The Directors present their Twelfth report together with the audited
 accounts of your Company for the year ended 31st March, 2011.
 
 Financial Highlights
 
                                                          (Rs. in lakh)
                                                        2011       2010
 
 Operating Income                                     47,656     32,065
 
 Other Income                                          3,029      2,899
 
 Total Income                                         50,685     34,964
 
 Profit Before Depreciation, Interest and Taxation    15,303     10,981
 
 Less : Depreciation                                     250        231
 
 Profit Before Interest and Taxation                  15,053     10,750
 
 Less : Interest & Finance charges                       116          -
 
 Profit Before Taxation                               14,937     10,750 
 
 Less : Provision for Taxation
 
 Current Tax                                           4,728      2,991
 
 Deferred Tax (including MAT Credit)                    (96)      (179)
 
 Profit After Tax                                     10,305      7,938
 
 Add : Balance of Profit for earlier years            14,866      9,516
 
 Amount available for appropriation                   25,171     17,454
 
 Interim Dividend on Preference Shares 
 (including tax on distributed profits)                  119          -
 
 Proposed Dividend on Preference Shares 
 (including tax on distributed profits)                    -        123
 
 Proposed Dividend on Equity Shares 
 (including tax on distributed profits)                2,374      1,671
 
 Add : Excess Tax of previous year on Dividend 
 written back                                            (6)          -
 
 Less : Transfer to General Reserve                    1,030        794
 
 Balance carried forward                              21,654     14,866
 
 
 
 Dividend
 
 Your Directors have recommended a dividend of Rs. 5 per equity share
 (50 per cent) of the face value Rs.10 of the Company for the year
 2010-11.
 
 The equity dividend (including tax on distributed profits) amounts to
 Rs. 2,374 lakh (previous year Rs. 1,671 lakh), and shall be paid out of
 profits for the current year.
 
 An interim dividend on 10,00,000 - 10.50 per cent Non-Cumulative
 Redeemable Preference shares of Rs. 100 each was declared on 18th
 March, 2011. Your Directors have recommended that the interim dividend
 paid on Preference shares be treated as final dividend.
 
 Operations
 
 The global economy gathered strength during the year, with significant
 improvements in output, trade and capital flows and business and
 consumer sentiment. World output grew at 5 per cent during 2010, after
 contracting by 0.5 per cent during 2009. The Indian economy, too, grew
 at an impressive rate. According to the latest estimates released by
 the Central Statistical Organisation (CSO), Indias GDP grew at 8.5 per
 cent in 2010-11, up from 8 per cent during the previous year. All
 sectors contributed to this performance. Industry and services grew at
 9.4 per cent and 7.9 per cent respectively during 2010-11. The
 performance of
 
 the construction sector, which is the second largest segment of
 industry after manufacturing, also improved during the year — recording
 a growth of 8.1 per cent during 2010-11 as compared to 7 per cent
 during 2009-10.
 
 Driven by this strong economic performance, demand for both residential
 units and industrial land increased during 2010-11.  In the residential
 segment, most markets witnessed significant growth in demand and
 firming-up of prices. Although muted in comparison, the demand from
 businesses for building capacities and expanding operations, which had
 started gathering momentum towards the end of the previous year, also
 increased at a satisfactory pace during 2010-11. Your Company has
 benefited from the strategy of focusing on these two key segments of
 operations.
 
 In the residential segment, the focus will be on offering new products
 in the premium and mid-market segments, which will be complemented by
 enhancing the Companys presence by moving to new towns and cities.
 During the year under review, the residential segment continued to
 drive the Companys performance. The Company completed two of its
 projects: ‘Mahindra Chloris in Faridabad in the National Capital
 Region (NCR) and Phase III of ‘Mahindra Royale in Pimpri, Pune. The
 handing over process of these projects has been initiated Your Company
 successfully launched new phases of ‘Mahindra Eminente in Mumbai and
 ‘Mahindra Aura in NCR. In addition, the
 
 Company also launched a new project at Mahindra World City, New
 Chennai, viz.; ‘Iris Court through its subsidiary company, Mahindra
 Integrated Township Limited.
 
 In the integrated development space, your Company will strive to
 maintain its pioneer and innovator status with new concepts and
 flexible formats. Both operational projects of your Company witnessed
 significant increase in activity during this period.  Mahindra World
 City, Jaipur and Chennai, have both concluded many lease agreements
 with customers during this period.  Besides, many customers have
 started development and construction work in their leased land.
 
 Mahindra World City (Jaipur) Limited (MWCJL), a subsidiary of your
 Company received formal approval for two more Special Economic Zones
 (SEZs), namely Gems and Jewellery and IT/ ITeS during the year. MWCJL
 also received environmental clearance for three SEZs, namely IT/ITeS,
 Light Engineering and Handicrafts. In the future, MWCJL has plans to
 expand the coverage of the project to include other segments such as
 Apparel and Logistics. Employment at Mahindra World City, Jaipur,
 touched 2,800 with a total investment of more than Rs. 890 crore by the
 Company and its customers. Three of the 39 customers at Mahindra World
 City, Jaipur are operational and other 11 customers have commenced
 construction.
 
 At Mahindra World City, Chennai, employment by operational customers
 increased from 18,000 to 23,000 people. Exports also increased
 significantly during the year to Rs.3,500 crore from Rs.2,300 crore in
 the previous year. Buoyed by interest from prospective customers, the
 Company is looking to expand the project by another 100 acres, for
 which almost all of the land is already in place and certain approvals
 are awaited. The expansion will be in the Domestic Tariff Area, with
 focus on manufacturing companies catering to the Indian market. There
 has been strong interest from leading multi-national companies to
 take-up this additional space. Mahindra World City Developers Limited
 (MWCDL), a subsidiary of your Company has already signed MoUs with
 multi-national companies from Japan, US and Ireland in the auto
 ancillary sector for around 50 per cent of the proposed expansion area.
 
 Apart from the current two World Cities, the Company is in various
 stages of planning and land acquisition for other large format projects
 in Tamil Nadu and Maharashtra. During the year, your Company also
 entered into two MoUs with the Government of Gujarat at the ‘Vibrant
 Gujarat Summit, marking its foray into the State. The first MoU is for
 the development of a 3,000 acres integrated business city, along the
 lines of the existing Mahindra World City format, at Dholera Special
 Investment Region, located in the proposed Delhi Mumbai Industrial
 Corridor. The second MoU is for the development of an industrial park
 of around 500 acres close to Ahmedabad.
 
 Today, your Company is one of the few companies in the real estate
 development industry in India with the experience of successfully
 serving consumers as well as businesses through its two segments of
 operations. With a buoyant residential market and an improved
 investment climate in the integrated development space, the Company
 reported excellent results for 2010-11.
 
 Total income of your Company as a standalone entity was Rs.50,685 lakh
 in 2010-11 as compared to Rs. 34,964 lakh in 2009-10. Profit before tax
 (PBT) was Rs.14,937 lakh in 2010-11 as compared to Rs. 10,750 lakh in
 2009-10, whereas profit after tax (PAT) was Rs.10,305 lakh as compared
 to Rs. 7,938 lakh in 2009-10.
 
 The consolidated total income of your Company increased from Rs. 43,995
 lakh in 2009-10 to Rs.62,702 lakh in 2010-11. The consolidated PBT grew
 by 45 per cent from Rs. 11,888 lakh in 2009-10 to Rs.17,205 lakh in
 2010-11, whereas consolidated PAT after minority interest increased to
 Rs.10,817 lakh from Rs. 7,849 lakh during 2009-10. During the year, the
 Company also received a dividend income of Rs.489 lakh from its
 subsidiary Mahindra World City Developers Limited and Rs.188 lakh from
 Mahindra World City (Jaipur) Limited.
 
 Demand from Maharashtra State Electricity Distribution Co.  Ltd.
 (MSEDCL)
 
 During 2008-09, MSEDCL had raised an assessment bill for Rs.2164 lakh
 on the Company pertaining to a commercial complex at Pune. The Company
 has filed an appeal before Adjudicating Officer at Mumbai for quashing
 the said demand.
 
 Demand from Income Tax Department
 
 In respect of certain business incomes re-classified by the Income Tax
 Department as income from house property and other disallowances, the
 Company has succeeded at the Appellate Tribunal for some assessment
 years and is pursuing the matter further with the Appellate authorities
 for other years. The liability net of Deferred Tax Asset/Liability
 would be Rs. 743.34 lakh (previous year Rs.891.19 lakh) in the event
 that the demand from the Income Tax Department is held valid.
 
 Awards and Recognition
 
 Your Company received several awards and recognitions during 2010 -11.
 Some of the prestigious awards are:
 
 - Selected as Indias Top 10 Builders in August, 2010 in Construction
 World Architect and Builder Awards 2010.
 
 - Vervian and Veronica wings of project Eminente at Mumbai was
 awarded The Economic Times ACETECH 2010 Real Estate Award, in the
 category ‘Excellence in Mid Segment (Exterior Architectural Design).
 
 - Refresh, the Mahindra Lifespaces newsletter won Gold Award from
 the Association of Business Communicators of India (ABCI) in the
 ‘Newsletter Design. The Company is recipient of award in this category
 for the 5th time in a row.  The brochure for Companys project
 ‘Aqualily also won the ‘Silver Award for its design.
 
 - Realty Plus, a leading monthly real estate magazine, adjudged
 Mahindra World City, New Chennai, as the winner of the ‘Best Integrated
 Township of the Year award in February, 2011.
 
 Capital
 
 The paid up equity capital of the Company comprises 4,08,35,150 equity
 shares of Rs.10 each aggregating Rs. 40,83,51,500.  During the year
 consequent upon exercise of Stock Options
 
 26,000 equity shares were issued and allotted by the Company which
 increased the paid up equity capital from Rs. 40,80,91,500 to Rs.
 40,83,51,500.
 
 On 22nd March, 2011, the Company, in accordance with the terms of the
 issue, redeemed Preference Share Capital comprising of 10,00,000 –
 10.50 per cent Non-Cumulative Redeemable Preference shares of Rs.100
 each aggregating Rs. 10,00,00,000.
 
 The allotment of 45,351 equity shares of the Company has been kept in
 abeyance in accordance with Section 206A of the Companies Act, 1956,
 till such time the title of the bonafide owner of the shares is
 certified by the concerned Stock Exchange or The Special Court (Trial
 of offenses relating to transactions in Securities).
 
 Employee Stock Options Scheme
 
 In accordance with the Employee Stock Option Scheme (ESOS – 2006), the
 Remuneration Committee has on 25th April, 2008, approved grant of
 6,78,359 Stock Options at an exercise price of Rs.428 per share. As of
 31st March, 2011, 26,000 Stock Options were exercised. Details required
 to be provided under the Securities and Exchange Board of India
 (Employee Stock Options Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 are provided as Annexure 1 to this Report.
 
 Holding Company
 
 The promoters of the Company i.e. Mahindra & Mahindra Limited (M&M)
 hold 2,08,46,126 equity shares which represents 51.05 per cent of the
 paid-up equity capital of the Company. Your Company continues to be a
 subsidiary company of M&M.
 
 Subsidiary Companies
 
 The developments during the year in key subsidiary companies are
 provided below:
 
 Mahindra World City Developers Limited (MWCDL) successfully implemented
 Indias first integrated business city & corporate Indias first SEZ
 near Chennai. The three sector-specific SEZs cater to the industry
 sectors viz. IT (services and manufacturing), Apparel & Fashion
 Accessories, and Auto Ancillaries and the Domestic Tariff Area caters
 to a wide range of manufacturing segments. The total development
 currently stands at 1,550 acres.  MWCDL is also engaged in planning and
 land procurement for the second Mahindra World City in Tamil Nadu over
 1,000 acres.
 
 Mahindra Integrated Township Limited (MITL) is engaged as a
 co-developer in developing the residential township area at Mahindra
 World City with ‘Iris Court being its first project spread over 18
 acres. MITL has a balance of 146 acres to be developed in phases for
 offering products in different formats and price bands.
 
 Mahindra Residential Developers Limited (MRDL), which is a subsidiary
 of Mahindra Integrated Township Limited (MITL) is jointly with a
 private equity real estate fund, ARCH Capital Asian Partners, L.P. -
 managed by ARCH Capital Management Company Limited, developing a gated
 residential community in approximately 55 acres within Mahindra World
 City, New Chennai
 
 under the name, Aqualily. ARCH Capital is an affiliate of Ayala Land,
 one of the most trusted real estate brands in Philippines.
 
 Mahindra Bebanco Developers Limited (MBDL) is a 70:30 joint venture
 between the Company and B. E. Billimoria & Co.  Limited, one of the
 leading construction companies in India. This Company will develop a
 residential complex across ~25 acres at Multi-modal International Hub
 Airport at Nagpur (MIHAN).  MBDL has finalised the master plan and unit
 plans which are being submitted to Maharashtra Airport Development
 Company (MADC) for approvals.
 
 Mahindra World City (Jaipur) Limited (MWCJL) is developing an
 integrated business city near Jaipur spread over approximately 3,000
 acres of land of which approximately 2,500 acres will be a
 multi-product SEZ and 500 acres will be a Domestic Tariff Area. At
 present MWCJL is in possession of 2,636 acres of land, and the
 procurement of the balance area is in process. Currently, MWCJL has
 received notifications for three SEZs, namely IT/ITeS, Light
 Engineering (including Automotive and Auto Components) and Handicrafts
 and formal approval for two more SEZs, namely Gems and Jewellery (25
 acres) and IT/ITeS (86 acres). MWCJL has received Environmental
 Clearance in respect of three SEZs, namely IT/ITeS, Light Engineering
 and Handicraft comprising around 892 acres of land area and
 Environmental Clearance for the balance area is under process.
 
 Mahindra World City (Maharashtra) Limited (MWCML) was set up to
 undertake development of a multi-product SEZ at Karla, near Pune in
 collaboration with Maharashtra Industrial Development Corporation
 (MIDC). MIDC has regretted its inability to acquire the land required
 for setting up the project and has suggested that MWCML examine the
 possibility of a joint venture project with MIDC elsewhere in
 Maharashtra.
 
 The statement pursuant to Section 212 of the Companies Act, 1956,
 containing details of the Companys subsidiaries, viz.  Mahindra World
 City Developers Limited, Mahindra Integrated Township Limited, Mahindra
 Residential Developers Limited, Mahindra World City (Jaipur) Limited,
 Mahindra World City (Maharashtra) Limited, Knowledge Township Limited,
 Industrial Township (Maharashtra) Limited, Mahindra Bebanco Developers
 Limited, Raigad Industrial & Business Park Limited, Mahindra
 Infrastructure Developers Limited, Anthurium Developers Limited and
 Watsonia Developers Limited is attached. The consolidated financial
 statements of the Company prepared in accordance with Accounting
 Standard 21 prescribed by The Institute of Chartered Accountants of
 India, form part of the Annual Report and Accounts. The summary of
 financial performance of the subsidiaries has been separately furnished
 forming part of the Annual Report.
 
 Ministry of Corporate Affairs (MCA), Government of India (GOI), vide
 its General Circular No. 2/2011 dated 8th February, 2011 has granted a
 general exemption from the requirement of attaching the Balance Sheet
 and Profit & Loss Account, Schedules to Accounts and Notes forming part
 of the Accounts, Report of the Board of Directors, Report of the
 Auditors etc., of subsidiary companies with the Annual Accounts of the
 Company under Section 212(8) of the Companies Act, 1956 subject to
 compliance of conditions mentioned therein.
 
 In terms of the aforesaid general exemption granted by MCA, the Board
 of Directors of the Company has given its consent for not attaching the
 Balance Sheet and Profit & Loss Account, Schedules to Accounts and
 Notes forming part of the Accounts, Report of the Board of Directors,
 Report of the Auditors etc., of its aforesaid twelve subsidiaries with
 the Annual Accounts of the Company, in relation to the financial year
 ending on 31st March, 2011.
 
 The Company Secretary will make these documents available upon receipt
 of a request from any member of the Company interested in obtaining the
 same. These documents will also be available for inspection at the
 Registered Office of your Company and the Registered Offices of the
 respective subsidiary companies during working hours up to the date of
 the Annual General Meeting.
 
 Management Discussion and Analysis Report
 
 The Management Discussion and Analysis Report, which gives a detailed
 account of operations of your Company forms a part of this Annual
 Report.
 
 Corporate Governance
 
 A report on Corporate Governance along with a certificate from the
 Statutory Auditors of the Company regarding the compliance of
 conditions of corporate governance as stipulated under Clause 49 of the
 Listing Agreement is annexed to this Report.
 
 Sustainable Development and Corporate Social Responsibility (CSR)
 
 As a part of the Mahindra Group, your Company is committed to the
 principles of sustainable development and consistently carries out
 initiatives in the area of corporate social responsibility to benefit
 the communities that it interacts with during the course of its
 business. A detailed account of these initiatives has been presented in
 the Management Discussion and Analysis chapter of the Annual Report.
 
 Directors
 
 Mr. Arun Nanda, Mr. Shailesh Haribhakti and Dr. Prakash Hebalkar retire
 by rotation and being eligible offer themselves for re-appointment.
 
 Directors Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
 based on the representations received from the operating management and
 after due enquiry, confirm that:
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed;
 
 ii) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and these have been applied consistently and
 reasonable and prudent judgments and estimates have been made so as to
 give a true and fair view of the state of affairs of the Company as at
 31st March, 2011 and of the profit of the Company for the year ended on
 that date;
 
 iii) proper and sufficient care has been taken 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;
 
 iv) the annual accounts have been prepared on a going concern basis.
 
 Auditors
 
 M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, retire as
 auditors at the forthcoming Annual General Meeting. The members will be
 required to appoint auditors for the current year and fix their
 remuneration.
 
 As required under the provisions of Section 224(1B) of the Companies
 Act, 1956, the Company has received a written certificate from M/s. B.
 K. Khare & Co., Chartered Accountants, Mumbai, proposing to be
 re-appointed as Statutory Auditors, to the effect that their
 re-appointment, if made, would be in conformity with the limits
 specified in the said Section.
 
 Deposits, Loans and Advances
 
 Your Company has not accepted any deposits from the public or its
 employees during the year under review. The details of loans and
 advances, which are required to be disclosed in the annual accounts of
 the Company pursuant to Clause 32 of the Listing Agreement with the
 Company, are furnished separately.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The particulars relating to the energy conservation, technology
 absorption and foreign exchange earnings and outgo, as required under
 Section 217(1)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 are given in the Annexure 2 to this report.
 
 Particulars of Employees as required under Section 217(2A) of the
 Companies Act, 1956 and Rules made thereunder
 
 The Company had 1 (one) employee who was in receipt of remuneration of
 not less than Rs. 60,00,000 during the year ended 31st March, 2011 or
 not less than Rs. 5,00,000 per month during any part of the said year.
 However, as per the provisions of Section 219 (1) (b) (iv) of the
 Companies Act, 1956, the Directors Report and Accounts which are being
 sent to the shareholders need not include this Annexure. Any
 shareholder interested in obtaining a copy of the Annexure may write to
 the Company Secretary at the Registered Office of the Company.
 
 Acknowledgment
 
 The Directors would like to thank all shareholders, customers, bankers,
 contractors, suppliers, associates and auditors of your Company for the
 support received from them during the year. The Directors would also
 like to place on record their appreciation of the dedicated efforts put
 in by the employees of the Company.
 
 
 
 
                                        For and on behalf of the Board
 
 
                                                            Arun Nanda
                                                              Chairman
 
 Mumbai, 23rd April, 2011