Westlife Development Ltd

TO MEMBERS

Your Directors are pleased to present their Twenty-Ninth Annual Report and auditedStatement of Accounts for the year ended March 31, 2012.

FINANCIAL STATEMENT

In view of absence of profit, no dividend is being recommended.

OPERATING PERFORMANCE

The Company’s Profit before exceptional items and tax was substantially higher atRs. 43.48 lakhs as compared to Rs. 2.76 lakhs recorded last year. However, due towrite-off of Project Expenditure amounting to Rs. 127.44 lakhs the Company has incurredafter a tax loss of Rs. 99.41 lakhs. The Company is an operating-cum-investment Companyengaged in the business of –

a) promotion and operation of quick service restaurants through subsidiaries.

b) investing, buying, selling, dealing in securities and financing activities.

c) providing human resources directly and/ or through subsidiaries.

During the year, the Company carried out trading in steel products and undertook civiland electrical works.

SUBSIDIARY COMPANIES

Consolidated financial statements of the Company and its subsidiaries prepared inaccordance with applicable accounting standards and duly audited by the Company’sstatutory auditors are annexed.

The annual accounts of the subsidiaries and the related detailed information shall bemade available to the shareholders of the Company and also to the shareholders of the saidsubsidiary companies seeking such information at any point of time. The annual accounts ofthe subsidiaries are available for inspection by any shareholder in the head office of theCompany and of the subsidiary company concerned.

DIRECTORS

During the year, Mr. S V Srinivasan was appointed as Additional Director in terms ofSection 260 of the Companies Act, 1956. He however resigned on December 5, 2012. Mr. B LJatia, Mr. Amit Jatia, Mr. P R Barpande and Mr. Dilip J Thakkar were appointed asAdditional Directors.

In terms of the said Section 260, they hold office upto the date of the ensuing AnnualGeneral Meeting.

Mr. Sunil Hirawat resigned as a director w.e.f. February 13, 2012. Mr. O P Adukia andMr. G P Goyal, Directors resigned from the Board of Directors w.e.f. December 05, 2012.The Board wishes to place on record its sincere appreciation for the valuable servicesrendered by the outgoing directors during their respective tenure as director of theCompany.

SIGNIFICANT EVENTS DURING CURRENT YEAR :

i) In order to comply with the requirement of minimum 25% public holding in the sharecapital of listed companies, the Company has declared 1 : 1 bonus for only public holdersof the Company’s equity shares (the promoters agreeing to forgo their entitlementthereto). The BSE has already accorded its in-principle approval for listing of theproposed bonus shares. The Board has fixed December 11, 2012 for taking record of itsshareholders for the purpose. The allotment is likely to be made shortly thereafter.

After the bonus, the share of non-promoters in the equity capital of the Company wouldgo up to 25%.

ii) The Company also allotted 4,60,000 8% Cumulative Redeemable Preference Shares ofRs. 10 each for cash at a premium of Rs. 50 per share to an entity belonging to thepromoter group on a preferential basis.

iii) The Company’s registered office has been changed from 10, Kitab Mahal, 2ndFloor, 192, Dr. D N Road, Fort, Mumbai 400001 to 1001, Tower-3, 10th Floor, IndiabullsFinance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013 w.e.f. 1st December,2012.

SCHEME OF ARRANGEMENT

The Company (WDL) has formulated a composite scheme of arrangement with its threesubsidiaries viz. Westpoint Leisureparks Pvt. Ltd. (WLPL), Triple A Foods Pvt. Ltd. (TAF)and West Leisure Resorts Pvt. Ltd. (WLR). The Scheme provides for spin off of a part ofthe Company’s business to WLR and for amalgamation of WLPL and TAF with the Companyand the shareholders of the amalgamating companies will be given equity shares in WDL onthe basis of share exchange ratios mentioned therein subject to requisite approvals /sanctions. WLR will issue its shares to the shareholders of WDL on the basis of ratiosmentioned in the Scheme in lieu of the shares held by WDL in WLR whereupon WLR will ceaseto be a subsidiary of WDL. The scheme will be presented to the Bombay High Court forsanction after the requisite approvals are received from the concerned authorities.

APPOINTMENT OF AUDITORS

M/s. Rajendra K Gupta & Associates, Chartered Accountants the existing Auditorshave expressed their unwillingness to be re-appointed as Auditors of the Company. In viewthereof, the Audit Committee has recommended appointment of M/s. S R Batliboi & Co.,Chartered Accountants as Auditors of the Company at the ensuing annual Meeting. M/s. S RBatiliboi & Co. have expressed their willingness to act as Auditors of the Company, ifappointed, and have further confirmed that the said appointment would be in conformitywith the provisions of Section 224(1B) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company did not accept any deposits during the year.

PARTICULARS OF EMPLOYEES

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975 are not attracted.

Human relations have been cordial throughout the year.

INTERNAL CONTROL SYSTEMS :

The Company has a proper and adequate internal control system commensurate with itssize and the nature of its business. No instance of any fraud or misdemeanour has beennoticed during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors statethat :

a) in the preparation of the annual accounts, the applicable accounting standards havebeen followed;

b) the accounting policies selected and applied are consistent and the judgements andestimates made are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the loss of the Companyfor that period;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; and

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Your Company is not engaged in any manufacturing activity and therefore, there are noparticulars to be disclosed under the Companies (Disclosure of Particulars in the Reportof the Board of Directors) Rules, 1988, relating to conservation of energy or technologyabsorption.

During the year under review, the company did not earn/ spend any foreign exchange.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as part of this Report.

ACKNOWLEDGEMENT

Your Board places on record its appreciation of the co-operation extended by allconcerned.

For and on Behalf of the Board of Directors