Board of Directors 1

Directors’ Report 2

Report on Corporate Governance 12

Management Discussion and Analysis 49

Auditors’ Report 52

Balance Sheet 56

Statement of Profit and Loss 57

Cash Flow Statement 58

Notes to the Financial Statements 59

Consolidated AccountsAuditors’ Report 73

Balance Sheet 74

Statement of Profit & Loss 75

Cash Flow Statement 76

Notes to the Financial Statements 77

BOARD OF DIRECTORS

Mr. Prem Adip Rishi Managing Director

Mr. Rakesh Gupta Whole Time Director &Chief Financial Officer

Mr. Praveen Kumar Whole Time Director

Mr. Vinod Kumar Malik Independent Director

Mr. Vijay Kumar Sood Independent Director

Mrs. Kalpana Gupta Independent Director

Ms. Chetna Tyagi Company Secretary

Statutory AuditorsM/s Arun Kishore & Co.Chartered Accountants, New Delhi

BankersCanara BankUCO BankDena BankIFCI LimitedIFCI Factors LimitedSICOM Limited

Registered Office1201 B, 12th Floor,Hemkunt Chamber,89 Nehru Place,New Delhi-110019

Corporate OfficeMVL iPark, 6th Floor,Near Red Cross Society,Chandan Nagar, Sector-15 (II),Gurgaon – 122001 Haryana (India)

Registrars and Share Transfer AgentsAlankit Assignments Limited,205-208, Anarkali Complex,Jhandewalan Extension,New Delhi-110055Ph: 42541234, 23541234Fax: 91-11-42541967E-mail: info@alankit.com

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DIRECTORS’ REPORTTo the Members

Your Directors are pleased to present the Eighth Annual Report and Company’s Audited Financial Statement for the Financial Yearended 31st March, 2015.

1. FINANCIAL RESULTS

The company’s financial performance, for the year ended March 31st, 2015 is summarized below :

(Rs. In lacs)

Particulars Year ended Year ended31.03.2015 31.03.2014

Total Income 4147.88 7200.46

Profit from Ordinary activities before Exceptional Item 55.16 52.81Profit from Ordinary activities before Tax 55.16 52.81Less: Provision for Tax

Current Tax 15.00 25.00Deferred Tax - (5.41)

Profit from Ordinary activities after Tax 40.16 33.22Add: Write back of Excess Provisions (14.43) (788.24)

Net Profit for the period from Ordinary activities after Tax 54.59 821.46

Net Profit for the period 54.59 821.46

2. FINANCIAL OUTLOOK AND OPERATIONS

The Standalone revenue from operations of the Company for year ended March 31, 2015 was down by 42.39% to Rs.4147.88 Lacs. The decline in turnover reflects volatile market conditions in real estate during the year. Standalone Profitbefore Tax increased by 4.45% on a year on year basis from Rs. 52.81 Lacs to Rs. 55.16 Lacs. Standalone Profit after Taxwas higher by 20.89% at Rs. 40.16 Lacs as against Rs. 33.22 Lacs in the previous year. There was some delay in getting theapprovals from competent authorities and therefore some prominent projects of the Company could not be started on time.However, your Company will witness a growth oriented year 2015 as many new projects will commence during the year astheir statutory approvals are likely to be obtained within current financial year.

The Consolidated revenue from operations of the Company for year ended March 31, 2015 was down by 42.39% to Rs.4147.88 Lacs. Consolidated Profit before Tax increased by 4.98% on a year on year basis from Rs. 51.61 Lacs to Rs. 54.18Lacs.

3. PRESENT STATUS OF BANK LOANS

(i) During the year, Canara Bank has declared the loan account as NPA. The Company has objected to the said classificationbecause it is in contravention to the guidelines issued by Reserve Bank of India, and has invoked the arbitration clause.The matter is pending for adjudication.

(ii) UCO Bank has declared the loan account as NPA and has filed application under Section 19(4) of the Recovery ofDebts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-II, Delhi vide applicationdated 10.7.2014 for recovery of Rs. 43.62 crores along with interest upto the date of payment. UCO Bank has alsoissued notice dated 5.3.2014 under Section 13 (2) of Securitization and Reconstruction of Financial Assets & Enforcement

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of Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs. 40.00 crores along with furtherinterest up to the date of payment. The issue of notice under SARFAESI Act, 2002 has been challenged by the companyvide letter dated 6.5.2014.

(iii) Dena Bank has declared the loan account as NPA and company’s restructuring proposals is under consideration of theBank.

(iv) IFCI Ltd has declared the Loan Account as NPA and has filed application under section 19(4) of the Recovery of Debtsdue to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-I Delhi vide application dated19.12.2012 for recovery of Rs. 49.24 crores along with interest upto the date of payment. IFCI Ltd has also issuednotice dated 8.12.2014 under section 13(4) of SARFAESI Act, 2002 claiming their dues, and the same has been challengedby the company under section 17 before DRT Jaipur. An interim stay has been granted by DRT Jaipur vide its Orderdated 11.02.2015.

4. DIVIDEND

Keeping in view the future growth plans of the Company and requirement of fund for such plans, the directors of yourCompany do not recommend any dividend for the year under review.

5. FIXED DEPOSITS

The Company has not accepted any public deposit and as such, no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Kalpana Gupta and Mr.Vijay Kumar Sood, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligiblehave offered themselves for re-appointment.

During the year under review, Mr. Vinod Kumar Khurana has ceased to exist as Director of the Company w.e.f. 12th January,2015. Mr. Vinod Kumar Malik has also resigned from directorship of the Company w.e.f 22nd March, 2015 and again hasbeen appointed as Additional Director of the Company w.e.f. 23rd March, 2015. It is also proposed to appoint him as IndependentDirector and a resolution is proposed for approval of shareholders.

During the year under review, Mr. Rakesh Gupta has been re- designated as Whole Time Director & Chief Financial Officerof the Company with effect from 1st February, 2015.

In terms of Section 149(7) of the Companies Act, 2013, Mr. Vijay Kumar Sood, Mr. Vinod Kumar Malik and Mrs. KalpanaGupta, Independent Directors of the Company have given declarations to the Company to the effect that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Brief resumes of Directors proposed to be appointed or re-appointed, nature of their expertise in specific functional areas,names of Companies in which they hold directorships and their memberships/ chairmanships on Board Committees ofvarious Companies, have been provided in the Corporate Governance Report. However, brief resume of Mr. Rakesh Guptare- designated as Whole Time Director & Chief Financial Officer of the Company, as required under Clause 49 of the ListingAgreement and Companies Act 2013, forms part of the Notice convening the AGM.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards havebeen followed alongwith proper explanation relating to material departures;

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b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.

8. POLICIES OF THE COMPANY

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and otherindividual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilitiesin the Company, nature of the industry in which the Company operates, business model of the Company and related mattersare put up on the website of the Company at www.mvl.in.

The following policies of the Company are attached herewith marked as Annexure I and Annexure II:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

9. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report andattached as Annexure III. The requisite certificate from Mr. V. Ramasamy, Proprietor of V. Ramasamy & Co., a firm ofPracticing Company Secretary (Membership No. FCS 6191, C.P. No. 6618) confirming compliance with the conditions ofcorporate governance is attached to the report on Corporate Governance.

10. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreementwith the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

11. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in theordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Companyon materiality of related party transactions.

Your Directors draw attention of the members to Note 45 to the financial statement which sets out related party disclosures.

In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014,the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, inthe prescribed Form AOC.2 are attached as Annexure - IV to this Report.

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12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The Company has four wholly owned Subsidiaries, namely MVL Developers Limited, Creative Pools Developers PrivateLimited, Parisar Property Developers Private Limited and Udyan Horticultures Private Limited as on 31st March, 2015. TheCompany has no Joint Venture Company. The Company has two Associate Companies, namely Falcon TechnosystemsLimited and Shri Tirupati Balaji Electronics Private Limited. There has been no material change in the nature of the businessof the subsidiaries and Associate Companies.

A report on the performance and financial position of each of the Subsidiaries and Associates Companies as per the CompaniesAct, 2013 is provided in the prescribed Form AOC.1 as Annexure A to the Consolidated Financial Statement.

The Company is also presenting its Audited Consolidated Financial Statements, which form part of the Annual Report asrequired by the Listing Agreement with the stock exchanges.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circulardated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss andother documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financialdetails of the Company’s subsidiaries for the financial year ended March 31, 2015 is included in the Annual Report.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of thefinancial year to which this financial statements relate on the date of this report

15. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. The details inrespect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which formspart of this report.

16. PARTICULARS OF EMPLOYEES

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – V to this Report.

However, information as per Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is not given in this Report, as no employee of your Company is covered as per provisions contained therein.

17. AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, who are the Statutory Auditors of the Company, holds office till the conclusionof the forthcoming Annual General Meeting and is eligible for re-appointment. They have confirmed their eligibility to theeffect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the CompaniesAct, 2013 and that they are not disqualified for re-appointment. Your Board recommends ratification of their appointment forthe Financial Year 2015-16.

18. AUDITORS’ REPORT

Point no. 4 of Auditor Report per se is the opinion of the Auditor on certain points of notes to accounts attached to thefinancial statement for the period ended 31.03.2015. Since notes to accounts are part of financial statement prepared by theCompany, the Company in the relevant points has explained the each situation which has arisen this time. The relevantclauses of notes to accounts alongwith Board’s response is as follows:-

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i. Note No. 37 regarding non availability of confirmations in respect of some of the debit and/or credit balances: TheBoard is of the view that the company has its own internal audit system to monitor the reconciliations periodically;hence confirmations of all outstanding balances at the year end are not taken.

ii. Note No. 38 regarding non provision of penal interest on loans declared as NPA: The Banks & Financial Institutionsare not providing interest on NPA Loans as per prudential norms of Reserve Bank of India. These loans are undersettlement/restructuring with the Banks/Financial Institutions. Therefore, the Board is of the opinion that interestand penal interest will be booked after such settlement/ restructuring only. The Board has decided to follow uniformpolicy on this matter w.e.f. 1st April, 2014.

iii. Note No. 39 regarding non provision of interest with retrospective effect from 01.04.2014 vide Board Resolutiondated 17.02.2015 on loans from banks and financial institutions declared as Non Performing Account (NPA): TheBoard is of the opinion that as a result of non provision of said interest of Rs.32,39,14,890/- payable on NPAAccount as per last agreed terms : -

a) Revenue from operation has been understated by Rs. 26,14,60,650/- arising out of percentage of completion(POC) method of accounting, due to non-capitalization of interest directly attributable to project work-in-progress.

b) Loss from operation has been understated by Rs. 6,24,54,240/-on account of non provision of interest ofRs.32,39,14,890/- and short booking of sales by Rs. 26,14,60,650/-.

iv. Note No. 40 regarding non provision of advance to an associate company considered doubtful of recovery and nonprovision of interest on the said loan: The said loan was agreed to be provided to related company during financialyear 2013-14, to clear their urgent liabilities towards Banks/ Financial Institutions. The Board is of the view that theCompany is hopeful for their recovery during the ensuing year, so no provision has been created.

19. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Manoj Sharma, Partner, RSMV & Co., Company Secretaries (Membership No. FCS 7516 andC.P. No. 11571), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financialyear ended March 31, 2015 is annexed herewith and marked as Annexure VI to this Report.

The observations of Secretarial Auditor are self-explanatory except their remark on the below points alongwith Board’sresponse is as follows:-

i. The company has granted loan to its related company. The company did not charge any interest from the relatedcompany : The Board is giving their explanation to the same in their report to the shareholders at S.No. 18. iv above.

ii. The Report of the Statutory Auditors on the Financial Statement for the Financial Year 2014-15 is qualified on the basisof the Notes on Accounts (37, 38, 39 and 40): The Board is giving their explanation to the same in their report to theshareholders at S.No. 18. i to 18.iv above.

iii. PF for the months of February 2015 & March 2015 and ESI for the months of January 2015 to March 2015 are yet to bepaid to the authorities: The Board explains that however, there are some delays in depositing PF and ESI during theyear, but all liabilities pertaining to PF and ESI will be cleared very shortly.

iv. During the year Security Exchange Board of India (SEBI) has passed an order dated 19.12.2014 declaring violation ofcollective investment scheme for not taking advance permission in respect of collection received for IBC, Gurgaonproject in terms of Section 11AA of SEBI ACT: The Board explains that the company has challenged the said order,requiring the company to refund the total collection by filling an appeal before Securities Appellate Tribunal (SAT),which is pending for the final adjudication.

v. There are disputes with Income Tax Authorities, the proceedings of which are at various stages: The Board is of theopinion that observation on this point is based on the facts and need no comments from the Board.

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vi. Status of Bank Loans: The Board is of the opinion that observation on this point is based on the facts and need nocomments from the Board.

vii. There are 151 cases initiated by and against the company under the different Acts: The Board is of the opinion thatobservation on this point is based on the facts and need no comments from the Board.

20. MEETINGS OF THE BOARD

Sixteen (16) meetings of the Board of Directors were held during the year, the details of which are given in the CorporateGovernance Report that forms part of this Annual Report. The intervening gap between any two meetings was within theperiod prescribed by the Companies Act, 2013.

21. EXTRACT OF ANNUAL RETURNThe extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Managementand administration) Rules, 2014 furnished in Form MGT-9 is annexed herewith as Annexure VII.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISMAs per the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of theBoard and its Powers) Rules, the Audit Committee consists of the following members:a. Mrs. Kalpana Guptab. Mr. Vijay Kumar Soodc. Mr. Rakesh Gupta

The above composition of the Audit Committee consists of Independent Directors viz., Mrs. Kalpana Gupta and Mr. VijayKumar Sood who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed bythe employees and other Directors. The Company has also provided adequate safeguards against victimization of employeesand Directors who express their concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

23. STAKEHOLDERS RELATIONSHIP COMMITTEEIn compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has set up a Stakeholders RelationshipCommittee comprising of Mrs. Kalpana Gupta (Chairman), Mr. Prem Adip Rishi and Mr. Vijay Kumar Sood as other Members.The details of the Committee are furnished at S.No. 3(b) of Report of Corporate Governance of this Annual Report.

24. NOMINATION AND REMUNERATION COMMITTEEIn compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has set up a Nomination andRemuneration Committee comprising of Mrs. Kalpana Gupta (Chairman), Mr. Vinod Kumar Malik and Mr. Prem Adip Rishi asother Members. The details of the Committee are furnished at S.No. 3(c) of Report of Corporate Governance of this AnnualReport.

25. CONSERVATION OF ENERGYDisclosure of particulars with respect to conservation of energy and technology absorption are not applicable to the Company.

26. RESEARCH AND DEVELOPMENTSince the market scenario and technologies are changing rapidly, Research and Development (R&D) is important to ensurethat Company increases its market share. The Company has always attempted to use the latest and advanced technologyfor its product lines, but keeping pace with current technological developments is becoming difficult for want of capital. Theslow down in the economy and higher interest costs has also deterred the further research and development activities of thecompany to keep it abreast with the current technological changes.

27. FOREIGN EXCHANGE EARNING AND OUTGO

a) Foreign Exchange Earnings Rs. Nilb) Foreign Exchange Outgo

For Traveling Rs. 1.87 lacs

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28. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituteda risk management committee. The details of the committee and its terms of reference are set out in the corporate governancereport forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

29. ENVIRONMENT AND SAFETYThe Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requiresconduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations andpreservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Companyhas formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodgingcomplaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaintswere reported to the Board.

30. SIGNIFICANT AND MATERIAL ORDERS BY ANY COURTS OR TRIBUNALS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concernstatus and company’s operations in future.

However, during the year Securities and Exchange Board of India (SEBI) has passed an order dated 19.12.2014 declaringviolation of Collective Investment Scheme for not taking advance permission in respect of collection received for IBC,Gurgaon project in terms of section 11AA of SEBI Act. The company has challenged the said order, requiring the company torefund the total collection by filling an appeal before Securities Appellate Tribunal (SAT), which is pending for final adjudication.

31. ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the continuous assistance and support received from the investors,bankers, regulatory and government authorities during the period.

Your Directors also place on record their appreciation for the contributions made by employees at various levels, to thegrowth and success of the Company.

By Order of the Board of DirectorsFor MVL Limited

Sd/- Sd/-Place: New Delhi (Prem Adip Rishi) (Rakesh Gupta)Date : 25th August, 2015 Managing Director Whole Time Director &

Chief Financial Officer

Registered Office:1201B, 12th Floor, Hemkunt Chamber,

89 Nehru Place,New Delhi-110019Tel: +91-11-41662674

E-mail: coporates@yahoo.comWebsite: www.mvl.in

CIN : L45200DL2006PLC154848

ANNEXURE I TO DIRECTORS’ REPORTPolicy for Selection of Directors and determining Directors’ independence

Policy for Selection of Directors and determining Directors’ independence

Introduction

MVL Limited (MVL) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision andpolicy approach to improve the quality of governance. Towards this, MVL ensures constitution of a Board of Directors with anappropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and dutieseffectively.

MVL recognizes the importance of Independent Directors in achieving the effectiveness of the Board. MVL aims to have an optimumcombination of Executive, Non-Executive and Independent Directors.

Scope and Exclusion:

This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualifiedto become Directors and to determine the independence of Directors, in case of their appointment as independent directors of theCompany.

Terms and References:

In this Policy, the following terms shall have the following meanings:

“Director” means a director appointed to the Board of a company.

“Nomination and Remuneration Committee” means the committee constituted by MVL’s Board in accordance with the provisionsof Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

“Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause49(II)(B) of the Equity Listing Agreement.

Policy:

i. Qualifications and criteria: The Nomination and Remuneration Committee, and the Board, shall review on an annualbasis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. Theobjective is to have a Board with diverse background and experience that are relevant for the Company’s global operations.

In evaluating the suitability of individual Board members, the Nomination and Remuneration Committee may take into accountfactors, such as: General understanding of the Company’s business dynamics, global business and social perspective;Educational and professional background, Standing in the profession; Personal and professional ethics, integrity and values;Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

The proposed appointee shall also fulfill the following requirements:

Possess a Director Identification Number; shall not be disqualified under the Companies Act, 2013; Give his written consentto act as a Director; Endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, theCommittee Meetings; Abide by the Code of Conduct established by the Company for Directors and Senior ManagementPersonnel; Disclose his concern or interest in any company or companies or bodies corporate, firms, or other association ofindividuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever thereis a change in the disclosures already made; Such other requirements as may be prescribed, from time to time, under theCompanies Act, 2013, Equity Listing Agreements and other relevant laws.

The Nomination and Remuneration Committee shall evaluate each individual with the objective of having a group that bestenables the success of the Company’s business.

ii. Criteria of Independence: The Nomination and Remuneration Committee shall assess the independence of Directors atthe time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assessdeterminations of independence when any new interests or relationships are disclosed by a Director.

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The criteria of independence, as laid down in Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is asbelow:

An independent director in relation to a company, means a director other than a managing director or a whole-time directoror a nominee director—

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoter of the company or its holding, subsidiary or associate company; (ii) who is not relatedto promoters or directors in the company, its holding, subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or theirpromoters, or directors, during the two immediately preceding financial years or during the current financial year;

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

e. who, neither himself nor any of his relatives— (i) holds or has held the position of a key managerial personnel or is orhas been employee of the company or its holding, subsidiary or associate company in any of the three financial yearsimmediately preceding the financial year in which he is proposed to be appointed; (ii) is or has been an employee orproprietor or a partner, in any of the three financial years immediately preceding the financial year in which he isproposed to be appointed, of— (A) a firm of auditors or company secretaries in practice or cost auditors of the companyor its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction withthe company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover ofsuch firm; (iii) holds together with his relatives two per cent or more of the total voting power of the company; or (iv) isa Chief Executive or director, by whatever name called, of any nonprofit organisation that receives twenty-five per centor more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate companyor that holds two per cent or more of the total voting power of the company; or (v) is a material supplier, service provideror customer or a lessor or lessee of the company.

f. shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales,marketing, administration, research, corporate governance, technical operations, corporate social responsibility or otherdisciplines related to the Company’s business.

g. shall possess such other qualifications as may be prescribed, from time to time, under the Companies Act, 2013.

h. who is not less than 21 years of age.

The Independent Directors shall abide by the “Code for Independent Directors” as specified in Schedule IV to theCompanies Act, 2013.

iii. Other directorships / committee memberships: The Board members are expected to have adequate time and expertiseand experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorshipsin other listed public limited companies in such a way that it does not interfere with their role as directors of the Company.The Nomination and Remuneration Committee shall take into account the nature of, and the time involved in a Director’sservice on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companiesin case he is serving as a Whole-time Director in any Listed Company.

A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across allcompanies in which he holds directorships. For the purpose of considering the limit of the Committees, Audit Committee andStakeholders’ Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all othercompanies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the CompaniesAct, 2013 shall be excluded.

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ANNEXURE II TO DIRECTORS’ REPORTRemuneration Policy for Directors, Key Managerial Personnel and other employees

Introduction: MVL Limited (MVL) recognizes the importance of aligning the business objectives with specific and measureableindividual objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerialpersonnel and other employees keeping in view the following objectives:

a. Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to runthe company successfully.

b. Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

c. Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the company and its goals.

Scope and Exclusion: This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommendingto the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

Terms and References: In this Policy, the following terms shall have the following meanings:

“Director” means a director appointed to the Board of the Company.

“Key Managerial Personnel” means:

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013

“Nomination and Remuneration Committee” means the committee constituted by MVL’s Board in accordance with the provisionsof Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

Policy:

Remuneration to Executive Directors and Key Managerial Personnel: The Board, on the recommendation of the Nominationand Remuneration Committee, shall review and approve the remuneration payable to the Executive Directors of the Companywithin the overall limits approved by the shareholders. The Board, on the recommendation of the Nomination and RemunerationCommittee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components: (i)Basic Pay, (ii) Perquisites and Allowances, (iii) Commission (Applicable in case of Executive Directors), (iv) Retiral benefits and v)Annual Performance Bonus.

The Annual Plan and Objectives for Executive Directors and Senior Executives shall be reviewed by the Nomination and RemunerationCommittee and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Planand Objectives.

Remuneration to Non-Executive Directors: The Board, on the recommendation of the Nomination and Remuneration Committee,shall review and approve the remuneration payable to the Non- Executive Directors of the Company within the overall limits approvedby the shareholders. Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and theCommittees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

Remuneration to other employees: Employees shall be assigned grades according to their qualifications and work experience,competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within theappropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remunerationlevels for equivalent jobs.

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ANNEXURE III TO DIRECTORS’ REPORTReport on Corporate Governance1. The Company’s philosophy on code of Governance

MVL believes on building long lasting and mutually beneficial relationship based on integrity, ethics and trust in all respect ofour business.Corporate Governance has been a high priority for us both in letter and in spirit. Our commitment to ethical and lawfulbusiness conduct is a fundamental shared value of our Board of Directors, senior management personnel and employeesand is critical to the Company’s success. Our standards for business conduct provide that we will uphold ethical and legalstandards vigorously as we pursue our financial objectives. We believe that good governance brings about sustained corporategrowth and long-term benefits for stakeholders.In line with the nature and size of operations of the Company, the Corporate Governance framework in MVL is based on thefollowing main principles:

Constitution of Board of Directors of appropriate composition and balance, comprising of an ideal mix of independentand non independent directors, all persons with the highest degree of integrity and professionalism, who dischargetheir responsibility in the best interests of the Company.Insistence on a complete adherence to a Code of Business Conduct and Ethics for Directors and Senior Management.Ensuring a timely and accurate flow of information at various organizational levels in general and to the Board and itsvarious committees in particular.Independent verification of the Company’s financial reporting systems and safeguarding integrity thereof.A sound system of risk management and internal controls with adequate safeguards and alarm systems.Compliance with all applicable laws, rules and regulations, not only in letter but also in their spirit.Fair and equitable treatment of all its stakeholders, including employees and shareholders.

2. Board of DirectorsThe present strength of the Board of Directors of the Company is six which including Chairman, comprise of two ExecutiveDirector and four Non-Executive Directors. The Composition of the Board is in conformity with the Listing Agreement. NoDirector is a member of more than 10 committees or acts as Chairman of more than 5 committees across all companies inwhich he is a Director.

a) Composition of the Board of Directors

Name of the Designation Category *Number of Number of BoardDirectors (Independent/ Directorships Committee

Non-executive/ held in other membership/Executive) Companies* chairmanship held in

other companies**

Chairman Member

Mr. Prem Adip Rishi Managing Director Promoter 9 — —Non-Executive Director

Mr. Praveen Kumar Whole-time Director Executive — — —Independent Director

Mr. Rakesh Gupta*** Whole-time Director & Executive Director 4 — 1Chief Financial Officer

Mr. Vijay Kumar Sood Director Non-Executive 2 — 1Independent Director

Mr. Vinod Kumar Khurana**** Director Non-Executive — — —Independent Director

Mr. Vinod Kumar Malik***** Director Non-Executive — — —Independent Director

Mrs. Kalpana Gupta Director Non-Executive 7 4 —Independent Director

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* Number of directorships in other companies excludes alternate directorships, directorships held in private limitedcompanies, foreign companies and in companies under section 8 of the Companies Act, 2013.

** The Committees considered for the purpose are those prescribed under Clause 49 of the Listing Agreement(s).*** Mr. Rakesh Gupta is re-designated as Whole Time Director & Chief Financial Officer of the Company w.e.f. 01/02/2015.**** Mr. Vinod Kumar Khurana has ceased to be director of the Company w.e.f. 12/01/2015.***** Mr. Vinod Kumar Malik has ceased to be director of the Company w.e.f. 22/03/2015 and again re-appointed as Additional

Director w.e.f. 23/03/2015.

b) Attendance Record of Directors

Name of the Director No. of Board No. of Board Whether attended lastmeetings held meetings AGM held on

attended 30-09-2014

Mr. Prem Adip Rishi 16 16 Yes

Mr. Praveen Kumar 16 04 Yes

Mr. Rakesh Gupta 16 16 Yes

Mr. Vijay Kumar Sood 16 06 No

Mr. Vinod Kumar Khurana* 16 08 No

Mr. Vinod Kumar Malik 16 14 Yes

Mrs. Kalpana Gupta 16 14 Yes

* Mr. Vinod Kumar Khurana has ceased to be director of the Company w.e.f. 12/01/2015.c) No. of Board Meetings held

As per Listing Agreement, the Board must meet at least four times a year with a maximum gap of not more than four monthsbetween any two meetings.

During the year, 16 Board Meetings were held on various dates as per details given below:

28.04.2014 29.05.2014 30.05.2014 16.06.2014

23.06.2014 01.08.2014 13.08.2014 25.08.2014

20.10.2014 14.11.2014 08.12.2014 10.01.2015

27.01.2015 14.02.2015 17.02.2015 30.03.2015

All material information was circulated to the directors before the meeting or placed at the meeting, including minimuminformation required to be made available to the Board under Clause 49 of the Listing Agreement. During the year, separatemeeting of the Independent Directors was held on 1st February, 2015, without the attendance of non-independent directorsand members of the management. All Independent Directors attended the said meeting.

The Company has proper systems to enable the Board to periodically review compliance reports of all laws applicable to theCompany, as prepared by the Company as well as steps taken by the Company to rectify instances of non-compliances. TheBoard reviewed compliance reports prepared by the Company on half-yearly periodicity.

d) Brief resume of Directors proposed for appointment/re-appointment

i) Mr. Prem Adip Rishi, aged 60 years is a science graduate having an experience of over three decades in various linesof businesses including real estate. Mr. Rishi has been on the board of the company since its incorporation. Thisexperience has been instrumental in establishing MVL Limited as a front line company.

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Directorship of Companies (as on 31.03.2015)

S. No. Name of the Company Position

1. Noesis Industries Limited Chairman & Managing Director

2. Falcon Technosystems Limited Director

3. Media Infrastructure Limited Director

4. Icon Satellite Limited Director

5. Anukool Films Private Limited Director

6. Media Magnetic Cassettes Limited Director

7. MVL Credits Holdings & Leasing Limited Director

8. Risbro Technical Equipments Private Limited Director

9. Media Holdings Private Limited Director

10. MVL Developers Limited Director

11. Cardinal Infratech Limited Director

12. MVL Solar Power Limited Director

13. Balaji Tirupati Property Developers Pvt. Ltd. Director

14. MVL Mega City Private Limited Director

15. Udyan Horticultures Private Limited Director

16. Parisar Property Developers Private Limited Director

17. Shiwalik Property Developers Private Limited Director

18. Creative Pools Developers Private Limited Director

19. Creative Pools Estates Private Limited Director

Shareholding in MVL Limited

Mr. Prem Adip Rishi holds 1,37,86,434 equity shares in his name as on 31st March, 2015.

ii) Mr. Praveen Kumar, aged 58 years is a post graduate in Sales & Marketing. He has to his credit over 27 years of vastexperience in various fields of Sales and Marketing. He is heading the sales and marketing department of all real estateactivities.

Directorship of Companies (as on 31.03.2015)

S. No. Name of the Company PositionNIL

Shareholding in MVL Limited

Mr. Praveen Kumar holds Nil equity shares in his name as on 31st March, 2015.

iii) Mr. Vinod Kumar Malik, aged 71 years is a retired IPS Officer and he has to his credit around 48 years of experiencein various senior Government positions. He is an expert in the law of Human Resource, Management & Development,General Administration, Dealing with Economic and Financial Frauds, Crisis Management, etc.

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Directorship of Companies (as on 31.03.2015)

S. No. Name of the Company Position

NIL

Shareholding in MVL Limited

Mr. Vinod Kumar Malik holds Nil equity shares in his name as on 31st March, 2015.

e) No. of Shares held by Non-Executive Directors

Mr. Prem Adip Rishi, Non-Executive Director of the Company was holding 1,37,86,434 equity shares of the Company as on31.03.2015.

f) Relationship between Directors inter-se

None of the Directors of the Company are related to each other.

g) Selection of Independent Directors

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respectivefield/profession, and who can effectively contribute to the Company’s business and policy decisions are considered by theNomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, interalia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held invarious committees of other companies by such persons in accordance with the Company’s Policy for Selection of Directorsand determining Directors’ independence. The Board considers the Committee’s recommendation, and takes appropriatedecision.

Every Independent Director, at the first meeting of the Board in which he/she participates as a Director and thereafter at thefirst meeting of the Board in every financial year, gives a declaration that he/she meets the criteria of independence asprovided under law.

h) Familiarisation programmes for Board Members

The Company has a familiarisation programme for Independent Directors with regard to their roles, rights, responsibilities inthe Company, nature of the industry in which the Company operates, the business models of the Company etc. and thesame is available on the website of the Company at www.mvl.in.

i) Meetings of Independent Directors

The Company’s Independent Directors meet at least once in every financial year without the presence of Executive Directorsor management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matterspertaining to the Company’s affairs and put forth their views to the Lead Independent Director. The Lead IndependentDirector takes appropriate steps to present Independent Directors’ views to the Chairman and Managing Director.

One meeting of Independent Directors was held during the year. The said meeting was held on 01.02.2015.

j) Code of Conduct

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executiveDirectors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directorsto such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance andsupport needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. -Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence.

A copy of the Code has been put on the Company’s website (www.mvl.in).The Code has been circulated to Directors andManagement Personnel, and its compliance is affirmed by them annually.

A declaration signed by the Company’s Managing Director is published in this Report.

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3. Board Committees

MVL has the following Board Committees of its Directors for the compliance with various Corporate Governance requirements:

a) Audit Committee

b) Stakeholders Relationship Committee.

c) Nomination and Remuneration Committee

d) Risk Management Committee

a) Audit Committee

Composition of the Audit Committee

The composition of Audit Committee is in conformity with the requirements of Section 177 of the Companies Act, 2013and Clause 49 of the Listing Agreement with Stock Exchanges. Members of the Audit Committee possess financial /accounting expertise / exposure.

The Audit Committee would assure to the Board, adherence of adequate internal control and financial disclosure andother acts confirming to the requirements of Listing Agreement with the Stock Exchanges.

Presently, Audit Committee comprising two non-executive and independent directors and one executive director viz.Mrs. Kalpana Gupta (Chairman), Mr. Vijay Kumar Sood (Mr. Vinod Kumar Khurana resigned from membership ofcommittee w.e.f. 12/01/2015) and Mr. Rakesh Gupta. All members of the Audit Committee have financial knowledgeand Mr. Rakesh Gupta have accounting or related financial management expertise. Company Secretary of the companyis the Secretary of the Committee.

Powers of Audit Committee

i. To investigate any activity within its terms of reference.

ii. To seek information from any employee.

iii. To obtain outside legal or other professional advice.

iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee

The role of the Audit Committee, interalia, includes the following:

i. Overseeing of the company’s financial reporting process and the disclosure of its financial information to ensurethat the financial statement is correct, sufficient and credible.

ii. Recommending the appointment, remuneration and terms of appointment of statutory auditors of the Company.

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

iv. Reviewing, with the management, the annual financial statements and auditors report thereon before submissionto the board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s reportin terms of sub-section 5 of Section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

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f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

v. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

vi. Monitoring and Reviewing, with the management, the statement of uses / application of funds raised through anissue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other thanthose stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board totake up steps in this matter.

vii. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process.

viii. Approval or any subsequent modification of transactions of the Company with related parties.

ix. Scrutiny of inter-corporate loans and investments.

x. Valuation of undertakings or assets of the Company, wherever it is necessary.

xi. Evaluation of internal financial controls and risk management systems.

xii. Reviewing, with the management, the performance of statutory auditors and internal auditors, adequacy of internalcontrol systems.

xiii. Formulating the scope, functioning, periodicity and methodology for conducting the internal audit.

xiv. 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 internalaudit.

xv. Discussion with internal auditors of any significant findings and follow-up thereon.

xvi. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to theBoard.

xvii. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern.

xviii. To look into the reasons for substantial defaults, if any, in the payment to depositors, debenture holders, shareholders(in case of non-payment of declared dividends) and creditors.

xix. To review the functioning of the Vigil Mechanism and Whistle Blower mechanism.

xx. Approval of appointment of the CFO (i.e. the wholetime Finance Director or any other person heading the financefunction or discharging that function) after assessing qualifications, experience and background, etc. of the candidate.

xxi. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

xxii. Reviewing financial statements, in particular the investments made by the Company’s unlisted subsidiaries

xxiii. Reviewing the following information:

a. The Management Discussion and Analysis of financial condition and results of operations;

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

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

d. Internal audit reports relating to internal control weaknesses; and17

e. Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor / internal auditor(s).

Committee Meeting Details

Four meetings of the Audit Committee were held on 29.05.2014, 13.08.2014, 14.11.2014 and 14.02.2015.

The attendance at the Audit Committee:

Name of the Member Designation No. of No. ofmeetings held meetings attended

Mrs. Kalpana Gupta Non-Executive Independent Director 4 4

Mr. Rakesh Gupta Executive Director 4 4

Mr. Vinod Kumar Khurana* Non-Executive Independent Director 4 3

Mr. Vijay Kumar Sood** Non-Executive Independent Director 4 1

* Mr. Vinod Kumar Khurana resigned from membership of committee w.e.f. 12/01/2015.

** Mr. Vijay Kumar Sood become member of committee w.e.f. 12/01/2015.

b) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted by the Board on January 10, 2015 consequent to thedissolution of the Shareholders Grievance Redressal Committee and Share Transfer cum Demat Committee. TheStakeholders Relationship Committee is primarily responsible to review all matters connected with the Company’s transferof securities and redressal of Shareholders’ grievances and complaints satisfactorily and improve the quality of investorservices.

The Stakeholders Relationship Committee’s composition and the terms of reference meet with the requirements of Clause49 of the Listing Agreement and provisions of the Companies Act, 2013.

Mrs. Kalpana Gupta, Director of the Company, chairs the Committee. The other members of the Committee are Mr. PremAdip Rishi and Mr. Praveen Kumar, Directors of the Company. Company Secretary of the company is the Secretary of theCommittee.

Terms of Reference of the Committee, inter alia, includes the following:

i. Oversee and review all matters connected with the transfer of the Company’s securities.

ii. Approve issue of the Company’s duplicate share certificates.

iii. Consider, resolve and monitor redressal of shareholders’ grievances related to transfer of securities, non-receipt ofAnnual Report, non-receipt of declared dividend etc.

iv. Oversee the performance of the Company’s Registrars and Transfer Agents.

v. Recommend methods to upgrade the standard of services to investors.

vi. Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.

vii. Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification/ amendment or modification as may be applicable.

viii. Perform such other functions as may be necessary or appropriate for the performance of its duties.

The Committee met four times during current year on 30.06.2014, 30.09.2014, 31.12.2014 and 31.03.2015.

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The attendance at the Stakeholders Relationship Committee meetings is given below:

Name of the Member No. of meetings held No. of meetings attended

Mrs. Kalpana Gupta 4 4

Mr. Prem Adip Rishi 4 4

Mr. Praveen Kumar 4 2

During the year, nil complaints were received from shareholders and no investor complaint was pending at the beginning orat the end of the year. The Company has acted upon all valid requests for share transfer received during 2014-15 and nosuch transfer is pending.

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Codeof Conduct for Prohibition of Insider Trading.

c) Nomination and Remuneration Committee

The Board of Directors in its meeting held on January10, 2015 changed the nomenclature of the Remuneration Committeeto Nomination and Remuneration Committee. The Committee comprises of two non-executive and independent and onenon-executive director viz. Mrs. Kalpana Gupta (Chairman), Mr. Vinod Kumar Malik and Mr. Prem Adip Rishi, respectivelyand Company Secretary of the Company is the Secretary of the Committee. Head of Human Resource is permanent inviteeto the Committee meetings.

The non-executive Directors have not drawn any remuneration from the Company except sitting fee for meetings of theBoard and Committees attended by them.

The Committee’s constitution and terms of reference are in compliance with provisions of the Companies Act, 2013 andClause 49 of the Listing Agreement.

Terms of Reference of the Committee

i. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordancewith the criteria laid down and to recommend to the Board their appointment and/or removal.

ii. To carry out evaluation of every Director’s performance.

iii. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, andrecommended to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and otheremployees.

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

v. To device a policy on Board diversity.

vi. To recommend/review remuneration of the Managing Director(s) and Whole Time Director(s) based on their performanceand defined assessment criteria.

vii. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification,amendment or modification, as may be applicable.

viii. To perform such other functions as may be necessary or appropriate for the performance of its duties.

Meeting Details

During the year one nomination and remuneration committee meeting was held on 01/02/2015 for re-designation of Mr.Rakesh Gupta as Whole Time Director & Chief Financial Officer and fixing his remuneration.

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Remuneration of Directors for 2014-15

Name of the Director Sitting Salaries Perquisites Company’s Commission and TotalFee and Contribution Performance

Allowances to PF Linked Incentive

Mr. Kamal Kumar Jain N.A. N.A. N.A. N.A. N.A. N.A.

Mr. Prem Adip Rishi N.A. 39,60,000/- N.A. N.A. N.A. 39,60,000/-

Mr. Praveen Kumar N.A. 8,43,290/- N.A. N.A. N.A. 8,43,290/-

Mr. Rakesh Gupta N.A. 20,26,000/- N.A. N.A. N.A. 20,26,008/-

Mr. Vinod Kumar Malik 60,000/- N.A. N.A. N.A. N.A. 60,000/-

Mr. Vinod Kumar Khurana 60,000/- N.A. N.A. N.A. N.A. 60,000/-

Nr. Vijay Kumar Sood 36,000/- N.A. N.A. N.A. N.A. 36,000/-

Mrs. Kalpana Gupta N.A. N.A. N.A. N.A. N.A. N.A.

d) Risk Management Committee

Composition of the Committee

Mrs. Kalpana Gupta, Director of the Company, chairs the Committee. The other members of the Committee are Mr. PremAdip Rishi and Mr. Rakesh Gupta, Directors of the Company. Company Secretary of the company is the Secretary of theCommittee.

The Risk Management Committee was constituted by the Board on January 10, 2015 adhering to the requirements of theCompanies Act, 2013 and Clause 49 of the Listing Agreement. The Committee’s prime responsibility is to implement andmonitor the risk management plan and policy of the Company. The Committee’s constitution meets with the requirements ofClause 49 of the Listing Agreement.

Role and Responsibilities of the Committee includes the following:

i. Framing of Risk Management Plan and Policy.ii. Overseeing implementation of Risk Management Plan and Policy.

iii. Monitoring of Risk Management Plan and Policy.

iv. Validating the process of risk management.v. Validating the procedure for Risk Minimisation.

vi. Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment andrisk management processes.

vii. Continually obtaining reasonable assurance from management that all known and emerging risks have been identifiedand mitigated or managed.

viii. Performing such other functions as may be necessary or appropriate for the performance of its oversight function.

Meeting Details

One meeting of the Committee was held on 10.01.2015.

The attendance at the Risk Management Committee meeting is given below:

Name of the Member No. of meetings held No. of meetings attended

Mrs. Kalpana Gupta 1 1

Mr. Prem Adip Rishi 1 1

Mr. Rakesh Gupta 1 1

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4. General Body Meetings

The particulars of last three Annual General Meetings:-

Year Date Time Location Special resolution

2013-2014 30.09.2014 03.00 P.M Executive Club, 439, Village Shahoorpur, Commission toP.O. Fatehpur Beri, New Delhi-110074. Mrs. Anuradha Rishi, a

Relative of ManagingDirector of the CompanyU/s 188 of the CompaniesAct, 2013

2012-2013 17.09.2013 03.30 P.M MPCU Shah Auditorium, Shree Delhi NILGujrati Marg, Civil Lines, Delhi-110054.

2011 30.06.2012 12:30 P.M. MPCU Shah Auditorium, Shree Delhi NILGujrati Marg, Civil Lines, Delhi-110054.

Notes: i) Special resolution was passed by e-voting and Poll.ii) There was no postal ballot during the year.

iii) The Company has not convened any EGM during the year.

5. Disclosures

a. Disclosures on materially significant related party transactions, i.e. the Company’s transactions that are ofmaterial nature, with its Promoters, Directors and the management, their relatives or subsidiaries, among othersthat may have potential conflict with the Company’s interests at large

During the period under review, the Company had not entered into any material transaction with any of its relatedparties. None of the transactions with any of related parties were in conflict with the Company’s interest. Attention ofmembers is drawn to the disclosure of transactions with related parties set out in Note No. 45 of Standalone FinancialStatements, forming part of the Annual Report.

All related party transactions are negotiated on an arms length basis, and are intended to further the Company’s interests.

b. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchangeor SEBI, or any statutory authority, on any matter related to capital markets, during the last three years

No penalties or strictures have been imposed on the Company by the stock exchange or SEBI or any statutory authorityon any matter related to capital market for non-compliance during the last three years. The Company has not receivedany complaint from Investor’s through SEBI/ Stock Exchanges as on March 31, 2015.

However, during the year Securities and Exchange Board of India (SEBI) has passed an order dated 19.12.2014declaring violation of Collective Investment Scheme for not taking advance permission in respect of collection receivedfor IBC, Gurgaon project in terms of section 11AA of SEBI Act. The company has challenged the said order, requiringthe company to refund the total collection by filling an appeal before Securities Appellate Tribunal (SAT), which ispending for final adjudication.

c. Whistle Blower Policy

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism forreporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy underwhich the employees are free to report violations of applicable laws and regulations and the Code of Conduct.

The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervisionof the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year underreview, no employee was denied access to the Audit Committee.

d. Compliance with Mandatory Requirements

(i) Management Discussion and Analysis: are given elsewhere in this Annual report.

(ii) Subsidiaries Companies: The Company has four Wholly Owned Subsidiaries i.e. M/s MVL Developers Limited,M/s Creative Pools Developers Private Limited, M/s Parisar Property Developers Private Limited & M/s UdyanHorticultures Private Limited.

(iii) Details about Material Subsidiaries and Transactions: There was no material subsidiary as at 31/03/2015.Details of transactions with subsidiaries are given in Note No. 45 of Notes to Financial Statements in Balance-Sheet as at 31/03/2015.

Compliance with Non-Mandatory Requirements

Nomination and Remuneration Committee: The Board has set up a Nomination and Remuneration Committee, detailswhereof are furnished at Sr. No. 3(c) of this report.

e. Means of Communication:

The Annual, Half yearly and Quarterly Results are submitted to the Stock Exchanges in accordance with the ListingAgreements and are normally published in English in Mint and in Hindi in Rashtriya Sahara.

Corporate Filing and Dissemination System (CFDS): The CFDS portal jointly owned, managed and maintained by BSEand NSE is a single source to view information filed by listed companies. All disclosures and communications to BSEand NSE are filed electronically through the CFDS portal. In particular, the Company informs BSE and NSE all pricesensitive matters or such other matters which in its opinion are material and of relevance to the members.

NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by NSE forcorporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases,among others are filed electronically on NEAPS.

BSE Corporate Compliance & Listing Centre (the ’Listing Centre‘): BSE’s Listing Centre is a web-based applicationdesigned for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, mediareleases, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-basedcomplaints redress system. The salient features of this system are: Centralised database of all complaints, onlineupload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken onthe complaint and its current status.

f. Risk Management

In order to ensure that Management controls risk through means of a properly defined framework, a report on RiskAssessment and Minimization procedure as prepared by functional heads of the Company is being reviewed periodicallyby the Board of Directors.

6. General Shareholders’ Information

(a) Company Registration Details

The Company is registered in the State of Delhi, India. The Corporate Identification Number allotted to the Company bythe Ministry of Corporate Affairs is L45200DL2006PLC154848.

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(b) Annual General MeetingDate 30th September, 2015Day Wednesday

Time 1:00 P.M.

Venue Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074.(c) Dividend The Company is not declaring any dividend

(d) Financial Calendar: 1st April, 2015 to 31st March, 2016

Results for the Quarter ending 30th June, 2015 Second week of August, 2015

Results for the Quarter ending 30th September, 2015 Second week of November, 2015

Results for the Quarter ending 31st December, 2015 Second week of February, 2016

Results for the Quarter ending 31st March, 2016 Last week of May, 2016

Annual General Meeting for the year ending March, 2016 Last week of September, 2016

(e) Date of Book Closure/ Record Date Friday, 25th September, 2015 to Wednesday, 30th September, 2015 (both daysinclusive)Wednesday, 23rd September, 2015

(f) Listing on Stock Exchanges S. No. Name of the Stock Exchange Stock Code i. The National Stock Exchange of India Limited (NSE) MVL ii. The Bombay Stock Exchange Limited (BSE) 532991

(g) Annual Listing Fee Paid to the Stock Exchanges (BSE & NSE) for the financial year 2015-16

(h) ISIN Number for NSDL & CDSL INE744I01034(i) Stock Price Data:

Monthly High and Low closing quotation of shares traded at National Stock Exchange of India Limited and BombayStock Exchange are as follows:

Month National Stock Exchange Bombay Stock ExchangeHigh Low High Low(Rs.) (Rs.) (Rs.) (Rs.)

April, 2014 1.25 0.95 1.22 0.96

May, 2014 1.35 0.95 1.33 0.95

June, 2014 2.80 1.40 3.30 1.39

July, 2014 3.00 1.70 3.46 1.67

August, 2014 2.20 1.70 2.27 1.52

September, 2014 1.85 1.35 1.89 1.36

October, 2014 1.60 0.90 1.55 0.91

November, 2014 0.95 0.70 0.95 0.72

December, 2014 0.75 0.50 0.75 0.56

January, 2015 0.80 0.45 0.75 0.48

February, 2015 0.75 0.45 0.77 0.46

March, 2015 0.65 0.35 0.60 0.41

Source: www.nseindia.com Source: www.bseindia.com

23

(j) Distribution Schedule/Shareholding Pattern as on 31/03/2015Distribution Schedule

Shareholding of NO. OF SHAREHOLDERS NO. OF EQUITY SHARESNominal Value of TOTAL % OF TOTAL TOTAL % OF TOTALRs. Rs. SHAREHOLDERS SHARES

1 - 5000 12,110 91.84 92,25,035 1.54

5001 - 10000 440 3.34 34,51,455 0.57

10001 - 20000 242 1.83 36,03,285 0.60

20001 - 30000 96 0.73 24,17,590 0.40

30001 - 40000 52 0.39 18,77,212 0.31

40001 - 50000 38 0.29 17,98,556 0.30

50001 - 100000 79 0.60 57,80,123 0.96

100001 and above 129 0.98 57,30,89,944 95.32

TOTAL 13,185 100.00 60,12,43,200 100.00

Shareholding Pattern

S.No. Category No. of shares % of Shareholding

(A) Promoters 36,66,03,659 60.97

(B) Public Shareholding(a) Institutioni. Mutual Funds/ UTI 49,600 00.01

ii. Financial Institutions/ Banks 2,97,45,633 04.95

(b) Non-Institutioni. Bodies Corporate 16,02,41,755 26.65

ii. Individuals 4,17,92,080 06.95iii. Clearing Member 19,06,713 00.32

iv. Any Other (NRIs/ OCBs) 9,03,760 00.15

Total (B) 23,46,39,541 39.03

Grand Total ( A+B+C) 60,12,43,200 100.00

(k) Shares Transfer System

The shares of the company are tradable compulsorily in demat form and will available for trading in the depositorysystems of both National Securities Depository Ltd. (NSDL) & Central Depository Services (India) Ltd. (CDSL). Theshare transfer work is handled by Registrar and Share Transfer Agent (RTA), Alankit Assignments Limited. All requestsreceived by the Company/RTA for Dematerialization/Rematerialization/Transfer are disposed off expeditiously. ShareCertificates duly endorsed are issued/ transferred to all those shareholders, who opt for shares in the physical form.

(l) Dematerialization of Shares

The Company’s Equity Shares are eligible for dematerialization. The Company has signed agreements with both thedepositories namely NSDL and CDSL. The shareholders may therefore hold Company’s share in electronic mode. The

24

Company’s ISIN No. for both the depositories is INE744I01034. As on 31st March, 2015, 59,89,75,933 Equity Sharesconstituting 99.62% of total Equity of the Company were held in dematerialized form with both the depositories namelyNSDL and CDSL.

(m) Outstanding GDRs/ADRs/Warrants etc.

The Company has no outstanding GDRs/ADRs/ Warrants as on 31/03/2015.

(n) Registrar and Share Transfer Agent

Alankit Assignments Limited,205-208, Anarkali Complex,Jhandewalan Extension,New Delhi-110055Ph: 42541234, 23541234sFax: 91-11-42541967E-mail: info@alankit.com

(o) Investors’ correspondence can also be addressed to

Ms. Chetna TyagiCompany Secretary & Compliance OfficerMVL Limited,MVL iPark, 6th Floor, Near Red Cross Society,Chandan Nagar, Sector-15(II),Gurgaon –122001 (Haryana).Ph: 0124-4514700Fax: 0124-4143993E-mail: coporates@yahoo.comWebsite: www.mvl.in

(p) CEO/CFO Certification

As required by Clause 49 of the Listing Agreement, the CEO/ CFO certification is given in the Annual report.

(q) Certificate on Compliance with Code of Conduct

I, Prem Adip Rishi, Managing Director of the Company confirm the compliance of this Code of Conduct by all themembers of the Board and Senior Management Personnel.

By Order of the Board of DirectorsFor MVL Limited

Sd/-Place: New Delhi Prem Adip RishiDate : 25th August, 2015 Managing Director

25

CEO/CFO CERTIFICATION UNDER CLAUSE 49 (IX)

To,The Board of Directors,MVL Limited

1. We have reviewed the financial statements and the cash flow statement of the Company for the year ended 31st March,2015 and to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements thatmight be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existingAccounting Standards, applicable laws and regulations;

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year whichare fraudulent, illegal or in violation of the Company’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluatedthe effectiveness of internal control systems of the Company pertaining to financial reporting. We have disclosed theAuditors and Audit Committee, deficiencies in the design and operations of such internal controls, if any, of which we areaware and steps have been taken to rectify these deficiencies.

(Sd/-) (Sd/-)Place : New Delhi (Prem Adip Rishi) (Rakesh Gupta)Date : 25th August, 2015 Managing Director Whole Time Director &

Chief Financial Officer

Certificate of Company Secretary in practice regarding compliance of conditions of Corporate Governance

To the members,MVL Limited

I have examined the compliance of conditions of corporate governance by MVL Limited for the year ended 31st March, 2015, asstipulated in clause 49 of the Listing Agreement of the said company with the stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. My examination was limited toa review of procedures and implementation thereof, adopted by the company for ensuring the compliance with the conditionsof Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financialstatements of the company.

In my opinion and to the best of my information and according to the explanations given to me and based on the representationsmade by the Directors and the Management, I certify that the Company has complied with the conditions of Corporate Governanceas stipulated in Clause 49 of the Listing Agreement.

I further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For V. Ramasamy & Co.Company Secretaries

Sd/-V. Ramasamy

ProprietorPlace : New Delhi Membership No. FCS 6191Date : 25th August, 2015 C.P. No. 6618

26

ANNEXURE V TO DIRECTORS’ REPORTPARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH

RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

FORM NO. AOC. 2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and

Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred toin sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third provisothereto

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

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

b. Nature of contracts/arrangements/transactions

c. Duration of the contracts/arrangements/ transactions

d. Salient terms of the contracts or arrangements or transactions including the value, if any

e. Justification for entering into such contracts or arrangements or transactions NIL

f. Date(s) of approval by the Board

g. Amount paid as advances, if any:

h. Date on which the special resolution was passed in general meeting as required under firstproviso to Section 188 of the Companies Act, 2013

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

a. Name(s) of the related party and nature of relationship Noesis Industries LimitedRelated Company

b. Nature of contracts/ arrangements/ transactions Corporate Advance

c. Duration of the contracts/ arrangements/ transactions Not Specified

d. Salient terms of the contracts or arrangements or Advance of Rs. 2324.65 Lacs is given withouttransactions including the value, if any any interest

e. Date(s) of approval by the Board, if any: 28.04.2014

f. Amount paid as advances, if any: As mentioned in (d) above

For and on behalf of the BoardFor MVL Limited

Sd/-Place: New Delhi (Prem Adip Rishi)Date : 25th August, 2015 Managing Director

27

DETAILS OF REMUNERATION OF EMPLOYEES AND DIRECTORS(SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5(1) OF COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014)

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for thefinancial year.

and2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company

Secretary or Manager, if any, in the financial year;-

Name Designation Directors Remuneration Percentage Increaseto Median Remuneration in Remuneration

Mr. Prem Adip Rishi Managing Director 13.02 0%

Mr. Rakesh Gupta Whole Time Director &Chief Financial Officer 6.66 0%

Mr. Praveen Kumar Whole Time Director 5.86 0%

Ms. Chetna Tyagi Company Secretary 2.49 0%

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

The percentage increase in the median remuneration of employees in the financial year 2015 is 0%.

4. The number of permanent employees on the rolls of the Company.

The number of permanent employees on the rolls of the Company as on 31st March 2015 is 114 across all the locations

globally.

5. The explanation on the relationship between average increase in remuneration and Company performance.

The reward philosophy of the Company is to provide market competitive increments, keeping the Company performance in

perspective, while simultaneously driving a performance culture. The total compensation is a mix of Fixed Pay and Variable

pay. Variable compensation is directly linked to an individual performance rating and business performance.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

The key managerial personnel’s have been hired at market competitive rates. Keeping in mind the Company performance

the key managerial personnel were not paid variable salaries.

7. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current

financial year and previous financial year and percentage increase over decrease in the market quotations of the

shares of the Company in comparison to the rate at which the Company came out with the last public offer in case

of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the

close of the current financial year and previous financial year.

ANNEXURE V TO DIRECTORS’ REPORT

28

Close Price April 01, 2014 March 31, 2015 % Change

NSE 1.00 0.40 -60%

BSE 1.01 0.41 -60%

Market Cap April 01, 2014 March 31, 2015 % Change

NSE 60.12 24.04 -60.01%

BSE 60.73 24.65 -59.41%

Listing pursuant to the Scheme of SOA March 31, 2015 % ChangeArrangement (SOA) vs March 31, 2015

NSE 130.00 0.40 -99.69%

BSE 127.90 0.41 -99.68%

Price / Earning April 01, 2014 March 31, 2015 % Change

NSE N.A. N.A. N.A.

BSE N.A. N.A. N.A.

8. Average percentile increase already made in the salaries of employees other than the managerial personnel in thelast financial year and its comparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Considering the company performance, neither Key managerial personnel nor other employees were given any increase insalary during the financial year.

9. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company.

The four Key Managerial Personnel are:

Mr. Prem Adip Rishi, Managing Director

Mr. Rakesh Gupta, Whole Time Director & Chief Financial Officer

Mr. Praveen Kumar, Whole Time Director

Ms. Chetna Tyagi, Company Secretary

Remuneration of the Key Managerial persons is as per the industry standards. In Financial Year 2015 no variable was paidto the key managerial personnel.

10. The key parameters for any variable component of remuneration availed by the directors.

In Financial Year 2015, no variable was paid to the directors.

11. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receiveremuneration in excess of the highest paid director during the year.

The highest paid director is the Managing Director. There is no employee whose salary is higher than the salary of ManagingDirector.

12. Affirmation that the remuneration is as per the remuneration policy of the Company.

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

29

FORM NO. MR-3SECRETARIAL 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}

ToThe Board of DirectorsMVL LIMITED1201 B, 12th FLOOR HEMKUNT CHAMBER,89 NEHRU PLACE,NEW DELHI, Delhi-110019

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporatepractices by MVL LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the companyand also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarialaudit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March2015 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:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by MVL LIMITED (“theCompany”) for the financial year ended on 31st March 2015 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBIAct’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client;

v. I further report that the company has, in my opinion in general complied with the provisions of the Companies Act 2013 andthe rules made under this Act and the Memorandum & Articles of Association of the Company with regard to:

a) Maintenance of the various statutory registers and documents making necessary entries therein;

b) Closure of the register of the members.

c) forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the CentralGovernment;

d) service of documents by company on its members, Auditors and the Registrar of Companies;

e) Notice of Board meetings and committee meetings of Directors;

f) The 7th Annual General Meeting held on 30th September, 2014;

g) Minutes of proceedings of General Meetings and of the Board and its Committee Meetings;

ANNEXURE VI TO DIRECTORS’ REPORT

30

h) Approvals of the members, the Board of Directors, the Committee of the Directors and the Government authorities, whereverrequired.

i) Constitution of the Board of directors/Committee(s) of Directors, appointment, retirement and the re-appointment of directorsincluding the Managing director and Whole time Directors;

j) The Directors have complied with the disclosure requirements in respect of their eligibility ofappointment, their beingindependent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel~

k) Payment of the remuneration to director including Managing Director and Whole time Directors;

l) Appointment and remuneration of Auditors;

m) Transfers and the transmission of the company’s shares and the debentures issue and dispatch of duplicate certificate ofshares.

n) Borrowings and registration, modification and satisfaction of charges wherever applicable;

o) Form of balance sheet as prescribed under Part-I, form of statement of profit & loss as prescribed under Part –II and generalInstructions for the preparation of the same as prescribed in Schedule VI to the Act.

p) Director’ s Report;

q) Contacts, Common seal, registered office and publication of the name of the Company; and

r) Generally, all other applicable provisions of the Act and the Rules made under the Act;

During the period under review the Company has in general complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above subject to the following observations:

a. The company has granted advance to its related company which has negative net worth with no means to repay theprincipal amount of the said advance. The company did not charge any interest from the related company. This is notin compliance with provisions of the Companies Act, 2013, and rules made thereunder. The advance to a sick companyis prejudicial to the interest of the company;

b. The Report of the Statutory Auditors on the Financial Statement for the Financial Year 2014-15 is qualified on the basisof the Notes on Accounts (37, 38, 39 and 40). The directors are giving their explanation to the same in their report to theshareholders.

vi. The following are the other various laws applicable to the company. According to the information/details/explanation providedto us, the company has generally complied with the provisions of the said Acts and the company has a mechanism to monitorthe compliances of the said laws.

• The Payment of Wages Act, 1936

• The Minimum Wages Act, 1948

• Employees Provident Fund And Misc. Provisions Act, 1952

• Employers State Insurance Act,1948

• The Payment of Bonus Act, 1965

• The Environment (Protection) Act, 1986

• Indian Stamp Act, 1999

• Income Tax Act 1961, Wealth Tax Act, Service Tax Act, Sales Tax Act and Works Contract Tax Act and rules made thereof.

• Negotiable Instrument Act 1881

• Maternity Benefits Act 1961

• Payment of Gratuity Act,1972

• Water (Prevention & Control of Pollution) Act 1974 and rules thereunder

31

• Air (Prevention & Control of Pollution) Act 1981 and rules thereunder

• The Indian Contract Act, 1872

• The Transfer of Property Act, 1882

• The Indian Registration Act, 1808

• The Urban Land Ceiling and Regularisation Act, 1976

• The Land Acquisition Act, 1894

• The Indian Evidence Act, 1872

• The Consumer Protection Act, 1986

• The Haryana Development and Regulation of Urban Areas Act, 1975

• The Haryana Apartment Ownership Act, 1983

• The Punjab Scheduled Roads And Controlled Areas Restriction of Unregulated Development Act, 1963

• Urban Improvement Trust Bhiwadi

• Rajasthan Land Revenue Act 1956

However, PF for the months of February 2015 and March 2015 and ESI for the months of January 2015 to March 2015 areyet to be paid to the authorities.

We have also examined compliance with the applicable clauses of the Listing Agreements entered into by the Company withBSE Limited and National Stock Exchange of India Limited.

We further report that

• During the year Security Exchange Board of India (SEBI) has passed an order dated 19.12.2014 declaring violation ofcollective investment scheme for not taking advance permission in respect of collection received for IBC, Gurgaonproject in terms of Section 11AA of SEBI ACT. The company has challenged the said order, requiring the company torefund the total collection by filling an appeal before Securities Appellate Tribunal (SAT), which is pending for the finaladjudication.

• There are disputes with Income Tax Authorities, the proceedings of which are at various stages:

S.No. NAME OF THE NATURE OF THE AMONUT UNDER FORUM WHERESTATUTE DUES & PERIOD DISPUTE (RS. IN LACS) DISPUTE IS PENDING

1. Income Tax A.Y 2010-11 86.95 CIT (Appeals) New Delhi

2. Income Tax A.Y 2011-12 57.97 CIT (Appeals) New Delhi

TOTAL 144.86

D. STATUS OF BANK LOAN

• During the year, Canara Bank has declared the loan account as NPA, The Company has objected to the said classificationbecause it is in contravention to the guidelines issued by Reserve bank of India, and has invoked the arbitration clause.The matter is pending for adjudication.

• UCO Bank has the loan account as NPA and has filed application under Section 19(4) of the Recovery of Debts dueto banks and Financial Institutions Act, 1993 before the Debt Recovery Tribunal-II, Delhi vide application dated10.07.2014 for recovery of Rs. 43.62 crores along with interest upto the date of payment , UCO Bank has also issuednotice dated 05.03.2014 under section 13(2) of the Securitization and Reconstruction of financial Assets & Enforcementof Security Interest Act 2002 (SARFAESI ACT ,2002) claiming dues of the value of Rs. 40.00 crores along with furtherinterest upto the date of payment . The issue of notice under SARFAESI ACT, 2002 has been challenged by the

32

Company vide letter dated 06.05.2014.

• DENA BANK has declared the loan account as NPA and company’s restructuring proposals pending.

• IFCI LIMITED declared the loan account as NPA and has filed application under section 19(4) of the Recovery of Debtsdue to Banks and Financial institutions Act,1993 before the Debts Recovery Tribunal –I Delhi vide application dated19.12.2012 for recovery of Rs. 49.24 crores along with interest upto the date of payment, IFCI ltd has also issued noticedated 08.12.2014 under section 13(4) of SARFAESI ACT, 2002 claiming their dues , and the same has been challengedby the company under section 17 before Debt Recovery Tribunal, Jaipur. An interim stay has been granted by DebtRecovery Tribunal, Jaipur vide its order dated 11.02.2015.

There are total 151 cases initiated by and against the company under the different Acts i.e. Consumer Protection Act (101),Civil Suits (14), Writ Petition (1), Companies Act (1), Negotiable Instrument Act (9), Labour Court (2), Arbitration and ConciliationAct, 1996 (19) and Permanent Lok Adalat (4).

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that tookplace 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 atleast seven days in advance, and a system exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through. The company has obtained all the necessary approvals under the various provisions ofthe Act.

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

For and on behalf of RSMV & CO.

Sd/-Manoj Sharma

(Partner)PLACE: New Delhi FCS: 7516DATE : 25/08/2015 CP No.:11571

33

FORM NO. MGT 9Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration ) Rules, 2014.EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31/03/2015I REGISTRATION & OTHER DETAILS:

i CIN L45200DL2006PLC154848ii Registration Date 18-Oct-06iii Name of the Company MVL LIMITEDiv Category of the Company Public Companyv Address of the Registered office & contact details

Address 1201B, 12th Floor, Hemkunt Chamber,89 Nehru Place, New Delhi-110019

Town / City New DelhiState DelhiCountry Name IndiaTelephone (with STD Code) 011-41662674Fax Number —Email Address coporates@yahoo.comWebsite, if any www.mvl.in

vi Whether listed company Yesvii Name and Address of Registrar & Transfer Agents ( RTA ):-

Name of RTA Alankit Assignments LimitedAddress 205-208, Anarkali Complex, Jhandewalan Extension,Town / City New DelhiState DelhiPin Code 110055Telephone 011- 42541234, 011-23541234Fax Number 011-42541967Email Address info@alankit.com

II. PRINCIPAL BUSINESS ACTIVITY OF THE COMPANY Real Estate

All the business activities contributing 10 % or more of the total turnover

Sl. No. Name and Description of main NIC Code of the % to total turnoverproducts / services Product / service of the company

1 Real Estate 70- Real estate activities 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

No. of Companies for which information is being filled 6

ANNEXURE VII TO DIRECTORS’ REPORT

34

S. No. NAME AND ADDRESS CIN/GLN HOLDING/ % of shares Applicable OF THE COMPANY SUBSIDIARY held Section

/ASSOCIATE

1 MVL Developers Limited U45400DL2007PLC171222 Subsidiary 99.99 2(87)(ii)2 Udyan Horticultures Private Limited U70100DL2011PTC217503 Subsidiary 99.99 2(87)(ii)3 Parisar Property Developers Private Limited U70102DL2011PTC218753 Subsidiary 99.99 2(87)(ii)4 Creative Pools Developers Private Limited U70200DL2011PTC218821 Subsidiary 99.99 2(87)(ii)5 Falcon Technosystems Limited U93000DL1994PLC059753 Associate 29.70 2(6)6 Shri Tirupati Balaji Electronics Private Limited U32109DL2006PTC144744 Associate 37.33 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-wise Share Holding

Category of No. of shares held at the beginning No. of Shares held at the end %Shareholders of the year (As on 01-04-2014) of the year change during

the yearDemat Physical Total % of Demat Physical Total % of

total totalShares Shares

A. Promoters(1) Indian

a) Individual/ HUF 71757886 0 71757886 11.93% 71855286 0 71855286 11.95% -0.02%b) Central Govt 0 0 0 0.00% 0 0 0 0.00% 0.00%c) State Govt(s) 0 0 0 0.00% 0 0 0 0.00% 0.00%d) Bodies Corp. 280999771 0 280999771 46.74% 294673505 0 294673505 49.01% -2.27%e) Banks / FI 0 0 0 0.00% 0 0 0 0.00% 0.00%f) Any other 74868 0 74868 0.01% 74868 0 74868 0.01% 0.00%

(2) Foreigna) NRI - Individual 0 0 0 0.00% 0 0 0 0.00% 0.00%b) Other - Individual 0 0 0 0.00% 0 0 0 0.00% 0.00%c) Bodies Corp. 0 0 0 0.00% 0 0 0 0.00% 0.00%d) Banks / FI 0 0 0 0.00% 0 0 0 0.00% 0.00%e) Any Others 0 0 0 0.00% 0 0 0 0.00% 0.00%Total Shareholding of Promoter (A) 352832525 0 352832525 58.68% 366603659 0 366603659 60.97% -2.29%

B. Public Shareholding1. Institutions

a) Mutual Funds 0 49600 49600 0.01% 0 49600 49600 0.01% 0.00%b) Banks / FI 29359689 7200 29366889 4.88% 29738433 7200 29745633 4.95% -0.07%c) Central Govt 0 0 0 0.00% 0 0 0 0.00% 0.00%d) State Govt(s) 0 0 0 0.00% 0 0 0 0.00% 0.00%e) Venture Capital Funds 0 0 0 0.00% 0 0 0 0.00% 0.00%f) Insurance Companies 0 0 0 0.00% 0 0 0 0.00% 0.00%g) FIIs 0 0 0 0.00% 0 0 0 0.00% 0.00%h) Foreign Venture Capital Funds 0 0 0 0.00% 0 0 0 0.00% 0.00%i) Others (specify) 0 0 0 0.00% 0 0 0 0.00% 0.00%Sub-total (B)(1):- 29359689 56800 29416489 4.89% 29738433 56800 29795233 4.96% -0.07%

35

Category of No. of shares held at the beginning No. of Shares held at the end %Shareholders of the year (As on 01-04-2014) of the year change during

the yearDemat Physical Total % of Demat Physical Total % of

total totalShares Shares

2. Non-Institutionsa) Bodies Corp.

i) Indian 200238227 243600 200481827 33.35% 159998155 243600 160241755 26.65% 6.70%ii) Overseas 0 0 0 0.00% 0 0 0 0.00% 0.00%

b) Individualsi) Individuals shareholders holding

nominal share capital upto Rs. 1 lakh 12193388 1675974 13869362 2.31% 22518815 1651577 24170392 4.02% -1.71%ii) Individuals shareholders holding

nominal share capital in excess of Rs 1 lakh 3857358 226090 4083448 0.68% 17395598 226090 17621688 2.93% -2.25%

c) Others (specify) 0 0 0 0.00% 0 0 0 0.00% 0.00%i) Non Resident Indians 426053 89200 515253 0.09% 790560 89200 879760 0.15% -0.06%ii) Clearing Members 20296 0 20296 0.00% 1906713 0 1906713 0.32% -0.31%iii) Trust 24000 0 24000 0.00% 24000 0 24000 0.00% 0.00%

Sub-total (B)(2):- 216759322 2234864 218994186 36.43% 202633841 2210467 204844308 34.07% 2.36%Total Public Shareholding (B)=(B)(1)+ (B)(2) 246119011 2291664 248410675 41.32% 232372274 2267267 234639541 39.03% 2.30%

C. Shares held by Custodian forGDRs & ADRs 0 0 0 0.00% 0 0 0 0.00% 0.00%Grand Total (A+B+C) 598951536 2291664 601243200 100.00% 598975933 2267267 601243200 100.00% 0.00%

i. Shareholding of Promoters

S.No Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the yearNo. of % of total % of Shares No. of % of total % of shares % Change

Shares shares of pledged/ Shares shares of pledged/ in sharethe encumbered the encumbered holding

Company to total shares Company to total during theshares year

1 Prem Adip Rishi 13786434 2.29 2.08 13786434 2.29 2.08 0.002 Anuradha Rishi 22077376 3.67 0.00 22077376 3.67 0.00 0.003 Anukool Rishi 23425751 3.90 0.00 23425751 3.90 0.00 0.004 Anukool Rishi 3312185 0.55 0.00 3312185 0.55 0.00 0.005 Arjun Rishi 8872650 1.48 0.00 8970050 1.49 0.00 -0.016 Prem Adip Rishi HUF 266290 0.04 0.00 266290 0.04 0.00 0.007 Prem Adip Rishi JT. Anuradha Rishi 800 0.00 0.00 800 0.00 0.00 0.008 Anuradha Rishi JT. Prem Adip Rishi 16400 0.00 0.00 16400 0.00 0.00 0.009 MVL Credits Holdings & Leasing Ltd. 39609630 6.59 0.00 117273258 19.51 0.00 -12.92

10 MVL Credits Holdings & Leasing Ltd. 405393 0.07 0.00 405393 0.07 0.00 0.0011 Risbro Tech. Equipments Pvt. Ltd. 6900000 1.15 0.45 6900000 1.15 0.45 0.0012 Media Holdings Private Limited 30460000 5.07 4.41 24057666 4.00 4.00 1.0713 Media Holdings Private Limited 2387560 0.40 0 0 0.00 0.00 0.4014 Anukool Films Private Limited 3898300 0.65 0.47 3898300 0.65 0.47 0.0015 Media Magnetic Cassettes Limited 158040934 26.28 17.09 102840934 17.10 17.09 9.1816 Icon Satellite Limited 22556664 3.75 0.00 22556664 3.75 0.00 0.0017 Media Infrastructure Limited 16741290 2.78 0.00 16741290 2.78 0.00 0.0018 Rakesh Gupta 70000 0.01 0.00 70000 0.01 0.00 0.0019 Rakesh Gupta 2234 0.00 0.00 2234 0.00 0.00 0.0020 Rajesh Galhotra 2634 0.00 0.00 2634 0.00 0.00 0.00

TOTAL 352832525 58.68 24.50 366603659 60.97 24.09 -2.28

36

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

SI. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease in during the year

Shareholding (01-04-2014 to 31-03-2015)No. of Shares % of total No. of % of total

at the beginning shares of the Shares shares of(01-04-2014) company the company

1 Arjun Rishi 8872650 1.48 01/04/2014

27/03/2015 97400 Inter se transfer 8970050 1.49

8970050 1.49 31/03/2015 8970050 1.49

2 MVL Credits Holdings & Leasing Ltd. 39609630 6.59 01/04/2014

02/04/2014 3706 Purchase 39613336 6.59

02/04/2014 5621 Purchase 39618957 6.59

03/04/2014 804 Purchase 39619761 6.59

04/04/2015 4040 Purchase 39623801 6.59

09/04/2014 2195 Purchase 39625996 6.59

10/04/2014 200 Purchase 39626196 6.59

11/04/2014 3000 Purchase 39629196 6.59

15/04/2014 20000 Purchase 39649196 6.59

17/04/2014 34150 Purchase 39683346 6.60

23/04/2015 28520 Purchase 39711866 6.60

26/04/2015 11100 Purchase 39722966 6.61

29/04/2015 20000 Purchase 39742966 6.61

21/05/2014 40000 Purchase 39782966 6.62

22/05/2014 17275 Purchase 39800241 6.62

23/05/2014 1850 Purchase 39802091 6.62

27/05/2014 34070 Purchase 39836161 6.63

01/07/2014 3919000 Inter se transfer 43755161 7.28

03/07/2014 2387560 Inter se transfer 46142721 7.67

10/07/2014 83230 Purchase 46225951 7.69

15/07/2014 33000 Purchase 46258951 7.69

08/09/2014 425000 Purchase 46683951 7.76

01/10/2014 225000 Purchase 46908951 7.80

08/10/2014 22213 Purchase 46931164 7.81

09/10/2014 30605 Purchase 46961769 7.81

10/10/2014 26035 Purchase 46987804 7.82

13/10/2014 26140 Purchase 47013944 7.82

14/10/2014 32540 Purchase 47046484 7.82

16/10/2014 21545 Purchase 47068029 7.83

17/10/2014 332760 Purchase 47400789 7.88

37

SI. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease in during the year

Shareholding (01-04-2014 to 31-03-2015)No. of Shares % of total No. of % of total

at the beginning shares of the Shares shares of(01-04-2014) company the company

20/10/2014 12700 Purchase 47413489 7.89

21/10/2014 300000 Purchase 47713489 7.94

28/10/2014 2700 Purchase 47716189 7.94

29/10/2014 300000 Purchase 48016189 7.99

30/10/2014 420000 Purchase 48436189 8.06

31/10/2014 264095 Purchase 48700284 8.10

10/11/2014 115840 Purchase 48816124 8.12

11/11/2014 200500 Purchase 49016624 8.15

12/11/2014 156900 Purchase 49173524 8.18

14/11/2014 26370 Purchase 49199894 8.18

18/11/2014 274800 Purchase 49474694 8.23

19/11/2014 310100 Purchase 49784794 8.28

20/11/2014 367433 Purchase 50152227 8.34

21/11/2014 216049 Purchase 50368276 8.38

24/11/2014 313601 Purchase 50681877 8.43

25/11/2014 182200 Purchase 50864077 8.46

26/11/2014 119520 Purchase 50983597 8.48

27/11/2004 108006 Purchase 51091603 8.50

28/11/2014 151300 Purchase 51242903 8.52

01/12/2014 232490 Purchase 51475393 8.56

02/12/2014 197700 Purchase 51673093 8.59

03/12/2014 351140 Purchase 52024233 8.65

04/12/2014 225075 Purchase 52249308 8.69

05/12/2014 62000 Purchase 52311308 8.70

08/12/2014 7500 Purchase 52318808 8.70

12/12/2014 81177 Purchase 52399985 8.72

15/12/2014 441128 Purchase 52841113 8.79

16/12/2014 56385 Purchase 52897498 8.80

17/12/2014 96970 Purchase 52994468 8.81

18/12/2014 125606 Purchase 53120074 8.84

38

SI. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease in during the year

Shareholding (01-04-2014 to 31-03-2015)No. of Shares % of total No. of % of total

at the beginning shares of the Shares shares of(01-04-2014) company the company

19/12/2014 32005 Purchase 53152079 8.84

31/12/2014 137913 Purchase 53289992 8.86

01/01/2015 5420 Purchase 53295412 8.86

02/01/2015 205548 Purchase 53500960 8.90

05/01/2015 517000 Purchase 54017960 8.98

06/01/2015 1000000 Purchase 55017960 9.15

07/01/2015 640000 Purchase 55657960 9.26

08/01/2015 799870 Purchase 56457830 9.39

09/01/2015 243343 Purchase 56701173 9.43

15/01/2015 228000 Purchase 56929173 9.47

16/01/2015 100405 Purchase 57029578 9.49

19/01/2015 24206 Purchase 57053784 9.49

20/01/2015 3570 Purchase 57057354 9.49

21/01/2015 275048 Purchase 57332402 9.54

23/01/2015 18511 Purchase 57350913 9.54

27/01/2015 32449 Purchase 57383362 9.54

30/01/2015 110251 Purchase 57493613 9.56

02/02/2015 200000 Purchase 57693613 9.60

03/02/2015 100000 Purchase 57793613 9.61

04/02/2015 200000 Purchase 57993613 9.65

09/02/2015 197901 Purchase 58191514 9.68

12/02/2015 200000 Purchase 58391514 9.71

16/02/2015 25000 Purchase 58416514 9.72

18/02/2015 67950 Purchase 58484464 9.73

19/02/2015 316257 Purchase 58800721 9.78

24/02/2015 63650 Purchase 58864371 9.79

25/02/2015 99232 Purchase 58963603 9.81

27/02/2015 161840 Purchase 59125443 9.83

28/02/2015 6559 Purchase 59132002 9.83

02/03/2015 74839 Purchase 59206841 9.85

39

03/03/2015 200000 Purchase 59406841 9.88

05/03/2015 468908 Purchase 59875749 9.96

09/03/2015 1869 Purchase 59877618 9.96

16/03/2015 287929 Purchase 60165547 10.01

19/03/2015 249800 Purchase 60415347 10.05

20/03/2015 170000 Purchase 60585347 10.08

24/03/2015 661911 Purchase 61247258 10.19

25/03/2015 232000 Purchase 61479258 10.23

26/03/2015 594000 Purchase 62073258 10.32

31/03/2015 55200000 Inter se transfer 117273258 19.51

117273258 19.51 31/03/2015 117273258 19.51

3 Media Holdings Private Limited 30460000 5.07 01/04/2014

30/06/2014 225000 invoke 30235000 5.03

01/07/2014 4019000 Invoke & 26216000 4 .3 6Inter Transfer

02/07/2014 85800 Invoke 26130200 4.35

03/07/2014 28134 Invoke 26102066 4.34

04/07/2014 7764 Invoke 26094302 4.34

11/07/2014 265741 Invoke 25828561 4.30

18/07/2014 123241 Invoke 25705320 4.28

29/08/2014 72707 Invoke 25632613 4.26

05/09/2014 158352 Invoke 25474261 4.24

12/09/2014 388300 Invoke 25085961 4.17

19/09/2014 500000 Invoke 24585961 4.09

30/09/2014 287801 Invoke 24298160 4.04

03/10/2014 100000 Invoke 24198160 4.02

10/10/2014 140494 Invoke 24057666 4.00

24057666 4.00 31/03/2015 24057666 4.00

4 Media Holdings Private Limited 2387560 0.40 01/04/2014

03/07/2014 -2387560 Inter se transfer 0 0.00

0 0.00 31/03/2015 0 0.00

5 Media Magnetic Cassettes Limited 158040934 26.28 01/04/2014

27/03/2015 -55200000 Inter se transfer 102840934 17.10

102840934 17.10 31/03/2015 102840934 17.10

40

SI. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease in during the year

Shareholding (01-04-2014 to 31-03-2015)No. of Shares % of total No. of % of total

at the beginning shares of the Shares shares of(01-04-2014) company the company

Inter-se Transfer among Promoters

SI. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease in during the year

Shareholding (01-04-2014 to 31-03-2015)No. of Shares % of total No. of % of total

at the beginning shares of the Shares shares of(01-04-2014) company the company

1 Arjun Rishi 8872650 1.48 01/04/201427/03/2015 97400 Inter se 8970050 1.49

transfer8970050 1.49 31/03/2015 8970050 1.49

2 MVL Credits Holdings& Leasing Ltd. 39609630 6.59 01/04/2014

02/04/2014 3706 Purchase 39613336 6.5902/04/2014 5621 Purchase 39618957 6.5903/04/2014 804 Purchase 39619761 6.5904/04/2015 4040 Purchase 39623801 6.5909/04/2014 2195 Purchase 39625996 6.5910/04/2014 200 Purchase 39626196 6.5911/04/2014 3000 Purchase 39629196 6.5915/04/2014 20000 Purchase 39649196 6.5917/04/2014 34150 Purchase 39683346 6.6023/04/2015 28520 Purchase 39711866 6.6026/04/2015 11100 Purchase 39722966 6.6129/04/2015 20000 Purchase 39742966 6.6121/05/2014 40000 Purchase 39782966 6.6222/05/2014 17275 Purchase 39800241 6.6223/05/2014 1850 Purchase 39802091 6.6227/05/2014 34070 Purchase 39836161 6.6301/07/2014 3919000 Inter se transfer 43755161 7.2803/07/2014 2387560 Inter se transfer 46142721 7.6710/07/2014 83230 Purchase 46225951 7.6915/07/2014 33000 Purchase 46258951 7.6908/09/2014 425000 Purchase 46683951 7.7601/10/2014 225000 Purchase 46908951 7.8008/10/2014 22213 Purchase 46931164 7.8109/10/2014 30605 Purchase 46961769 7.8110/10/2014 26035 Purchase 46987804 7.8213/10/2014 26140 Purchase 47013944 7.8214/10/2014 32540 Purchase 47046484 7.8216/10/2014 21545 Purchase 47068029 7.8317/10/2014 332760 Purchase 47400789 7.88

41

20/10/2014 12700 Purchase 47413489 7.89

21/10/2014 300000 Purchase 47713489 7.94

28/10/2014 2700 Purchase 47716189 7.94

29/10/2014 300000 Purchase 48016189 7.99

30/10/2014 420000 Purchase 48436189 8.06

31/10/2014 264095 Purchase 48700284 8.10

10/11/2014 115840 Purchase 48816124 8.12

11/11/2014 200500 Purchase 49016624 8.15

12/11/2014 156900 Purchase 49173524 8.18

14/11/2014 26370 Purchase 49199894 8.18

18/11/2014 274800 Purchase 49474694 8.23

19/11/2014 310100 Purchase 49784794 8.28

20/11/2014 367433 Purchase 50152227 8.34

21/11/2014 216049 Purchase 50368276 8.38

24/11/2014 313601 Purchase 50681877 8.43

25/11/2014 182200 Purchase 50864077 8.46

26/11/2014 119520 Purchase 50983597 8.48

27/11/2004 108006 Purchase 51091603 8.50

28/11/2014 151300 Purchase 51242903 8.52

01/12/2014 232490 Purchase 51475393 8.56

02/12/2014 197700 Purchase 51673093 8.59

03/12/2014 351140 Purchase 52024233 8.65

04/12/2014 225075 Purchase 52249308 8.69

05/12/2014 62000 Purchase 52311308 8.70

08/12/2014 7500 Purchase 52318808 8.70

12/12/2014 81177 Purchase 52399985 8.72

15/12/2014 441128 Purchase 52841113 8.79

16/12/2014 56385 Purchase 52897498 8.80

17/12/2014 96970 Purchase 52994468 8.81

18/12/2014 125606 Purchase 53120074 8.84

19/12/2014 32005 Purchase 53152079 8.84

31/12/2014 137913 Purchase 53289992 8.86

SI. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease in during the year

Shareholding (01-04-2014 to 31-03-2015)No. of Shares % of total No. of % of total

at the beginning shares of the Shares shares of(01-04-2014) company the company

42

SI. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease in during the year

Shareholding (01-04-2014 to 31-03-2015)No. of Shares % of total No. of % of total

at the beginning shares of the Shares shares of(01-04-2014) company the company

01/01/2015 5420 Purchase 53295412 8.86

02/01/2015 205548 Purchase 53500960 8.90

05/01/2015 517000 Purchase 54017960 8.98

06/01/2015 1000000 Purchase 55017960 9.15

07/01/2015 640000 Purchase 55657960 9.26

08/01/2015 799870 Purchase 56457830 9.39

09/01/2015 243343 Purchase 56701173 9.43

15/01/2015 228000 Purchase 56929173 9.47

16/01/2015 100405 Purchase 57029578 9.49

19/01/2015 24206 Purchase 57053784 9.49

20/01/2015 3570 Purchase 57057354 9.49

21/01/2015 275048 Purchase 57332402 9.54

23/01/2015 18511 Purchase 57350913 9.54

27/01/2015 32449 Purchase 57383362 9.54

30/01/2015 110251 Purchase 57493613 9.56

02/02/2015 200000 Purchase 57693613 9.60

03/02/2015 100000 Purchase 57793613 9.61

04/02/2015 200000 Purchase 57993613 9.65

09/02/2015 197901 Purchase 58191514 9.68

12/02/2015 200000 Purchase 58391514 9.71

16/02/2015 25000 Purchase 58416514 9.72

18/02/2015 67950 Purchase 58484464 9.73

19/02/2015 316257 Purchase 58800721 9.78

24/02/2015 63650 Purchase 58864371 9.79

25/02/2015 99232 Purchase 58963603 9.81

27/02/2015 161840 Purchase 59125443 9.83

28/02/2015 6559 Purchase 59132002 9.83

02/03/2015 74839 Purchase 59206841 9.85

03/03/2015 200000 Purchase 59406841 9.88

05/03/2015 468908 Purchase 59875749 9.96

09/03/2015 1869 Purchase 59877618 9.96

16/03/2015 287929 Purchase 60165547 10.01

43

SI. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease in during the year

Shareholding (01-04-2014 to 31-03-2015)No. of Shares % of total No. of % of total

at the beginning shares of the Shares shares of(01-04-2014) company the company

19/03/2015 249800 Purchase 60415347 10.05

20/03/2015 170000 Purchase 60585347 10.08

24/03/2015 661911 Purchase 61247258 10.19

25/03/2015 232000 Purchase 61479258 10.23

26/03/2015 594000 Purchase 62073258 10.32

31/03/2015 55200000 Inter se transfer 117273258 19.51

117273258 19.51 31/03/2015 117273258 19.51

3 Media Holdings Private Limited 30460000 5.07 01/04/2014

30/06/2014 225000 invoke 30235000 5.03

01/07/2014 4019000 Invoke & 26216000 4 .3 6Inter Transfer

02/07/2014 85800 Invoke 26130200 4.35

03/07/2014 28134 Invoke 26102066 4.34

04/07/2014 7764 Invoke 26094302 4.34

11/07/2014 265741 Invoke 25828561 4.30

18/07/2014 123241 Invoke 25705320 4.28

29/08/2014 72707 Invoke 25632613 4.26

05/09/2014 158352 Invoke 25474261 4.24

12/09/2014 388300 Invoke 25085961 4.17

19/09/2014 500000 Invoke 24585961 4.09

30/09/2014 287801 Invoke 24298160 4.04

03/10/2014 100000 Invoke 24198160 4.02

10/10/2014 140494 Invoke 24057666 4.00

24057666 4.00 31/03/2015 24057666 4.00

4 Media Holdings Private Limited 2387560 0.40 01/04/2014

03/07/2014 -2387560 Inter se 0 0 . 0 0transfer

0 0.00 31/03/2015 0 0.00

5 Media Magnetic Cassettes Limited 158040934 26.28 01/04/2014

27/03/2015 -55200000 Inter se 102840934 17 .10transfer

102840934 17.10 31/03/2015 102840934 17.10

44

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

SI. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease in during the year

Shareholding (01-04-2014 to 31-03-2015)No. of Shares % of total No. of % of total

at the beginning shares of the Shares shares of(01-04-2014)/ company the company

end of the year(31-03-2015)

1 Dena Bank-Constituent Branch 28561082 4.75 01/04/2014

28343375 4.71 31/03/2015 -217707 Sale 28343375 4.71

28343375 4.71 31/03/2015 28343375 4.71

2 Religare Finvest Limited 25007214 4.16 01/04/2014

23303114 3.88 31/03/2015 -1704100 Sale 23303114 3.88

23303114 3.88 31/03/2015 23303114 3.88

3 Noesis Industries Limited 56764596 9.44 01/04/2014

12338116 2.05 31/03/2015 -44426480 Invoke 12338116 2.05

12338116 2.05 31/03/2015 12338116 2.05

4 Karvy Financial Services Ltd. 12260994 2.04 01/04/2014

12260994 2.04 31/03/2015 0 N.A. 12260994 2.04

12260994 2.04 31/03/2015 12260994 2.04

5 Aarken Advistors Pvt. Ltd. 7021149 1.17 01/04/2014

7021149 1.17 31/03/2015 0 N.A. 7021149 1.17

7021149 1.17 31/03/2015 7021149 1.17

6 SBI Global Factors Ltd. 6670000 1.11 01/04/2014

6670000 1.11 31/03/2015 0 Sale 6670000 1.11

6670000 1.11 31/03/2015 6670000 1.11

7 Sunlife Securities Pvt. Ltd. 5544784 0.92 01/04/2014

6328082 1.05 31/03/2015 783298 Sale 6328082 1.05

6328082 1.05 31/03/2015 6328082 1.05

8 Primus Real Estates Pvt. Ltd. 6198277 1.03 01/04/2014

6198277 1.03 31/03/2015 0 N.A. 6198277 1.03

6198277 1.03 31/03/2015 6198277 1.03

9 SBI Global Factors Ltd. 5964036 0.99 01/042014

5964036 0.99 31/032015 0 N.A. 5964036 0.99

5964036 0.99 31/03/2015 5964036 0.99

10 Atambhu Buildwell Pvt. Ltd. 5528238 0.92 01/04/2014

5528238 0.92 31/03/2015 0 N.A. 5528238 0.92

5528238 0.92 31/03/2015 5528238 0.92

45

v. Shareholding of Directors and Key Managerial Personnel:

SI. No. Name Shareholding Date Increase/ Reason Cumulative ShareholdingDecrease in during the year

Shareholding (01-04-2014 to 31-03-2015)No. of Shares % of total No. of % of total

at the beginning shares of the Shares shares of(01-04-2014)/ company the company

end of the year(31-03-2015)

A. DIRECTORS1 Mr. Vinod 0 0.00 01/04/2014 0 Nil Holding/ 0 0.00

Kumar Malik movementduring the year

0 0.00 31/03/2015 0 0.002 *Mr. Vinod 0 0.00 01/04/2014 0 Nil Holding/ 0 0.00

Kumar Khurana movementduring the year

0 0.00 31/03/2015 0 0.003 Mr. Vijay 0 0.00 01/04/2014 0 Nil Holding/ 0 0.00

Kumar Sood movementduring the year

0 0.00 31/03/2015 0 0.004 Mrs. Kalpana 0 0.00 01/04/2014 0 Nil Holding/ 0 0.00

Gupta movementduring the year

0 0.00 31/03/2015 0 0.00B. KMP’S

1 Mr. Prem Adip 13786434 2.29 01/04/2014 0 Nil 0 0.00 Rishi movement

during the year13786434 2.29 31/03/2015 13786434 2.29

2 Mr. Rakesh 72234 0.01 01/04/2014 0 Nil 0 0.00 Gupta movement

during the year72234 0.01 31/03/2015 72234 0.01

3 Mr. Praveen 0 0.00 01/04/2014 0 Nil Holding/ 0 0.00Kumar movement

during the year0 0.00 31/03/2015 0 0.00

4 Ms. Chetna 0 0.00 01/04/2014 0 Nil Holding/ 0 0.00 Tyagi movement

during the year0 0.00 31/03/2015 0 0.00

46

V INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for paymentIndebtedness at the beginning of the financial year Secured Loans Unsecured Loans Deposits Total

(01.04.2014) excluding deposits Indebtednessi) Principal Amount 2305846044 5880995 0 2311727039ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 2305846044 5880995 0 2311727039Change in Indebtedness during the financial year Secured Loans Unsecured Loans Deposits Total

excluding deposits IndebtednessAddition 259804558 0 0 259804558Reduction 0 3481437 0 3481437

Net Change 259804558 -3481437 0 256323121Indebtedness at the end of the financial year Secured Loans Unsecured Loans Deposits Total

(31.03.2015) excluding deposits Indebtednessi) Principal Amount 2565650602 2399558 0 2568050160ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 2565650602 2399558 0 2568050160

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Mr. Prem Mr. Rakesh Mr. PraveenAdip Rishi Gupta Kumar

1 Gross salary

(a) Salary as per provisions 3000000 990024 327871 4317895contained in section 17(1) of theIncome-tax Act, 1961

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 960000 1035984 515419 2511403

(c) Profits in lieu of salary undersection 17(3) Income- tax Act, 1961 0 0 0 0

2 Stock Option 0 0 0 0

3 Sweat Equity 0 0 0 0

4 Commission

- as % of profit 0 0 0 0

-others, specify 0 0 0 0

5 Others, please specify 0 0 0 0

Total (A) 3960000 2026008 843290 6829298

Ceiling as per the Act 3960000 2026008 1782408 7768416

47

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

Sl. No. Particulars of Remuneration Key managerial Personnel

CFO Company Secretary Total

1 Gross salary

(a) Salary as per provisionscontained in section 17(1) of theIncome-tax Act, 1961 0 212580 212580

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 0 396000 396000

(c) Profits in lieu of salary undersection 17(3) Income- tax Act, 1961 0 0 0

2 Stock Option 0 0 0

3 Sweat Equity 0 0 0

4 Commission 0 0 0

- as % of profit 0 0 0

-others, specify 0 0 0

5 Others, please specify 0 0 0

Total (A) 0 608580 608580

* Mr. Rakesh Gupta is re-designated as Whole Time Director and Chief Financial Officer of the Company w.e.f.01/02/2015 and he is already withdrawing the remuneration as WTD. Therefore, he is not getting any otherremuneration as CFO of the Company.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Authority[RD / Appeal made,Companies Act Description Penalty /Punishment/ NCLT/ COURT] if any

Compounding fees imposed (give Details)

A. COMPANYPenaltyPunishment Not ApplicableCompounding

B. DIRECTORSPenaltyPunishment Not ApplicableCompounding

C. OTHER OFFICERS IN DEFAULTPenaltyPunishment Not ApplicableCompounding

48

MANAGEMENT DISCUSSION AND ANALYSIS1. Real Estate Sector in India

In India, real estate plays an important role, from affordable housing to infrastructure and generating employment. It is oneof the most important sectors for the Economy because of the reasons that:-

• the Economic Survey of 2012-13 revealed housing to be the second largest industry that generates employment, afteragriculture.

• with more than 300 linked industries like steel, transport, construction, cement and brick, real estate contributessignificantly to the country’s GDP share and capital formation.

• NHB’s report places real estate as the third most impactful industry in India in terms of its effect on other industries andfourth in terms of employment generation.

• the residential segment, comprising residential buildings, townships, schools, colleges and hospitals and other projects,makes the maximum overall contribution in the real estate industry and commands the largest part of its market share.

• the real estate sector employs more than 35 million people, especially low and medium skilled labour.

• directly impacts manufacturing.

• attracts a lot of money in foreign direct investment (FDI).

The year 2014-15 was mixed for Real Estate Sector in India

• According to Colliers Research, Bangalore and Chennai witnessed maximum demand and growth, while Kolkata, Mumbaiand NCR were unchanged. Despite this, many developers launched new projects during the end of 2014.

• However, there is a backlog of unsold property. The year 2014-15 has seen delays in approvals, project clearancesand targets, apart from debt commitment on property and government spending less in this area and a huge delay infinishing projects. But the Construction industry has grown 2 per cent from 2014 to 2015.

• According to the National Housing Bank (NHB) Residex Index, residential property prices show an upward trend in thesecond half of 2014. First half had seen property prices dip, as the weak rupee and high inflation had a negative impacton spending. Needless to mention that 2015 will largely be about recovery. The RBI will most likely cut interest ratesfurther and this will see more spending in the residential real estate segment. The Ministry of Statistics Program andImplementation and PwC Analysis predict a growth of 8 to 9 per cent. Added to this, the introduction of REITs, improvedmarket sentiment and more efforts by the government to reduce project loopholes and bottlenecks in transactions willgo a long way in clearing the way for positive trends in 2015.

2. Business

• The Planning Commission estimates that by 2030, about 600 million people will live in cities. Affordable housing thereforehas a huge demand and the industry has a large gap to meet, with shortage seen among the low income groups.

• International agencies like IMF and World Bank predict an increase in GDP.

• Real estate market is driven largely by sentiment.

• First half of 2015 will be largely recovery with property markets.

• ProjectVendor.com projects a 10 to 15 per cent increase in growth from FY14 to FY17 and 11 per cent growth in FY15.Residential and commercial projects, organised retail will contribute to this growth significantly.

• Real estate construction market is poised to grow by 20 per cent between now and 2017.

• Both large and specialised players stand to benefit and gain equally.

• Real Estate Investment Trusts (REITs) and commercial real estate will make significant impact. REITs will have a huge

49

impact in 2015. It is an internationally tried and tested strategy, especially in the USA, Taiwan, South Korea, Singaporeand Australia. An REIT is a trust that buys, sells, develops and manages income-generating real estate property suchas malls, commercial office spaces and more, with the main intention of attracting investors who can manage aninteresting array of properties. Corporate investors benefit from tax exemptions. It largely impacts small investors andencourages proper investment channels in large real estate accounts, and is a better alternative to investing in stock,due to its higher returns and a diversified portfolio of investments. Blackstone, Xander, Brookfield and more real estatefunds intend to launch REITs in the country and DLF, Phoenix and Prestige are expecting to make use of this hugeopportunity.

• The residential real estate space in India is divided into affordable housing, mid-level priced houses and the luxurysegment. The onus on low cost housing is expected to put pressure on the luxury segment, but this is not significant.2015 will focus more on recovery and clearing inventory, construction deadlines and backlogs.

• Pricing is very important. Affordable price points will lead to higher absorption levels.

• Easing pressure on the rupee will also impact the industry positively.

3. SWOT- Real Estate Industry

Strengths

• Development primarily based on strong realistic demand with limited speculative activity;

• Among the highest yield in the economy;

• Wide gamut of government initiatives which have helped FDI entry in the sector;

Weakness

• Still largely an unorganized market with dominance of local level developer;

• High transaction cost and need of greater transparency;

Opportunities

• Has strong demand drivers going forward- IT-ITES, tourism, increasing consumerism, industrial manufacturing outsourcesetc;

• Affordable housing will be a volume segment in the future and the government of India has laid appropriate tax reliefsfor such projects;

Threats

• No regulatory body to monitor performance;

• Procedure to obtain licenses are time consuming;

• Infrastructure development by local governments is slow thereby affecting the pace of projects progress;

In MVL, our thrust area is tier II and tier III cities and affordable housing which are promising business destination andconcept in coming years. All land is fully consolidated without any dispute and litigation and are in confirming zone as permaster plan in the respective area.

4. Financial and operational performance

During the year under review, the company recorded Revenues of Rs. 4147.88 lacs with profit after tax of Rs. 54.59 lacs.There is decline in the top line of the company during the year. The financial projections of the company including its cashflows were majorly impacted because of delay in getting approvals for new projects of the Company. However, the operatingmargins of the company have improved because of better amortization of fixed and variable overheads during the year.

However, these projects will be launched within the current financial year which will improve the topline and bottom line ofthe company.

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5. Adequacy of Internal Controls

The company remains committed to maintaining internal controls designed to safeguard the efficiency of operations andsecurity of our assets. Accounting records are adequate for preparation of financial statements and related financial information.The adequacy and effectiveness of internal controls across the various functional levels as well as compliance with laiddown systems and policies are monitored both by company’s internal control systems and the audit committee on a regularbasis. Your statutory auditors have confirmed the adequacy of the internal procedures in their report.

6. Development of Human Resources and relations

The company believes that human resources are vital for giving an edge in its business. The company strictly follows thephilosophy of congenial work environment, performance oriented work culture, knowledge, skill building, creativity, responsibilityand performance based compensation. There is a constant emphasis in the company for development of skills throughtraining and workshops.

7. Risks and Concerns

In India the real estate market is largely unorganized and dominated by a large number of small players with their limitedcorporate or large names on the national level. The risks synonymous to the real estate industry includes the globalrecessionary trend, economic slowdown, increase in financial charges, non availability of raw materials such as land, steel,labour coupled with market fluctuations.

MVL is adequately equipped to face and mitigate any such adverse situation. The Company does not apprehend any inherentrisk in the real estate industry in the long run, with the exception of certain primary concerns that have afflicted the progressof real estate industry in general like restrictive legislation in government policies, limited investment from the organizedsector, tax burden, rising inflation, high interest rate, volatile global economic environment etc.

8. Cautionary statement

Statements made in the report and elsewhere as applicable in the Annual Report including those stated under the captionManagement Discussion and Analysis describing the company’s plans, projections and expectations may constitute asforward looking statements within the meaning of applicable laws and regulations. Actual Results may differ materially fromthose either expressed or implied.

By Order of the Board of DirectorsFor MVL Limited

Sd/- Place: New Delhi (Prem Adip Rishi)Date : 25th August, 2015 Managing Director

Registered Office:1201B, 12th Floor, Hemkunt Chamber,89 Nehru Place,New Delhi-110019Tel: +91-11-41662674E-mail: coporates@yahoo.comWebsite: www.mvl.inCIN: L45200DL2006PLC154848

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF MVL LTD

Report on the Financial Statements

We have audited the accompanying financial statements of MVL Ltd (the company), which comprise the balance sheet as at 31st

March, 2015, the statement of Profit and Loss; the Cash Flow Statement for the year then ended, and a summary of the significantaccounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”)with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performanceand cash flows of the Company in accordance with the accounting principles generally accepted in India, including the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assetsof the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies ; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor’s responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standard and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. The Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financialcontrols relevant to the company’s preparation of the financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company hasin place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. Anaudit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company’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 a basis for our audit opinion on thefinancial statements.

Basis for Qualified Opinion

Reference is invited to

1. Note No. 37 in respect of non availability of confirmations in respect of some debit and/or credit balances. In the absence ofsuch confirmations, any provision to be made for the adverse variation in carrying amounts of these balances, are notquantified, as well as the quantum of adjustment if any, required to be made remain unascertained.

2. Note No. 38 in respect of non provision of penal interest on loans declared as NPA. Liability for penal interest payable hasalso not been quantified on account of uncertainty and discretionary nature of penal interest, if any payable.

52

3. Note No. 39 in respect of non provision of interest with retrospective effect from 01.04.2014 vide Board Resolution dated17.02.2015 on loans from banks and financial institutions declared as Non Performing Account (NPA). As a result of nonprovision of said interest of Rs.32,39,14,890/- payable on NPA Account as per last agreed terms : -

Revenue from operation has been understated by Rs. 26,14,60,650/- arising out of percentage of completion (POC)method of accounting, due to non-capitalization of interest directly attributable to project work-in-progress.

Loss from operation has been understated by Rs. 6,24,54,240/-on account of non provision of interest ofRs.32,39,14,890/- and short booking of sales by Rs. 26,14,60,650/..

4. Note No. 40 regarding non provision of advance to an associate company considered doubtful of recovery and non provisionof interest on the said loan.

Qualified Opinion

In our opinion and to the best of our information and according to the explanation given to us, except for possible effects of thematters described in paragraph, 4 above - the basis of qualified opinion , the financial statements give a true and fair view :-

1. In the case of the Balance sheet, of the state of affairs of the company as at 31st March 2015;

2. In the case of statement of Profit and Loss of the profit for the year ending on 31st March, 2015.

3. In the case of the Cash Flow Statement, of the Cash flow for the year ending on 31st March, 2015

Report on Other legal and Regulatory requirements

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

2. We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit.

3. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from ourexamination of those books.

4. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreementwith the books of account.

5. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules, 2014.

6. On the basis of the written representations received from the Directors as on 31st March, 2015 taken on record by the Boardof Directors, none of the Directors is disqualified as on 31st March, 2015 from being appointed as Director in terms of Section164 (2) of the Act,

7. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India interms of sub section (11) of Section 143 of the Act, and on the basis of such checks of the books and records of the companyas we considered appropriate and according to the information and explanations given to us, we give in the Annexure astatement on the matters specified in the paragraphs 3 and 4 of the said order.

For ARUN KISHORE & COMPANYCHARTERED ACCOUNTANTS

( ICAI FRN : 001898 N)

Sd/-Place : New Delhi CA ARUN KISHOREDate : 30th May 2015 PARTNER

[Membership No. 10770]

53

Annexure referred to in the Independent Auditors’ report to the members of MVL Ltd on the financial statements for theyear ended 31st March, 2015.

i. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of itsfixed assets.

b) Major items of fixed assets were physically verified during the year by the management in accordance with a regularprogram of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals.No material discrepancies were noticed on such verification.

ii. a) The inventory includes land, material at site and project work in progress which is inclusive of other direct and indirectcosts. As explained to us, inventories of building materials are physically verified by the management at reasonableintervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification ofinventories followed by the management was reasonable and adequate in relation to the size of the company and thenature of its business.

c) In our opinion and according to the information and explanations given to us, the company has maintained properrecords of its inventories of building material. No material discrepancies were noticed on verification, between physicalstocks and book records.

iii. In respect of unsecured loans, granted to the companies, firms or other parties covered in the registrar maintained u/s 189of the Companies Act 2013 according to the explanation and information given to us;

a) The company has granted loan to its associate company, as at the year end, the outstanding balance of such loan wasRs.2324.65 Lacs and the maximum outstanding at any time during the year was Rs. 2678.23 Lacs. In our opinion loanto an associate group company is prima facie prejudicial to the interest of the company.

b) No interest is charged on loan to the associate group company.

c) Since the loan is repayable on demand and there is no stipulation for repayment, regularity of payments cannot becommented upon.

d) As per the information and explanation given to us, the company has not taken any loans, secured or unsecured fromcompanies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

e) Since the company has not taken any loans, secured or unsecured provisions of clause 4 (iii) (e), (f) & (g) of thecompany (Auditors Report) Order 2003 are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are reasonably internal controls systems,commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assetsand for the sale of goods and services, however there is scope for improvement in the internal control system adopted.During the course of our audit, we have neither come across nor have been informed of any continuing failure to correctmajor weaknesses in the internal control system.

v. The company has not accepted deposits during the year from the public within the provisions of Section 73 of the Act and theRules framed there under.

vi. According to the information given to us, the central government has not prescribed maintenance of cost record under ofsub-section (1) of section 148 of the companies Act, 2013 in respect of the activities of the company.

vii. (a) According to the information and explanations given to us undisputed amounts in respect of dues including providentfund, investor education and protection fund, employee state insurance , income tax, sales tax, wealth tax, service tax,

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custom duty, excise duty, cess and any other material statutory dues as applicable which were outstanding as at 31stMarch 2015 for a period of more than 6 months from the date they became payable, are Rs. 260.04 Lacs (Previousyear Rs. 200.01 Lacs) as the balance sheet date.

(b) According to the information and explanations given to us following dues have not been admitted payable onaccount of disputes /appeals pending with appropriate authorities:-

S. No. Name of the statute Nature of Amount under Forum wherethe dues & Period dispute (Rs. in Lacs) dispute is pending

1. Income Tax A.Y. 2010-11 86.95 Lacs CIT (Appeals)New Delhi

2. Income Tax A.Y. 2011-12 57.91 Lacs CIT (Appeals)New Delhi

Total 144.86*

*The above figures are exclusive of interest if any payable thereon.

(c) Based on the information and explanations obtained, the company has no liability or requirement to transfer any amountto Investor Education & Protection Fund in accordance with the relevant provisions of the Act and the Rules there-under.

viii. The Company does not have any accumulated losses at the end of the financial year and it has not incurred cash lossesduring the current year and immediately preceding year subject to note no. 3 on basis for qualified opinion towards nonprovision of interest of Rs. 32,39,14,890/- on loans from banks and financial institutions declared as NPA.

ix. According to the information and explanations given to us and in our opinion, the company has overdues amounting to Rs.156.22 Crore including un-provided interest on NPA accounts towards bank and financial institution. These defaults havebeen on different dates starting from July 2012. However the company has applied for restructuring of some loans and theproposals are under consideration. The company has no liability for debentures.

x. Based on our examination and according to the information and explanations given to us, the Company has not grantedloans and advances on the basis of security by way of pledge of shares, debentures and other securities

xi. Based on information and explanations given to us by the management, term loans were broadly applied for the purpose forwhich the loans were obtained.

xii. Based on the audit procedure performed and the representation obtained from the management, we report that no case offraud on or by the company has been noticed or reported during the year under audit.

For ARUN KISHORE & COMPANYCHARTERED ACCOUNTANTS

( ICAI FRN : 001898 N)

Sd/-Place : New Delhi CA ARUN KISHOREDate : 30th May 2015 PARTNER

[Membership No. 10770]

55

Balance Sheet as at 31st March, 2015PARTICULARS NOTE AS AT AS AT

NO’S 31st Mar 2015 31st Mar 2014(Amount in Rs.) (Amount in Rs.)

EQUITY AND LIABILITIESSHAREHOLDERS’ FUNDS:Share Capital 2 601,243,200 601,243,200Reserves and Surplus 3 1,099,227,133 1,094,946,031

1,700,470,333 1,696,189,231NON-CURRENT LIABILITIESLong-Term Borrowings 4 468,478,176 1,559,246,790Deferred Tax Liabilities (Net) 1,082,615 1,081,615Other Long Term Liabilities 5 400,041,310 306,678,876Long-Term Provisions 6 5,384,234 4,063,886

874,986,335 1,871,071,167CURRENT LIABILITIESShort Term Borrowings 7 2,099,571,984 752,480,249Trade Payables 8 133,643,099 47,324,815Other Current Liabilities 9 109,725,456 79,172,017Short-Term Provisions 10 29,350,202 25,381,704

2,372,291,741 904,358,785

TOTAL: 4,947,747,409 4,471,619,183ASSETSNON-CURRENT ASSETSFixed Assets 11Tangible Assets 86,417,087 99,860,340Intangible Assets 26,922 52,748Capital Work-in-Progress 5,071,551 2,411,577

91,515,560 102,324,665Non-Current Investments 12 18,102,868 20,785,434Long-Term Loans and Advances 13 1,038,960,169 989,327,735Other Non-Current Assets 14 528,076 28,132

1,057,591,113 1,010,141,301CURRENT ASSETSInventories 15 993,266,483 963,562,063Trade Receivables 16 2,459,380,096 2,216,560,180Cash and Cash Equivalents 17 67,117,865 69,909,113Short-Term Loans and Advances 18 278,876,292 109,121,861Other Current Assets - -

3,798,640,736 3,359,153,217

TOTAL: 4,947,747,409 4,471,619,183Significant Accounting Policies 1

The note referred to above from an integral part of the Financial Statements.

This is the Balance Sheet referred to in our report of even dateFOR ARUN KISHORE & COMPANY For and on behalf of the Board of DirectorsChartered Accountants(ICAI FRN No. : 001898N)

Sd/- Sd/- Sd/- Sd/-CA Arun Kishore (Prem Adip Rishi) (Rakesh Gupta) (Chetna Tyagi)Partner Managing Director Whole Time Director Company SecretaryMembership No.10770 & Chief Financial Officer

Place : New DelhiDate : 30th May, 2015

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Statement of Profit & Loss for the year ended 31st March, 2015FOR THE YEAR FOR THE YEAR

PARTICULARS NOTE ENDED 31/03/2015 ENDED 31/03/2014NO’S (Amount in Rs.) (Amount in Rs.)

INCOMERevenue from operations 19 390,931,386 702,654,905Other Income 20 23,856,905 17,391,206

TOTAL 414,788,291 720,046,111EXPENSESCost of Construction / Development 21 138,717,839 355,451,209(Increase)/Decrease in Stock 22 (29,704,419) (32,848,989)Employees Benefits Expenses 23 58,517,797 47,008,294Finance Cost 24 125,564,083 144,643,202Other Expenses 25 109,237,181 195,378,616Depreciation and amortization 11 6,939,954 5,132,612

TOTAL 409,272,435 714,764,944

Profit/(Loss) from Ordinary activities before Exceptional Item 5,515,857 5,281,167Exceptional Items Dr/(Cr) - -

Profit/(Loss) from Ordinary activities before Tax 5,515,857 5,281,167Tax ExpensesCurrent Tax 1,499,000 2,500,000Deferred Tax 1000 (540,958)

Profit/(Loss) from Ordinary activities after Tax 4,015,857 3,322,125Write back of Excess Provisions (1,443,181) (78,823,667)

Net Profit for the Period from Ordinary activities after Tax 5,459,038 82,145,792Extra Ordinary Items (Net of Tax) - -

Net Profit for the Period 5,459,038 82,145,792

Earing per quity share (Nominal value of shares Rs. 1/- each)

Basic (in Rs.) 0.01 0.14

Diluted (in Rs.) 0.01 0.14

Significant Accounting Policies 1

The note referred to above from an integral part of the Financial Statements.

This is the statment of Profit & Loss referred to in our report of even date

FOR ARUN KISHORE & COMPANY For and on behalf of the Board of DirectorsChartered Accountants(ICAI FRN No. : 001898N)

Sd/- Sd/- Sd/- Sd/-CA Arun Kishore (Prem Adip Rishi) (Rakesh Gupta) (Chetna Tyagi)Partner Managing Director Whole Time Director Company SecretaryMembership No.10770 & Chief Financial Officer

Place : New DelhiDate : 30th May, 2015

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This is the Cash Flow Statement referred to in our report of even dateFOR ARUN KISHORE & COMPANY For and on behalf of the Board of DirectorsChartered Accountants(ICAI FRN No. : 001898N)

Sd/- Sd/- Sd/- Sd/-CA Arun Kishore (Prem Adip Rishi) (Rakesh Gupta) (Chetna Tyagi)Partner Managing Director Whole Time Director Company SecretaryMembership No.10770 & Chief Financial OfficerPlace : New DelhiDate : 30th May, 2015

CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.2015S. PARTICULARS FOR THE YEAR FOR THE YEARNo. ENDED 31.03.2015 ENDED 31.03.2014

(RS. IN LACS) (RS. IN LACS)A) Cash flow from Operating activities

Net profit before taxation & extraordinary items 55.16 52.81Non-cash adjustment to reconcile profit before tax to net cash flows

Depreciation and Amortisation 69.40 51.33Revenue Exp./other claims written off (6.77) 363.82Profit/(Loss) on sale of Fixed Assets 65.34 2.99Interest expense 1,251.32 1,442.47Lease rent / hire purchase expense 4.32 3.96Interest income (233.60) (171.92)Other misc income (4.97) (1.99)

Operating Profit before working capital changes 1,200.20 1,743.47Movement in working capital

Increase/(Decrease) in Trade Payables 863.18 (163.01)Increase/(Decrease) in Long Term Liabilities & Provisions 946.83 2,192.63(Increase)/Decrease in Other current liabilities and short term Provisions 345.23 (71.72)Increase/(Decrease) in Trade Receiavable (2,428.20) 1,809.99(Increase)/Decrease in Inventories (297.04) (328.49)(Increase)/Decrease in Long Term Loan and Advances (553.33) (7,960.52)(Increase)/Decrease in Short Term Loan and Advances (1,697.54) (674.60)Increase/(Decrease) in Other Non Current Assets (5.00) 3.73

Cash generated from / (used in) operations (1,625.67) (3,448.52)Direct Taxes paid (net of refunds) - (1,781.71)Cash Flow before extrordinary items (1,625.67) (5,230.23)Extraordinary items - write back (6.19) 424.41

Net cash flow from / (used in) Operative Activities (A) (1,619.48) (4,805.82)B) Cash Flow from investing activities.

Purchase of Fixed Assets (63.93) (300.51)Sale of Non-Current Investments 26.82 987.67Proceeds from Sale of Fixed Assets 25.50 3.55Other Income 233.60 171.92Other misc income 4.97 1.99

Net cash flow from / (used in) Investing Activities (B) 226.96 864.62C) Cash Flow from Financing Activities

Interest expense (1,251.32) (1,442.47)Lease rent / hire purchase expense (4.32) (3.96)Increase /(Decrease) in Long Term Borrowing (10,907.68) 3,115.32Increase /(Decrease) in Short Term Borrowing 13,470.91 1,707.65

Net cash flow from / (used in) Finance Activities (C) 1,307.59 3,376.54Net increase/(decrease) in cash and cash equivalents (A+B+C) (84.93) (564.66)Cash and Bank Equivalent at the beginning of the year 127.94 692.60Cash and Bank Equivalent at the end of the year 43.01 127.94

Components of Cash and Cash EquivalentsCash in Hand 29.54 1.37In Current Accounts 13.47 126.57

43.01 127.94

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015NOTE NO. 1Significant Accounting Policiesa) Corporate Information

MVL Ltd. (hereinafter referred to as the “Company”) is a Company domiciled in India and incorporated under the provisions ofthe Companies Act 1956 read with companies Act 2013 (The Act). The Company is engaged in the business of Real estatebuilders & developers.

b) Basis of AccountingThe financial statements of the company are prepared and presented under the historical cost convention and comply in allmaterial respects with applicable accounting standards as specified under section 133 of the companies Act 2013 read withRule 7 of the Companies (Accounts) Rules, 2014, All incomes & expenditure are accounted for on accrual method of accountingunless otherwise stated hereafter. Accounting policies not specifically referred to are consistent with Generally AcceptedAccounting Principles

c) Use of EstimatesThe presentation of financial statements in conformity with the generally accepted accounting principles requires estimates andassumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on thedate of the financial statements and the reported amount of revenues and expenses during the reporting year. Actual resultscould differ from those estimates and any revision is recognized in the current and future years.

d) Revenue RecognitionReal Estate Projectsi. Revenue from Real Estate Projects is recognized in accordance with the provisions of Accounting Standard (AS) 9 on

Revenue Recognition, read with Guidance Note on “Recognition of Revenue by Real Estate Developers”Revenue is recognized based on “Percentage of Completion” method and on the percentage of actual project costs incurredthereon to total estimated project cost, subject to such actual cost incurred being 25 per cent or more of the total estimatedproject cost

ii. The estimates of the projected revenues, saleable area and projected costs are reviewed periodically by the managementand any effect of changes in estimates is recognized in the period such changes are determined.

iii. Where aggregate of the payments received provide insufficient evidence of Buyers commitment to make the completepayment, revenue is recognized only to the extent of realization.

iv. While all incomes and expenses are accounted for on accrual basis, Interest on delayed payments by customers againstdues is taken on realization, owing to practical difficulties and uncertainties involved.

v. With effect from April 1, 2012 in accordance with the Revised Guidance Note issued by Institute of Chartered Accountantsof India (“ICAI”) on “Accounting for Real Estate Transactions (Revised 2012)”, the Company has revised its AccountingPolicy of revenue recognition for all projects commencing on or after April 1, 2012 or project where the revenue is recognizedfor the first time on or after the said date. As per this Guidance Note, the revenue is recognized on percentage of completionmethod provided all of the following conditions are met at the reporting date.

atleast 25% of estimated construction and development costs (excluding land cost) has been incurred;atleast 25% of the saleable project area is secured by the Agreements to sell/application forms (containing salient termsof the agreement to sell); andatleast 10% of the total revenue as per agreement to sell are realized in respect of these agreements.

e) Cost of construction / DevelopmentAccumulated project cost i.e. cost of construction / development comprises of: -a) Expenses directly related to the project.b) Finance Cost including interest and charges incurred up to the completion of the project are considered as attributable cost

to the project and included under accumulated Project cost.c) Project costs in relation to a project ordinarily comprise

Cost of land and cost of development rights -All costs related to the acquisition of land, development rights in the landor property including cost of land, cost of development rights, rehabilitation costs, registration charges, stamp duty,brokerage costs and incidental expenses.Borrowing Costs – In accordance with Accounting Standard (AS) 16, Borrowing Costs which are incurred directly inrelation to a project are apportioned to the project.Construction and development costs – These would include costs that relate directly to the specific project and coststhat may be attributable to project activity in general and can be allocated to the project.

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f) InventoryThe Inventory comprises of lands, projects completed or under construction, building material in hand and rights in identifiedlands including: -a) Work-in-progress comprises of land, materials, services and other overheads related to project under construction and is

valued at cost.b) Stock of building material is valued at cost.c) Completed units remaining unsold are valued at lower of cost or market value.

g) Trade ReceivablesTrade receivable/unbilled receivable represent revenue recognized on “Percentage of completion method” less amounts receivedfrom customers as per flat buyer’s agreement.

h) Fixed AssetsFixed Assets are stated at cost, net of accumulated depreciation. Cost includes original cost of acquisition, including incidentalexpenses related to such acquisition and installation.

i) Depreciationi) Depreciation on tangible and intangible assets is provided on the Useful life method as specified under Companies Act

2013. Depreciation on additions/ deletions to/from fixed assets is provided on pro-rata basis from the date the asset is putto use /discarded.

(ii) The Management estimate of the useful life of the assets is as below:Buildings (RCC Structure) 60 yearsFurniture & Fixture 10 yearsOffice equipment 5 yearsComputer equipment 3 yearsVehicles 10 yearsComputer Server 6 years

j) Impairment of AssetsThe Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If suchindication exists, the company estimates the recoverable amount of the asset. If such recoverable amount of the asset or therecoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amountis reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Profit and LossAccount. If at the Balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, therecoverable amount is reassessed and the asset is reflected at the recoverable amount.

k) InvestmentsInvestments are all long term, which are stated at cost. Provision for diminution in value thereof, other than temporary in nature,is accounted for.

l) Borrowing Costa) Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets for the year up to the

completion/installation or construction of such asset respectively are capitalized as part of the cost of such asset.b) Borrowing costs directly attributable to projects under taken by the company are charged to each such project on year to

year basis and is treated as cost of the project.c) All other borrowing costs are charged to revenue in the year in which they are incurred.

m) Taxationa) Current Tax

Provision for Income Tax is based on assessable profits of the company as computed in accordance with the relevantprovision of the Income Tax Act, 1961 for the year ending 31st March 2015.

b) Deferred TaxDeferred Tax is recognized on timing differences; being the difference between taxable incomes and accounting incomethat originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets on unabsorbedtax losses and tax depreciation are recognized only when there is a virtual certainty of their realization and on other itemswhen there is reasonable certainty of realization. The tax effect is calculated on the accumulated timing differences at theyearend based on the tax rates and laws enacted or substantially enacted on the balance sheet date.

n) Provisions, Contingent Liabilities and Contingent Assets:Provisions are recognized only when there is a present obligation as a result of past events and when a reliable estimate of theamount of obligation can be made. Contingent Liability is disclosed for (1) Possible obligations which will be confirmed only byfuture events not wholly within the control of the company or (2) Present obligations arising from past events where it is notprobable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of obligationcannot be made. Contingent assets are not recognized in the financial statements since this may result in recognition of incomethat may not be realized in the near future.

60

NOTE PARTICULARS AS AT AS ATNO. 31/03/2015 31/03/2014

(Rs.) (Rs.)

2 SHARE CAPITALAUTHORISED CAPITAL73,00,00,000 Equity shares of Re.1/- each 730,000,000 730,000,000ISSUED,SUBSCRIBED & PAID-UP CAPITAL:-60,12,43,200 Equity Shares of Re.1/- each fully paid up. 601,243,200 601,243,200

601,243,200 601,243,200

(a) There is no variation or change in the issued, subscribed and fully paid-up capital structure during the year. Therefore,no separate disclosure of reconciliation of the number of equity share outstanding as at the beginning and at the endof the year is required.

(b) Shareholders Holding more then 5% shares based on legal ownership in the subscribed share capital of the companyis set out below:

As at 31st March2015 As at 31st March2014 Name of the shareholder No.of Shares % held No.of Shares % held

1 Noesis Industries Limited - - 56,764,596 9.442 Media Magnetic Cassettes Limited 102,840,934 17.10 158,040,934 26.293 MVL Credits Holdings & Leasing Limited 117,678,651 19.58 40,015,023 6.664 Media Holding Private Limited - - 32,847,560 5.47

NOTE PARTICULARS AS AT AS ATNO. 31/03/2015 31/03/2014

3 RESERVES & SURPLUS:-(a) General Reserve

Opening Balances 113,897,892 108,897,892Add : Provided during the year - 5,000,000Less Depreciation short provided (as per revised guidelines) 1,177,935.00 -

112,719,957 113,897,892(b) Capital Reserve 109,016,486 109,016,486(c) Share Premium 130,265,776 130,265,776(d) Surplus/(Deficit) in the Statement of Profit and Loss

Opening Balance 741,765,877 664,620,085Add : Profit / (Loss) for the Year 5,459,038 82,145,792Less : Transfer to General Reserve - 5,000,000Closing Balance 747,224,914 741,765,877

1,099,227,133 1,094,946,031 4 LONG-TERM BORROWINGS

Term Loans - SecuredCanara Bank 774,946,344 774,941,286(Repayable in 4 Quarterly installments starting from December 2014.)UCO Bank 446,153,618 446,153,618(Repayable in 8 Quarterly installments starting from December 2013.)Dena Bank 260,309,516 269,985,144(Repayable in 8 Quarterly installments starting from August 2012.)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

61

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

Sicom Limited 434,567,696 276,258,139(Repayable in 54 Monthly installments starting from October 2014.)IFCI Factors Limited 161,914,789 -(Repayable in 36 Monthly installmentsstarting from October 2014)IFCI Limited 487,758,639 538,507,857(Repayable in 8 Quarterly installments starting from September 2011.)(After revocation of restructuring on 18th July 2014)Interest Payable - -Term Loans - Unsecured - -From Others 2,399,558 5,880,995[Secured against hypothecatoin of Vehicles]

2,568,050,160 2,311,727,039Less : Current maturities of Long Term Borrowingsincluded under Note No. 7 “Short Term Borrowings” 2,099,571,984 752,480,249

468,478,176 1,559,246,790

5 OTHER LONG-TERM LIABILTIESSecurity Received 5,697,898 6,399,959Advances Received from Customers 394,343,412 300,278,917

400,041,310 306,678,876 6 LONG-TERM PROVISIONS

Provision for Gratuity 5,384,234 4,063,886

5,384,234 4,063,886 7 SHORT TERM BORROWINGS

Current Maturities of Long Term Borrowings (Refer Note 4) 2,099,571,984 752,480,249

2,099,571,984 752,480,249

8 TRADE PAYABLES

For Construction & Purchase 133,643,099 47,324,815

133,643,099 47,324,815 9 OTHER CURRENT LIABILITIES

Duties & Taxes Payable 31,944,893 34,393,197Expenses & Others 77,461,115 44,458,473Unclaimed Dividend 319,447 320,347

109,725,456 79,172,017 10 SHORT-TERM PROVISONS

Provision for Tax 21,540,769 20,041,769Provision for Bonus 2,948,517 1,588,526Provision for LTA 2,041,099 1,260,729Provision for Leave Encashment 2,819,817 2,490,680

29,350,202 25,381,704

NOTE PARTICULARS AS AT AS ATNO. 31/03/2015 31/03/2014

(Rs.) (Rs.)

62

Note - 11

Particulars Gross Block Depreciation Net BlockCost as on Additions Delection/ Cost as on Total upto Current Adjustment Total upto As at As at01-04-2014 Sale 31-03-2015 01-04-2014 Year for deletion/ 31-03-2015 31-03-2015 31-03-2014

Sale

(A) Tangible Assets :

LAND * 38,353,400 - - 38,353,400 - - - - 38,353,400 38,353,400

OFFICE BUILDING * 21,512,487 - - 21,512,487 5,084,579 - (765,150 ) 4,319,429 17,193,058 16,427,908

VEHICLE 37,231,800 - 11,056,252 26,175,548 9,311,778 3,240,237 (1,971,737) 10,580,278 15,595,270 27,920,022

Plant & Machinery - 3,050,000 - 3,050,000 - - - - 3,050,000 -

OFFICE EQUIPMENT 9,011,322 683,325 - 9,694,647 1,388,767 1,911,060 1,826,637 5,126,464 4,568,183 7,622,555

COMPUTER 5,144,948 - - 5,144,948 2,618,241 1,056,999 116,448 3,791,688 1,353,260 2,526,707

COMPUTER SERVER 398,092 - - 398,092 132,684 46,402 - 179,086 219,006 265,408

FURNITURE & FIXTURE 8,426,934 - - 8,426,934 1,682,594 659,430 - 2,342,024 6,084,910 6,744,340

TOTAL (A) 120,078,983 3,733,325 11,056,252 112,756,056 20,218,643 6,914,128 (793,802) 26,338,969 86,417,087 99,860,340

(B) INTANGIBLE ASSETS

COMPUTER SOFTWARE 210,000 - - 210,000 157,252 25,826 - 183,078 26,922 52,748

TOTAL (B) 210,000 - - 210,000 157,252 25,826 - 183,078 26,922 52,748

(C) CAPITAL WORK IN PROGRESS

ASSETS UNDER INSTALLATION 2,411,577 2,659,974 - 5,071,551 - - - - 5,071,551 2,411,577

TOTAL (C) 2,411,577 2,659,974 - 5,071,551 - - - - 5,071,551 2,411,577

TOTAL (A)+(B)+(C) 122,700,560 6,393,299 11,056,252 118,037,607 20,375,895 6,939,954 (793,802) 26,522,047 91,515,560 102,324,665

Previous Year 93,955,869 30,050,864 1,306,173 122,700,560 15,894,991 5,132,612 651,708 20,375,895 103,234,665 78,060,878

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

NOTE PARTICULARS AS AT AS ATNO. 31/03/2015 31/03/2014

(Rs.) (Rs.)12 NON-CURRENT INVESTMENTS

Equity Shares (Long Term) (Unquoted at cost)Investment in SubsidiariesMVL Developers Limited100000 Equity shares of Rs. 10/- each 1,000,000 1,000,000Creative Pool Developers Private Limited10000 Equity shares of Rs. 10/- each 100,000 100,000Parisar Property Developers Private Limited10000 Equity shares of Rs. 10/- each 100,000 100,000Udyan Horticultures Private Limited10000 Equity shares of Rs. 10/- each 100,000 100,000Investment in Other than SubsidiariesMVL Constructions Limited9994 Equity shares of Rs. 10/- each 99,940 99,940MVL Solar Power Limited24700 Equity Shares of Rs. 10/- each 247,000 247,000MVL Telecom Limited(For dimunition in the value of permanenet nature Refer Note No. 39) 980,000 980,0009800000 Equity Shares of Rs. 10/- eachShri Tirupati Balaji Electronics Private Limited1123490 Equity Shares of Rs. 10/- each 11,234,900 11,234,900Mutual Funds (Quoted at cost)94295 units of Rs.10/- each of Mutual Fund - DSP Black Rock - 1,000,000OthersInvestment - Precious Metals 4,241,028 5,923,594

18,102,868 20,785,434Market Value of quoted SecuritiesMutual Funds 950,684 950,684

* Land and Building acquired on demorger from the parent company continues to be morgtaged to the Finance Institution for laon availed by the Parent Company

63

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

13 LONG-TERM LOANS AND ADVANCESSecurity Deposits 2,194,681 1,927,535Prepaid Expenses 1,157,276 3,494,672Advance Income Tax 1,113,523 680,963Advances for Projects (Land) 861,976,117 740,300,993Others Advances 172,415,000 242,820,000Advances to Contractors & Suppliers 103,572 103,572

1,038,960,169 989,327,735

14 OTHER NON-CURRENT ASSETSInterst accured 528,076 28,132

528,076 28,132

15 INVENTORIESMaterials at Site 2,523,410 572,831Project Work in Progress (At Cost) 990,743,073 962,989,232

993,266,483 963,562,063

16 TRADE RECEIVABLES(Unsecured, Considered good unless otherwise specified)Due for over six months 2,314,555,940 1,756,840,309Due for less than six months 144,824,156 459,719,871

2,459,380,096 2,216,560,180

17 CASH AND CASH EQUIVALENTSCash in Hand and on Imprest 1,347,275 137,276Balance with Scheduled Bank (in Current A/c) 2,954,074 12,656,480FDR’s/ Margin Money with Scheduled Banks (Pledged) 62,816,516 57,115,357

67,117,865 69,909,113

18 SHORT-TERM LOANS AND ADVANCES(Unsecured, Considered good unless otherwise specified)Advance to Contractors & Suppliers 11,760,964 9,355,580Other Advances 264,730,404 99,051,965Other Advnaces recoverable in cash or in kind of for value to be received 2,384,924 714,316

278,876,292 109,121,861

NOTE PARTICULARS AS AT AS ATNO. 31/03/2015 31/03/2014

(Rs.) (Rs.)

64

19 REVENUE FROM OPERATIONSSale of Projects 390,931,386 702,654,905

390,931,386 702,654,905 20 OTHER INCOME

Interest from Customers 19,618,934 14,339,050Interest from Bank FDR 3,741,134 2,853,551Misc. Income 496,837 198,605

23,856,905 17,391,206 21 COST OF CONSTRUCTIONS / DEVELOPMENT

Construction and Land & Development Costs 123,236,733 111,622,478Other Indirect Costs 15,481,106 243,828,731Total cost upto 31.03.2015 138,717,839 355,451,209

22 (INCREASE)/DECREASE IN STOCKSOpening Stocks 963,562,064 930,713,075Closing Stocks 993,266,483 963,562,064

(29,704,419) (32,848,989) 23. EMPLOYEE BENEFITS EXPENSES

Salary, Allowances & Welfare 55,345,630 44,876,014Bonus 1,733,305 1,359,628Contributions to Provident Fund & ESI 1,438,862 772,652

58,517,797 47,008,294 24 FINANCE COSTS

Bank Charges 415,893 1,047,092Interest 124,716,211 143,199,818Hire Purchases Charges 431,980 396,293

125,564,083 144,643,202 25 OTHER EXPENSES

Advertisement 11,784,554 31,918,497Auditors Remuneration 646,072 589,890Balances Written off (677,278) 36,382,417Books & Periodicals 1,887,440 1,900,064Business Promotion 5,550,747 8,319,868Conveyance Expenses 5,174,447 5,572,817Commission & Brokrage 18,045,090 43,713,300Diwali Expenses 355,859 566,473Donation 16,100 -Electricity Expenses 2,024,677 3,372,261Insurance 323,112 184,664Legal & Professional Charges 10,388,051 13,499,455Loss on Sale of Fixed Assets 6,534,514 299,465Meeting Expenses 117,874 133,387Misc. Expenses 35,145 -Membership Fee 284,715 615,379Office Expenses 7,007,396 6,268,240Postage & Telegram 383,304 389,682Printing & Stationery 925,578 1,501,845Rate, Fee & Taxes 1,494,611 928,483Rent 25,668,343 25,706,868Repair & Maintenance 2,595,614 1,956,439Telephone Exp. 3,546,894 3,238,240Travelling Expenses (Director) 1,805,927 2,259,256Travelling Expenses (Others) 1,433,424 3,438,840Watch & Ward 1,884,970 2,615,743Prior Period Expenses (Net) - 7,043

109,237,181 195,378,616

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

NOTE PARTICULARS For the year ended For the year endedNO. 31st March 2015 31st March 2014

(Rs.) (Rs.)

65

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.201526. Retirement Benefits

a) Contributions payable by the Company to the concerned Government Authorities in respect of Provident Fund, FamilyPension fund and Employee State Insurance are charged to the statement of profit and loss.

b) Provisions for gratuity and Leave Encashment are made on actuarial valuation, as per Accounting Standard (AS)-15.Defined Benefit PlansIn respect of Gratuity and Leave encashment as carried out by an independent actuary as at 31st March 2015 are as under:-

S. Particulars Current Period Last YearNo.

Gratuity Leave Gratuity LeaveEncashment Encashment

I Expenses recognized in the statement of Profit and Loss account1 Current service cost 10,51,851 12,58,070 7,52,018 13,33,782

2 Interest cost 3,69,814 2,26,652 1,61,167 1,46,924

3 Net Actuarial (gain)/losses recognized 28,912 (9,21,203) (4,68,599) (1,22,993)

4 Past service cost - - - -

5 Settlement cost - - - -

6 Expenses recognized in the statement of profit and loss account 14,14,577 5,63,519 24,89,915 13,57,713

II Net Assets/(Liability) recognized in the Balance sheet1 Present value of obligation as at the end of the year 53,84,234 28,19,817 40,63,886 24,90,680

2 Fair value of Plan assets as at the end of the year - - - -

3 Funded status [surplus/deficit] (53,84,234) (28,19,817) (40,63,886) (24,90,680)

4 Net Liability recognized in balance sheet 53,84,234 28,19,817 40,63,886 24,90,680

III Change in present value of obligation during the year1 Present value of obligation as at the beginning of the year 40,63,886 24,90,680 17,71,071 16,14,553

2 Acquisition adjustment - - - -

3 Interest cost 3,69,814 2,26,652 1,61,167 1,46,924

4 Past service cost - - - -

5 Current service cost 10,15,851 12,58,070 7,52,018 13,33,782

6 Settlement cost - - - -

7 Benefit paid (94,229) (2,34,382) (1,97,100) (4,81,586)

8 Actuarial (gain)/loss on obligation 28,912 (9,21,203) (4,68,599) (1,22,993)

9 Present value of obligation as at the end of the year 53,84,234 28,19,817 40,63,886 24,90,680

IV Change in the plan value of assets during the year1 Fair value of plan assets at the beginning of the year - - - -

2 Expected return on plan assets - - - -

3 Contributions - - - -

4 Benefits paid - - - -

5 Actuarial Gain/(loss) on plan assets - - - -

6 Fair value of plan assets as at the end of the year - - -

Actuarial Assumptions:1 Discount rate 7.80% 9.10%

2 Rate of increase in compensation 10.00% 10.00%

3 Rate of return on plan assets - -

4 Average Outstanding service of Employee’s upto retirement 27.60 Years 28.79 Years

66

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.201527. Accounting Standards

The Company follows all applicable accounting standards as required under Section 133 of the companies Act 2013 readwith Rule 7 of the Company (Accounts) Rules, 2014.

For the Year For the YearNOTE PARTICULARS Ended 31.03.15 Ended 31.03.14NO. (Rs. in Lacs) (Rs. in Lacs)

28. Contingent Liabilities

For Corporate Guarantees given 1500.00 1500.00

For Bank Guarantees availed 1020.46 1020.46

29. Claims not acknowledged as debt

For Commercial disputes 612.29 571.04

30. Advances considered doubtful of recovery forwhich no provision has been made 2325.69 1.03

31. Deferred Tax Liabilities (Net) 10.82 10.81

32. Auditors Remuneration CoversFor Statutory Audit & Tax Audit 3.50 3.50For Taxation matters 1.50 1.50For Other Services and service tax 1.46 0.90

33. Directors Remuneration CoversSalaries 68.29 46.75Sitting fees 1.56 1.56

34. Earning per Share (EPS)

Particulars Unit For the Year For the YearEnded 31.03.15 Ended 31.03.14

Profit attributable to equity share holder (numerator) “A” Rs. 54.59 Lacs 821.451 Lacs

No. of equity shares at the beginning of the year Nos. 60,12,43,200 60,12,43,200

No of equity shares entitled to share profits. Nos. 60,12,43,200 60,12,43,200

Weighted average no. of equity shares at year end. “B” Nos. 60,12,43,200 60,12,43,200

Face Value per Equity Share Rs. Re.1/- Re.1/-

Basic / Diluted earning per share (A) / (B) Rs. 0.01 0.14

35. Determination of Revenues under ‘Percentage of Completion Method’ necessarily involves making estimates by managementfor percentage of completion, projected cost to completion, revenues expected from projects, and foreseeable losses. Theseestimates being of technical nature have been relied upon by the auditors as per management representations.

36. In the opinion of Directors, the current assets, loans and advances including advances for purchase of land have value onrealization in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheetexcept as otherwise stated.

37. Some of the Debit and credit balances of Trade Receivables, Trade Payable, Loans, advances, bank accounts and deposits aresubject to confirmation and consequent adjustment if any arising from subsequent reconciliation. The Management however isof the view that there will be no material adjustment in this regard.

67

38. Penal Interest on loan from banks and financial institutions if any payable for defaults in accounts declared NPA or otherwisehas not been provided. Liability for unascertained value of penal interest has not been quantified nor provided on account ofthe uncertain and discretionary nature of such charges pending negotiations for settlement of dues.

39. As per board resolution dated 17.02.2015, it was resolved by the board that loans availed from banks and financial institutionswhich have been declared as NPA and on which the lenders are not providing interest, no interest on such accounts be providedw.e.f 01.04.2014. Interest on these loans provided upto 31.12.2014 is also resolved to be reversed. The management shall takea decision in respect of this liability after negotiation and final settlement with the lenders.In consequence of the above resolution, interest of Rs. 23,93,55,615/- expensed upto 31.12.2014 has been reversed during thelast quarter of F.Y. 2014-2015. Out of this interest Rs.17,59,92,811/- being the interest directly related with the projects has beenreduced from the construction cost of respective projects and Rs. 6,33,62,804/-has been reduced from the financial expenses.Total liability towards interest on loans from banks and financial institutions not provided in these financial statements for theyear 2014-2015 is Rs. 32,39,14,890/-. Out of this interest as per the system of revenue recognition followed by the company,namely Percentage of Completion method (POC), interest of Rs. 23,85,94,630/- directly related with ongoing real estateprojects was required to be expensed as direct project cost, which would have resulted in the increase in the percentage ofcompletion. Thus proportionate recognition of sales would have gone up by Rs. 26,14,60,650/-, resulting in the increase in thenet profit by Rs. 2,28,66,020/- (26,14,60,650/- minus 23,85,94,630/-)The other component of interest of Rs. 8,53,20,260/- for the F.Y. 2014-2015 not provided, and not directly related with anyproject, was required to be expensed as financial charges which would have resulted in reduction of profit to the extent of Rs.8,53,20,260/-Net effect of non provision of interest on loans from banks and financial institution declared NPA is that : -a) Sales as per the system of revenue recognition regularly followed, are understated by Rs. 26,14,60,650/-b) Net Loss from operations is understated by Rs. 6,24,54,240/- (8,53,20,260 minus 2,28,66,020/-)

40. Advance of Rs. 2324.65 Lacs outstanding in the name of related company Noesis Industries Ltd. (formerly MVL Industries Ltd.)as at 31.3.2015 is doubtful for recovery for which no provision has been made in these accounts. Noesis Industries Ltd hasnegative net worth with no means to repay the principal amount of the said advance. The advance to a sick company isprejudicial to the interest of the company.No interest has been charged on above said advance given to the related company to meet its immediate liabilities. Nonprovision of interest on advance of Rs. 2324.65 lacs is in contravention to the Companies Act 2013.

41. Previous year figures have been regrouped and rearranged, wherever necessary to facilitate comparison with current yearfigures.

42. BANK LOANS(a) Following Term Loans have been availed by the Company from Banks and Financial Institutions:-

(i) Term Loan from Consortium of Canara Bank and UCO Bank secured against first pari passu charge on moveable andimmoveable assets situated at IT Park Sector 35, Gurgaon.

Further secured against personal guarantee of Managing Director and Corporate Guarantee provided by associatecompany.

(ii) Term Loan from Dena Bank secured against first charge on entire assets of MVL Indihome Group Housing Projectsituated at Bhiwadi.

Further secured against personal guarantee of Managing Director.(iii) Corporate Loan from IFCI Ltd secured against pledge of equity shares owned by associate company, personal guarantee

of Managing Director and Corporate Guarantee of associate company.(iv) Sicom Ltd secured against first charge on property belonging to associate company including hypothecation of receivables

thereupon.Further secured against personal guarantee of Managing Director

(v) IFCI Factors Ltd secured against flats situated at Bhiwadi and pledge of shares owned by associate company.

Further secured against personal guarantee of the Managing Director.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

68

(b) Present Status of Bank Loans(i) During the year, Canara Bank has declared the loan account as NPA. The Company has objected to the said classification

because it is in contravention to the guidelines issued by Reserve Bank of India, and has invoked the arbitration clause.The matter is pending for adjudication.

(ii) UCO Bank has declared the loan account as NPA and has filed application under Section 19(4) of the Recovery ofDebts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-II, Delhi vide applicationdated 10.7.2014 for recovery of Rs. 43.62 crores along with interest upto the date of payment. UCO Bank has alsoissued notice dated 5.3.2014 under Section 13 (2) of Securitization and Reconstruction of Financial Assets & Enforcementof Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs. 40.00 crores along with furtherinterest up to the date of payment. The issue of notice under SARFAESI Act, 2002 has been challenged by the companyvide letter dated 6.5.2014.

(iii) Dena Bank has declared the loan account as NPA and company’s restructuring proposals is under consideration of thebank.

(iv) IFCI Ltd has declared the Loan Account as NPA and has filed application under section 19(4) of the Recovery of Debtsdue to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-I Delhi vide application dated19.12.2012 for recovery of Rs. 49.24 crores along with interest upto the date of payment. IFCI Ltd has also issuednotice dated 8.12.2014 under section 13(4) of SARFAESI Act, 2002 claiming their dues, and the same has beenchallenged by the company under section 17 before DRT Jaipur. An interim stay has been granted by DRT Jaipur videits Order dated 11.02.2015.

43. On space/unit buyers deposit received under assured return scheme, interest has been short provided to the extent ofRs. 447.55 lacs since some depositors are interested to take additional space linked with construction and possession, in lieuof Assured Return Agreement.

44. During the year security exchange board of India (SEBI) has passed an order dated 19.12.2014 declaring violation of collectiveinvestment scheme for not taking advance permission in respect of collection received for IBC, Gurgaon project in terms ofsection 11AA of SEBI Act. The company has challenged the said order, requiring the company to refund the total collection byfilling an appeal before Securities Appellate Tribunal (SAT). The said appeal of the company is allowed and interim stay isgranted by SAT vide its order dated 18.03.2015.

45. Disclosure of Related Party Transactions in accordance with Accounting Standard (AS)- 18 “Related Party Disclosures Stay”.a) Subsidiaries (Group – A)

MVL Developers Ltd.Udyan Hoticultures Pvt. Ltd.Creative Pools Developers Pvt. Ltd.Parisar Property Developers Pvt. Ltd.

b) Associates (Group – B)Shri Tirupati Balaji Electronics Pvt. Ltd.Falcon Technosystems Ltd.

c) Key Managerial Personnel (Group – C)Mr. Prem Adip Rishi – ChairmanMr. Rakesh Gupta – Director & Chief Financial OfficerMr. Sushil Aggarwal – Vice President (Company Affairs& Legal)Mr. Dhiraj Suri – Vice President Operations

d) Relatives of Key Managerial Personnel Relative (Group – D)Mr. Arjun RishiMr. Prem Adip Rishi (HUF)Mrs. Anuradha Rishi

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

69

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

Summary of transactions carried out with related parties (Rs. In Lacs)

Sl. Nature of Referred Referred Referred Referred Referred in Total TotalNo. Transactions in 45 (a) in 45 (b) in 45 (c) in 45 (d) 41 (e) For the For the

year ended year ended31/03/15 31/03/14

i Advances paid for purchase of immovable Property - - - - - - 439.43ii. Construction Costs - - - - 41.55 41.55 711.63iii. Director remuneration/ Commission/Sitting Fees - - 68.29 - - 68.29 48.31iv. Managerial Remuneration/ contribution to PF - - 28.25 - - 28.25 29.68v. Rent & Fees - - - 92.40 - 92.40 92.40vi. Reimbursement Received - 0.80 - - 0.44 1.24 1.83vii. Corporate Guarantee Given - - - - 1500.00 1500.00 1500.00viii. Guarantees Availed - - - - 5425.00 5425.00 5425.00ix. Purchase of fixed Assets - - - - 30.50 30.50 -x. Loans/Advances given 2415.53 2415.53 -xi. Year End Balances

Receivables 317.92 - - - 7174.83 7492.75 990.52

Payables 61.88 - - - 513.95 575.83 813.68

46. Information pursuant to clause 32 of the listing agreement with stock exchanges : -

a) Loans and advances in the nature of loans to subsidiaries : -

Particulars Balances Maximum balance during the year(Rs. in Lacs) (Rs. in Lacs)

As at As at As at As at31.03.2015 31.03.2014 31.03.2015 31.03.2014

MVL Developers Ltd. 316.95 312.37 316.95 321.64(Subsidiary)

There is no stipulation of repayment of loan and no interest is charged on above loan to subsidiary.

e) Companies/Parties in which key management Person or his relatives have substantial interest/significant influence(Group – E)Media Holding Pvt. Ltd.

Media Magnetic Cassettes Ltd.

MVL Credits Holdings & Leasing Ltd.

Noesis Industries Ltd.

Risbro Technical Equipment Pvt. Ltd.

Cardinal Infratech Ltd.

Balaji Tirupati Property Developers Pvt. Ltd.

Note : - List of related parties has been identified by the management and relied upon by the auditors

70

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

b) There are no loans & advances in the nature of loans to Associate and to firms and companies in which directors areinterested, other than as disclosed above.

c) There is no investment by the loanee in the shares of parent company.

47. As per the best estimate of the Management, no provision is required to be made in terms of Accounting Standard (AS)-29,in respect of any present obligation as a result of past event that could lead to a probable outflow of resource which would berequired to settle the obligation.

48. Information pursuant to paragraph 3 & 4 of Part-II of Schedule VI of the Act to the extent applicable is given below:

For the Year For the Year Particulars Ended 31.03.15 Ended 31.03.14

(Rs. in Lacs) (Rs. in Lacs)

a) Gross Revenue (Real Estate) 3909.31 7026.55

b) Work in progress

Opening balance 9629.89 9264.63

Closing Balance 9907.43 9629.89

c) Brokerage on Sales 180.45 436.05

d) Earnings in Foreign Currency Nil Nil

e) Expenditure in Foreign currency

- For Traveling 1.87 10.06

- For others Nil Nil

f) CIF Value of Imports Nil Nil

Signature for Note “1” to “48”

As per our report even dateFOR ARUN KISHORE & COMPANY For and on behalf of the Board of DirectorsChartered Accountants(ICAI FRN No. : 001898N)

Sd/- Sd/- Sd/- Sd/-CA Arun Kishore (Prem Adip Rishi) (Rakesh Gupta) (Chetna Tyagi)Partner Managing Director Whole Time Director Company SecretaryMembership No.10770 & Chief Financial Officer

Place : New DelhiDate : 30th May, 2015

71

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72

AUDITOR’S REPORTAUDITOR’S REPORT TO THE BOARD OF DIRECTORS OF MVL LTD. ON THE CONSOLIDATED FINANCIAL STATEMENTS OFMVL LTD. AND ITS SUBSIDIARIES.

1. We have audited the attached consolidated Balance Sheet of MVL Ltd. and its subsidiaries as at 31st March 2015, theconsolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year ended on that dateannexed thereto. These financial statements are the responsibility of the Company’s management and have been preparedby the management on the basis of separate financial statements of the holding and subsidiary companies. Our responsibilityis to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significant estimates made by management,as well as evaluating the over all financial statement presentation. We believe that our audit provides a reasonable basis forour opinion.

3. We report that the consolidated financial statements have been prepared by the Company’s management in accordancewith the requirements of Accounting Standard (AS) - 21, “Consolidated Financial Statements”, Accounting Standard (AS) -23 on “Accounting for investments in Associates in Consolidated Financial statements”.

4. Based on our audit and on consideration of separate financial statements of holding and subsidiary companies and to thebest of our information and according to the explanations given to us, the consolidated financial statements subject to noteno. 37 regarding unconfirmed balances and read together with Significant Accounting policies and Notes thereon, we are ofthe opinion that the attached consolidated financial statements, give a true and fair view in conformity with the accountingprinciples generally accepted in India: -

a) in the case of the consolidated Balance sheet of the state of affairs of the Group as at 31st March, 2015.

b) in the case of the Consolidated Statement of Profit and Loss of the profit of the Group for the year ended on that date:and

c) in the case of Consolidated Cash Flow Statement, of the Cash Flows of the Group for the year ended on that date.

For ARUN KISHORE & COMPANYCHARTERED ACCOUNTANTS

( ICAI FRN : 001898 N)

Sd/-Place : New Delhi CA ARUN KISHOREDate : 30th May 2015 PARTNER

[Membership No. 10770]

73

Consolidated Balance Sheet as at 31st March, 2015PARTICULARS NOTE AS AT AS AT

NO’S 31st Mar 2015 31st Mar 2014(Amount in Rs.) (Amount in Rs.)

EQUITY AND LIABILITIESSHAREHOLDERS’ FUNDS:Share Capital 2 601,243,200 601,243,200Reserves and Surplus 3 1,098,868,634 1,094,698,486

1,700,111,834 1,695,941,686NON-CURRENT LIABILITIESLong-Term Borrowings 4 468,478,176 1,559,246,790Deferred Tax Liabilities (Net) 1,082,615 1,068,331Other Long Term Liabilities 5 400,041,310 306,678,876Long-Term Provisions 6 5,384,234 4,063,886

874,986,335 1,871,057,883CURRENT LIABILITIESShort Term Borrowings 7 2,099,571,984 752,480,249Trade Payables 8 127,454,837 41,526,996Other Current Liabilities 9 117,891,312 87,336,187Short-Term Provisions 10 29,350,202 25,381,704

2,374,268,335 906,725,136

TOTAL: 4,949,366,504 4,473,724,705ASSETSNON-CURRENT ASSETSFixed Assets 11Tangible Assets 86,417,087 99,860,340Intangible Assets 26,922 52,748Capital Work-in-Progress 5,071,551 2,411,577

91,515,560 102,324,665Non-Current Investments 12 16,802,868 19,485,434Long-Term Loans and Advances 13 1,038,960,169 989,327,735Other Non-Current Assets 14 528,076 28,132

1,056,291,113 1,008,841,301CURRENT ASSETSInventories 15 1,026,490,877 996,742,700Trade Receivables 16 2,459,380,096 2,216,560,180Cash and Cash Equivalents 17 68,550,998 71,351,145Short-Term Loans and Advances 18 247,137,860 77,904,714Other Current Assets - -

3,801,559,831 3,362,558,739

TOTAL: 4,949,366,504 4,473,724,705Significant Accounting Policies 1

The Notes referred to above form an integral part of the financial statementsThis is the Balance Sheet referred to in our report of even dateFOR ARUN KISHORE & COMPANY For and on behalf of the Board of DirectorsChartered Accountants(ICAI FRN No. : 001898N)

Sd/- Sd/- Sd/- Sd/-CA Arun Kishore (Prem Adip Rishi) (Rakesh Gupta) (Chetna Tyagi)Partner Managing Director Whole Time Director Company SecretaryMembership No.10770 & Chief Financial Officer

Place : New DelhiDate : 30th May, 2015

74

Consolidated Statement of Profit & Loss for the year ended 31st March, 2015NOTE FOR THE YEAR FOR THE YEAR

PARTICULARS NO’S ENDED 31/03/2015 ENDED 31/03/2014(Amount in Rs.) (Amount in Rs.)

INCOMERevenue from operations 19 390,931,386 702,654,905Other Income 20 23,856,905 17,391,206

TOTAL 414,788,291 720,046,111EXPENSESCost of Construction / Development 21 138,761,596 356,641,194(Increase)/Decrease in Stock 22 (29,748,177) (34,038,973)Employees Benefits Expenses 23 58,517,797 47,008,294Finance Cost 24 125,564,083 144,643,819Other Expenses 25 109,334,852 195,497,858Depreciation and amortization 11 6,939,954 5,132,612

TOTAL 409,370,105 714,884,804

Profit/(Loss) from Ordinary activities before Exceptional Item 5,418,187 5,161,307Exceptional Items Dr/(Cr) - -

Profit/(Loss) from Ordinary activities before Tax 5,418,187 5,161,307Tax ExpensesCurrent Tax 1,499,000 2,500,000Deferred Tax 14,284 (540,958)

Profit/(Loss) from Ordinary activities after Tax 3,904,903 3,202,265Write back of Excess Provisions (1,443,181) (78,823,667)

Net Profit for the Period from Ordinary activities after Tax 5,348,084 82,025,932Extra Ordinary Items (Net of Tax) - -

Net Profit for the Period 5,348,084 82,025,932

Earing per equity share (Nominal value of shares Rs. 1/- each)Basic (in Rs.) 0.01 0.14Diluted (in Rs.) 0.01 0.14Significant Accounting Policies 1

The Notes referred to above form an integral part of the financial statementsThis is the Statement of Profit & Loss referred to in our report of even date

FOR ARUN KISHORE & COMPANY For and on behalf of the Board of DirectorsChartered Accountants(ICAI FRN No. : 001898N)

Sd/- Sd/- Sd/- Sd/-CA Arun Kishore (Prem Adip Rishi) (Rakesh Gupta) (Chetna Tyagi)Partner Managing Director Whole Time Director Company SecretaryMembership No.10770 & Chief Financial Officer

Place : New DelhiDate : 30th May, 2015

75

FOR ARUN KISHORE & COMPANY For and on behalf of the Board of DirectorsChartered Accountants(ICAI FRN No. : 001898N) Sd/- Sd/- Sd/- Sd/-CA Arun Kishore (Prem Adip Rishi) (Rakesh Gupta) (Chetna Tyagi)Partner Managing Director Whole Time Director Company SecretaryMembership No.10770 & Chief Financial OfficerPlace : New DelhiDate : 30th May, 2015

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.2015S. PARTICULARS FOR THE YEAR FOR THE YEARNo. ENDED 31.03.2015 ENDED 31.03.2014

(RS. IN LACS) (RS. IN LACS)

A. Cash flow from Operating activitiesNet profit before taxation & extraordinary items 53.48 51.61

Non-cash adjustment to reconcile profit before tax to net cash flowsDepreciation and Amortisation 69.40 51.33Revenue Exp./other claims written off (6.77) 363.82Profit/(Loss) on sale of Fixed Assets 65.34 2.99Interest expense 1,251.32 1,442.47Lease rent / hire purchase expense 4.32 3.96Interest income (233.60) (171.92)Other misc income (4.97) (1.99)

Operating Profit before working capital changes 1,198.52 1,742.27Movement in working capital

Increase/(Decrease) in Trade Payables 859.28 (225.22)Increase/(Decrease) in Long Term Liabilities & Provisions 946.83 2,192.63(Increase)/Decrease in Other current liabilities and short term Provisions 345.23 8.79Increase/(Decrease) in Trade Receiavable (2,428.20) 1,809.99(Increase)/Decrease in Inventories (297.48) (340.39)(Increase)/Decrease in Long Term Loan and Advances (552.79) (8,281.16)(Increase)/Decrease in Short Term Loan and Advances (1,692.13) (369.42)Increase/(Decrease) in Other Non Current Assets (5.00) 3.73

Cash generated from / (used in) operations (1,625.74) (3,458.78)Direct Taxes paid (net of refunds) - (1,781.71)Cash Flow before extrordinary items (1,625.74) (5,240.49)Extraordinary items - write back (6.19) 424.41

Net cash flow from / (used in) Operative Activities (A) (1,619.55) (4,816.08)B. Cash Flow from investing activities.

Purchase of Fixed Assets (63.93) (300.51)Sale of Non-Current Investments 26.82 987.67Proceeds from Sale of Fixed Assets 25.50 3.55Other Income 233.60 171.92Other misc income 4.97 1.99

Net cash flow from / (used in) Investing Activities (B) 226.96 864.62C. Cash Flow from Financing Activities

Interest expense (1,251.32) (1,442.47)Lease rent / hire purchase expense (4.32) (3.96)Increase /(Decrease) in Long Term Borrowing (10,907.68) 3,115.32Increase /(Decrease) in Short Term Borrowing 13,470.91 1,707.65

Net cash flow from / (used in) Finance Activities (C) 1,307.59 3,376.54Net increase/(decrease) in cash and cash equivalents (A+B+C) (85.00) (574.92)Cash and Bank Equivalent at the beginning of the year 142.35 717.27Cash and Bank Equivalent at the end of the year 57.35 142.35

Components of Cash and Cash EquivalentsCash in Hand 19.78 7.76In Current Accounts 37.57 134.59

57.35 142.35This is the Cash Flow Statement referred to in our report of even date

76

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015NOTE NO. 1Significant Accounting Policiesa) Principles of Consolidation

The consolidated accounts are prepared based on line-by-line consolidation of statement of profit and loss and Balance Sheetof MVL Limited and its subsidiaries. The consolidation adjustments have been made in respect of intra group transactions.These consolidated financial accounts are prepared in accordance with Accounting Standard (AS) - 21 on consolidated Financialstatement & Accounting Standard (AS) – 23 on Accounting for investment in associates in consolidated Financial Statements asnotified by companies (Accounting Standard) Rules, 2006 (as amended)

b) Basis of AccountingThe financial statements of the company are prepared and presented under the historical cost convention and comply in allmaterial respects with applicable accounting standards as specified under section 133 of the companies Act 2013 read withRule 7 of the Companies (Accounts) Rules, 2014, All incomes & expenditure are accounted for on accrual method of accountingunless otherwise stated hereafter. Accounting policies not specifically referred to are consistent with Generally AcceptedAccounting Principles

c) Use of EstimatesThe presentation of financial statements in conformity with the generally accepted accounting principles requires estimates andassumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on thedate of the financial statements and the reported amount of revenues and expenses during the reporting year. Actual resultscould differ from those estimates and any revision is recognized in the current and future years.

d) Revenue RecognitionReal Estate Projectsi. Revenue from Real Estate Projects is recognized in accordance with the provisions of Accounting Standard (AS) 9 on

Revenue Recognition, read with Guidance Note on “Recognition of Revenue by Real Estate Developers”Revenue is recognized based on “Percentage of Completion” method and on the percentage of actual project costs incurredthereon to total estimated project cost, subject to such actual cost incurred being 25 per cent or more of the total estimatedproject cost

ii. The estimates of the projected revenues, saleable area and projected costs are reviewed periodically by the managementand any effect of changes in estimates is recognized in the period such changes are determined.

iii. Where aggregate of the payments received provide insufficient evidence of Buyers commitment to make the completepayment, revenue is recognized only to the extent of realization.

iv. While all incomes and expenses are accounted for on accrual basis, Interest on delayed payments by customers againstdues is taken on realization, owing to practical difficulties and uncertainties involved.

v. With effect from April 1, 2012 in accordance with the Revised Guidance Note issued by Institute of Chartered Accountantsof India (“ICAI”) on “Accounting for Real Estate Transactions (Revised 2012)”, the Company has revised its AccountingPolicy of revenue recognition for all projects commencing on or after April 1, 2012 or project where the revenue is recognizedfor the first time on or after the said date. As per this Guidance Note, the revenue is recognized on percentage of completionmethod provided all of the following conditions are met at the reporting date.

atleast 25% of estimated construction and development costs (excluding land cost) has been incurred;atleast 25% of the saleable project area is secured by the Agreements to sell/application forms (containing salientterms of the agreement to sell); andatleast 10% of the total revenue as per agreement to sell are realized in respect of these agreements.

e) Cost of construction / DevelopmentAccumulated project cost i.e. cost of construction / development comprises of: -a) Expenses directly related to the project.b) Finance Cost including interest and charges incurred up to the completion of the project are considered as attributable cost

to the project and included under accumulated Project cost.c) Project costs in relation to a project ordinarily comprise

Cost of land and cost of development rights -All costs related to the acquisition of land, development rights in the landor property including cost of land, cost of development rights, rehabilitation costs, registration charges, stamp duty,brokerage costs and incidental expenses.Borrowing Costs – In accordance with Accounting Standard (AS) 16, Borrowing Costs which are incurred directly inrelation to a project are apportioned to the project.Construction and development costs – These would include costs that relate directly to the specific project and coststhat may be attributable to project activity in general and can be allocated to the project.

f) InventoryThe Inventory comprises of lands, projects completed or under construction, building material in hand and rights in identifiedlands including: -

77

a) Work-in-progress comprises of land, materials, services and other overheads related to project under construction and isvalued at cost.

b) Stock of building material is valued at cost.c) Completed units remaining unsold are valued at lower of cost or market value.

g) Trade ReceivablesTrade receivable/unbilled receivable represent revenue recognized on “Percentage of completion method” less amounts receivedfrom customers as per flat buyer’s agreement.

h) Fixed AssetsFixed Assets are stated at cost, net of accumulated depreciation. Cost includes original cost of acquisition, including incidentalexpenses related to such acquisition and installation.i) Depreciation

i) Depreciation on tangible and intangible assets is provided on the Useful life method as specified under Companies Act2013. Depreciation on additions/ deletions to/from fixed assets is provided on pro-rata basis from the date the asset isput to use /discarded.

ii) The Management estimate of the useful life of the assets is as below:Buildings (RCC Structure) 60 yearsFurniture & Fixture 10 yearsOffice equipment 5 yearsComputer equipment 3 yearsVehicles 10 yearsComputer Server 6 years

j) Impairment of AssetsThe Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If suchindication exists, the company estimates the recoverable amount of the asset. If such recoverable amount of the asset or therecoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amountis reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Profit and LossAccount. If at the Balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, therecoverable amount is reassessed and the asset is reflected at the recoverable amount.

k) InvestmentsInvestments are all long term, which are stated at cost. Provision for diminution in value thereof, other than temporary in nature,is accounted for.

l) Borrowing Costa) Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets for the year up to the

completion/installation or construction of such asset respectively are capitalized as part of the cost of such asset.b) Borrowing costs directly attributable to projects under taken by the company are charged to each such project on year to

year basis and is treated as cost of the project.c) All other borrowing costs are charged to revenue in the year in which they are incurred.

m) Taxationa) Current Tax

Provision for Income Tax is based on assessable profits of the company as computed in accordance with the relevantprovision of the Income Tax Act, 1961 for the year ending 31st March 2015.

b) Deferred TaxDeferred Tax is recognized on timing differences; being the difference between taxable incomes and accounting incomethat originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets on unabsorbedtax losses and tax depreciation are recognized only when there is a virtual certainty of their realization and on other itemswhen there is reasonable certainty of realization. The tax effect is calculated on the accumulated timing differences at theyearend based on the tax rates and laws enacted or substantially enacted on the balance sheet date.

n) Provisions, Contingent Liabilities and Contingent Assets:Provisions are recognized only when there is a present obligation as a result of past events and when a reliable estimate of theamount of obligation can be made. Contingent Liability is disclosed for (1) Possible obligations which will be confirmed only byfuture events not wholly within the control of the company or (2) Present obligations arising from past events where it is notprobable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of obligationcannot be made. Contingent assets are not recognized in the financial statements since this may result in recognition of incomethat may not be realized in the near future.

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

78

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

NOTE PARTICULARS AS AT AS ATNO. 31/03/2015 31/03/2014

(Rs.) (Rs.)

2 SHARE CAPITAL

Authorised73,00,00,000 Equity shares of Re.1/- each 730,000,000 730,000,000

Issued , Subscribed & Paid up Capital60,12,43,200 Equity Shares of Re.1/- each fully paid up 601,243,200 601,243,200

601,243,200 601,243,200

(a) There is no variation or change in the issued, subscribed and fully paid-up capital structure during the year. therefore,no separate disclosure of reconciliation of the number of equity share outstanding as at the beginning and at the endof the year is required.

(b) Shareholders Holding more then 5% shares based on legal ownership in the subscribed share capital of the companyis set out below:

As at March 31, 2015 As at March 31, 2014

Name of the shareholder No. of Shares % held No. of Shares % held

1 Noesis Industries Limited - - 56,764,596 9.44

2 Media Magnetic Cassettes Limited 102,840,934 17.10 158,040,934 26.29

3 MVL Credits Holdings & Leasing Limited 117,678,651 19.58 40,015,023 6.66

4 Media Holding Private Limited - - 32,847,560 5.47

NOTE PARTICULARS AS AT AS ATNO. 31/03/2015 31/03/2014

(Rs.) (Rs.)

3 RESERVES AND SURPLUS

(a) General Reserve

Opening Balances 113,897,892 108,897,892

Add : Provided during the year - 5,000,000

Less Depreciation short provided (As per revised guidelines) 1,177,935.00 -

112,719,957 113,897,892

(b) Capital Reserve 109,016,486 109,016,486

(c) Share Premium 130,265,776 130,265,776

(d) Surplus/(Deficit) in the Statement of Profit and Loss

Opening Balance 741,518,332 664,492,400

Add : Profit / (Loss) for the Year 5,348,084 82,025,932

Less : Transfer to General Reserve - 5,000,000

Closing Balance 746,866,415 741,518,3321,098,868.634 1,094,698,486

79

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

NOTE PARTICULARS AS AT AS ATNO. 31/03/2015 31/03/2014

(Rs.) (Rs.)

4 Term Loans - SecuredCanara Bank 774,946,344 774,941,286(Repayable in 4 Quarterly installments starting from December 2014.)UCO Bank 446,153,618 446,153,618(Repayable in 8 Quarterly installments starting from December 2013.)Dena Bank 260,309,516 269,985,144(Repayable in 8 Quarterly installments starting from August 2012.)Sicom Limited 434,567,696 276,258,139(Repayable in 54 Monthly installments starting from October 2014.)IFCI Factors Limited 161,914,789 -(Repayable in 36 Monthly installments starting from October 2014)IFCI Limited 487,758,639 538,507,857(Repayable in 8 Quarterly installments starting from September 2011)(After revocation of restructuring on 18th July 2014)Interest Payable - -Term Loans - Unsecured - -From Others 2,399,558 5,880,995[Secured against hypothecation of vehicles]

2,568,050,160 2,311,727,039Less : Current maturities of Long Term Borrowingsincluded under Note No. 7 “Short Term Borrowings” 2,099,571,984 752,480,249

468,478,176 1,559,246,790

5 OTHER LONG-TERM LIABILITIESSecurity Received 5,697,898 6,399,959Advances Received from Customers 394,343,412 300,278,917

400,041,310 306,678,876

6 LONG-TERM PROVISIONSProvision for Gratuity 5,384,234 4,063,886

5,384,234 4,063,8867 SHORT-TERM BORROWINGS

Current Maturities of Long Term Borrowings (Refer Note 4) 2,099,571,984 752,480,249

2,099,571,984 752,480,249

8 TRADE PAYABLESFor Construction & Purchase 127,454,837 41,526,996

127,454,837 41,526,996

9 OTHER CURRENT LIABILITIESDuties and Taxes Payable 31,944,893 34,393,197Expenses & Others 85,626,971 52,622,643Unclaimed Dividend 319,447 320,347

117,891,312 87,336,187

80

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

NOTE PARTICULARS AS AT AS ATNO. 31/03/2015 31/03/2014

(Rs.) (Rs.)

10 SHORT-TERM PROVISIONS

Provision for Tax 21,541,769 20,041,769

Provision for Bonus 2,948,517 1,588,526

Provision for LTA 2,041,099 1,260,729

Provision for Leave Encashment 2,819,817 2,490,680

29,351,202 25,381,704

Note - 11

Particulars Gross Block Depreciation Net BlockCost as on Additions Delection/ Cost as on Total upto Current Adjustment Total upto As on As on01-04-2014 Sale 31-03-2015 01-04-2014 Year for deletion/ 31-03-2015 31-03-2015 31-03-2014

Sale

(A) Tangible Assets :

LAND * 38,353,400 - - 38,353,400 - - - - 38,353,400 38,353,400

OFFICE BUILDING * 21,512,487 - - 21,512,487 5,084,579 - (765,150) 4,319,429 17,193,058 16,427,908

VEHICLE 37,231,800 - 11,056,252 26,175,548 9,311,778 3,240,237 (1,971,737) 10,580,278 15,595,270 27,920,022

PLANT & MACHINERY - 3,050,000 - 3,050,000 - - - - 3,050,000 -

OFFICE EQUIPMENT 9,011,322 683,325 - 9,694,647 1,388,767 1,911,060 1,826,637 5,126,464 4,568,183 7,622,555

COMPUTER 5,144,948 - - 5,144,948 2,618,241 1,056,999 116,448 3,791,688 1,353,260 2,526,707

COMPUTER SERVER 398,092 - - 398,092 132,684 46,402 - 179,086 219,006 265,408

FURNITURE & FIXTURE 8,426,934 - - 8,426,934 1,682,594 659,430 - 2,342,024 6,084,910 6,744,340

TOTAL (A) 120,078,983 3,733,325 11,056,252 112,756,056 20,218,643 6,914,128 (793,802) 26,338,969 86,417,087 99,860,340

(B) INTANGIBLE ASSETS

COMPUTER SOFTWARE 210,000 - - 210,000 157,252 25,826 - 183,078 26,922 52,748

TOTAL (B) 210,000 - - 210,000 157,252 25,826 - 183,078 26,922 52,748

(C) CAPITAL WORK IN PROGRESS

ASSETS UNDER INSTALLATION 2,411,577 2,659,974 - 5,071,551 - - - - 5,071,551 2,411,577

TOTAL (C) 2,411,577 2,659,974 - 5,071,551 - - - - 5,071,551 2,411,577

TOTAL (A)+(B)+(C) 122,700,560 6,393,299 11,056,252 118,037,607 20,375,895 6,939,954 (793,802) 26,522,047 91,515,560 102,324,665

Previous Year 93,955,869 30,050,864 1,306,173 122,700,560 15,894,991 5,132,612 651,708 20,375,895 103,234,665 78,060,878

* Land and Building reuqired on demerger from the Parent Company continues to be morgtaged to the Finance Institutions for loan availed by the Parent Company

81

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

NOTE PARTICULARS AS AT AS ATNO. 31/03/2015 31/03/2014

(Rs.) (Rs.)

12 NON-CURRENT INVESTMENTSEquity Shares (Long Term) (Unquoted at cost)Investment in Other than SubsidiariesMVL Constructions Limited9994 Equity shares of Rs. 10/- each 99,940 99,940MVL Solar Power Limited24700 Equity Shares of Rs. 10/- each 247,000 247,000MVL Telecom Limited(For dimunition in the value of permanenet nature Refer Note No. 39) 980,000 980,0009800000 Equity Shares of Rs. 10/- eachShri Tirupati Balaji Electronics Private Limited1123490 Equity Shares of Rs. 10/- each 11,234,900 11,234,900Mutual Funds (Quoted at cost)94295 units of Rs.10/- each of Mutual Fund - DSP Black Rock - 1,000,000OthersInvestment - Precious Metals 4,241,028 5,923,594

16,802,868 19,485,434Market Value of quoted SecuritiesMutual Funds 950,684 950,684

13 LONG-TERM LOANS AND ADVANCESSecurity Deposits 2,194,681 1,927,535Prepaid Expenses 1,157,276 3,494,672Advance Income Tax 1,113,523 680,963Advances for Projects (Land) 861,976,117 740,300,993Other Advances 172,415,000 242,820,000Advances to Contractors & Suppliers 103,572 103,572

1,038,960,169 989,327,73514 OTHER NON-CURRENT ASSETS

Interest accured 528,076 28,132 528,076 28,132

15 INVENTORIESMaterials at Site 2,523,410 572,831Project Work in Progress (At Cost) 1,023,967,467 996,169,869

1,026,490,877 996,742,70016 TRADE RECEIVABLES

(Unsecured, Considered good unless otherwise specified)Due for over six months 2,314,555,940 1,756,840,309Due for less than six months 144,824,156 459,719,871

2,459,380,096 2,216,560,18017 CASH AND CASH EQUIVALENTS

Cash in Hand and on Imprest 1,977,823 776,724Balance with Scheduled Bank (in Current A/c) 3,756,659 13,459,065FDR’s/ Margin Money with Scheduled Banks (Pledged) 62,816,516 57,115,357

68,550,998 71,351,14518 SHORT-TERM LOANS AND ADVANCES

(Unsecured, Considered good unless otherwise specified)Advance to Contractors & Suppliers 11,760,964 9,355,580Other Advances 232,991,972 67,834,818Other Advnaces recoverable in cash or in kind of for value to be received 2,384,924 714,316

247,137,860 77,904,714

82

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

NOTE PARTICULARS For the year ended For the year endedNO. 31st March 2015 31st March 2014

(Rs.) (Rs.)

19 REVENUE FROM OPERATIONSSale of Projects 390,931,386 702,654,905

390,931,386 702,654,905

20 OTHER INCOMEInterest from Customers 19,618,934 14,339,050

Interest from Bank FDR 3,741,134 2,853,551

Misc. Income 496,837 198,605

23,856,905 17,391,206 21 COST OF CONSTRUCTIONS / DEVELOPMENT

Construction and Land & Development Costs 123,236,733 112,723,708

Other Indirect Cost 15,524,863 243,917,486

Total cost upto 31.03.2015 138,761,596 356,641,194

22 (INCREASE) DECREASE IN STOCKS

Opening Stocks 996,742,700 962,703,727

Closing Stocks 1,026,490,877 996,742,700

(29,748,177) (34,038,973)

23 EMPLOYEE BENEFITS EXPENSESSalary, Allowances & Welfare 55,345,630 44,876,014

Bonus 1,733,305 1,359,628

Contributions to Provident Fund & ESI 1,438,862 772,652

58,517,797 47,008,294

24 FINANCE COSTSBank Charges 415,893 1,047,709

Interest 124,716,211 143,199,818

Hire Purchases Charges 431,980 396,2935

125,564,083 144,643,819

83

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

25 OTHER EXPENSES

Advertisement 11,784,554 31,918,497

Auditors Remuneration 730,342 674,160

Balances Written off (677,278) 36,382,417

Books & Periodicals 1,887,440 1,900,064

Business Promotion 5,550,747 8,319,868

Conveyance Expenses 5,174,447 5,572,817

Commission & Brokrage 18,045,090 43,713,300

Diwali Expenses 355,859 566,473

Donation 16,100 -

Electricity Expenses 2,024,677 3,372,261

Insurance 323,112 184,664

Legal & Professional Charges 10,393,952 13,530,827

Loss on Sale of Fixed Assets 6,534,514 299,465

Meeting Expenses 117,874 133,387

Misc. Expenses 35,145 -

Membership Fee 284,715 615,379

Office Expenses 7,007,396 6,268,240

Postage & Telegram 383,304 389,682

Printing & Stationery 925,578 1,501,845

Rate, Fee & Taxes 1,502,111 932,083

Rent 25,668,343 25,706,868

Repair & Maintenance 2,595,614 1,956,439

Telephone Exp. 3,546,894 3,238,240

Travelling Expenses (Director) 1,805,927 2,259,256

Travelling Expenses (Others) 1,433,424 3,438,840

Watch & Ward 1,884,970 2,615,743

Prior Period Expenses (Net) - 7,043

109,334,852 195,497,858

NOTE PARTICULARS For the year ended For the year endedNO. 31st March 2015 31st March 2014

(Rs.) (Rs.)

84

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.201526. Retirement Benefits

a) Contributions payable by the Company to the concerned Government Authorities in respect of Provident Fund, FamilyPension fund and Employee State Insurance are charged to the statement of profit and loss.

b) Provisions for gratuity and Leave Encashment are made on actuarial valuation, as per Accounting Standard (AS)-15.Defined Benefit PlansIn respect of Gratuity and Leave encashment as carried out by an independent actuary as at 31st March 2015 are as under:-

S. Particulars Current Year Last YearNo.

Gratuity Leave Gratuity LeaveEncashment Encashment

I Expenses recognized in the statement of Profit and Loss account1 Current service cost 10,51,851 12,58,070 7,52,018 13,33,782

2 Interest cost 3,69,814 2,26,652 1,61,167 1,46,924

3 Net Actuarial (gain)/losses recognized 28,912 (9,21,203) (4,68,599) (1,22,993)

4 Past service cost - - - -

5 Settlement cost - - - -

6 Expenses recognized in the statement of profit and loss account 14,14,577 5,63,519 24,89,915 13,57,713

II Net Assets/(Liability) recognized in the Balance sheet1 Present value of obligation as at the end of the year 53,84,234 28,19,817 40,63,886 24,90,680

2 Fair value of Plan assets as at the end of the year - - - -

3 Funded status [surplus/deficit] (53,84,234) (28,19,817) (40,63,886) (24,90,680)

4 Net Liability recognized in balance sheet 53,84,234 28,19,817 40,63,886 24,90,680

III Change in present value of obligation during the year1 Present value of obligation as at the beginning of the year 40,63,886 24,90,680 17,71,071 16,14,553

2 Acquisition adjustment - - -

3 Interest cost 3,69,814 2,26,652 1,61,167 1,46,924

4 Past service cost - - - -

5 Current service cost 10,15,851 12,58,070 7,52,018 13,33,782

6 Settlement cost - - - -

7 Benefit paid (94,229) (2,34,382) (1,97,100) (4,81,586)

8 Actuarial (gain)/loss on obligation 28,912 (9,21,203) (4,68,599) (1,22,993)

9 Present value of obligation as at the end of the year 53,84,234 28,19,817 40,63,886 24,90,680

IV Change in the plan value of assets during the year1 Fair value of plan assets at the beginning of the year - - - -

2 Expected return on plan assets - - - -

3 Contributions - - - -

4 Benefits paid - - - -

5 Actuarial Gain/(loss) on plan assets - - - -

6 Fair value of plan assets as at the end of the year - - -

Actuarial Assumptions:1 Discount rate 7.80% 9.10%

2 Rate of increase in compensation 10.00% 10.00%

3 Rate of return on plan assets - -

4 Average Outstanding service of Employee’s upto retirement 27.60 Years 28.79 Years

85

27. Accounting StandardsThe Company follows all applicable accounting standards as required under Section 133 of the companies Act 2013 readwith Rule 7 of the Companies (Accounts) Rules, 2014.

Note For the Year For the Year No. Particulars Ended 31.03.15 Ended 31.03.14

(Rs. in Lacs) (Rs. in Lacs)

28 Contingent Liabilities

For Corporate Guarantees given 1500.00 1500.00

For Bank Guarantees availed 1020.46 1020.46

29 Claims not acknowledged as debt

For Commercial disputes 612.29 571.04

30 Advances considered doubtful of recovery forwhich no provision has been made 2325.69 1.03

31 Deferred Tax Liabilities (Net) 10.82 10.81

32 Auditors Remuneration CoversFor Statutory Audit & Tax Audit 3.50 3.50For Taxation matters 1.50 1.50For Other Services and service tax 1.46 0.90

33 Directors Remuneration CoversSalaries 68.29 46.75Sitting fees 1.56 1.56

34 Earning per Share (EPS)

Particulars Unit For the Year For the YearEnded 31.03.15 Ended 31.03.14

Profit attributable to equity share holder (numerator) “A” Rs. 54.48 Lacs 821.45 Lacs

No. of equity shares at the beginning of the year Nos. 60,12,43,200 60,12,43,200

No of equity shares entitled to share profits. Nos. 60,12,43,200 60,12,43,200

Weighted average no. of equity shares at year end. “B” Nos. 60,12,43,200 60,12,43,200

Face Value per Equity Share Rs. Re.1/- Re.1/-

Basic / Diluted earning per share (A) / (B) Rs. 0.01 0.14

35. Determination of Revenues under ‘Percentage of Completion Method’ necessarily involves making estimates by managementfor percentage of completion, projected cost to completion, revenues expected from projects, and foreseeable losses. Theseestimates being of technical nature have been relied upon by the auditors as per management representations.

36. In the opinion of Directors, the current assets, loans and advances including advances for purchase of land have value onrealization in the ordinary course of business at least equal to the value at which they are stated in the forgoing BalanceSheet except as otherwise stated.

37. Some of the Debit and credit balances of Trade Receivables, Trade Payable, Loans, advances, bank accounts and depositsare subject to confirmation and consequent adjustment if any arising from subsequent reconciliation. The Managementhowever is of the view that there will be no material adjustment in this regard.

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

86

38. Penal Interest on loan from banks and financial institutions if any payable for defaults in accounts declared NPA or otherwisehas not been provided. Liability for unascertained value of penal interest has not been quantified nor provided on account ofthe uncertain and discretionary nature of such charges pending negotiations for settlement of dues.

39. As per board resolution dated 17.02.2015, it was resolved by the board that loans availed from banks and financial institutionswhich have been declared as NPA and on which the lenders are not providing interest, no interest on such accounts beprovided w.e.f 01.04.2014. Interest on these loans provided upto 31.12.2014 is also resolved to be reversed. The managementshall take a decision in respect of this liability after negotiation and final settlement with the lenders.

In consequence of the above resolution, interest of Rs. 23,93,55,615/- expensed upto 31.12.2014 has been reversed duringthe last quarter of F.Y. 2014-2015. Out of this interest Rs.17,59,92,811/- being the interest directly related with the projectshas been reduced from the construction cost of respective projects and Rs. 6,33,62,804/-has been reduced from the financialexpenses.

Total liability towards interest on loans from banks and financial institutions not provided in these financial statements for theyear 2014-2015 is Rs. 32,39,14,890/-. Out of this interest as per the system of revenue recognition followed by the company,namely Percentage of Completion method (POC), interest of Rs. 23,85,94,630/- directly related with ongoing real estateprojects was required to be expensed as direct project cost, which would have resulted in the increase in the percentage ofcompletion. Thus proportionate recognition of sales would have gone up by Rs. 26,14,60,650/-, resulting in the increase inthe net profit by Rs. 2,28,66,020/- (26,14,60,650/- minus 23,85,94,630/-)

The other component of interest of Rs. 8,53,20,260/- for the F.Y. 2014-2015 not provided, and not directly related with anyproject, was required to be expensed as financial charges which would have resulted in reduction of profit to the extent of Rs.8,53,20,260/-

Net effect of non provision of interest on loans from banks and financial institution declared NPA is that : -

a) Sales as per the system of revenue recognition regularly followed, are understated by Rs. 26,14,60,650/-

b) Net Loss from operations is understated by Rs. 6,24,54,240/- (8,53,20,260 minus 2,28,66,020/-)

40. Advance of Rs. 2324.65 Lacs outstanding in the name of related company Noesis Industries Ltd. (formerly MVL IndustriesLtd.) as at 31.3.2015 is doubtful for recovery for which no provision has been made in these accounts. Noesis Industries Ltdhas negative net worth with no means to repay the principal amount of the said advance. The advance to a sick company isprejudicial to the interest of the company.

No interest has been charged on above said advance given to the related company to meet its immediate liabilities. Nonprovision of interest on advance of Rs. 2324.65 lacs is in contravention to the Companies Act 2013.

41. Previous year figures have been regrouped and rearranged, wherever necessary to facilitate comparison with current yearfigures.

42. BANK LOANS

(a) Following Term Loans have been availed by the Company from Banks and Financial Institutions:-

(i) Term Loan from Consortium of Canara Bank and UCO Bank secured against first pari passu charge on moveableand immoveable assets situated at IT Park Sector 35, Gurgaon.

Further secured against personal guarantee of Managing Director and Corporate Guarantee provided byassociate companies.

(ii) Term Loan from Dena Bank secured against first charge on entire assets of MVL Indihome Group Housing Projectsituated at Bhiwadi.

Further secured against personal guarantee of Managing Director.

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

87

(iii) Corporate Loan from IFCI Ltd secured against pledge of equity shares owned by associate company, personalguarantee of Managing Director and Corporate Guarantee of associate companies.

(iv) Sicom Ltd secured against first charge on property belonging to associate company including hypothecation ofreceivables thereupon.

Further secured against personal guarantee of Managing Director

(v) IFCI Factors Ltd secured against flats situated at Bhiwadi and pledge of shares owned by associate company.

Further secured against personal guarantee of the Managing Director.

(b) Present Status of Bank Loans

(i) During the year, Canara Bank has declared the loan account as NPA. The Company has objected to the saidclassification because it is in contravention to the guidelines issued by Reserve Bank of India, and has invokedthe arbitration clause. The matter is pending for adjudication.

(ii) UCO Bank has declared the loan account as NPA and has filed application under Section 19(4) of the Recoveryof Debts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-II, Delhi videapplication dated 10.7.2014 for recovery of Rs. 43.62 crores along with interest upto the date of payment. UCOBank has also issued notice dated 5.3.2014 under Section 13 (2) of Securitization and Reconstruction of FinancialAssets & Enforcement of Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs.40.00 crores along with further interest up to the date of payment. The issue of notice under SARFAESI Act, 2002has been challenged by the company vide letter dated 6.5.2014.

(iii) Dena Bank has declared the loan account as NPA and company’s restructuring proposals is under considerationof the bank.

(iv) IFCI Ltd has declared the Loan Account as NPA and has filed application under section 19(4) of the Recovery ofDebts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-I Delhi vide applicationdated 19.12.2012 for recovery of Rs. 49.24 crores along with interest upto the date of payment. IFCI Ltd has alsoissued notice dated 8.12.2014 under section 13(4) of SARFAESI Act, 2002 claiming their dues, and the samehas been challenged by the company under section 17 before DRT Jaipur. An interim stay has been granted byDRT Jaipur vide its Order dated 11.02.2015.

43. On space/unit buyers deposit received under assured return scheme, interest has been short provided to the extent ofRs. 447.55 lacs since some depositors are interested to take additional space linked with construction and possession, in lieuof Assured Return Agreement.

44. During the year security exchange board of India (SEBI) has passed an order dated 19.12.2014 declaring violation of collectiveinvestment scheme for not taking advance permission in respect of collection received for IBC, Gurgaon project in terms ofsection 11AA of SEBI Act. The company has challenged the said order, requiring the company to refund the total collection byfilling an appeal before Securities Appellate Tribunal (SAT). The said appeal of the Company is allowed and interim staygranted by SAT vide its order dated 18-03-2015.

45. Disclosure of Related Party Transactions in accordance with Accounting Standard (AS)- 18 “Related Party Disclosures”.

a) Associates (Group – A)

Shri Tirupati Balaji Electronics Pvt. Ltd.

Falcon Technosystems Ltd.

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

88

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

b) Key Managerial Personnel (Group – B)

Mr. Prem Adip Rishi – Chairman

Mr. Rakesh Gupta – Director & Chief Financial Officer

Mr. Sushil Aggarwal – Vice President (Company Affairs& Legal)

Mr. Dhiraj Suri – Vice President Operations

c) Relatives of Key Managerial Personnel Relative (Group – C)

Mr. Arjun Rishi

Mr. Prem Adip Rishi (HUF)

Mrs. Anuradha Rishi

d) Companies/Parties in which key management Person or his relatives have substantial interest/significantinfluence (Group – D)

Media Holding Pvt. Ltd.

Media Magnetic Cassettes Ltd.

MVL Credits Holdings & Leasing Ltd.

Noesis Industries Ltd.

Risbro Technical Equipments Pvt. Ltd.

Cardinal Infratech Ltd.

Balaji Tirupati Property Developers Pvt. Ltd.

Note : - List of related parties has been identified by the management and relied upon by the auditors

Summary of transactions carried out with related parties (Rs. In Lacs)

Sl. Nature of Referred Referred Referred Referred Total TotalNo. Transactions in 45 (a) in 45 (b) in 45 (c) in 45 (d) For the For the

year ended year ended31/03/15 31/03/14

i Advances paid for purchase of immovable Property - - - - - 439.43ii. Construction Costs - - - 41.55 41.55 711.63iii. Director remuneration/ Commission/Sitting Fees - 68.29 - - 68.29 48.31iv. Managerial Remuneration/ contribution to PF - 28.25 - - 28.25 29.68v. Rent & Fees - - 92.40 - 92.40 92.40vi. Reimbursement Received 0.80 - - 0.44 1.24 1.83vii. Corporate Guarantee Given - - - 1500.00 1500.00 1500.00viii. Guarantees Availed - - - 5425.00 5425.00 5425.00ix. Purchase of fixed Assets - - - 30.50 30.50 -x. Loans/Advances given 2415.53 2415.53 -

xi. Year End BalancesReceivables - - - 7174.83 7174.83 990.52Payables - - - 513.95 513.95 813.68

89

46. As per the best estimate of the Management, no provision is required to be made in terms of Accounting Standard (AS)-29,in respect of any present obligation as a result of past event that could lead to a probable outflow of resource which would berequired to settle the obligation.

47. Information pursuant to paragraph 3 & 4 of Part-II of Schedule VI of the Act to the extent applicable is given below:

For the Year For the Year Particulars Ended 31.03.15 Ended 31.03.14

(Rs. in Lacs) (Rs. in Lacs)

a) Gross Revenue (Real Estate) 3909.31 7026.55 b) Work in progress

Opening balance 9967.43 9584.54Closing Balance 10264.91 9967.43

c) Brokerage on Sales 180.45 436.05 d) Earnings in Foreign Currency Nil Nil e) Expenditure in Foreign currency

- For Traveling 1.87 10.06- For others Nil Nil

f) CIF Value of Imports Nil Nil

Signature for Note “1” to “47”

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2015

As per our report even dateFOR ARUN KISHORE & COMPANY For and on behalf of the Board of DirectorsChartered Accountants(ICAI FRN No. : 001898N)

Sd/- Sd/- Sd/- Sd/-CA Arun Kishore (Prem Adip Rishi) (Rakesh Gupta) (Chetna Tyagi)Partner Managing Director Whole Time Director Company SecretaryMembership No.10770 & Chief Financial Officer

Place : New DelhiDate : 30th May, 2015

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