Dear Members,
 
 The Directors are pleased to present the 106th Annual Report of the
 Company together with the Audited Financial Statements for the year
 ended 31st March, 2011.
 
 FINANCIAL RESULTS:
 
                                                    (Rs. in million)
 
 Particulars                                Year ended     Year ended
 
                                            31.03.2011     31.03.2010
 
 Sales and other Income                       2,088.45       1,397.96
 
 profit before Interest, Depreciation, 
 Extraordinary Items and Tax                  1,576.66         986.46
 
 Less: Interest & Finance Charges                85.52          85.53
 
 Less: Depreciation                             277.26         160.47
 
 profit Before Tax                             1,213.88         740.46
 
 Less: Provision for Taxation:
 
 Current Tax                                    287.50         151.50
 
 Deferred Tax                                     9.86          (9.96)
 
 Net profit After Tax                            916.52         598.92
 
 Balance brought forward from Previous Year   3,025.65       2,830.08
 
 profit available for appropriation            3,942.17       3,429.00
 
 Appropriations:
 
 General Reserves                               200.00         200.00
 
 Proposed Dividend                              260.72         173.81
 
 Corporate Dividend Tax                          42.30          29.54
 
 Balance Carried Forward to:
 
 profit & Loss Account                         3,439.15       3,025.65
 
 OPERATIONS:
 
 The highlight of the year in terms of operations has been exceptional
 performance of High Street Phoenix and Palladium, both in terms of
 footfalls and trade conducted at the property. Parrallelly, the Company
 progressed towards fnishing the retail and commercial space under Phase
 I at Phoenix Marketcity Pune, to the extent that the mall was able to
 start operations in June 2011. The Company also made satisfactory
 progress with the marketing and construction of all its other
 Marketcity projects, of which Bangalore and Kurla, Mumbai are expected
 to be launched in September''11 and by Q3 FY2012 respectively, while
 Chennai is expected to become operational by Q4 FY2012. The Company
 also progressed with its other projects at various stages of their
 developments. The report on Management Discussion and Analysis (MDA),
 which forms part of this report, inter-alia, deals comprehensively with
 the operations and also current and future outlook of the Company.
 
 DIVIDEND:
 
 Your Directors are pleased to recommend, for approval of the Company''s
 shareholders in the ensuing Annual General Meeting (AGM), a final
 dividend of 90 % for the year ended 31st March, 2011, i.e., Rs. 1.80/-
 for each fully paid up equity share of Rs. 2/-.
 
 The said dividend, if declared in the ensuing AGM, shall not be taxable
 in the hands of the shareholders.
 
 BOARD OF DIRECTORS:
 
 The Company''s shareholders had in the AGM held on 28th September, 2010
 approved the appointment of Mr. Shishir Shrivastava as the Company''s
 Executive Director for a period of five years w.e.f. 18th March, 2010.
 
 In view of the outstanding performance and contribution made by Mr.
 Shishir Shrivastava to the Company''s progress in the year under review,
 the Company''s Board has, in its meeting held on 30th July, 2011
 approved the elevation of Mr. Shrivastava to the position of Group
 Chief Executive officer & Joint Managing Director of the Company for a
 period of five years w. e. f. 30th July, 2011.
 
 Mr. Shishir Shrivastava has been appointed as Joint Managing Director
 on the Company''s Board w. e. f. 30th July, 2011, for a period of 5
 years without payment of remuneration to him by the Company, subject to
 approval of the shareholders in the ensuing Annual General Meeting. The
 Board recommends the same for shareholders'' approval in the ensuing
 AGM.
 
 Mr. Pradumna Kanodia has been appointed as an Additional Director on
 the Company''s Board w. e. f. 28th April, 2011 and holds office till the
 ensuing Annual General Meeting of the Company. A Notice has been
 received from a member proposing his candidature as Director of the
 Company and the Board recommends the same for shareholders'' approval in
 the ensuing AGM.
 
 Mr. Kanodia has also been appointed as Director-Finance on the
 Company''s Board w.e.f. 28th April, 2011 for a period of 5 years without
 payment of remuneration to him by the Company, subject to approval of
 the shareholders in the ensuing Annual General Meeting. The Board
 recommends the same for shareholders'' approval in the ensuing AGM.
 
 In the AGM held on 23rd September, 2008, Mr. Kiran Gandhi had been
 appointed as the Whole-Time Director on the Company''s Board for a
 period of three years from 22nd April, 2008. Accordingly, his term
 ended on 21st April, 2011. The Company''s Board in its meeting held on
 28th April, 2011 has re-appointed Mr. Kiran Gandhi as Whole-Time
 Director w. e. f. 22nd April, 2011 for a further period of three years,
 subject to shareholders'' approval in the ensuing AGM. The Board
 recommends the said re-appointment for shareholders'' approval in the
 ensuing AGM.
 
 Mr. Shribhanu Patki and Mr. Sivaramakrishnan Iyer, Independent
 Directors on the Company''s Board, retire by rotation at the ensuing AGM
 and being eligible, offer themselves for re-appointment. A brief profle
 of the said directors as required by Clause 49 (IV) (G) of the Listing
 Agreement is given in the AGM Notice contained in this Annual Report.
 The Board recommends the same for shareholders'' approval in the ensuing
 AGM.
 
 PARTICULARS OF EMPLOYEES:
 
 As required by the provisions of Section 217 (2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of employees are set out in
 the annexure to the Directors'' Report.
 
 However, as per the provisions of Section 219 (1) (b) (iv) of the said
 Act, the Annual Report and accounts are being sent to all shareholders
 of the Company excluding the aforesaid information. Any shareholder
 interested in obtaining such particulars may write to the Company at
 its Registered office.
 
 EMPLOYEE STOCK OPTION SCHEME (ESOP):
 
 The disclosures required to be made under SEBI (Employee Stock Option
 Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given
 in the Annexure to this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Act, 1956, your Directors hereby confirm that: y in preparation of the
 annual accounts, the applicable accounting standards have been
 followed;
 
 - the Directors have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give 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;
 
 - the directors have taken proper and suffcient 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; and
 
 - the annual accounts for the year ended 31st March, 2011 have been
 prepared on going concern basis.
 
 CORPORATE GOVERNANCE:
 
 Your Company is committed to maintain the highest standards of
 Corporate Governance and comply with all applicable regulatory norms.
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, a separate section titled Corporate Governance is attached
 to this Annual Report along with a certifcate from M/s Rathi &
 Associates, Company Secretaries in practice, regarding the Company''s
 compliance with the requirements of the Listing Agreement.
 
 Your Company has voluntarily obtained a ‘Secretarial Audit Report'' for
 the financial year ended 31st March, 2011 from M/s. Rathi & Associates,
 Company Secretaries in practice, which is annexed to this report.
 
 AUDITORS
 
 M/s. A.M. Ghelani and Company, Chartered Accountants and M/s.
 Chaturvedi and Shah, Chartered Accountants, Joint Statutory Auditors of
 the Company retire at the ensuing AGM. They have confrmed their
 respective eligibility and willingness to act as Auditors of the
 Company for the FY 2011-12, if re-appointed.
 
 AUDITORS'' REPORT
 
 The observations made by the Auditors in their Report read with the
 relevant notes given in the Notes on Accounts for the year ended 31st
 March, 2011, are detailed and self-explanatory and do not require
 further clarifcation under section 217 (3) of the Companies Act, 1956.
 
 PUBLIC DEPOSITS
 
 Your Company has not accepted any deposits from the public during the
 year under review.
 
 SUBSIDIARY COMPANIES
 
 The Ministry of Corporate Affairs, Government of India, vide its
 Circular No. 2/2011 dated 8th February, 2011, has provided an exemption
 to companies from complying with Section 212, provided such companies
 publish the audited consolidated financial statements in the Annual
 Report. Accordingly, the Annual Report 2010-11 does not contain the
 financial statements of our subsidiaries. The audited annual accounts
 and other related information of our subsidiaries will be made
 available upon request. The same will also be available for inspection
 during business hours at our registered office.
 
 During the year under review, the Company has acquired Butala Farm
 Lands Private Limited and Pinnacle Real Estate Development Pvt. Ltd. as
 its wholly-owned subsidiaries.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
 
 During the year under review, your Company has neither undertaken any
 manufacturing activity nor any research and development activities in
 the field of construction, etc., nor imported any technology in relation
 thereto. Hence, there are no particulars regarding conservation of
 energy & technology for being furnished in this Annual Report.
 
 FOREIGN EXCHANGE OUTGO AND EARNINGS:
 
 The particulars regarding foreign exchange expenditure and earnings are
 contained in item nos. 13 and 14 of schedule R annexed to and forming
 part of the financial statements.
 
 ACKNOWLEDGEMENT
 
 The Board of Directors place on record their appreciation of the
 assistance, guidance and support extended by all the regulatory
 authorities including SEBI, Stock Exchanges, Ministry of Corporate
 Affairs, Registrar of Companies, the Depositories, Bankers and
 Financial Institutions, the Government at the Centre and States, as
 well as their respective Departments and Development Authorities in
 India and abroad connected with the business of the Company for their
 co-operation and continued support. The company expresses its gratitude
 to the Customers for their trust and confidence in the Company.
 
 In addition, your Directors also place on record their sincere
 appreciation of the commitment and hard work put in by the Registrar &
 Share Transfer Agents, all the suppliers, sub contractors, consultants,
 clients and employees of the Company.
 
                                               On behalf of the Board
 
                                        For The Phoenix Mills Limited
 
 Place: Pune                                          Ashokkumar Ruia
 
 Date: 30th July, 2011.                  Chairman & Managing Director