BOARD OF DIRECTORS REPORT

To,

The Members of,

M/s. Esaar (India) Limited

Your Directors present their 63rd Annual Report with Audited Statement of Accounts for the year ended on March 31, 2015.

During the year Companys total operational revenue including other income is Rs.871.49 Lacs as compared to Rs.1572.33 Lacs in the previous year and thereby registering a decline of 44.57%, as compared to the previous year. The delcine in operational revenue is mainly due to violate market condition and slack capital market platform, devaluation of stock and increase in administrative expenses, ultimately leads to stiff decline in profitability of the company and resulted in loss after tax i.e Rs.404.96 Lacs against the loss after tax Rs.45.44 Lacs in the previous year.

The management of the Company hereby very optimistic regarding performance of the Company in furture and taking every steps and making every efforts to turn the Company in to profitable orgnisation.

Dividend:

In view of losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review.

Board Of Directors:

During the year under review, Mrs. Hiral Kalpesh Mehta, Director and CFO of the Company had resiged w.e.f. 26/12/2014 due to her pre-occupations. The Board of Directors of the Company appreciates the Contributions made by her during her tenure of Directorship.

Mr. Dheeraj Babulal Shah, Managing Director, who though not liable to retire by rotation is retiring by rotation to enable compliance by the Company with the provisions of Section 152 of the Companies Act, 2013 (hereinafter called "the Act") and being eligible, offers himself for re-appointment.

As required under clause 49 of the listing agreement with the stock exchanges, the information on the particulars of directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.

Deposits:

The Company has been registered as a NBFC since 1998 in terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudentail Norms (Reserve Bank) Directions, 2007. Your company is catagorised as an Non deposit taking Non Banking Financial Company. The Company has not accepted any deposits during the year from the public within the meaning of Section 73 of The Companies Act, 2013.

Share Capital:

During the year, the Company has increased its Authorised Share Capital from Rs.15.50 Crores to "21.50 Crores to ebable itself for issuing Bonus Shares, for which Company has taken the approval of its members at its general meeting held on 2nd April, 2014.

Bonus Shares:

During the year under review your Company with an intention to rewards its member has allotted Bonus shares to its members as on October 27, 2014 (Record Date) in the ratio of 3:2 aggregating to 12,26,55,000 equity shares of Rs.1/- each for which members of the company had accorded their consent at previous Annual General Meeting of the Company held on 30th September, 2014. Accordingly, the Paid-up Capital of the Company as on 31.03.2015 stands increased from Rs.8.17 Crores to Rs.20.44 Crores and accordingly the reserves appropriated.

Shifting of Registered Office of the Company:

During the year under consideration, the Companys registered office had been shifted twice within the local limit of same city with the view to avail better infrastructure and good ambiance. Previously the registered office had been shifted from 3-A, Akash CHS, Talawad Nagar, Ashok Nagar, Kandivali (East), Mumbai - 400101 to Unit No.802, Ghanshyam Enclave, New Link Road, Near Lalajipada Police Station, Kandivali (West), Mumbai -400067 w.e.f December 12, 2014 and from Unit No.802, Ghanshyam Enclave, New Link Road, Near Lalajipada Police Station, Kandivali (West), Mumbai - 400067 to B/411, Crystal Plaza, New Link Road,Opp. Infinity Mall, Andheri (West), Mumbai - 400053 w.e.f July 21, 2015.

Directorss. Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors. Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

2. That they have, in the selection of the accounting policies, consulted the statutory auditors 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 at the end of financial year and of the profit of the Company for that period.

3. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31 st March, 2015 on a going concern basis.

Declaration of Independence by Directors:

The Independent Non-executive Directors of the Company, viz. Mr. Avadhesh Pal, Mr. Sachin Talgaonkar and Ms. Deepti Lalwani have affirmed that they continue to meet all the requirements stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement in respect of their position as an "Independent Director" of Esaar (India) Limited.

Policies on Directors. Appointment and Remuneration:

The policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure I.

Evaluation of Board Of Directors:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

Statutory Auditors:

M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Pravin Chandak & Associates, that their appointment, if made, would be in conformity with the limits specified in the said Section.

Auditors Report:

Observations made in the Auditors. Report are self-explanatory and therefore do not call for any further comments under Section S34(1) of the Companies Act, 2013.

Details Explanation on remarks/observation/qualification made by Statutory Auditors:

M/s. Pravin Chandak and Associates, Practicing Chartered Accountant, in his Independent Auditor Report for financial year 2014-15 have drawn the attention of the management on some Prudential Norms of NBFC, which have been marked as qualification in his report. In connection with the same management here with give the explanation for the same as follows:

Your Company is Small NBFC, as compared to other giants in the market. Company had not accepted any deposits from public. The Company is doing business out of its own fund. The Company operates its business with at most care and diligence. As far as making of Loan and Advances are concerned, management grants demand loan only either to the parties known to the Company or by reference which are governed by the Board policies. Considering the close monitoring of Board no appraisal, renewal, Policies and Procedure, therefore in some cases loan agreements or some KYC were not maintained. However your Directors are of a view that the Company has maintained all basic and necessary documents, but according to the auditor the documents are not appropriate/ enough. The Company is under process to make KYC documents in line with auditors directions, for all future loan agreement and contracts to be entered.

The Loans and Advances granted by the Company is considered as good and recoverable and do not required any provisions and same has been closely supervised and monitered on regular basis and proper internal control is on place.

The management of the Company is quite confident that there is/was no NPA. The Company grants unsecured loan either to the parties to whom Company knows personally or to the parties, whose reference has been received from, some parties with whom Company has already done the business. Though the repayment of the loan and interest there on might have been delayed some time by the parties, but Company do receive the payment on later date.

Secretarial Audit:

M/s. P.D. Pandya & Associates, Company Secretary in Practice has been appointed, pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report as received from M/s. P.D. Pandya & Associates is appended to this Report as Annexure II.

Details Explanation on remarks/observation/qualification made by Secretarial Auditors:

M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2014-15 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

As pointed out by the Secretarial Auditor, the company has created charge in the year 1996 and the company has paid the dues to The Fedreal Bank Limited but due to slip of mind failed to file the forms related to satisfaction of charge. The Management of the company ensures to file the respective forms required to satisfy the charge.

As far as the appointment of Internal Auditor and Internal Control is concerned, The Management of the Company is of a view that the Companys size is very small as compared to its peer group companies, the Company has already in place Risk Management Policy to cope up with unforeseeable threats, risks and frauds. The management thinks that Company has adequate Internal Control System commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters. However the Management also ensures to strengthen the Internal Control System of the Company. However to make good of said default Company has appointed M/s. A M Gohel & Co., as Internal Auditor of the Company in current financial year for conducting periodic internal audit in compliance of Section 138 of Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III.

Extract of Annual Return:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure IV.

Particulars of Employees and Related Information:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure V.

Reports on Corporate Governance and Management Discussion & Analysis:

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report, have been appended to this Report as Annexure VI.

Corporate Governance Compliance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance Report" is attached to this Annual report. We have obtained a certificate from a Chartered Accountant on our compliances with clause 49 of the listing agreement with Stock Exchange.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

Risk Management and Internal Controls:

The Company has the Risk Management and Internal Control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis Report that forms part of the Annual Report as Annexure VII.

Foreign Exchange:

The Company does not have any Foreign exchange earnings / expenses during the year under review and therefore the information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not provided.

Listing of Shares:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2015-2016.

Subsidiary, Joint Venture or Associate Companies:

During the year, no company has become or ceased to be a subsidiary, joint venture or associate of the Company.

Conservation of Energy and Technology Absorption:

The Company is not required to give information relating to conservation of energy and technology absorption as the Company is not engaged in any activities referred to in Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Particulars of Loans, Guarantees or Investments:

Details of investments covered under section 186 of the Companies Act, 2013 ("the Act") will be produced for verification to the members at the Registered Office of the company on their request.

Related Party Transactions:

All related party transactions that were entered into during the financial year were on armRs.s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Vigil Mechanism/Whistle Blower Policy:

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the 'Whistle Blower Policy' for its Directors and employees, to report instances of unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct.

The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, 'Whistle Blower Policy'. has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

Policy for Prevention of Insider Trading & Redressal of Sexual Harassment of Women at Workplace:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the company.

Green Initiative in Corporate Governance:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken Rs.Green initiative in corporate Governance'. and allowed companies to share documents with its shareholders through an electronic mode.Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with RTA of Company.

Acknowledgement:

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Corporate Affairs, Registrar of Companies,National Securities Depository Limited, Central Depository Services (India) Limited, other government and regulatory authorities, lenders, financial institutions and the bankers of Esaar (India) Limited for their ongoing support.

The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries/associates across all levels, resulting in satisfactory performance during the year.

FOR & ON BEHALF OF THE BOARD

Sd/-Dheeraj Shah (Managing Director)

Sd/-Avadhesh Pal (Director)

Place: Mumbai

Date: 12/08/2015