Company’s Board consists of five members. All the directors are non-executive directors, including the chairman. Two of the directors are independent directors.

b. Number of Board Meetings

The Board of Directors met five times during the year 2014-15, on 28th April, 2014, 28th June, 2014, 28th July, 2014, 27th October, 2014 and 27th January, 2015. The maximum gap between any two consecutive meetings did not exceed four months.

c. Directors’ attendance record and Directorships held

* Mr. Sharad M. Kulkarni had resigned as a Director, w.e.f. 1st August, 2014.

Name of Director

Position Meetings Held

Meetingsattended

Whetherattended last AGM

No. of Directorships in other publiccompanies#

Committee Positions##

Pecuniary or business relationswith the Company

SittingFees (Rs)

Chairman Member

Ajit Gulabchand

Chairman 5 5 Yes 8 1 3 None Nil

Shalaka Gulabchand Dhawan

Non-executive

5 5 Yes 5 - 3 None 90,000

Arjun Dhawan Non-executive

5 5 Yes 8 Nil Nil None 50,000

Sharad M. Kulkarni*

Independent 5 2 Yes - - - None 30,000

Subhash Dandekar

Independent 5 4 Yes 3 1 1 None 80,000

Rajas R Doshi Independent 5 2 No 6 2 7 None 40,000

As mandated by Clause 49, none of the directors are members of more than ten board level committees nor are they chairman of more than five such committees. The table above gives details of directors’ attendance record, directorships and memberships.

#Excludes private limited companies, foreign companies and companies registered under Section 25 of the Companies Act, 1956 or under section 8 of Companies Act, 2013 (i.e., associations not carrying on business for profit or which prohibits payment of dividend).

##Chairmanship / Membership of Audit Committee and Stakeholder Relationship Committee.

As mandated under Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013, the Independent Director shall mean a Non-executive Director, other than a Nominee Director of the Company:- who, in the opinion of the Board, is a person of integrity and possesses relevant

expertise and experience; (i) who is or was not a promoter of the company or its holding, subsidiary or

associate Company; (ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

apart from receiving director’s remuneration, has or had no material pecuniary relationship with the Company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial year or during the current financial year;

none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

who, neither himself nor any of his relatives —

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of —

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company;

(v) is a material supplier, service provider or customer or a lessor or lessee of the company;

who is less than 21 years of age.

Information supplied to the Board

As a policy, the following information is regularly provided to the Board as a part of the agenda papers well in advance of the board meetings or is tabled during the course of board meetings.

• Review of the operations of the Company • Approval of capital expenditure • Quarterly, half-yearly and annual results of the Company • Minutes of the meeting(s) of the Audit Committee • Certificates of compliance with various statutory requirements given by concerned

Heads of Departments / Functions

Pursuant to the Clause 49, the minutes of the meetings of the Board of Directors of all the subsidiary companies are also placed before the Board. The Board also reviews the financial statements / results of all its subsidiary companies.

Directors with materially significant pecuniary relationships or business transactions with the Company

There have been no materially significant pecuniary relationships or transactions between the Company and its directors for the financial year under review.

Remuneration of Directors

Apart from payment of sitting fees for attending meetings of the Company, no other remuneration has been paid to any of the Directors of the Company. The Company did not advance any loans to any of its Directors in the year under review.

Board Level Committee

The Company has two Board level committee viz. Audit Committee and Nomination and Remuneration Committee. All decisions pertaining to the constitution of the committee, appointment of members and fixing of terms of reference for committee members are taken by the Board of Directors.

Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.

1. Audit Committee

As on 31st March, 2015, the Audit Committee of the Company comprises three

directors - Mr. Subhash Dandekar, Ms. Shalaka Gulabchand Dhawan and Mr. Rajas R. Doshi. Mr. Subhash Dandekar is the Chairman of the Committee.

The terms of reference of the Audit Committee are in conformity with those mentioned in Section 177 of the Companies Act, 2013. These are:

1. Overseeing the Company’s financial reporting process and disclosure of its financial information;

2. Recommending to the Board, the appointment, re-appointment, and replacement, remuneration and terms of appointment of the statutory auditor and the fixation of audit fee;

3. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

4. Approval of payments to the statutory auditors for any other services rendered by them;

5. Reviewing with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

i) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii) Changes, if any, in accounting policies and practices and reasons for the same;

iii) Major accounting entries involving estimates based on the exercise of judgment by management;

iv) Significant adjustments made in the financial statements arising out of audit findings;

v) Compliance with listing and other legal requirements relating to financial statements;

vi) Qualifications in the draft audit report.

6. Reviewing and examination, with the management, the quarterly, half-yearly and annual financial statements and the auditors’ report thereon before submission to the Board for approval;

7. scrutiny of inter-corporate loans and investments;

8. valuation of undertakings or assets of the company, wherever it is necessary;

9. evaluation of internal financial controls and risk management systems;

10. approval or any subsequent modification of transactions of the company with related parties;

11. Reviewing with the management, the statement of end use / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a

public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

12. Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

18. Approval of appointment of Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging the function) after assessing the qualifications, experience & background, etc. of the candidate;

19. Reviewing the functioning of the whistle blower mechanism, in case the same is existing;

20. Review of management discussion and analysis of financial condition and results of operations, statements of significant related party transactions submitted by management, management letters/letters of internal control weaknesses issued by the statutory auditors, internal audit reports relating to internal control weaknesses, and the appointment, removal and terms of remuneration of the chief internal auditor; and

21. Carrying out any other functions as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee is empowered, pursuant to its terms of reference, to:

Investigate activity within its terms of reference; Seek information from any employees; Obtain outside legal or other professional advice; and Secure attendance of outsiders with relevant expertise, if it

considers necessary.

In addition, the Audit committee of the Company also reviews the financial statement of Subsidiary Companies.

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and result of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

3. Management letters/ letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;

5. The appointment, removal and terms of remuneration of the chief internal auditor.

The minutes of the Audit Committee meetings are circulated to the Board, which discusses and takes note of them.

The Audit Committee met four times during the year, viz., 28th April, 2014, 28th July, 2014, 27th October, 2014 and 27th January, 2015. The minutes of the meetings of the Audit Committee are reviewed and noted by the Board. The composition of the Audit Committee and attendance of the members at the meetings of the Audit Committee are given below.

Audit Committee attendance record

Name of the Member Position Number of Meetingsheld

Number of Meetingsattended

SittingFees (Rs)

Subhash Dandekar Chairman 4 (Four) 4 (Four) 40,000 Shalaka Gulabchand Dhawan Member 4 (Four) 4 (Four) 40,000 Sharad M Kulkarni* Member 4 (Four) 1 (One) 10,000 Rajas R Doshi Member 4 (Four) 2 (Two) 20,000

* Mr. Sharad M. Kulkarni had resigned as a Director, w.e.f. 1st August, 2014.

2. Nomination and Remuneration Committee

As on 31st March, 2015, the Nomination and Remuneration Committee of the Company comprises three directors - Mr. Subhash Dandekar, Ms. Shalaka Gulabchand Dhawan and Mr. Rajas R. Doshi. Mr. Subhash Dandekar is the Chairman of the Committee.

The terms of reference of the Nomination and Remuneration Committee are in conformity with those mentioned in Section 178 of the Companies Act, 2013. These are:

(i) Identify persons who qualify to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance.

(ii) Formulate the criteria for determining qualifications, positive attributes and independence of a director.

(iii) Formulate and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Nomination and Remuneration Committee met once during the year, viz. on 27th January, 2015.

The minutes of the meetings of the Nomination and Remuneration Committee are reviewed and noted by the Board. The composition of the Nomination and Remuneration Committee and attendance of the members at the meetings of the Nomination and Remuneration Committee are given below.

Nomination and Remuneration Committee Meeting attendance record

Name of the Member Position Number of Meetings held

Number of Meetingsattended

Subhash Dandekar Chairman 1 (one) 1 (one) Shalaka Gulabchand Dhawan Member 1 (one) 1 (one) Rajas R Doshi Member 1 (one) 1 (one)

Nomination and Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration

(I) Appointment criteria for Directors and Senior Management :

a) A person who is proposed to be appointed as a Director and/or in Senior Management as a Key Managerial Personnel (“KMP”) should possess adequate qualification, expertise and experience for the position he / she is considered for appointment and has to be recommended by the Committee to the Board for appointment.

b) A person shall not be eligible for appointment as a Director of a Company if he stands disqualified under the provisions mentioned in Section 164 of the Companies Act, 2013, rules made thereunder, or any other enactment for the time being in force.

c) The Director shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made thereunder, or any other enactment for the time being in force.

d) Appointment of Independent Directors is subject to compliance of provisions of section 149 of the Companies Act, 2013, read with schedule IV and rules made thereunder the Act.

e) On appointment to the Board Independent Directors shall have to be issued a formal letter of appointment in accordance with the provisions of the Act and the rules made thereunder.

f) Appointment of Key Managerial Personnel (KMP) is subject to compliance of provisions of section 203 of the Companies Act, 2013, read with rules made thereunder the Act (as amended from time to time).

g) The appointment of Senior Management Personnel (excluding KMPs) will be decided by the Chief Executive Officer and their terms of appointment will be in accordance with the Company rules and policy framework.

(II) Policy relating to the Remuneration of Directors, Key Managerial Personnel (KMP) And Senior Management Employees

(A) Remuneration to Managing Director/Whole-time Directors :

The remuneration for the Managing Director/Whole-time Directors will be governed as per the provisions of the Companies Act, 2013 and the rules framed thereunder from time to time

(B) Remuneration to Non- Executive & Independent Directors:

a) The remuneration payable to Directors who are neither Managing Director nor Whole-time Directors will be governed as per the provisions of the Companies Act, 2013 and the rules framed thereunder from time to time.

b) Sitting Fees:

These Directors may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. 1 lac (One Lac) per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

c) Remuneration may be paid by way of commission within the monetary limit approved by shareholders, subject to the limit as per the applicable provisions of the Companies Act, 2013.

Independent Directors shall not be entitled to any stock options of the Company under the new Companies Act, 2013.

(C) Remuneration to KMP and Senior Management employees :

As mentioned earlier, the remuneration as approved by the Board of Directors shall be payable to KMPs. The annual increment to the KMP and Senior Management shall be based on the annual appraisal and shall be determined by the Chief Executive Officer.

Management

Disclosures

Details of materially significant, related party transactions, i.e., transactions of the Company of material nature with its promoters, the directors or the management, their subsidiaries or relatives, etc., are presented in the Notes to the Financial Statement of Accounts. All details of the financial and commercial transactions where directors may have a potential interest are provided to the Board. The interested directors neither participate in the discussion nor vote on such matters.

Disclosure of accounting treatment in preparation of financial statements

The Company has followed the guidelines of accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.

Details of non-compliance by the Company

The Company has complied with all the requirements of regulatory authorities.

Shareholders’ Information

Re-appointment of Directors

At the ensuing Annual General Meeting, Mr. Ajit Gulabchand, retires by rotation. Mr. Ajit Gulabchand, being eligible, offers himself for re-appointment.

Mr. Ajit Gulabchand is Chairman and Non-Executive Director of our Company and has been associated with the company for the last ten years. Mr. Gulabchand has been the visionary behind the concept and development of the private Hill City, Lavasa, based on the principles of New Urbanism. Mr. Gulabchand is also the Chairman and Managing Director of Hindustan Construction Company Ltd (HCC). Over the past 29 years, he has steered HCC's nearly century old partnership with India to exceptional growth, transforming a construction company into a global leader in the fields of engineering and construction, real estate, infrastructure development and comprehensive urban development and management. He is also the Chairman of Zurich – based Steiner AG, Switzerland’s second largest total services contractor. Mr. Gulabchand holds leadership roles in several professional organisations and is highly regarded internationally as a spokesperson for India's infrastructure industry. He was Chair of the Governor’s Steering Board and the Engineering and Construction Community at the World Economic Forum (WEF)’s Annual Meeting in Davos 2011. He is a member of the UK India Business Council (UKIBC) Advisory Council. He is a former President of International Federation of Asian and Western Pacific Contractors’ Associations (IFAWPCA). He is one of the first Asian signatories to the United Nations Global Compact's CEO Water Mandate in March 2008. He was conferred with the ‘Infrastructure Leader of the Year Award’ for 2009 by CNBC TV 18. Mr. Gulabchand holds a Bachelor’s degree in Commerce (Honours) from the University of Mumbai.

As on 31st March, 2015, he is also a Director of the following public limited companies:

(i) Hindustan Construction Company Limited (ii) Hincon Finance Limited (iii) The Indian Hume Pipe Company Limited (iv) Hincon Holdings Limited (v) Western securities limited (vi) Gulabchand Foundation (vii) Lavasa Corporation Limited (viii) Charosa Wineries Limited (ix) Steiner India Limited (x) Construction Skill Development Council of India

He is a Member of Stakeholders Relationship Committee of Hindustan Construction Co. Ltd, Hincon Holdings Limited and The Indian Hume Pipe Co. Ltd.

He is also a Member Corporate Social Responsibility Committee and Nomination and Remuneration Committee of Lavasa Corporation Limited.

He is a Chairman of Corporate Social Responsibility Committee and Risk Management Committee of Hindustan Construction Co. Ltd

He is also a Chairman of Stakeholders Relationship Committee of Lavasa Corporation Limited.

He holds 1 (one) equity share of `10 in the Company.

Information on General Body Meetings

Details of Annual General Meetings held during the last three years

Financial Year Day, Date & Time Venue Special Resolution(s) passed

2012 -- 2013 Monday, 11th June, 2012 at 03:30 p.m.

Hincon House, 247Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083.

Nil

2013 - 2014 Monday, 17th June, 2013 at 03:30 p.m.


Nil

2014 – 15 Monday, 16th June, 2014 at 05:00 p.m.


1. Special Resolution u/s 180(1)(c) of the Companies Act, 2013 for borrowing an amount not exceeding rs. 2,500 crores

2. Special Resolution u/s 180(1)(a) of the Companies Act, 2013 for creation of charge / mortgage over the moveable and immoveable properties of the company, both present and future, in respect of borrowings of an aggregate amount not exceeding rs. 2,500 crores.

3. Special Resolution u/s 186 of the companies act, 2013 for making loans, giving guarantees or providing securities to Hincon Finance Limited

4. Special Resolution u/s 186 of the companies act, 2013 for making loans, giving guarantees or providing securities to Vikhroli Corporate Park Private Limited

Details of Extraordinary General Meetings held during the last three years

Financial Year Day, Date & Time Venue Special Resolution(s) passed

2012 - 2013 Friday, 28th

December,2012 at 11:30 a.m.

Hincon House, 247Park L.B.S. Marg, Vikhroli (West), Mumbai – 400 083.

1. Making of loans, giving guarantees, providing securities etc. U/s. 372A of the Companies Act, 1956 to Charosa Wineries Limited for an amount not exceeding Rs. 500 Crores.

2. Making of loans, giving guarantees, providing securities etc. U/s. 372A of the Companies Act, 1956, including any corporate guarantee to CDR lenders in pursuance of the approved CDR package agreed to, by the bankers of Hindustan Construction Co. Ltd. for an amount not exceeding Rs. 12,000 Crores.

3. Making of loans, giving guarantees, providing securities etc. U/s. 372A of the Companies Act, 1956 to HCC Infrastructure Limited for an amount not exceeding Rs. 20 Crores.

4. Making of loans, giving guarantees, providing securities etc. U/s. 372A of the Companies Act, 1956 to Highbar Technologies Limited for an amount not exceeding Rs. 20 Crores.

5. Making of loans, giving guarantees, providing securities etc. U/s. 372A of the Companies Act, 1956 to Panchkutir Developers Limited for an amount not exceeding Rs. 35 Crores.

6. Amendment in existing Article 131(2) of Articles of Association of the Company under section 31 of Companies act, 1956, for affixing Common Seal of the Company on every instrument.

2013 - 2014 Friday, 21st June, 2013 at 09:30 a.m.


Making of loans, giving guarantees, providing securities etc. U/s. 372A of the Companies Act, 1956 to Highbar Technologies Limited for an amount not exceeding Rs. 30 Crores.

2013 - 14 Friday, 23rd August, 2013 at 11:00 a.m.


Appointment of Mr. Devendra Manchekar as Manager of the Company.

2014 – 15 Wednesday, 20th August, 2014 at 05:00 p.m.


1. Giving guarantees, providing securities etc. u/s. 186 of the Companies Act, 2013 to Lavasa Corporation Limited for an amount not exceeding Rs. 550 Crores.

2. Making loans u/s. 186 of the Companies Act, 2013 to Lavasa Corporation Limited for an amount not exceeding Rs. 50 Crores.

2014 – 15 Monday, 16th March, 2015 at 05:00 p.m.


1. Appointment of Mr. Subhash Dandekar, Independent Director of the Company for a term of five consecutive years upto 15th

March, 2020 2. Appointment of Mr. Rajas R

Doshi, Independent Director of the Company for a term of five consecutive years upto 15th

March, 2020 3. Giving guarantees, providing

securities etc. u/s. 186 of the Companies Act, 2013 to Lavasa Corporation Limited for an amount not exceeding Rs. 300 Crores.

4. Making loans u/s. 186 of the Companies Act, 2013 to Rhapsody Commercial Space Limited for an amount not exceeding Rs. 15 Crores.

Postal ballot

Postal ballot was not conducted in any of the general body meetings held so far by the Company. Presently, the Company does not have any proposal for a postal ballot.

Additional Shareholders’ Information

I) Tenth Annual General Meeting Date: June 15, 2015 Day: Monday Time: 05:00 p.m. Venue: Hincon House, 247Park, L.B.S Marg, Vikhroli (W), Mumbai 400 083.

II) Financial Calendar

Financial Year: 1st April to 31st March

For the year ended 31st March, 2014, results were announced on: • 28th July, 2014: First Quarter • 27th October, 2014: Half-yearly • 27th January, 2015: Third Quarter • 27th April, 2015: Fourth Quarter and Annual

III) Shareholding Pattern

The entire share capital of the Company is held by the Promoter of the Company, i.e., Hindustan Construction Co. Ltd.

IV) Demat connectivity of shares of the Company

The Company has appointed M/s. TSR Darashaw Ltd. as its Registrar & Share Transfer Agent. (Registrars for electronic connectivity only) and has executed a tripartite agreement with National Securities Depository Limited (NSDL) and TSR Darashaw Ltd. to obtain the electronic / demat connectivity.

The ISIN for the Company’s fully paid-up equity shares is INE915J01012.

V) Investor Correspondence

Shareholders can contact the Company at the following address:

Registered Office: Hincon House, 11th Floor, 247Park, L.B.S Marg, Vikhroli (West), Mumbai 400 083. Tel: +91 22 4238 6000 Fax: +91 22 2577 4413

Management Discussion and Analysis Report

Indian economy is passing through very difficult phase wherein new investments by the corporate sector have being adversely effected because of pessimism continuing regarding future. Stagnancy in the Indian Economy with diminishing growth in GDP has affected the investments. The new land acquisition bill is likely to adversely affect the scenario of investments in real estate sectors. Lack of infrastructure development has substantially affected even the real estate sector. Recession in western countries has adversely affected the demand of office premises in IT sector. Lower availability of funds has reduced the demand in the residential sector as well.

In spite of the above, HCC Real Estate Limited continued its efforts in focusing of projects in metro cities mainly in residential sectors and preferable on joint development basis. We believe that with growing urbanization the need for residential sector in metro cities like Mumbai, Thane, and Pune is likely to increase once the Indian economy stabilizes. The Company is also looking at the real estate development in way side amenities particularly with our associate companies which are developing the road projects.

Business Portfolio

Your Company has continued its efforts in developing the projects same which are in the process of getting approval from statutory authorities.

1. Lavasa

With the environment clearances firmly in place, much of 2014-15 was about consolidating the position of the Company. Emphasis through the year was on communicating that development work at Lavasa city has commenced at the right earnest and to raise awareness about India’s first smart city and its advantages.

Residential sales have taken an upswing in 2014-15, with Lavasa giving possession to over 677 residential units. The year witnessed launch of new apartments ‘City Centre’ strategically located near hotels, educational institutes and healthcare facilities in Dasve with amenities such as clubhouse with outdoor sports facilities and retail on the ground floor. Construction is in full speed at Dasve and the second town of Mugaon. Focus on collection and sales for Mugaon and Dasve have yielded good results.

Mugaon, the second town of Lavasa also witnessed the launch of new apartments designed to cater the demand for compact apartments. Select villas offering panoramic views of Dasve Lake and Warasgaon Lake line were also opened for sale with enhanced amenities and thoughtful design being demanded by discerning customers.

In institutional sales, the prime focus was on collections and activations of sites. The company closed a transaction is with Hindustan Times Media Limited, the premier media establishment which has acquired over 6 acres of land. They propose to establish a state-of-art training centre for its executive staff.

Hazel Hotels that had acquired 2 plots of land aggregating to 2.1 acres with a built up area of 40,000 sq. ft has been granted building plan approval by Special Planning

Authority and proposes to commence construction of a Ramada Encore branded hotel. J Vora Hospitality is all set for a soft launch of its 80 keys vegetarian hotel in Dasve by December 2015. SOSFIPL, an NGO has obtained SPA approval for a bakery with a built up area of 20,000 sq.ft in Bhoini and will commence construction activity this year.

The Doon Public School has acquired a 10 acre plot in Mugaon to start a school while Symbiosis International University has already been granted building plan approval by the SPA and will commence construction of its large campus post monsoon.

The Company has completed the purchase of 10574 acres of land including 455 acres of land on lease

The Environment Management Plan is being implemented regularly. Continuous monitoring of environmental aspects such as air quality, water quality, noise quality and soil quality are being carried out as per MoEF guidelines and the same are observed to be within the stipulated limits. As per the Environment Clearance requirement, the Environmental Compliance Report is being submitted to MoEF once in six months; and the and the last report (6th report) was submitted in December 2014. Yearly Environment Statement, a requirement as per the consent document of Maharashtra Pollution Control Board (MPCB), is being submitted in the month of September every year and the last report was submitted on 29th September 2014. Lavasa Sustainability report for the period 2010-13 was prepared and accorded highest rating application level A+ as per GRI guidelines.

Development Status: Dasve

Lavasa city’s first town, Dasve is ready with all basic infrastructure, such as access roads, internal roads, water treatment plant, water distribution network, sewage network, sewage treatment plant, telecom network and services.

Till date 801 properties are handed over to the City Management Services department ready for hand over to customers. Out of these 677 units have already been handed over to customers. The Park Plaza, Thicket Park, Games Arcade, Nature Trail, Kids Play area, neighborhood parks and other scenic points are completed and are opened for tourists. Facilities like rappelling and rock climbing are operational at X Thrill – The Adventure Sports & Academy. Oase Fountain, the multimedia fountain which incorporates a sound and laser show is complete. The work on Shayadri Park and the Adventure and Amateur Trail is completed. Portofino E to I and Christ College is handed over. Hostel block at Tower A is operational. Work on rest of properties - Lake View apartments, Club View apartments, Delfino apartments, Valley View apartments, Brook View apartments, Rental housing, Retail and hostel tower B, Christel House Phase II, Novotel Hotel and Holiday Inn is in progress.

Development Status: Mugaon

Work on infrastructure for the second town of Mugaon has been accelerated. Work on utilities is in progress. Work on infrastructure for the second town of Mugaon has been accelerated. Work on utilities is in progress. Lavasa Corporation has commences work on 29 buildings The improvement to the existing Mugaon-Tamhini Zilla Major District road excluding the stretch crossing through the forest land is completed. A portion of this road will also form a part of the approach road for the proposed tunnel between Tamhini and Mugaon. Work on the inter village road from Mugaon to Dhamanohol is completed (6 kms).

Rehabilitation work on new gaothans has commenced and by the end of the year, 50 units will be ready to accommodate villagers, along with other city infrastructure like school and community centre. This rehabilitation will also help augment the construction of the first phase of the apartments in Mugaon.

2. 247Business Square & 247Business Avenue

Your Company has signed an agreement with Lavasa Corporation Limited for developing two commercial complexes namely 247 Business Square at Lavasa. The construction of 247 Business square has already commenced. Delay has taken place mainly due to stoppage of construction notice issued to Lavasa Corporation from Ministry of Environment and Forest. Since now the clearance is already been given to Lavasa, the management is of the opinion that the construction work will complete in next two years.

3. Vikhroli Corporate Park Phase II

The Company has initiated the development of commercial office building with approx. 400,000 sq ft of saleable area and approx. 800,000 sq ft total construction area. The project is based on the “Public-Parking Policy,” finalised by Municipal Corporation of Greater Mumbai (MCGM) for which the company has submitted the application.

The company has received preliminary approvals from Jt. Commissioner-Traffic for 520 car parks on the basis of extensive traffic surveys conducted by traffic consultants. Subsequently the architects, structural engineers and traffic consultants have prepared the reports for submission to the Parking committee constituted by MCGM which has approved location and detailed building drawings of the scheme. Parking Committee has approved the location and building plans. Also Commissioner-MCGM has approved the scheme. Recently, state govt. also approved this scheme.

The project team has conducted prequalification exercise for the civil and other contractors for the construction. The company envisages commencement of the construction of the project by 2016. The marketing and sales department of the company has submitted Request for Proposals (RFP) for built-to-suit (BTS) commercial office space requirement and the company is hopeful of receiving good response riding on the success of 247Park Phase I.

4. Panchkutir Developers Limited

The fellow subsidiary of HCC has planned to develop the residential project in Vikhroli (East) as well as in Powai. HREL being a real estate Company within the group has taken up this project as PMC Contractor.

Development of Vikhroli (E) land parcel:

Out of the total land holding of around 32 acres by the Panchkutir Developers Ltd. in Vikhroli (E), the survey of tenements on Phase-I of 14.5 acres of land to ascertain the development potential of the free sale component is completed. Out of the 1960 slum residents, consent of about 1400 residents representing more than 70% has already been obtained and the process for forming the society in progress. Proposal submitted to SRA for Phase-I of about. Annexure II displayed for 750 tenants of 4 Societies.

Slum declaration of Phase-I land is challenged and the same has been set aside by the Special Slum Tribunal. Subsequently the litigant filed Writ Petition challenging the above said Order of the Slum Tribunal in High court .High Court upheld the 3C order and asked tribunal for actual verification of slum. But the litigant filed appeal challenging the above said Order of the Slum Tribunal on divisional board in High Court.

Development of Powai land:MOU-cum-Development Agreement and Power of Attorney were executed by land owner in favor of the SPV, Panchkutir Developers Ltd a subsidiary of HCC for 12 acres of land. Due to non performance by the land owner of the various obligations under the MOU-cum-Development Agreement in spite of repeated reminders, we have been advised by our solicitor to invoke the Arbitration clause forming part of the MOU-cum-Development Agreement. Accordingly, Arbitration proceedings have been initiated and till date evidence of Claimant’s witnesses completed and matter is now fixed in July 2015 for evidence of Respondent.

Accordingly, Arbitration proceedings have been initiated and we have obtained interim orders, also granted injunction against respondent till end of proceedings.

5. Township Projects

As you are aware that your Company is holding certain land parcels in Thane as well as Pune through its 100% subsidiaries.

Thane Township

HRL (Thane) Real Estate Ltd. a subsidiary of HREL initiated the acquisition of 183 acres of land at Ghodbunder Road, Thane for Integrated Township Development. Till date the Development Agreement and Power of Attorney for 32 acres have been executed in favour of Company. The company continued its activity of securing its position for land title and other documentation. The company has filed criminal case Mr.Atul Sonawala and 8 others ,Director of Om Gurukripa Realtors Pvt. Ltd. Police enquiry is in process of the said case.

Pune (Maan) Township

Maan Township Developers Ltd, a subsidiary of HREL has acquired approx. 28 acres of land has been purchased and the Development Agreement and Power of Attorney have been executed in favor of Company. The company now decided to sell the land in piece parcels.

6. New Real Estate Projects under bidding

Company has procured the bidding documents for re development of Parleshwar CHS at Vile Parle (East).,Mulund and Vikhroli.

7. Charosa Wineries Limited

HREL signed a PMC agreement with one of our subsidiary company named Charosa Wineries Limited for providing project management for land acquisition and related approvals, construction of various buildings, health-safety and environment management.

The operational capacity of the winery is 5 lac liters with closing stock of 5 lakh litres as on 31.03.2015. The harvest season for 2015 is over and the yield has been satisfying with all the stringent parameters set. From the 81 acres of plantation we crushed 205 MT wines from our own grapes. The wine crushed in harvest season 2015 is undergoing further processing in tanks and some of it may be transferred to Oak barrels for ageing.

To cater the needs of wine consumers, Charosa Wines were launched at the end of October 2013 in Mumbai & Pune. Now Charosa Wines are available in Goa, Kolhapur, Kerala , Karnataka, Telangana & Puducherry Markets as well.

The wines are highly appreciated by Wine connoisseurs, wine blogger and mainly consumer. We are planning to expand to Delhi, Chandigarh and Punjab in FY 2015-16.

We are successful in creating a premium image of the wines in the above markets.

8. Information Technology

During the year, the Company continued the utilization of SAP software for its accounting activities.

9. Human Resources

The Company strongly believes that for any orgnaisation to develop, it required capable people. The dedicated, competent and highly motivated workforce at HREL has created a strong foundation for the future growth of the Company.

Independent Auditor’s Report

To The Members of HCC Real Estate Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of HCC Real EstateLimited (‘the Company’), which comprise the Balance Sheet as at March 31, 2015, theStatement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summaryof the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of theCompanies Act, 2013 (‘the Act’) with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance and cashflows of the Company in accordance with the accounting principles generally accepted in India,including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraud orerror.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on ouraudit.

We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act andthe Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section143 (10) of the Act. Those Standards require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Company’s preparation of the financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on whether the Company has inplace an adequate internal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by theCompany’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us,the standalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

(ii) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date;and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended onthat date.

Emphasis of Matter

We draw attention to the following:

Note 2.26 of the notes to standalone financial statements, regarding Company’s exposure in thenature of long-term investments and loans advances of ` 55862.78 lakhs, ` 4765.42 lakhs, `2784.81 lakhs, `_1589.24 lakhs, ` 2504.73 lakhs and ` 2917.69 lakhs in its subsidiaries namelyLavasa Corporation Limited, Pune Paud Toll Road Company Limited, Charosa WineriesLimited, HCC Aviation Limited, Maan Township Developers Limited and HRL (Thane) RealEstate Limited respectively. On the basis of the book value of these companies, there is a

diminution in the value of these investments and advances, which in the opinion of themanagement is of temporary in nature.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (‘the Order’) issued by theGovernment of India – Ministry of Corporate Affairs, in terms of sub-section (11) of section143 of the Act, we enclose in the annexure a statement on the matters specified in paragraphs3 and 4 of the said Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best ofour knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

(e) The matter described under the Emphasis of Matters paragraph, above, in our opinion,may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on March 31,2015 taken on record by the Board of Directors, none of the directors is disqualified as onMarch 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and tothe best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigation on its financialposition in its financial statement – Refer note 2.21 to the financial statements;

ii. the Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For K. S. Aiyar & Co.Chartered AccountantsICAI Firm Registration No: 100186W

Raghuvir M. AiyarPlace: Mumbai PartnerDate: April 27, 2015 Membership No.: 38128

Annexure to the Auditor’s Report

(Referred to in paragraph 1 under the heading ‘Report on Other Legal and RegulatoryRequirements’ of our Report of even date on the financial statements for the year ended onMarch 31, 2015, of HCC Real Estate Limited.)

(i) (a) The Company has maintained proper records showing full particulars including quantitativedetails and situation of the fixed assets.

(b) A substantial portion of the fixed assets have been physically verified by the managementduring the year and in our opinion the frequency of such verification is reasonable havingregard to the size of the Company and the nature of its assets. No material discrepancieswere noticed on such physical verification.

(ii) (a) The inventory has been physically verified during the year by the management. In ouropinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that theCompany is maintaining proper records of inventory. The discrepancies noticed onverification between the physical stocks and the book records were not material.

(iii) (a) As informed, the Company has granted an unsecured loan to a company covered in theregister maintained under Section 189 of the Companies Act, 2013 and the outstandingbalance as on March 31, 2015 is ` 135 lakhs.

(b) The Companies to whom loans have been granted, as referred to in (a) above, no repaymentterms as to principal and interest have been stipulated in respect of abovementioned loanoutstanding during the year.

(iv) In our opinion and according to the information and explanations given to us, there areadequate internal control procedures commensurate with the size of the Company and thenature of its business with regard to purchases of inventory and fixed assets. During thecourse of our audit, no major weakness has been noticed in the internal control system inrespect of this area.

(v) The Company has not accepted any deposit from the public and consequently the directivesissued by the Reserve Bank of India, provisions of section 73 to 76 or any other relevantprovisions of the Companies Act, 2013 and the rules framed thereunder, with regard to thedeposits accepted from the public are not applicable to the Company. No order has beenpassed by the Company Law Board, National Law Tribunal or Reserve Bank of India or anyother court or any other tribunal.

(vi) We have been informed that the Company is not required to maintain cost records undersub-section (1) of section 148 of the Companies Act, 2013, which has been relied upon.

(vii) (a) According to the records of the Company, Provident Fund, Income tax, Sales tax, ValueAdded tax, Wealth tax, Service tax, Custom duty, Excise duty, cess and other materialstatutory dues applicable to it have been generally regularly deposited during the year withthe appropriate authorities.

According to the information and explanations given to us, there are no undisputed dues inrespect of provident fund, value added tax, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues whichwere outstanding, as at March 31, 2015 for a period of more than six months from the datethey became payable.

(b) According to the records of the Company, there are no dues of Income tax, which have notbeen deposited on account of any dispute are except as given below:

Name of Statute Nature of dues Period to whichthe amountrelates

Amount ` inlakhs

Forum wheredispute ispending

Income Tax,1961

Income Tax 2005-06 0.11 ITAT2008-09 24.352009-10 13.452010-11 969.62 CIT Appeals2011-12 314.87

(viii)

The Company has accumulated losses at the end of the financial year and these do notexceed fifty percent of the net worth of the Company. The Company has incurred cash lossesduring the financial year covered by our audit and in the immediately preceding financialyear.

(ix) Based on our audit procedure and according to the information and explanations given to usby the management, we are of the opinion that the Company has defaulted in repayment ofdues to banks as below:

` in lakhsPrincipal Interest Period of delay (in days)

57.48 1 – 30

Paid during the year

29.41 31 – 6028.15 61 - 90

250.00 86.36 91 - 12029.87 121 - 15029.52 Above 151

375.00 26.83 1 – 30 Unpaid52.09 31 – 60

375.00 91 - 120

(x) In our opinion, the terms and conditions on which the Company has given guarantees forloans taken by others from banks or financial institutions are not prejudicial to the interestof the Company.

(xi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xii) Based upon the audit procedures performed and information and explanations given by themanagement, we report that no fraud on or by the Company has been noticed or reportedduring the course of our audit.

For K. S. Aiyar & Co.Chartered AccountantsICAI Firm Registration No: 100186W

Raghuvir M. AiyarPlace: Mumbai PartnerDate: April 27, 2015 Membership No.: 38128

As at As atNotes 31.03.2015 31.03.2014

( ` in Lakhs)) ( ` in Lakhs)EQUITY AND LIABILITIES

Shareholder's FundShare capital 2.1 6,619.32 6,619.32 Reserves and surplus 2.2 35,413.53 37,249.12

42,032.85 43,868.44 Non-current LiabilitiesLong-term borrowings 2.3 40,819.30 39,126.78 Long-term provisions 2.4 10.31 28.82

40,829.61 39,155.59 Current Liabilities

Trade payables 2.5 10,970.45 10,970.45 Other current liabilities 2.6 6,652.43 4,020.00 Short-term provisions 2.7 25.34 10.06

17,648.22 15,000.51

Total 100,510.68 98,024.54

ASSETSNon-current assetsFixed assets

Tangible assets 2.8 0.48 4.59 Intangible assets 2.8 48.38 78.38 48.86 82.97

Non-current investments 2.9 53,454.45 53,455.49 Long term loans and advances 2.10 13,239.58 16,867.53 Other non-current assets 2.11 37.42 37.84

66,731.44 70,360.85 Current assetsInventories 2.12 11,082.76 11,082.76 Cash and bank balances 2.13 35.27 156.74 Short-term loans and advances 2.14 22,612.35 16,341.23

33,730.38 27,580.73

Total 100,510.68 98,024.54

Significant Accounting Policies & Notes to Accounts 1&2The accompanying notes are integral part of the financial statementsAs per our review report of even date For and on behalf of Board of Directors

For K S Aiyar & Co Devendra Manchekar Ajit GulabchandChartered Accountants Chief Executive Officer ChairmanICAI Firm Registration No 100186W DIN No:- 00010827

Raghuvir M Aiyar Shrikant Nanavaty Subhash Dandekar Shalaka Gulabchand DhawanPartner Chief Finance Officer Director DirectorMembership No. 38128 DIN No:- 00167875 DIN No:- 00011094

Pooja Oak Rajas R. Doshi Arjun DhawanPlace: Mumbai Company Secretary Director DirectorDate: 27th April, 2015 DIN No:- 00050594 DIN No:- 01778379

Balance Sheet as at 31st March, 2015

HCC Real Estate LimitedCIN No:- U70100MH2005PLC154004

Notes For The Year Ended For The Year Ended31.03.2015 31.03.2014

( ` in Lakhs)) ( ` in Lakhs)IncomeOperating Income 2.15 16.92 3.84 Other Income 2.16 1,941.73 2,559.77 Total Income 1,958.65 2,563.61

Expenses:

Opening Balance of Project Work in Progress 2.17 11,082.76 11,070.45 Add: Expenditure during the Year - 45.68

11,082.76 11,116.13 Less: Balance transferred to Project Work in Progress 11,082.76 11,082.76

- 33.37 Employee benefits expense 2.18 289.84 484.01 Finance costs 2.19 1,609.06 1,524.91 Depreciation and amortization expense 34.11 44.14 Administrative and Other Expenses 2.20 1,861.24 549.60

Total Expenses 3,794.24 2,636.03

Profit before tax (1,835.59) (72.42) Tax Expenses (1)Current tax - - (2)Deferred tax - 9.58 Profit (Loss) after tax for the year (1,835.59) (82.00) Earnings per equity share: (Nominal value of ` 10 ) (Previous year ̀ 10) (1) Basic (2.77) (0.12) (2) Diluted (2.77) (0.12)

Significant Accounting Policies & Notes to Accounts 1&2The accompanying notes are integral part of the financial statementsAs per our review report of even date For and on behalf of Board of Directors




HCC Real Estate Limited

Statement Of Profit And Loss For The Year Ended 31st March, 2015

CIN No:- U70100MH2005PLC154004

Cash Flow Statement for the Year Ended 31st March, 2015

For The Year Ended For The Year Ended 31.03.2015 31.03.2014

( ` in Lakhs)) ( ` in Lakhs)Cash flow from operating activities

Net Profit / (Loss) Before Tax and Extraordinary Items (1,835.59) (72.42)

Adjustments for :Depreciation 34.11 44.14 Interest expense 1,576.20 1,523.14 Interest Income (1,941.64) (1,236.09) Dividend Income - (7.52)

Operating Profit / (Loss) before working capital changes (2,166.92) 251.25

Adjustments for :

(Increase) / Decrease in Inventory - (12.31) (Increase) / Decrease in Loans & Advances (6,598.75) (2,239.02) Increase / (Decrease) in provisions (3.23) (16.85) (Increase) / Decrease in Current Liabilities 1 317 79 768 21


(Increase) / Decrease in Current Liabilities 1,317.79 768.21

Cash generated from operations (5,284.19) (1,499.96) Direct Taxes Paid 327.63 338.20 Net cash flow from operating activities (7,123.47) (910.52)

Cash flow from investing activities

(Increase) / Decrease in other non-current assets 0.42 - (Increase) / Decrease in long term loans and advances 3,627.95 (2,256.51) Dividend Income - 7.52 Interest Income 1,941.64 1,236.09 (Increase) / Decrease in non current Investments 1.04 8,236.95

Net cash flow from investing activities 5,571.04 7,224.05

Cash flow from financing activitiesInterest Paid (261.57) (343.92) Repayment of Unsecured Loans - (8,150.00) Proceeds / (Repayment) of short term borrowing - 314.29 Proceeds / (Repayment) of long term borrowing 1,692.53 1,435.54

Net cash flow from financing activities 1,430.96 (6,744.09) Increase / (Decrease) In cash and cash equivalents (121.47) (430.56)

Cash and cash equivalents at beginning of year 156.74 587.30

Cash and cash equivalents at end of year 35.27 156.74

As per our review report of even date For and on behalf of Board of Directors



Pooja Oak Rajas R Doshi Arjun DhawanPooja Oak Rajas R. Doshi Arjun DhawanPlace: Mumbai Company Secretary Director DirectorDate: 27th April, 2015 DIN No:- 00050594 DIN No:- 01778379

A) Basis of Preparation of Financial Statements and use of estimates

B)

a)

b)

c)

i.

iii.

d)

e)


Significant Accounting Policies

The Company maintains its accounts on accrual basis following historical cost convention to comply in all materialrespects with the Accounting Standards notified under section 133 of Companies Act, 2013 read together withparagraph 7 of the Companies (Accounts) Rules, 2014. Management makes estimates and technical and otherassumptions regarding the amounts of income and expenses, assets and liabilities, and disclosure of contingencies, inaccordance with Generally Accepted Accounting Principles in India in the preparation of the financial statements.Difference between the actual results and estimates are recognized in the period in which determined.

Fixed Assets - Tangible and Intangible Assets

Cost of land purchased / acquired by the Company includes purchase / acquisition price plus stamp duty andregistration charges.

Construction / development expenditure includes cost of development rights, all direct and indirect expenditureincurred on development of land/ construction, attributable interest and financial charges and overheads relating to sitemanagement and administration less incidental revenues arising from site operations.

Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation. Cost includes all incidentalexpenses related to acquisition and installation including attributable interest and financial charges.

Project Work in Progress

Land and construction / development expenses are accumulated under “Project work-in-progress” and the same arevalued at cost or net realizable value, whichever is lower.

Depreciation on tangible assets is provided on straight line method over the useful lives of assets as prescibedunder Part C of Schedule II of Companies Act, 2013.

Depreciation and Amortization

In respect of intangible assets being Software and implementation costs including users license fees of theEnterprise Resource Planning (ERP) system and other application software costs are amortized over a period of 5years under straight line method on pro-rata basis.

Investments are classified as Non Current Investments, and are stated at cost of acquisition and other incidentalcharges. Non Current Investments have been valued at cost. Where there is a decline, other than temporary, in thevalue of Non Current Investments, provision for diminution, is made in carrying amount of such investments torecognize the decline. Current Investments are carried at the lower of cost and fair value of each investmentindividually

Investments

i.

Defined Contribution Plans

Company’s contributions paid/payable during the year to Provident Fund, Officer’s Superannuation Fund, andLabour Welfare Fund are recognized in the statement of profit and loss.

Employee Benefits

Note No.1: Significant Accounting Policies And Notes Forming Part Of Financial Statement As At 31st March, 2015

ii.

f)

g)

iii.

h)

i)

j)

k)

l)

Defined Benefit Plan & other long term benefits

Company’s liabilities towards gratuity and leave encashment are determined using the projected unit credit methodwhich considers each period of service as giving rise to an additional unit of benefit entitlement and measures eachunit separately to build up the final obligation. Actuarial gain and losses are recognized immediately in thestatement of profit and loss as income or expenses. Obligation is measured at the present value of estimatedfuture cash flows using a discounted rate that is determined by reference to market yields at the Balance Sheetdate on Government bonds where the currency and terms of the Government bonds are consistent with thecurrency and estimated terms of the defined benefit obligation.

Foreign currency transactions are accounted at the prevailing rate on the date of transaction. Assets and liabilitiesare translated at the exchange rate prevailing on the last day of the period. Gains or losses arising out ofremittance/ translations at the end of period are added to/ deducted from the cost of asset and shall be depreciatedover balance life of the asset.

Foreign currency transactions

Borrowing costs attributable to acquisition, construction or production of qualifying assets are capitalized as part ofsuch asset till the time the asset is ready for its intended use or sale. All other borrowing costs are recognized asan expense in the period in which they are incurred.

i.

Company being a developer recognize revenues in accordance with the principles laid down by AccountingStandards for Revenue Recognition, upon commencement of selling operations. Interest is recognized using thetime-proportion method, based on rates implicit in the transation. Dividend income is recognized when thecompany's right to receive dividend is estabished

Revenue Recognition

Borrowing costs

Project Management Consultancy Feesii.

Miscellaneous and other income is accounted on accrual basis

Assets acquired under lease where the significant portion of the risks and rewards of ownership are retained by thelessor are classified as operating leases and lease rentals are charged to the Statement of Profit & Loss on accrualbasis.

Earnings Per Share

Operating Lease

The tax expense comprises of current tax & deferred tax charged or credited to the Statement of Profit and Lossfor the year. Current tax is calculated in accordance with the tax laws applicable to the current financial year. Thedeferred tax charge or credit is recognised using the tax rates and tax laws that have been enacted by the balancesheet date. Where there are unabsorbed depreciation or carry forward losses, deferred tax assets are recognisedonly if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognised only to theextent there is reasonable certainty of realisation in future. At each balance sheet date, recognised andunrecognised deferred tax assets are reviewed.

Taxes on Income

Corporate Costs

Revenue from Project Management Consultancy Fees is recognized on accrual basis, as per the agreements.

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to the equityshareholders (after deducting preference dividends and attributable taxes, if any) by the weighted average numberof shares outstanding during the year. For the purpose of calculating diluted earning per share, net profit or loss forthe year attributable to equity shareholders and weighted number of shares outstanding during the year areadjusted for the effects of all dilutive potential equity shares.

Expenditure on Finance, Administration and Marketing departments are charged to the Statement of Profit & Loss.

m)

n)

o) Impairment The Company makes assessment of any indicator that may lead to impairment of the Assets on an regular basis.An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value, which is higherof net selling price and the value in use. Impairment loss, if any, is charged to Statement of profit and loss in theyear in which it is identified as impaired.

Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date.

The Company is operating only in one significant business segment i.e.Real Estate Development; hence segmentinformation as per Accounting Standard 17 is not required to be disclosed. The Company cater's mainly to the needof the domestic market; as such there is no reportable Geographical Segments.

Segment Reporting

Provisions involving substantial degree of estimation in measurement are recognized when there is a presentobligation as a result of past events and it is probable that there will be outflow of resources. Contingent Liabilitiesare not recognized but are disclosed in the Notes. Contingent assets are neither recognized nor disclosed in thefinancial statement.

Contingencies / Provisions

As at As at31.03.2015 31.03.2014

( ` in Lakhs)) ( ` in Lakhs)2.1 Share capital

Authorised70,000,000 Equity Shares ` 10 each 7,000.00 7,000.00

(Previous year 70,00,000 Equity Shares of Rs 10 each)

7,000.00 7,000.00

Issued , Subscribed & Paid-Up66,193,185 Equity Shares ` 10 each fully Paid up 6,619.32 6,619.32

6,619.32 6,619.32

Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

Particulars Numbers ( ` in Lakhs) Numbers ( ` in Lakhs)At the beginning of the period 66,193,185 6,619.32 66,193,185 6,619.32 Issued during the period - -

Outstanding at the end of the period 66,193,185 6,619.32 66,193,185 6,619.32

Details of Shareholders Holding More Than 5% Shares of the Company

Hindustan Construction Co. Limited , Holding Company & its nominees hold all the Shares of the Company

2.2Securities Premium AccountOpening balance As per last Balance Sheet 40,816.99 40,816.99

Additions During the year - -

40,816.99 40,816.99

Surplus / (Deficit) in the Statement of Profit & Loss

Balance brought forward from last year (3,567.87) (3,485.87) Add: Profit / (Loss) for the period / year (1,835.59) (82.00)

Balance carried forward (5,403.46) (3,567.87)

35,413.53 37,249.12

As at 31.03.2014

Reserve and surplus

Note 2 : Notes Forming Part of Financial Statements As At 31st March, 2015

As at 31.03.2015


The Company has only one class of equity shares having face value as ` 10/- each. Every holder of equity shares is entitled to one vote per share.In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company. Any Dividend proposed by Board Of Directors is subject to the approval of shareholders in ensuing Annual General Meeting and payment of any installment towards principal & interest of term loan on its due date.

CIN No:- U70100MH2005PLC154004

Rights and restriction attached to equity shareholders.


For The Year Ended For The Year Ended31.03.2015 31.03.2014

( ` in Lakhs)) ( ` in Lakhs)2.3 Long term borrowings

Term Loan From Bank - Secured 2,250 2,500 Less: Classified as other current liability due to maturity within next 12 months (Note No 2.6 ) (2,250) (1,000)

( Secured by Mortgage (1st Charge) of Unencumbered - 1,500 Land of Lavasa Corporation Limited ) (Carries interest rate @ 14% p.a.)

Company has defaulted in principle repayment of ` 375.00 Lakhs by 1 day and of 375.00 Lakhs by 91 days and Interest of ` 25.26 Lakhs by 60 days, ` 24.91 Lakhs by 32 days and ` 26.83 Lakhs by 1 day as on 31st March, 2015.

Loans From Related Parties - Unsecured40,406.03 37,476.78

Inter Company Deposit From Other Related Parties 413.28 150.00

40,819.30 39,126.78

2.4 Long term provisions

Provision For Employee Benefits Provision for Gratuity 8.13 13.32 Provision for Leave Benefits 2.18 15.50

10.31 28.82

2.5 Trade Payables

Dues to Related Parties 10,970.45 10,970.45 10,970.45 10,970.45

2.6 Other Current Liabilities

Current Maturities of Long-term Debt - From Bank 2,250.00 1,000.00

Current Account with Holding Company 2,843.99 1,699.51 Interest accrued and due on secured borrowings 77.00 29.20 Interest accrued and due on unsecured borrowings 429.09 510.45 Payable to Employees 35.93 22.90 Trade Deposits & Advances 650.00 650.00 Statutory Dues Payable 21.37 52.31 Other Payables 345.05 55.62

6,652.43 4,020.00

2.7 Short-Term Provisions

Provision For Employee Benefits Provision For Gratuity 14.50 4.39 Provision For Leave Benefits 10.84 5.67

25.34 10.06


Inter Corporate Deposit from Holding Company

Repayable in 4 Quarterly installments after the end of 18 months from 30th September,2012 i.e. moratorium period as per the following schedule:-At the end of 27th month Rs.375.00 Lakhs,At the end of 30th month Rs.375.00 Lakhs,At the end of 33rd month Rs.750.00 Lakhs,At the end of 36th month Rs.750.00 Lakhs.

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2.9 Non Current Investments ( ` in Lakhs)) ( ` in Lakhs)

Trade Investments, Unquoted, Long Term (at cost) :-A Equity investments In Subsidiary Companies

a) Maan Township Developers Limited 10.00 10.00 100,000 Equity shares of ` 10 each fully paid. ( Previous year 100,000 Shares)b) HRL (Thane) Real Estate Limited 10.00 10.00 100,000 Equity shares of ` 10 each

c) HRL Township Developers Limited 10.00 10.00 100,000 Equity shares of ` 10 each fully paid. ( Previous year 100,000 Shares)Less: Diminution In Value of Investments (10.00) - (10.00)

d) Lavasa Corporation Limited 41,780.80 41,781.84 54,68,42,513 Equity shares of ` 10 each fully paid (Previous year 54,68,42,513 Equity Shares of ` 10 each fully paid)e) Nashik Township Developers Limited 10.00 10.00 100,000 Equity shares of ` 10 each fully paid. ( Previous year 100,000 Shares)Less: Diminution In Value of Investments (10.00) - (10.00)

f) Charosa Wineries Limited 1,300.00 1,300.00 70,00,000 Equity shares of ` 10 each

g) Powai Real Estate Developers Limited. 5.00 5.00 50,000 Equity shares of ` 10 each fully paid. (Previous year 50,000)h) HCC Aviation Limited 5.00 5.00 50,000 Equity shares of ` 10 each fully paid. (Previous year 50,000)Refer Note No:-2.26i) Pune-Paud Toll Road Company Limited 604.95 604.95 60,49,500 Equity shares of ` 10 each fully paid. (Previous year 60,49,500)Refer Note No:-2.26j) HCC Realty Limited 5.00 5.00 50,000 Equity shares of ` 10 each fully paid. (Previous year 50,000)

43,720.75 43,721.79

B Investments - preference shares In Subsidiary Companies Lavasa Corporation Limited 9,733.70 9,733.70 22,400,097 6% Cumulative Preference Shares of ` 10 each fully paid.

53,454.45 53,455.49

Other Information-Cost of quoted investments - - -Market Value of quoted investments - - -Cost of unquoted investments 53,454.45 53,455.49


fully paid. ( Previous year 100,000 Shares) Refer Note No:-2.26

fully paid. (Previous year 7,00,000) Refer Note No:-2.26

Aggregate Provision For Diminution in Value of Investment ` 20 Lakhs (Previous Year ` 20.00 Lakhs)



( ` in Lakhs)) ( ` in Lakhs)

2.10 Long Term Loans and Advances (Unsecured , Considered good )Given to - Subsidiaries & their subsidiaries 12,508.01 12,617.52 Less : Provision for doubtful advances (1,460.23) - - Fellow Subsidiaries 2,056.05 3,050.01 - Related Parties 135.75 1,200.00

13,239.58 16,867.53

2.11 Other Non-Current AssetsSecurity Deposits 37.42 37.84

37.42 37.84

2.12 InventoriesProject Work in Progress - Land 11,082.76 11,082.76

11,082.76 11,082.76 2.13 Cash and Bank Balances

Cash and Cash equivalents a) Balances with Banks 35.27 156.74

35.27 156.74 2.14 Short Term Loans and advances

(Unsecured , Considered good )Given to subsidiaries 16,243.13 11,555.88 Interest receivable from - Associate company 2,097.23 2,389.40 - Related parties 2,294.41 790.81 Advance for land purchases 819.82 819.82 Other current assets 297.93 281.84 Less : Provision for doubtful debts (20.00) (20.00) Given to employees - 0.05 Deposits/balance with service tax authorities 61.70 32.93 Advance payment of income tax ( Net of provision ) 818.11 490.48 Advance Tax ` 992.86 Lakhs (Previous Year ` 665.23 Lakhs)Provision for Tax ` 174.75 Lakhs (Previous Year ` 174.75 Lakhs)

22,612.35 16,341.23

( Valued at cost or NRV, whichever is lower )





2.15 Operating RevenueProject Management Consultancy 16.92 3.84

16.92 3.84

2.16 Other IncomeDividend on current investments - 7.52 Interest on Bank deposits - 5.94 Interest on Inter Corporate Deposits 1,941.64 1,236.09 Debenture Interest on Long-term investments - 562.48 Interest Payable No Longer Required -Written Back - 747.73 Other Non Operating Income 0.09 0.01

1,941.73 2,559.77

2.17 Construction/Development ExpensesBalance of Project Work in Progress Brought Forward- Land 11,082.76 11,070.45 Add: Expenditure during the YearProject Expenses Dholera - 33.37 Land - 6.15 Legal, Professional and Consultancy Charges - 6.16

- 45.68 Sub total 11,082.76 11,116.13

Less: Balance of Project Work in Progress Carried Forward - Land (11,082.76) (11,082.76)

- 33.37

2.18 Employee Benefits ExpensesSalaries,Wages,Bonus, & Allowances 261.38 447.58 Contribution to Provident & Superannuation Fund,Gratuity & Leave Encashment 25.78 33.73 Staff Welfare Expenses 2.68 2.70

289.84 484.01

2.19 Finance CostInterest Expense on Term Loans 339.72 343.92 Interest on Inter Corporate Deposits 1,236.48 1,179.21 Other Borrowing Costs 32.86 1.77

1,609.06 1,524.91






2.20 Administrative and Other ExpensesRent 65.45 65.45 Power & Fuel 27.03 26.33 Rates & Taxes 3.35 1.44 Insurance 0.19 0.31 Travelling & Other Incidental Expenses 7.09 13.87 Office Maintenance. 39.69 40.31 Vehicle Running & Maintenance 2.16 5.97 Printing & Stationery 1.51 2.59 Communication Expenses 1.33 2.40 Allocated Revenue / Manpower Expenses 214.26 327.03 Auditors Remuneration - For Statutory Audit 3.00 3.00 For Other Services 4.50 3.05 Out of Pocket Expenses 0.14 0.16 Legal,Professional & Consultancy Charges 22.83 33.22 Director's Sitting Fees 2.90 3.50 Bidding / Tender Expenses - 0.25 Provision for doubtful advances to subsidiaries 1,460.23 - Software Development Expenses - 4.00 Miscellaneous Expenses 5.59 16.69

1,861.24 549.60

2.21

12

( ` in Lakhs)Sr. No As at 31.03.2015 As at 31.03.2014

1 (1,835.59) (82.00) 2 66,193,185 66,193,1853 (2.77) (0.12)

2.23

( ` in Lakhs)Current Year Previous Year

I. Assumptions Gratuity Unfunded Leave Encashment Gratuity Unfunded Leave Encashment

Discount Rate 7.80% 7.80% 9.10% 9.10%Salary Escalation 7.50% 7.50% 7.50% 7.50%Expected Rate of Return on Plan Assets p.a. 0.00% 0.00% 0.00% 0.00%

PBO at the beginning of the period 17.71 21.16 23.31 32.42 Interest Cost 1.61 1.82 1.73 2.35 Service Cost 1.73 1.17 3.23 5.08 Benefits paid - (2.39) (3.99) (6.80)Actuarial (gain) loss on obligations 1.58 (8.75) (6.56) (11.88)PBO at the end of the period 22.63 13.02 17.71 21.16

Present Value of Obligation 22.63 13.02 17.71 21.16 Fair value of plan assets NIL NIL NIL NIL

22.63 13.02 17.71 21.16

Current Service Cost 1.73 1.17 3.23 5.08 Interest Cost 1.61 1.82 1.73 2.35 Expected Return on Plan assets NIL NIL NIL NIL

1.58 (8.75) (6.56)

(11.88)

4.92 (5.76) (1.60)

(4.45)

(0.58) 5.04

1 Defined Contribution Plans

2

Net Profit / (Loss) available for Equity Shareholders

Amount recognized as an expenses and included in Note 2.18 as Contribution/ Provision to and for Provident and other Funds” of Statement of Profit and Loss– ` 8.90 Lakhs (Previous years ` 14.35 Lakhs).

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Liability Recognised in Balance Sheet as on 31-Mar-15

Corporate Guarantee Outstanding ` 9,70,145.00 Lakhs ( Previous Year ` 8,49,430.00 Lakhs)

2.22

Particulars

Earnings Per Share

On account of disputed matter of Income Tax ` 1322.40 Lakhs ( Previous Year ` 1007.53 Lakhs)

Net actuarial (gain) loss recognised in the period

Employee Benefits

IV. Amounts to be recognised in the statement of Profit and Loss ( Net Periodic Cost)

Defined Benefit Plans / Long Term / Short Term Compensated Absences – As per Actuarial Valuation as on 31/03/2015.



Contingent Liabilities not provided for

Expenses Recognised in the statement of Profit and LossV. Experience Adjustments on plan liabilities

CIN No:- U70100MH2005PLC154004

II. Table Showing Change in Benefit Obligation :

III. The Amounts to be recognised in balance Sheet

Weighted Average Nos. of Equity Shares Earnings Per Share (Basic & Diluted) `

The management believes that the ultimate outcome of above disputed matters and other litigations will not have a material adverse effect on the Company's financial position and results of operations.

2.24

A) Names of Related Parties and Nature of Relationship

a) Parent Company and Fellow Subsidiaries b) Subsidiaries :

1 Hindustan Construction Co. Ltd. (HCC Ltd.) 1.Pune Paud Toll Road Company Ltd.2 Panchkutir Developers Ltd. 2.HCC Aviation Ltd.3 Highbar Technologies Ltd. 3.HRL Township Developers Ltd.4 HCC Infrastructure Company Ltd. 4.HRL (Thane) Real Estate Ltd.5 Steiner India Ltd 5.Nashik Township Developers Ltd.6 Western Securities Ltd 6.Maan Township Developers Ltd.

7.Charosa Wineries Ltd. c) Associates 8.Powai Real Estate Developers Ltd.

1 Vikhroli Corporate Park Pvt. Ltd. 9.HCC Realty Ltd.10.Lavasa Corporation Ltd.

d) Other Related Parties:1 Hincon Finance Ltd. e) Subsidiary of subsidiary :

1.Rhapsody Commerical Space Ltd.

B) Key Management PersonnelMr. Shrikant Nanavaty Chief Finance OfficerMr. Devendra Manchekar Chief Executive OfficerMs. Pooja Oak Company SecretaryMr. Narendra Negandhi (Upto 27th June 2014) Chief Finance Officer

C) (` in Lakhs)

Holding Company Subsidiary Company Other Related Parties

10,970.45 (10,970.45)

2,843.99 (1,699.51)

3.64 (3.64)

668.22 (650.00)

40,406.03 (37,476.78)

297.28 (150.00)

116.00 -

1,484.81 (1,431.68)

38.25 (38.21)

2,494.73 (2,659.40) 4,157.69

(4,156.08) 172.05

(171.67) -

(0.01) 13,594.64 (9,971.64)

6.04 -

135.75(1,200.00)

4,160.47 (4,160.47) 1,584.24

(1,584.24) 1,064.25 -

Transaction with Related Parties, Subsidiaries and Other Related Parties

Outstanding balance in Current LiabilityLavasa Corporation Ltd.

Lavasa Corporation Ltd

Panchkutir Developers Ltd

Hincon Finance Ltd

Powai Real Estate Ltd

Nashik Township Developers Ltd

Highbar Technologies Ltd.

Related Party Disclosure

Nature of Transactions

Maan Township Developers Ltd

HRL (Thane) Real Estate Ltd

Outstanding balances in Loans and AdvancesCharosa Wineries Limited

HRL Township Developers Ltd

Western Securities Ltd.

Outstanding balance in Unsecured LoanHindustan Construction Co. Ltd.

Highbar Technologies Ltd.

Hindustan Construction Co. Ltd.

Steiner India Ltd.

Rhapsody Commercial Space Ltd

Pune Paud Toll Road Company Ltd.

HCC Aviation Ltd.

855,748.00 (798,805.00)

9,994.39 (7,844.39)

104,403.00 (42,781.00)

1,724.09 (592.45)

179.89 (105.66)

2,097.23 (2,425.40)

- -

318.86 (35.83)

- (56.87)

71.56 -

429.09 (429.09)

- (81.36)

6.88 -

3.73 (10.73) 65.45

(65.45)

- (8,157.00)

- (8,150.00)

- (810.01)

2,929.25 (4,946.55)

116.00 (-)

1.52 (5,305.00)

- (200.00)

0.18 (0.24) 0.24

(0.30) -

(1,063.01) 165.00

- -

(500.00) -

(1,255.00) 1,000.00

(1,200.00) (1,064.25)

(-)

Corporate Guarantee given & outstanding

Outstanding Interest ReceivableLavasa Corporation Ltd


Charosa Wineries Limited


Highbar Technologies Limited

Hincon Finance Ltd

Vikhroli Corporate Park P. Ltd

HCC Infrastructure Company Ltd



Western Securities Ltd

Expenditure on Rent and Other Services

Rhapsody Commercial Space Ltd

Outstanding Interest PayableHCC Infrastructure Company Ltd

Investment in Debentures Transfered Hindustan Construction Co. Ltd.

Highbar Technoogies Ltd.

Vikhroli Corporate Park Pvt. Ltd


Loan assigned Transfered Hindustan Construction Co. Ltd.

Loans and advances given / repaid

Inter Corporate Deposit Received back during the periodCharosa Wineries Limited

Inter Corporate Deposit Taken during the periodHindustan Construction Co. Ltd.

Western Securities Limited



HCC Realty Ltd

Powai Real Estate Developers Ltd

HCC Infrastructure Company Ltd.

Hincon Finance Limited

Lavasa corporation Limited



54.64 (292.99)

0.05 (0.87) 0.33

(0.72) 1.61

(9.43) 0.38

(31.54) 0.18 -

0.24 -

3,623.00 (4,995.65)

- (1,200.00)

6.04 (526.48)

- (105.00)

- (6,100.00) 1,064.25

(-)

0.92 (3.84)

16.00 -

214.26 (327.03)

1,116.81 (814.85)

- (283.00) 112.03 (81.37)

Western Securities Ltd 7.65 -

28.32 -

1,465.16 (1,185.09)

82.49 (105.66)

- (562.48)

7.41 -

- (12.85) 314.48 (38.15) 79.51

-

Hindustan Construction Co. Ltd. 6,619.32 (6,619.32)

D)Companies In favour of Numbers of Shares To availed Loan toCharosa Wineries Ltd Yes Bank Ltd. 21,00,000 Charosa Wineries Ltd

ICICI Bank Ltd. 30,000 Highbar Technologies Ltd.





Inter Corporate Deposit Given during the periodCharosa Wineries Limited

HRL Township Developers Ltd



Hincon Finance Ltd

HCC Realty Ltd

Powai Real Estate Developers Ltd

Rhapsody Commercial Space Ltd.

Project Management & Consultancy Charges ReceivedCharosa Wineries Limited



Allocable expenses

Western Securities Limited


Interest expense on Inter Corporate Deposit received




Hincon Finance Ltd



Interest income on Inter Corporate Deposit given

Note: Figures in brackets pertains to previous year


Rhapsody Commerical Space Ltd.

Share Capital Outstanding at Face Value

Investments in shares of companies pledged in favour of banks :




E)` in Lakhs

31st March, 2015 31st March, 2014

57.73 68.4121.24 57.0711.71 14.3090.68 139.78

2.25

2.26 A)

B)

C) i

ii

2.27

S.No 31st March, 2015 31st March, 2014 ` In Lakhss ` In Lakhs

(i)Nil Nil

(ii) Nil Nil

(iii) Nil Nil(iv) Nil Nil(v) Nil Nil

(vi) Nil Nil

(vii)Nil Nil

Details of transactions relating to persons referred to in item (B) above :

Mr. Narendra Negandhi (Upto 27th June, 2014)Ms. Pooja Oak (Upto 31st December 2014)

Disclosure required by Micro, Small and Medium Enterprises (Development) Act, 2006.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

Principal amount remaining unpaid to any supplier as at the end of each accounting year. Interest due on (i) above remaining unpaid Amounts paid beyond the appointed day during the accounting year

Interest paid on (iii) above Interest due and payable on (iii) above

Interest remaining unpaid of the previous years for the purpose of disallowance under the Income Tax Act, 1961

Particulars


Mr. Devendra Manchekar

The estimated amount of contracts remaining to be executed on capital account and not provided for is ` NIL (Previous year ` NIL).

Considering the Long term business outlook and future growth plans, Management is of the opinion that losses in these subsidary companies are temporary in nature and going concern of the business is not adversely affected. In view of the above, no diminution in the value of Investment is required and advances given are fully recoverable.

Company holds 100% equity shares in Pune Paud Toll Road Company Limited (PPTRCL),Net worth of the PPTRCL is negative as on 31st March, 2015 as the accumulated losses of the company at ` 4522.33 Lakhs ( Previous Year ` 4539.55 Lakhs) has exceeded the paid up share capital of the company amounting to ` 605.00 Lakhs, by ` 3916.33 Lakhs ( Previous Year ` 3515.78 Lakhs). As per the terms of the contract, the period to operate the project has expired on 12th Feb-2014, and the project since stands transferred to the Public Works Department (PWD) of Government of Maharashtra. Company has preferred a claim for compensation aggregating to ` 14,048.33 (including interest)- on account of delay in granting permission to collect the toll and change in location of Toll Plaza which resulted in drastic reduction in revenue collection. It has also demanded refund of cost of land acquisition of Bhugaon bypass. Towards this end, Company has filied a petition in the Bombay High Court under section 11 of The Arbitration and Conciliation Act, 1996. Consequently the bombay high court has appointed the arbitrator on behalf of PWD on 8th August 2014 and Indian Road Congress(IRC) appointed the third arbitrator on 6th january 2015.First meeting of Arbitral Tribunal was conducted on 09.02.2015. Subsequently, the Company has filed Statement of Claim to the Arbitral Tribunal on 27.03.2015 for total amount of claim of ` 14,048.33 including interest and other related claims.The management believes that the ultimate outcome of this proceeding will be in company’s favor and will not have a material adverse effect on the company's financial position and results of operations. As a result the entity is considered a going concern despite negative networth.

Total

Company has invested in Various Subsidaries Namely Maan Township Developers Ltd, Charosa Wineries Ltd,HRL (Thane) Real Estate Ltd by way of equity contribution ` 1320.00 Lakhs (Previous Year ` 1320.00 Lakhs) and Advances ` 8137.31 Lakhs (Previous Year ` 8247.16 Lakhs) and Networth of those subsidaries is negative as on 31st March, 2015.Company has also invested in equity/preference shares of Lavasa Corporation Ltd to the extent of ` 51514.50 Lakhs( Previous Year ` 51515.53 Lakhs) & have given advances of ` 13594.64 Lakhs ( Previous Year ` 9971.64 Lakhs), Company also has current liability to the extent of ` 10970.45 Lakhs ( Previous Year ` 10970.45 Lakhs). Hence, the net investment in Lavasa Corporation Ltd is ` 54138.69 Lakhs ( Previous Year ` 50516.73 Lakhs ). Company’s share of networth in Lavasa Corporation Limited on a consolidated basis has gone down below the investments made by HREL.

Remuneration Paid

As per requirement of Section of 22 of Micro, Small & Medium Enterprises Disclosure required by Micro, Small and Medium Enterprises (Development) Act, 2006.

As per requirement of Section of 22 of Micro, Small & Medium Enterprises Development Act, 2006 following information is disclosed:

Interest accrued and remaining unpaid at the end of the accounting year

Company holds 100% equity shares in Nashik Township Developers Ltd and HRL Township Developers Ltd. The accumulated loss of Nashik and HRL Township has exceeded its Equity as on 31st December by ` 172.37 Lakhs ( previous Year ` 171.46 Lakhs ) and ` 38.43 Lakhs (Previous Year ` 37.94 Lakhs ) respectively. Due to Stagnancy in the business of the Company it has provided for its investment in Nashik and HRL Township which is ` 10.00 Lakhs and ` 10.00 Lakhs respectively.

Company holds 100% equity shares in HCC Aviation Limited (HAL). The accumulated loss of HAL has exceeded its Net Worth as on 31st March, 2015 by ` 1240.12 Lakhs ( Previous Year ` 1234.52 Lakhs ) In respect of HAL, On consideration of the long term business outlook and future growth plans, the Management is of the view that this erosion in the net worth of HAL is temporary in nature and going concern nature of the business is not adversely affected.

2.28 ` in Lakhs


72.00 72.00 288.00 288.00

2.29

2.30

2.31

As per our review report of even date For and on behalf of Board of Directors




Previous year figures have been regrouped / re-classified wherever necessary.

Operating Lease

The future minimum lease payments in respect of commercial premises is as under:

During the Year ended 31st March, 2015, the Management based on internal evaluation reassessed the useful life of existing assets consisting of Office Equipments and accordingly the Company has recognized an additional depreciation charge of ` 3.93 Lakhs.

Other additional information pursuant to the provisions of paragraph 5 of Schedule III to the Companies Act, 2013 is either nil or not applicable.

Payable not later than One YearPayable more than One year but not later than five years

Independent Auditor’s Report

To the Board of Directors of HCC Real Estate Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of HCC Real EstateLimited (‘the Company’), and its subsidiaries (the Company and its subsidiaries constitute ‘theGroup’) which comprise the Consolidated Balance Sheet as at March 31, 2015, the ConsolidatedStatement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, anda summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of theCompanies Act, 2013 (‘the Act’) with respect to the preparation of these consolidated financialstatements that give a true and fair view of the financial position, financial performance and cashflows of the Company in accordance with the accounting principles generally accepted in India,including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the consolidated financialstatements that give a true and fair view and are free from material misstatement, whether due tofraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based onour audit.

We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act andthe Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section143 (10) of the Act. Those Standards require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether the consolidated financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the consolidated financial statements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement of theconsolidated financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company’spreparation of the consolidated financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls. Anaudit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as well asevaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our qualified audit opinion on the consolidated financial statements.

Basis for Qualified Opinion

In respect of the matters relating to Order of the Ministry of Environment and Forests accordingenvironment clearance (EC) which are subject to compliance of terms and conditions vide Orderdated November 09, 2011, the liability if any, in respect of conditions set therein, isunascertainable. Refer note 2.38 of the consolidated financial statements.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us,except for the possible effects of the matter described in the Basis for Qualified Opinionparagraph, the consolidated financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:

(i) in the case of the consolidated Balance Sheet, of the state of affairs of the Company as atMarch 31, 2015;

(ii) in the case of the consolidated Statement of Profit and Loss, of the loss for the year ended onthat date; and

(iii) in the case of the consolidated Cash Flow Statement, of the cash flows for the year endedon that date.

Emphasis of Matter

We draw attention to the following:

(i) Note 2.31 to the consolidated financial statements - Goodwill arising on consolidation inrespect of Lavasa Corporation Limited, Pune Paud Toll Road Company Limited and HCCAviation Limited of `_9662.58 lakhs, ` 3440.12 lakhs and ` 1198.53 lakhs respectively;which in the opinion of the management does not require impairment.

(ii) Note 2.42 to the consolidated financial statements in respect of Pune Paud Toll RoadCompany Limited (‘PPTRCL’) where PPTRCL has preferred a claim before ArbitralTribunal for compensation against Public Work Department Government of Maharashtraaggregating to `1,4048.33 lakhs (including interest) after handing over of the project onexpiry of the concession period.

(iii) Note 2.43 to the financial statements. The Group has accumulated losses and its net worthhas been fully eroded. The Group has incurred a net loss during the current and previousyear and, the Group’s liabilities and minority interests in its subsidiaries exceeded its totalassets as at the balance sheet date. These conditions indicate the existence of a materialuncertainty that may cast significant doubt about the Company’s ability to continue as agoing concern. However, the financial statements of the Company have been prepared on agoing concern basis for the reasons stated in the said note.

Our opinion is not qualified in respect of these matters.

Other Matters

The consolidated financial statements include a provision for estimated share of loss of twoassociates of ` 40.94 lakhs, as the financial statements for the year ended March 31, 2015 ofthese associates are unavailable. We are informed by Management that the consequential impactof the same is not expected to be material.

For K. S. Aiyar & Co.Chartered AccountantsICAI Firm Registration No. 100186W

Raghuvir M. AiyarPlace: Mumbai PartnerDate: April 27, 2015 Membership No: 38128

As at As at 31.03.2015 31.03.2014

Notes ` in Lakhss ` in LakhsEQUITY AND LIABILITIESShareholders’ fundsShare Capital 2.1 6,619.32 6,619.32 Reserves and Surplus 2.2 (22,891.32) (8,457.27)

(16,272.00) (1,837.95)

Minority Interest 4,661.24 3,935.25 Non-Current LiabilitiesLong-Term Borrowings 2.3 327,351.42 287,927.68 Deferred Tax Liabilities (Net) 2.4 1,938.53 4,214.68 Other Long term Liabilities 2.5 1,637.50 1,153.04 Long Term Provisions 2.6 343.58 311.53

331,271.03 293,606.94 C t Li biliti


Consolidated Balance Sheet as at 31st March, 2015CIN No:- U70100MH2005PLC154004

Current LiabilitiesTrade Payables 2.7 41,767.01 30,315.22 Other Current Liabilities 2.8 131,246.97 122,979.66 Short-Term Provisions 2.9 210.67 180.15

173,224.65 153,475.03

TOTAL 492,884.93 449,179.27 ASSETSNon-Current AssetsFixed Assets 2.10

(i) Tangible Assets 109,500.19 89,587.39 (ii) Intangible Assets 201.47 254.27 (ii) Goodwill on Consolidation 14,301.23 9,867.70 (iii) Capital Work-In-Progress 153,779.80 150,650.31

277,782.68 250,359.68 Non-Current Investments 2.11 2,499.71 2,201.44 Long-Term Loans and Advances 2.12 3,512.11 5,559.07 Other Non-Current Assets 2.13 516.81 292.59

6,528.63 8,053.09 Current assetsCurrent investments 2.14 171.75 314.81 I i 2 1 1 928 6 132 28 39Inventories 2.15 155,928.76 132,287.39 Trade Receivables 2.16 7,761.97 11,229.86 Cash and Bank Balances 2.17 1,267.58 6,164.94 Short-Term Loans and Advances 2.18 42,909.65 40,769.51 Other Current Assets 2.19 533.91 -

208,573.62 190,766.51 TOTAL 492,884.93 449,179.27

Significant accounting policies & notes to financial statements 1 & 2The accompanying notes are integral part of the financial statements

As per our report of even date attached For and on behalf of Board of Directors

For K S Aiyar & Co Ajit GulabchandChartered Accountants ChairmanICAI Firm Registration No. 100186W Devendra Manchekar DIN No:- 00010827

Chief Executive Officer

Raghuvir M Aiyar Subhash Dandekar Shalaka Gulabchand DhawanPartner Shrikant Nanavaty Director DirectorMembership No. 38128 Chief Finance Officer DIN No:- 00167875 DIN No:- 00011094

Pooja Oak Rajas R. Doshi Arjun DhawanPlace: Mumbai Company Secretary Director DirectorDate : 27th April, 2015 DIN No:- 00050594 DIN No:- 01778379

For the Year Ended

For the Year Ended

31.03.2015 31.03.2014Notes ` in Lakhss ` in Lakhs

INCOMEOperating Income 2.20 31,014.16 17,201.76 Other income 2.21 1,484.04 2,726.09 Total income 32,498.20 19,927.85

EXPENSESLand and Construction Expenses 2.22 22,353.85 19,973.11 (Increase)/Decrease in Stock in Trade and Work In Progress (37,934.90) (32,697.21) Employee Benefits Expense 2.23 5,491.07 5,914.93 Office and Site Establishment Expenses 2.24 13,676.70 12,818.42 Finance Costs 2.25 39,835.63 29,613.04 Depreciation and Amortization Expense 9 420 22 6 136 14

Consolidated Statement of Profit and Loss For The Year Ended 31st March, 2015


Depreciation and Amortization Expense 9,420.22 6,136.14 Total Expenses 52,842.58 41,758.44

Profit/(loss) Before Tax (20,344.38) (21,830.59)

Tax expense:(1) Current Tax Income Tax 45.93 19.32 MAT Credit Entitlment - - (2) Deferred Tax (2,276.11) 3.47

(18,114.19) (21,853.39)

Less : Minority Interest adjustments (4,807.53) (7,228.98) Add : Propotionate Share of Profit/(Loss) in associates (28.43) (150.25) Add : Profit/ (Loss) on Sale of Stake in Associate - 517.59 Add : Loss on Share in Associate Written Back - 80.00 Profit /(Loss) after tax for the year (13,335.10) (14,177.06)

Earnings per equity share (Face Value ` 10/-) 2.26(Previous Year ` 10/-)

Profit/(Loss) after tax but before Minority Interest and share in Profit /(Loss) of Associates

(Previous Year ` 10/-)(1) Basic in Rupees (20.15) (21.42) (2) Diluted in Rupees (20.15) (21.42)

Significant accounting policies & notes to financial statements 1 & 2The accompanying notes are integral part of the financial statementsAs per our report of even date attached For and on behalf of Board of Directors

For K S Aiyar & Co Ajit GulabchandChartered Accountants ChairmanICAI Firm Registration No 100186W Devendra Manchekar DIN No:- 00010827


Raghuvir M Aiyar Subhash Dandekar Shalaka Gulabchand DhawanPartner Shrikant Nanavaty Director DirectorMembership No 38128 Chief Finance Officer DIN No:- 00167875 DIN No:- 00011094Membership No. 38128 Chief Finance Officer DIN No: 00167875 DIN No: 00011094


For The Year Ended

For The Year Ended

31.03.2015 31.03.2014` in Lakhss ` in Lakhs

A. Cash Flow From Operating ActivitiesNet Profit / (Loss) before tax and extraordinary items (20,344.38) (21,830.59) Adjustments for :Depreciation 9,420.22 6,136.14 (Profit) / Loss on Sale/Disposal of Assets - 44.39 Loss on Share in Associate Written Back - 80.00 Provision For Taxation - (22.79) Foreign Exchange (Gain) / Loss (0.27) (2.91) Provision for Doubtful Advances 2,038.85 - Interest Expenses 39,835.63 30,686.65 (Profit) / Loss on Sale of investment (13.57) - Interest Received (846.95) (1,153.72) Dividend Income (4.38) (67.61)

Operating Profit / (Loss) before working capital changes 30,085.17 13,869.56 Adjustments For :(Increase) / Decrease in Loans & Advances and Other receivable 301.60 (4,884.36) (Increase) / Decrease in Debtors 3,467.89 (2,397.33) (Increase) / Decrease in Inventories (23,641.36) (28,574.18) Increase / (Decrease) in provisions (1,976.28) (205.07) Increase / (Decrease) in other long term liability 484.46 (36.45) Increase / (Decrease) in Trade payables 14,915.76 47,270.33

(6,447.93) 11,172.93 Direct Taxes Paid (664.94) (715.87) Net Cash Flow From Operating Activities 22,972.30 24,326.62

B. Cash Flow From Investing ActivitiesPurchase of fixed assets (32,422.39) (32,076.27) Proceeds from sale of fixed assets 12.84 0.24 (Purchase)/ Sale of Investments (170.07) 7,650.35 (Increase) / Decrease in Minority Interest (23.96) 219.44 Dividend Income 4.38 67.61 Interest Received 846.95 1,153.72

(31,752.27) (22,984.91)

Net Cash Used In Investing Activities (31,752.27) (22,984.91)

C. Cash Flow From Financing Activities

Miscelleneous expenses paid (533.91) - Capital Subsidy from Government 25.00 - Interest paid (32,232.08) (30,686.65) Proceeds / (Repayment) of long term borrowings 36,623.61 30,627.90 Proceeds / (Repayment) of short term borrowings - (4,292.68)

Net Cash Used In Financing Activities 3,882.61 (4,351.44)

Net Increase / (Decrease) In Cash And Cash Equivalents (A+B+C) (4,897.36) (3,009.73)

Cash And Cash Equivalents Opening Balance 6,164.94 9,174.66 Cash And Cash Equivalents Closing Balance 1,267.58 6,164.94




Raghuvir M Aiyar Subhash Dandekar Shalaka Gulabchand DhawanPartner Shrikant Nanavaty Director DirectorMembership No. 38128 Chief Finance Officer DIN No:- 00167875 DIN No:- 00011094



Consolidated Cash Flow Statement For The Year Ended 31st March, 2015

A) Criterion For Preparation Of Consolidated Financial Statement1

i) Consolidating its accounts with financial statements of its subsidiaries

2

B) SIGNIFICANT ACCOUNTING POLICIES:

1 Basis Of Accounting and the use of Estimates:

2

3 Depreciation on fixed assets is provided: Depreciation on fixed assets is provided:

Building : 10-60 yearsPlant & Machinery : 10-20 yearsComputers : 6 yearsOffice Equipments : 5-20 yearsFurniture & Fixtures : 15 yearsMotor Vehicles (including tractors & trailers) : 4 to 10 yearsFor the above classes of assets, based on internal assessment, Management believes that the useful life as given above represents the period over which it expects to use these assets. Hence the useful lives of these assets are different from the useful lives as prescribed under Part C of Schedule II of Companies Act, 2013.

i) Depreciation on tangible assets is provided on reducing balance method over the estimated useful lives of the assets on pro-rata basis. The estimated useful lives are as below,

Note No. 1 : Significant Accounting Policies Forming Part Of The Consolidated Accounts As On 31st March, 2015

HCC Real Estate Limited (HREL) has prepared the consolidated financial statement to provide the financial information of its activities alongwith the subsidiaries and associates as a single entity. They are collectively referred as "Group" herein. Where separate disclosures ofinterests in subsidiary and associate companies are required to be made, the HREL reference excludes the amount pertaining to thesubsidiaries and associates. The Consolidated financial statements are prepared by

ii) Applying the equity method of accounting for its investee companies in which it holds between 20 and 50 percent of the equity share capital.

Method of ConsolidationThe consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting StandardsAS21 "Consolidated Financial Statements" and AS 23 "Accounting for Investments in Associates in Consolidated Financial Statements"notified pursuant to the companies ( Accounting Standards) Rules, 2006 (as amended). The consolidated financial statements comprises offinancial statements of its subsidiaries namely Lavasa Corporation Limited., HRL (Thane) Real Estate Limited, HRL Township DevelopersLimited., Nashik Township Developers Limited, Maan Township Developers Limited, Charosa Wineries Limited, Powai Real EstateDevelopers Limited., HCC Realty Limited, Pune Paud Toll Road Company Limited, HCC Aviation Limited, Lavasa Hotel Limited (LHL), ApolloLavasa Health Corporation Limited (ALHCL), Lakeshore Watersports Company Limited (LWCL), Dasve Convention Center Limited (DCCL),Dasve Business Hotel Limited (DBHL), Lakeview Clubs Limited (LVCL), Dasve Hospitality Institutes Limited (DHIL), Dasve Retail Limited(DRL), Full Spectrum Adventure Limited (FSAL), Spotless Laundry Services Limited (SLSL), Lavasa Bamboocrafts Limited (LBCL), GreenHills Residences Limited (GHRL), My City Technology Limited (MCTL), Reasonable Housing Limited (RHL), Future City Multiservices SEZLimited (FCMSL), Rhapsody Commercial Space Limited (RCSL), Valley View Entertainment Limited (VVEL), Sirrah Palace Hotels Limited(SPHL), Whistling Thrush Facilities Services Limited (WTFSL), Warasgaon Tourism Limited (WTL), Warasgaon Power Supply Limited(WPSL), Sahyadri City Management Limited (SCML), Our Home Service Apartments Limited (OHSAL), Hill City Service Apartments Limited(HCSAL), Warasgaon Infrastructure Providers Limited (WIPL), Kart Racers Limited (KRL), Nature Lovers Retail Limited (NLRL), MugaonLuxury Hotels Limited (MLHL), Osprey Hospitality Limited (OHL), Starlit Resort Limited (SRL), Rosebay Hotels Limited (RBHL), WarasgaonValley Hotels Limited (WVHL), Warasgaon Assets Maintenance Limited (WAML), Hill View Parking Services Limited (HVPSL),VerzonHospitality Limited (VHL) and its associated companies namely Knowledge Vistas Limited (KVL), Bona Sera Hotels Limited (BSHL),Warasgaon Lake View Hotels Limited (WLVHL) , Andromeda Hotels Limited (AHL) and Ecomotel Hotel Limited (EHL).The year end balances and common transactions with the subsidiaries are eliminated in full.

The Company maintains its accounts on accrual basis following historical cost convention to comply in all material respects with the Accounting Standards notified under section 133 of Companies Act, 2013 read together with paragraph 7 of the Companies (Accounts) Rules, 2014. Management makes estimates and technical and other assumptions regarding the amounts of income and expenses, assets and liabilities, and disclosure of contingencies, in accordance with Generally Accepted Accounting Principles in India in the preparation of the financial statements. Difference between the actual results and estimates are recognized in the period in which determined.

Fixed Assets- Tangible and Intangible AssetsFixed Assets are stated at cost of acquisition or construction including attributable overheads, interest and financial costs till such assets are ready for its intended use, less accumulated depreciation & impairment losses if any.Costs relating to trademark and design have been treated as intangible assets which also comprise license fees, other implementation costs for software and application software acquired for in-house use.

Cost of purchase of land in case of Lavasa Corporation Limited to the extent of one percent is accounted as fixed assets and remaining is accounted as stock in trade.

iii)In respect of trademark and design costs are amortized equally over a period of ten years.

4

5 Investments

6 Inventories of Land and Floor Space Index (FSI)

ii) Project Work-in-Progress is valued at the contract rates in accordance with Accounting Standards on construction contracts.

7 Foreign Currency Transactions

8 Revenue Recognition

ii) Project Construction Work

iii) Project Management Consultancy Fees

iv) Sales comprise of revenue from room, allied services relating to hotel operation. Revenue is recognized upon rendering of services.

In Case of Charosa Wineries Limited Sales are recognised on despatch of goods to customers and are recorded net of trade discounts, sales tax/value added tax.

The Company follows the percentage completion method, on the basis of physical measurement of work actually completed at the balance sheet date, taking into account the contractual price and revision thereto by estimating total revenue and total cost to the completion of the contract and the profit so determined accounted for proportionate to the percentage of the actual work done. Foreseeable losses are accounted for as and when they are determined. Revenue from sales of constructed units other than under long term construction contracts are recognized on execution of transfer agreements.

Revenue from Project Management Consultancy Fees is recognized on accrual basis, as per the agreements.

ii) Sale of Products

Government Grants & Subsidies

In case of Charosa wineries limited ,Grants and subsidies from the government are recognized when there is reasonable assurance that the grant/subsidy will be received and all attaching conditions will be complied with.

Capital subsidy received from the government is credited to capital reserve and treated as part of the shareholders’ funds.

Investments are classified as Long - Term and current investments. Long-Term investments are shown at cost or written down value (in case of diminution which is other than temporary diminution) and current investments are shown at cost or fair value whichever is lower.

i) In case of Lavasa Corporation Limited, i) Cost of land accounted in Stock in trade is treated as (a) Cost of FSI - 95%, (b) Land, stock-in-trade – 5%, both being distinct items of inventory. Cost of Land and FSI are on a weighted average basis along with related purchase /acquisition price plus all direct and indirect expenditure incurred in connection with the purchase of land. Borrowing costs and Overheadexpenditure on sectoral / nodal / city level infrastructure, in respect of FSI under development are treated as an element of cost in view ofsubstantial period of time for development. Land and FSI are valued at lower of Cost or Net Realizable Value. Land or FSI utilized for ownconstruction is transferred to Fixed Assets at cost.

iii) In case of Lavasa Corporation Limited, where construction of any unit is undertaken for which there are no sales, such inventory is valued at lower of cost or net realizable value(NRV) and is not considered under Long-term Construction for accounting purposes.iv) The Stock of Stores, Food and Beverages, groceries and provisions, other guest amenities, information technology material, finished products including traded goods and semi finished goods are stated at lower of cost or net realizable value. The inventories of Raw materials, Laboratory materials, other consumables and housekeeping items, medicines, medicare items are stated at cost. v) In Case of Charosa Wineries Limited borrowing cost attributable to production of inventory are capitalized as part of such inventory till the time the inventory is ready for its intended use or sale.

Foreign currency transactions during the year are accounted at the prevailing rate on the date of transaction. Current assets and current liabilities are translated at the exchange rate prevailing on the last day of the year. Gains or losses arising out of remittance/ translations at the year end are credited/ debited to the Statement of Profit and Loss for the year.

i) Sale of Land and FSI

In case of Lavasa Corporation Limited ,Revenues are recognized in the year in which the agreement to lease is executed. Income from land sales (including on a long term lease basis) is recognized on the transfer of all significant risks and rewards of ownership to the buyers and a reasonable expectation of collection of the sale consideration from the buyers exists. Exchange of parcels of land against other parcels of landis not treated as sale but is adjusted in the land account.

vi) In case charosa Wineries Limited ,In respect of Biological assets on straight line basis over the estimated useful life of 20 years on pro-rata basis for the period..

ii) In respect of intangible assets being computer software relating to Geographical Information System and Enterprise Resource System is amortized over the estimated useful life of ten years under straight line method on pro-rata basis.

iv) In respect of computers depreciation is provided on straight line basis over a period of three to five years on pro-rata basis.v) The Intangible Assets are amortized on a straight-line method over the useful life estimated in accordance with the Concession Agreement.

vi) In respect of Oak Barrels in case of Charosa Wineries Limited on straight line basis over a period of 4 years on pro-rata basis.

9

10 Employee Benefits

ii) Defined Benefit Plan & other long term benefits

11 Taxes on Income

12 Impairment

13 Contingencies / Provisions

14 Leases

15 Earnings Per Share

16 Segmental Reporting:

17 Miscellaneous ExpenditureIn Case of Lavasa Corporation Limited ,Miscellaneous expenditure includes expenses related to ensuing initial public offer (IPO) and shall be written off against share premium account as and when received.

The tax expense comprises of current tax & deferred tax charged or credited to the Statement of Profit and Loss for the year. Current tax is calculated in accordance with the tax laws applicable to the current financial year. The deferred tax charge or credit is recognized using the taxrates and tax laws that have been enacted by the balance sheet date. Where there are unabsorbed depreciation or carry forward losses, deferred tax assets are recognized only if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognized only to the extent there is reasonable certainty of realisation in future. At each balance sheet date, recognized and unrecognised deferred tax assets are reviewed.

The Company makes assessment of any indicator that may lead to impairment of the Assets on an annual basis. An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value, which is higher of net selling price and the value in use. Impairment loss, if any, is charged to Statement of Profit and Loss in the year in which it is identified as impaired.

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent assets are neither recognized nor disclosed in the financial statement.

Assets acquired under lease where the significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases and lease rentals are charged to the Statement of Profit and Loss on accrual basis.

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to the equity shareholders (after deducting preference dividends and attributable taxes, if any) by the weighted average number of shares outstanding during the year. For the purpose of calculating diluted earning per share, net profit or loss for the year attributable to equity shareholders and weighted number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

The Company is engaged in three segment namely 'Comprehensive Urban Development and Management' , "Real Estate Development" and "others " which as per Accounting Standards 17 on “Segment reporting”. The Company is primarily operating in India which is considered to be as a single geographical segment.

Company’s liabilities towards gratuity and leave encashment are determined using the projected unit credit method which considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation. Actuarial gain and losses are recognized immediately in the statement of profit and loss as income or expenses. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to market yields at the Balance Sheet date on Government bonds where the currency and terms of the Government bonds are consistent with the currency and estimated terms of the defined benefit obligation.

v) The revenue from sale of goods is recognized on delivery of the materials to the customers in accordance with the terms of the contract. Revenue from installation and other services is recognized as and when the service is rendered.

vi) Income from tuition/training activities is recognized over the course period.

vii) Rent is recognized on time proportionate basis.

Borrowing Costs

Borrowing costs (less any income on the temporary investments of those borrowings) that are directly attributable to qualifying assets / project work-in-progress/FSI are charged over such qualifying assets/ project work in progress/FSI. Borrowing costs relating to Fixed Assets, Investments and loans to subsidiaries pertaining to social infrastructure and amenities is capitalised to FSI - Inventory. These are charged to the Statement of Profit and Loss in the ratio of FSI (area) sold to Total FSI (area).Other borrowing costs are charged to Statement of Profit and Loss.

i) Defined Contribution PlansCompany’s contributions paid/payable during the year to Provident Fund, Officer’s Superannuation Fund and Labour Welfare Fund are recognized in the Statement of Profit and Loss.

viii) Fee Collection from users of facility are accounted for as and when the amount is due and recovery is certain.

Note No. 2: Notes Forming Part Of The Financial Statements As On 31st March, 2015 As at As at

31.03.2015 31.03.2014` in Lakhss ` in Lakhs

2.1 Share Capital

a) Authorised Capital

70,000,000 Equity Shares of ` 10/- each 7,000.00 7,000.00 (Previous Year 70,000,000 Equity Shares of ` 10/- each)

7,000.00 7,000.00

b) Issued , Subscribed & Paid-Up Equity Share Capital

66,193,185 Equity Shares ` 10 each fully Paid up(Previous year 66,193,185 Equity Shares of ` 10/- each)


( y q y )Balance as per last Account 6,619.32 6,619.32 Add: Additions during the year - -

6,619.32 6,619.32

2.2 Reserves and Surplus

(a) Securities Premium Account Opening Balance 45,102.62 45,102.62 Additions During the year - -

45,102.62 45,102.62 (b) Capital Redemption Reserve

Opening Balance 2,161.14 2,161.14 Add : Addition During The Period - -

2,161.14 2,161.14 (c) Debenture Redemption Reserve

Opening Balance 3,046.42 3,046.42 Add: Additions during the year - -

3,046.42 3,046.42 (d) Capital Reserve on Consolidation(d) Capital Reserve on Consolidation

Opening Balance 848.85 848.85 Add: Additions during the year - -

848.85 848.85 (e) Capital Subsidy from Government

Opening Balance As per last Balance Sheet - Add : Additions During the year 25.00

25.00 - (f) Surplus/(Deficit) in the Statement of Profit and Loss

Balance brought forward from last year (59,616.29) (45,439.23) Less:- Opening Minority Interest Adjustment (1,123.95) - Add: Balance carried forward from Statement of Profit and Loss (13,335.10) (14,177.06) Amount available for appropriation (74,075.34) (59,616.29) Less : Appropriationsa) Proposed Dividend on Preference Shares - - b) Tax on Proposed Dividend - - c) Debenture Redemption Reserve - -

(74,075.34) (59,616.29) Net surplus/(deficit) (74,075.34) (59,616.29)

(22 891 32) (8 457 27)B l i d f d (22,891.32) (8,457.27)Balance carried forward

As at As at31.03.2015 31.03.2014

2.3 Long-Term Borrowings - Secured ` in Lakhss ` in Lakhs(a) Deep Discount Convertible Debentures

- 8,431.43 Less : Unexpired Discount - 249.87

- 8,181.56

- - 8181.56

-

- 7,084.04 364 09

NIL (Previous Year 1) 6% Secured Deep Discount Convertible Debenture having face value of NIL (Previous year ` 70,84,03,784) Secured By Charge Created by English Mortgage Deed on Land of Lavasa Project admeasuring 1 Acre. (Note 2.3 (l)(A)(i))

L U i d Di t

NIL (Previous Year 1) 6% Secured Deep Discount Convertible Debenture having face value of NIL (Previous year ` 84,31,43,095 ) Secured By Charge Created by English Mortgage Deed on Land of Lavasa Project admeasuring 1 Acre.(Note 2.3 (l)(A)(iii))

Less: Classified as other current liability due to maturity within next 12 months (Note No 2.8 (a))

- 364.09 - 6,719.95

- - 6,719.95 -

- 7,493.73 Less : Unexpired Discount - 173.44

- 7,320.29

- - 7,320.29 -

(b) 0% Fully Convertible Debenture- Unsecured

1,200.00 1,200.00

1 200 001,200.00

1 (One) (Previous year 1) 0% Fully Convertible Debenture having face value of ` 12,00,00,000 (Previous year ` 12,00,00,000).(Note 2.3 (l)(C))

NIL (Previous Year 1) 6% Secured Deep Discount Convertible Debenture having face value of NIL (Previous year ` 74,93,72,799) Secured By Charge Created by English Mortgage Deed on Land of Lavasa Project admeasuring 1 Acre.(Note 2.3 (l)(A)(ii))


Less : Unexpired Discount


Less: Classified as other current liability due to maturity within next 12 months (Note No 2.8 (a)) 1,200.00 -

(c) Non Convertible Debentures - Secured

9,945.00 10,200.00

2,805.00 7,140.00 765.00 9435.00

1,500.00 1500.00

150 (One Hundred Fifty) (Previous Year 150) 14 % Non Convertible Debentures having total face value of ` 15,00,00,000 (Previous year ` 15,00,00,000) Secured By Charge Created by English Mortgage Deed on Land of the company admeasuring 12 Hectare (Previous Year 12 Hectare)situated at Village Bhoini, Taluka Mulshi. ((Note 2.3 (I) (b) (iii))

1020 (One Thousand and Twenty) (Previous Year 1020) 13.9051 % Non Convertible Debentures having total face value of ` 102,00,00,000 (Previous year ` 102,00,00,000) Secured by pari passu Charge created by English Mortgage Deed on Land of Lavasa Project admeasuring 6,860.97 Acres( Previous year 6,860.97 Acres) and premises, buildings constructed or to be constructed thereon. All present & future moveable assets. ((Note 2.3 (I) (b) (iv))Less: Classified as other current liability due to maturity within next 12 months (Note No 2.8 (a))

(Note No 2.8 (a))

1 (One) (Previous Year 1) 10.75% Non Convertible Debenture having face

10,000.00 10,000.00

10,000.00 - Less: Classified as other current liability due to maturity within next 12 months (Note No 2.8 (a))

( ) ( ) gvalue of ` 1,00,00,00,000 (Previous year ` 1,00,00,00,000) Secured By Charge Created by English Mortgage Deed on Land situated at village Dhamanhol Taluka Mulshi admeasuring 1 Acre.(Note 2.3 (l)(B)(i))

25,000.00 25,000.00

25,000.00 - 25,000.00 -

(d) Term loans - SecuredFrom banks

82,963.76 107,146.13 From banks

9,037.67 - From banks

Secured By Charge Created by English Mortgage Deed on Land of Lavasa Project admeasuring 6,860.97 Acres (Previous Year 6,860.97 Acres), and premises, buildings constructed or to be constructed thereon. All present & future moveable assets.


2500 (Two Thousand Five Hundred) (Previous year 2500) 16% Non Convertible Debentures having total face value of ` 2,50,00,00,000 (Previous year ` 2,50,00,00,000) Secured By Charge Created by English Mortgage Deed on 747 acres of land of the Company. (Note 2.3 (l)(B)(ii))

Secured by exclusive registered mortgage of Land of Lavasa Project admeasuring 133.83 acres.

Secured by exclusive registered mortgage of Land of Lavasa Project 5,646.11 -

From banks




662.00 - From banks


Secured by exclusive registered mortgage of Land of Lavasa Project admeasuring 0.4 Hectare.

Secured by exclusive registered mortgage of All that piece and parcel of the

Secured by exclusive registered mortgage of Land of Lavasa Project admeasuring 46.44 acres



admeasuring 87 acres.


8,394.82 From banks

13,258.50 - From banks :( Secured by Mortgage (1st Charge) of Unencumbered 2,250.00 Land of Lavasa Corporation Limited )

Secured by exclusive registered mortgage of All that piece and parcel of the Land admeasuring 25073.6 sq.mtrs. or thereabout being Lot No. 202 situated on Thicket Street, Survey No. 113, Hissa No. 1, Survey No. 103, Hissa No. 1, of Village Dasve, Talula Mulshi, District Pune, Maharashtra, and the said twenty two (22) Buildings admeasuring not more than 160000 sq ft built up area equivalent to 14869.88 sq mtrs or thereabout to be constructed on the said Land.

Repayable in 4 Quarterly installments after the end of 18 months from 30th September,2012 i.e. moratorium period as per the following schedule:-At the end of 27th month ` 3.75 crores,At the end of 30th month ` 3.75 crores,At the end of 33rd month ` 7.50 crores,At the end of 36th month ` 7.50 crores

Secured by exclusive registered mortgage of Land of Lavasa Project admeasuring 567.9413 acres. Secured by way of registered mortgage over 259.6622 acres on pari passu charge basis together with loans taken by its subsidiary.

(2,250.00) - 1,500.00

From banks : 9,494.67 7,844.39Secured By :-(a) All the Fixed & Current Asstes including future assets of Charosa Wineries Limited (b) Pledge of 21,00,000 numbers of shares held by HCC Real Estate Limited.


(c) 100% Corporate Gurantee given by Company to Charosa Wineries Limited

From banks :

80,316.35 77,949.17

From Financial Institutions

2,500.00 2,500.00 From Financial Institutions

7,127.00 - From Financial Institutions

5,650.00 -

Secured by Second pari passu charge on 978.97 acres (Previous year 978.97 acres) of land.

HRL(Thane) Real Estate Limited has created security in favor of ICICI Bank, by way of registered mortgage of land situated at Thane ,Maharashtra towards term loan taken by Lavasa Hotel Limited amounting to ` 1400.00 Lakhs ( Previous year ` 1400.00 Lakhs)


Secured By Charge Created by way of English Mortgage Deed/other charges on Land and premises, buildings constructed or to be constructed theron and all present & future movable assets and current assets.


(e) Term loans - UnsecuredFrom banks 22,500.00 22,500.00

- 8,000.00

14847821 , 6% Cumulative Redeemable Preference Share 1,841.43 1,484.99 of ` 10/- each (Previous Year 11349103)Inter Company Deposit from Holding Company 41,003.77 37,918.00 Inter Company Deposit From Fellow Subsidaries Company 413.28 150.00

327,351.42 287,927.68

( I ) Other Information

(A)

i) Allahabad Bank has subscribed ` 50 crores in the form of Deep Discount Convertible Debentures (“DDCD”) – Tranche 2. This DDCD carry a coupon of 6% per annum on the subscription amount and have a maximum tenor of 5 years. The investor has an option to convert DDCDs into equity shares at anytime within 5 years from the closing date at an equity valuation of ` 10,000 crores or at the time of Initial Public Offer (IPO) whichever is earlier. DDCDs are compulsorily convertible at the end of 5 years at an equity valuation of ` 10,000 crores. The Investor and HCC have a put /call option respectively to sell / purchase the DDCD at the end of

The Lavasa Corporation Limited has issued Deep Discount Convertible Debentures (DDCD) convertible into ordinary shares. The particulars including the current status, terms of issue as at 31st March, 2015 are given below:

From Financial InstitutionsFrom Others

ii)

iii)

(B)

i)

The Lavasa Corporation Limited has issued Non Convertible Debentures (NCD). The particulars, terms of issue as at 31st March, 2015 are given below:Jammu & Kashmir Bank Limited had subscribed ` 100 crores in the form of Deep Discount Convertible Debentures (“DDCD”). On 3rd September 2010, vide supplementary agreement, bank has converted the existing DDCD into 1 (one) Non Convertible D b t ("NCD") ti ` 100 f th t f 5 Thi NCD ith ff t f 12th F b 2014

39th, 48th and 60th month from the closing date 6th November, 2009.It was repaid during the year.

Allahabad Bank has subscribed ` 50 crores in the form of Deep Discount Convertible Debentures (“DDCD”) – Tranche 1. This DDCD carry a coupon of 6% per annum on the subscription amount and have a maximum tenor of 5 further extended for 6 months during the year. The investor has an option to convert DDCDs into equity shares at anytime within 5 and half years from the closing date at an equity valuation of ` 10,000 crores or at the time of Initial Public Offer (IPO) whichever is earlier. DDCDs are compulsorily convertible at the end of 5 and half years at an equity valuation of ` 10,000 crores. The Investor and HCC have a put /call option respectively to sell / purchase the DDCD at the end of 39th, 48th and 60th month from the closing date 13th December, 2008. it was repaid during the year.

IndusInd Bank has subscribed ` 50 crores in the form of Deep Discount Convertible Debentures (“DDCD”). This DDCD carry a coupon of 6% per annum on the subscription amount and have a maximum tenor of 5 years. The investor has an option to convert DDCD into equity shares of the Company at anytime within 5 years from the closing date at an equity valuation of ` 10,000 crores. DDCDs are compulsorily convertible at the end of 5 years at an equity valuation of ` 10,000 crores. The Investor and HCC have a put/call option respectively to sell / purchase the DDCD at the end of 36th, 48th and 60th month from the closing date 10th July, 2009.it was repaid during the year.

ii)

iii)

iv)

(C)

i)

The Lavasa Corporation Limited has issued Fully Convertible Debentures (FCD). The particulars, terms of issue as at 31st March, 2015 are given below:

Debenture ("NCD") aggregating ` 100 crores for the tenor of 5 years. This NCD with effect from 12th February, 2014 carry a coupon rate of 12.50% per annum, payable quarterly on subscription amount. The investor and HCC have a put/call option respectively to sell/ purchase the NCD at the end of 39th, 48th and 60th month from the closing date 13th May, 2010.

SSG Investment Holding India I Limited Limited had subscribed ` 102 crores in the form of Non Convertible Debentures (“NCD”) on 2nd July 2013 for the tenor of 5 years and 9 months. This NCD carry a coupon rate of 13.9051% per annum, payable quarterly on subscription amount.

ICICI Bank has converted ` 250 crores of Deep Discount Convertible Debentures (“DDCD”) into Non Convertible Debentures (“NCD”) with effect from January 6, 2012. These NCD carry a coupon of 9% per annum on the subscription value of NCD with a YTM of 16% per annum and are to be redeemed on January 6, 2015. These NCD carry a put/call option which can be exercisable on January 6, 2013, January 6, 2014 and January 6, 2015.

Redkite Limited had subscribed ` 15 crores in the form of Non Convertible Debentures (“NCD”) on 2nd July 2013 for the tenor of 5 years and 9 months. This NCD carry a coupon rate of 14% per annum, payable quarterly on subscription amount. As on date of this balance sheet, these NCDs are held by India Opportunities II PTE LTD.

Bennett, Coleman & Company Limited has subscribed ` 12 crores in the form of 1 Fully Convertible Debenture ("FCD") of face value of ` 12 crore having 0% Coupon rate on September 28, 2012 for a tenor of 2 years. The said debenture is compulsorily convertible into such number of equity shares aggregating to 0.150528% of the subscribed and outstanding equity share capital at the end of 2

f th d t f ll t t C h ti t d th id d b t t d ti l f ` 15 05 C t thyears from the date of allotment. Company has an option to redeem the said debenture at redemption value of ` 15.05 Crores at the end of 2 years from the date of allotment.

As at As at31.03.2015 31.03.2014` in Lakhss ` in Lakhs

2.4 Deferred Tax Liability (Net)

Deferred Tax Liabilitiesa) Depreciation 4,592.70 2,970.82 b) Claims & Allowances 54,481.93 39,878.75

59,074.63 42,849.58

Deferred Tax Assetsa) Carry forward losses 54,002.38 35,571.85 b) Others 3,133.72 3,063.05

57,136.10 38,634.89

Net Deferred Tax Libilities 1,938.53 4,214.68

2.5 Other Long Term Liabilities

a) Deposits received 614.45 94.01

Deferred tax for the year ended 31st March, 2015 has been computed based on estimated tax computation. The major components are as follows;

a) Deposits received 614.45 94.01 b) Retention Deposits payable to vendors 1,023.05 1,059.03

1,637.50 1,153.04

2.6 Long Term Provisions

Provision for employee benefitsa) Provision for Leave Encashment 114.46 116.79 b) Provision for Gratuity 229.12 194.74

343.58 311.53

2.7 Trade Payables

(a) Payables for Goods & Services 41,720.69 30,138.64 (b) Others 46.32 176.58

41,767.01 30,315.22

2.8 Other Current Liabilities(a) Current Maturities of Long-term Debt

Debentures (Secured) 39,005.00 49,186.80 Term Loans from Bank (Secured) 41,981.81 27,567.56 ( ) , Term Loan from other parties (Secured) 5,000.00 13,032.58 Term Loan from other parties (Unsecured) 3,000.00 2,000.00

(b) Interest accrued and due on borrowings ( on Secured Loans) 12,373.33 926.42 (c) Interest accrued and due on borrowings ( on Unsecured Loans) 1,418.78 555.82 (d) Other payables 5,462.25 3,463.22 (e) Payable to employees 53.91 36.54 (f) Interest accrued but not due on borrowings 1,280.06 5,986.37 (g) Trade Deposits & Advances 650.00 651.14 (h) Booking Advance 17,892.76 17,796.08 (i) Sales Tax & Withholding taxes payables 120.09 77.63 (j) Current Account with Holding Company 2,843.99 1,699.51 (k) Advance Against Land Sale 165.00 -

131,246.97 122,979.66 2.9 Short-term provisions

(a) Provision for employee benefitsLeave Encashment and Sick leave 180.39 150.89 Gratuity 26.83 25.42

(b) Others Provision for Wealth Tax 0 25 0 38Provision for Wealth Tax 0.25 0.38 Provision for Expenses 3.21 3.46

210.67 180.15

31.03.2014Cost Cost Cost

Unquoted Quoted Unquoted` in Lakhs ` in Lakhss ` in Lakhs

2.11 Non-current investments

Trade Investments, Unquoted :-(a) Equity Investment In Associate Companies In India :

Bona Sera Hotels Limited - - 42,900 (Previous year - 42,900) Equity shares of` 10/- each Fully Paid upAndromeda Hotels Limited 296.23 179.45 61,070 (Previous year - 48,400) Equity shares of` 10/- each Fully Paid upKnowledge Vistas Limited 925.41 907.89 2,18,253 (Previous year - 2,18,253) Equity shares of` 10/- each Fully Paid upEcomotel Hotel Limited - 33.70 26,44,673 (Previous year - 26,44,673) Equity shares of

31.03.2015

` 10/- each Fully Paid upWarasgaon Lakeview Hotels Limited 1,269.23 1,071.56 1,40,957 (Previous year - 1,20,957) Equity shares of` 10/- each Fully Paid up

2,490.87 2,192.60

(b) Other non-current investments(i) Space Theme Park India Limited 4.40 4.40

50,000 (Previous year - 50,000) Equity shares of ` 10/- each Fully Paid up

4.40 4.40

(c) Non-current investmentsInvestments in Equity Instruments , Quoted

Punjab National Bank Limited 3.68 3.68 943 (Previous year - 943) Equity Shares of ` 10/-eachHubtown Limited ( Formerly Akruti City Limited) 0.08 0.08 10 (Previous year - 10) Equity Shares of ` 10/- eachAnsal Housing & Construction Limited 0.02 0.02

Sub Total ( c )

Sub Total ( a )

10 (Previous year - 10) Equity Shares of ` 10/- eachAnsal Properties & Infra Limited 0.03 0.03 10 (Previous year - 10) Equity Shares of ` 5/- eachAshiana Housing Limited 0.03 0.03 35 (Previous year - 35) Equity Shares of ` 10/- eachDLF Limited 0.09 0.09 10 (Previous year - 10) Equity Shares of ` 2/- eachD S Kulkarni Developers Limited 0.03 0.03 10 (Previous year - 10) Equity Shares of ` 10/- eachHDIL 0.08 0.08 12 (Previous year - 12) Equity Shares of ` 10/- eachIndiabulls Real Estate Limited 0.07 0.07 10 (Previous year - 10) Equity Shares of ` 10/- each(Company received 29 shares of India Bulls Infra & Power Limited pursuant to demerger of Indiabulls Real Estate Limited)Indiabulls Wholesale Services Limited 0.00 0.00 1 (Previous year - 1) Equity Shares of ` 2/- eachMahindra Lifestyle limited ( Formerly Mahindra Gesco 0.06 0.06 10 (Previous year - 10) Equity Shares of ` 10/- each10 (Previous year 10) Equity Shares of ` 10/ eachOrbit Corporation Limited 0.06 0.06 20 (Previous year - 20) Equity Shares of ` 10/- eachParshwanath Developers Limited 0.04 0.04 20 (Previous year - 20) Equity Shares of ` 10/- eachPeninsula Land Limited 0.06 0.06 50 (Previous year - 50) Equity Shares of ` 2/- eachShoba Developers Limited 0.09 0.09 10 (Previous year - 10) Equity Shares of ` 10/- eachUnitech Limited 0.03 0.03 10 (Previous year - 10) Equity Shares of ` 2/- eachSub Total ( d ) 4.44 4.44

2,499.71 2,201.44

As at As at31.03.2015 31.03.2014

` Lakhss ` Lakhs

2.12 Long-term loans and advances

(Unsecured, considered good)(a) Deposits 1,204.47 1,186.13 (c) Advances recoverable in cash or kind 54.09 61.19 (c) Loans & Advances Given to Fellow Subsidaries 2,056.05 3,050.01 (d) Loans & Advances Given to Related Parties 135.75 1,200.00 (e) Capital Advances 61.74 61.74

3,512.11 5,559.07

2.13 Other Non current assets

(a) Margin Money Deposit 470.76 282.37 (b) Deposits 46.05 10.22

516.81 292.59

2.14 Current Investments - Unquoted (a) Investment in Mutual Funds (at Cost or Market Value whichever is lower)Birla Sunlife Cash Plus Daily Dividend Direct Plan Reinvestment 62.09 73.71

Principal Cash Management fund- Regular Plan Growth 109.67 241.10

171.75 314.81

2.15 Inventories

Project Work In Progress(a) Land (at cost or NRV, whichever is lower)

Land 4,279.66 4,303.14 Land - FSI 129,002.88 92,850.85

(b) Project work in Progress - at cost or NRV whichever is less 21,784.51 34,230.15 (c) Other Inventories (at cost or NRV whichever is lower) 152 35 222 03

( 9207.965 units @ ` 1191 per unit (Previous year 20243.375 Units @ ` 1191.00 Per unit) )

( 61,964.993 units @ ` 100.1950 per unit) Previous year 73,568.472 units @ ` 100.1950 per unit )

(c) Other Inventories (at cost or NRV, whichever is lower) 152.35 222.03 (d) Development Rights 640.33 640.33 (e) Finished Goods 69.03 40.90

155,928.76 132,287.39

2.16 Trade Receivables

(a) Outstanding over Six Months 26.22 1.04 (b) Other - -

26.22 1.04 Less: Provision for Doubtful Debts 26.22 1.04

Total(a) - - Unsecured, Considered Good:(a) Outstanding over Six months 4,699.23 8,696.58 (b) Others 3,062.74 2,533.28

Total(a) 7,761.97 11,229.86

7,761.97 11,229.86

Unsecured considered doubful

As at As at31.03.2015 31.03.2014` Lakhss ` Lakhs

2.17 Cash and Bank Balances

Cash and cash Equivalents(a) Balances with banks 585.82 3,667.03 (b) Cheques on Hand 42.71 286.12 (c) Cash on Hand 9.93 15.76 (d) Other bank balances 629.13 2,196.02

Fixed deposits with Bank held as Margin Money(Maturity with more than 12 months)

1,267.58 6,164.94

2.18 Short-term loans and advances

Unsecured, Considered Good(a) Advances recoverable in cash or kind or for value to be received 4,948.87 6,153.39 (b) Advance Payment of Taxes ( Net of Provision ) 10,785.10 10,166.09 (c) Advance for Land purchase 5 769 72 4 613 19(c) Advance for Land purchase 5,769.72 4,613.19 (d) Advance to Suppliers 7,548.32 4,953.39 (e) Loans & advances to fellow subsidiaries 1,754.33 270.48 (f) Loans & advances to associates 3,938.16 4,386.91 (g) Deposit- Others 69.69 83.34 (h) Deposits/Balance with Excise/Sales Tax Authorities 181.58 115.71

Total (a) 34,995.78 30,742.50 Other amounts recoverable Unsecured, considered good 7,913.87 10,027.01 Unsecured, considered doubtful 2,038.85 - Less: Provision for Doubtful Advances (2,038.85) -

Total (b) 7,913.87 10,027.01

42,909.65 40,769.51

2.19 Other current assets (a) Miscellaneous Expenditure (to the extent not written off) 533.91 -

533.91 - (Refer Note No. 2.40)

For the Year Ended

For the Year Ended

31.03.2015 31.03.2014` Lakhss ` Lakhs

2.20 Revenue From Operations(a) Land Sales 10,481.82 1,039.98 (b) Progress Billing 15,217.85 10,588.09 (c) Project Management Consultancy 248.31 249.39 (d) Operating Income 4,815.15 4,950.71 (e) Other Income 251.03 373.59

31,014.16 17,201.76

2.21 Other Income(a) Interest received from Bank 172.90 158.62 (b) Interest received on Inter Corporate Deposit 674.05 432.62 (c) Interest on Debentures - 562.48 (d) Interest Payable No Longer Required Written Back - 747 73(d) Interest Payable No Longer Required Written Back 747.73 (e) Scrap & unserviceable Spares Sold 47.29 49.23 (f) Net gain on foreign currency transactions and translation 0.27 - (f) Net gain/ loss on sale of investments 13.57 342.02 (g) Dividend from Mutual Fund 4.38 67.61 (h) Miscellenous Income 571.59 365.79

1,484.04 2,726.09

2.22 Land and Construction Expenses / Cost of sales(a) Raw & Process Materials Consumed 228.84 156.62 (b) Land purchased / acquired 374.90 3,450.16 (c) Civil Work & Contract Charges (net of recoveries) 21,960.74 19,353.20 (d) Power & Fuel 702.28 754.57 (e) Rent, Rates & Taxes 1,166.17 878.05

24,432.94 24,592.60

Less: Transferred to fixed assets/ Capital work in Progress 2,079.08 4619.49

22,353.85 19,973.11

For the Year Ended

For the Year Ended

31.03.2015 31.03.2014` Lakhss ` Lakhs

2.23 Employee Benefits Expense

(a) Salaries and wages 5,367.40 6956.34(b) Contribution / provisions to and for provident, Gratuity and other funds 341.72 423.38(c) Staff Welfare Expenses 28.63 26.18Less: Transferred to fixed assets/ Capital work in Progress 246.68 1,490.96

5,491.07 5,914.93

2.24 Administrative And Other Expenditure

(a) Office Site and Establishment Expenses 6,937.28 8,017.88 (b) Power & Fuel 27.20 27.84 ( ) R t R t d T 80 85 75 02(c) Rent, Rates and Taxes 80.85 75.02 (d) Insurance 174.31 124.85 (e) Telephone Expenses 4.68 3.96 (f) Professional Charges 925.39 1,133.46 (g) Repairs and Maintenance - Others 10.97 79.80 (h) Directors' Sitting Fees 2.90 3.50 (i) Auditors' Remuneration 61.01 59.74 (j) Provision for Doubtful Debts 25.18 - (k) Provision for Doubtful Advance 2,038.85 (l) Loss on retirement / sale of assets - 44.39 (m) Printing and Stationery 2.31 4.44 (n) Selling and Marketing Expenses 3,866.96 4,006.18 (o) Brokerage & Commission - 2.72 (p) Traveling and Conveyance 35.02 46.99 (q) Exchange Rate Variation Loss - 1.44

Less: Transferred to fixed assets/ Capital work in Progress 516.21 813.79

13,676.70 12,818.42

2.25 Finance Costs

(a) Interest on Fixed Loans 42,463.42 32,641.40 (b) Interest on Debentures 9,292.32 12,944.19 (c) Interest on other Loans 2,154.63 1,179.21 (d) Others 2,102.03 619.72

56,012.39 47,384.52

Less: Transferred to Fixed Assets/ Capital Work in Progress 16,176.76 17,771.48

39,835.63 29,613.04

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Note No. 2: Notes Forming Part Of The Financial Statements As On 31st March, 2015

2.26` in Lakhs

Sr.No Particulars As at 31.03.2015 As at 31.03.20141 (13,335.10) (14,177.06)2 66,193,185 66,193,1853 (20.15) (21.42)

2.27 Cost of Land includes:

In Lavasa Corporation Limited.12

3

2.28

2.29 Contingent Liabilities includes :

4. Corporate Guarantees given for Associates & Outstanding ` 4091.58 Lakhs ( Previous Year ` 3,965.30 Lakhs)5. Claims not acknowledged as debt ` 123.04 Lakhs ( Previous year ` 123.04 Lakhs)

2.30

2.31

The estimated amount of contracts remaining to be executed on capital account, and towards infrastructure development, not provided for is ` 3930.05 Lakhs (Previous year ` 10,833.40 Lakhs). There are other commitments on revenue account related to services to be received made in the normal course of business.

The amount of ` 14301.23 Lakhs ( Previous year ` 9867.70 Lakhs) appearing as Goodwill in the Consolidated Financial Statement forthe year ended 31st March, 2015 represents the excess paid over the book value of Subsidiaries by Company, Viz; LavasaCorporation Limited (LCL), Pune Paud Toll Road Company Limited (PPTRCL) & HCC Aviation Limited (HAL), at the time ofacquisition. The Management is of the view that the excess paid for Goodwill is considering the intrinsic value and the businessprospects of the underlying business of LCL, no diminution in value of Goodwill is considered necessary. In case of other twoCompanies Viz; PPTRCL & HAL, the diminution in value is of temporary nature and need not be provided.

9. HRL (Thane) Real Estate Limited has created security in favor of ICICI Bank, by way of registered mortgage of land situated at Thane ,Maharashtra towards term loan taken by Highbar Technologies Limited amounting to ` 22.00 Crores & amount outstanding as on 31st March 2015 ` 16.22 Crores ( Previous Year ` 14.13 Crores )

Land amounting to ` 10.64 Lakhs (previous year ` 10.64 Lakhs) in respect of which irrevocable Power of Attorney is obtained in thename of Company.

Land amounting to ` 35.67 Lakhs (previous year ` 39.01 Lakhs) not covered by the Master Plan in respect of which sale deed is yet tobe executed in the name of Company.

Technical surveys/estimates are involved in respect of physical verification procedures / determination of Project work-in-progress /related costs. These estimates made by the Company and certified to the auditors, have been relied upon by them, as these are of atechnical nature.

1. Guarantees given to banks of ` 768.09 Lakhs (previous year ` 768.09 Lakhs)

2. Corporate Guarantee given to bankers on behalf of related parties outstanding ` 9,70,145.00 Lakhs ( Previous Year ` 8,49,430.39 Lakhs)3. On account of disputed matter of Income Tax ` 1322.40 Lakhs ( Previous Year ` 1007.53 Lakhs)

Notes to this consolidated financial statement are intended to serve as a means of informative disclosure and a guide to betterunderstanding. Recognising this purpose, the Company has disclosed only such notes from individual financial statements, which fairlypresent the needed disclosure.

Earnings Per Share

Net Profit / (Loss) available for Equity Shareholders Weighted Average Nos. of Equity Shares Earnings Per Share (Basic & Diluted)

` 1,271.10 lakhs (previous year ` 1,271.10 lakhs) in respect of which sale deed is yet to be executed in the name of Company.

6. The Lavasa Corporation Limited has filed petitions against the orders / notices of various authorities demanding ` 1775.52 Lakhs (Previous Year ` 1775.52 Lakhs) towards payment of royalty / penalty on materials excavated. The management believes that the outcome of any pending litigations will not have a material adverse effect on the Company's financials position and the results of operations.

7. Lavasa Corporation Limited has created security by way of registered mortgage over 231.6628 acres (Previous year 231.6628 acres) of land situated in 5 villages namely Village Admal, Bhode, Gadle, Padalghar and Ugavali in taluka Mulshi, District Pune, Maharashtra towards Redeemable Non Convertible Debentures of ` 12,000 Lakhs issued to Axis Bank Limited by Hindustan Construction Company.8. Charosa Wineries Limited has created first exclusive charge on all movable and immovable fixed and current assets of the Company and Corporate Guarantee of Rs. 20,000 Lakhs (March 2014 : Rs. 20,000 Lakhs) in favour of Bankers' of HCC Infrastructure Company Ltd.

2.32 Foreign Currency exposure not hedged as on 31st March 2015 is :

2.33( ` in Lakhs )


Salary 45.27 64.93 30.61 60.67 1.03 17.92 23.93 1,161.27 119.57 102.68

- 0.90 0.09 - 3.33 - -

2.34 Disclosure in accordance with Accounting Standard 18 Related Party Transactions.

Names of the Related Parties & Nature of Relationship:A) Parent/Holding Companies and their subsidiaries

12345

B) Other Related Parties123456789

Key Management PersonnelMr. Shrikant Nanavaty Chief Financial OfficerMr. Devendra Manchekar Chief Executive OfficerMs. Pooja Oak Company SecretaryMr. Narendra Negandhi (Upto 27th June 2014) Chief Finance Officer

Services, plans & designs purchasedCapital ItemsConsultancy ChargesMarketing ExpensesRepairs Plant & Machinery - WineryPaid for capital Goods - Labelling Machine

Hindustan Construction Company Limited (HCC)Highbar Technologies LimitedPanchkutir Developers LimitedHCC Infrastructure Company LimitedSteiner India Limited

Gulabchand Foundation (Formed under section 25 of the Companies Act, 1956)Bona Sera Hotels LimitedEcomotel Hotel LimitedWarasgaon Lake View Hotels LimitedAndromeda Hotels Limited.Vikhroli Corporate Park Private LimitedHincon Finance Limited

Advance to Vendors

` 11.07 Lakhs (GBP 0.119 Lakhs @ Closing rate of 1 GBP = ` 92.46 ) (Previous Year ` 11.91 Lakhs (GBP 0.12 Lakhs @ Closing rate of 1 GBP = ` 99.42 ))

` 93.76 Lakhs (EURO 1.39 Lakhs @ Closing Rate of 1 EURO = ` 67.61) (Previous Year ` 114.42 Lakhs (EURO 1.39 Lakhs @ Closing Rate of 1 EURO = ` 82.51))

Details of Foreign Currency Expenditures:

Particulars

Travelling & Other Expenses

Creditors

` 28.70 Lakhs (USD 0.46 Lakhs @ Closing Rate of 1 USD = ` 62.87) (Previous Year `27.40 Lakhs (USD 0.46 Lakhs @ Closing Rate of 1 USD = ` 60.09))` 28.39 Lakhs(USD 0.46 Lakhs @ Closing Rate of 1 USD = ` 62.20) (Previous Year ` 27.43 Lakhs(USD 0.46 Lakhs @ Closing Rate of 1 USD = ` 60.09))

Current Year ` 70.82 Lakhs in EURO 1,04,250 @ closing rate of 1 EURO = ` 67.93(Previous Year ` 112.45 Lakhs in EURO @ closing rate of 1 EURO = ` 85.37 )

` 101.96 Lakhs (CHF 158,287.60 @ Closing rate of 1 CHF = Rupees 64.21) (Previousyear ` 51.88 Lakhs 73,450.67 CHF @ closing rate of 31st March 2014 1 CHF =Rs.67.46)` 1.39 Lakhs ( GBP 1500 @ closing Rate of 1 GBP = Rs.92.55) ( Previous Year ` 1.50 Lakhs ( GBP 1500 @ closing Rate of 1 GBP =Rs.100.14)

NIL (Previous year ` 24.33 Lakhs, 24300 GBP @ ` 100.14)

` 31.07 Lakhs (Euro 45800@ closing rate of 1 Euro = `. 67.85) (March 2014: `.41.40 Lakhs (Euro 50380@ closing rate of 1 Euro = ` 82.18)

Knowledge Vistas LimitedPalmetto Hospitality Limited

C) Transaction with Related Parties, Subsidiaries and Other Related Parties ` in Lakhs

Holding Company

Other related Parties

Outstanding balance in Current LiabilityHindustan Construction Co. Limited 12,230.02

(8,010.42) Steiner India Limited 8,379.82

(2,539.27) Highbar Technologies Limited 668.22

(650.00) Ecomotel Hotel Limited 200.43

(92.73) Bonasera Hotel Limited 135.21

(67.75) Vikhroli Corporate Park P. Limited 605.71

(26.57) Outstanding Balances included in Current AssetsHindustan Construction Co. Limited 2.35



(796.31) Steiner India Limited 561.13

- Knowledge Vistas Limited 273.95

(239.32) Warasgaon Lake View Hotels Limited 650.05

(654.56) HCC Concession Limited 100.54

(100.54) Others 429.78

(67.84) Outstanding balance in Unsecured LoanHindustan Construction Co. Limited 41,890.83

(38,908.46) Highbar Technologies Limited 266.76

(150.00) Western Securities Ltd. 116.00

- Intercorporate Deposit given OutstandingEcomotel Hotel Limited 497.02

(527.02) Bona Sera Hotels Limited 818.15

(818.15) Hincon Finance Ltd 135.75

(1,200.00) Knowledge Vistas Limited 498.73

(437.23) Panchkutir Developers Limited 6.04

-Others 27.05

(179.12)

Corporate Guarantees Hindustan Construction Co. Limited 855,748.00

(798,805.00) Ecomotel Hotel Limited 1,454.39

(1,485.00) Knowledge Vistas Limited 1,400.00

(1,400.00) Warasgaon Lake View Hotels Limited 1,215.00

(1,080.30) Corporate Guarantees Hindustan Construction Company Limited 41,963.52

(55,178.71)


Outstanding Interest ReceivableHincon Finance Limited 179.89

(105.66) HCC Infrastructure Company Limited 355.02

(35.83) Highbar Technologies Limited -

(56.87) Vikhroli Corporate Park P. Limited 2,097.23

(2,425.40)

Outstanding Interest PayableHCC Infrastructure Company Limited 429.09

(429.09) Highbar Technologies Limited (30.52)

(81.36) Western Securities Ltd 6.88

- Advance/Deposit received and outstanding for the yearSteiner India Limited 5.98



(2.64) Advance/Deposit given and outstanding at the end of yearSteiner India Limited 740.45

(1,071.62) Vikhroli Corporate Park Private Limited 72.90

(72.90)

Investment in Debentures Transfered Hindustan Construction Co. Limited -

(8,157.00)

Loan assigned Transfered Hindustan Construction Co. Limited -

(8,150.00)

Loans and advances repaid during the yearHindustan Construction Co. Limited -

(810.01) Inter Corporate Deposit TakenHindustan Construction Co. Limited 2,929.25

(4,946.55)

Inter Corporate Deposit GivenAndromeda Hotels Limited 80.00

- Panchkutir Developers Limited 6.04


(105.00) HCC Infrastructure Company Limited -

(6,100.00) Hincon Finance Limited -

(1,200.00) Ecomotel Hotel Limited -

(15.06) Warasgaon Lake View Hotels Limited -

(116.55) Knowledge Vistas Limited 61.50

(1,377.60) Inter Corporate Deposit received back during the yearEcomotel Hotel Limited 30.00


(1,255.00) HCC Infrastructure Company Limited 1,000.00

(1,200.00) Hincon Finance Limited 1,064.25

- Knowledge Vistas Limited -

(1,195.49) Warasgaon Lake View Hotels Limited 99.55

(17.00)

Expenditure on Rent and other services Highbar Technologies Limited 3.73


(65.45) Allocable expenses Hindustan Construction Co. Limited 148.04

(502.51) Interest expense on Inter Corporate Deposit receivedHindustan Construction Co. Limited 1,116.81

(814.85) Highbar Technologies Limited 112.03


- HCC Infrastructure Company Limited -

(283.00) Interest income on Inter Corporate Deposit givenHincon Finance Limited 82.49

(105.66) Vikhroli Corporate Park P. Limited -


(12.85) HCC Infrastructure Company Limited 335.52




(1.05) Andromeda Hotels Limited 21.25

(37.91) Project & other services receivedHindustan Construction Company Limited 2,033.93

(2,822.38) Vikroli Corporate Park Private Limited 270.69

(364.88) Steiner India Limited 10,785.30

(4,798.57) Ecomotel Hotel Limited 106.05


(56.48) Others 68.01

(86.86) Land PurchasedHincon Finance Limited 1,075.00

- Project and other services given during the yearWarasgaon Lake View Hotels Limited 59.34


(74.32) Steiner India Limited 542.85

(0.13) Andromeda Hotels Limited 198.96

(23.85) Others 109.29

(107.12) Share Capital Outstanding at Face ValueHindustan Construction Co. Limited 6,619.32

(6,619.32) Equity Share Contribution during the yearAndromeda Hotels Limited -


(399.88) Ecomotel Hotel Limited -

(130.00)

Note: Figures in brackets pertains to previous year

i) Details of transactions relating to persons referred to in item (B) above :` in Lakhs

Nature of Transactions 31st March, 2015 31st March, 2014Remuneration Paid Mr. Devendra Manchekar 57.73 68.41Mr. Narendra Negandhi (Upto 27th June, 2014) 21.24 57.07Ms. Pooja Oak (Upto 31st December 2014) 11.71 14.30 Total 90.68 139.78

D) List of Subsidiaries & Associates Companies included in consolidation are as under:Sr. No. Name of Subsidiary Country of origin Percentage of

HoldingNature of

Relationship1 HRL (Thane) Real Estate Limited India 100.00% Subsidiary2 HRL Township Developers Limited India 100.00% Subsidiary3 Nashik Township Developers Limited India 100.00% Subsidiary4 Maan Township Developers Limited India 100.00% Subsidiary5 Charosa Wineries Limited India 100.00% Subsidiary6 Powai Real Estate Developers Limited India 100.00% Subsidiary7 HCC Realty Limited India 100.00% Subsidiary8 HCC Aviation Limited India 100.00% Subsidiary9 Pune Paud Toll Road Company Limited India 100.00% Subsidiary

10 Lavasa Corporation Limited India 68.70% Subsidiary11 Lavasa Hotel Limited India 68.70% Subsidiary12 Warasgaon Lake View Hotel Limited India 18.55% Associate13 Apollo Lavasa Health Corporation Limited India 42.94% Subsidiary14 Bona Sera Hotel Limited India 17.86% Associate15 Lakeshore Watersports Company Limited India 68.70% Subsidiary16 Ecomotel Hotel Limited India 18.73% Associate17 Dasve Business Hotel Limited India 68.70% Subsidiary18 Dasve Convention Center Limited India 68.70% Subsidiary19 Dasve Hospitality Institutes Limited India 68.70% Subsidiary20 Lakeview Clubs Limited India 68.70% Subsidiary21 Dasve Retail Limited India 68.70% Subsidiary22 Full Spectrum Adventure Limited India 62.46% Subsidiary23 Spotless Laundry Services Limited India 52.23% Subsidiary24 Knowledge Vistas Limited India 33.66% Associate25 Lavasa Bamboocrafts Limited India 68.70% Subsidiary26 Green Hills Residences Limited India 41.22% Subsidiary27 Reasonable Housing Limited. India 68.70% Subsidiary28 My City Technology Limited India 43.28% Subsidiary29 Future City Multiservice SEZ Limited India 68.70% Subsidiary30 Valley View Entertainment Limited India 68.70% Subsidiary31 Andromeda Hotels Limited India 27.48% Associate32 Whistling Thrush Facilities Services Limited India 35.04% Subsidiary33 Sirrah Palace Hotels Limited India 68.70% Subsidiary34 Warasgoan Tourism Limited India 68.70% Subsidiary35 Our Home Service Apartments Limited India 68.70% Subsidiary36 Verzon Hospitality Limited India 68.70% Subsidiary37 Rhapsody Commercial Space Limited India 68.70% Subsidiary38 Warasgaon Power Supply Limited India 68.70% Subsidiary39 Sahyadri City Management Limited India 68.70% Subsidiary40 Kart Racers Limited India 68.70% Subsidiary41 Warasgaon Infrastructure Providers Limited India 68.70% Subsidiary42 Hill City Service Apartments Limited India 68.70% Subsidiary43 Nature Lovers Retail Limited India 68.70% Subsidiary44 Mugaon Luxury Hotels Limited India 68.70% Subsidiary45 Osprey Hospitality Limited India 68.70% Subsidiary46 Starlit Resort Limited India 68.70% Subsidiary47 Rosebay Hotels Limited India 68.70% Subsidiary48 Warasgaon Valley Hotels Limited India 68.70% Subsidiary49 Warasgaon Assets Maintenance Limited India 68.70% Subsidiary50 Hill View Parking Services Limited India 68.70% Subsidiary

2.35 Segment-Wise Financial Results For The Year Ended 31st March, 2015` In Lakhs

Sr No. Particulars 31st March, 2015 31st March 14

1 Segment Revenue[a] Comprehensive Urban Development and Management 30619.38 15925.31[b] Real Estate 16.92 995.22[c] Others 377.87 285.07 Total 31014.16 17205.60 Less: Inter-segment Revenue 0.01 0.04 Total Revenue 31014.16 17205.56

2 Segment Profit / (Loss) Before Tax & Interest[a] Comprehensive Urban Development and Management 20983.94 8812.67[b] Real Estate (1565.40) 371.03[c] Others (283.72) (1401.25) Total 19134.82 7782.45 Less: Interest (39479.19) (29613.04)

(20344.38) (21830.59) Add: Unallocable Overheads net of Income - - [a] Add Dividend on Other Investments 4.38 67.61 [b] Add Profit on sale of investments - - [c] Other Expenses - - Profit Before Tax (20340.00) (21762.98)

3 Capital Employed[a] Comprehensive Urban Development and Management 244,227.65 227,330.49 [b] Real Estate 15,394.17 19,217.44 [c] Others 8,236.81 7,694.55 Total 267,858.63 254,242.49

2.36

2.37

b. Settlement : Through Equity Shares.c. Options granted till date: 19,63,496d. Options lapsed/cancelled till date: 2,37,756e. Options in force : 17,25,740f. Options vested: 7,79,942 on 21/04/2011 out of which 1,88,269 Vested options have lapsed on account of Resignation/retirement. 5,17,724 on 21/04/2012 out of which 73,965 Vested options have lapsed on account of Resignation/retirement. 5,17,724 on 21/04/2013 out of which 73,965 Vested options have lapsed on account of Resignation/retirement.

As at 31st March 2014

As at 31st March 2014

g. Outstanding at the beginning of the year 1,703,317 1,725,740 h. Granted during the year NIL NIL i. Forfeited during the year NIL NILj. Exercised during the year NIL NILk. Expired / cancelled / lapsed during the year 224,126 22,423 l. Outstanding at the end of the year 1,479,191 1,703,317 m. Exercisable at the end of the year 1,479,191 1,703,317

2.38

vi) The ESOP Compensation committee at its meeting held on 30th July, 2010 also approved the adjustment / modification of exercise price mentioned in (i), (ii) and (iii) above to ` 51.97 per equity share due to bonus issue of equity shares.

vii) The ESOP Compensation Committee at its meeting held on 23rd April, 2012 approved the change in entitlement in respect of the 17,25,740 Options granted to the eligible employees, from the existing ratio of 1 : 1 i.e One share for every Option exercised to 49 : 30 i.e 49 equity shares for every 30 Options exercised (fraction if any, arising in the resultant shares to be ignored). The said adjustment is made on account of the increase in the equity share Capital of the Company, due to various rights issues of equity shares made during the financial year 2011-12. The exercise price per option shall remain unchanged at ̀ 51.97 per option.

In respect of Lavasa Corporation Limited, Ministry of Environment & Forests (MoEF), Government of India, vide its order dated 9th November, 2011 accorded environment clearance (EC) to 2000 hectare (5000 acres). Accordingly construction has resumed at project site since November 9, 2011.

a. Options granted by Lavasa Corporation Limited (LCL)i) The Company granted 1,54,200 Stock Options on April 21, 2008 (each option carrying entitlement for one equity share of the face value of ` 10/- each) at an exercise price of ` 534.52 per equity share.

ii) The ESOP Compensation committee at its meeting held on 20th October, 2009 granted 49,000 additional options to existing option holders at an exercise price of ` 534.52 per equity share for making an adjustment to the number of options on account of the increase in the equity share capital of the Company, post grant of the initial options.

iii) The ESOP Compensation committee at its meeting held on 11th June, 2010 granted 15,16,560 additional options to existing option holders at an exercise price of ` 59.39 per equity share for making an adjustment to the number of options on account of the increase in the equity share capital of the Company, due to bonus issue of equity shares.

iv) The ESOP Compensation committee at its meeting held on 11th June, 2010 also approved the adjustment / modification of exercise price mentioned in (i) and (ii) above to ̀ 59.39 per equity share due to bonus issue of equity shares.

v) The ESOP Compensation Committee at its meeting held on 30th July, 2010 granted 2,43,736 additional options to existing option holders at an exercise price of ` 51.97 per equity share for making an adjustment to the number of options on account of the increase in the equity share capital of the Company, due to bonus issue of equity shares.

During the current year in case of Charosa Wineries Ltd, Finance Cost of ` 90.13 Lakhs (March 2014: ` 12.47 Lakhs) has been transferred to Inventory in accordance with AS 16 “Borrowing Cost”

Employees Stock Option Scheme: Lavasa Corporation Limited (LCL)

2.39 Operating Lease ( ` in Lakhs )a) Future Lease Rental payments 31st March, 2015 31st March, 2014(i) Not later than one year 375.01 195.61(ii) Later than one year and not later than five years 1255.08 306.75(iii) Later than five years 31.63 34.38

b) Lease payment recognised during the year ` 721.53 Lakhs ( Previous Year ` 551.54 Lakhs)

c) General description of the leasing arrangement: i) Leased Assets : Office premises and employee accomodation ii) Future lease rental payments are determined on the basis of lease payable as per the agreement.

2.40

( ` in Lakhs )S No. 31st March, 2015 31st March, 2014

1 378.91 - 2 125.00 - 3 30.00 -

Total 533.91 -

2.41

2.42

2.43

2.44

Company holds 100% equity shares in Pune Paud Toll Road Company Limited (PPTRCL), Net worth of the PPTRCL is negative as on 31st March, 2015 as the accumulated losses of the company at ̀ 4522.33 Lakhs ( Previous Year ` 4539.55 Lakhs) has exceeded the paid up share capital of the company amounting to ` 605.00 Lakhs, by ` 3916.33 Lakhs ( Previous Year ` 3515.78 Lakhs). As per the terms of the contract, the period to operate the project has expired on 12th Feb-2014, and the project since stands transferred to the Public Works Department (PWD) of Government of Maharashtra. Company has preferred a claim for compensation aggregating to ̀ 14,048.33 Lakhs (including interest)- on account of delay in granting permission to collect the toll and change in location of Toll Plaza which resulted in drastic reduction in revenue collection. It has also demanded refund of cost of land acquisition of Bhugaon bypass. Towards this end, Company has filied a petition in the Bombay High Court under section 11 of The Arbitration and Conciliation Act, 1996. Consequently the bombay high court has appointed the arbitrator on behalf of PWD on 8th August 2014 and Indian Road Congress(IRC) appointed the third arbitrator on 6th january 2015.First meeting of Arbitral Tribunal was conducted on 09.02.2015. Subsequently, the Company has filed Statement of Claim to the Arbitral Tribunal on 27.03.2015 for total amount of claim of ` 14,048.33 Lakhs including interest and other related claims.The management believes that the ultimate outcome of this proceeding will be in company’s favor and will not have a material adverse effect on the company's financial position and results of operations. As a result the entity is considered a going concern despite negative networth.

The consolidated net worth of the Company is negative. Considering the intrinsic value of the assets of the business under the fold of Company such as LAVASA etc, wherein, the potential of market appreciation over book value is substantially high, the net worth of Company does not represent its true market value. Hence the accounts are made on a going concern basis.

In case of Lavasa Corportion Limited, the Company is reasonably confident of overcoming existing business challenges and proceeding with improvements in its business performance, keeping in view the optimistic outklook of the business environment in the country in general, as well efforts on the part of the Company to raise additional financial resources.

The Lavasa Corporation Limited a subsidiary company has filed a Draft Red Herring Prospectus (DRHP) with Securities and Exchange Board of India (SEBI) for the proposed Initial Public Offer (IPO) of equity shares. The Company has incurred certain expenses in relation to said IPO activity which have been accounted for as “ Miscellaneous Expenditure (to the extent not written off or adjusted)”. These expenses will be charged to the securities premium account proposed to be received from the Initial Public Offer of the equity shares of the Company. Details of expenses accounted for as Miscellaneous Expenditure (to the extent not written off or adjusted) are as below;

During the quarter ended June 30, 2014, the Management based on internal evaluation reassessed the useful life of existing assets consisting of buildings and other assets and accordingly the Company has recognized an additional depreciation charge of ̀ 1648.05 for the year ended March 31, 2015.

Had the Company continued to use the earlier estimates of life, the loss after tax for the year ended March 31, 2015 would have been lower by ` 370.00.

Legal and Professional FeesRegulatory FeesProfessional Fees to Auditors

Description

2.45

a)

Particulars 31.03.2015 31.03.2014Value Value

Grapes 31.92 21.20 Chemical Fertilizers 21.96 47.90

0.66 6.76 Consumables - Winery 23.97 25.53

98.06 55.23 - -

176.57 156.62

b)

Particulars 31.03.2015 31.03.2014Capital goods - 20.50

2.46




Raghuvir M Aiyar Subhash Dandekar Shalaka Gulabchand DhawanPartner Director DirectorMembership No. 38128 Shrikant Nanavaty DIN No:- 00167875 DIN No:- 00011094

Chief Finance Officer


Previous year figures have been regrouped / re-classified wherever necessary.

Additional information pursuant to the provisions of paragraph 5 of Schedule III to the Companies Act, 2013 to the extent applicable.

Details of raw materials consumed

Consumables - Vineyard

Total

( ` in Lakhs )

( ` in Lakhs )Value of Imports calculated on CIF Basis:

Consumables - Packing MaterialOthers (none of which individually accounts for more than 10% of total consumption)

ATTENDANCE SLIP

HCC REAL ESTATE LIMITED

CIN No.: U70100MH2005PLC154004

Registered office: Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg,Vikhroli (West), Mumbai – 400 083

Name of the member(s):

Registered address:

E-mail Id:

Folio No/ Client Id:

DP ID:

No. of shares held:

I / We hereby record my/our presence at the 10th Annual General Meeting of the Company at Hincon

House, 11th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083 on

Monday, July 13, 2015 at 04:00 p.m.

----------------------------------- Member’s / Proxy’s Signature

Note: Members/Proxy holders are requested to bring their copy of the Annual Report for 2014-15 with them at the Meeting.

PROXY FORM CIN: U70100MH2005PLC154004 Name of the company: HCC REAL ESTATE LIMITED Registered office: Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg,

Vikhroli (West), Mumbai – 400 083

Name of the member(s): Registered address: E-mail Id: Folio No/ Client Id: DP ID: No. of shares held:

I/We, being the member (s) of ……………… shares of the above named company, hereby appoint 1 Name:…………………………………….. Address ……………………………………………………… E-mail ID……………………………… Signature …………………………………….…….. or failing him; 2 Name…………………………………….. Address ……………………………………………………… E-mail Id……………………………… Signature …………………………………….…….. or failing him; 3 Name…………………………………….. Address ……………………………………………………… E-mail Id……………………………… Signature …………………………………….…….. or failing him; as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 10th Annual General Meeting of the Company, to be held on Monday, 13th day of July, 2015 at 04:00 p.m. at Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No. Resolutions Options * Ordinary Business For Against

1 Ordinary Resolution for adoption of Audited Financial Statements for the year ended March 31, 2015.

2 Ordinary Resolution for appointment of Mr. Ajit Gulabchand, who retires by rotation, and being eligible, offers himself for re-appointment.

3 Ordinary Resolution for appointment of M/s. K. S. Aiyar & Co. Chartered Accountants as Statutory Auditors of the Company and fixing their remuneration.

Special Business 4 Special Resolution under Section 14 of the Companies Act, 2013 for alteration

of Articles of Association of the Company.

Signed this…… day of……… 2015

Signature of the shareholder: ……………………………………

Signature of Proxy holder(s): ………….……………………….

AffixRevenue Stamp

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. * It is optional to put ‘X’ in the appropriate column against the resolutions indicated in the Box If you leave the ‘For’ or ‘Against’ column blank against any or all resolution, your proxy will be entitle to vote in the manner as he / she thinks appropriate.

Documents

HCC REAL ESTATE Report To, The Members of HCC REAL ESTATE LIMITED 1. Report Your Directors present the Tenth Annual Report together with the Audited