Dear Shareholders,

Your Directors have pleasure in presenting the 98th Annual Report together with the
Audited Accounts of the Company for the year ended 31st March, 2017.

The performance of the Company for the year ended on 31st March, 2017 is summarised
below:

(Rs. in Lakhs)


  

    
1 Particulars
    
2016-17
    
2015-16
  
  

    
Revenue from Operations
    
512.73
    
866.79
  
  

    
Other Income*
    
1,168.12
    
1,454.03
  
  

    
Total Revenue
    
1,680.85
    
2,320.82
  
  

    
Total Expenses
    
1,027.34
    
1,438.59
  
  

    
Profit Before Tax
    
653.51
    
882.23
  
  

    
Tax Expense
    

    

  
  

    
- Current tax
    
133.45
    
172.20
  
  

    
- Earlier Year Income Tax (Net)
    
2.31
    
5.12
  
  

    
Profit for the period
    
517.75
    
704.91
  
  

    
Transfer to General Reserve
    
-
    
-
  
  

    
Profit Brought Forward from previous year
    
5,807.71
    
5,102.80
  
  

    
Net Surplus in the Statement of Profit & Loss
    
6,325.46
    
5,807.71
  


* Includes Rs. 412.40 Lakhs (Previous Year - Rs. 736.91 Lakhs) being
proportionate transfer from Revaluation Reserve. DIVIDEND

In order to conserve existing resources of the Company, your Directors do not recommend
any dividend for the financial year ended 31st March 2017.


STATE OF COMPANY AFFAIRS

In respect of Company's Project, "Zandu Sigma Estate" at Dadar, Mumbai, the
Company has received Occupancy - Certificate ("OC") from Municipal Corporation
of Greater Mumbai for Building IB. With this, construction of the Project is complete,
save and except that OC for 2 units in Building 2 is still to be obtained. The Company has
been able to sell substantial number of Units in the Project.


CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the
Company.


MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There has been no material changes and commitments, affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the Financial Statements relate and the date of this Report. 


SUBSIDIARIES/ASSOCIATE/JOINT VENTURE

Your Company does not have any subsidiary, associate or joint venture.


PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 forms part of the Notes to the Audited Financial Statements provided
in this Annual Report.


PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties entered during the financial year by the Company
were on an arms' length basis and in the ordinary course of business. The particulars of
material contract or arrangements entered into by the Company with Related Parties
referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 prescribed under
the Companies (Accounts) Rules, 2014 is appended as Annexure -1 hereto and
forms part of this Report.

A policy on 'Materiality of and Dealing with Related Party Transactions' have been
devised by the Board of Directors and the same may be referred to, at the Company's
website at the weblink: www.emamirealty.com/policy_zandu.php .


PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.


AUDITORS & AUDITOR'S REPORT

M/s S. K. Agrawal & Co., Chartered Accountants (Firm Registration No. 306033E),
Statutory Auditors of the Company have been appointed by the members at the Annual General
Meeting held on 9th September, 2015 to hold office for a period of 5 years subject to
ratification by members annually. Accordingly, appointment of M/s S. K. Agrawal & Co.,
Chartered Accountants, as Statutory Auditors of the Company is placed for ratification by
the members. In this regard, the Company has received a certificate from the auditors to
the effect that if they are re-appointed, it would be in accordance with the provisions of
Section 141 of the Companies Act, 2013.

The Auditor's Report to the members for the year under review does not contain any
qualification.


SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/s MKB & Associates, Practising Company Secretaries as the Secretarial
Auditor of the Company for the financial year ended 31st March 2017. The Secretarial Audit
Report for the financial year ended 31st March 2017 is annexed herewith as Annexure -
2. The said Report does not contain any qualification.


DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS:

a. Statement on declaration given by Independent Directors under sub- section (7) of
Section 149

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").


b. Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarised with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc. On appointment, the Independent Director is issued a
Letter of Appointment setting out in detail, the terms of appointment, duties,
responsibilities and expected time commitments. Each newly appointed Independent Director
is taken through a formal induction program on the Company's operations, marketing,
finance and other important aspects. The Company Secretary briefs the Independent
Directors about their ‘legal and regulatory responsibilities as a Director. The
familiarization program is available on the Company's website under the weblink: www.emamirealty.com/policy_zandu.php
.


II. NON- INDEPENDENT DIRECTORS:

As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Sandeep
Jhunjhunwala (DIN: 06433099) retires by rotation, and being eligible, offers himself for
re-appointment. In view of his considerable experience and contribution to the Company,
your Directors recommend his re-appointment.


III. KEY MANAGERIAL PERSONNEL ("KMP")

There is no change in the office of KMP during the financial year 2016-17.


MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2017, five Board Meetings were held,
details of which are given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013 and the
Listing Regulations.


MEETINGS OF INDEPENDENT DIRECTORS

As required under Regulation 25(3) of the Listing Regulations read with the Code for
Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of
Independent Directors was held on 10th February, 2017 wherein the performance of the
Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors
at their meeting also assessed the quality, quantity and timeliness of flow of information
between the Company's management and the Board of Directors of the Company.


STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The statement of particulars as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is enclosed as Annexure - 3 to this Report.


PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limits
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing particulars of employees as required by the
said Rules is provided in Annexure - 3 of this Report. Having regard to the
provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company.
The said information is available for inspection at the corporate office of the Company
during working hours and any member interested in obtaining such information may write to
the Company Secretary and the same will be furnished on request.


CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, all companies having net worth of Rs.
500 Crores or more, or turnover of Rs. 1,000 Crores or more, or a net profit of Rs. 5
Crores or more during any of the three preceding financial years are required to
constitute a Corporate Social Responsibility ("CSR") Committee of the Board
comprising of three or more directors, at least one of whom shall be an Independent
Director and such company shall spend at least 2% of the average net profit of the
company's three immediately preceding financial years in pursuance of its CSR Policy.
Accordingly, in compliance with above, your Company has a CSR Committee.

The Annual Report on CSR as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is enclosed as Annexure - 4 to this Report.


DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013,
with respect to Directors' Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2017, the
applicable accounting standards, have been followed and there are no material departures
from the same;

(ii) the Directors have selected such accounting policies and have 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 as at the end of the
financial year and of the profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts of the Company on a 'going
concern' basis;

(v) the Directors, have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.


CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis for the
financial year ended 31st March, 2017 is presented in separate sections, forming part of
this Report.


CFO CERTIFICATION

As required by Regulation 17(8) of the Listing Regulations, the CFO certification has
been submitted to the Board and a copy thereof is contained elsewhere in this Annual
Report.


INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with its size, requirement and
the nature of operations. The Company's system of internal control has been designed to
provide a reasonable assurance with regard to maintenance of proper accounting controls,
monitoring of operations, protecting assets from unauthorized use or losses, compliance
with regulations and for ensuring reliability of financial reporting.


INTERNAL FINANCIAL CONTROL

The Company has in place adequate financial controls commensurate with its size, scale
and complexity of its operations. The Company has policies and procedures in place to
properly and efficiently conduct its business, safeguard its assets, detect fraud and
errors, maintain accuracy and completeness of accounting records and prepare financial records
in a timely and reliable manner.


PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations read
with Guidance Note issued by SEBI, the Nomination and Remuneration Committee evaluated the
performance of all Directors on criteria such as qualification, level of governance in
meetings, preparedness for the meeting, experience, knowledge and competence, fulfilment
of functions, ability to function as a team, initiative, availability and attendance,
integrity, adherence to the code of conduct, etc. Independent Directors were additionally
evaluated on criteria like independence of views and judgement and the Chairman of
the Board was additionally evaluated on criteria like effectiveness of
leadership and ability to steer the meeting, impartiality, commitment and ability to keep
shareholders' interest in mind. The Independent Directors of the Company in their separate
meeting, reviewed the performance of Non-Independent Directors, the Board as a whole and
of the Chairperson of the Company.

The Board, after taking into consideration the evaluation exercise carried out by the
Nomination and Remuneration Committee and by the Independent Directors, carried out an
evaluation of its own performance and that of its Committees. The individual performance
of all Directors (including the Independent Directors) was also carried out by the entire
Board (excluding the Director being evaluated).

The Directors expressed their satisfaction over the evaluation process and results
thereof.


AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the
Corporate Governance Report forming a part of this Annual Report. There has been no
instance where the Board has not accepted the recommendations of the Audit Committee.


NOMINATION AND REMUNERATION COMMITTEE .

The composition and terms of reference of the Nomination and Remuneration Committee has
been furnished in the Corporate Governance Report forming a part of this Annual Report.


STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders' Relationship Committee has
been furnished in the Corporate Governance Report forming a part of this Annual Report.


REMUNERATION POLICY

The Policy of the Company on appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided
under Section 178(3) of Companies Act, 2013, is appended as Annexure - 5 to
this Report.


WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under
Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. A
Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to
report to the management concerns about unethical behaviour, actual or suspected fraud or
violation of the Code of Conduct or Policy. The mechanism provides for adequate safeguards
against victimization

of employees and Directors to avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee in exceptional cases. The said policy may be
referred to, at the Company's website under the weblink: www.
emamirealty.com/policy_zandu.php.


RISK MANAGEMENT

The Company has a defined Risk Management framework to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and
procedures to minimize risk. The policy is periodically reviewed to ensure that the
executive management controls the risk as per decided policy.


EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return as on the financial year ended 31st March, 2017 in Form
MGT-9 is annexed hereto as Annexure - 6 and forms a part of this Report.


PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide a work environment which ensures that every woman
employee is treated with dignity, respect and equality. There is zero-tolerance towards
sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employees. The
policy allows every employee to freely report any such act and prompt action will be taken
thereon. The Policy lays down severe punishment for any such act. Further, your Directors
state that during the year under review, there was no case of sexual harassment reported
to the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.


SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

There are no significant material orders passed by the Regulators / Courts/ Tribunals
which would impact the going concern status of the Company and its future operations.


PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & '

OUTGO AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013

A. The operations of the Company are not energy intensive as the Company is not engaged
in any manufacturing activity and hence reporting under this does not arise.

B. No technology has been developed and / or imported by way of foreign collaboration.

C. During the year, the Company has had "nil" foreign exchange earnings and
outgo.


TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND •.

There is no amount lying unpaid/unclaimed with the Company.


ACKNOWLEDGEMENTS

Your Directors wish to extend their thanks and appreciation for the valuable and
continued support received from the Shareholders, Company's Employees, Bankers, Central
and State Government Authorities, Stock Exchange(s), Depositories and all other
Stakeholders for the growth of the organization.


  

    

    
For and on behalf of the Board of Directors
  
  

    
Kolkata
    
Abhijit Datta
  
  

    
3rd May, 2017
    
Chairman