MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is  brsented hereunder which forms part of the Annual Report.

i) Industry Structure and Developments

Global and Indian Economy Against initial expectations, the Global growth during 2014 has been lower exhibiting a pattern of disappointing out turns over the past several years. Several major forces are driving the global outlook, in particular, the sharp decline in oil prices since mid-2014, which will support global activity and help offset some of the headwinds to growth in oil-importing developing economies like India. However, it will dampen growth prospects for oil-exporting countries, with significant regional repercussions. The overall economic situation in the Country is looking better and the basic parameters of the Indian Economy are moving in the right direction. As per the Ministry of Finance report, the annual growth rate of the Indian Economy is projected to have increased to 7.4% in 2014-15 as compared to 6.9% in the fiscal year 2013-14. Indian inflation has moderated sharply as global oil prices have slumped since last year. Further, with inflation being at a record low, the Reserve Bank of India has reduced repo rate by 50 basis points in 2014-15 and by 25 basis points in Q1 of 2015-16. This will result in the reduction in interest rates, which will further boost the overall Indian Economy.

Industry review

With the rise in demand for office as well as residential spaces, the Indian real estate sector has witnessed high  growth in last couple of years. As per data released by Department of Industrial Policy and Promotion, the construction development sector in India has received Foreign Direct Investment (FDI) equity inflows to the tune of more than US$ 24,000 million in the period April 2000-December 2014. The Government has in recent past taken several initiatives to encourage the development in the sector, one of them being : relaxation in the norms to allow Foreign Direct Investment (FDI) in the construction development sector. This move is expected to boost affordable housing projects and smart cities across the Country. The other key one is notification by the Securities and Exchange Board of India (SEBI) the final regulations that will govern Real Estate Investment Trusts (REITs) and I nfrastructure I nvestment Trusts (I nvITs). This move will enable easier access to funds for developers and create a new investment avenue for institutions and high net worth individuals, and eventually ordinary investors. While the basic framework for one-level taxation has been laid down by the Finance Act, 2014 and supplemented by the Finance Bill, 2015, certain challenges persist in structuring a REIT. Real Estate and ownership of dwelling constituted 7.8 percent of India's GDP in 2013­14. The market size of the sector is expected to increase at a Compound Annual Growth Rate (CAGR) of 11.2%  during FY 2008-2020 to touch US$ 180 billion by 2020.

ii) Opportunities and Threats

Opportunities

The Company firmly believes that as soon as policy reforms pick up the speed in the Country, the demand for Real Estate should turn up/remain strong in the medium to long term. Your Company's well-accepted brand, contemporary architecture, well-designed projects in strategic locations, strong balance sheet, and stable financial performance even in testing times make it a brferred choice for Customers and Shareholders. Your Company is ideally placed to further strengthen its development potential by acquiring new land parcels as well as following the collaboration route for execution of real estate projects.

Challenges

It is obvious that alongwith available opportunities the business has also to face challenges/threats at times. The Management of your Company finds the following business challenges to have their impact in the years to come:

• Increased cost of finance

• Unanticipated delays in project approvals

• Availability of accomplished and trained labour force

• Increased cost of manpower

• Rising cost of construction

• Over-regulated environment

iii) Segment-wise Analysis

Revenue of the Company is generated from two segments namely Development of Real Estate and Restaurants (Hospitality).

The Hospitality Division is performing well with a turnover of Rs. 7.18 crores with reasonable profits in the financial year 2014-15. Total 52 employees are engaged in this Division. The Division has the Brand mainly "The Great Kabab Factory" which has been franchised from U Mac Hospitality Pvt. Ltd. Considering the low turnover of Hospitality Division, the Company has decided to gradually discontinue/sell off the restaurant business starting financial year 2015-16.

iv) Outlook

The real estate and construction industry plays a vital role in the development of the Indian Economy  and is one of the largest generators of economic activity. The construction sector has strong linkages with various industries such as cement, steel, fixtures and fittings, etc. The real estate sector is an important component of the construction industry and serves as a propeller for private sector involvement in growth of the Country's built environment.

Outlook for financial year 2015­16 would be governed by the implementation of REIT Regulations, the proposed New Real Estate Bill and the New Development Plans in National Capital Region. We expect financial year 2015-16 to be the start of growth year for the Indian Economy as a whole in view of various measures being taken by the new government to boost manufacturing and infrastructure development in the Country, particularly the project "Housing for all" which aims at construction of six crore houses by year 2022 and construction of 100 Smart Cities. Economists expect India's GDP growth in the range of 7.0­8.0% for financial year 2015-16. Your Company will endeavor to ensure smooth operations and develop high quality projects for its customers.

v) Internal Control Systems and their Adequacy

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure that:

¦ Effective & Adequate internal control environment is maintained across the Company.

¦ All assets and resources are acquired economically, used efficiently and are adequately protected.

¦ Significant financial, managerial and operating information is accurate, reliable and is provided timely; and

¦ All internal policies and statutory guidelines are complied with.

The effective implementation and independent monitoring of internal  controls and processes is done by the Internal Audit. The Audit Committee of the Board reviews the Internal Audit findings and provides guidance on internal controls. It ensures that Internal Audit recommendations are effectively implemented. The Audit Committee of the Company met four times during the Financial Year 2014­15. It reviewed, inter-alia, the adequacy and effectiveness of the Internal Control Systems and monitored implementation of Internal Audit recommendations and overlooked other financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

vi) Risks and Concerns

The Management of the Company anticipates the following major risks pertaining to the industry in which it operates:

Liquidity risk

The time required for liquidity of real estate property can vary depending on the quality and location of the property.

Regulatory risks

In terms of property ownership, permission from the Reserve Bank of India is required for foreign investors. For capital repatriation, investors need to apply for approval from the RBI, and Foreign Direct Investment is limited to a limited set of opportunities (e.g. townships).

Macroeconomic risks

Interest rates, inflation and exchange rate risks are amongst the important macroeconomic indicators and have shown decreased volatility.

Ownership & Land Title Issues

Lack of information in the real estate segment in India, coupled with the age old property related issues discourages the investment of the large players in the semi urban and rural areas thus slacking an overall growth of the real estate sector

The sanctioning procedures and involvement of multiple agencies in sanctioning restrict the growth of the Real Estate Industry. Average time taken to get clearance for a project is increasing by every passing year thereby escalating costs for the Developers.

The Company has broad based and strong in-house Legal Department to take care of Legal and Regulatory Risks. The requisite insurance covers are also taken by the Company for covering the disasters etc.

The Audit Committee and the Board of Directors of the Company have been adopting adequate and timely risk management measures to take care of the risks.

vii) Conclusion

The Indian real estate sector promises to be a lucrative destination for Indians as well as foreign investors. The Indian real estate sector, if channelized properly, could accelerate the growth of several other sectors in India through its backward and forward linkages. Maturity of the real estate markets will lead to infusion of foreign investment and adoption of international best practices by real estate players. The Government has introduced many progressive reform measures to unlock the potential of the sector and also meet increasing demand levels. With the Indian securities market regulator SEBI allowing Real Estate Investment Trusts (REITs) in India, equity investors will have an exit option available to them. All these factors will contribute in making the Indian real estate market more organized and structured, thus providing better investment opportunities.

viii) Cautionary Statement Statements in this Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those  exbrssed or implied. Important developments that could affect the Company's operations include a downward trend in the real estate development industry, rise in input costs and significant changes in political and economic environment, environment standards, tax laws, litigation and labour relations etc.

AWARD OF ISO 9001: 2008

Your Company continues to enjoy the privilege of ISO 9001:2008 Certification granted to it on 16th April, 2005 through well known certification agency "DET NORSKE VERITAS". It will be the constant endeavour of the management to continuously stress on systems/quality for ultimate delivery of its products.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

Employee relations continue to be cordial and harmonious at all levels and in all divisions of the Company. The Board of Directors would like to exbrss their sincere apbrciation to all the employees for their continued hard work and steadfast dedication.

The Company conducts consultations, dialogues, deliberations, negotiations and meetings in a congenial environment and arrives at amicable solutions to issues that crop from time to time.

As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for brvention and redressal of complaints of sexual harassment of women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and relevant rules thereunder. No complaints were received by the Committee during the year under review.

As on 31st March, 2015 the Company had a workforce of 693 employees including 52 employees of Hospitality Division of the Company.