MANAGEMENT DISCUSSION AND ANALYSIS

TO

THE MEMBERS

Your Directors have pleasure in presenting their Twenty-seventh Annual Report alongwith the Audited Accounts of your Company for the year ended March 31, 2015.

FINANCIAL HIGHLIGHTS :

The financial performance of the Company for the year ended March 31, 2015 is summarized :

(Rs in lac)

STANDALONE CONSOLIDATED
March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014
Revenue from Operations 41146 47764 44326 47346
Other Income 4298 3924 9465 7338
Total Income 45444 51688 53791 54684
Operating Expenditure 11148 18783 11266 17369
Profit before Depreciation / Interest / Tax 34296 32905 42525 37315
Depreciation 403 557 980 985
Finance costs 32259 30465 40341 35673
Profit before Tax 1634 1883 1204 657
Add : Extraordinary item 350 350
Add / (Less) : Provision for Tax (504) (118) (743) (149)
Excess / (Short) provision for taxation in respect of 313 (520) 266 (694)
earlier years
Deferred Tax credit / (charge) (497) 2296 (501) 2323
Prior Period Adjustments (net) (221) 3 (445) 22
Minority Interest / Share of Profit / (Loss) from associates companies (74) 134
/ pre-acquisition loss
Capital reserve written back on dilution 17
Net Profit for the Year 1075 3544 74 2293
Balance Profit brought forward from Previous Year 68233 67843 60766 61628
Reversal of proposed equity dividend and tax thereon 850 696 850 696
Amount available for appropriation 70158 72083 61690 64617
APPROPRIATIONS :
Debenture Redemption Reserve 3000 3000
Proposed Dividend 727 727
Dividend Distribution Tax 124 124
General Reserves
Balance carried to Balance Sheet 70158 68232 61690 60766
Earnings per Share before Extraordinary Item (Rs ) (EPS) 1.00 4.87 0.10 3.15
Earnings per Share after Extraordinary Item (Rs ) (EPS) 1.48 4.87 0.10 3.15

OPERATIONS OF THE COMPANY :

Your Company recorded a satisfactory performance during the year under review, amidst weak economic conditions and poor investor / consumer sentiments. The total revenue of the Company on a standalone basis stood at Rs 45444 lacs, 12.08 percent lower than Rs 51688 lacs in the previous year. Operational expenditure was lower by 40.65 percent at Rs 11148 lacs, as against Rs 18783 lacs in the previous year. The Operating Profit (EBITDA) increased by 4.22 percent to Rs 34296 lacs from Rs 32905 lacs in the previous year. Profit after Tax for the year was lower by 69.66 percent at Rs 1075 lacs as against Rs 3544 lacs in the previous year.

The consolidated turnover of the Company stood at Rs 53791 lacs, as against Rs 54684 lacs in the previous year. The consolidated operational expenditure was lower by 35.13 percent at Rs 11266 lacs as against Rs 17369 lacs in the previous year. The Consolidated Operating Profit (EBITDA) increased by 13.96 percent percent to Rs 42525 lacs from Rs 37315 lacs in the previous year. Consolidated Profit after Tax for the year was Rs 74 lacs, lower by 96 percent over Rs 2293 lacs in the previous year.

During the year under review, your Company’s performance was to a greater extent impacted due to rising infiation, rupee depreciation, increased cost of capital, increased cost of construction and restrained demand from end-users. The operational cashflows were adversely impacted for a major part of the year under review due to lower than expected sales level, resulting in intense pressure on profit margins.

DIVIDEND :

As a prudent economic measure and in order to conserve the scarce liquid resources of the Company, the Directors do not recommend any dividend on the equity shares for the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013, the unclaimed dividend amount of Rs 49,337/- being the dividend for the year ended March 31, 2007 and the interim dividend amount of Rs 35,655/- paid for the year ended March 31, 2008 were transferred to the Investor Education and Protection Fund (IEPF) after giving due notices to the members.

During the Financial Year 2015-2016, the dividend declared by the Company for the Financial Year 2007-2008, remaining unclaimed in terms of Section 124 of the Companies Act, 2013 will be transferred to IEPF.

RESERVES :

During the year under review, no amount was transferred to General Reserve. An amount of Rs 4300.00 lacs has been transferred from Debenture Redemption Reserve to General Reserve.

CHANGES IN SHARE CAPITAL :

There are no changes in the share capital of the Company. During the year under review, the Company has not issued shares with difierential voting rights nor granted stock options nor sweat equity.

DEBENTURES :

During the year under review, the Company has :

i. fully redeemed three series of Secured Redeemable Non-Convertible Debentures aggregating Rs 5200.32 lacs, Rs 211.85 lacs and Rs 2500 lacs respectively outstanding at the beginning of the year; and

ii. raised funds through the issue of Secured Redeemable Non-convertible Debentures aggregating Rs 2500 lacs on private placement basis.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report, forming part of the Board Report for the year under review as stipulated under Clause 49 (VIII) (D) of the Listing Agreement is discussed herein below.

THE BUSINESS :

Hubtown Limited is engaged in the business of real estate development and currently operates both - on its own and through its subsidiaries / joint ventures / associate companies, partnerships firms and public private partnerships encompassing the construction and development of Residential and Commercial Premises, and Build Operate Transfer (BOT) Projects.

The Company has a Western India focus with presence in major cities such as Mumbai, Thane, Pune, Surat, Ahmedabad, Vadodara, and Mehsana.

The Company’s presence in Mumbai is well distributed amongst western suburbs, eastern suburbs, the island city and Mumbai Metropolitan Region (MMR).

OVERVIEW OF THE COMPANY’S PROJECTS

(includes projects being developed / to be developed through subsidiaries / associates / joint ventures / public-private partnerships)

Residential:

Project completed :

Hubtown Sunmist ‘B’ Wing – Andheri (East)

Ongoing Projects:

Hubtown Sunmist ‘A’ Wing - Andheri (East) Hubtown Countrywoods Phase I – Kondhwa, Pune
Hubtown Shikhar – Andheri (East) Hubtown Serene – Bandra (East)
Hubtown Gardenia – Mira Road Hubtown Celeste – Worli
Hubtown Greenwoods – Thane Hubtown Grove – Andheri (West)
Hubtown Jewell – Andheri (West) Rising City – Ghatkopar-Mankhurd Link Road
Hubtown Vedant – Sion (East) Hubtown Countrywoods Phase I – Kondhwa, Pune
Hubtown Sunstone – Bandra (East)

Future Projects

Twenty Five South – Prabhadevi ; Hubtown Divinity – Thane ; Hubtown Square – Thane

Commercial:

Project completed

Hubtown Solaris Phase – I – Andheri (East) ; Hubtown Viva – Andheri (East)

Ongoing Projects

Hubtown Solaris Phase – II – Andheri (East) ; Hubtown Joyos – Surat; Hubtown Joyos – Ahmedabad; Hubtown Joyos – Mehsana; Hubtown Joyos – Vadodara

REAL ESTATE SECTOR OVERVIEW :

The real sector in India plays a crucial role in the development of the country’s infrastructure base and overall growth of the economy. The real estate sector also has forward and backward linkages, with over 300 sub-sectors including steel, cement, transport, construction, etc., which contribute to capital formation, income opportunities and employment generation.

The Indian real estate sector continues to be a favoured investment avenue for both domestic and overseas investors. As per the industry reports, the total economic value of the real estate sector in India ranges between US $ 40-45 billion. Further, the sector contributes 5-6 percent to the country’s overall GDP growth. According to data released by Department of Industrial Policy and Promotion, Government of India (DIPP), the construction development sector has attracted foreign direct investment to the tune of US $ 24012.87 million between April 2000 and December 2014. The size of the Indian real estate market is expected to touch US $ 180 billion by 2020.

The real estate sector continues to be at the core of the Indian economy and a meaningful contributor to its GDP growth, employment, foreign direct investment and to the banking and finance industry.

OPPORTUNITIES AND CHALLENGES:

Opportunities :

- Growing urbanization

Urbanisation in India has been increasing at an unprecedented rate with close to 534 million people estimated to live in Indian cities by 2026. This ofiers tremendous opportunities for real estate development, particularly housing.

- Emergence of nuclear families and growing urbanization have given rise to several townships that are developed to take care of the elderly. A number of senior citizen housing projects have been planned and the segment is expected to grow significantly in future.

- Growth in household income

Increase in household income is expected to fuel consumption and be a support base for growth in India’s organized retail sector.

- Growth in Information Technology Industry / Services Industry / Tourism / Education Sector / Healthcare

Burgeoning growth in the information technology and outsourcing industry is a major demand driver for the growth of commercial real estate space in the country. This sector is the biggest ofice occupier in the country, comprising of 70 percent of the entire ofice stock. As IT industry grows in size, the demand for commercial real estate is likely to increase. This provides a significant opportunity for real estate developers to step in to meet the requirements of this sector.

- With the increase in foreign tourist arrivals every year, there is a demand for real estate in the tourism and hospitality sector. Tourism market is also set to surge. An estimated 52,000 hotel rooms will be added by 2017, an increase of over 65 percent in total hotel inventory.

- Growth in the number of tourists has resulted in demand for service apartments. This demand is likely to be on uptrend and presents opportunities for the real estate sector.

- Also, with the entry of major private players in the education sector, the major cities such as Hyderabad, Mumbai, Bengaluru, Delhi, Pune, Chennai and Kolkata are likely to account for 70 percent of total demand for real estate in the education sector.

- Demand for improved healthcare facilities is also expected to provide a boost to the construction sector in the country. The healthcare sector is estimated to grow at an annual rate of 15 percent to US$ 100 billion by 2015.

Challenges :

The key challenges that the Indian Real estate sector is facing today are :

• Lack of clear land titles;

• Absence of title insurance;

• Absence of industry status;

• Lack of adequate sources of finance;

• Shortage of labour;

• Rising manpower and material costs; and

• Approval and procedural difficulties.

Real Estate Sector Specific Risks :

• Fluctuations in market conditions may affect the ability to sell units at expected prices, which could adversely impact revenues and earnings.

• Competition from existing as well as new players, both domestic as well as foreign.

• Increase in interest rates may dampen the growth rate of demand for housing units.

• Real estate price cycles have the maximum impact on the margins of the developers.

• Unfavourable changes in government policies including change in tax structure would affect the growth of the real estate sector.

• Liquidity Risk liquidity crisis on account of stoppage of lending funds to real estate sector by banks, financial institutions and other lending agencies, leading to stoppage of development activity.

• Operational Risks longer gestation period for acquisition of land, non-availability of critical raw materials such as cement and steel, failure to comply with rules and regulations.

• Shortage or sharp increase in prices of building materials could impact the project schedule and impact thereby the revenues and margins.

• Delays in obtaining approvals from regulatory authorities.

• Perennial shortage of semi-skilled and skilled labour.

• Economic uncertainty and political fluidity can adversely impact the economy.

• Human Resource Risk high attrition of skilled/trained manpower.

• Retrospective policy changes and regulatory bottlenecks could impact the performance of real estate companies.

• IT Risk loss/theft of important and confidential data and breakdown of IT system may adversely affect the Company’s ability to monitor progress of the project, etc. and provide timely information about the projects to the customers,

• Legal and Statutory Risk ownership and land title issues.

• Lack of supporting infrastructure such as roads, highways, electricity, water, sewerage can hamper the growth of real estate.

• Shift in consumer preference may adversely affect the Company’s business and operating results

• Absence of land title insurance.

FUTURE OUTLOOK :

India’s real estate sector is poised for significant growth in the coming decade as it benefits from significant opportunities such as increasing urbanization, demand for new housing and the expanding urban fabric of tier II and tier III cities in the country.

The economic contribution of the real estate sector is projected to increase significantly to almost 13 percent by 2025. This spiraling of growth can be attributed to the significant construction opportunities ofiered by the housing sector, largely accentuated by the intensifying demand for residential space in the expanding urban limits of our cities.

The RBI anticipates GDP growth to 6.5 percent in 2015-2016. Multinationals and India Inc., will hire more human resources to keep up with heightened business activity. This will have a positive impact on both, residential and commercial asset classes. Lower borrowing rates, declining infiation and stable government will encourage end-user to invest.

‘The Housing for all by 2022’ mission of the government, along with the policy on smart cities augurs well for the real estate sector. The major growth area is expected to be in the residential sector as housing continuous to be a favoured investment asset among Indian households. REITs will also further ensure easy flow of FDI and raising funds for developers, which will escalate growth.

Over the next five years, the Indian real estate market is expected to grow at a CAGR of 20 percent, driven by 18-19 percent growth in the residential segment, 55-60 percent in the retail real estate and 20-22 percent in the commercial real estate.

DIRECTORS :

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Priti K. Shah, Director (DIN : 01880436) of the Company, who retires by rotation, and being eligible, ofiers herself for reappointment.

INDEPENDENT DIRECTORS :

At the Twenty-sixth Annual General Meeting of the Company held on September 25, 2014, Mr. Arvind Kumar Joshi, Mr. Abhijit Datta and Mr. Sunil C. Shah were appointed as Independent Directors under the provisions of the Companies Act, 2013, each for a term of five consecutive years with efiect from September 25, 2014.

Pursuant to the requirement under Section 134 (3) of the Companies Act, 2013, with respect to statement on declaration by Independent Directors under Section 149 (6) of the said Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration confirming that they meet the criteria of independence as laid down under Section 149 (6) of the said Act and Clause 49 (II) (B) of the Listing Agreement.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :

The particulars of the meetings of the Board of Directors held during the year under review have been provided in the Corporate Governance Report, which forms part of this Annual Report.

BOARD COMMITTEES :

During the year under review, the Board of Directors has : i. reconstituted and enhanced the terms of reference of the Audit and Compliance Committee; ii. enhanced the terms of reference of the Remuneration Committee and reconstituted and renamed the Committee as the ‘Nomination and Remuneration Committee’ ; iii. enhanced the terms of reference of the ‘Shareholders’/Investors’ Grievance Committee’, and reconstituted and renamed the Committee as the ‘Stakeholders Relationship Committee’; iv. constituted a ‘Corporate Social Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014; and v. constituted a ‘Risk Management Committee’ in accordance with the provisions of Clause 49 (VI) of the Listing Agreement.

Details of the aforesaid Committees along with their respective composition, terms of reference, meetings held during the year, are provided in the ‘Report on Corporate Governance’ forming part of this Annual Report.

PERFORMANCE EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 (II) (B) (5) of the Listing Agreement, evaluation of every Director’s performance was carried out by the Nomination and Remuneration Committee. The performance of Non-Independent Directors and the Board as a whole and the Committees thereof and the Chairman of the Company was carried out by Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of the Board and its Committees was based on objective and tangible criteria, including the performance of the Company, accomplishment of long term strategic objectives, blending of ethics and business and the development of management, etc.

The evaluation of individual director was based on the efiective contribution by the director concerned, the commitment to the role including commitment of time for Board and Committee meetings and any other duties.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION :

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178 (3) of the Companies Act, 2013 and Clause 49 (IVfi fiBfi fi1fi of the Listing Agreement is appended as Annexure – ‘A’ to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to sub-section (3) (c) of Section 134 of the Companies Act, 2013, the Directors of your Company, to the best of their knowledge and belief and on the basis of the information and explanations received by them, hereby state and confirm that :

(i) in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable Accounting Standards read with the requirements under Schedule III to the said Act have been followed and there are no material departures from the same;

(ii) such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied them consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of afiairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

(iv) the annual accounts have been prepared on a ‘going concern’ basis;

(v) proper internal financial controls are in place and that such internal financial controls are adequate and are operating efiectively; and

(vi) proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating efiectively.

SUBSIDIARIES, JOINT VENTURE COMPANIES AND ASSOCIATE COMPANIES :

As on March 31, 2015, the Company had 21 subsidiaries, 8 joint venture companies and 6 associate companies. There has been no change in the nature of business of the said subsidiaries, the said joint venture companies and the said associate companies.

During the year under review :

i. Citywood Builders Private Limited (Citywood), which was an associate became a subsidiary of the Company. Subsequent to the close of the year, Citywood has become a wholly owned subsidiary of the Company;

ii. Citywood Builders Private Limited, Holiac Realty Private Limited, and Harbinger Developers Private Limited ceased to be associates of the Company;

iii. Shubhsiddhi Builders Private Limited became an associate of the Company; and

iv. Adhivitiya Properties Limited, Arnav Gruh Limited, Heeler Hospitality Private Limited, Merrygold Buildcon Private Limited and Vishal Nirman (India) Limited ceased to be subsidiaries of the Company.

A statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the performance and the financial statements of the subsidiaries, joint venture companies and associates companies in the prescribed Form AOC 1 is appended to the consolidated financial statements as Schedule - I.

The Policy for determining ‘material subsidiary’ as approved is posted on the Company’s website at the link: http://www.hubtown.co.in/company information/investors/policies/policyonsubsidiaries.pdf.

Additional information as required under Schedule III to the Companies Act, 2013, in respect of entities consolidated as subsidiaries/associates/joint ventures is furnished in Note 1 of Notes to the consolidated financial statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at the link : http:/ www.hubtown.co.in/company-information/ investors/annual-reports/annual-report-2014-2015 /pdf. Further, as per fourth proviso of the said Section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company at the link : http://www.hubtown.co.in/company-information/investors/ annual-reports/report-and-accounts-of-subsidiaries-2014-2015/pdf. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s registered ofice. These documents will also be available for inspection at the Registered Ofice of the Company during the working hours upto the date of the Annual General Meeting.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURE ENTITIES AND ASSOCIATES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

A statement on the performance and financial position of each of the subsidiaries, joint venture companies and associates companies included in the consolidated financial statements is given as Schedule - I to the consolidated financial statements and hence not repeated here for the sake of brevity.

AUDITORS :

Statutory Auditors :

M/s. Dalal Doshi & Associates (formerly Doshi Doshi & Associates), Chartered Accountants, (Firm Registration No. : 121773W) were reappointed as Statutory Auditors of the Company to hold ofice from the conclusion of the 26th Annual General Meeting (AGM) held on September 25, 2014 until the conclusion of the third consecutive AGM of the Company to be held in the year 2017 (subject to ratification of their appointment by the members at every AGM held after the AGM held on September 25, 2014).

As required under Section 139 (1) of the Companies Act, 2013, the Company has obtained a written certificate from M/s. Dalal Doshi & Associates to the efiect that their reappointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The proposed reappointment would be subject to ratification by the members in the ensuing Annual General Meeting in terms of the first proviso to Section 139 (1) of the Companies Act, 2013.

As required under Clause 49 of the Listing Agreement, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

A resolution seeking ratification of the appointment of M/s. Dalal Doshi & Associates as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

Cost Auditors :

M/s. N. I. Mehta & Co., Cost Accountants (Firm Registration No. : 000023) have been appointed as Cost Auditors by the Board of Directors to conduct audit of the cost records of the Company for the year ending March 31, 2016. M/s. N. I. Mehta & Co. have confirmed that their appointment is within the limits of Section 139 (9) read with Section 141 (3) (g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141 (3) and (4) read with proviso to Section 148 (3) of the said Act.

COST COMPLIANCE REPORT :

The Cost Compliance Report for the Financial Year 2013-2014 pursuant to the Companies (Cost Accounting Records) Rules, 2011 was filed within the due date.

Secretarial Auditors :

Pursuant to the provisions of Section 204 (3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Ashish Bhatt & Associates (CP No. : 2956), a firm of Company Secretaries in Practice, to conduct the secretarial audit of the Company.

In terms of Section 204 (1) of the Companies Act, 2013, the Report of the Secretarial Auditor on the Company’s Secretarial Audit is appended as Annexure – ‘B’ to this Report.

There are no qualifications or observations or adverse remarks made by the Secretarial Auditor in his said Report.

AUDIT COMMITTEE AND AUDIT RECOMMENDATIONS :

The Audit Committee comprises of three Independent Directors namely Mr. Abhijit Datta as Chairman, Mr. Arvind Kumar Joshi and Mr. Sunil C. Shah and One Non-Independent Executive Director – Mr. Vyomesh M. Shah. The Chairman, the Chief Financial Officer, the Internal Auditors and the Statutory Auditors are permanent invitees to the Audit Committee meetings. During the year under review, all the recommendations put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

AUDITORS’ REPORT AND AUDIT OBSERVATIONS :

The Statutory Auditors have : (i) stated an ‘Emphasis of Matter’ and "Other Matters" and made certain observations in clauses (vii) (a) and (ix) of the Annexure referred to in their Report on the Standalone Financial Statements for the year ended March 31, 2015; (ii) stated an ‘Emphasis of Matter’ and "Other Matters" and made certain observations in clauses (vii) (a) and (ix) of the Annexure referred to in their Report on the Consolidated Financial Statements for the year ended March 31, 2015 and the response of your Directors thereto is as follows: As regards "Emphasis of Matter" and "Other Matters", the Notes to the Standalone Financial Statements and Consolidated Financial Statements for the year ended March 31, 2015 respectively are self explanatory and do not call for further clarification/elaboration.

As regards observations in clauses (vii) (a) and (ix) of the Annexure referred to in the Auditors’ Report on the Standalone Financial Statements, and observation in clauses (vii) (a) and (ix) of the Annexure referred to in the Auditors’ Report on the Consolidated Financial Statements, the Directors have to state that : "The delays caused by the Company in making timely payment of the statutory dues and payment of principal and interest on its borrowings have been due to prolonged stagnation in demand in the real estate sector accentuated by economic slowdown, inordinate delays in approval process, infiationary pressures, volatility in foreign exchange, liquidity crunch and costly debt.

The Company is also facing lack of adequate sources of finance to fund development of its real estate projects resulting in delayed realisations from its customers and lower availability of funds to discharge its liabilities. The Company is exploring alternative sources of finance to generate adequate cash inflows for meeting these obligations and to overcome this temporary liquidity shortage and is hopeful that these efiorts will yield fruitful results." As regards observations in clause (ix) of the Annexure referred to in the Auditors’ Report on the Consolidated Financial Statements, the Directors have to state that : "The delays caused by the subsidiary companies and jointly controlled entities in repayment of dues to banks, financial institutions and debentureholders is purely temporary on account of cashflow mismatch and efiorts are being made and steps being taken to make good the delays at earliest."

REPORTING OF FRAUD BY STATUTORY AUDITORS :

The Statutory Auditors have not reported any instance of fraud under Section 143 (12) of the Companies Act, 2013.

VIGIL MECHANISM :

Pursuant to Section 177 (9) and (10) of the Companies Act, 2013, the Company has established a Whistle Blower Policy as a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Annual Report. The Whiste Blower Policy has been uploaded on the Company website at http:/www.hubtown.co.in/companyinformation/investors/ policies/whistleblowerpolicy/pdf.

RISK MANAGEMENT POLICY :

Risk evaluation and management is an ongoing process within the organization. The Company has constituted a ‘Risk Management Committee’ to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the functions are systematically addressed through mitigating actions on a continuing basis.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form No. MGT - 9 is appended as Annexure – ‘C’ to this Report.

MATERIAL CHANGES AND COMMITMENTS :

No material changes or commitments afiecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY’S OPERATIONS IN FUTURE :

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which would impact the going concern status of the Company’s operations in future.

INTERNAL FINANCIAL CONTROLS :

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by the Statutory as well as Internal Auditors. Significant audit observations and follow-up action thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and efiectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies.

DEPOSITS :

With efiect from April 1, 2014, the Company has stopped accepting/renewing fixed deposits. All the deposits accepted by the Company prior to April 1, 2014 have been refunded by the Company. There were no deposits that remained unpaid or unclaimed as at March 31, 2015.

There are no deposits which are not in compliance with the provisions of Chapter V (relating to acceptance of deposits by companies) of the Companies Act, 2013.

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The provisions of Section 186 of the Companies Act, 2013 relating to loans made, guarantees given or securities provided are not applicable to the Company as it is engaged in the business of providing infrastructural facilities as defined in Clause (8) of Schedule VI to the Companies Act, 2013. However, particulars of loans given, investment made, guarantees given and securities provided are disclosed in the notes to the financial statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

All contracts / arrangements / transactions with related parties that were entered into by the Company during the year under review were on an arm’s length basis and in the ordinary course of business. Hence no particulars in Form AOC - 2 have been furnished. There were no materially significant related party transactions with the Company’s Promoters, Directors, Key Managerial Personnel or their relatives which could have had a potential confiict with the interest of the Company at large. All related party transactions are placed before the Audit Committee as also the Board for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at http : www.hubtown.co.in company information / investors / policies / policy on related party transactions / pdf.

Attention of the members is drawn to Note 33 to the standalone financial statements and Note 31 to the consolidated financial statements which sets out related party disclosures.

CONSOLIDATED FINANCIAL STATEMENTS :

The Consolidated Financial Statements of the Company which have been prepared in accordance with the relevant Accounting Standards (AS) viz. AS 21 – ‘Consolidated Financial Statements’, AS 23 – ‘Accounting for Investments in Associates’ and AS 27 – ‘Financial Reporting of interests in Joint Ventures’ issued by the Institute of Chartered Accountants of India form part of this Annual Report.

CODE OF CONDUCT :

As prescribed under Clause 49 (II) (E) of the Listing Agreement, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the Financial Year 2014-2015 is annexed to and forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE :

A separate report on ‘Corporate Governance’ is provided on Page No. 41 to 58 of this Annual Report together with a Certificate from a Company Secretary in Practice regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement. A certificate by the Managing Director and Chief Financial Officer of the Company in terms of Clause 49 (IX) of the Listing Agreement, inter-alia confirming the correctness of the financial statements, adequacy of internal control measures and reporting of the matters to the Audit Committee is also annexed.

DISCLOSURE UNDER ‘THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013’ :

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of ‘The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company afirms that during the year under review, no cases were filed under the said Act by any of its woman employee before the Internal Complaints Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014. During the year under review, the Company had ‘Nil’ foreign exchange earnings and had incurred an expenditure of Rs 139.07 lacs in foreign exchange.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review, three (3) employees of the Company employed for the full year received remuneration in excess of Rs 60 lacs and 1 (one) employee employed for part of the year received remuneration in excess of Rs 5 lacs per month.

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is appended to this Report.

In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Directors’ Report is being sent to the shareholders excluding the aforesaid statement. Shareholders who are interested in obtaining a copy of the said statement may write to the Company Secretary at the Company’s registered ofice. The aforesaid statement is also available for inspection by the shareholders at the Registered Ofice of the Company 21 days before the Twenty-seventh Annual General Meeting and upto the date of the said Annual General Meeting during the business hours on working days.

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the said Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure D to this Report.

CORPORATE SOCIAL RESPONSIBILITY CSR :

The Company has constituted a Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the Rules). The CSR Policy of the Company and the details about the initiatives taken by the Company on Corporate Social Responsibility during the year as per annexure attached to the Rules have been appended as Annexure ‘E’ to this Report. Further, the CSR Policy has been uploaded on the Company website at the link : http://www.hubtown. co.in/company-information/investors/policies/corporate-social-responsibility-policy/pdf.

HUMAN RESOURCES :

The Company recognizes that its people are key to success of the organization and in meeting its business objectives. The Human Resources function endeavours to create a congenial work environment and synchronizes the working of all the departments of the organization to accomplish their respective objectives, which in turn helps the Company to build and achieve its goals and strategies. Employee relations during the year remained cordial.

The Company had 180 employees on its payroll as on March 31, 2015.

INSURANCE :

All the insurable interests of your Company including inventories, buildings and other assets are adequately insured.

APPRECIATION AND ACKNOWLEDGEMENTS :

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Directors also take this opportunity to thank all Investors, Suppliers, Vendors, Banks, Financial Institutions, Business Associates, Contractors, Government & Regulatory Authorities and Stock Exchanges for their continued support during the year.

DISCLAIMER :

Certain statements made in the Directors’ Report and the Management Discussion and Analysis may constitute ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could difier from those expressed or implied. Several factors could make significant difierence to the Company’s operations that include labour and material availability, and prices, cyclical demand and pricing in the Company’s principal markets, changes in interest rates, changes in government regulations, tax regimes, economic development within India and other incidental factors. The Company does not undertake any obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.

For and on behalf of the Board
Hemant M. Shah
Executive Chairman
Mumbai, May 30, 2015. DIN : 00009659