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Future Market Networks Ltd.

BSE: 533296 Sector: Others
NSE: FMNL ISIN Code: INE360L01017
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VOLUME 2424
52-Week high 156.10
52-Week low 33.30
P/E 37.28
Mkt Cap.(Rs cr) 281
Buy Price 48.30
Buy Qty 525.00
Sell Price 49.75
Sell Qty 50.00
OPEN 47.00
CLOSE 49.25
VOLUME 2424
52-Week high 156.10
52-Week low 33.30
P/E 37.28
Mkt Cap.(Rs cr) 281
Buy Price 48.30
Buy Qty 525.00
Sell Price 49.75
Sell Qty 50.00

Future Market Networks Ltd. (FMNL) - Director Report

Company director report

Dear Members

The Board of Directors of your Company (the Company/FMNL) hereby submits the report ofthe business and operations along with the audited financial statements for the financialyear ended March 31 2017.

Financial Results:

a) Standalone

(Rs. in lakhs)
Particulars Year Ended March 31 2017 Year Ended March 312016
Revenue from Operations 8250.06 8077.99
Other Income 3383.53 2740.44
Total Income 11588.59 10818.43
Personnel Cost 467.63 440.10
Cost of units sold 384.66 261.18
Operating and other expenses 6275.38 5929.81
Total Expenditure 7127.67 6631.09
Profit before Interest Depreciation and Tax 4460.92 4187.34
Less: Interest 4200.32 4606.62
Less: Depreciation 2613.89 2682.74
Profit/(Loss) before Taxation (2353.29) (3102.02)
Less: Exceptional Item - -
Less: Provision for taxation - -
Less: Deferred Tax 52.8 (6697.26)
Profit (Loss) after Taxation (2406.09) 3595.24

 

b) Consolidated (Rs. in lakhs)
Particulars Year Ended March 31 2017 Year Ended March 312016
Revenue from Operations 8699.57 8914.2
Other Income 3307.19 2624.68
Total Revenue 12006.76 11538.88
Cost of units sold 384.66 261.18
Personnel Cost 467.63 440.10
Operating and other expenses 6390.32 5245.2
Total Expenditure 7242.61 5946.48
Profit before Interest Depreciation and Tax 4764.15 5592.4
Less: Interest 4360.59 5562.97
Less: Depreciation 2735.08 3236.72
Profit/Loss before Taxation (2331.52) (3207.29)
Exceptional Item - -
Profit on sale of investment in equity instruments of associates/subsidiaries - 6941.17
Share of net profit of associates and joint ventures accounted by using equity method 118.94 (14.23)
Less: Provision for taxation 1.81 12.28
Less: Deferred Tax 76.88 (6649.25)
Profit/(Loss) after Taxation from continuing operation (2291.27) 10356.62
Profit /(Loss) from discontinued operation (398.76) -
Profit/(Loss) for the year (2690.03) 10356.62

Notes:

The above figures are extracted from the standalone and consolidated financialstatements as per Indian Accounting Standards (Ind AS). For the purpose of transition toInd AS the Company has followed the guidance prescribed in Ind AS 101 First TimeAdoption of Indian Accounting Standards with April I 2015 as the transition date andIGAAP as the previous GAAP.

Indian Accounting Standards:

The Ministry of Corporate Affairs (MCA) vide its Notification dated February 16 2015notified the Indian Accounting Standards (Ind AS) applicable to certain classes ofcompanies. Ind AS has replaced the existing Indian GAAP prescribed under section 133 ofthe Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014.

Ind AS is applicable to the Company from April 1 2016 with transition date of April1 2015 and IGAAP and previous GAAP.

The following are the areas which had an impact on account of transition to Ind As:

i. Business combinations including recording of intangibles and deferred taxes andaccounting of common control transactions.

ii. Measurement of financial liabilities at amortized cost.

iii. Fair valuation of certain financial instruments.

iv. Employee costs pertaining to defined benefit obligations.

v. Actuarial gain/ (loss) on employee defined benefit funds recognized in otherComprehensive Income.

vi. Fair Valuation of Equity Investments other than Investments in SubsidiariesAssociates and Joint Ventures.

vii. Discounting of certain long term liabilities.

viii. Share based payments.

The reconciliations and descriptions of the effect of the transition from IGAAP to IndAS have been provided in Note 37 in the notes to accounts in the standalone andconsolidated financial statements.

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.

Dividend:

Your Directors have not recommended any dividend on account of losses incurred duringthe financial year ended March 312017. Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations) with regard toformulation of Dividend Distribution Policy are not applicable to our Company.

Transfer to reserves:

In view of losses incurred during the year under review your Directors have notrecommended transfer of any amount to reserves during the financial year under review.

Disclosures under section 134(3)(l) of the Companies Act 2013:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

Particulars of loans guarantees investments and securities:

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note No. 34 to the standalone financial statement).

Internal Controls:

The Company has robust internal control systems and procedures commensurate with itsnature of business which meets the following objectives:

• providing assurance regarding the effectiveness and efficiency of operations;

• efficient use and safeguarding of resources;

• compliance with policies procedures and applicable laws and regulations; and

• transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions andactivities to ensure that systems and procedures are followed across all areas.

The Audit Committee of Directors of the Company regularly reviews the adequacy ofinternal control systems through such audits. The Internal Auditor reports directly to theAudit Committee.

The Company also has a budgetary control system to monitor expenditure against approvedbudgets on an ongoing basis.

Internal Financial Control and its adequacy:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's Policies the safeguardingof its assets the prevention and the detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

Risk Management

The Board of Directors of the Company has formulated a Risk Management Policy whichaims at minimizing the risk and enhancing the value.

The risk management approach is based on a clear understanding of the variety of risksthat the organization faces disciplined risk monitoring and measurement and continuousrisk assessment and mitigation measures.

Share Capital:

The Authorized Share Capital of the Company is Rs.903100000/- divided into90260000 equity shares of Rs.10/- each and 5000 Preference Shares of Rs.100/- each.

The paid up share capital of the Company as on March 31 2017 is Rs.562912810/-divided into 56291281 equity shares of Rs.10/- each.

During the year under review the Company had allotted 120125 equity shares onDecember 14 2016 for a total consideration of Rs.1441500/- under Future Market NetworksLimited-Employee Stock Option Scheme-2012.

Consolidated Financial Statements:

As per Regulation 33 of the Listing Regulations and applicable provisions of theCompanies Act 2013 ("the Act") read with the rules issued thereunder theConsolidated Financial Statements of the Company for the financial year 2016-17 have beenprepared in compliance with applicable accounting standards and on the basis of auditedfinancial statements of the Company unaudited financial statements.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of Listing Regulations the CashFlow Statement for the year ended March 312017 has been provided in the Annual Report andwhich forms part of this report.

Management's discussion & analysis

The Management Discussion and Analysis Report on the operations of the Company asrequired under Regulation 34 of the Listing Regulation is provided in a separate sectionand forms an integral part of this Report.

Subsidiaries and Associates.

At the beginning of the year we had 5 subsidiaries and 3 Associates. As on March312017 the Company has the following Subsidiaries and joint ventures:

Sr. No. Name of the Subsidiary Name of the Joint Venture
1 Aashirwad Malls Private Limited Future Retail Destination Limited
2 Suhani Mall Management Co. Pvt. Ltd Riddhi Siddhi Mall Management Pvt Ltd
3 Future Trade Markets Private Limited Utility Developers Private Limited
4 Star Shopping Centres Private Limited
5 Sun City Properties Private Limited

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared consolidatedfinancial statements of the Company which forms part of this Annual Report. Further astatement containing the salient features of the financial statement of our subsidiariesin the prescribed format AOC-1 is appended as Annexure-A to the Board Report. TheStatement also provides the details of performance and financial positions of each of thesubsidiaries.

During the period under review the Company had acquired 100% equity share capital ofNaman Mall Management Company Private Limited (Naman) which owns a shopping mall cumentertainment center at Indore with a total leasable area of 18761.78 sq. mts on June 222016. However considering the unexpected delay in the project the Company vide a SharePurchase Agreement dated March 30 2017 sold the entire investment in Naman to with OliveCommercial Company Limited for a consideration of Rs.20000000/- (Rupees Two CroresOnly) in compliance of section 180 and other applicable provisions of the Act.

In accordance with Section 136 of the Act the audited financial statements includingthe consolidated financial statements and related information of the Company and auditedaccounts of each of its subsidiaries are available on our website www.fmn.co.in. Thesedocuments will also be available for inspection till the date of AGM during business hoursat our registered office at Mumbai.

Particulars of Employees and other additional information

The ratio of the remuneration of each whole-time director and key managerial personal(KMP) to the median of employee's remuneration as per section 197(12) of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forms part of the Board's Report under Annexure ‘B'.

Additionally statement containing the names of employees in terms of remunerationdrawn as per the ceiling stipulated in terms of Rule 5 (2) (ii) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of Annexure ‘B'.

Disclosure relating to Employee Stock Option Scheme

i. Future Market Networks Limited-Employee Stock Option Scheme 2012

The Company has formulated Future Market Networks Limited-Employee Stock Option Scheme2012 (FMNL-ESOS 2012). The Scheme is in Compliance with SEBI (Share Based EmployeeBenefits) Regulations 2014 as amended from time to time ("SEBI Employee BenefitsRegulations") and there has been no material changes to the aforesaid Plan during thefinancial year under review. Particulars of Employee Stock Optionsgranted/vested/exercised during the year are given in Annexure ‘C' to this report.

ii. Future Market Networks Limited-Employee Stock Option Scheme 2016

Pursuant to the approval granted by the shareholders at the eight Annual GeneralMeeting held on September 20 2016 your Company has formulated Future Market NetworksLimited-Employee Stock Option Scheme 2016 (FMNL-ESOS 2016). The Scheme is in Compliancewith SEBI (Share Based Employee Benefits) Regulations 2014 as amended from time to time("SEBI Employee Benefits Regulations").

The Company has not yet granted the options. BSE Limited and National Stock Exchange OfIndia Limited have issued in principal approval for the aforesaid scheme.

The Statutory Auditors of the Company i.e. M/s. Viren Gandhi & Co have certifiedthat implementation of all the above ESOP Schemes/ Plan is in accordance with theerstwhile SEBI ESOP Guidelines 1999 the SEBI (Share Based Employees Benefits)Regulations 2014 as applicable and the resolutions passed by the Members at therespective General Meetings approving the ESOP Schemes/Plan.

Corporate Governance

Corporate Governance is about maximizing shareholder value legally ethically andsustainably. At FMNL the goal of corporate governance is to ensure fairness for everyshareholder. We believe sound corporate governance is critical to enhance and retaininvestor trust. Our Board exercises its fiduciary responsibilities in the widest sense ofthe team. We also endeavor to enhance long-term shareholder value and respect minorityrights in all our business decisions.

Certificate on Corporate Governance

As per Regulation 34 (3) read with Schedule V of the Listing Regulation the auditor'scertificate on corporate governance is enclosed as Annexure ‘D' to the Board'sreport. The auditor's certificate for financial year 2017 does not contain anyqualification reservation or adverse remark.

Secretarial Auditor and Secretarial Audit Report

In terms of the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. AlwynD'Souza of Alwyn D'Souza & Company Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 201617. The Secretarial AuditReport for the financial year 2016-2017 is annexed herewith as Annexure ‘E' and formspart of this report. The report does not contain any qualification reservation or adverseremark.

Extract of Annual Return

In accordance with Section 92 (3) of the Act an extract of the Annual Report inprescribed format in form MGT-9 is attached as Annexure ‘F'.

Board diversity

The Company recognizes and embraces the importance of a diverse board in success. Webelieve that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experiences cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitewww.fmn.co.in.

Disclosures related to Board Committees and Policies Meetings of Board

The Board met Five (5) times during the financial year 2016 -17. The meeting detailsare provided in the Corporate Governance Report that forms part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theAct.

Audit Committee

The Audit Committee comprises of Mr. Vijai Singh Dugar Mr. Somayajulu AyyannaKodukula Independent Directors and Mr. Rajesh Kalyani Non-Executive Director. Fivemeetings of the Committee were held during the year. For further details please referCorporate Governance Report forming part of the Annual Report.

During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board. There were no instances where the Board has not accepted anyrecommendation of the Audit Committee.

Details of Committees of the Board of Directors along with their terms of referencecomposition and meetings held during the year under review are provided separately in theCorporate Governance Report which forms part of this Annual Report.

Directors

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of March 31 2017 the Board had 5 members 3of whom were Independent 1 Non-Executive and 1 Managing Director.

Re-appointment

In terms of the provisions of the Act and in terms of the Memorandum and Articles ofAssociation of the Company Mr. Rajesh Kalyani retires by rotation at the ensuing AnnualGeneral Meeting and being eligible seeks re-appointment. The Board recommends hisre-appointment.

The brief resume and other information as required under Regulation 36 (3) of ListingRegulations relating to Mr. Rajesh Kalyani forms part of the Notice of ensuing AnnualGeneral Meeting. None of the Directors are disqualified for appointment/reappointmentunder Section 164 of the Act.

In accordance with the provisions of Section 149 of the Act read with applicableclauses of Listing Regulations your Board of Directors recommend the re- appointment ofMr. Vijai Singh Dugar as Independent Directors for a further term of 5 (five) consecutiveyears commencing from September 18 2017 to September 16 2022.

The Company has received Notice under Section 160 of the Act from members signifyingtheir intention to propose Mr. Vijai Singh Dugar as a candidate for the office ofIndependent Director at the ensuing Annual General Meeting.

The Company has also received the requisite disclosures/declarations from Mr. VijaiSingh Dugar as required under Section 149 and other applicable provisions of the Act.

Profile of all these Directors has been given in the Report on the Corporate Governanceas well as in the Explanatory Statement to the Notice of the ensuing Annual GeneralMeeting of the Company.

Declarations by Independent Directors

The Company has received necessary declarations from each Independent Director underSection 149 (7) of the Act that he /she meets the criteria if as specified under Section149 (6) of the Act and Regulation 16 (1) (b) of the Listing Regulations.

Policy on Director's Appointment and Remuneration

The policy of the Company on director's appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Act isavailable on our website at www.fmn.co.in.

There has been no change in the policy since last fiscal. We affirm that theremuneration paid to directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company.

Board Evaluation

Listing Regulation mandates that the Board shall monitor and review the evaluationframework. The frame work includes the evaluation of directors on various parameters.

The Act states that a formal annual evaluation needs to be made by the Board of itsown performance and that of its committees and individual directors. Schedule IV of theAct states that the performance evaluation of independent directors shall be done by theentire Board of Directors excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and frame work adopted by the Board. The evaluation process has been explained inthe Corporate Governance report.

Familiarization program for independent directors

At the time of the appointment of an independent director the Company issues a formalletter of appointment outlining his/her role function duties and responsibilities. Theletter of appointments issued to independent directors is available on our website atwww.fmn.co.in

Code of conduct for prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to befollowed and disclosure to be made while dealing with shares of the Company as well asthe consequences of violation. The policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website viz. www.fmn.co.in.

Listing

The Company has entered into Listing Agreement with BSE Limited (BSE) and The NationalStock Exchange of India Ltd. (NSE) in terms of the Listing Regulations and the listing feefor the year 2017-18 has been paid.

The Company has entered into necessary agreements with the Central Depository Services(India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing theDepository services.

Director's Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair values the provisions of the Act (tothe extent notified) and guidelines issued by the Securities and Exchange Board of India(SEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules

2016. The Company has adopted all the Ind As standards and the adoption was carried outin accordance with applicable transition guidance.

The directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 312017 and of the profit and loss ofthe Company for that period;

c) they have taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Audit Reports and auditors

The Auditors' Report for fiscal 2017 does not contain any qualification reservationor adverse remark. The Auditor's Report is enclosed with the financial statements in thisAnnual Report.

Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Viren Gandhi & Co Chartered Accountants theStatutory Auditors of the Company have been appointed for a term of 3 years. Howevertheir appointment as Statutory Auditors of the Company shall be required to be ratified bythe Members at the ensuing Annual General Meeting. The Company has received a confirmationfrom the said Auditors that they are not disqualified to act as the Auditors and areeligible to hold the office as Auditors of the Company. Necessary resolution forratification of appointment of the said Auditors is included in the Notice of AGM forseeking approval of members.

Particulars of Contracts or Arrangement with Related Parties

All Related Party Transactions that were entered into during the financial year were onarm's length and were in the ordinary course of business. All Related Party Transactionswere placed before the Audit Committee of the Board of Directors for their approval. TheAudit Committee has granted omnibus approval for Related Party Transactions as per theprovisions and restrictions contained in the erstwhile Listing Agreement and ListingRegulations.

There are no material significant RPTs made by the Company which may have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC -2 isnot required. The Board has approved and adopted Policy on Related Party Transactions andthe same is uploaded on the Company's website at www.fmn.co.in.

The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions. The Policy is available on the Company'swebsite www.fmn.co.in.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 has been furnished.

Disclosure relating to sweat equity share

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 has been furnished.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.

Disclosure of Orders passed by Regulators or Courts or Tribunal

No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company's operationsin future other than the Arbitration proceedings before the sole Arbitrator appointed bythe Hon'ble High Court of Calcutta in respect of disputes arose out of termination of alicense agreement related to a shopping mall the Arbitrator has awarded a net amount ofRs.129052379/- (Rupees Twelve Crore Ninety Lakhs Fifty Two Thousand Three HundredSeventy Nine Only) to the Claimant after allowing certain counter claims of the Company.

However the Company filed a petition under section 34 of Arbitration and ConciliationAct 1996 challenging the arbitration award before the Hon'ble High Court Calcutta. TheClaimant also challenged the award by filing a petition under section 34. The matters arepending before the Hon'ble High Court Calcutta.

Detection of Fraud

No Fraud has been reported by the auditor's viz. statutory and internal auditors to theAudit Committee or the Board in terms of sub-section (12) of Section 143 of the Act.

Deposits from Public

Your Company has not accepted any deposits from the public during the year underreview within the ambit of Section 73 and 74 of the Act read with Companies (Acceptanceof Deposits) Rules 2014.

Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. We follow a gender-neutral approach in handling complaints ofsexual harassment and we are compliant with law of the land. We have also constituted aninternal committee to consider and address sexual harassment complaints in accordance withthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. All employees (permanent contractual temporary trainees) are covered under thispolicy.

During the year 2016-17 no complaints were received by the Company related to sexualharassment.

Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Regulations includes an Ethics & Compliance Task Forcecomprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or a letter to the Task Force or to the Chairman of theAudit Committee. The Policy on vigil mechanism and whistle blower policy may be accessedon the Company's website viz. http://fmn.co.in/investor-relations/policies.html.

Unclaimed shares

In respect of share certificates sent to shareholders and returned undelivered theCompany had already initiated the process of sending reminders to concerned shareholders.After completing the process unclaimed shares if any will be transferred to"Unclaimed Suspense Account" as per the procedure laid down under ListingRegulations.

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

The particulars as prescribed under sub-section (3) (m) of Section 134 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are enclosed as Annexure‘G' to the Board's Report.

Acknowledgement:

The Board appreciates and places on record the contribution made by the employeesduring the year under review. The Board also places on record their appreciation of thesupport of all stakeholders particularly shareholders customers bankers suppliers andbusiness partners.

Cautionary Note

The statements forming part of the Director's Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performance or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.

For and on behalf of Board of Directors

Vijai Singh Dugar Sunil Biyani
Place : Mumbai Chairman Managing Director
Date : July 26 2017 DIN: 06463399 DIN: 00006583

Addendum to Director's Report

The Directors Report for the financial year 2016-17 was approved by the Board ofDirectors at their meeting held on July 26 2017. The board of directors at their meetingheld on August 14 2017 considered and approved the following:

Appointment of Whole-Time Director

Mr. Pramod Arora has been appointed as Additional Director on the Board on August 142017 and subsequently designated as Whole Time Director for a period of 3 (Three) yearssubject to the approval of the Shareholders at the ensuing Annual General Meeting.

The relevant details including profile of Mr. Pramod Arora as required under Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. isincluded separately in the Notice calling the 9th Annual General Meeting of theShareholders.

The Company has received Notice under Section 160 of the Act from members signifyingtheir intention to propose Mr. Pramod Arora as a candidate for the office of Director atthe ensuing Annual General Meeting.

The Board recommends his appointment.

For and on behalf of Board of Directors

Vijai Singh Dugar Sunil Biyani
Place : Mumbai Chairman Managing Director
Date : August 14 2017 DIN: 06463399 DIN: 00006583

Annexure ‘G' to the Board's Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134 (3) (m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]

A. CONSERVATION OF ENERGY

a) Energy Conservation Measures Taken

b) Additional investments and Proposals if any being implemented for reduction ofconsumption of energy and

c) Impact of measures at (a) & (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods.

Disclosure for (a) to (c):

The operations of the Company do not involve high energy consumption. However theCompany has been laying great emphasis on the Conservation of Energy and has taken severalmeasures including regular monitoring of consumption implementation of viable energysaving proposals improved maintenance of systems etc.

d) Particulars of Energy consumption etc in respect of specified industries.

The disclosure on particulars regarding consumption of energy etc are not applicable tothe Company since industry to which the Company belongs is not covered under the scheduleprescribed by the said Rules.

B. TECHNOLOGY ABSORPTION

The particulars regarding absorption of technology is given below as per Form B of theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.

Research and Development (R & D):

1. Specific areas in which R&D is carried out by the Designing of Shopping malls and mixed use projects as per the best industry standards are the areas in which general research and development work is carried out by the Company.
Company:
2. Benefits derived as a result of the above R & D
3. Future Plan of Action
4. Expenditure on R & D
a. Capital
b. Recurring
c. Total
d. Total R & D expenditure as a percentage of total turnover Included in the project cost.

Technology absorption adaptation and innovation:

1. Efforts in brief made towards technology absorption adaptation and innovation Nil
2. Benefit derived as a result of the above efforts e.g. product improvement cost reduction product development import substitution etc. Nil
3. In case of Imported Technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished:
a) Technology Imported
b) Year of Import
c) Has technology been fully absorbed Nil
d) If not fully absorbed areas where this has not taken place reasons therefore and future plan of action Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in lakhs)
Current Year Previous Year
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo Nil Nil