The Directors'' present their Fifty Third Annual Report and the Audited
 Financial Accounts for the year ended March 31, 2012.
 
 FINANCIAL PERFORMANCE
 
                                                            (Rs. in Crore)
 
                                                    2011-12      2010-11
 
 Gross Sales and Other Income                        142.42       152.85
 
 Gross Profit                                         86.54       107.00
 
 Interest paid                                        71.05        57.98
 
 Cash Profit                                          15.49        49.02
  
 Depreciation                                         49.41        46.00 
 
 Net Profit/ (Loss) before                         (-33.92)         3.02
 
 extraordinary items
 
 Less: Extraordinary items
 
 VRS                                                  0.00          2.52
 Aet Profit/ (Loss) for the year after            (-33.92)          0.50
 
 extraordinary items
 
 Provision for Taxation:
 
 Current Tax                                          0.76          0.10
 
 Income tax adjustments                               0.00          0.00
 of earlier years
 
 Deferred Tax                                     (-15.04)          0.04
 
 Profit /(Loss) for the year after Tax            (-19.64)          0.36
 
 The Gross Sales and Other Income for the previous Financial Year
 2010-11 includes onetime income, i.e. profit on sale of Tarapur land of
 Rs. 38.75 crore. Accordingly, the performance for the Financial Year
 2011-12 as compared to financial year 2010-
 
 11, excluding this onetime income, is as follows:
 
 The Gross Sales and Other Income for the current year 2011-12 amounts
 to Rs. 142.42 crore as against Rs. 113.10 crore for the previous year
 2010-11, an improvement of 26 %.
 
 The Gross Profit for the current year 2011-12 amounts to Rs. 86.54 crore
 as against Rs. 68.25 crore for the previous year 2010-11, an improvement
 of 27 %.
 
 The Cash Profit for the current year 2011-12 amounts to Rs. 15.49 crore
 as against Rs. 10.27 crore for the previous year 2010-11, an improvement
 of 51 %.
 
 The Net Loss (before extraordinary items) for the current year 2011-12
 amounts to Rs. 33.92 crore as against Rs. 35.73 crore for the previous year
 2010-11, an improvement of 5 %.
 
 DIVIDEND
 
 The Directors do not recommend any dividend in view of the net loss for
 the year.
 
 DIRECTORS
 
 Shri Rama Varma and Smt. Aruna Makhan, Directors, retire by rotation
 and being eligible, offer themselves for re-appointment at this Fifty
 Third Annual General Meeting.
 
 A brief resume of the Directors to be re-appointed, nature of their
 expertise, and name of the company/ies in which they hold Directorships
 and Memberships/ Chairmanships of Board Committees, as stipulated under
 clause 49 of the Listing Agreement with the Stock Exchange, Mumbai, is
 provided and forms part of the Notice of the Fifty Third Annual General
 Meeting, and is recommended for the approval of the shareholders.
 
 Shri Jaidev Shroff has resigned from the Board as Director w.e.f.
 February 6, 2012. The Directors place on record their appreciation of
 the valuable services rendered by Shri Shroff during his tenure as
 Director of the Company.
 
 OPERATIONS & FUTURE OUTLOOK i) Development of the Industrial Park
 /Information Technology (IT) Park i.e. Nirlon Knowledge Park ( NKP) -
 Goregaon, Mumbai
 
 Nirlon Limited is the owner of NKP, a 23 acre campus in Goregaon (E),
 Mumbai. NKP is an Industrial Park as per the Consolidated Foreign
 Direct Investment (FDI) Policy of the Government of India (GOI), and is
 an IT Park under the Government of Maharashtra''s IT Policy. NKP, being
 an Industrial Park, is eligible for FDI under the Automatic Route as
 per the Government of India''s Consolidated FDI Policy.
 
 Construction, Delivery of Premises, and License Fee Commencement
 
 Planning for the development of NKP in four phases began in 2006, and
 construction in April/May 2007. Currently, Phases 1 and 2 are complete.
 
 Phases 1 & 2: A total of approx. 16.75 lac sq. ft. has been constructed
 in Phases 1 and 2. Income by way of License fees from approx. 10.60 lac
 sq. ft. licensable area, which corresponds to approx. 99 % of the total
 licensable area for Phases 1 & 2 of approx. 10.75 lac sq. ft., is
 accruing to the Company as on March 31, 2012.
 
 Please note: The total constructed area of approx. 16.75 lac sq.ft. for
 Phases 1 and 2 includes two levels of basement parking for each of the
 four office Blocks, as well as a 10 floor Multi Level Car Parking (
 MLCP) ( which also has two basements) housing the utilities, i.e.
 generators, chillers, water tanks, electrical infrastructure etc. for
 Phases 1 and
 
 2, in addition to visitor and occupant parking.
 
 Gross License fees as on March 31, 2012 from Phases 1 and 2 aggregate
 approx. Rs. 8.46 crore per month. Additional gross License fees as on
 March 31, 2012 of approx.  Rs. 1.32 crore per month are also accruing
 from other licensees occupying the existing old buildings in NKP
 (approx. 3.41 lac sq. ft.).
 
 Phase 3: Construction of Phase 3 (approx. 5.46 lac sq. ft. of
 constructed area corresponding to approx. 3.97 lac sq. ft. of
 licensable area) commenced in the last quarter of 2010, and is expected
 to be complete by approx. the April - June quarter of 2013.
 
 License fees from Phase 3 are estimated to begin accruing in stages
 from approx. October 2013 (the intervening period from the Project
 completion to license fee commencement being the fit out period for
 potential licensees).
 
 Phase 4: Construction of Phase 4 (approx. 7.25 lac sq. ft. of
 constructed area corresponding to approx. 4.23 lac sq. ft.  licensable
 area [including additional parking area for all four phases]) is
 estimated to commence from July -August 2012. Completion of Phase 4 is
 expected by the October- December quarter of 2014, and license fee
 commencement from approx. April 2015.
 
 When complete, (estimated by approx. October- December 2014) the total
 licensable area (including existing old buildings) in NKP will be
 approx 22.36 lac sq. ft.
 
 Marketing
 
 The profile of occupants occupying Phase 1 and Phase 2 presently
 comprise highly regarded and well known International and Indian
 corporates. The Company is targeting a similar profile of successful
 Corporates for its Phase 3 and Phase 4 development.
 
 Thus far, the Company has signed binding LOIs with two MNC''s who have
 committed to license space in Phases
 
 3 / 4. Further the Company is in serious discussions with various other
 well known and financially sound Corporates to secure additional
 commitments for these phases.
 
 Financing
 
 The Company''s debt funding to-date continues to be provided by HDFC
 Limited and can be broadly be broken down into three categories:-
 
 (i) Securitized loan - Rs. 518.89 crore (as on March 31, 2012) being
 repaid in equal monthly installments of principal and interest from the
 existing License fees.
 
 (ii) Construction loan for Phase 3 - Rs. 57.00 crore drawn down as on
 March 31, 2012 (out of a total of Rs. 200.00 crore sanctioned).
 
 (iii) Construction loan for Phase 4 - Rs. 225.00 crore has been
 sanctioned to date.
 
 Preferential Issue of 1,35,49,000 Equity Shares issued and allotted on
 July 21, 2011 ( at a premium of Rs. 45.00 per share) : The proceeds of Rs.
 74.52 crore from this Preferential Issue have been utilized as
 envisaged, for enhancing the efficiency of the NKP development through
 a prudent and responsible mix of project financing.
 
 The Company''s business plan will continue to retain ownership of the
 NKP development, and to offer office space on a leave and license basis
 only.
 
 ii) Nirlon House
 
 The Company continues to own 75% undivided interest in approx. 45,475
 sq.ft. in the ''Nirlon House'' building at a prime location on Dr. A. B.
 Road, Worli, in Central Mumbai.
 
 FIXED DEPOSITS
 
 The Company has neither accepted nor invited any fixed deposits during
 the year.
 
 DEBENTURES
 
 The Company has not issued any debentures during the year.  POSTAL
 BALLOT
 
 The Company has passed special resolutions by way of a Postal Ballot ,
 and has declared results on May 23, 2012 with respect to the following
 items:-
 
 a.  Under Section 269 read with the Schedule XIII to the Companies Act,
 1956 and other applicable provisions of the Act seeking approval of the
 Members for the Appointment and Remuneration of Shri Rahul Sagar as the
 Executive Director of the Company for a period of three years w.e.f.
 April 1, 2012;
 
 b.  Under Section 31 of the Companies Act, 1956 for Alteration of
 Articles of Association of the Company by addition of Article 13A; and
 
 c.  Under Section 81(1A) and other applicable provisions of the
 Companies Act, 1956 for approval of the Nirlon Employee Stock Option
 Scheme 2012.
 
 EMPLOYEES STOCK OPTION SCHEME (ESOP)
 
 Pursuant to the resolution passed by the shareholders of the Company by
 way of a postal ballot on May 23, 2012, the Company granted 7,15,000
 stock options to its employees at an issue price of Rs. 41.30 per share
 on May 30, 2012 in accordance with NIRLON ESOP 2012. Each option
 entitles the holder to purchase one equity share of the Company at the
 issue price. No options have been vested till date.
 
 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO :
 
 As required under Section 217(1) (e) of the Companies Act, 1956 read
 with Rule 2 of the Companies (Disclosure of Particulars in the Report
 of Directors'') Rules 1988 the particulars
 
 relating to conservation of energy, technology absorption and foreign
 exchange earnings and outgo are as under :
 
 (A) The Company has no manufacturing activities relating to
 conservation of energy.
 
 (B) 1. The Company has made not made any provision for
 
 research & development expenditure as the same is not applicable.
 
 2.  The Company has no activity relating to technology absorption and
 innovation.
 
 (C) The Company has incurred travel expenses in foreign currency
 aggregating to Rs. 6.35 lac (Previous Year Rs. 2.76 lac) and the Company
 has no foreign exchange earnings.
 
 The Company has incurred professional fee expenses in foreign currency
 aggregating to Rs. 85.99 lac (Previous Year Rs. 109.92 lac).
 
 EMPLOYEES
 
 The information required under the provisions of Section 217(2A) of the
 Companies Act, 1956 read with the Companies (''Particulars of
 Employees'') Rules, 1975 (as amended to date) is attached as Annexure I
 and forms part of this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to Directors'' Responsibility Statement, the
 Board of Directors hereby confirm:
 
 i) that in the preparation of the annual accounts for the year ended
 March 31, 2012, applicable accounting standards have been followed
 along with proper explanations relating to material departures;
 
 ii) that the Directors have selected such accounting policies and
 applied them consistently, and made judgments and estimates that were
 reasonable and prudent, so as to give a true and fair view of the state
 of affairs of the Company for the year ended March 31, 2012, and of the
 net losses of the Company for that year;
 
 iii) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act, for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 iv) that the Directors have prepared the accounts for the year ended
 March 31, 2012 on a ''going concern'' basis.
 
 CORPORATE GOVERNANCE DISCLOSURE
 
 The Company adheres to the principles of Corporate Governance mandated
 by the Securities and Exchange Board of India (SEBI), and has complied
 with all the mandatory requirements. The non-mandatory requirements
 have been complied with to the extent practical and applicable.
 
 A separate section on Corporate Governance (Annexure II to this Report)
 and a certificate from the Statutory Auditors confirming compliance
 with the Corporate Governance requirements as stipulated in Clause 49
 of the Listing Agreement entered into with Bombay Stock Exchange
 Limited, forms part of this Report.
 
 The Executive Vice Chairman''s declaration regarding compliance with the
 Code of Business Conduct and Ethics forms part of this Corporate
 Governance Report.
 
 MANAGEMENT DISCUSSION ANALYSIS
 
 Details are provided in Annexure III and form part of this Report.
 
 INTERNAL AND STATUTORY AUDITORS
 
 M/s. Haribhakti & Co., Chartered Accountants are appointed as Internal
 Auditors of the Company and their reports are reviewed by the Audit
 Committee appointed by the Board.
 
 The Company''s Statutory Auditors, M/s. N. M. Raiji & Co., Chartered
 Accountants, retire as Auditors of the Company at the conclusion of the
 ensuing Fifty Third Annual General Meeting, and are eligible for
 re-appointment. They have indicated their willingness to accept
 re-appointment and have further furnished the necessary Certificate in
 terms of Section 224(1B) of the Companies Act, 1956.
 
 The Audit Committee has considered and recommended the re-appointment
 of M/s. N. M. Raiji & Co., Chartered Accountants, as Statutory Auditors
 of the Company to the Board of Directors.  The Board of Directors have
 accepted the recommendation and recommend to the Shareholders the
 re-appointment of M/s. N. M. Raiji & Co., Chartered Accountants, as the
 Statutory Auditors of the Company and authorized the Board of Directors
 to fix their remuneration.
 
 AUDITORS'' REPORT
 
 The observations made by the Auditors in their Report referring to the
 Notes forming part of the Accounts are self explanatory , and
 therefore, do not require any further comments under Section 217(3) of
 the Companies Act, 1956.
 
 PERSONNEL RELATIONS AND ACKNOWLEDGEMENTS
 
 Personnel relations with employees continue to remain cordial.  Your
 Directors record their appreciation for the services rendered by
 employees at all levels. They acknowledge and record their appreciation
 for the co-operation and assistance rendered by HDFC Limited, Banks,
 and various Government Authorities at the State and Central levels.
 Your Directors thank all stakeholders for their continued support.
 
                                For the Behalf of the Board of Directors 
                                                For Nirlon Limited Moosa
 
                                                           Raza Chairman
 
 Mumbai, July 28, 2012