The Directors are pleased to present the 15th Annual Report on the
 business and operations of the Company together with the audited
 accounts for the financial year ended 31st March, 2011.
 
 1.  FINANCIAL PERFORMANCE
 
                                                       (Rs. In Lacs)
 
 Particulars                                  2010-11        2009-10
 
 Gross sales and other receipts              1,92,276       1,59,958
 
 Profit before interest, depreciation,       1,64,374       1,25,680 
 amortisation and taxation
 
 Interest                                      57,796         51,642
 
 Depreciation and Amortisation                    725            510
 
 Operational profit before tax               1,05,853         73,528
 
 Less: Exceptional items                          450              -
 
 Less: Provision for Tax and other             15,667         13,862 
 adjustments
 
 Profit afiter taxation and                     89,736         59,666 
 other adjustments
 
 Balance brought forward                       58,292         60,542
 
 Profit available for appropriation          1,48,028       1,20,208
 
 Less: Transferred to General Reserve          58,292              -
 
 Less: Debentures Redemption Reserve           43,334         61,916
 
 Profit carried to Balance Sheet               46,402         58,292
 
 Net Worth                                   9,63,709       7,11,774
 
 2.  OPERATIONS
 
 The Turnover of the Company increased by 20.20% and stood at Rs. 1,92,276
 lacs as against Rs. 1,59,958 Lacs in the previous year. The Companys
 Profit from Operations for the year ended 31st March, 2011 increased by
 43.35 % to Rs. 1,05,403 lacs as against Rs. 73,528 lacs in the
 corresponding period of the previous year.  Company launched
 Residential as well as Commercial projects admeasuring 57,40,218 sq.
 fit. of saleable area. Details of Projects forms part of the
 Managements Discussion and Analysis forming part of the report
 appearing separately in the annual report.
 
 During the year under review there was accidental fire on 18th
 November, 2010 at the office premises due to this, the equipments,
 computer systems, statutory records, registers, correspondence and
 drawing plans were extensively damaged.  Exceptional loss of Rs. 450 lacs
 represents net write off to Profit and Loss Account on account of
 accidental fire. There was no casualty in the said mishap.
 
 3.  DIVIDEND
 
 With a view to control Inflationary trend, Government/RBI has
 implemented such policy that restricts the investments in the real
 estate sector, thereby, affecting availability of liquidity in the
 business. Given the circumstances, Board deems it fit not to recommend
 payment of any Dividend for the year and conserve resources.
 
 4.  MANAGEMENTS DISCUSSION AND ANALYSIS
 
 A detailed review of the operations, performance and future outlook of
 the Company and its businesses is given in the Managements Discussion
 and Analysis, which forms part of this Report as Annexure II.
 
 5.  SUBSIDIARY COMPANIES
 
 As at 31st March, 2011, Your Company had 10 subsidiaries as listed
 below:
 
 1.  Blue Star Realtors Private Limited;
 
 2.  BKC Developers Private Limited;
 
 3.  Excel Arcade Private Limited;
 
 4.  Guruashish Construction Private Limited;
 
 5.  HDIL Commercial Properties Private Limited (formerly known as HDIL
 Leisure Pvt. Ltd.)
 
 6.  HDIL Entertainment Private Limited;
 
 7.  Lashkaria Construction Private Limited; (w.e.f. 12th October, 2010)
 
 8.  Mazda Estates Private Limited;
 
 9.  Privilege Power and Infrastructure Private Limited and
 
 10.  Ravijyot Finance and Leasing Private Limited
 
 All the above companies are non-material, non-listed subsidiary
 companies as defined under Clause 49 of the Listing Agreements entered
 into with the stock exchanges.
 
 The Ministry of Corporate Affairs (MCA) vide its Circular No.
 5/12/2007 – CL-III dated 8th February, 2011 has granted general
 exemption under Section 212(8) of the Companies Act, 1956 to companies
 from attaching the accounts of their subsidiaries in their annual
 reports subject to fulfillment of certain conditions prescribed. The
 Board of Directors of the Company at its Meeting held on 27th May, 2011
 noted the provisions of the circular of MCA and passed the necessary
 resolution granting the requisite approvals for not attaching the
 Balance Sheet, Profit and Loss Account, report of the board of
 directors and report of the auditors of each of the subsidiary
 companies to the accounts of the Company for fiscal 2011. The Company
 will make available these documents/details upon request by any Member
 of the Company at its Registered Office and also at the registered
 offices of the concerned subsidiaries. As required by Accounting
 Standard–21 (AS – 21) issued by the Institute of Chartered Accountants
 of India, the Companys consolidated financial statements included in
 this Annual Report incorporate the accounts of its subsidiaries.  A
 summary of key financials of the HDIL Subsidiaries is also included in
 this Annual Report.
 
 6.  DEBENTURES
 
 During the year under review, the Company has issued on private
 placement basis Secured Non-Convertible Redeemable Debentures of Rs. 10
 lacs each aggregating to Rs. 35,000 lacs to various financial
 institutions/banks. Debentures amounting to Rs. 157,500 lacs out of total
 Debentures aggregating to Rs. 1,66,750 lacs are listed at Bombay Stock
 Exchange Limited (BSE). During the year, Non-Convertible Redeemable
 Debentures aggregating to Rs. 28,820 lacs have been redeemed. The
 Companys debt has been rated by CARE with A+ rating.
 
 An amount of Rs. 43,334 lacs has been transferred to Debenture Redemption
 Reserve.
 
 7.  SHARE CAPITAL
 
 During the year 2010-2011, your Companys issued, subscribed and paid
 up share capital has increased in the following manner:
 
 1.  On 29th July, 2010, Company has allotted 50,00,000 equity shares of
 Rs. 10/- each at a premium of Rs. 230/- per equity share from the balance
 50,00,000 warrants issued to Mr. Rakesh Kumar Wadhawan, Promoter of the
 Company on preferential basis as per SEBI (ICDR) Regulations, 2009.
 Subsequent to the issue of Equity Shares to Mr. Rakesh Kumar Wadhawan,
 the paid up Share Capital of the Company has been increased from Rs.
 36,684.26 lacs to Rs. 37,184.26 lacs.
 
 2.  On 17th September, 2010, Company has allotted 43,161,310 equity
 shares of Rs. 10/- each at a premium of Rs. 258.18/- per equity share
 aggregating to Rs. 1,15,750 lacs to Qualified Institutional Buyers.
 Subsequent to the issue of Equity Shares to the Qualified Institutional
 Buyers, the paid up Share Capital of the Company has been increased
 from Rs. 37,184.26 lacs to Rs. 41,500.40 lacs.
 
 Pursuant to the approval of shareholders in the 14th Annual General
 Meeting for issue of Convertible Warrants to Mr. Sarang Wadhawan, your
 Company have allotted 2,60,00,000 Convertible Warrants of Rs. 10/- each
 at a premium of Rs. 265/- per Warrant to Mr. Sarang Wadhawan, Promoter of
 the Company. Company has received the subscription amount as prescribed
 under SEBI (ICDR), Regulations, 2009 from Mr. Sarang Wadhawan.
 
 The Paid-up Share Capital of your Company as on 31st March, 2011 was Rs.
 41,500.40 lacs comprising of 41,50,03,986 Equity Shares of Rs. 10/- each.
 
 The Equity Shares of your Company continue to be listed on the Bombay
 Stock Exchange Limited (BSE) and National Stock Exchange of India
 Limited (NSE).
 
 8.  DIRECTORS
 
 Mr. Sarang Wadhawan has been re-appointed as a Managing Director of the
 Company for the period of five years with effect from 1st April,
 2011.The terms and conditions of his re-appointment, including his
 remuneration, are subject to approval of the Members.
 
 At the 15th Annual General Meeting, Mr. Lalit Mohan Mehta, Mr. Shyam
 Sunder Dawra and Mr. Sunil Behari Mathur retire by rotation and being
 eligible, offer themselves for re-appointment.
 
 The above re-appointments form part of the Notice of the forthcoming
 15th Annual General Meeting and the respective resolutions are
 recommended for your approval.
 
 Profile of the Directors, as required under Clause 49 of the Listing
 Agreement, is part of the explanatory statement to the Notice of the
 15th Annual General Meeting.
 
 9.  GROUP
 
 The names of the Promoters and entities comprising the group are
 disclosed in the Annual Report for the purpose of the SEBI (Substantial
 Acquisition of Shares and Takeovers) Regulations, 1997 as Annexure
 IV.
 
 10.  RESERVES
 
 Your Company has transferred Rs. 43,334 lacs to Debenture Redemption
 Reserve and Rs. 58,292 lacs to General Reserve. With this addition, the
 total General Reserves of the Company stood at Rs. 3,27,662 lacs.
 
 During the year, due to issue of equity shares by way of QIP/ allotment
 of warrants there has been addition of Rs. 1,38,462 lacs to Securities
 Premium Account.
 
 11.  CASH FLOW STATEMENT
 
 In conformity with the provisions of Clause 32 of the Listing Agreement
 with the Stock Exchanges, the cash flow statement for the year ended
 31st March, 2011 is annexed hereto.
 
 12.  FIXED DEPOSITS
 
 The Company has not accepted any deposits from the public within the
 meaning of Section 58A of the Companies Act, 1956, during the year
 under review.
 
 13.  DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act, 1956, with respect to Directors responsibility statement, it is
 hereby confirmed:
 
 a) That in the preparation of the annual accounts for the year ended
 31st March, 2011, the applicable accounting standards have been
 followed and no material departures have been made from the same.
 
 b) That the Directors have selected such accounting polices and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit of
 the Company for the year.
 
 c) That the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 d) That the Directors have prepared the annual accounts for the year
 ended 31st March, 2011 on a going concern basis.
 
 14.  CORPORATE GOVERNANCE
 
 We adhere to the principles of Corporate Governance mandated by the
 Securities and Exchange Board of India and have implemented all the
 prescribed stipulations. As required by Clause 49 VI of the Listing
 Agreement, a detailed report on Corporate Governance forms part of this
 Report as Annexure III. The Auditors Certificate on compliance with
 Corporate Governance requirements by the Company is attached to the
 Corporate Governance Report.
 
 The Board of Directors has perused the Corporate Governance Voluntary
 Guidelines 2009 issued by the Ministry of Corporate Affairs and have
 already adopted most of the recommendations of the guidelines and
 recognises the importance of continuous assessment of governance
 practices to create long-term value for the stakeholders. The board
 would consider adopting the remaining provisions of the said guidelines
 as and when deemed appropriate.
 
 15.  SECRETARIAL AUDIT
 
 As per SEBI requirement, Secretarial Audit is being carried out at
 specific periodicity by a practicing Company Secretary. The findings of
 the audit have been satisfactory.
 
 16.  LISTING FEES
 
 The equity shares of the Company are listed at the Bombay Stock
 Exchange Limited (BSE) and the National Stock Exchange of India Limited
 (NSE). The Company has paid the applicable listing fees to the above
 stock exchanges up to date. The Companys shares are also traded in the
 dematerialised segment for all investors compulsorily and the Company
 had entered into agreements with the Central Depository Services
 (India) Limited (CDSL) and National Securities Depository Limited
 (NSDL) for custodial services.
 
 17.  AUDITORS
 
 M/s. Thar & Co., Chartered Accountants, the Statutory Auditors of the
 Company retires at the ensuing Annual General Meeting and offers
 themselves for re-appointment. A Certificate from them has been
 received to the effect that their re-appointment as Statutory Auditors
 of the Company, if made, would be within the limits prescribed under
 Section 224(1B) of the Companies Act, 1956.
 
 18.  INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
 
 The management continuously reviews the internal control systems and
 procedures for the efficient conduct of the Companys business. The
 Company adheres to the prescribed guidelines with respect to the
 transactions, financial reporting and ensures that all its assets are
 safeguarded and protected against losses. The Internal Auditor of the
 Company conducts the audit on regular basis and the Audit Committee
 actively reviews internal audit reports and effectiveness of internal
 control systems.
 
 Internal Control Systems are implemented to safeguard the Companys
 assets from loss or damage, to keep constant check on the cost
 structure, to prevent revenue leakages, to provide adequate financial
 and accounting controls and implement accounting standards.
 
 19.  INVESTORS RELATION AND GRIEVANCES
 
 Investors relations have been cordial during the year. As a part of
 compliance, the Company has formed Investor Grievance and Share
 Transfer Committee to deal with the issues relating to investors. There
 were no investors grievances pending as on 31st March, 2011. A
 confirmation to this effect has been received from the Companys
 Registrar and Share Transfer Agent.
 
 Green Initiative
 
 Recently Ministry of Corporate Affairs (MCA) has initiated
 correspondences by Corporates to shareholder through electronic mode;
 the Company has decided to participate wholeheartedly in the said
 initiative. All the shareholders are requested to join the said program
 by sending their preferred e-mail addresses to the Registrar and Share
 Transfer Agent.
 
 20.  CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Information in terms of Section 217(1) (e) of the Companies Act, 1956
 read with Companies (Disclosure of Particulars in the Report of Board
 of Directors) Rules, 1988, are set out in the Annexure I to this
 report.
 
 21.  PARTICULARS OF EMPLOYEES
 
 Your Directors place on record their deep appreciation for the
 contribution made by the employees of the Company at all levels.
 Relations between employees and the management continued to be cordial
 during the year.
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956, read with Companies (Particulars of Employees)
 Rules, 1975, as amended, forms part of this Report.  However, as per
 the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956,
 this Report and Accounts are being sent to all the Members of the
 Company, excluding the Statement of Particulars of Employees. Any
 member interested in obtaining a copy of the said statement may write
 to the Company Secretary of the Company.
 
 22.  ACKNOWLEDGEMENT
 
 Your Directors sincerely appreciate the high degree of professionalism,
 commitment and dedication displayed by the employees of the Company and
 its subsidiaries at all levels and wish to convey their appreciation to
 the Banks, Financial Institutions, Government Authorities, customers
 and other business associates for the excellent assistance and
 co-operation received and wish to place on record their gratitude to
 the members for their trust, support and confidence.
 
                            For and on behalf of the Board of Directors
 
 Date: 27th May, 2011                             Rakesh Kumar Wadhawan
 
 Place: Mumbai                                       Executive Chairman