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Secrets of Simplicity

CHD DEVELOPERS LIMITED l ANNUAL REPORT 2011-12

DISCLAIMERIn this annual report, we have disclosed forward-looking information to enable investors to comprehend our prospectsand take informed investment decisions. This report and other statements – both written and oral – that we periodicallymake contain forward-looking statements that set out anticipated results based on the management’s plans andassumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’,‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with anydiscussion of future performance.

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudentin our assumptions. The achievements of results are subject to risks, uncertainties and even inaccurate assumptions.Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actualresults could vary materially from those anticipated, estimated or projected. We undertake no obligation to publiclyupdate any forward-looking statements, whether as a result of new information, future events or otherwise.

02 CORPORATE IDENTITY

03 SIMPLY MEMORABLE

04 SIMPLY CREDIBLE

14 CHAIRMAN’S REVIEW

16 REVIEW WITH MANAGING DIRECTOR

18 STRENGTHS AT CHD

20 MANAGEMENT DISCUSSION AND ANALYSIS

22 BUSINESS DRIVERS

24 MANAGING RISKS AT CHD

26 ANALYSIS OF FINANCIAL STATEMENTS

28 DIRECTORS’ REPORT

31 CORPORATE GOVERNANCE REPORT

42 STANDALONE FINANCIAL STATEMENTS

65 CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

A [email protected]

Corporate information

BOARD OF DIRECTORSMr. R. K. Mittal Chairman-cum-Whole Time Director

Mr. Gaurav Mittal Managing Director

Mr. M. P. Goel Director

Mr. Manav Jain Director

Mr. Pran Nath Director

Mr. M. S. Kapur Director

CHIEF FINANCIAL OFFICER Mr. Sunil Jindal

COMPANY SECRETARY CUM COMPLIANCE OFFICERMs. Ritu Goyal

REGISTERED OFFICESF-16-17, 1st floor,

Madame Bhikaji Cama Bhawan,

Bhikaji Cama Place, New Delhi -110066

Ph: No: 011-40100100

Fax: 011-40100190

Web: www.chddevelopers.com

Email: [email protected]

AUDITORSM/s Mohan & Mohan

Chartered Accountants,

18A, IInd Floor, North Avenue Road,

Punjabi Bagh (west), New Delhi-110026

SUBSIDIARIESDivine Townships Private Limited

Golden Infracon Private Limited

Horizon Realtech Private Limited

CHD Facility Management Private Limited

CHD Retirement Townships Private Limited

CHD Armaan Realtech Private Limited

CHD Energy Private Limited

CHD Hospitality Private Limited*

Empire Realtech Private Limited *

SUBSIDIARY OF CHD ARMAAN REALTECH PRIVATE LIMITED CHD Blueberry Realtech Private Limited

CHD Elite Realtech Private Limited

* Became a subsidiary after March 31,2012

PRINCIPAL BANKERS/FINANCIAL INSTITUTIONSAxis Bank Limited

Bank of Baroda

Kotak Mahindra Bank Ltd.

HUDCO

REGISTRAR & SHARE TRANSFER AGENTSSkyline Financial Services Pvt. Ltd.

D-153A, 1st Floor, Okhla Industrial Area,

Phase-I, New Delhi-110 020, Ph: 011-30857575

Rising debt. Increased inventory. Input inflation. Slower offtake.

A multitude of reasons caused the balance sheets of most real estatedevelopers to weaken in 2011-12.

Strengthening revenues.Stabilising debt levels.Liquidating inventory.Reporting propertyappreciation. Delighting customers.

CHD Developers reported better numbers despite this challengingenvironment.

CHD countered this complex industry reality in a simple manner.

Secrets of Simplicity.

2 CHD DEVELOPERS LIMITED

Projects delivered

14Across the last 20 years

Property coverage

15.27Lacs square feet till

31 March, 2012

Team size

161As on 31 March, 2012 Market capitalisation

5,713.69As on 31 March, 2012

CHD DEVELOPERS LIMITED IS AN ATTRACTIVE INSTANCE OF HOW A COMPANY CAN SUCCEED IN A CHALLENGINGBUSINESS ENVIRONMENT.

Of how a real estate development company can grow and yet be significantly de-risked.

Of how a business can be solid and yet remain largely liquid.

Of how a complex business can be sustainably successful when run with simple clarity.

Vision To become the fastest growing profitable real-estate company

while maintaining the highest standards of ethics

Legacy The Company was founded by Mr. R. K Mittal in 1990 to

create landmark standalone properties and townships in

Northern India.

CertificationThe Company is certified for ISO 9001:2008.

PortfolioThe Company’s portfolio comprises residential, commercial,

recreational, educational and retail properties. During

2011-12, the Company derived 100 % of its revenues in

existence from residential projects.

PresenceThe Company is headquartered in New Delhi with four site

offices.

ANNUAL REPORT 2011-12 3

1990Ventured into a largely

untapped real estatedomain. A DDA auction

helped kick-start plotpurchases that we

developed and marketedas commercial

complexes.

1995Listed on the BombayStock Exchange. With

greater power camegreater responsibility.

1998Forayed into the residential sector. The

Rs. 25-crore Gayatrilok Project(Haridwar) comprising 412 apartmentsacross 1,78,000 sq. ft was a concept,

almost unheard of at that point.

2000Launched Capital Chambers in

Dwarka, soon to emerge as acommercial hub, taking advantage

of the MNC and BPO sector boom.

2004Embarked on the Rs. 45-crore Sri Krishnalok Project(Vrindavan) comprising 216 apartments across3,20,000 sq. ft and a commercial area of 1,00,000 sq.ft firmly introducing the group housing concept in aTier-III city. Established CHD Developers Ltd as arenowned real estate developer in North India.

2006Diversified from standalone realtyprojects to a 250-acre integratedtownship project in Karnal, the firstproject of its kind in Haryana(including Chandigarh and Gurgaon).

2010Completed 20 years inexistence and celebrated theoccasion by launching amulti-storeyed residentialproject named Avenue 71 inGurgaon. This projectredefined premium grouphousing in NCR.

2011Handed over villas at CHDcity well before scheduledtime

Simply memorable


Simply credible

REVENUE(Rs. in lacs)

2009

-10

4132

.78

13,7

61.3

7

15,6

63.2

3

2010

-11

2011

-12

EBIDTA(Rs. in lacs)

2009

-10

599.

92

1,48

0.12

1,20

1.50

2010

-11

2011

-12

PROFITAFTER TAX

(Rs. in lacs)

2009

-10

91.9

0

621.

57

489.

68

2010

-11

2011

-12

CASHPROFIT(Rs. in lacs)

2009

-10

169.

75

672.

55

561.

91

2010

-11

2011

-12

EBIDTAMARGIN

(%)

2009

-10

14.5

220

10-1

1

2011

-12

10.7

6

7.67


PROFITAFTER TAX

MARGIN(%)

2009

-10

2.22

4.52

3.13

2010

-11

2011

-12

CASHPROFITMARGIN

(%)

2009

-10

4.10

4.89

3.59

2010

-11

2011

-12

EARNINGPER SHARE

(Rs.)

2009

-10

0.08

0.55

0.43

2010

-11

2011

-12

BOOKVALUE

(Rs.)

2009

-10

6.45

6.88

7.17

2010

-11

2011

-12

DIVIDENDPER SHARE

(Rs.)

2009

-10

0.00

0.10 0.10

2010

-11

2011

-12


A bird in hand is better than two in the bush.


IN THE REAL ESTATE DEVELOPMENT BUSINESS, ONEHAS TO DECIDE WHETHER ONE IS A BANKER OR ACONVERTOR.

Early in our existence, we developed a simple clarity on thissubject. If we strengthened our project managementcapability and completed projects with speed, more peoplewould be willing to buy from us, helping us liquidateapartment inventory faster than the industry average andenabling us to stay liquid across market cycles.

At CHD Developers, we took this simply clarity ahead in thelast few years: we continued to invest in acceleratingconstruction as opposed to investing aggressively in freshland bank investments. This made it possible for us tocatalyse revenue inflow through periodic installments andmake fresh sales as the project kept getting progressivelycompleted. This approach helped us conserve financialresources that would otherwise have been invested in landbanks for liquidation into the long term.

This is what we have to show for our simple approach:

We increased the structural work completion in our

showpiece Avenue 71 residential apartment project in

Gurgaon from no towers at the start of 2011-12 to five

(out of 18) towers by the close of the financial year; project

construction progressed from 4 % to 57 % during the course

of the year

We accelerated the development of our CHD City, Karnal

project from 123 acres at the start of 2011-12 to 147 acres

(out of 250 available acres) by the end of the financial year;

project progress accelerated from 20 % to 25 % during the

course of the year

The Millennium School was functional in CHD City, Karnal

from April 2011

Majority of the outstanding work has been done at the

200-bed CHD City, Karnal hospital to make it functional by

end of 2012

Construction of a food court – CHD ‘Dana Paani’ at the

CHD City, Karnal will commence from August 2012 so that it

is commissioned from April 2013

This timely phased construction increased our total collectionfrom Rs. 132 crore in 2010-11 to Rs. 151 crore in 2011-12despite a challenging business environment.

92The percentage of ourAvenue 71 stock thatwas successfullymarketed in just fourmonths of 2011-12under the subventionscheme in associationwith HDFC Bank with arevenue generation ofaround Rs. 100 crore.


Don’t count every hour in the day;make every hour in the day count.

cutting-edge equipment

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IN THE REAL ESTATE DEVELOPMENT BUSINESS,WE CONSCIOUSLY RESOLVED TO INVEST INFASTER PROJECT COMPLETION OVER INVESTMENTIN A LAND BANK.

At CHD Developers, we invested in the following areasto make this a reality:

Intensive procedure related to the selection of

dependable contractors with a credible track record of

timely completion arising from proactive investment in

people, processes, training and cutting-edge equipment

Comprehensive pre-project planning comprising

workflow, milestones, ‘micro-stones’ and stage-wise

deadlines; ordering long-deliverer schedule items well in

advance for timely delivery

Deployment of a dedicated on-site planning engineer;

investment in closed circuit cameras to facilitate ongoing

supervision by the senior management; weekly on-site

review of work-in-progress

Timely payments to contractors, strengthening their

business, efficiency and morale

The result: On an average, construction of a propertywith 18 towers and 900 flats takes five years. At Avenue71, we are ready for delivery in just three years.

35The number of daysproject Avenue 71 isslated to be completedbefore its projectedcompletion date of 21stSeptember 2013.


Price is what you pay. Value is what you get.


IN THE BUSINESS OF REAL ESTATE DEVELOPMENT,WHERE PEOPLE INVEST THEIR HARD-EARNEDSAVINGS, WHAT THEY REALLY LOOK FORWARD TO ISTHE PROSPECT OF THAT PROPERTY COUNTERING THEIMPACT OF INFLATION AND FETCHING A HIGHERVALUE OVER TIME.

At CHD Developers, we have a fair record to show in thisregard:

Our Avenue 71 residential property realisation

strengthened by 40 % in 2011-12 even while the property

was under construction, compared with 25 % appreciation

for similar properties in Gurgaon

Our CHD City, Karnal’s residential property price

strengthened by 80 % compared with 40 % appreciation for

similar properties in the region

This appreciation, higher than the prevailing industryaverage, was achieved for the following reasons:

We completed entire independent floors in the apartmentsection of our CHD City, Karnal and handed over the secondphase of plot development; we provided incentives tocustomers to move into CHD City, Karnal and we are goingto lease space for a convenience store in CHD City, Karnal toprovide lifestyle support.

8,000Rs/sq. yard appreciationin our CHD City, Karnalproperty.

2,100Rs/sq ft appreciation inour Avenue 71 property.


Honest hearts produce honest actions.

Blue Print


YEARS AGO, THE REAL ESTATE DEVELOPMENTSECTOR WAS SYNONYMOUS WITH OPERATIONALOPACITY, ARBITRARY DECISION MAKING ANDFINE-PRINT COMMUNICATION AT THE EXPENSEOF CUSTOMERS.

At CHD, we invested in our intent with the same passion

as we did in our business with the objective to enhance

the customer’s peace of mind through the following

initiatives:

We built our properties on tracts with clean titles,

resulting in undisputed ownership for all our customers

We began to market our properties only after all our

major clearances had been received

We institutionalised the creation of a ‘Blue book’ that

contained all relevant project information (title deeds,

clearances and much more) for the customer to inspect

before investing in the property

We delivered projects on schedule to prevent the

customer from being burdened by rent on existing

properties and EMI on the new one.

We drafted property agreements in a fair and

transparent manner with a customer compensation

clause in the event of delayed delivery across 100% of

our projects

The Company is headed by a six-member Board, who

bring valuable real estate experience and insight; the

Board also ensures stringent adherence to corporate

governance practices and transparent reporting of all

key material developments within the enterprise

98The percentage of

customer receivables

that were received on

schedule, showcasing

their trust in our timely

completion capability.


Chairman’s review

dear friends,

GROWTH STRATEGIES

At CHD Developers, our business model is driven by the

element of sustainability.

This sustainability focus translated into the following priorities:

* The Company will grow its business only to the extent of

what its balance sheet will be able to support

* The Company will stay relatively under-leveraged

* The Company will stay asset-light without a predominant

land bank investment and focus on joint project development

with land owners instead

* The Company will focus on timely project execution

* The Company will focus on middle and upper middle-class

customers

VALUES AND VALUE

At CHD Developers, we recognise that we will be able to

enhance value if we continue to focus on the right values that

drive our business. Some of these intangibles comprise the

following:

Brand: In a business where the end product is usually

marketed at a high cost, success is derived from the

perception that the customer is getting more value than what

has been paid for the property.

Transparency: In a business where customers pay for a

product even before they have seen it and months before they

get delivery, the operative word that drives all offtake is

transparency. Customers need to be provided all relevant

information and the assurance that there are no hidden costs.

Timeliness: In a business where the actual delivery takes

place after a number of months of project launch and where

construction is affected by diverse variables, success is derived

from timely project completion.

Team: In a business marked by the need for various

competencies, success is derived from the ability to aggregate

diverse professional competencies.

In the real estate development business, quarter on quarter

numbers and often annual numbers can prove to be illusory.

The performance of one year could be skewed when

compared with the previous year especially if no project

launches had taken place two-three years ago as a result of

which no project handover would have transpired during the

year under review. Besides, a company could well have

focused the complete year on project completion and just got

to the point of completion as a result of which the

performance would perhaps have not reflected in the

financials during the financial year in question.

This is precisely the case with CHD Developers. The Company

strengthened its working during the year under review: total

collection increased from Rs. 132 crore in 2010-11 to Rs. 151

crore in 2011-12 and project completion progressed

attractively but the full impact of these realities were not quite

reflected in our financials. The Company reported a 13.82 %

increase in revenues to Rs. 156.63 crore in 2011-12, however,

these numbers hardly do justice to the extent of business

strengthening that transpired.


R K M ittal

GURGAON PRESENCEAt CHD, we selected to grow our presence in one of the fastest-

growing urban pockets in India. New Delhi’s population is expected

to reach to about 199 lacs in 2016 and about 230 lacs in 2021. This

means that the next stop is Gurgaon, adjacent to New Delhi. This

location is recognised for attracting multinational corporations and

sunrise industry talent, leading to rising demand for quality homes.

KEY DRIVER – IT INDUSTRY

Gurgaon is India’s third-largest software hub after Bangalore and

Chennai

The industry alone employs round 7.3 lacs people and contributes

close to 7 % to Haryana’s GDP

Its major advantage being its proximaty to Delhi and attracting

knowledge pool from all neighbouring states

REAL ESTATE STATISTICS

Out of the total value of property transferred worth Rs. 32,000

crore in Haryana, Gurgaon accounted for about Rs. 4,200 crore

Out of total 5.4 lacs registered properties, Gurgaon accounted for

47,200 registered properties

Haryana attracted 73 Foreign Direct Investment (FDI) projects

worth about Rs. 9,500 crore between April 2005 and December

2010, where Gurgaon accounted for about 80 % of this FDI

investment

MESSAGE TO SHAREHOLDERS

As I look ahead, I am optimistic

about our grounding and

direction, which will translate

into enhanced value for our

shareholders.

Sincerely,

R. K. Mittal

REAL ESTATE INDUSTRY DRIVERS

India is expected to be home to a skilled

workforce of 500 million by 2022. About 12

million people are expected to join the workforce

annually (Source: FICCI)

Mortgage-to-GDP ratio in India is a low 10%

compared with China (20%), Singapore (32%),

the US (81%) and the UK (88%)

India’s mortgage industry is expected to

report a steady 15% CAGR over FY11-15E; the

ratio of mortgage-to-GDP is expected to rise

from 10% to 13% by the end of FY15

A technical group constituted by ministry of

housing and urban poverty alleviation (HUPA)

estimated India’s urban housing shortage at the

beginning of the Eleventh Plan (2007-08) at

247.1 lacs dwelling houses, which is projected to

increase to 265.3 lacs by the end of the Eleventh

Plan (2011-12)

India is the second-largest country and has

the youngest population in the world. With

more than 50% of India’s current population

below the age of 25 and over 65% below the

age of 35, the average age of an Indian after 10

years is likely to be 29 years, whereas the average

age of a Chinese and Japanese, will be 37 and

48 respectively.

India’s middle-class population will touch

267 million in five years. Further, by 2025-26,

the number of middle-class households in India

is likely to more than double from the 2015-16

levels to 113.8 million households or 547 million

individuals (Source: NCAER)


Fifteen minutes with Mr. Gaurav Mittal, Managing Director

Q Were you happy with the Company’s performance in

2011-12?

A Considering the slowdown in the Indian and global

economy marked by a distinctive hesitation among

customers to buy more apartments, decline in apartment

realisations and higher debt on the books of real estate

development companies, CHD Developers did fairly well.

The Company liquidated a majority of its apartment

inventory, generated increased per square foot realisations

and ended the year without affecting its gearing or its

ability to service the debt on its books. As a result, we

protected our business model during this challenging year

under review and this must be considered the Company’s

single biggest achievement.

Q What reasons would the Company ascribe to this?

A The Company survived the brunt of the slowdown for

some good reasons: the Company continued to focus on

the growth coming out of the National Capital Region with

a continued focus on apartment sale for upper-middle and

middle-class customer segments. This simple approach

translated into attractive numbers: our revenues grew

around 13.82 % strengthened in 2011-12 over the

previous year.

Q What were the Company’s big achievements that

enabled this to happen?

A Here too I must explain the Company’s performance

with reference to the prevailing industry environment.

There was a slowdown in project implementation across

most real estate companies in the country: as customers

slowed their installment payments, companies had less

cash to work with, in turn they paid slower to their

contractors and project implementation was

correspondingly staggered.

CHD strengthened its business even as the prevailing

environment proved challenging: the construction of

projects Avenue 71 and CHD City, Karnal progressed

without a hitch. In Avenue 71, 57 % of the project was

completed during the year under review, compared with

four per cent as on March 2011 and now structural work

of five towers of Avenue 71 are complete. In CHD City,


safety-first approach resulted in a cash flow of Rs. 151 crore

during the 2011-12.

Q Shareholders are concerned about the Company’s

ability to manage rising interest rates.

A Our performance was largely unaffected by rising interest

rates for some good reasons. Our cash and receivables

management continued to be robust, resulting in minimal

borrowing. Our average outstanding receivables was only

2 %, helping projects stay on schedule. Besides, our target

consumers were first-time buyers in the upper-middle and

middle-class segments, a large unspeculative segment, where

their purchases were intended for actual use. Since we did

not price our properties high, a rise in interest rates did not

affect the installments significantly, hardly affecting buying

sentiment.

Q How did the Company keep projects on schedule?

A We focused on key areas: we paid contractors 75 % of

the contract value on signing followed by periodic payments

on the actual date. This resulted in getting project segments

completed on time, increasing their motivation and keeping

our projects moving to their targeted conclusion. We also

undertook CSR initiatives for on-site labourers, which

catalysed project progress. The result is that where other

companies would have taken a minimum five years to

construct 18 towers comprising 900 apartments, we are

doing the same in just 36 months. We will complete Avenue

71 as promised on 21st September 2013. We are in fact

ahead of our project schedule by a month!

Q What is the outlook for 2012-13?

A Despite a slow business environment, when most

promoters are deferring projects, we expect to launch three

new projects. Of the three, two land parcels have already

been brought, while the third project represents a joint

venture. We received licenses to develop an additional

contiguous 18 acres in CHD City, Karnal and expect the same

to be sold by 2013. In view of these realities, we expect the

Company to grow attractively in 2012-13 which will enhance

value for shareholders.

Karnal we handed our possession of most of the promised

properties and residents began to move in.

Q What is the Company’s perspective related to the CHD

City, Karnal project?

A We embarked on creating CHD City, an integrated

township because we felt that this is what CHD City needed

– a Tier-III Indian town that was on the cusp of upgradation

following an increase in incomes and aspirations. In this

township project, we have 200 acres and the same can be

extended to 300 acres. We are in the process of converting

the land owned by us for progressive residential

development. For the 170 acres that we were working on,

150 acres (around) were delivered and handed over to

customers. Further, in CHD City, Karnal, the Millennium

School is functional, Haldiram’s will be operational

from April, 2013 and other facilities have been

commissioned. Following this, we are optimistic that footfalls

will increase, the location will become increasingly popular,

more people will move in and this will catalyse additional

offtake.

What I would like to impress upon people is that a good

index of our ability to work with scale, across market cycles,

across diverse formats and eventually enhance the property’s

brand: we launched the project in 2011-12 at around Rs.

9,500 a yard, which increased to Rs. 17,100 a yard during

the year under review. When the project is complete by

2014, it will yield Rs. 300 crore in revenues at attractive

margins and provide us with a surplus – one-time and

annually – to be able to drive our growth sustainably across

the foreseeable future.

Q Shareholders are concerned that the Company might

be saddled with a large unsold inventory.

A At CHD, our approach is simple: we buy, build and sell.

We do not trade or speculate. Therefore, our efficiency is

measured in project conversion from ground breaking till

final delivery. In turn, this is reflected in our minimal

inventory. During 2011-12, we sold 81 apartments in

Avenue 71, 105 plots at CHD City Karnal. The result is that

we had a low unsold inventory of Avenue 71 apartments,

which we expect to market after project completion. This

Strengths at CHD

KNOWLEDGEThe Company has more than two

decades of experience in real

estate development. Its wide

portfolio comprises residential

and commercial complexes and

townships, making it a holistic

player, serving a broad spectrum

of clients.

TRUSTCHD’s track record has earned

the trust of customers. The

Company’s brand stands for

timely delivery of affordable

properties just as they were

promised at the time of sale.

DIFFERENTIATIONCHD’s non-land bank-driven

business model and focus on

project execution resulted in its

properties being covered under

highly-rated subvention schemes

by banks.

TRANSPARENCYCHD is respected for its

transparency – from acquiring

land to building projects to

marketing. The result has been

the ability to market a large

portion of projects in the shortest

possible time since launch.


LIQUIDITYCHD’s strong receivables

management ensured that

installments are collected from

customers on time. This

competence was reflected in the

Company’s cash profit of

Rs. 561.94 lacs as on March 31,

2012.

LOCATIONDelhi-NCR ranks second in the list

of ten most attractive property

destinations in India. This makes

it possible for the Company to

capitalise on growth.

CLIENT BASEThe Company targeted the

increasing needs of upper-middle

and middle income groups. The

result: 100 % of its inventory

level is sold of its completed

projects till date.

VALUE-ADDITIONCHD properties comprise an

aesthetic elevation, adequate

open area and modern

amenities, translating into

significant appreciation.



Management discussion and analysis

ECONOMIC REVIEWThe global economy contracted in 2009 and recovered in

2010 despite financial uncertainty in the euro zone, slower

recovery in advanced economies, high unemployment,

tightening credit and rising risk premiums.

The Indian economy grew 6.5% in 2011-12 following 8.6%

GDP growth in 2010-11. The IIP growth of 8.1% in January

2011 declined to 1.8% in December 2011. The services sector

increased its GDP share from 58% in 2010-11 to 59% in

2011-12. The agricultural and allied sectors are projected to

achieve 2.5% growth in 2011-12.

Inflation compelled the RBI to tighten credit flow and raise

interest rates. Interest rates hardened on 11 occasions since

July 2010, causing national investment to shrink by Rs. 621

billion during the period. There was a decline in inflation

towards the close of 2011-12. Meanwhile, the Indian rupee

remained under stress as net inflows declined from around

US$ 29 billion in 2010 to under US$ 300 million in 2011.

REAL ESTATE INDUSTRYThe real estate sector witnessed significant growth over the

last 10-15 years. The increased business and consequent

employment opportunities led to heavy migration to metros

and Tier-I cities, which in turn increased the demand for all

real estate segments. Further, the emergence of the services

sector, especially IT/ITES, reduced the real estate sector’s

reliance on the manufacturing segment.

Opportunities in the real estate industry

There is a shortage of 12 million housing units in urban

areas

There is scope for 400 township projects over the next five

years spread across 30-35 cities, with a population of 0.5

million

Total project value dedicated to low and middle-income

housing in the next seven years is estimated at US$ 40 billion.

Delhi-NCR real estate: Delhi’s population of 1.68 crore (2011)

is expected to increase by 40% by 2020, helping grow its real

estate sector. The National Capital Region faced sluggish

growth during the year under review, resulting in unsold

inventory. The same was on account of a combination of

factors like slowing demand, a rise in interest rates and

developers maintaining price levels. But the Delhi-NCR sector

had stable inventory levels compared with the rest of India as

exhibited in the graphs below. Gurgaon and Noida now show

a marked preference over other commercial and residential

locations within NCR (Source: Reuters)

In the last few years, Gurgaon witnessed tremendous growth

in terms of appreciating real estate value due to the NH8

expressway, recent metro rail link and the upcoming Dwarka

expressway or Northern Periphery Road (NPR). Also, the

growth of commercial sectors near Gurgaon strengthened real

estate development.

GROWTH FACTORSRegulatory norms: The global scenario plays a critical role

in influencing the RBI’s monetary policy, thereby affecting

corporate earnings. With the global crisis in the first half of

2011-12, the country was gripped with high inflation and

increasing interest rates. However, with CRR cuts in April

2012, interest rates fell, coupled with inflation being in single

digits. The same will result in reviving the real estate sector

and contribute to its growth.

Middle-class segment: Affordable and premium housing

demands are increasing constantly since the past few years.

As per McKinsey Global Institute estimates, the number of

households demanded by the mid-income group segment is

expected to grow by 12% annually during 2005-2025.

Of the total residential demand, the affordable segment is

expected to contribute 70%, according to Cushman &

Wakefield.

Growing economy: Despite global uncertainty, two

economies, India and China, will continue to grow at an


annual rate of 8-10%. In fact, by 2020, India is expected to

become the world’s third-largest economy, after China and

the US. It is anticipated that India will add another 215 million

people to its cities by 2025. This implies a huge potential for

increased demand for residential real estate in India

(Source: Jaypee Research)

Rising population: India’s population was measured at

1.21 billion compared with China’s 1.34 billion. It has grown

from 1.02 billion in 2001, an increase of 17.64% or more than

181 million people. In effect, India’s additional population in

ten years almost equals the total population of Brazil, the

world’s fifth-most populous country. In India, economic

growth is currently focused on the eight metro cities namely

Delhi, Mumbai, Chennai, Kolkata, Bengaluru, Hyderabad,

Ahmedabad, and Pune. According to estimates, the

nationwide housing shortfall is estimated to be around 27

million sq. ft, driving real estate growth.

Growing home loans: Despite rising interest rates

increasing inflation, the real estate sector witnessed growth.

The housing loans increased by 12.1 % in fiscal 2011-12 from

the previous year. According to the RBI, total outstanding

home loans amounted to Rs. 3,88,020 crore in 2011-12 as

against Rs. 346,110 crore in 2010-11 and

Rs. 3,00,930 crore in 2009-10 (Source: Indian Express, 2012).

FDI in real estate: FDI during the first seven months of

CY11 increased 30% to Rs. 60 billion as against the same

period last year. In CY10, the total FDI was Rs. 68 billion. Also,

PE investment in H1CY11 (January-June) in real estate touched

US$ 444.8 million, 47% higher compared with US$ 303

million in the corresponding period of the previous year.

ROAD AHEADReal estate plays an important role in the Indian economy. This

sector is the second-largest employer after agriculture and is

expected to grow at 30 % over the decade. The size of the

Indian real estate market is expected to touch US$ 180 billion

by 2020. According to a study by ICRA, the construction

industry in India ranks third among the 14 major sectors in

terms of direct, indirect and induced effects in all sectors of

the economy. A unit rise in construction spending generates

five times the income, having a multiplier effect across the

board (Source: Ibef.org)

Source: PropEquity, Goldman Sachs Research.

Aggregate inventory has increasedInventory months (Overall)

Source: PropEquity, Goldman Sachs Research.

Steady inventory in GurgaonInventory months (Gurgaon)

THE IT BOOM

Commercial real estate in India is growing on account

of demand from the IT/ITES sector. The IT sector has

been a major driver of the country’s economic growth.

The size of the IT/ITES market in India is expected to

grow from US$ 67 billion to US$ 225 billion by 2020.

This trend will fuel the growth of the Indian commercial

real estate market, which already doubled from 22.8

msf in 2005 to 40 msf in 2011 and is expected to

increase to 43.5 msf by 2012.


Business drivers

1Snapshot

Intellectual capital

Team size Average age of

the organisation

161 35 years

As on 31 March, 2012 As on 31 March , 2012

Employee qualificationsBachelor’s degree Engineers Chartered

(B. Com / B.A. / B.Sc / M.A. / M. Com / M.Sc) M Tech/B Tech/BE Accountants / MBA / Others

/Diploma CS / ICWA / LLB /

PGDBA / PGDBM /

PG Diploma

25.47% 24.84 % 31.68 % 18.01%

OVERVIEWThe core strength of CHD has been its employees comprising

engineers, supervisors, sales professionals and administrative

support executives. The Company enjoyed an employee base

of 161 at the close of 2011-12; 88 % comprised professionals

and employees with technical competence.

KEY INITIATIVESAt CHD, we fostered a sense of belonging among our

employees through various initiatives:

Employee engagement: The Company organised events

(birthdays, festivals and parties) to facilitate employee

engagement.

Recruitment: The Company strengthened its core team

(finance, project and planning department) and hired new

personnel to achieve targets. It added personnel in project

teams to supervise on-going and future projects.

Performance appraisal: The Company introduced a

performance bonus scheme among employees involved in

projects across departments, to meet deadlines.


2Snapshot

Information technology

Departments integrated Team Investment

Seven Three members Rs. 1.1 crore

As on March 31, 2012 As on March 31, 2012 3 years upto March 31, 2012

OVERVIEWIn a business where success is derived from informed decision

making, the strength of a company lies in its ability to draw

information from various ends and provide it for onward

planning, reconciliation, visibility and strategic accuracy.

KEY INITIATIVESIn 2011-12, the Company integrated its information system

with Standard Operating Procedures (SOP). This streamlined

information flow and strengthened control. The online system

provided information on tap, ensured inter-divisional

integration, forecasting, informed decision-making and a

collective information pool on a single platform.

ROAD AHEADThe integrated information module ensures timely realisation

of receivables, transparency with clients, tracking labour

shortage, material procurement and smoother marketing. All

the factors actively contributed to timely project completion.

3Snapshot

Project management

Team size Total cost saving

58 3%

As on March 31, 2012 During 2011-12

OVERVIEWIn a business where raw materials need to be adequately

available and comprehensively enriched to build structures,

success is derived from the ability to manage this input

consistently to achieve results.

At CHD, the experienced personnel ensure that adequate

quality raw materials are procured, keeping in mind the

requirements at all times.

HIGHLIGHTS, 2011-12Adopted alternate vendor sourcing of materials, resulting in

a cost saving of 5 %

Optimised the use of raw materials, reducing costs by

3 %

Introduced international paints on external walls for the first

time, protecting them from fungal/dust infection and

increasing durability

Innovated designs on road surfaces to ensure the overall

aesthetics of the property were not affected


Managing risks at CHD

RISING INTEREST RATES ANDINFLATIONARY PRESSURES COULDIMPACT BUSINESS

Mitigation: The continuous increase in

interest rates affected the overall growth of

the real estate sector during the year under

review. The Company is in a relatively better

industry position as it primarily targets

executives and the self-employed of the upper

and upper-middle class segments. The result:

The Company sold 98 % of its inventory under

the subvention scheme with HDFC Bank in just

four months during 2011-12.

ADVERSE POLICIES COULD DAMPENGROWTH

Mitigation: The Budget 2012-13 permitted

international borrowing for affordable housing

projects. The extension of interest subsidy of

1% on housing loans of up to Rs. 15 lacs for

houses valued up to Rs. 25 lacs will boost

demand for housing. The rollback of FDI policy

(where ECB doors were closed for the real

estate industry) in November 2011 will boost

fund flow and augment sectoral growth.

CONCENTRATION IN DELHI-NCR COULDSTAGGER REVENUE FLOWS.

Mitigation: The city-state is on a high

growth trajectory, with the service sector

contributing 82 % of its GDP in 2011-12. The

Gross State Domestic Product (GSDP) growth

rate of 11.3 % in 2011-12 was well above the

nation’s faltering GDP growth estimate of

6.9 %. The region’s GDP increased from

Rs. 26.45 lacs crore in 2010-11 to Rs. 31.39

lacs crore in 2011-12. The rise in per capita

income by 16.1 % – from Rs. 1.51 lacs in

2010-11 to Rs. 1.76 lacs in 2011-12 –

indicates its economic robustness. This

coupled with land availability, growing

residential demand and proximity to

commercial opportunities add to the

Company’s advantages of being present in the

region.


COMPETITORS COULD AFFECT OFFTAKE

Mitigation: Increasingly stringent new

license norms in Gurgoan represent a

protection against emerging competition.

Further, the Company’s properties are located

at attractive locations. The Company’s timely

delivery (100 % project delivered on time) has

enhanced customer trust.

PROJECT DELAYS COULD ACCUMULATEINVENTORY AND AFFECT THE BRAND

Mitigation: CHD completed 100 % of it

projects on time. It invested adequately in

project management comprising designing,

raw material usage, regulatory clearances,

resource mobilisation, marketing, cash inflows

and surplus management. The year under

review also saw the Company complete six

sub-projects in CHD City, Karnal, enhancing

the location’s attractiveness.

HIGH-COST FUNDING COULD LEAD TOPROJECT DELAYS AND IMPACTMARGINS

Mitigation: The Company enjoyed a

gearing of less than one as on 31st March

2012. Its focus on executing projects on-time

and acquiring ready-to-use plots helps it

mobilise funds at attractively low rates.

Additionally, its policy of getting clean land

titles ensures a smooth mobilisation of funds.

NON-AVAILABILITY OF LABOUR ANDDISPUTES WITH CONTRACTORSUSUALLY DELAY PROJECT EXECUTION

Mitigation: The Company has implemented

an intensive selection process while choosing

contractors. The regulated pre-qualification

process and past experience of contractors

play a significant role in their selection.

Further, the Company’s policy to make

payments to contractors well before their due

date increases the worker and vendor morale

leading to timely project execution.


Analysis of financial statements(on basis of consolidated financial statements)

The snapshot

2011-12 2010-11 Significance

Gross revenue 15,663.23 13,761.27 Ongoing projects gaining completion

EBIDTA 1201.50 1480.12 Increase in raw material cost coupled with

increase in employee service cost

PBT 745.87 945.74 Sustained profitability

PAT 489.68 621.57 Sustained growth in shareholder value

Cash profit 561.91 672.55 Ability of management to capitalise

on opportunities

Medium term growth

Growth in Growth in Growth in profit Growth in profit Growth in cash

gross revenue EBIDTA before tax after tax profit

94.68% 41.52% 125.46% 130.83% 81.94%

Three years CAGR leading Three years CAGR leading Three years CAGR leading Three years CAGR leading Three years CAGR leading

to 2011-12 to 2011-12 to 2011-12 to 2011-12 to 2011-12

BASIS OF ACCOUNTING The financial statements have been prepared under historical

cost convention and on a going concern basis. The revenue

recognition method was changed to percentage completion

method during the year under review in accordance with

Accounting Standard 7 as per Institute of Chartered

accountants of India.

REVENUEThe Company recorded a moderate increase in its revenues by

13.82% from Rs. 13,761.27 lacs in 2010-11 to Rs. 15,663.23

lacs in 2011-12 supported by regular cash inflows.

CONSTRUCTION COST

The Company’s total construction cost increased 21.92 %

from Rs. 9,822.05 lacs in 2010-11 to Rs. 11,975.93 lacs in

2011-12. This was due to speedy completion of project

Avenue 71 and completion of villas at CHD city Karnal.

Further, rise in inflation during the year augmenting increase

in raw material also led to an increase in the overall cost.

EMPLOYEE COSTEmployee cost increased 49.82 % from Rs. 589.80 lacs in

2010-11to Rs. 883.68 lacs in 2011-12. Additional

recruitments during the year led to increase in cost. The

employees’ annual increment was 28.80 % for the year

2011-12. The Company’s team size grew from 125 in

2010-11 to 161 in 2011-12

ADVERTISEMENT AND SALES PROMOTIONFocus on advertising and sales promotion expenses continued

during the year. With no new projects launched during the

year, the overall advertisements expense de-grew during the

year. Expenditure de-grew by 21% from Rs. 397.37 lacs in

2010-11 to Rs. 313.91 lacs in 2011-12.

(Rs. in lacs)


Analysis of advertisement expenditure

2007-08 2008-09 2009-10 2010-11 2011-12

34.96 306.85 121.33 397.37 313.91

MARGINSEBIDTA degrew 18.82 % from Rs. 1480.12 lacs in 2010-11 to

Rs. 1201.51 lacs in 2011-12. During the year under review,

net margin decreased from 4.52 % in 2010-11 to 3.13 % in

2011-12. Profit before tax stood at Rs. 745 lacs in 2011-12.

CAPITAL EMPLOYEDThe Company’s capital employed grew 0.46% from

Rs. 10928.72 lacs as on 31 March, 2011 to Rs. 11086.96 lacs

as on 31 March, 2012. This increase was supported by an

increase in reserves and surplus and a partial increase in debt.

Equity: The Company’s capital comprised 11,35,92,286

equity shares with a face value of Rs. 2 each. The Company

issued 2,97,034 shares to Company employees pursuant to

the ESOP scheme 2007 at a face value of Rs. 2 each. The

Company’s promoters held 61.43% stake in the Company.

Reserves: Reserves increased 6.16% from Rs. 5532.91 lacs in

2010-11 to Rs. 5873.73 lacs in 2011-12. The increase in

reserves was on account of ploughing business surplus. Free

reserves comprised 87.24% of the Company’s total reserves.

Return on net worth (RONW) grew -1.96 bps as on

31 March, 2011 to 6.01% as on 31 March, 2012.

BORROWED FUNDSThe Company’s long term borrowing decreased 6.51% from

Rs. 3088.87 lacs as on 31 March, 2011 to Rs. 2887.73 lacs as

on 31 March, 2012. The Company’s debt-equity ratio

weakened from 0.90 in 2010-11 to 0.97 in 2011-12, due to

an increase in borrowings of Rs. 36.22 lacs of unsecured

loans.

Debt cost: Inerest outflow related to bank borrowings

declined by Rs. 100 lacs on account of faster repayment.

FIXED ASSETSGross block increased 22.99 % from Rs. 1745.09 lacs as on

31 March, 2011 to Rs. 2146.28 lacs as on 31 March, 2012,

on account of machinery and equipment purchased. The

Company provided depreciation on the straight line method

(SLM). Depreciation for the year 2011-12 was Rs. 70.92 lacs

against Rs. 49.76 lacs in 2010-11.

WORKING CAPITALThe Company’s working capital outlay increased 2.92 % from

Rs. 9332.69 lacs as on 31 March, 2011 to Rs. 9605.17 lacs as

on 31st March 2012, owing to advances and security

deposits. Working capital as a proportion of total capital

employed was 86.64 % as on 31 March, 2012 compared with

85.4 % as on 31 March, 2011.

(Rs. in lacs)


Directors report

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.

0.10/- per equity share (5%) on the paid-up equity share

capital of the Company for the financial year ended 31 March,

2012. The total payout of the proposed dividend is Rs. 113.59

lacs. A motion for the confirmation of the dividend is placed

before the shareholders at the Annual General Meeting.

3. PERFORMANCE

During the financial year 2011-12 turnover of the Company

was Rs. 7031.71 lacs and net profit (post tax) for the year

2011-12 stood at Rs. 435.96 lacs. The Earning per share (EPS)

is 0.38.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956

and Articles of Association of the Company, Mr. M. S. Kapur

Director of your Company retire by rotation at the ensuing

Annual General Meeting and being eligible, offers himself for

re-appointment, subject to the approval of shareholders of the

Company.

5. AUDITORS

M/s. Mohan & Mohan, Chartered Accountants, the Auditors

of the Company, hold office until the conclusion of the

ensuing Annual General Meeting.

The Auditors have forwarded a certificate under section

224(1B) of the Companies Act, 1956, to the effect that their

Particulars Current Year ended Previous Year Ended

31 March, 2012 31 March, 2011

Gross receipts 7031.71 8866.68

Profit before Tax, Depreciation and Interest 1031.84 1334.17

Interest 379.35 487.10

Depreciation 59.03 46.42

Profit before Tax 593.46 800.65

Profit after Tax 435.96 531.93

Your Directors are pleased to present their Twenty Second Annual Report together with the Audited Accounts and Financial

Statements for the year ended 31 March, 2012.

1. FINANCIAL RESULTS

The summarised financial results of the Company for the year ended 31 March, 2012 are as follows:

(Rs. in lacs)


reappointment, if made, would be within the limits specified

in the said section. The Directors recommend their

reappointment. The report of the Auditors is self-explanatory

and does not call for any comment.

6. CORPORATE GOVERNANCE

Corporate Governance and Management Discussion and

Analysis report are separately given.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

As required by the provisions of section 217 (2AA) of the

Companies Act, 1956, the Directors confirm that:

In the 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 were reasonable and prudent so as to give a true and fair

view of the state of affairs of the Company at the end of the

financial year and of the profit or loss of the Company for the

year under review.

The Directors have taken proper and sufficient 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.

The Directors have prepared the annual accounts on a going

concern basis.

8. SUBSIDIARIES OF THE COMPANY

As on 31 March, 2012, the Company had following

subsidiaries, all incorporated in India:

9. FIXED DEPOSITS

Fixed Deposits from the public, shareholders and employees of

the Company as on 31 March, 2012 stood at Rs. 2559.09 lacs

as against Rs. 1834.61 lacs at the close of the preceding

financial year. There were unclaimed deposits aggregating

Rs. 10,000/- pertaining to 1 depositor as on that date.

10. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL

INFORMATION

The information required under Section 217(2A) of the

Companies Act, 1956 and the rules made there under is given

in Annexure to this report and form part of this Report.

However in terms of Section 219(1) (b)(iv) of the said Act, the

Report and Accounts are being send to the shareholders

excluding the said Annexure. Any shareholder interested in

obtaining the copy of the same may write to the Company

Secretary at the Registered Office of the Company.

DIRECT SUBSIDIARIES

Sl. No. Name of the Company % Holding

1. Golden Infracon Private Limited 100

2. Horizon Realtech Private Limited 100

3. Divine Townships Private Limited 100

4. CHD Facility Management Private Limited 100

5. CHD Retirement Townships Private Limited 100

6. CHD Armaan Realtech Private Limited 100

7. CHD Energy Private Limited 100

SUBSIDIARY OF CHD ARMAAN REALTECH PRIVATE LIMITED

1. CHD Blueberry Realtech Private Limited 100

2. CHD Elite Realtech Private Limited 100


11. OTHER INFORMATION

A Statement pursuant to the provisions of Section 217(1) (e)

of the Companies Act, 1956 read together with the

Companies (Disclosure of Particulars in the Report of the Board

of Directors) Rules, 1988 is annexed hereto and forms part of

this Report in Annexure B.

12. LISTING AT STOCK EXCHANGE

The equity Shares of the Company continue to be listed on the

Bombay Stock Exchange. The annual listing fees for the

current year have been paid to the Bombay Stock Exchange.

13. EMPLOYEE STOCK OPTION PLAN-ESOP 2007

The Company has adopted an ESOP Scheme i.e. CHD ESOP

2007 scheme for benefit of permanent employees of the

Company.

The options granted under the scheme would vest over a

period of four years and the year under consideration was last

year. No employee or director of the Company has been

granted options in excess of 1% of the issued equity share

capital of the Company.

Complete details of ESOP Scheme implemented during the

year are attached to this report as Annexure ‘A-I ’

14. CHANGES IN THE PAID UP SHARE CAPITAL OF THE

COMPANY

During the year your Company made an allotment of 2,97,034

equity shares of Rs. 2/- each, at par, to the employees of the

Company under CHD ESOP 2007 Scheme.

The paid up capital after taking the effect of changes as

above, stood at Rs. 22,71,84,572/- on 31 March, 2012 as

against Rs. 22,65,90,504/- on 31 March, 2011.

15. PARTICULARS REQUIRED AS PER SECTION 212 OF THE

COMPANIES ACT, 1956

Ministry of Corporate Affairs, Government of India through

circular dated 51/12/2007-CL-III has granted a general

exemption to all Companies dispensing with the requirements

to attach various documents in respect of subsidiary

companies, as set out in Sub-section (1) of Section 212 of the

Companies Act, 1956 Accordingly, the Balance Sheet, Profit

and Loss Account and other documents of the subsidiary

companies of the Company have been adopted and are made

a part of the consolidated financial results of the Company. A

statement containing brief financial details of the Company’s

subsidiaries for the year ended as on 31 March, 2012 is

included in the Annual Report. The Company will make

available the audited annual accounts and related information

of the subsidiary companies, on request by any member of the

Company. These documents will also be available for

inspection during business hours at our registered office.

16. SIGNING OF NOTICE, BALANCE SHEET, PROFIT AND

LOSS A/C AND DIRECTORS REPORT AMONG OTHERS

This is to inform you that the Company have approved and

authenticated its audited financial results for the year ended

31 March, 2012 in the Board meeting duly held on June 10,

2012, which is well within the statutory time limits as

prescribed in the Companies Act, 1956.

17. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the

support extended by its employees, Bankers, Customers and

various Government Agencies. The Board also wishes to thank

the shareholders for their unstinted support.

By order of the Board of Directors

For CHD Developers Limited

Place: New Delhi R.K. Mittal

Date: June 10, 2012 (Chairman)


1. THE CORPORATE GOVERNANCE CODE

The Company recognises the importance of good Corporate Governance, which is the tool of building strong and everlasting

beneficial relationship with customers, suppliers, bankers and more importantly with the investors. During the year, the Company

has adopted clause 49 of the listing agreement as revised from time to time.

2. BOARD OF DIRECTORS (‘BOARD’)

The strength of the Board on signing of the report comprises of six Directors. The Board of Directors comprises of Executive and

Non-Executive Directors. There are four Non- Executive Directors and two Executive Directors. The Chairman of the Board is

Executive Director. The Directors are eminently qualified and experienced in business, finance and corporate management.

Corporate governance report

Annexure - “A”

Sl No. Name of Director Status/Designation Shareholding

1. Mr. R. K. Mittal Executive, Chairman and Whole Time Director 21583350

2. Mr. Gaurav Mittal Executive, Managing Director 12377200

3. Mr. M. P. Goel Non-Executive Director 3000

4. Mr. Manav Jain Non-Executive Director NIL

5. Mr. Pran Nath Non-Executive Director 2500

6. Mr. M. S. Kapur Non Executive Director NIL

Mr. R. K. Mittal and Mr. Gaurav Mittal are related to each other as father and son respectively.

Board MeetingsThe meetings of Board of Directors were held at the Registered Office of the Company. The functions performed by the Board

include review of minutes of Audit Committee Meetings and other Committees of the Board, adoption of quarterly results of the

Company and review of Company’s operation and performance. The Board meets at least once a quarter to review the quarterly

performance and financial results of the Company.


Number of Board MeetingsDuring the Financial year from April 1, 2011 to 31 March, 2012 the Board of Directors met 15 times on the following dates:

Code of ConductA declaration regarding Compliance by Board Members and Senior Management with the Code of Conduct is annexed herewith as

Annexure-A-II.

3. COMMITTEES OF THE BOARD

Non-Executive Directors including the Chairman provide guidance on policy matters as well as in the monitoring actions of operating

management.

In conformity to the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges and Companies Act, 1956, the

composition of these Committees of Board are constituted and reconstituted.

Sl No. Date of Meeting Board Strength No. of Directors

Present

1. April 20, 2011 6 6

2. May 2, 2011 6 5

3. May 23, 2011 6 6

4. June 13, 2011 6 5

5. July 18, 2011 6 5

6. August 10, 2011 6 4

7. August 30, 2011 6 4

8. September 24, 2011 6 4

9. September 26, 2011 6 4

10. October 20, 2011 6 5

11. October 24, 2011 6 5

12. November 14, 2011 6 5

13. December 19, 2011 6 4

14. January 25, 2012 6 5

15. February 14, 2012 6 5

Attendance of DirectorsName of the Director No. of Board No. of Board Attendance at No. of No. of

Meetings held Meetings the last AGM held Directorship in Memberships

attended on September other Boards in all Committees

24, 2011 as on 31 March, of the Board as

2012 on 31 March,

2012

1. Mr. R. K. Mittal 15 15 Present 15 2

2. Mr. Gaurav Mittal 15 15 Present 15 1

3. Mr. M. S. Kapur 15 10 Present 11 0

4. Mr. M. P. Goel 15 11 – 1 3

5. Mr. Manav Jain 15 10 – 1 2

6. Mr. Pran Nath 15 11 Present 0 3


The composition of these Committees is as under:

The Company also has a Share Transfer Committee which comprises of Mr. R. K. Mittal and Mr. Gaurav Mittal.

Audit Committee MembershipIn conformity with the requirements of Clause 49 of the Listing Agreement read with Section 292 A of the Companies Act, 1956

the strength of the Board as also of the Audit Committee is adequate.

Broad Terms of Reference of the Audit CommitteeThe main function of the Audit Committee is to assess and ensure that the financial statements of the Company are correct. It

also interacts with the Statutory Auditors before finalisation of Annual Financial Accounts and Reports focusing primarily on

Accounting Policies, Compliance of Accounting Standards among others. It also reviews the adequacy of internal control system

on any matter in connection with review of financial reporting systems and control procedures.

During the year from April 1, 2011 to 31 March, 2012, the Audit Committee met five times on April 20, 2011, May 21, 2011,

August 10, 2011, November 14, 2011 and February 14, 2012.

Attendance of the Directors in the Audit Committee Meetings:

Various Committees

Name of Members Audit Shareholders Remuneration

Committee Grievances Committee

Committee

Mr. R. K. Mittal, Executive Director No Yes No

Mr. Gaurav Mittal, Executive Director No No No

Mr. M. S. Kapur, Non-Executive Director No No No

Mr. Pran Nath, Non-Executive Director Yes Yes Yes

Mr. Manav Jain, Non-Executive Director Yes No Yes

Mr. M. P. Goel, Non-Executive Director Yes Yes Yes

Name of Directors Designation No. of No. of meetings

meetings held attended

1. Mr. Pran Nath Chairman 5 5

2. Mr. M. P. Goel Member 5 5

3. Mr. Manav Jain Member 5 5

4. SHAREHOLDERS GRIEVANCES COMMITTEE

The Committee comprising of the following members of the Board to review shareholders complaints and resolving of the same

by Ms. Ritu Goyal, Compliance Officer of the Company.

Name of Directors Designation No. of No. of meetings

meetings held attended

1. Mr. Pran Nath Chairman 4 4

2. Mr. M. P. Goel Member 4 4

3. Mr. R. K. Mittal Member 4 4


AGM No. year Venue Date Time

19 2009 Plot No. 10-11, Adayant School, Vasant Kunj, New Delhi-110070 September 10:00 A.M.

26, 2009


25, 2010


24, 2011

5. REMUNERATION COMMITTEE MEMBERSHIP:

Number of shares pending for transfer: No share(s) was pending for transfer as on 31 March, 2012.

Name of Directors No. of meetings No. of meetings

held attended

1. Mr. Pran Nath 2 2

2. Mr. M. P. Goel 2 2

3. Mr. Manav Jain 2 2

Details of investors/shareholders complaint received during the year ended 31 March, 2012:

Remuneration Policy:The Company follows a market linked policy, which is aimed at enabling the Company to attract and retain the best talent.

Compensation is also linked to individual and team performance as they support the achievement of corporate goals. The

Company has also adopted an Employee Stock Option Plan.

The Company doesn’t pay any remuneration to the Non-Executive Directors of the Company. The Company only paid to Mr.

Gaurav Mittal, a salary of Rs. 18,40,000/- and benefits (key man Insurance Policy) which amounts to Rs. 162,406/- p.a. and CHD

Armaan Realtech Private Limited paid Mr. R. K. Mittal, Whole Time Director of CHD Developers Limited, Salary of Rs. 25,00,000/-

only.

Sitting Fees:No sitting fees was paid to Non -Executive Directors for attending the Board Meetings.

7. DISCLOSURES

There were no transactions of material nature with Promoters, Directors, management, subsidiaries or relatives among others that

may have potential conflict with the interest of the Company at large. The relevant disclosures have been given in schedules to the

accounts. No penalties have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any

matter related to capital markets for non-compliances by the Company.

6. PARTICULARS OF PAST THREE AGMS

The details of past three Annual General Meetings of the Company are given below:

Sl. No Nature of Complaints Received Disposed Pending

1. Non-receipt of dividend warrant(s) Nil Nil Nil

2. Non-receipt of Share Certificates after transfer/

exchange/ sub-division/ consolidation 1 1 Nil

Total 1 1 Nil


8. MEANS OF COMMUNICATION

The Company publishes quarterly, half-yearly and annual results as required under the Listing Agreement in the prescribed

format. The results are normally published in the Financial Express (English.), Jansatta (Hindi), Business Bhaskar (Hindi) and in

Economics Times (English.). The results are also sent to the stock exchanges for general information and for putting on their

website. The notice of the AGM is sent to the shareholders well in advance of the AGM. The gist of the notice is also published in

newspapers. The Company regularly puts latest information and financial data on Company’s website also ie.

www.chddevelopers.com

Company has not made any presentations to any institutional investors/analyst during the year.

Management Discussion and Analysis Report forms part of this Annual Report.

9. GENERAL SHAREHOLDERS’ INFORMATION

Annual General Meeting:

Day & Date : Saturday, September 29, 2012

Time : 10:00 A.M.

Venue : Plot No - 10, 11, Nelson Mandela Road, Vasant Kunj, New Delhi-110070

Book Closure : 24th September, 2012 to 29th September, 2012

Dividend Payment Date : Within 30 Days from the date of Annual General Meeting

Listing on Stock Exchanges:The equity shares of the Company as on the date are listed on the Bombay Stock Exchange. The Company confirms that it has

paid annual listing fees to the Bombay Stock Exchange.

Name of the Stock Exchange Bombay Stock Exchange,

Phiroz Jee Bhoy Towers,

Dalal Street, Mumbai-400001

Ph: 022-22721234, 22721233

Fax: 022-22721919

Stock Code of the CompanyElectronic Mode INE659B01021

Scrip Name: CHD Developers Limited

Scrip Code: 526917

Financial Calendar (Tentative):

Financial Reporting for the Quarter ended June 30, 2012 Within 45 days from end of quarter

Financial Reporting for the Quarter ended September 30, 2012 Within 45 days from end of quarter

Financial Reporting for the Quarter ended December 31, 2012 Within 45 days from end of quarter

Financial Reporting for the Quarter/year ended 31 March, 2013 Within 45/60 days from end of quarter


Market Price Data: (As obtained from BSE Website)

Month & Year High Price Low Price Close Price

April, 2011 8.75 7.34 7.81

May, 2011 8.70 7.35 7.70

June, 2011 8.30 6.54 6.66

July, 2011 7.05 5.50 5.66

August, 2011 6.05 4.27 5.18

September, 2011 5.57 4.58 4.70

October, 2011 5.04 4.34 4.66

November, 2011 5.05 4.00 4.11

December, 2011 4.29 3.73 4.01

January, 2012 4.80 3.82 4.58

February, 2012 6.44 4.50 6.15

March, 2012 6.60 4.88 5.05

Registrar and Share Transfer Agents:

Skyline Financial Services Pvt. Ltd.



Share Transfer System:

The turn around time for completion of transfer of shares in physical mode is generally less than 15 days if the documents are

clear in all respects. Shares under demat mode are transferred by the Registrar for this purpose normally within 15 days.

The under noted official of the Company has been designated for speedy redressal of shareholder’s/investor’s requests/queries.

Compliance Officer:

Ms. Ritu Goyal (Company Secretary and Compliance Officer)

Categories of Shareholding as on 31 March, 2012

Sl. No. Category No. of Shares held % of Shareholding

A Promoters 69779506 61.43

B Non Promoters Holding

a) Mutual Funds and UTI Banks 46500 0.04

b) Financial Institutions, Insurance Companies (Central/ – –

State Government Institutions/ Non Government Institutions)

c) FIIS – –

C Others

a) Private Corporate Bodies 18273819 16.09

b) Indian Public 24964663 21.98

c) Any other (NRI/OCBs) 527798 0.46

Total 113592286 100.00


Distribution of Company’s shareholding as on 31 March, 2012

Range (No. of shares) No. of % of Total Shares % of

Shareholders Shareholders in the range Shares

1-5000 10178 63.57 2430412 2.14

5001-10000 2745 17.14 2489659 2.19

10001-20000 1407 8.79 2314084 2.04

20001-30000 550 3.44 1458912 1.28

30001-40000 208 1.30 758768 0.67

40001-50000 265 1.66 1280176 1.13

50001-100000 336 2.10 2599407 2.29

100001& above 322 2.01 100260868 88.26

Total 16011 100.00 113592286 100.00

Dematerialisation of Shares

At present 99.09% of the Company’s shares are held in electronic form. The table hereunder gives the break up of the shares in

physical and demat form as at 31 March, 2012.

No. of Shares in the Physical Segment 1032420 0.91

No. of Shares in the Demat Segment 112559866 99.09%

Total 113592286 100.00%

Address for Correspondence:

SF-16-17, 1st Floor,

Madame Bhikaji Cama Bhawan, 11,

Bhikaji Cama Place,

New Delhi-110066

Ph.: 011-40100100 Fax: 011-40100190

Compliance of non-mandatory requirements

The Company has adopted the non-mandatory requirements relating to:

Remuneration Committee

10. COMPLIANCE CERTIFICATE FROM THE AUDITORS

A Certificate has been obtained from the Statutory Auditors of the Company regarding compliance of conditions of Corporate

Governance and is attached to this report.






DISCLOSURE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA,

(EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME) GUIDELINES, 1999

Employee Stock Option Scheme

Annexure - “AI”

a) Total options offered The Company did not offer new options during the year.*

b) Options granted The Company did not grant new options during the year.*

c) The pricing formula Rs. 2/- face value of equity shares

d) Options vested 2,97,034

e) Options exercised 2,97,034

f) Total number of shares arising as a

result of exercise of options 2,97,034

g) Options lapsed Nil

h) Variation of terms of options Nil

i) Money realised by exercisable options 5,94,068/-

j) Total number of options in force Nil

* This was the last year of the scheme. Hence, no new shares were offered or granted during the year.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT WITH

THE CODE OF CONDUCT

Annexure - “AII”

The Board has adopted the Code of Conduct for Board and Senior Management as recommended by the Corporate Governance Code.

This Code is a comprehensive code applicable to all Directors, Executive as well as Non-Executive members of Senior Management.

A copy of the Code has been put on the Company’s website www.chddevelopers.com

The code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been

affirmed by them. A declaration signed by the Managing Director is given below:

I hereby confirm that:

The Company has obtained from all the members of the Board and Senior Management, affirmation that they have complied with

the code of conduct for Board of Directors and Senior Management in respect of the financial year 2011-12.



Place: New Delhi Gaurav Mittal

Date: June 10, 2012 (Managing Director)


DISCLOSURE UNDER SECTION 217(1) (E) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES

(DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Annexure - “B”

1. CONSERVATION OF ENERGYA. Energy conservation measures taken

The Company continuously endeavours to economise the use of energy and fuel and the Company has taken steps to

install energy efficient equipments.

B. Additional investments and proposals, if any, being implemented for reduction of consumption of energy. The Company

continuously endeavors to economies the use of energy and fuel. However no specific proposals are being implemented.

C. Impact of measures at (a) and (b) above for reduction of energy consumption and consequently impact on the cost of

production of goods.

Sincere efforts to conserve energy are a continuous exercise. The impact thereof has not been quantified.

D. Total energy consumption and energy consumption per unit of production as per Form A of Annexure in respect of

industries specified in schedule thereto.

Your Company continuously strives to economies the use of energy and fuel.

2. TECHNOLOGY ABSORPTIONA. Research and Development

In view of the nature of business of the Company, the required information in the prescribed format is considered to be

not applicable to the Company.

B. Technology Absorption: Nil

3. FOREIGN EXCHANGEEARNING - Nil

OUTGO - Rs. 2,96,706/-

Form AA. POWER & FUEL CONSUMPTION

Sl. No. Purchase Current year Previous year

a) Electricity

Units 8,61,196 349549

Total Amount (Rs.) 49,08,820 1807169/-

Rate per unit (Rs.) 5.70/- unit 5.17/- unit

b) Coal (Charcoal)

Quantity (in Kg) Nil 20238

Total Cost (Rs.) Nil 445841/-

Average Rate (Rs.) Nil 22.03/- kg

(c) Others (LPG)

Quantity (No. of Cylinder) Nil 330

Total Cost (Rs.) Nil 339537/-

Average Rate (Rs.) Nil 1028.53/- cylinder


Auditors’ report on consolidated financial statements

To The Members CHD Developers Limited,

1. We have audited the attached Consolidated Balance Sheet of

CHD Developers Limited (“the Company”) and its subsidiaries

(collectively referred as “the CHD Group”) as at 31 March,

2012, Consolidated Profit and Loss Account and the

Consolidated Cash Flow Statement for the year ended on

that date annexed thereto. These financial statements are

the responsibility of the Company’s management and have

been prepared by the management on the basis of separate

financial statements and other financial information

regarding components. Our responsibility is to express an

opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing

Standards Generally Accepted in India. Those standards

require that we plan and perform the audit to obtain

reasonable assurance about whether the financial

statements are free of material misstatement. An audit

includes examining, on a test basis, evidence supporting the

amounts and disclosures in the financial statements. An

audit also includes assessing the accounting principles used

and significant estimates made by the management, as well

as evaluating the overall consolidated financial statement

presentation. We believe that our audit provides a

reasonable basis for our opinion.

3. We report that the Consolidated Financial Statements have

been prepared by the Company’s management in

accordance with the requirements of Accounting Standard

(AS) 21- Consolidated Financial Statements, notified by

Companies (Accounting Standard) Rules, 2006, and on the

basis of the separate Audited Financial Statements of the

Company and its subsidiaries.

4. On the basis of the information and explanations given to us

and on the consideration of the separate audit reports on

individual Audited Financial Statements of the Company and

its subsidiaries, we are of the opinion that the attached

Consolidated Financial Statements give a true and fair view

in conformity with the accounting principles generally

accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the

state of affairs of the CHD Group as at 31 March, 2012;

(b) in the case of the Consolidated Profit and Loss Account,

of the profit of the CHD Group for the year ended on

that date; and

(c) in the case of Consolidated Cash Flow Statement, of the

Cash Flows of the CHD Group for the year ended on that

date.

For Mohan & Mohan

Chartered Accountants

(Firm Regn. No. -002612N)

CA. Adarsh Mohan

Place: New Delhi Partner

Dated: June 10, 2012 Membership No. 81491


1. We have reviewed financial statements (consolidated andunconsolidated) read with cash flow statement for the yearended 31 March, 2012 and certify that to the best of ourknowledge and belief:

(a) These statements do not contain any materially untruestatement or omit any material fact or contain statementsthat might be misleading:

(b) These statements together present a true and fair viewof the Company’s affairs and are in compliance with existingaccounting standards, applicable laws and regulations.

2. We further certify that to the best of our knowledge andbelief no transactions have been entered into by theCompany during the year which were fraudulent, illegal orviolative of the Company’s code of conduct.

3. We accept the responsibility for establishing andmaintaining internal controls for financial reporting and thatwe have evaluated the effectiveness of internal controlsystems of the Company pertaining to financial reportingand we have:

a) Designed such internal control over financial reportingor caused such internal control over financial reporting tobe designed under our supervision, to provide reasonableassurance regarding the reliability of financial reportingand the preparation of financial statements for externalpurposes in accordance with Generally AcceptedAccounting Principles.

b) Evaluated the effectiveness of the Company’s disclosure,controls and procedures.

c) Disclosed in the report any changes in the Company’sinternal control over financial reporting that occurredduring the Company’s most recent fiscal year that hasmaterially affected or is reasonable likely or materiallyaffect the Company’s internal control over financialreporting.

4. We have disclosed based on our most recent evaluation,wherever applicable, to the Company’s auditors and theaudit committee of the Company’s Board of Directors (andpersons performing the equivalent functions):

a) All deficiencies in the design or operation of internalcontrols, which could adversely affect the Company’sability to record, process, summarise and report financialdata and have identified for the Company’s auditors anymaterial weaknesses in internal controls over financialreporting including any corrective actions with regard todeficiencies.

b) Significant changes in internal controls, if any, during theyear covered by this report.

c) All significant changes in accounting policies during theyear, if any, and that the same have been disclosed inthe notes to the financial statements.

d) Instances of significant fraud of which we are aware thatinvolve management or other employees who have asignificant role in the Company’s internal control system

5. We further declare that all Board members and seniormanagement personnel have affirmed compliances with theCode of Conduct for current year.

Place: New Delhi Sunil Jindal Gaurav Mittal

Dated: June 10, 2012 Chief Financial officer Managing Director

CEO/CFO certification, issued in terms of clause 49 (V) of the Listing Agreement

To,The Board of Directors,CHD Developers Limited

Sub: CEO/CFO Certificate

Dear Sirs,

CEO/CFO certification,


FINANCIAL SECTION


Auditors’ Report

ToThe Members CHD Developers Limited

1. We have audited the attached Balance Sheet of CHD

Developers Limited as at March 31, 2012, Profit and Loss

Account and Cash Flow Statement for the year ended on

that date annexed thereto. These financial statements are

the responsibility of the Company’s Management. Our

responsibility is to express an opinion on these financial

statements based on our audit.









and significant estimates made by management, as well as

evaluating the overall financial statement presentation. We

believe that our audit provides a reasonable basis for our

opinion.

3. As required by the Companies (Auditor’s Report) Order,

2003 issued by the Central Government of India in terms of

sub-section (4A) of section 227 of the Companies Act,

1956, we enclose in the Annexure a statement on the

matters specified in paragraphs 4 and 5 of the said Order to

the extent applicable.

4. Further to our comments in the Annexure referred to in

paragraph (3) above, we report that:

a) We have obtained all the information and explanations,

which to the best of our knowledge and belief were

necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by

law have been kept by the Company so far as appears

from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash

Flow Statement dealt with by this report are in

agreement with the books of accounts;

d) In our opinion, the Balance Sheet, Profit and Loss

Account and Cash Flow Statement comply with the

Mandatory Accounting Standards referred to in sub-

section (3C) of section 211 of the Companies Act,

1956;

e) On the basis of written representations received from

the directors as on 31st March, 2012 and taken on

record by the Board of Directors, we report that none

of the directors is disqualified as on March 31, 2012

from being appointed as a director in terms of clause

(g) of Sub-Section (1) of Section 274 of the Companies

Act , 1956;

f) In our opinion and to the best of our information and

according to the explanations given to us, the said

accounts read together with the Significant Accounting

Policies and other notes thereon give the information

required by the Companies Act, 1956, in the manner so

required and give a true and fair view in conformity

with the Accounting Principles Generally Accepted in

India;

(i) In the case of the Balance Sheet, of the state of

affairs of the Company as at 31st March, 2012.

(ii) In the case of the Profit and Loss Account, of the

profit for the year ended on that date and;

(iii) In the case of the Cash Flow Statement, of the

Cash flow for the year ended on that date.

For Mohan & Mohan


(Firm Regn. No.-002612N)

CA. Adarsh Mohan




Annexure to the Auditors’ ReportReferred to in Paragraph 3 above of our report of even date)

1. In respect of its Fixed Assets:A. The Company has maintained proper records showing full

particulars including quantitative details and situation of fixedassets on the basis of available information.

B. As explained to us, the fixed assets have been physically verifiedby the management during the year in a phased periodicalmanner, which in our opinion is reasonable having regard tothe size of the Company and nature of the assets. No materialdiscrepancies were noticed on such verification.

C. In our opinion, the Company has not disposed off substantialpart of fixed assets during the year and the going concernstatus of the Company is not affected.

2. In respect of its Inventories:A. As explained to us the inventories have been physically verified

by the management at reasonable intervals during the year. Inour opinion the frequency of such verification is reasonable.

B. In our opinion and according to the information andexplanations given to us the procedures of physical verificationof inventories followed by the management are reasonable andadequate in relation to the size of the Company and the natureof its business.

C. The Company has maintained proper records of inventory. Asexplained to us there was no material discrepancies noticed onphysical verification of inventories as compared to book records.

3. In respect of loans secured or unsecured granted and taken bythe Company to/from Companies, firms or other partiescovered in the register maintained under section 301 of theCompanies Act 1956:

A. The Company has granted Unsecured Loan to its Subsidiary andAssociate Companies. At the year end the outstanding balanceof such loans granted were Rs. 3,195.32 lacs and the maximumamount involved during the year was Rs.9,544.74 lacs.

a) In our opinion and according to the information andexplanations given to us, the rate of interest, whereverapplicable and the other terms and conditions are not prima-facie prejudicial to the interest of the Company.

b) The loan granted by the company is interest free except to oneparty having interest rate @ 16%.

c) Since the loans granted by the Company are repayable ondemand, no question of overdue amounts arises.

B. The Company has not taken any Unsecured Loans from partiescovered in the register maintained under Section 301 of theCompanies Act, 1956.

a) In our opinion and according to the information andexplanations given to us the rate of interest, whereverapplicable and other terms and conditions, are not prima-facieprejudicial to the interest of the Company.

b) In respect of loans taken by the Company the interest paymentwherever applicable is regular and the principal amount is

repayable on demand.

4. In our opinion and according to the information andexplanations given to us, there are adequate internal controlprocedures commensurate with the size of the Company andthe nature of its business with regard to purchase of inventoryand fixed assets and with regard for the sale of goods. Furtherin our opinion there is no continuing failure to correct majorweaknesses in the internal control.

5. In respect of the contracts or arrangements referred to inSection 301 of the Companies Act,1956:

A. In our opinion and according to the information andexplanations given to us, the transaction made in pursuance ofsuch contracts or arrangements, that needed to be entered inthe register maintained U/s 301 of the Companies Act, 1956has been so entered.

B. In our opinion and according to the information andexplanations given to us, the transaction made in pursuance ofsuch contracts or arrangements entered in the Registermaintained U/s 301 of the Companies Act, 1956 and exceedingthe value of Rs.5,00,000/- in respect of each party during theyear, if any have been made at prices which appear reasonableas per information available with the Company.

6. In our opinion and according to the information andexplanations given to us, the Company has complied with theprovisions of Sections 58 A, 58 AA of the Companies Act, 1956and the Companies (Acceptance of Deposits) Rules, 1975 withregard to the deposits accepted from the public.

7. In our opinion the Company has an internal audit systemcommensurate with the size and the nature of its business.

8. We have broadly reviewed the books of account maintained bythe company pursuant to the rules made by the CentralGovernment of India, regarding the maintenance of costrecords under clause (d) of subsection (1) of Section 209 of theAct and are of the opinion that prima facie, the prescribedaccounts and records have been maintained. We have, howevernot made a detailed examination of the records with a view todetermine whether they are accurate or complete.

9. In respect of statutory dues:A. According to the information and explanations given to us and

the books and records examined by us, the Company has beenregular in depositing undisputed statutory dues includingProvident Fund, Employee State Insurance, Income Tax, SalesTax, Service Tax, and any other statutory dues applicable to itwith the appropriate authorities.

B. According to the information and explanations given to us, noundisputed amounts payable in respect of Provident Fund,Employee State Insurance, Income Tax, Sales Tax, Service Tax,and any other statutory dues were outstanding at the yearended for a period of more than six month from the date theybecame payable.


C. According to records of the Company there are no dues outstanding of Sales Tax, Income Tax, Wealth Tax and Service Tax on accountof any dispute, other than the following:

10. The Company does not have accumulated losses as at the end

of the year and the Company has not incurred any cash loss

during current year.

11. Based on our audit procedures and on the basis of information

and explanations given to us, the Company has not defaulted in

repayment of dues to any Financial Institution or any Bank during

the year.

12. In our opinion and according to the information and

explanations given to us, the Company has not granted loans

and advances on the basis of security by way of pledge of

shares, debentures and other securities.

13. According to the information and explanations given to us the

Company is not a Chit Fund/ Nidhi/ Mutual Benefit Society.

Hence the requirements of item (xiii) of paragraph 4 of the

Order are not applicable to the Company.

14. According to the information and explanations given to us, the

Company is not dealing or trading in shares or other securities

except the investment made in the equity shares of the

Subsidiary Companies/Group Companies. All the shares are held

by the Company in its own name except one share in the name

of nominee in wholly owned subsidiaries to comply with section

49(3) of the Companies Act, 1956.


Company has given corporate guarantee to the extents of

Rs.1,934.08 Lacs for loan taken by others, from banks and

financial institutions and the terms and conditions are not

prima facie prejudicial to the interest of the Company.

16. To the best of our knowledge and belief and according to the

information and explanations given to us, in our opinion term

loans availed by the Company have been prima-facie applied

during the year for the purpose for which the loans were

obtained.

17. According to the information and explanations given to us,

there are no fund raised on a short-term basis which has been

used for long term investment.


Company has not made conversion of warrants issued on

preferential basis into equity shares to the parties covered in

the register maintained under section 301 of the Companies

Act, 1956 during the year.

19. The Company has not issued any debentures. Hence the

requirements of clause (xix) of paragraph 4 of the Order are

not applicable to the Company.

20. The Company has not raised any Capital through public issue

during the year. However, the Company has issued 2,97,034

Equity Shares through Employee Stock Option Scheme.

According to the information and explanations given to us, the

amount has been prima-facie used for the purpose for which

it was raised.

21. According to the information and explanations given to us, no

fraud on or by the Company has been noticed or reported

during the year.

For Mohan & Mohan



CA. Adarsh Mohan



Name of the Statute Nature of the demand Amount Forum where dispute is pending(Rs. in Lacs)

Income Tax Act , 1961 Additional Income 60.38 Income Tax Appellate Tribunal, New DelhiTax Demand, A.Y-2006-07.

Income Tax Act , 1961 Additional Income Tax Demand, 239.31 Income Tax Appellate Tribunal, New DelhiA.Y-2007-08.

Income Tax Act , 1961 Additional Income Tax Demand, 183.69 Commissioner of Income Tax (Appeal), A.Y-2008-09. Range-6 ,New Delhi

Income Tax Act , 1961 Additional Income Tax Demand, 12.10 Commissioner of Income Tax(Appeal), A.Y-2009-10. Range-6 ,New Delhi

UP, Sales Tax Act, 1948 Additional Sales Tax Demand, 10.04 Additional Commissioner Grade-2 A.Y-2005-06 (Appeal),Range-4, Sales Tax, Mathura

UP, Sales Tax Act, 1948 Additional Sales Tax Demand, Additional Commissioner Grade-2 A.Y-2005-06 11.74 (Appeal),Range-4, Sales Tax, Mathura


Balance Sheet as at 31 March, 2012 (Amount in Rs.)Particulars Notes As at As at

No. 31 March, 2012 31 March, 2011

A. EQUITY AND LIABILITIES 1. Shareholders’ Funds

a) Share Capital 2 227,184,572 226,690,734 b) Reserves and Surplus 3 575,947,922 545,129,580

803,132,494 771,820,314 2. Non-Current Liabilities

a) Long-Term Borrowings 4 155,392,593 175,196,671 b) Deferred Tax Liabilities (net) 5 4,771,766 3,915,098 c) Long-Term Provisions 6 3,212,683 1,887,836

163,377,042 180,999,605 3. Current Liabilities

a) Trade Payables 7 51,940,125 14,742,746 b) Other Current Liabilities 8 1,170,508,364 454,360,618 c) Short-Term Provisions 6 26,328,113 39,817,113

1,248,776,602 508,920,477Total 2,215,286,138 1,461,740,396 B. ASSETS 1. Non-Current Assets

a) Fixed Assets i) Tangible Assets 9 166,850,068 139,697,098 ii) Intangible Assets – – iii) Capital Work–in–Progress – – iv) Intangible assets under development – – b) Non–Current Investments 10 1,729,890 21,899,990 c) Long–Term Loans and Advances 11 – – d) Trade Receivables 12 – – e) Other Non–Current Assets 13 – –

168,579,958 161,597,088 2. Current Assets

a) Current Investments 10 – – b) Inventories 14 967,744,405 612,940,421 c) Trade Receivables 12 309,354,789 151,212,720 d) Cash and Bank Balances 15 235,652,070 122,500,646 e) Short-term Loans and Advances 11 529,347,158 412,354,600 f) Other Current Assets 13 4,607,758 1,134,921

2,046,706,180 1,300,143,308 Total 2,215,286,138 1,461,740,396

Notes forming part of the financial statements 1 to 30

As per our report of even date

For Mohan & Mohan For and on behalf of the Board of DirectorsChartered Accountants(Firm Regn. no: 002612N)

CA Adarsh Mohan R. K. Mittal Gaurav MittalPartner Chairman Managing DirectorMembership No.: 81491

Place : New Delhi Sunil Kumar Jindal Ritu GoyalDated : June 10th, 2012 Chief Financial Officer Company Secretary


Statement of Profit and Loss for the year ended 31 March, 2012 (Amount in Rs.)Particulars Notes Year ended Year ended

No. 31 March, 2012 31 March, 2011

INCOME

a) Revenue from Operations 16 690,506,916 886,667,951

b) Other Income 17 12,664,174 –

Total (A) 703,171,090 886,667,951

EXPENSES

a) Construction Expenses 18 434,022,717 614,603,088

b) Employee Benefits Expense 19 75,072,008 55,000,459

c) Other Expenses 20 90,892,125 84,157,249

d) Depreciation and amortization expense 21 5,903,068 4,723,457

e) Finance costs 22 37,935,175 48,118,715

Total (B) 643,825,093 806,602,968

Profit/(loss) before tax (A-B) 59,345,997 80,064,983

Tax Expense

Income Tax 14,814,901 26,465,589

Wealth Tax 78,058 95,038

Deferred Tax 856,668 311,638

Total Tax Expense 15,749,627 26,872,265

Profit/(loss) for the year from continuing operations 43,596,370 53,192,718

Earnings per equity share [Nominal value of share Rs.2]

Basic

Computed on the basis of total profit for the year 23 0.38 0.47

Diluted

Computed on the basis of total profit for the year 23 0.38 0.47

Notes forming part of the financial statements 1 to 30


For Mohan & Mohan For and on behalf of the Board of DirectorsChartered Accountants(Firm Regn. no.: 002612N)




Notes to Financial Statement for the year ended 31 March, 2012

Note 1 NOTES FORMING PART OF THE FINANCIAL STATEMENTS

A) Corporate InformationCHD Developers Limited ('the Company') was incorporated on August 17, 1990. CHD Developers Limited is a leading real estatedeveloper engaged in the business of township and residential/commercial complexes. The operation of the company spans allaspects of real estate development, from identification and acquisition of land, to planning, execution, construction andmarketing projects.

B) Summary of Significant Accounting Policies1. Presentation and Disclosure of financial statements

Change in Accounting PolicyDuring the year ended 31 March, 2012, the revised schedule VI notified under the Companies Act, 1956, has become applicableto the company, for preparation and presentation of its financial statements. The adoption of revised schedule VI does notimpact recognition and measurement principles followed for preparation of financial statements. However, it has significantimpact on presentation and disclosures made in the financial statements. The company has also reclassified the previous yearsfigure in accordance with the requirement applicable in the current year.

2. Basis of Preparation of Financial Statements The financial statements of the company have been prepared in accordance with generally accepted accounting principles inIndia (GAAP). The company has prepared these financial statements to comply in all material respects with the AccountingStandards notified under the Companies (Accounting Standard) Rules 2006, (as amended) and the relevant provisions of theCompanies Act, 1956. The financial statements have been prepared on an accrual basis under the historical cost convention.

3. Use of EstimatesThe preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assetsand liabilities on the date of financial statements, disclosure regarding financial statements and reported amount of revenue andexpenses during the reported period. These estimates are based upon management’s knowledge of current events and actions.Actual results could differ from those estimates and differences, if any, are recognised in the period in which the results are known/materialised.

4. Fixed Assetsa) Valuation

Fixed assets are stated at cost (Gross Block) less accumulated depreciation. Cost comprises the purchase price and anyattributable cost of bringing the asset to its working condition for its intended use. (Depreciation on fixed assets is providedat the rates and in the manner prescribed in schedule XIV of the Companies Act, 1956)

Capital Work in Progress represents expenditure incurred in respect of Capital Projects under development and are carriedat cost includes land, related acquisition expenses, development / construction costs, borrowing costs and other directexpenses, including advance to contractors and others.

b) DepreciationDepreciation on fixed assets has been provided on the basis of straight line method as per the rates prescribed in ScheduleXIV of the Companies Act, 1956.

5. InventoriesInventories comprise completed units for sale and property under construction (Work in progress):

a. Completed unsold inventory is valued at lower of cost or net realisable value. Cost is determined by including cost of land,materials, services and related overheads.

b. Work in progress is valued at cost. Cost comprises value of land (including development rights), materials, services andother overheads related to projects under construction.

6. Recognition of Income & Expenses: a) The revenue is recognised on the basis of ’Percentage of completion Method’ of accounting. Revenue is recognised, in

relation to sold areas only, on the basis of percentage of actual cost incurred thereon including land as against the totalestimated cost of the project under execution subject to such actual cost being 20% or more of the total estimated cost.



Note 1 NOTES FORMING PART OF THE FINANCIAL STATEMENTS (Contd.)

The estimates of saleable area and costs are revised periodically by the management. The effect of such changes to estimatesis recognised in the period such changes are determined. However, the revenue, in respect of project undertaken beforeMarch 31, 2010 is accounted for on the basis of actual receipts and instalment fallen due during the year towards bookingof properties, subject to final adjustments on the completion of respective projects. However, change in this accountingpolicy doesn’t have any significant impact on the profitability of the company.

Further interest on delayed payments, if any, is accounted for on realisation due to uncertainties in recovery.

c) Cost of construction/development (including cost of land) incurred is charged to the profit & loss account in proportion toproject area sold. Adjustments if required are made on completion of the respective projects.

d) Interest and direct expenditure attributable to specific projects are capitalized in the cost of project, other interest andindirect costs are treated as 'Period Cost' and charged to Profit & Loss account in the year in which it is incurred.

e) Brokerage paid/ fallen due on Fixed Deposits is accounted during the year.

f) Municipal Taxes are accounted for in the year of payment.

g) All other incomes and expenditures except mentioned above are accounted for on accrual basis.

7. Retirement Benefits to employeesCompany’s contribution to Provident Fund and ESIC charged to profit and loss account on the actual liability basis.

Provision for gratuity & Leave Encashment is determined on the actuarial valuation carried out at the balance sheet date inaccordance with transitional provision of revised AS-15.

8. TaxationIncome tax comprises current tax and deferred tax. Current tax is the amount payable as determined in accordance with theprovisions of Income Tax Act, 1961. Provision for Income Tax is made after taking into consideration benefits admissible underthe provisions of the Income Tax Act, 1961.Deferred tax resulting from timing difference between the book and the taxable profitsis accounted for using the tax rates and law that are enacted or substantively enacted as on the balance sheet date. Deferredtax assets are recognised only to the extent there is reasonable certainty that the asset can be realised in the future. However ifthere is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only if there isvirtual certainty of realisation of such assets. Deferred tax assets/liabilities are reviewed at each balance sheet date.

9. Investments Investments intended to be held for more than a year are classified as long term investments. All other investments are classifiedas current investments. Long term investments are stated at cost. However provision for diminution is made to recognize anydecline, other than temporary, in the value of investments. Current investments are stated at lower of cost or market value onan individual investment basis.

10. Foreign Currency TransactionTransaction in foreign currency is recorded at exchange rate prevailing on the date of transaction. Monetary assets and liabilitiesdenominated in foreign currency are translated at the exchange rate prevailing on the Balance sheet date and exchange differenceon translation of monetary assets and liabilities and resultant gain or loss is recognized in the Profit & loss account.

Non Monetary assets and liabilities are translated at the rate prevailing on the date of transaction.

11. Borrowing CostThe borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized as partof the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intendeduse. All other borrowing costs are charged to Profit & Loss account as an expense in the year in which they are incurred.

12. Impairment of Assets: The Company assesses at each balance sheet date whether there is any indication that an asset may suffer impairment loss. Ifany such indication exists, the Company estimates the recoverable amount of the asset or the recoverable amount of cashgenerating unit to which the assets belongs. Recoverable amount is the higher of an asset’s net selling price and value in use.In assessing value in use, the estimated future cash flow expected from the continuing use of the asset and from its disposal is




discounted to their present value using a pre-discount rate that reflect the current market assessment of the time value of moneyand risk specific to the asset. In case recoverable amount is less than its carrying amount then its carrying amount is reduced toits recoverable amount. The reduction is treated as an impairment loss and is recognized in the Profit and Loss Account. If atthe Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists the recoverableamount is reassessed and the asset is reflected at the recoverable amount.

13. Provisions, Contingent Liabilities and Contingent Assets

A) Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation if: -a) The Company has present obligation as a result of past event.

b) A probable outflow of resources is expected to settle the obligation and the amount of obligation can be reliably estimated.Provisions are determined based on management estimates required to settle the obligation at the balance sheet date.These are reviewed at each balance sheet date and adjusted to reflect the current management estimates.

B) Reimbursement expected in respect of expenditure required to settle a provision is recognized only when it is virtually certainthat the reimbursement will be received.

C) Contingent Liability is disclosed in the case of: a) A Present obligation arising from the past event, in case it is not probable that an outflow of resources will be required to

settle the obligation.

b) A Possible obligation, unless the probability of outflow of resources is remote.

D) Contingent Assets are neither recognized nor disclosed.

14. Employee Stock Compensation Cost

In respect of stock options granted by the Company, the intrinsic value of the options (excess of market price of the share onthe date of grant over the exercise price of the option) is treated as deferred employee compensation cost and is amortized overthe vesting period on straight line basis in accordance with SEBI guidelines in this regard.

15. LeasesLease arrangements, where risks and rewards incident to ownership of an asset substantially vest with the lessor are recognizedas operating lease. Lease rentals in respect of operating lease arrangement are recognized as business income/expense in theprofit and loss account as and when due in accordance with the terms of the related agreement.

16. Earning per shareThe earnings considered in ascertaining the Company’s Earnings Per Share (EPS) comprises the net profit after tax (and includethe post tax effect of any extra ordinary items). The number of shares used in computing Basic EPS is the weighted averagenumber of shares outstanding during the period / year. The number of shares used in computing Diluted EPS comprises ofweighted average number of equity shares and dilutive potential equity shares outstanding during the period.

17. Segment Reporting Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of thesegment. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonablebasis, have been included under unallocated corporate expenditure.

18. Amalgamation Expenses Amalgamation expenses arising due to merger of Capital Homes Limited with the Company are being amortized over the periodof five years.

19. Cash and Cash EquivalentsThe company considers all highly liquid financial instruments, which are readily convertible into cash and have original maturitiesof three months or less from the date of purchase, to be cash equivalent.



(Amount in Rs.)Particulars As at As at

31 March, 2012 31 March, 2011

Authorized shares 117,500,000 (31 March 2011: 117,500,000) Equity Shares of Rs.2/- each 235,000,000 235,000,000 Issued, subscribed and fully paid-up shares 113,592,286 (31 March 2011: 113,295,252) Equity Shares of Rs.2/- each fully Paid up 227,184,572 226,590,504 ESOP – 100,230 Total issued, subscribed and fully paid-up share capital 227,184,572 226,690,734

a. Reconciliation of Equity shares outstanding at the beginning and at the end of the reporting period

b. Terms/rights attached to equity shares i) The company has only one class of equity shares having a par value of Rs.2/- per share. Each holder of equity shares is entitled

to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board ofDirectors is subject to the approval of the shareholders in the ensuing Annual General meeting.

During the year ended 31 March, 2012, the dividend recognized as distribution to equity shareholders is 5% of paid up value(31 March 2011 : 5%)

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of thecompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity sharesheld by the shareholders.

As per records of the company, including its register of shareholders/members and other declarations received from shareholders/members regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

d) Employee Stock Option Scheme: The Securities and Exchange Board of India (SEBI) has issued the Employees Stock Options Scheme and Employees Stock PurchaseScheme guidelines, 1999. In accordance with these guidelines, the excess of the market price of the underlying equity sharesas on the date of grant of the options over the exercise price of the option, including upfront payments, if any, is to be recognisedas an expense and amortised on a straight line basis over the vesting period.

Note 2 SHARE CAPITAL

(Amount in Rs.)Particulars As at 31 March, 2012 As at 31 March, 2011

No. of Shares Amount No. of Shares Amount

At the beginning of the year 113,295,252 226,590,504 112,919,664 225,839,328 Issued during the year-ESOP 297,034 594,068 375,588 751,176 Outstanding at the end of the year 113,592,286 227,184,572 113,295,252 226,590,504

c. Details of shareholders holding more than 5% shares in the company(Amount in Rs.)

Particulars As at 31 March, 2012 As at 31 March, 2011No. of Shares % holding No. of Shares % holding

Equity shares of Rs.2 each fully paid upR.K. Mittal 21,583,550 19.00% 21,583,550 19.05%Gaurav Mittal 12,377,200 10.90% 12,377,200 10.92%Ruchie Mittal 13,500,000 11.88% 13,500,000 11.92%Anchal Mittal 6,060,000 5.33% 6,060,000 5.35%Radha Mittal 5,739,950 5.05% 5,739,950 5.07%T.K.Professionals Pvt. Ltd. 14,005,219 12.33% 15,266,722 13.48%Capital Institute of Competition Training Private Limited 5,883,806 5.18% – –


Note to Financial Statement for the year ended 31 March, 2012

Details of options offered, granted, lapsed, vested and exercised are given below

Note 2 SHARE CAPITAL (Contd.)

a) Total options offered The Company had not offered new options during the year b) Options granted The ESOP Scheme has been completed and

hence no new options were granted during the year.

c) The Pricing formula Rs. 2/- (face value of equity shares) d) Options vested 2,97,034e) Options exercised 2,97,034f) Total No. of shares arising as a result of exercise of Options 2,97,034g) Options lapsed Nilh) Variation of terms of Options Nili) Money realized by exercisable Options (Amt. in Rs.) 594068j) Total No. of Options in force Nil


31 March, 2012 31 March, 2011

General Reserve 50,000 50,000 Capital Reserve 34,871,155 34,871,155Securities Premium Reserve As per last Balance Sheet 164,196,240 162,797,312 Addition on ESOP exercised 1,366,356 1,398,928 Closing Balance 165,562,596 164,196,240Forfeiture of Advance against share warrant & ESOP 40,055,692 40,055,692Employee Stock Option Outstanding As per last Balance Sheet 1,152,412 2,304,825 Less: Deferred Stock option outstanding (1,152,412) (1,152,413)Net Employee stock option outstanding – 1,152,412 Profit and Loss Account As per last Balance Sheet 304,804,081 264,822,722 Profit for the year 43,596,370 53,192,718 Gross surplus in the statement of Profit and Loss Account 348,400,451 318,015,440 Less: Appropriations

Provision for final Equity Dividend 11,359,229 11,329,525 Dividend Distribution Tax* – 1,881,834 P.Y. Income Tax Adjustment 1,632,743 –

Net surplus in the statement of Profit and Loss Account 335,408,479 304,804,081 Total Reserves and Surplus 575,947,922 545,129,580

*Dividend distribution tax is adjusted as per the provisions of Income Tax Act, 1961, against payment made by its wholly ownedSubsidiary Company, i.e. CHD Armaan Realtech Pvt. Ltd.

Note 3 RESERVES AND SURPLUS



Note 4 LONG-TERM BORROWINGS

Long-term borrowing consist of the following: (Amount in Rs.)Particulars Non-current portion Current maturities

As at As at As at As at31 March, 2012 31 March, 2011 31 March, 2012 31 March, 2011

SECURED LOANS A) Vehicle Loans 515,085 865,199 1,034,711 2,062,931 B) Term Loans

i) Bank of Baroda Term Loan – 10,637,515 10,637,515 21,242,485 ii) HUDCO Term Loan – 89,009,594 89,009,594 109,964,769 iii) Term Loans/ Overdraft from Axis Bank Ltd. 27,529,508 53,858,363 26,328,855 3,372,918 iv) Money Matter Financial Services Ltd. 105,000,000 – 131,888,474 –

UNSECURED LOAN A) Deposits

– From Public 18,055,000 20,299,000 164,259,000 127,713,000 – From Shareholders 4,293,000 527,000 69,302,000 34,922,000

B) Others – – 5,738,000 1,755,593 155,392,593 175,196,671 498,198,149 301,033,696

The above amount includes Secured borrowings 133,044,593 154,370,671 258,899,149 136,643,103 Unsecured borrowings 22,348,000 20,826,000 239,299,000 164,390,593 Amount disclosed under the head “Other Current Liabilities” (Note 8) – – (498,198,149) (301,033,696)Net Amount 155,392,593 175,196,671 – –

DETAIL OF SECURITIES & TERM OF REPAYMENT

Secured Loan A) Vehicle Loan i) Axis Bank

a) Secured by way of hypothecation of vehicle. The loan @10.25% is repayable in 36 equal monthly installments of Rs. 44,248/-. The outstanding installment w.r.t. balance sheet date is 3 installments.

b) Secured by way of hypothecation of vehicle. The loan @ 11% is repayable in 36 equal monthly installments of Rs. 8,839/-. The outstanding installment w.r.t. balance sheet date is 4 installments.

ii) HDFC Bank Secured by way of hypothecation of vehicle. The loan @ 8.30% is repayable in 36 equal monthly installments of Rs. 31,475/-. The outstanding installment w.r.t. balance sheet date is 7 installments.

iii) ICICI Bank a) Secured by way of hypothecation of vehicle. The loan @10.50% is repayable in 36 equal monthly installments of

Rs. 12,888/. The outstanding installment w.r.t. balance sheet date is 15 installments.

b) Secured by way of hypothecation of vehicle. The loan @ 11.24% is repayable in 36 equal monthly installments of Rs. 23,045/-. The outstanding installment w.r.t. balance sheet date is 30 installments.

c) Secured by way of hypothecation of vehicle. The loan @ 11.00% is repayable in 36 equal monthly installments of Rs. 17,352/- . The outstanding installment w.r.t. balance sheet date is 18 installments.

iv) Kotak Mahindra Prime Ltd. Secured by way of hypothecation of vehicle. The loan @10.75% is repayable in 35 equal monthly installments of Rs. 30,714/. The outstanding installment w.r.t. balance sheet date is 4 installments.

v) Reliance Capital Secured by way of hypothecation of vehicle. The loan @ 16.00% is repayable in 35 equal monthly installments of Rs. 29,400/- . The outstanding installment w.r.t. balance sheet date is 1 installment.



Note 4 LONG-TERM BORROWINGS (Contd.)

B) TERM LOAN i) Bank of Baroda

Secured by equitable mortgage of Land & Buildings at varindavan,UP and personal guarantee of two directors. The loan @18.00 % is repayable in 16 equal quarterly installments of Rs.53,12,000/- each. The outstanding installment w.r.t. balance sheetdate is 2 installments.

ii) HUDCOSecured by registered mortgage of project land at Village Uchana, Sector-45, Karnal and personal guarantee of two directors.The loan @ 15.25% is repayable in 12 equal quarterly installments of Rs.2,68,00,000/- The outstanding installment w.r.t.balance sheet date is 3 installments.

iii) Axis Banka) Secured by equitable mortgage of part of Land & Building at Vikaspuri, New Delhi and personal guarantee of two directors.

The loan @ 14.50 % is repayable in 80 equal monthly installments of Rs.2,05,050/- The outstanding installment w.r.t.balance sheet date is 41 installments.

b) Secured by equitable mortgage of part of Land & Building at Vikaspuri, New Delhi and personal guarantee of two directors.The loan @ 14.50% is repayable in 96 equal monthly installments of Rs.1,47,210/- The outstanding installment w.r.t.balance sheet date is 57 installments.

c) Secured by equitable mortgage of part of Land & Building at Vikaspuri, New Delhi and personal guarantee of two directors.The loan @ 14.50% is repayable in 96 equal monthly installments of Rs.1,40,500/- The outstanding installment w.r.t.balance sheet date is 57 installments.

d) Secured by equitable mortgage of part of Land & Building at Vikaspuri, New Delhi and personal guarantee of two directors.The loan @ 14.50% is repayable in 75 equal monthly installments of Rs.6,03,565/- The outstanding installment w.r.t.balance sheet date is 36 installments.

iv) Money Matters Financial Services Ltd. Secured by equitable mortgage of project land at Village Uchana, Sector-45, Karnal and personal guarantee of two directors.The loan @ 20.25% is repayable in 8 quarterly installments. First installment is of Rs. 1,00,00,000/-, second installment is of Rs.3,00,00,000 and balanced 6 installments are of Rs. 3,50,00,000/- each. The outstanding installment w.r.t balance sheet dateis 7 installments.

Unsecured Loan

DEPOSITS

a) The details of Interest on deposits are as follow:Particulars Interest RatePublic Shareholders

Repayable after 6 month 10.50% 11%Repayable after 1 year 12% 12%Repayable after 2 year 12.25% 12.25%Repayable after 3 year 12.50% 12.50%

b) The maturity pattern of the Deposits is as follow: (Amount in Rs.)Particulars F.Y. 2012-13 F.Y. 2013-14 F.Y. 2014-15 Total

Public Deposits 160,935,000 12,053,000 6,605,000 179,593,000 Shareholders Deposits 71,710,000 1,617,000 2,989,000 76,316,000 Total 232,645,000 13,670,000 9,594,000 255,909,000



Deferred Tax Liability for the period ended March 31, 2012 has been provided on the estimated tax computation for the year.

Major components of deferred tax liabilities arising on account of timing differences are : (Amount in Rs.)

Particulars As at As at31 March, 2012 31 March, 2011

Deferred Tax Liability Depreciation 4,771,766 3,915,098 Total 4,771,766 3,915,098

Note 5 DEFERRED TAX LIABILITY

Particulars Non-current CurrentAs at As at As at As at

31 March, 2012 31 March, 2011 31 March, 2012 31 March, 2011

Provision for employee benefit Provision for Gratuity 2,320,802 1,346,148 36,119 20,951 Provision for Leave Encashment 891,881 541,688 39,806 24,176 Other Provisions Provisions for Income Tax – – 14,814,901 26,465,589 Provision for Wealth Tax – – 78,058 95,038 Proposed Dividend – – 11,359,229 11,329,525 Dividend Distribution Tax – – – 1,881,834 Total 3,212,683 1,887,836 26,328,113 39,817,113


1) Micro, Small and Medium Enterprises* – –2) Trade Payable 51,940,125 14,742,746 Total 51,940,125 14,742,746

* The company has not received any information from its suppliers/ parties regarding the applicability of Micro, Small and MediumEnterprises Development Act, 2006. Hence, the information about Micro, Small and Medium Enterprises and other disclosures, ifany relating to amount unpaid as on March 31, 2012 together with Interest paid / payable as required under Micro, Small andMedium Enterprises Act, 2006 is not given.

Note 7 TRADE PAYABLES


1) Current maturities of Long Term Borrowings (Note 4) 498,198,149 301,033,696 2) Other Expenses Payable* 377,075,881 107,938,480 3) Security Deposit (Refundable) 19,619,149 10,710,192 4) Advance Against Project 263,234,300 23,648,000 5) Interest accrued on Term Loan and Deposits 12,256,063 10,905,428 6) Unpaid Dividend 124,822 124,822 Total 1,170,508,364 454,360,618

* Includes expenses payable, Retention payables, Land payments, development charges & duties & taxes.

Note 8 OTHER CURRENT LIABLITIES

Note 6 PROVISIONS





Long Term, Unquoted investments In Equity Shares of wholly owned Subsidiary Companies CHD Armaan Realtech Pvt. Ltd. 100,000 1,000,000 10,000 100,000 CHD Blueberry Realtech Pvt. Ltd. – – 10,000 100,000 CHD Elite Realtech Pvt. Ltd. – – 10,000 100,000 CHD Energy Pvt. Ltd. 10,000 100,000 – – CHD Facility Management Pvt. Ltd. 10,000 100,000 10,000 100,000 CHD Retirement Townships Pvt. Ltd. 10,000 100,000 10,000 100,000 Divine Townships Pvt. Ltd. 10,000 100,000 10,000 100,000 Golden Infracon Pvt. Ltd. 10,000 100,000 10,000 100,000 Horizon Realtech Pvt. Ltd. 10,000 100,000 10,000 100,000 In Equity Shares of Associate CompaniesCHD Agro Products Pvt. Ltd. ( Holding 49.99%) 4,999 49,990 4,999 49,990 CHD Hospitality Pvt. Ltd. (Holding 49.90%) 4,990 49,900 – – Empire Realtech Pvt. Ltd. (Holding 30%) 3,000 30,000 – – Share Application Money (Others) – 21,050,000 Total 1,729,890 21,899,990

Note 10 NON-CURRENT INVESTMENTS

Note 9 FIXED ASSETS

Statement of Fixed Assets as on 31st March, 2012 As per Companies Act, 1956

(Amount in Rs.)Gross Block Depreciation Net Block

Particulars As on Addition Sale/ As on As on For the Sale/ As on As on As on

01.04.2011 Adjustment 31.03.2012 01.04.2011 Period Adjustment 31.03.2012 31.03.2012 31.03.2011

Building 99,611,193 14,741,999 – 114,353,192 3,274,735 572 – 3,275,307 111,077,885 96,336,458

Computer Software 1,064,151 1,600,128 – 2,664,279 429,296 278,907 – 708,205 1,956,074 634,855

Furniture & Fixture 13,868,524 12,968,090 – 26,836,614 4,418,832 1,226,437 – 5,645,269 21,191,345 9,449,692

Office Equipment & Machinery 13,283,381 4,272,902 – 17,556,283 3,748,962 1,616,030 – 5,364,992 12,191,291 9,534,419

Plant & Machinery 11,319,464 990,056 – 12,309,520 4,280,325 546,937 – 4,827,262 7,482,258 7,039,139

Vehicles 24,457,768 892,716 5,020,141 20,330,343 7,755,231 2,152,768 2,528,869 7,379,129 12,951,214 16,702,537

Grand Total 163,604,481 35,465,891 5,020,141 194,050,231 23,907,382 5,821,652 2,528,869 27,200,163 166,850,068 139,697,099

Previous Year 150,637,320 14,430,952 1,463,791 163,604,481 19,768,112 4,642,040 502,770 23,907,382 139,697,099 130,869,208



Security Refundable Unsecured considered good – – 3,006,962 2,149,437 Loan and advances to related parties Unsecured considered good – – 319,532,650 215,796,895 Advances recoverable in cash or kind Unsecured considered good – – 206,184,962 194,108,714 Advance to employees – – 622,584 299,555 Total – – 529,347,158 412,354,601

Note 11 LOANS AND ADVANCES





Unsecured, considered good Over six months – – 20,915,408 37,803,180 Others – – 288,439,382 113,409,540 Total – – 309,354,789 151,212,720

(Amount in Rs.)Particulars Non-current Current


Dues from officers – – 622,584 299,555

Note 11 LOANS AND ADVANCES (Contd.)

a) Loans and advances due by directors or other officers, etc.

Related Parties Nature of As at Maximum As atRelationship 31 March, 2012 Balance 31 March, 2011

CHD Armaan Realtech Pvt. Ltd. Subsidiary 15,226,905 417,850,624 31,241,517 CHD Facility Management Pvt. Ltd. Subsidiary 855,463 44,213,246 23,582,449 Golden Infracon Pvt. Ltd. Subsidiary 3,391,008 10,890,604 10,890,604 CHD Blueberry Realtech Pvt. Ltd. Subsidiary – 154,052,850 150,002,730 CHD Retirement Townships Pvt. Ltd. Subsidiary – 41,495 40,889 Divine Townships Pvt. Ltd. Subsidiary – 11,012 10,604 Horizon Realtech Pvt. Ltd. Subsidiary – 1,153,122 808 CHD Elite Realtech Pvt. Ltd. Subsidiary – 20,000,408 – CHD Hospitality Pvt. Ltd. Associate 30,774 30,774 – CHD Agro Products Pvt. Ltd. Associate 28,500 28,500 27,294 Empire Realtech Pvt. Ltd. Associate 300,000,000 300,000,000 – Capital Institute of Competition Training Pvt. Ltd. Significant

influence of KMP – 6,200,000 –

All the above loans and advances are repayable on demand and interest free except loan given to CHD Armaan Realtech Pvt. Ltd . at theinterest rate 16%.

b) Loan & advances in the nataure of loans given to related party



Unamortized expenditure Miscellaneous Expenditure – – – 81,417 Others Interest accrued on Fixed Deposits 4,607,758 1,053,504 Total – – 4,607,758 1,134,921

Note 12 TRADE RECEIVABLES

Note 13 OTHER ASSETS




31 March, 2012 31 March, 2011

Work in progress * 852,839,691 497,457,858 Finished stock (Unit in hand) * 114,904,714 115,482,563 Total 967,744,405 612,940,421

*Valued at lower of cost or net realizable value as certified by management

Particulars 2011-12 2010-11

Sales 644,161,985 864,789,960 Interest income 33,295,226 6,833,524 Other Revenue 13,049,705 15,447,115 Increase/(Decrease) in stock – (402,648)Revenue from Operations (net) 690,506,916 886,667,951

Note 16 REVENUE FROM OPERATIONS

Cash & Cash Equivalents a) Balance with Banks 146,912,496 52,072,000 b) Unpaid Dividend Account 124,822 124,822 c) Cash on hand 11,080,466 4,183,460 d) FDR with Banks 77,534,286 66,120,364

Total 235,652,070 122,500,646

Note 15 CASH AND BANK BALANCES

Dividend Income 11,500,000 –Gain on Sale of Mutual Fund 1,164,174 –Total 12,664,174 –

Note 17 OTHER INCOME

Inventory at the beginning of the year 612,940,421 716,714,551 Add: Addition during the year 788,826,701 510,828,958 Inventory at the end of the year 967,744,405 612,940,421 Total 434,022,717 614,603,088

Note 18 CONSTRUCTION EXPENSES

Salaries, wages and bonus 72,666,349 49,948,191 Contribution to PF & Other Funds 1,245,080 981,363 Staff welfare expenses 839,587 2,260,564 Employee Compensation Expense 320,992 1,810,341 Total 75,072,008 55,000,459

Note 19 EMPLOYEE BENEFIT EXPENSE

Note 14 INVENTORIES



(Amount in Rs.)Particulars 2011-12 2010-11

Employer's Contribution to Provident Fund 1,109,782 716,321 Employer's Contribution to ESI 135,298 135,837

a) As per Accounting Standard 15 "Employee Benefits", the disclosures as defined in the Accounting Standard are given below :

(A) Contribution Plans Contribution to Contribution Plans, recognized as expense for the year is as under :

1) Reconciliation of opening and closing balance of benefit obligation

The present value of obligation is determined based on actuarial valuation using the projected unit credit (PUC) actuarial method to assessthe plan's liabilities on exit of employees due to retirement, death-in-service and withdrawal, and also compensated absence while inservice.

Under the PUC method, a projected accrued benefit is calculated at the beginning of the period and again at the end of the periodfor each benefit that will accrue for all active member of the plan. The projected accrued benefit is based on the plan accrual formulaand upon service as of the beginning or end of period, but using member's final compensation, projected to the age at which theemployee is assumed to leave active service. The plan liability is the actuarial present value of the projected accrued benefits as of thebeginning and end of the period for active members including availment, encashment while in service.

Note 19 EMPLOYEE BENEFIT EXPENSE (Contd.)

Particulars Gratuity (Unfunded) Leave Encashment (Unfunded)2011-12 2010-11 2011-12 2010-11

Benefit obligation at the beginning of year 1,367,009 1,241,008 565,864 –Current Service Cost 727,601 460,518 430,543 565,864 Interest Cost 116,203 99,281 48,098 –Actuarial (gain) / Loss 253,700 (203,191) 348,808 –Benefits paid (107,682) – (461,626) –Defined Benefit obligation at year end 2,356,831 1,597,616 931,687 565,864

2) Reconciliation of opening and closing balance of Fair value of Plan Assets


Fair value of Plan Assets at beginning of year – – – – Expected return of plan assets – – – – Actuarial (gain) / Loss – – – – Employer contribution – – – – Benefits paid – – – – Fair value of Plan Assets of year end – – – – Actual results on plan assets – – – –

3) Reconciliation of opening and closing balance of Assets and obligations


Fair val Fair value of Plan Assets – – – –Funded Status (2,356,921) (1,597,616) (931,687) (565,864)Net asset/(liability) recognized in balance sheet (2,356,921) (1,597,616) (931,687) (565,864)

4) Expenses recognized during the year


Current Service Cost 727,601 460,518 430,543 565,864 Interest Cost 116,203 99,281 48,098 – Expected return on Plan assets – – – – Actuarial (gain) loss 253,700 (203,191) 348,808 – Expenses recognized in the statement of Profit & Loss 1,097,504 356,608 827,449 565,864



5) Actuarial assumptions

a) Economic AssumptionsThe principal assumptions are the discount rate & salary growth rate. The discount rate is generally based upon the market yieldsavailable on Government bonds at the accounting date with a term that matches that of the liabilities & the salary growth rate takesaccount of inflation, seniority, promotion and other relevant factors on long term basis. Valuation assumptions are as follows whichhave been agreed by the company:

a) Foreign Currency Transaction There is transaction of Foreign Currency of Rs.2,96,706/- of traveling expenses incurred during the financial year (P.Y. Rs.14,93,674/-)

b) Payment to Auditor


Note 20 OTHER EXPENSES (Amount in Rs.)


Discounted Rate 8.50 8.00 8.50 8.00 Future salary Increase 6.00 5.50 6.00 5.50 Expected Rate of return on plan assets – – – –

b) Demographic AssumptionParticulars Gratuity (Unfunded) Leave Encashment (Unfunded)

2011-12 2010-11 2011-12 2010-11Retirement Age (Years) 60 60 60 60Mortality Table Ages Withdrawal Withdrawal Withdrawal Withdrawal

Rate (%) Rate (%) Rate (%) l Rate (%) Up to 30 years 3.00 3.00 3.00 3.00From 31 to 44 years 2.00 2.00 2.00 2.00Above 44 Years 1.00 1.00 1.00 1.00

Particulars 2011-12 2010-11Audit Fees 33,708 30,000 Advertisement Expenses 17,564,465 14,658,051 Bank charges 729,243 591,671 Commission Paid 10,991,384 10,961,188 Consumption of provisions - 6,680,193 Donation 239,550 11,000 General Expenses 7,535,284 4,297,328 Internal Audit fees 370,788 330,900 Legal & Professional Expenses 18,774,916 11,636,345 Loss on sale of fixed assets 624,272 159,821 Membership & Subscription 827,235 258,572 News Papers & Periodicals 34,957 55,910 Postage & Telephone Charges 8,525,743 6,452,415 Printing & Stationery 1,977,608 2,726,877 Power fuel & water 1,187,213 1,807,169 Repair & Maintenance

– Plant & Machinery 908,561 3,043,428 – Vehicles 1,702,558 2,540,746 – others 912,491 759,862

Rent, Rates & taxes 8,623,762 5,574,661 Sales Promotion 3,296,558 8,946,319 Traveling Expenses 6,031,829 2,634,793 Total 90,892,125 84,157,249

As Auditor: Audit Fee 33,708 30,000 Total 33,708 30,000

LIC (1994-96) LIC (1994-96)



As at As at31 March, 2012 31 March, 2011

Total operations for the year Net profit/(loss) for calculation of Basic EPS 43,596,369 53,192,718 Weighted average number of equity shares outstanding – Basic EPS 113,425,103 113,295,252 – Diluted EPS 113,425,103 113,295,252 Face value per Equity Share - Rs. 2 Earning per share – Basic EPS 0.38 0.47– Diluted EPS 0.38 0.47

Note 22 FINANCE COSTSInterest Expenses 37,935,175 48,118,715 Total 37,935,175 48,118,715

The company has a single segment namely "Real Estate ". Therefore, the company's Business does not fall under different businesssegments defined by AS-17- "Segmental Reporting" issued by ICAI.

Note 24 SEGMENT REPORTING

As per Accounting Standard 18, "Related Party Disclosures, the disclosure of transactions with the related parties are given below :

i) List of Related parties where control exists and related parties with whom transactions have taken place and relationships :

Note 25 RELATED PARTIES DISCLOSURES

Related Parties Nature of Relationship1. CHD Retirement Township Pvt.Ltd. 2. Golden Infracon Pvt. Ltd. 3. Horizon Realtech Pvt. Ltd 4. CHD Armaan Realtech Pvt. Ltd. 5. CHD Energy Pvt. Ltd. 6. CHD Facility Management Pvt. Ltd. Subsidiary Company7. Divine Townships Pvt. Ltd. 8. CHD Blueberry Realtech Pvt. Ltd. 9. CHD Elite Realtech Pvt. Ltd. 10. CHD Saaswork Software Pvt. Ltd. 11. Capital Institute of Competition Training Pvt. Ltd. Significant Influence of KMP12. Aadyant Education Pvt. Ltd 13. Manohar Memorial Educational Society 14. CHD Hospitality Pvt. Ltd. 15. CHD Agro Products Pvt. Ltd. Associate Company16. Empire Realtech Pvt. Ltd. 17. R. K. Mittal Key Managerial Personnel18. Gaurav Mittal

Note 21 DEPRECIATION AND AMORTIZATION EXPENSE

Note 21 DEPRECIATION AND AMORTIZATION EXPENSE (Amount in Rs.)Particulars 2011-12 2010-11

Depreciation of tangible assets 5,821,652 4,642,040 Miscellaneous expenses w-off 81,416 81,416 Total 5,903,068 4,723,456



ii) Transactions during the year with the related parties :

Note 25 RELATED PARTIES DISCLOSURES (Contd.)

(Amount in Rs.)Nature of Transactions Subsidiary Associate KMP Significanat Total

Company Company Influence of KMP1. Loan & Advances

– Given 645,274,763 300,031,980 – 31,211,412 976,518,155 – Returned 862,894,752 – – 39,710,608 902,605,360

2. Finance Income 21,293,180 – – – 21,293,180 3. Repair & Maintenance -Building 141,016 – – – 141,016 4. Sale of Development Rights – 127,776,000 – – 127,776,000 5. Dividend Income 11,500,000 11,500,000 6. Payment to KMP – – 1,820,000 – 1,820,000

The Breakup of the total minimal lease Rental Expenses/ Income as per " AS-19" March 31, 2012 is as follow:

A. Lease Rental Expenses :

B. Lease Rental Incomes:

Note 26 OPERATING LEASE

(Amount in Rs.)31 March, 2012 31 March, 2011

A) Not later than one year 10,533,536 4,165,455 B) Later than One year but not later than Five years 230,111,900 17,837,024 C) Later than Five Years – 3,973,243 Total 240,645,436 25,975,722

(Amount in Rs.)31 March, 2012 31 March, 2011


Note 27 CONTINGENT LIABILITIES & COMMITMENTSParticulars As at As at

31 March, 2012 31 March, 2011

1. Claims against the company not acknowledged as debt i. Income Tax Demand 49,548,000 48,338,000 ii. Sales Tax Demand 2,178,000 2,178,000 iii. Others – 17,170,000

2. Guarantee issued by the Banks on behalf of the Company 166,868,500 84,814,000 3. Corporate Guarantee given to Bank for providing secured loans/ BG's to related parties 193,408,000 305,508,000



There is a Business takeover of Project- Avenue - 71 from its subsidiary CHD Armaan Realtech Pvt. Ltd. the effective date of this transactionis April 01,2012.

Note 28 SUBSEQUENT EVENTS

Some of the Balances of the Debtors, Creditors, Advances and loan are Subject to Confirmation/ reconciliation.

Note 29

Previous year’s figures have been regrouped/rearranged, wherever necessary, to confirm this year's classifications.

Note 30







A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax & extraordinary Items 59,345,997 80,064,984 Adjustment to Depreciation 5,821,652 4,642,040 Loss on sale of Fixed Assets 624,272 159,821 Deffered employee compensation for issued ESOP 213,944 411,413 Interest on income tax (1,632,742) - Dividend Income (11,500,000) - Interest Paid 37,935,175 48,710,386 Interest Received (10,143,257) (6,833,524)Gain on sale of Mutual Fund (1,164,174) - Miscellaneous Expenditure W/off 81,416 20,236,286 81,416 47,171,552

79,582,283 127,236,536 Operating Profit before Working Capital Changes Adjustment For:- Increase/(decrease) in trade & other payables 753,345,125 75,555,545 Increase / (decrease) in provisions (8,368,204) (2,839,589)Decrease/(increase) in trade receivables (158,142,070) 57,095,191 Decrease/(increase) in inventories (354,803,984) 103,774,130 Decrease / (increase) in loans and advances & other current assets (99,413,169) (154,009,603)

132,617,698 79,575,674 Cash generated from Operations 212,199,981 206,812,210Direct Taxes paid (27,836,778) (3,440,074)Net Cash Flow from Operating Activities 184,363,203 203,372,136

B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets (35,465,891) (14,430,949)Proceeds from sale of fixed assets 1,867,000 801,200 Proceeds of non-current investments 20,170,100 1,500,000 Interest received 10,143,257 6,833,524 Gain on sale of Mutual Fund 1,164,174 - Net Cash Flow from Investing Activities (2,121,360) (5,296,225)

C. CASH FLOW FROM FINANCING ACTIVITIES Interest Paid (37,935,175) (48,710,386)Proceeds from issuance of share capital 493,838 776,288 Share Premium 1,366,356 1,398,928 Dividend & DDT Paid (13,211,360) - Repayment of long-term borrowings (19,804,078) (71,500,992)Net Cash Flow from Financing Activities (69,090,419) (118,036,162)Net Increase in Cash and Cash Equivalents 113,151,424 80,039,749 Cash/Cash Equivalents as at 01.04.2011(Opening Balance) 122,500,646 42,460,897 Cash/Cash Equivalents as at 31.03.2012 (Closing Balance) 235,652,070 122,500,646 Notes forming part of the financial statements 1 to 30

Cash Flow Statement for the year ended 31 March, 2012






Consolidated Auditors’ Report

To

The Board of Directors

CHD Developers Limited

1. We have audited the attached Consolidated Balance Sheet

of CHD Developers Limited (“the Company”) and its

subsidiaries (collectively referred as “the CHD Group”) as at

31st March, 2012, Consolidated Profit and Loss Account

and the Consolidated Cash Flow Statement for the year

ended on that date annexed thereto. These financial

statements are the responsibility of the Company’s

management and have been prepared by the management

on the basis of separate financial statements and other

financial information regarding components. Our

responsibility is to express an opinion on these financial

statements based on our audit.









and significant estimates made by the management, as well

as evaluating the overall consolidated financial statement

presentation. We believe that our audit provides a

reasonable basis for our opinion.

3. We report that the Consolidated Financial Statements have

been prepared by the Company’s management in

accordance with the requirements of Accounting Standard

(AS) 21- Consolidated Financial Statements, notified by

Companies (Accounting Standard) Rules, 2006, and on the

basis of the separate Audited Financial Statements of the

Company and its subsidiaries.

4. On the basis of the information and explanations given to

us and on the consideration of the separate audit reports on

individual Audited Financial Statements of the Company

and its subsidiaries, we are of the opinion that the attached

Consolidated Financial Statements give a true and fair view

in conformity with the accounting principles generally

accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the state

of affairs of the CHD Group as at 31 March, 2012;

(b) in the case of the Consolidated Profit and Loss Account, of

the profit of the CHD Group for the year ended on that

date; and

(c) in the case of Consolidated Cash Flow Statement, of the

Cash Flows of the CHD Group for the year ended on

that date.

For Mohan & Mohan



CA. Adarsh Mohan




Consolidated Balance Sheet as at 31 March, 2012 (Amount in Rs.)Particulars Notes As at As at

No. 31 March, 2012 31 March, 2011

A. EQUITY AND LIABILITIES 1. Shareholders’ Funds

a) Share Capital 2 227,184,572 226,690,734 b) Reserves and Surplus 3 587,373,017 553,291,872

814,557,589 779,982,606 2. Non-Current Liabilities

a) Long-Term Borrowings 4 288,773,652 308,887,006b) Deferred Tax Liabilities (net) 5 5,365,262 4,143,429c) Other long-term liabilities 6 51,551,630 37,069,755d) Long-term provisions 7 3,551,174 1,954,265

349,241,718 352,054,455 3. Current Liabilities

a) Short-term borrowings 8 – 8,255,126 b) Trade payables 9 161,578,919 34,898,338c) Other current liabilities 10 1,414,063,601 590,667,357d) Short-term provisions 7 49,222,221 45,266,502

1,624,864,741 679,087,323 Total 2,788,664,048 1,811,124,384

B. Assets 1. Non-Current Assets

a) Fixed Assets i) Tangible Assets 11 185,723,034 150,168,366 ii) Intangible Assets iii) Capital Work-in-Progress iv) Intangible assets under development

b) Non-Current Investments 12 2,629,890 33,201,040 c) Long-Term Loans and Advances 13 1,252,918 446,000 d) Trade Receivables 14 3,756,620 4,360,161e) Other Non-Current Assets 15 9,919,514 10,591,922

203,281,976 198,767,489 2. Current Assets

a) Current Investments – –b) Inventories 16 1,164,154,377 815,034,006c) Trade Receivables 14 309,354,790 151,212,720d) Cash and Bank Balances 17 267,566,839 140,755,550e) Short-term Loans and Advances 13 839,186,611 503,949,693f) Other Current Assets 15 5,119,455 1,404,926

2,585,382,072 1,612,356,895 Total 2,788,664,048 1,811,124,384

Notes forming part of the Consolidated Financial Statements 1 to 33






Consolidated Statement of Profit and Loss for the year ended 31 March, 2012 (Amount in Rs.)Particulars Notes Year ended Year ended

No. 31 March, 2012 31 March, 2011

INCOME

a) Revenue from Operations 18 1,563,528,494 1,376,137,410

b) Other Income 19 2,794,720 –

Total (A) 1,566,323,214 1,376,137,410

EXPENSES

a) Construction Expenses 20 1,197,593,622 982,205,727

b) Employee Benefits Expense 21 88,368,892 58,980,220

c) Other Expenses 22 160,210,263 186,938,975

d) Depreciation and amortization expense 23 7,222,741 5,097,812

e) Finance costs 24 38,340,368 48,340,097

Total (B) 1,491,735,886 1,281,562,831

Profit before tax (A-B) 74,587,328 94,574,579

Tax Expense

Income Tax 24,319,417 31,839,835

Wealth Tax 78,058 95,038

Deferred Tax 1,221,833 482,497

Total Tax Expense 25,619,308 32,417,370

Profit for the year from continuing operations 48,968,020 62,157,209

Earnings per equity share [nominal value of share Rs.2] 25

Basic

Computed on the basis of total profit for the year 0.43 0.55

Diluted

Computed on the basis of total profit for the year 0.43 0.55

Notes forming part of the Consolidated Financial Statements 1 to 33






Consolidated Note to Financial Statement for the year ended 31 March, 2012

Note 1 NOTES FORMING PART OF THE FINANCIAL STATEMENTS

A) Corporate InformationCHD Developers Limited ('the Company'), a public limited company, together with its subsidiaries (collectively referred to as the“CHD Group”) is a leading real estate developer engaged in the business of township and residential/commercial complexes. Theoperations of the company span all aspects of real estate development, from identification and acquisition of land, to planning,execution, construction and marketing projects.

B) Summary of Significant Accounting Policies1. Presentation and disclosure of financial statements

Change in accounting policyDuring the year ended 31 March, 2012, the revised schedule VI notified under the Companies Act. 1956, has become applicableto the company, for preparation and presentation of its financial statements. The adoption of revised schedule VI does notimpact recognition and measurement principles followed for preparation of financial statements. However, it has significantimpact on presentation and disclosures made in the financial statements. The company has also reclassified the previous yearsfigure in accordance with the requirement applicable in the current year.

2. Basis of Preparation of Financial Statements The financial statements of the company have been prepared in accordance with generally accepted accounting principles inIndia (GAAP). The company has prepared these financial statements to comply in all material respects with the AccountingStandards notified under the Companies (Accounting Standard) Rules 2006, (as amended) and the relevant provisions of theCompanies Act, 1956. The financial statements have been prepared on an accrual basis under the historical cost convention.

3. Use of EstimatesThe preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assetsand liabilities on the date of financial statements, disclosure regarding financial statements and reported amount of revenue andexpenses during the reported period. These estimates are based upon management’s knowledge of current events and actions.Actual results could differ from those estimates and differences, if any, are recognised in the period in which the results are known/materialised.

4. Principles of ConsolidationThe consolidated financial statements relate to CHD Developers Limited (“the Company”) and its subsidiary companies (collectivelyreferred to as “the CHD Group”). The consolidated financial statements have been prepared on the following basis:

a) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by addingtogether the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balancesand intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

b) The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisition of sharesin the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve, as the case may be.

c) The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its assets lessliabilities as of the date of disposal is recognized in the consolidated Profit and Loss Account, being the profit or loss ondisposal of investment in subsidiary.

d) Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the incomeof the group in order to arrive at the net income attributable to shareholders of the Company.

e) Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balancesheet separate from liabilities and the equity of the Company’s shareholders.

f) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactionsand other events in similar circumstances and are presented in the same manner as the Company’s separate financialstatements.

5. Fixed Assetsa) Valuation

Fixed assets are stated at cost (Gross Block) less accumulated depreciation. Cost comprises the purchase price and anyattributable cost of bringing the asset to its working condition for its intended use. (Depreciation on fixed assets is providedat the rates and in the manner prescribed in schedule XIV of the Companies Act, 1956)

Capital Work in Progress represents expenditure incurred in respect of Capital projects under development and are carriedat cost includes land, related acquisition expenses, development / construction costs, borrowing costs and other directexpenses, including advance to contractors and others.




b) DepreciationDepreciation on fixed assets has been provided on the basis of straight line method as per the rates prescribed in ScheduleXIV of the Companies Act, 1956.

6. InventoriesInventories comprise completed units for sale and property under construction (Work in progress): a. Completed unsold inventory is valued at lower of cost or net realisable value. Cost is determined by including cost of land,

materials, services and related overheads.

b. Work in progress is valued at cost. Cost comprises value of land (including development rights), materials, services andother overheads related to projects under construction.

7. Recognition of Income & Expenses:a) The revenue is recognised on the basis of ’Percentage of completion Method’ of accounting. Revenue is recognised, in

relation to sold areas only, on the basis of percentage of actual cost incurred thereon including land as against the totalestimated cost of the project under execution subject to such actual cost being 20% or more of the total estimated cost.The estimates of saleable area and costs are revised periodically by the management. The effect of such changes to estimatesis recognised in the period such changes are determined. However, the revenue, in respect of project undertaken beforeMarch 31, 2010 is accounted for or on the basis of actual receipts and instalment fallen due during the year towardsbooking of properties, subject to final adjustments on the completion of respective projects. However, change in thisaccounting policy doesn’t have any significant impact on the profitability of the company.

b) Further interest on delayed payments, if any, is accounted for on realisation due to uncertainties in recovery.

c) Cost of construction/development (including cost of land) incurred is charged to the profit & loss account in proportion toproject area sold. Adjustments if required are made on completion of the respective projects.

d) Interest and direct expenditure attributable to specific projects are capitalized in the cost of project, other interest andindirect costs are treated as 'Period Cost' and charged to Profit & Loss account in the year in which it is incurred.

e) Brokerage paid/ fallen due on Fixed Deposits is accounted during the year.

f) Municipal Taxes & Leave encashment are accounted for in the year of payment.

g) All other incomes and expenditures except mentioned above are accounted for on accrual basis.

8. Retirement Benefits to employeesCompany’s contribution to Provident Fund and ESIC charged to profit and loss account on the actual liability basis.

Provision for gratuity & Leave Encashment is determined on the actuarial valuation carried out at the balance sheet date inaccordance with transitional provision of revised AS-15.

9. TaxationIncome tax comprises current tax and deferred tax. Current tax is the amount payable as determined in accordance with theprovisions of Income Tax Act, 1961. Provision for Income Tax is made after taking into consideration benefits admissible underthe provisions of the Income Tax Act, 1961.Deferred tax resulting from timing difference between the book and the taxable profitsis accounted for using the tax rates and law that are enacted or substantively enacted as on the balance sheet date. Deferredtax assets are recognised only to the extent there is reasonable certainty that the asset can be realised in the future. However ifthere is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only if there isvirtual certainty of realisation of such assets. Deferred tax assets/liabilities are reviewed at each balance sheet date.

10. Investments Investments intended to be held for more than a year are classified as long term investments. All other investments are classifiedas current investments. Long term investments are stated at cost. However provision for diminution is made to recognize anydecline, other than temporary, in the value of investments. Current investments are stated at lower of cost or market value onan individual investment basis.

11. Foreign Currency TransactionTransaction in foreign currency is recorded at exchange rate prevailing on the date of transaction. Monetary assets and liabilitiesdenominated in foreign currency are translated at the exchange rate prevailing on the Balance sheet date and exchange differenceon translation of monetary assets and liabilities and resultant gain or loss is recognized in the Profit & loss account.

Non Monetary assets and liabilities are translated at the rate prevailing on the date of transaction.




12. Borrowing CostThe borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized as partof the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intendeduse. All other borrowing costs are charged to Profit & Loss account as an expense in the year in which they are incurred.

13. Impairment of Assets: The Company assesses at each balance sheet date whether there is any indication that an asset may suffer impairment loss. Ifany such indication exists, the Company estimates the recoverable amount of the asset or the recoverable amount of cashgenerating unit to which the assets belongs. Recoverable amount is the higher of an asset’s net selling price and value in use.In assessing value in use, the estimated future cash flow expected from the continuing use of the asset and from its disposal isdiscounted to their present value using a pre-discount rate that reflect the current market assessment of the time value of moneyand risk specific to the asset. In case recoverable amount is less than its carrying amount then its carrying amount is reduced toits recoverable amount. The reduction is treated as an impairment loss and is recognized in the Profit and Loss Account. If atthe Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists the recoverableamount is reassessed and the asset is reflected at the recoverable amount.

14. Provisions, Contingent Liabilities and Contingent Assets

A) Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation if: -

a) The Company has present obligation as a result of past event.

b) A probable outflow of resources is expected to settle the obligation and the amount of obligation can be reliably estimated.

Provisions are determined based on management estimates required to settle the obligation at the balance sheet date.These are reviewed at each balance sheet date and adjusted to reflect the current management estimates.

B) Reimbursement expected in respect of expenditure required to settle a provision is recognized only when it is virtually certainthat the reimbursement will be received.

C) Contingent Liability is disclosed in the case of:

a) A Present obligation arising from the past event, in case it is not probable that an outflow of resources will be required tosettle the obligation.

b) A Possible obligation, unless the probability of outflow of resources is remote.

D) Contingent Assets are neither recognized nor disclosed.

15. Employee Stock Compensation CostIn respect of stock options granted by the Company, the intrinsic value of the options (excess of market price of the share onthe date of grant over the exercise price of the option) is treated as deferred employee compensation cost and is amortized overthe vesting period on straight line basis in accordance with SEBI guidelines in this regard.

16. LeasesLease arrangements, where risks and rewards incident to ownership of an asset substantially vest with the lessor are recognizedas operating lease. Lease rentals in respect of operating lease arrangement are recognized as business income/expense in theprofit and loss account as and when due in accordance with the terms of the related agreement.

17. Earning per shareThe earnings considered in ascertaining the Company’s Earnings Per Share (EPS) comprises the net profit after tax (and includethe post tax effect of any extra ordinary items). The number of shares used in computing Basic EPS is the weighted averagenumber of shares outstanding during the period / year. The number of shares used in computing Diluted EPS comprises ofweighted average number of equity shares and dilutive potential equity shares outstanding during the period.

18. Segment Reporting Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of thesegment. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonablebasis, have been included under unallocated corporate expenditure.

19. Amalgamation Expenses Amalgamation expenses arising due to merger of Capital Homes Limited with the Company are being amortized over the periodof five years.

20. Cash and Cash EquivalentsThe company considers all highly liquid financial instruments, which are readily convertible into cash and have original maturitiesof three months or less from the date of purchase, to be cash equivalent.




31 March, 2012 31 March, 2011

Authorized shares 117,500,000 (31 March 2011: 117,500,000) Equity Shares of Rs.2/- each 235,000,000 235,000,000 Issued, subscribed and fully paid-up shares 113,592,286 (31 March 2011: 113,295,252) Equity Shares of Rs.2/- each fully Paid up 227,184,572 226,590,504 ESOP – 100,230 Total issued, subscribed and fully paid-up share capital 227,184,572 226,690,734

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period Equity shares

b. Terms/rights attached to equity shares i) The company has only one class of equity shares having a par value of Rs.2/- per share. Each holder of equity shares is entitled

to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board ofDirectors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March, 2012, the dividend recognized as distribution to equity shareholders is 5% of paid up value(31 March 2011 : 5%)

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of thecompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity sharesheld by the shareholders.

As per records of the company, including its register of shareholders/members and other declarations received from shareholdersregarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

d) Employee Stock Option Scheme: The Securities and Exchange Board of India (SEBI) has issued the Employees Stock Options Scheme and Employees Stock PurchaseScheme guidelines, 1999. In accordance with these guidelines, the excess of the market price of the underlying equity sharesas on the date of the grant of the options over the exercise price of the option, including upfront payments, if any, is to berecognized as an expense and amortized on a straight line basis over the vesting period.

Note 2 SHARE CAPITAL



At the beginning of the year 113,295,252 226,590,504 112,919,664 225,839,328 Issued during the year-ESOP 297,034 594,068 375,588 751,176 Outstanding at the end of the year 113,592,286 227,184,572 113,295,252 226,590,504

c. Details of shareholders holding more than 5% shares in the company(Amount in Rs.)

Particulars As at 31 March, 2012 As at 31 March, 2011No. of Shares % holding No. of Shares % holding

Equity shares of Rs.2 each fully paid R.K. Mittal 21,583,550 19.00% 21,583,550 19.05%Gaurav Mittal 12,377,200 10.90% 12,377,200 10.92%Ruchie Mittal 13,500,000 11.88% 13,500,000 11.92%Anchal Mittal 6,060,000 5.33% 6,060,000 5.35%Radha Mittal 5,739,950 5.05% 5,739,950 5.07%T.K.Professionals Pvt. Ltd. 14,005,219 12.33% 15,266,722 13.48%Capital Institute of Competition Training Private Limited 5,883,806 5.18% – –



Details of options offered, granted, lapsed, vested and exercised are given below

Note 2 SHARE CAPITAL (Contd.)

a) Total options offered The Company had not offered new options during the year b) Options granted The ESOP Scheme has been completed

and hence no new options were granted during the year. c) The Pricing formula Rs. 2/- (face value of equity shares) d) Options vested 2,97,034e) Options exercised 2,97,034f) Total No. of shares arising as a result of exercise of Options 2,97,034g) Options lapsed Nilh) Variation of terms of Options Nili) Money realized by exercisable Options (Amt. in Rs.) 594068j) Total No. of Options in force Nil


31 March, 2012 31 March, 2011

General Reserve As per last Balance Sheet 50,000 50,000 Addition during the year 4,224,586 –Closing Balance 4,274,586 50,000 Capital Reserve 34,871,155 34,871,155 Securities Premium As per last Balance Sheet 164,196,240 162,797,312 Addition on ESOP exercised 1,366,356 1,398,928 Closing Balance 165,562,596 164,196,240 Forfeiture of Advance against share warrant & ESOP 40,055,692 40,055,692 Employee Stock Option Outstanding As per last Balance Sheet 1,152,412 2,304,825 Less: Deferred Stock option outstanding (1,152,412) (1,152,413)Net Employee stock option outstanding – 1,152,412

Profit and Loss Account As per last Balance Sheet 312,966,373 264,020,523 Profit for the year 48,968,020 62,157,209 Gross surplus in the statement of profit and loss 361,934,393 326,177,732 Less: Appropriations:

Provision for Equity final Dividend 11,359,229 11,329,525 Dividend Distribution Tax 1,865,588 1,881,834 P.Y. Income Tax Adjustment 1,876,002 –Transfer to General Reserve 4,224,586 –

Net surplus in the statement of profit and loss 342,608,988 312,966,373 Total Reserves and Surplus 587,373,017 553,291,872

Note 3 RESERVES AND SURPLUS

Reserves and surplus consist of the following reserves:



Note 4 LONG-TERM BORROWINGS

Long-term borrowing consist of the following: (Amount in Rs.)Particulars Non-current portion Current maturities


SECURED LOANS A) Vehicle Loans 1,796,144 4,555,534 3,443,987 4,281,898 B) Term Loans

i) Bank of Baroda Term Loan 130,000,000 140,637,515 10,637,515 111,242,485 ii) HUDCO Term Loan – 89,009,594 89,009,594 109,964,769 iii) Term Loans/ Overdraft from Axis Bank Ltd. 27,529,508 53,858,363 26,328,855 3,372,918 iv) Money matter Financial Services Ltd. 105,000,000 – 131,888,474 –

UNSECURED LOAN A) Deposits

– From Public 18,055,000 20,299,000 164,259,000 127,713,000 – From Shareholders 4,293,000 527,000 69,302,000 34,922,000

B) Others 2,100,000 – 5,738,000 1,755,593 288,773,652 308,887,006 500,607,425 393,252,663

The above amount includes Secured borrowings 264,325,652 288,061,006 261,308,425 228,862,070 Unsecured borrowings 24,448,000 20,826,000 239,299,000 164,390,593 Amount disclosed under the head “Other Current Liabilities” (Note 10) – – (500,607,425) (393,252,663)Net amount 288,773,652 308,887,006 – –

DETAIL OF SECURITIES & TERM OF REPAYMENT

Secured Loan A) Vehicle Loan i) Axis Bank

a) Secured by way of hypothecation of vehicle. The loan @10.25% is repayable in 36 equal monthly installments of Rs. 44,248/.The outstanding installment w.r.t. balance sheet date is 3 installments.

b) Secured by way of hypothecation of vehicle. The loan @ 11% is repayable in 36 equal monthly installments of Rs. 8,839/.The outstanding installment w.r.t. balance sheet date is 4 installments.

ii) HDFC Bank Secured by way of hypothecation of vehicle. The loan @ 8.30% is repayable in 36 equal monthly installments of Rs. 31,475/-.The outstanding installment w.r.t. balance sheet date is 7 installments.

iii) ICICI Bank a) Secured by way of hypothecation of vehicle. The loan @10.50% is repayable in 36 equal monthly installments of Rs. 12,888/.

The outstanding installment w.r.t. balance sheet date is 15 installments.

b) Secured by way of hypothecation of vehicle. The loan @ 11.24% is repayable in 36 equal monthly installments of Rs. 23,045/-. The outstanding installment w.r.t. balance sheet date is 30 installments.

c) Secured by way of hypothecation of vehicle. The loan @ 11.00% is repayable in 36 equal monthly installments of Rs. 17,352/- . The outstanding installment w.r.t. balance sheet date is 18 installments.

d) Secured by way of hypothecation of vehicle . The loan @ 8.26% is repayable in 36 equal monthly installment of Rs.2,18,680/-each. The outstanding installment w.r.t. balance sheet date is 18 installments.

iv) Kotak Mahindra Prime Ltd. Secured by way of hypothecation of vehicle. The loan @10.75% is repayable in 35 equal monthly installments of Rs. 30,714/.The outstanding installment w.r.t. balance sheet date is 4 installments.

v) Reliance Capital Secured by way of hypothecation of vehicle. The loan @ 16.00% is repayable in 35 equal monthly installments of Rs. 29,400/.The outstanding installment w.r.t. balance sheet date is 1 installments.



Note 4 LONG-TERM BORROWINGS (Contd.)

B) TERM LOAN i) Bank of Baroda

a) Secured by equitable mortgage of Land & Buildings at Vrindavan,UP and personal guarantee of two directors. The loan @18.00 % is repayable in 16 equal quarterly installments of Rs.53,12,000/- each. The outstanding installment w.r.t. balancesheet date is 2 installments.

b) Secured against equitable mortgage of land and building situated at Sector-71, Gurgaon, Fixed Deposit with Bank ofBaroda of Rs. 95,60,800/- & Directors personal guarantee. The outstanding Balance as on 31.03.2012 is Rs.13,00,00,000/-only. The interest of 15% p.a. is applicable on the said loan.

ii) HUDCO Secured by registered mortgage of project land at Village Uchana, Sector-45, Karnal and personal guarantee of two directors.The loan @ 15.25% is repayable in 12 equal quarterly installments of Rs.2,68,00,000/- The outstanding installment w.r.t.balance sheet date is 3 installments.

iii) Axis Bank a) Secured by equitable mortgage of part of Land & Building at Vikaspuri, New Delhi and personal guarantee of two directors.

The loan @ 14.50 % is repayable in 80 equal monthly installments of Rs.2,05,050/- The outstanding installment w.r.t.balance sheet date is 41 installments.

b) Secured by equitable mortgage of part of Land & Building at Vikaspuri, New Delhi and personal guarantee of two directors.The loan @ 14.50% is repayable in 96 equal monthly installments of Rs.1,47,210/- The outstanding installment w.r.t.balance sheet date is 57 installments.

c) Secured by equitable mortgage of part of Land & Building at Vikaspuri, New Delhi and personal guarantee of two directors.The loan @ 14.50% is repayable in 96 equal monthly installments of Rs.1,40,500/- The outstanding installment w.r.t.balance sheet date is 57 installments.

d) Secured by equitable mortgage of part of Land & Building at Vikaspuri, New Delhi and personal guarantee of two directors.The loan @ 14.50% is repayable in 75 equal monthly installments of Rs.6,03,565/- The outstanding installment w.r.t.balance sheet date is 36 installments.

iv) Money Matters Financial Services Ltd. Secured by equitable mortgage of project land at Village Uchana, Sector-45, Karnal and personal guarantee of two directors.The loan @ 20.25% is repayable in 8 quarterly installments. First installment is of Rs. 1,00,00,000/- , second installment is ofRs. 3,00,00,000/- and balance 6 installments are of Rs. 3,50,00,000/- each. The outstanding installment w.r.t. balance sheetdate is 7 installments.

Unsecured Loan

DEPOSITS

a) The details of Interest on deposits are as follow:

Particulars Interest RatePublic Shareholders

Repayable after 6 month 10.50% 11%Repayable after 1 year 12% 12%Repayable after 2 year 12.25% 12.25%Repayable after 3 year 12.50% 12.50%

b) The maturity pattern of the Deposits is as follow: (Amount in Rs.)Particulars F.Y. 2012-13 F.Y. 2013-14 F.Y. 2014-15 Total

Public Deposits 160,935,000 12,053,000 6,605,000 179,593,000 Shareholders Deposits 71,710,000 1,617,000 2,989,000 76,316,000 Total 232,645,000 13,670,000 9,594,000 255,909,000



Deferred Tax Liability for the period ended March 31, 2012 has been provided on the estimated tax computation for the year.

Major components of deferred tax liabilities arising on account of timing differences are : (Amount in Rs.)


Deferred Tax Liability Depreciation 5,365,262 4,143,429 Total 5,365,262 4,143,429

Note 5 DEFERRED TAX LIABILITY

Note 6 OTHER LONG-TERM LIABILITIES

a) Security Refundable 50,836,103 37,069,755 b) Others 715,527 –Total 51,551,630 37,069,755

Particulars Long Term Short TermAs at As at As at As at


Provision for employee benefit Provision for Gratuity 2,544,915 1,385,187 37,259 21,101 Provision for Leave Encashment 1,006,259 569,078 46,150 25,721 Other Provisions Provisions for Income Tax – – 24,319,417 31,839,835 Provision for Wealth Tax – – 78,058 95,038 Proposed Dividend – – 22,859,229 11,329,525 Dividend Distribution Tax – – 1,865,588 1,881,834 Others – – 16,520 73,448 Total 3,551,174 1,954,265 49,222,221 45,266,502


Other borrowings – 8,255,126 Total – 8,255,126

Note 9 TRADE PAYABLES

1) Micro, Small and Medium Enterprises* – –2) Trade Payable 161,578,919 34,898,338 Total 161,578,919 34,898,338

* The company has not received any information from its suppliers/ parties regarding the applicability of Micro, Small and MediumEnterprises Development Act, 2006. Hence the information about Micro, Small and Medium Enterprises and other disclosures, ifany relating to amounts unpaid as on March 31, 2012 together with interest paid/ payable as required under Micro, Small andMedium Enterprises Development Act, 2006 is not given.

Note 8 SHORT-TERM BORROWINGS

Note 7 PROVISIONS





Long Term, Unquoted investments In Equity Shares of Associate Companies :CHD Agro Products Pvt. Ltd. ( Holding 49.99%) 4,999 49,990 4,999 49,990 CHD Hospitality Pvt. Ltd. (Holding 49.90%) 4,990 49,900 – – Empire Realtech Pvt. Ltd. (Holding 30%) 3,000 30,000 – – Share Application Money (Others) – 2,500,000 – 33,151,050 Total 2,629,890 33,201,040

Note 12 NON-CURRENT INVESTMENTS

Note 11 FIXED ASSETS

Statement of Fixed Assets as on 31st March, 2012 as per Companies Act, 1956 (Amount in Rs.)Gross Block Depreciation Net Block

Particulars As on Addition Sale/ As on As on For the Sale/ As on As on As on

01.04.2011 Adjustment 31.03.2012 01.04.2011 Period Adjustment 31.03.2012 31.03.2012 31.03.2011

Building 99,611,193 14,741,999 – 114,353,192 3,274,735 572 – 3,275,307 111,077,885 96,336,458

Computer Software 1,064,151 1,600,128 – 2,664,279 429,296 278,907 – 708,203 1,956,076 634,855

Furniture & Fixture 14,293,963 19,308,867 – 33,602,830 4,431,209 1,449,781 – 5,880,990 27,721,840 9,862,754

Office Equipment & Machinery 13,358,871 5,077,240 – 18,436,111 3,778,660 1,660,220 – 5,438,880 12,997,231 9,580,211

Plant & Machinery 13,348,685 3,517,772 – 16,866,457 4,428,250 754,885 – 5,183,135 11,683,322 8,920,435

Vehicles 32,833,028 892,716 5,020,141 28,705,603 7,999,375 2,948,417 2,528,869 8,418,923 20,286,680 24,833,653

Grand Total 174,509,891 45,138,722 5,020,141 214,628,472 24,341,525 7,092,782 2,528,869 28,905,438 185,723,034 150,168,366

Previous Year 151,714,940 24,258,742 1,463,791 174,509,891 19,868,034 4,976,261 502,770 24,341,525 150,168,366 131,846,906



Security Refundable Unsecured considered good 1,245,918 446,000 3,006,961 2,149,437 Loan and advances to related parties Unsecured considered good – – 335,695,052 33,476,448 Advances recoverable in cash or kind Unsecured considered good 7,000 – 499,608,913 467,911,236 Advance to employees – – 875,685 412,572 Total 1,252,918 446,000 839,186,611 503,949,693


31 March, 2012 31 March, 2011

1) Current maturities of Long Term Borrowings (Note 4) 500,607,425 393,252,663 2) Security Deposit (Refundable) 32,755,693 11,589,446 3) Advance Against Project 391,283,236 63,320,422 4) Interest accrued on Term Loan and Deposits 12,256,063 10,905,428 5) Unpaid Dividend 124,822 124,822 6) Other Expenses Payable* 477,036,362 111,474,576

Total 1,414,063,601 590,667,357

* Includes expenses payable, retention payable, development charges, land payments & duties & taxes.

Note 10 OTHER CURRENT LIABILITIES

Note 13 LOANS AND ADVANCES



Note 14 TRADE RECEIVABLES (Amount in Rs.)Particulars Non-current Current


Unsecured, considered good Over six months 3,756,620 4,360,161 20,915,408 37,803,180 Others – – 288,439,382 113,409,540 Total 3,756,620 4,360,161 309,354,790 151,212,720



Non-current Deposits with banks (Note 17) 9,760,800 10,552,277 – –Interest accrued on fixed deposits 133,459 – 4,607,758 1,053,504 Unamortized expenditure Misc. Exp. 25,255 39,645 2,172 101,580 Others – – 509,525 249,842 Total 9,919,514 10,591,922 5,119,455 1,404,926



Dues from officers – – 875,685 412,572

a) Loans and advances due by directors or other officers, etc.


Work in progress* 1,049,249,663 699,551,443 Finished stock (Unit in hand)* 114,904,714 115,482,563 Total 1,164,154,377 815,034,006

*Valued at lower of cost or net realizable value as certified by management



Cash and Cash equivalents a) Balances with banks – – 178,197,568 69,843,953 b) Unpaid dividend account – – 124,822 124,822 c) Cash on hand – – 11,710,163 4,666,411

– – 190,032,553 74,635,186 Other Bank Balances FDR with Banks 9,760,800 10,552,277 77,534,286 66,120,364

9,760,800 10,552,277 77,534,286 66,120,364 Amount disclosed under "other assets" (Note 15) (9,760,800) (10,552,277) – –Net Amount – – 267,566,839 140,755,550

Note 15 OTHER ASSETS

Note 16 INVENTORIES (Amount in Rs.)

Note 17 CASH AND BANK BALANCES



1) Reconciliation of opening and closing balance of benefit obligation


Benefit obligation at the beginning of year 1,464,462 1,241,008 610,799 –Current Service Cost 883,109 526,717 518,685 606,413 Interest Cost 124,486 99,281 51,917 –Actuarial (gain) / Loss 252,731 (171,937) 339,628 4,386 Benefits paid (142,704) – (468,620) –Defined Benefit obligation at year end 2,582,084 1,695,069 1,052,409 610,799

Note 18 REVENUE FROM OPERATIONS (Amount in Rs.)Partriculars 2011-12 2010-11

Sales 1,531,253,935 1,332,650,866 Other Revenue 22,149,944 37,055,668 Interest income 10,124,615 6,833,524 Increase/(Decrease) in Stock – (402,648)Revenue from operations (net) 1,563,528,494 1,376,137,410

Note 19 OTHER INCOMEGain on sale of Mutual fund 2,794,720 –Total 2,794,720 –

Note 20 CONSTRUCTION EXPENSESInventory at the beginning of the year 815,034,006 720,089,361 Add: Addition during the year 1,546,713,992 1,077,150,372 Inventory at the end of the year 1,164,154,377 815,034,006 Construction Expenses 1,197,593,622 982,205,727

Note 21 EMPLOYEE BENEFIT EXPENSESSalaries, wages and bonus 85,333,096 53,525,293 Contribution to PF & Other Funds 1,581,646 1,146,347 Employee compensation exp 320,992 1,810,341 Staff welfare expenses 1,133,158 2,498,239 Total 88,368,892 58,980,220

Employer's Contribution to Provident Fund 1,246,726 757,059 Employer's Contribution to ESI 147,049 135,837

a) As per Accounting Standard 15 "Employee Benefits", the disclosures as defined in the Accounting Standard are given below :

Contribution Plans Contribution to Contribution Plans, recognized as expense for the year is as under :

Benefit Plans The present value of obligation is determined based on actuarial valuation useing the projected unit credit (PUC) actuarial method toassess the plan's liabilities on exit of employees due to retirement, death-in-service and withdrawal, and also compensated absence whilein service.

Under the PUC method a projected accrued benefit is calculated at the beginning of the period and again at the end of the periodfor each benefit that will accrue for all active member of the plan. The projected accrued benefit is based on the plan accrual formulaand upon service as of the beginning or end of period, but using member's final compensation, projected to the age at which theemployee is assumed to leave active service. The plan liability is the actuarial present value of the projected accrued benefits as of thebeginning and end of the period for active members including availment, encashment while in service.



Note 21 EMPLOYEE BENEFIT EXPENSES (Contd.)

2) Reconciliation of opening and closing balance of Fair value of Plan Assets


Fair value of Plan Assets at beginning of year – – – – Expected return of plan assets – – – – Actuarial (gain) / Loss – – – – Employer contribution – – – – Benefits paid – – – – Fair value of Plan Assets of year end – – – – Actual results on plan assets – – – –

3) Reconciliation of opening and closing balance of Assets and obligations


Fair value of Plan Assets – – – –Funded Status (2,582,174) (1,695,069) (1,052,409) (610,799)Net asset/(liability) recognized in balance sheet (2,582,174) (1,695,069) (1,052,409) (610,799)

4) Expenses recognized during the year


Current Service Cost 883,109 526,717 518,685 606,413 Interest Cost 124,486 99,281 51,917 –Expected return on Plan assets – – – –Actuarial (gain) loss 252,731 (171,937) 339,628 4,386 Expenses recognized in the statement of profit & losses 1,260,326 454,061 910,230 610,799

5) Actuarial assumptions

a) Economic AssumptionsThe principal assumptions are the discount rate & salary growth rate. The discount rate is generally based upon the market yieldsavailable on Government bonds at the accounting date with a term that matches that of the liabilities & the salary growth rat



Discounted Rate 8.50 8.00 8.50 8.00 Future salary Increase 6.00 5.50 6.00 5.50 Expected Rate of return on plan assets – – – –

b) Demographic Assumption


Retirement Age (Years) 60 60 60 60Mortality Table Ages Withdrawal Withdrawal Withdrawal Withdrawal

Rate (%) Rate (%) Rate (%) Rate (%) Upto 30 years 3.00 3.00 3.00 3.00From 31 to 44 years 2.00 2.00 2.00 2.00Above 44 Years 1.00 1.00 1.00 1.00

LIC (1994-96) LIC (1994-96)



a) Foreign Currency TransactionThe detail of Foreign Currency transactions are as under:


Advertisement Expenses 31,391,586 39,736,968 Audit Fees 93,486 70,920 Bank charges 1,405,037 673,104 Commission Paid 45,381,615 78,078,084 Consumption of Provisions – 6,680,193 Donation 239,550 11,000 General Expenses 9,256,681 4,885,873 Housekeeping Exp. 4,118,834 2,183,988 Interest on IBMS 1,543,531 –Internal Audit Fee 370,788 330,900 Legal & Professional Expenses 21,746,061 12,346,566 Loss on Sale of Fixed Assets 624,272 159,821 Membership & Subscription 827,235 258,572 News Papers & Periodicals 42,209 63,859 Postage & Telephone Charges 9,283,975 6,729,298 Power Fuel & Water 3,392,476 3,741,920 Printing & Stationery 2,316,241 2,906,378 Rent Rates & taxes 12,717,370 6,233,351 Repair & Maintenance – Building 77,217 19,495 – Others 1,332,447 830,850 – Plant & Machinery 2,174,303 3,728,074 – Vehicles 908,561 2,540,746 Sales Promotion 4,311,274 11,575,834 Traveling Expenses 6,655,514 3,153,181 Total 160,210,263 186,938,975

(Amount in Rs.)2011-12 2010-11

a) Travelling Expenses 1,090,822 1,493,674 b) Consultancy Fees 5,052,969 –Total 6,143,791 1,493,674

b) Payment to auditor2011-12 2010-11

As auditor: Audit fee 93,486 70,920 Total 93,486 70,920

Note 23 DEPRECIATION AND AMORTIZATION EXPENSEDepreciation of tangible assets 7,092,782 4,976,262 Miscellaneous expenses w-off 129,959 121,550 Total 7,222,741 5,097,812

Note 24 FINANCE COSTSInterest Expenses 38,340,368 48,340,097 Total 38,340,368 48,340,097

Note 22 OTHER EXPENSES



(Amount in Rs.)As at As at

31 March, 2012 31 March, 2011

Total operations for the year Net profit/(loss) for calculation of basic EPS 48,968,020 62,157,209 Weighted average number of equity shares outstanding – Basic EPS 113,425,103 113,295,252 – Diluted EPS 113,425,103 113,295,252 Nominal value per equity share : Rs. 2 Earning per share – Basic EPS 0.43 0.55– Diluted EPS 0.43 0.55

The company has a single segment namely "Real Estate ". Therefore, the company's Business does not fall under different businesssegments defined by AS-17- "Segmental Reporting" issued by ICAI.

Note 26 SEGMENT REPORTING

As per Accounting Standard 18, "Related Party Disclosures, the disclosure of transactions with the related parties are given below :

i) List of Related parties where control exists and related parties with whom transactions have taken place and relationships :

Note 27 RELATED PARTIES DISCLOSURES

Related Parties Nature of RelationshipCHD Saaswork Software Pvt. Ltd. Capital Institute of Competition Training Pvt. Ltd. Significant Influence of KMPAadyant Education Pvt. Ltd Manohar Memorial Educational Society CHD Hospitality Pvt. Ltd. CHD Agro Products Pvt. Ltd. AssociatesEmpire Realtech Pvt. Ltd. R. K. Mittal Key Managerial PersonnelGaurav Mittal

ii) Transactions during the year with the related parties : (Amount in Rs.)Nature of Transactions Associate Key Management Significanat Total

Personnel Influence of KMP1. Loan & Advances

– Given 300,031,980 – 31,211,412 331,243,392 – Returned – – 39,710,608 39,710,608

2. Sale of Development Rights 127,776,000 – – 127,776,000 3. Payment to KMP – 4,270,000 – 4,270,000

Note 28 THE SUBSIDIARY COMPANIES CONSIDERED IN THE CONSOLIDATED FINANCIAL STATEMENTS ARE:

Name of the Subsidiary Proportion of ownershipinterest

1. CHD Retirement Township Pvt. Ltd. 100%2. Golden Infracon Pvt. Ltd. 100%3. Horizon Realtech Pvt. Ltd 100%4. CHD Armaan Realtech Pvt. Ltd. 100%5. CHD Energy Pvt. Ltd. 100%6. CHD Facility Management Pvt. Ltd. 100%7. Divine Townships Pvt. Ltd. 100%8. CHD Blueberry Realtech Pvt. Ltd. 100%9. CHD Elite Realtech Pvt. Ltd. 100%

Note 25 EARNINGS PER SHARE (EPS)



Note 29 OPERATING LEASE

There is a Business takeover of Project- Avenue - 71 from its subsidiary CHD Armaan Realtech Pvt. Ltd. the effective date of this transactionis April 01,2012.

Note 31 SUBSEQUENT EVENTS

Some of the Balances of the Debtors, Creditors, Advances and loan are Subject to Confirmation/ reconciliation.

Note 32

Previous year’s figures have been regrouped/rearranged, wherever necessary, to confirm this year's classifications.

Note 33





The Breakup of the total minimal lease Rental Expenses/ Income as per " AS-19" March 31, 2012 is as follow:

A. Lease Rental Expenses :Particulars 2011-12 2010-11


B. Lease Rental Income :

Particulars 2011-12 2010-11A) Not later than one year 9,028,500 4,649,219 B) Later than One year but not later than Five years 19,020,500 15,173,520 C) Later than Five Years - 12,938,877 Total 28,049,000 32,761,616

As at As at31 March, 2012 31 March, 2011

1. Claims against the company not acknowledged as debt i. Income Tax Demand 49,548,000 48,338,000 ii Sales Tax Demand 2,178,000 2,178,000 iii. Others – 53,234,000

2. Guarantee issued by the Banks on behalf of the Group 178,276,500 138,522,000 3. Corporate Guarantee given to Bank for providing secured loans/ Bank Guarantees 32,000,000 305,508,000

Note 30 CONTINGENT LIABILITIES & COMMITMENTS



A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax & extraordinary Items 74,587,328 94,574,577 Adjustment to Depreciation 7,222,741 5,097,811 Loss on sale of Fixed Assets 624,272 159,821 Deferred employee compensation for issued ESOP 213,944 411,413 Interest on income tax (1,876,002) - Interest Paid 38,340,368 49,013,201 Interest Received (10,124,615) 7,801,164Gain on sale of Mutual Fund (1,164,174) –

33,236,534 46,881,082 107,823,862 141,455,659

Operating Profit before Working Capital Changes Adjustment For:Movements in working capital : Increase/(decrease) in trade & other payables 964,558,700 204,076,579 Increase / (decrease) in provisions 1,576,568 (980,592)Decrease/(increase) in trade receivables (157,538,529) (4,809,912)Decrease/(increase) in inventories (349,120,371) (94,944,645)Decrease / (increase) in loans and advances & other assets (324,082,271) (232,898,197)

135,394,097 (129,556,767)Cash generated from Operations 243,217,959 11,898,892 Direct Taxes paid (36,934,873) (8,440,076)Net Cash Flow from Operating Activities 206,283,086 3,458,816

B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets (45,138,722) (24,258,742)Proceeds from sale of fixed assets 1,867,000 801,200 Proceeds of investments 30,571,150 (5,601,050)Interest received 10,124,615 7,801,164 Gain on sale of Mutual Fund 1,164,174 –Net Cash Flow from Investing Activities (1,411,783) (21,257,428)

C. CASH FLOW FROM FINANCING ACTIVITIES Interest Paid (38,340,368) (49,013,201)Proceeds from issuance of share capital 493,838 776,288 Share Premium 1,366,356 1,398,928 Dividend & DDT Paid (13,211,360) –Proceeds/ (Repayment) of borrowings (28,368,480) 159,938,435

Net Cash Flow from Financing Activities (78,060,014) 113,100,450 Net Increase in Cash and Cash Equivalents 126,811,289 95,301,838 Cash/Cash Equivalents as at 01.04.2011(Opening Balance) 140,755,550 45,453,712 Cash/Cash Equivalents as at 31.03.2012 (Closing Balance) 267,566,839 140,755,550

Notes forming part of Consolidated Financial Statements 1 to 33

Consolidated Cash Flow Statement for the year ended 31 March, 2012






For and on behalf of the Board of Directors

R. K. Mittal Gaurav MittalChairman Managing Director

Place : New Delhi Sunil Jindal Ritu GoyalDated : June 10, 2012 Chief Financial Officer Company Secretary

CHD CHD CHD CHD CHD

Particulars Facility Golden Divine Horizon Retirement Armaan Blueberry CHD Elite energy

Sl. Management Infracon Townships Realtech Townships Realtech Realtech Realtech Pvt. Ltd.

No. Pvt. Ltd. Pvt. Ltd. Pvt. Ltd. Pvt. Ltd. Pvt. Ltd. Pvt. Ltd. Pvt. Ltd Pvt. Ltd.

1. Financial Year ending date 31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2012

2. Paid up Share Capital 100,000 100,000 100,000 100,000 100,000 1,000,000 100,000 100,000 100,000

3. Reserves & Surplus (3,021,373) (60,730) (56,892) (55,834) (47,429) 18,056,520 (33,044) (15,158) (36,835)

4. Total Assets 51,216,177 3,432,638 45,468 46,526 54,931 542,521,820 156,274,816 20,087,202 65,525

5. Total Liabilities 51,216,177 3,432,638 45,468 46,526 54,931 542,521,820 156,274,816 20,087,202 65,525

6. Details of Investment

(except in case of

investment in subsidiary

companies)

a) Shares 2,500,000 – – – – – – – –

b) Mutual Funds – – – – – – – – –

Total of Investment 2,500,000 – – – – – – – –

7. Turnover

(including other income) 12,390,097 – – – – 885,432,639 – – –

8. Profit before Tax (794,412) (12,711) (12,265) (13,059) (14,398) 30,958,299 (20,716) (8,440) (36,835)

9. Provision for Current &

Deferred Tax 34,312 – – – – 9,835,368 – – –

10. Profit after Tax (828,724) (12,711) (12,265) (13,059) (14,398) 21,122,931 (20,716) (8,440) (36,835)

11. Proposed Dividend – – – – – 11,500,000 – – –

Statement Pursuant to Section 212 of the Companies Act, 1956

Financial details of Subsidiary Companies for the year ended on 31st March, 2012

Section 212

CHD DEVELOPERS LIMITEDSF-16-17, 1st Floor, Madame Bhikaji Cama Bhawan, Bhikaji Cama Place, New Delhi-110066

NOTICE

Notice is hereby given that the Twenty Second Annual General

Meeting of the Members of CHD Developers Limited will be held

at Aadyant School, Plot No. 10-11, Nelson Mandela Road,

Vasant Kunj, New Delhi-110070 on Saturday, September 29,

2012 at 10:00 A.M. to transact the following businesses:

Ordinary Business:

1. To receive, consider and adopt the Balance Sheet as at March

31, 2012 and the Profit and Loss Account for the year

ending on that date along with report of Board of Directors’

and Auditors’ Report thereon.

2. To declare dividend on equity shares for the financial year

ended March 31, 2012

3. To appoint a Director in place of Mr. M. S. Kapur, who retires

by rotation and being eligible, offers himself for

reappointment.

4. To consider and if thought fit, to pass with or without

modification(s), the following resolution as an ordinary

resolution:

“RESOLVED THAT M/s Mohan & Mohan, Chartered

Accountants, the retiring auditors of the Company be and

are hereby reappointed as the auditors of the Company to

hold office from the conclusion of this Annual General

Meeting until the conclusion of next Annual General

Meeting on a remuneration as may be fixed by Board of

Directors of the Company.”

M/s Mohan & Mohan, Chartered Accountants have

furnished a Certificate to the effect that their reappointment,

if made, shall be within the limits set out in section 224(1B)

of the Companies Act, 1956.





NOTES1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT A PROXY (IES) TO

ATTEND AND VOTE INSTEAD OF HIM SELF/ HER SELF AND

THE PROXY (IES) NEED NOT BE A MEMBER OF THE

COMPANY. PROXY (IES) IN ORDER TO BE EFFECTIVE MUST

BE SIGNED, STAMPED AND DEPOSITED AT THE REGISTERED

OFFICE OF THE COMPANY NOT LESS THAN 48 (FORTY

EIGHT) HOURS BEFORE THE COMMENCEMENT OF THE

MEETING. BLANK PROXY FORM IS ANNEXED HERETO.

2. The Register of Members and the Share Transfer Books of

the Company shall remain closed from Monday, September

24, 2012 to Saturday, September 29, 2012 (both days

inclusive).

3. The dividend on equity shares as recommended by Board of

Directors for the year ended March 31, 2012, if declared, at

the Annual General Meeting, will be paid to the members

whose name appear:-

i. As beneficial owner as per list to be furnished by the

Depositories in respect of the shares held in demat form

and

ii. As members on the Register of Members of the

Company as on September 29, 2012 after giving effect

to all valid share transfers in physical form which would

be received by the Company up to close of the business

hours on September 23, 2012

4. Shareholders are requested to note that no claims shall lie

against the Company or the investor education and

protection fund in respect of any amounts which will remain

unclaimed and unpaid for a period of seven years from the

dates that they first became due for payment and no

payment shall be made in respect of any such claims.

5. Members who hold shares in dematerialised form may kindly

note that their bank account details, as furnished by their

depositories to the Company, will be printed on their

dividend warrants as per the applicable provisions of the

depositories and the Company will not entertain any direct

request from such members for deletion of or making

changes in such banking account details. Further,

instructions, if any, already given by the member in respect

of shares held in physical form will not be automatically

applicable to shares held by them in electronic form.

Members who wish to change such bank account details are

therefore requested to advise their depository participants

about such change with complete details of bank account.

6. Members are requested to notify any changes in their

address among others while quoting their folio no.(s) to the

Registrar & Share Transfer Agents at the following address,

at the earliest to avoid inconvenience at a later stage :

Skyline Financial Services Private Limited



7. Members are requested to bring their copy of the Annual

Report to the venue of the meeting.

8. Members desiring any information on accounts of the

Company are requested to write to the Company at least

one week before the meeting so as to enable the

management to keep the information ready. Replies will be

provided only at the meeting.

9. Shareholders are eligible to file their nominations against

their shareholding. Nomination form(s) are available at the

Registered Office of the Company at SF-16-17, 1st Floor,

Madame Bhikaji Cama Bhawan, 11, Bhikaji Cama Place, New

Delhi-110066. Those interested in getting the facility of

nomination may write to the Company Secretary of the

Company for a copy of the prescribed nomination form.

10. The Ministry of Corporate Affairs has taken a "Green Initiative

in Corporate Governance" by allowing paperless compliances

by companies through electronic mode. We propose to send

future communication, including Notice of Annual General

Meeting and Annual Report of the Company for the year

2012-13, in electronic mode to the e-mail address provided

by you. So, shareholders whose e-mail address is not

registered with us are requested to please get your email

address registered with us, so that your Company can

contribute to the safety of environment.

11. As required under clause 49 of the Listing Agreement, given

below are the details of the Director who retire by rotation

and is eligible for reappointment:

i) Director being reappointed at retirement by rotation

(Resolution at Item No. 3)

• Mr. M. S. Kapur son of Late Sardar Balwant Singh Kapur

is a Director of the Company since 2008. He is 66 years

old, retired as Chairman and Managing Director of Vijaya

Bank, Bangalore in March 2006 after serving the banking

industry for 37 Years. He is not a member of any

Committee in CHD Developers Limited.

None of the Directors except Mr. M. S. Kapur, being the

appointee, is interested or concerned in the said

resolution.





CHD DEVELOPERS LIMITED

Regd.Office : SF 16-17, FF, Madame Bhikaji Cama Bhawan, Bhikaji Cama Place , New Delhi- 110066

Please complete this attendance slip and hand it over at the entrance of the meeting hall.

Name(s) in full Father/husband’s Name Address as Registered With the Company

1______________________________________________________________________________________________________________

2______________________________________________________________________________________________________________

I/We hereby record my/our presence at the 22nd Annual General Meeting of the Company to be held on Saturday, the 29thSeptember, 2012 at 10.00 A.M. at Aadyant School. Plot No. 10-11, Nelson Mandela Road, Vasant Kunj New Delhi – 110 070.

Signature of the shareholder(s)

1____________________________________ 2____________________________________

Note : Attendance Slip in original should be complete in all respect.

ATTENDANCE SLIP

DP ID* L.F. No.

Client ID* No. of Share(s) held

CHD DEVELOPERS LIMITED

Regd.Office : SF 16-17, FF, Madame Bhikaji Cama Bhawan, Bhikaji Cama Place , New Delhi- 110066

Please complete this attendance slip and hand it over at the entrance of the meeting hall.

Name(s) in full Father/husband’s Name Address as Registered With the Company

1______________________________________________________________________________________________________________

2______________________________________________________________________________________________________________

Being a member/member(s) of CHD Developers Limited hereby appoint…………………….…............................. Or failing him/her………………………………………. of…………………………………………………… as my/our proxy to vote for me/us and on my/our behalf at the 22nd Annual General Meeting of the Company to be held on Saturday the 29th September, 2012 at 10.00 A.M.at Aadyant School. Plot No. 10-11, Nelson Mandela Road, Vasant Kunj New Delhi – 110 070 and at any adjournment thereof.

Signature of the shareholder(s)

1____________________________________

Dated: 2012 2____________________________________

Note: The Proxy Form must be returned so as to reach the Registered Office of the Company not less than 48 hours before the time for the aforesaid Meeting. The proxy need not be a member of the Company.IMPORTANT: No gifts/coupons would be given to the shareholders for attending the Annual General Meeting

FORM OF PROXY

DP ID* L.F. No.

Client ID* No. of Share(s) held

AffixRevenueStamp

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