India’s Premier Retail-Led Assets Company

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At a Glance
Listed on Bombay Stock Exchange Limited (Code: 503100) and
National Stock Exchange of India Limited (Code: PHOENIXLTD)

zz 700+ Employees
zz Present in 18 Cities*
zz 9 Shopping Malls in development*
zz 2 Commercial Centres in development
zz 5 Hospitality Properties in development
zz Over 100 Acres in Total Land Assets
zz Over ` 50 billion in building assets

Operational
8 Malls in 6 cities*
Over 5.0 million sq. ft. in Retail, Entertainment, Commercial,
Parking & Residential Assets

Planned (next 3 years)

3.0 million sq. ft. in Retail Assets
1.6 million sq. ft. in Commercial Assets

IMAGINE. 3.0 million sq. ft. in Residential Assets

CONCEIVE.
* includes PML Group (PML & its subsidiaries and associate companies)
and its investee companies (BARE & EWDL)

REALIZE.
Disclaimer:
Certain sections in this Annual Report reflect the management’s current views,
expectations and knowledge of its business. Certain information provided and
statements made herein are based on assumptions and/or may be forward looking
in nature, involving risks and uncertainties like regulatory changes, local, political or
economic developments, whether present or future. Actual results, performance
or events may differ materially from the information/statements herein contained
due to changes in economic environment, market conditions, norms, regulations,
allowances etc.

The financial projections, expected launch dates of projects, estimated areas etc.
contained herein are estimates, based on current market conditions, regulations,
norms and business plans of the Company. References to developable or chargeable
areas are based on existing real estate regulations, approvals existing, approvals
expected, allowances and current development plans. Changes in real estate
regulations and market conditions in future may result in variances from the financial
projections and/or the estimated project areas, which are beyond the control of the
Company.

Information provided herein, including projected financial information if any is

not to be construed as a solicitation to invest in our company but is provided for
information purposes only. The Company will not in any way be responsible for any
action taken based on the information and/or forward looking statements contained
herein and undertakes no obligation to publicly update forward-looking statements
if any to reflect subsequent events or circumstances.

Annual Report 2010-11

Both directly and through strategic
investments and partnerships,
we specialise in the ownership,
management and development of
iconic large format retail-led mixed
use properties that include shopping,
entertainment, commercial, residential
and hospitality assets.

Today, we along with our investees,

have interests in 20 rare and marquee
assets under development - making up
more than 15 million sq. ft., across
18 Indian city-centres.
IMAGINE.
To start something great, you must be able to imagine the future. Our “Marketcity” concept is what
we imagined when we set out to offer India’s urban consumers a place where they can find the best
brands, entertainment, convenience and an overall exciting experience at a single destination. These
unique landmarks are designed to offer an aspirational and increasingly wealthier India the most
enjoyable shopping experience with the best products the world has to offer.

CONCEIVE.
Master planned as a ‘city within a city’, Phoenix Marketcities are architecturally path-breaking and
iconic destination assets in the heart of Tier-I cities, bound to become an important port of call on any
tourist sightseeing maps. Typically the largest mall in town with a built up area of over 2 million sq. ft.
and above, and positioned in a prime location within the city, each of our Marketcities are designed
and built on an unprecedented scale and quality.

REALIZE.
To see the end result of a vision, actions have to speak louder than words. By launching our first
Marketcity concept in Pune, we have proven our ability to deliver on a large scale business plan. But
our ability to do it four times over, within a narrow span of time, demonstrates a clear capability to
realize our far-reaching aspirations.

As a result, The Phoenix Mills Limited (PML)

is now at the cutting edge of developing
world-class retail centres across India, to
become a leader in this space.

IMAGINE
CONCEIVE
REALIZE
Our Vision
To create shareholder value by
generating exceptional yields
from the capital growth and sale
of architecturally superior, difficult
to replicate assets, that are
truly world class in quality and
infrastructure.

To create a superior business

environment for our many local
and international retailers and
partners, by growing a loyal
customer flow to our assets
by consistently delighting and
engaging the Indian consumer.
We are proud to IMAGINE, CONCEIVE and REALIZE
the next generation retail hubs of India –
“The Phoenix Marketcities”.

Our Expanding Pipeline

June - 2011 Sept - 2011 Q3-FY2012 Q3-FY2012 Q3-FY2012 Q4-FY2012

PUNE BANGALORE KURLA, MUMBAI BANGALORE (W)* Shangri-La CHENNAI

Pg 14 Pg 15 Pg 15 Pg 16 Pg 16 Pg 14

Phoenix Marketcity Bangalore Phoenix Marketcity Kurla (Mumbai)

*LAUNCH

The Phoenix Mills Limited

 Contents
1 Messages
Managing Director’s Message 06
“Our investors should take comfort
in the fact that we now have a new
track record under our belt - that of
building super-scale projects
and executing complex
business plans. “
Atul Ruia
Jt. Managing Director

10 Minutes with the Group CEO and 08

Jt. Managing Director
2 Key Financial Indicators 10
3 About us
Our Business Verticals and Assets 12
Our Portfolio 14
Our Corporate Organisation 20
Our Business Model 21
Our Brand Formats 22
Our Pan India Presence 23
4 Property Highlights
High Street Phoenix 24
Palladium 26
Phoenix Marketcity, Pune 28
Phoenix Marketcity, Bangalore 30
Phoenix Marketcity, Kurla 32
Phoenix Marketcity, Chennai 34
The Shangri-La 36
Upcoming Residential Properties 38
Upcoming Commercial Properties 40
5 Leadership
Board of Directors 42
Management Team 44
6 Corporate Information 46
7 Management Discussion and Analysis 48
8 Directors’ Report 66
9 Report on Corporate Governance 70
10 Financials
Phoenix Marketcity Chennai Standalone Accounts 85
Consolidated Accounts 117
Notice 144

Annual Report 2011

This year’s performance is a sample of what’s to come
– a steady and healthy cash generating business model
driven by ownership and management
of strong and iconic assets.

Managing Director’s
Message

Atul Ruia

Dear Shareholders:

This year, I am happy to report on at Bangalore, Kurla (Mumbai) and Chennai Despite these dampeners, I continue to
another year of substantial activity, – positioning the Group to experience maintain my optimism on the strength of
strong progress and a year in which we growth in multiples. Concurrently, we India’s short and long-term consumption
have achieved most of our immediate are getting ready to launch our large- story. The Indian economy remains
strategic goals. With Phoenix Marketcity scale residential and commercial projects reasonably robust and is to a certain
- Pune launched, the Group’s portfolio is in Bangalore, Chennai and Mumbai extent insulated from the current global
steadily growing on a pan India basis; our respectively, due for completion over the contagion. Consumption in India is at an
gearing is at a healthy level for this point next 3-4 years. all time high and with the possibility of a
of our development cycle; ownership more liberalized FDI regime allowing new
enhancing investments have been made Economic Conditions and retail brands to enter India, we expect
and the development programme of General Outlook the business of retailing infrastructure to
our Marketcities continues to fold out as In last year’s annual report I expressed remain strong and healthy. As a barometer,
planned. For FY2011 the Group recorded faith in the huge potential for growth of there has been no let up in the footfalls
a net profit after tax and minority interest organised retail in this country and that and spending at High Street Phoenix
of ` 842 million, up 36% from last year. we aim to be the single largest developer and Palladium – our marquee assets in
With consolidated earnings at ` 5.81 and manager of large format malls in Mumbai. The highly positive response
per share for FY2011, your directors are India. This year we find ourselves in the we are getting from the citizens of Pune
recommending a final dividend of midst of an endemic turmoil within the and participating retailers, post the recent
` 1.80 per share, up 50% from last year. global economy, which is the result of launch of our first Marketcity concept
a huge hangover from excessive public there, is testimony to our conviction that
With a topline increase of 71% to reach borrowing by the USA, Spain, Italy, Greece India is craving for world class malls with a
` 2.10 billion in income from operations, amongst other countries. We are also in shopping and entertainment experience
we expect consistent growth in every a phase where it is speculated that high that is nothing short of the best available
urban market in which we operate in interest rates will continue to prevail in anywhere else in the world. Our decision
India. Following Pune, we are on course to India for at least the next year or so, to place big investments into our retail
complete three other Marketcity projects until inflation is tamed at the cost of business is turning out to be a good one,
slower growth. putting us in the right space at the right
time to achieve the market leader status.

6 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Messages
Managing Director’s Message
Group CEO & Jt. Managing Director

IMAGINE
CONCEIVE
REALIZE

Imagine. Conceive. Realize. plans. With four Marketcities on stream value from land. We are now on a journey
The cornerstone of our success so far for sequential delivery within a short to become one of the largest retail led
revolves around three core capabilities. span of time, I expect the marketplace to asset companies in India. We are now
They are - the future that we are able to attach low risk discounters when gauging planning new growth tracks beyond the
Imagine, our ability to adapt to market our capabilities for future projects. But Marketcity phases. We’ve already begun to
conditions when we Conceive a project, we do not intend to rest on our laurels. imagine it.
and finally our project and business Conceiving our dreams has a lot to do
management capabilities that allow us to with great ideas and project management Board Matters
Realize our ideas. – but most importantly, it’s also about I would like to take this opportunity to
risk management. Even though we’ve extend a warm welcome to Pradumna
When we set out to build the grand proven ourselves already, we now plan to Kanodia to PML’s Board of Directors.
Marketcity concept, we needed to take institutionalize risk management. In this Already serving as the Group CFO, we now
a call on large-scale assets that had to endeavour, we have recently mandated look forward to his contribution both at
have a 30 years lifespan - not just for 5 a reputed international firm the task of the board and operational levels. I also
or 10 years. For such big assets, we have assisting us to formalize this within the extend my heartiest congratulations to
made the short-term count as much as organisation. Shishir Shrivastava for his appointment
the long term. With over 80% occupancy as the Group CEO & Joint Managing
and stabilized cash flows anticipated Going Forward Director of the Company. I am sure the
within 12 months of initial operations, We have a lot of faith in our business entire Group will benefit from his acumen,
we’ve shown that we can execute our model and, as a long-term strategy, we steadfastness and solid experience. I look
business plans well. This has positioned intend to continue to increase our stake in forward to working alongside both these
us uniquely as leaders in the niche large the large assets we are developing. During capable and experienced individuals.
format retail marketplace with very limited the year, we have increased our stake in While I remain an active and involved
competition. The main reason behind this two projects: Phoenix Marketcity Pune and Joint Managing Director, staying close to
is that we don’t see our projects as a real Bangalore. While we increased our stake the business and contributing to strategy
estate play alone. Instead, we are actually in Pune by 8% through the purchase of and all major decision-making for the
investing in the retailer’s business also by shares from another shareholder, our stake Group, I will share this responsibility with
linking a reasonable portion of our license in Bangalore increased by 18% through Shishir. Graduating from a single mall to
fees to the revenues generated by the a combination of subscribing to a rights fast becoming one of India’s largest retail
retail outlets in our malls. That means that issue and purchase of shares from other led property companies in just a span of
we’ve had to understand how retail works; shareholders. These acquisitions are part 5 years, this change will allow me to focus
what kind of products are in demand and of a long-term strategy of consolidating more on the bigger picture for charting
establish working relationships with all the our stakes in our various projects at an the Group’s next phase of growth going
best retailers not just by licensing space attractive price, thereby creating long- forward.
to them, but by actually understanding term value for PML shareholders.
their business. I also wish to thank the remaining
This year’s performance is a sample of board members and all Phoenixians
As we launch one project after another, what’s to come – steady and healthy for their full support and commitment
the learning curve of the management cash generating business model driven towards fulfilling our dreams - and all
team has been quite sharp. Today we by ownership and management of our customers, lenders and investors
have built solid bandwidth and processes strong and iconic assets. This formula of for placing their trust and faith in our
to develop large projects, giving us the unlocking maximum value of land parcels capabilities.
confidence to dream even bigger. Going is now working for us very well. The time
beyond just mall operations, our investors for realizing the fruits of our labour has
should take comfort in the fact that we begun. We believe that our idea of holding
now have a new track record under an asset with its appreciation in our books, Atul Ruia
our belt - that of building super-scale supported with strong recurring income, Jt. Managing Director
projects and executing complex business is the best way to unlock the maximum

Annual Report 2011

7
As we move closer to finishing the Phase I
of our various Marketcities, our project
team is burning midnight oil on starting
and completing the Phase II components
that aggregate to over 5.5 million sq. ft.

10 Minutes with the Group CEO

and Jt. Managing Director

Shishir Shrivastava

Why does it take so long for from the retailer’s activities, there can be a Phoenix, demonstrates that we are
completing a large-scale genuine delay contributed by contractors continuously on our toes to make an
Marketcity project? in terms of finishes and the commissioning asset work to its fullest. We intend to do
This is a very good question. A key of all MEP systems. We take proactive this and more for each of our Marketcity
fundamental point about our Marketcity steps to improve performance or replace properties, where we have instituted a
properties is that being 2 million sq. ft. plus contractors wherever necessary. strong operating team and imparted
in size, they are each of an unprecedented bespoke training to enable them to
size. Our challenge is not only to get What most people don’t realise is that deliver the one-of-a-kind Phoenix
the mall up in terms of construction our retail projects are not just about experience. Our malls are already unique
and interiors, but it is also to ensure that design and construction – it’s also about in scale, size and quality - and are
enough areas of the mall are licensed delivering on all aspect of a business appreciated by consumers right off the
out and that the retailers occupying their plan. This means that once built, we have bat. Once the novelty factor has worn off,
respective spaces do their own fit-outs to brand the property, create awareness, it will be their loyalty to our brand and
in time. Many interior activities within the rope in the right mix of retailers, negotiate the experience they become familiar
mall are closely linked with completion contracts and reach a critical mass of with, that will keep them coming back. A
of related activities within the stores, occupancy on the day of opening. Even visitor to any Marketcity mall across India
thus, timing and orchestrating the effort though these malls are of unprecedented will know what to expect from such a
is critical. While we can complete the scale, we typically license out around brand – no matter which city’s Marketcity
infrastructural part of our work, our retailer 70% of our properties well before the he visits. By this we mean to make the
partners can be a little delayed in their launch. We’ve also been able to muster Phoenix Marketcity experience distinctive
fit-out activities. As a result of this, our license fees that are at the top end of the and unique,not just through design and
opening launch date can get delayed prevailing market rates in each city. As a architecture, but also through the mix of
because we can’t do the final finishing result, we are confident of establishing brands available in the mall and guest
until a significant number of retailers have predictable cash flows within 9-12 months services that will be benchmarked to the
completed their fit outs. Nevertheless, as of operations which we believe is a great best hotels in the country. By treating
witnessed by the recent launch of the achievement for such ambitious ventures! them as our ‘guests’ and not just shoppers,
Pune Marketcity, we have been able to we aim to bring smiles to people’s faces
coordinate our efforts with the retailers Once your mega malls come into through live music, an ambience that
very well - so much so, that today we have operations, how does PML ensure is uplifting and special events within
over 110 stores operating and every week that these large-scale malls attract the mall that will make the experience
5-7 stores are coming on stream. By the interesting and enjoyable.
the consumers?
end of the Q3 FY2012, out of 290 stores We are already mall pioneers in India
in total, we should have around 190 to We’ve also looked at ways in which our
and carry significant experience in mall
200 stores operational. The cinemas are licensees can get the best out of retail
operations and setting robust operating
still under fit outs and should commence excellence. To make them successful, we
processes for mall management. The
operations in the 3rd quarter of the have established teams to constantly
ever-increasing footfalls exceeding
current year. The long gestation period monitor each retailer’s performance. When
16 million p.a. at a mature and well
for this part of the project is normal. Apart we notice room for improvement, we
established property that is High Street
assist them proactively. Looking beyond

8 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Messages
Managing Director’s Message
Group CEO & Jt. Managing Director

IMAGINE
CONCEIVE
REALIZE

license fees alone, we have been highly What strengths does PML’s There have also been some delays on the
selective in getting the right brand traditional retail business model part of some specific contractors, which
mix into our malls. In doing so we have bring to the residential and have been replaced to steadily progress
ensured that our retail partners have the project. Apart from the Shangri-La, we
commercial side of your business?
products that fit in with the positioning of are also progressing satisfactorily on our
All our commercial and residential
the mall and those that will be successful hotel in Agra, which will operate and be
products are on a build and sell model –
in the Indian environment. This is also managed under the brand “Courtyard by
as opposed to our retail and hospitality
crucial to ensure that our malls are first Marriott”. Our hospitality plans with our
assets, which we intend to own and
and foremost in our consumers’ minds. Marketcity projects are still on the drawing
operate. They will have the potential of
board.
generating cash flows of over ` 25 billion
What do the Phase II parts of over the next 3-5 years, some part of
the Marketcity projects bring to which will be used to reduce the debt What is your outlook for
the table? on the annuity assets in those particular growing the business?
To answer this question, we need to deal SPVs in which they belong. This strategy Today, we are a focused retail led property
with it in respect to our business verticals will keep our balance sheets extremely company, and the young management
– commercial and residential. Looking at healthy and be a wealth creator for our team, under the capable leadership of our
commercial first, in FY2010, we launched stakeholders. We recognize that the visionary promoter Atul Ruia, is brimming
“15LBS”, a 250,000 sq. ft. property in Kurla residential and commercial property with enthusiasm and ideas to drive the
(Mumbai), of which we have witnessed development business is very different business forward. In my new role as Group
bookings for over 60%. The construction from the retail infrastructure business and CEO and Jt. Managing Director, I intend
of this is in full swing and will be so we have built significant bandwidth to extend my fullest to make PML the
completed for delivery during FY2012. within a strong and experienced team. most respected player in the business.
We are now getting ready to launch We intend to start with strong brand Our project team continues to evolve to
another 800,000 sq. ft. property called building activities to begin with and use take on bigger challenges everyday. As
“Orion Park” within the Kurla Marketcity. the goodwill of our Marketcity brand as a we come close to finishing our first Phase
Over next 2 quarters, we plan to sell stepping-stone to establish our brand in of our various Marketcities, our project
limited inventory at an attractive price this business. This will eventually also put team is burning midnight oil on starting
initially and the rest during the life of the us on the map as a serious residential and completing Phase II components
project at premium rates. We also have and commercial property developer for that aggregate over some 5.5 million
another wholly owned SPV at the Kurla the future. sq. ft. There’s still much to do and our
site on which we plan to build a mixed existing pipeline will keep us very busy for
use property comprising of a 500,000 sq. What is the progress with another 2-3 years. Going forward, there
ft. development. In Pune, we’ve launched will be new land parcels to develop and
the Shangri-La Hotel and the
and booked out over 60% of the ‘East I will expect our project team to deliver
hospitality side of your business? on them too. I am confident that our
Court’ offices and retail premises at
I am really looking forward to the
Phoenix Marketcity, Pune. The construction pipeline of developments, coupled with
completion of the Shangri-La – which
is at an advanced stage of completion and the continued active management of
without doubt will give Mumbai a much-
we have started handing over possession the portfolio, will create further value and
needed new ultra luxury hotel. Apart from
to the buyers. provide attractive returns for shareholders.
its locational advantages, it will feature
superlative interior designs, multiple F&B
With respect to the residential products of
options and breathtaking ambience.
our Phase II plans, we have three projects
This project has been delayed to some
in the pipeline – two in Bangalore and one
extent for various reasons, mostly in part
in Chennai. While the Bangalore products
because we wanted to optimize the cost
are still on the drawing board and yet to
of debt by refinancing it and because
be introduced to the market, the Chennai
we upgraded several design aspects
products have been launched recently.
of the hotel’s public areas - making it
Here, we’ve received excellent response, to
far superior than the original designs,
both our up-market designs and premium
without impacting investment levels.

9
pricing, booking around 15% already.

Annual Report 2011

The Consolidated EBITDA was higher by 81% from
` 775 million in FY2010 to ` 1,406 million in FY2011.
EBITDA margins also improved from 63% in FY2010 to
67% in FY2011, highlighting improved operational
efficiencies at High Street Phoenix.

Key Financial Indicators

Income from Operations EBITDA
(`million) Consolidated (` million) Consolidated

1,406
2,102
37% CAGR
(4 years) 41% CAGR
(4 years)

1,230 775

996
602
821 507

FY2008 FY2009 FY2010 FY2011 FY2008 FY2009 FY2010 FY2011

PAT after minority interest EPS

(` million) Consolidated (` per share) Consolidated

25% CAGR
(4 years) 842
5.81
5.41
768

620 4.28
4.07

427

FY2008 FY2009 FY2010 FY2011 FY2008 FY2009 FY2010 FY2011

10 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Key Financial Indicators

IMAGINE
CONCEIVE
REALIZE

Networth Dividend
(` million) Consolidated (` per share)
16,700
16,048
15,147 1.80

12,845

1.20

1.0 1.0

FY2008 FY2009 FY2010 FY2011 FY2008 FY2009 FY2010 FY2011

Debtor Days* Dividend

Payout Ratio
31%
130 129
28%

25%

97

85 18%

FY2008 FY2009 FY2010 FY2011 FY2008 FY2009 FY2010 FY2011

* Note: Debtor days calculated as year-end debtors / income from

11
operations excluding sales for the year x 365. For FY2011, the
debtors have been adjusted for an arbitrage sale transaction, since
the outstanding amount has subsequently been paid. Ref. Pg 63.

Annual Report 2011

Our Business Verticals and Assets
Destination Malls & Commercial Centres Directly Develop, Own,

od
ia)
Manage & Operate Mixed Use

th
PML positions its malls in scarce, urban centres enjoying a 5-10 kms

nI e
nd

Me
Real Estate Assets

Pa Us
catchment boundary. They are designed as destination assets in

- I, ed
important micro-markets within a catchment expanse nothing less

er ix
than the entire city itself. The Company differentiates its malls

(T i M
Mature, Micro Markets

s
et
further by great designs, scale, ample parking spaces and
& Transitional Markets

rk
carefully chosen brands to meet the needs of consumers.

Ma
Hospitality Assets

od
Directly Develop and Own

th
PML’s strategic geographical positioning and mixed use strategy Hospitality Assets

Me
ensures that the hospitality assets benefit from the adjoining
retail and commercial specific assets, thereby attracting world
renowned hospitality management brands and generate

s
et
premium room rates. Mature and Micro Markets

rk
Ma
Residential Assets

od
Directly Develop and Sell,

th
PML’s recent foray into the premium, community based, superbly Residential Real Estate Assets

Me
designed residential complexes, which suit multiple income groups,
positions the Company suitably within the residential
real estate growth story of India.

s
Mature & Transitional
et
rk Markets
Ma

Investments Strategic Investments in Like-

ia)

od
nd

In addition to participating directly in the mature Tier I cities, PML

th minded Property Companies
Pa e
nI

(Pan-India Strategy)
Me
III, Us

is actively pursuing a pan-India footprint strategy through strategic

& ed

investments into like-minded real estate ventures focusing on

- II Mix

emerging and nascent urban centres throughout India, High Growth, Emerging & Nascent
s
et

maximising risk-adjusted returns through optimal financing Markets:Mixed-Use Retail,

rk
er

and partnership with others. Hospitality & Residential Assets

Ma
(Ti

Services
od

Services , Advisory and Asset

th

Manned by talented professionals, the “Market City Resources Pvt. Management

Me

Ltd.” business vertical is the intellectual engine that drives excellence

in project management, mall and property management, sales and
marketing, liaison, client advisory and legal advisory. Leveraging
s

Pan-India
et

its vast experience, know-how and implementation bandwidth.

rk
Ma

Entertainment
od

Entertainment
th

PML’s foray into entertainment within HSP has led it to have a

Me

presence in key entertainment businesses such as bowling, family

entertainment centre and discotheque, etc. PML is well positioned
to grow these into larger, scaleable verticals thereby capturing a
s

Mature, Transitional Markets, High

et

significant portion of the consumption story in India.

rk

Growth, Emerging & Nascent Markets

Ma

Retailing
od

Retailing
th

Taking advantage of the Company’s profound understanding of

Me

Indian consumers and its vertically integrated business model

comprising prime retail space on a pan India basis, PML is aptly
positioned to establish and grow a retailing vertical for
s
et

recognized and ‘new-to-India’ global brands and thus create Pan-India

rk

additional value streams by earning retailing profits.

Ma

12 The Phoenix Mills Limited

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Annual Report 2011

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i)
Ph
8

oe
Ch ni
en x M
na ar
i ke
tci
ty

Entertainment World
9

Developers Ltd. (EWDL)

Big Apple Real Estate Pvt. Ltd.

13
10
Our Portfolio
High Street Phoenix, Palladium, Marketcities (Retail-led Mixed-Use Developments)

1. 2. 3.
High Street Phoenix, Mumbai Palladium, Mumbai Phoenix Marketcity Pune

Ownership - 100% Ownership - 100% Ownership - 59%

Size (mn. sq. ft.) - 0.6 Size (mn. sq. ft.) - 0.3 Size (mn. sq. ft.) - 1.2
Occupancy - 90% Occupancy - 95% Leasing Status - 85%
No. of Licencees - 125 No. of Licencees - 90 No. of Licencees - 290

Operational Launched
Operational
June 2011

Key Licensees Key Licensees Key Licensees

Big Bazaar Asia 7 Star Bazaar
McDonald’s The Collective DLF Home
Pantaloons Landmark Max
Marks & Spencer Zara McDonald’s
Lifestyle Diesel Marks & Spencer
Wills Lifestyle Manchester United Cafe Zara
Mothercare Punjab Grill Diesel
Adidas Rendez-Vous Mango
Croma Swarovski Pantaloon
Bombay Store The Comedy Store Westside
Fabindia The Nature’s Co. PVR
Vero Moda

14 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
About us
Our Business Verticals and Assets Our Business Model
Our Portfolio Our Brand Formats
Our Corporate Organisation Our Pan India Presence

1.
4. 5. 6.
Phoenix
PhoenixMarketcity Bangalore
Market City Mumbai Phoenix Marketcity Mumbai Phoenix Marketcity Chennai

Ownership - 46% Ownership - 24% Ownership - 31%

Equity Invested - ` 1.9 bn Equity Invested - ` 3.1 bn Equity Invested - ` 1.5 bn

Project Cost - ` 5.5 bn Project Cost - ` 11.3 bn Project Cost - ` 4.8 bn
Land Area - 14.8 acres Land Area - 21.1 acres Land Area - 16.5 acres

Targeted Launch Targeted Launch Targeted Launch

September 2011 Q3 FY2012 Q4 FY2012

Proposed Total Built Up Proposed Total Built Up Proposed Total Built Up

Area (mn. sq. ft.) Area (mn. sq. ft.) Area (sq. ft.)
(excl. Hotels) - 1.9 (excl. Hotels) - 3.2 (excl. Hotels) - 2.1

Retail (mn. sq. ft.) - 0.85 Retail (mn. sq. ft.) - 1.3 Retail (mn. sq. ft.) - 1.0
(phase I) (phase I) (phase I)

Parking (mn. sq. ft.) - 0.5 Commercial (mn. sq. ft.) Parking (mn. sq. ft.) - 0.6
- 1.2 (phase I, II)

Parking (mn. sq. ft.) - 0.6

Annual Report 2011

15
Our Portfolio
Residential Developments

7. 8. 9. 10.
Chennai Bangalore Bangalore Shangri-La, Mumbai
Velachery Malleswaram Krishnarajapuram

Ownership Ownership Ownership Ownership

34% / 31% 70%# 46% 53%*
Area (mn. sq. ft.) Area (mn. sq. ft.) Area (mn. sq. ft.) Equity Invested
0.5 2.0 0.6 ` 3.0 bn
Project Cost Project Cost Project Cost Project Cost
` 0.8 bn ` 8 bn ` 1.0 bn ` 8.3 bn
Equity Invested
` 4.3 bn

Targeted Targeted Targeted Targeted

Launch Launch Launch Launch
FY2012 FY2012 FY2012 Q3 FY2012

5 Towers of 5 High Rise 3 Towers of Keys

2 & 3 BHK Towers Upscale and 410
Residences Premium Service Apartments
2 Premium Residences 23
Towers
Operator
36 Villas Shangri-La

*Proposed economic interest

#Proposed share holding

16 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
About us
Our Business Verticals and Assets Our Business Model
Our Portfolio Our Brand Formats
Our Corporate Organisation Our Pan India Presence

Hospitality Properties (5 & 4 Star Marquee Luxury & Business Hotels)

11. 12. 13. 14.

Courtyard by Marriott, Marriott, Mumbai Pune Hotel Chennai Hotel
Agra

Ownership (by PHCPL) Ownership (By PHCPL) Ownership (by PHCPL) Ownership (by PHCPL)
41%# 77%# 55% 50%
Equity Invested Equity Invested Equity Invested Equity Invested
` 0.4 bn ` 1.5 bn ` 1.0 bn ` 0.9 bn
Project Cost Project Cost Project Cost Project Cost
` 1.1 bn ` 3.5 bn ` 2.7 bn ` 2.2 bn

Targeted Targeted Targeted Targeted

Launch Launch Launch Launch
FY2013 - 14 FY2013 - 14 FY2013 - 14 FY2013 - 14

Keys Keys Keys Keys

149 300+ 250+ & 150+ 235+

Operator Operator Operator Operator

Marriott Marriott To be announced To be announced

#Proposed share holding

Annual Report 2011

17
Our Portfolio
Mixed Use (Pan India)

15. 16. 17. 18. 19.

The Treasure Island, The Treasure Central, The Treasure Bazaar, The Phoenix United, The Treasure Bazaar,
Indore Indore (Treasure Bazaar) Nanded Lucknow Ujjain

Size (mn. sq. ft.) Size (mn. sq. ft.) Size (mn. sq. ft.) Size (mn. sq. ft.) Size (mn. sq. ft.)
0.45 0.33 0.24 0.36 0.30
Ownership (By EWDL) Ownership (By EWDL) Ownership (By EWDL) Ownership (By BARE) Ownership (By EWDL)
100% 50% 75% 75% 100%
Occupancy Occupancy Occupancy Occupancy Leasing Status
98% 100% 78% 75% 96%
No. of Licencees No. of Licencees No. of Licencees No. of Licencees No. of Licencees
120 16 40 70 58

Operational Operational Operational Operational Launched

April 2011

Key Licensees Key Licensees Key Licensees Key Licensees Key Licensees
Big Bazaar Pantaloon Big Bazaar Big Bazaar Big Bazaar
Pantaloon Future Group Maya PVR Reliance Trends
Nike Inox PVR Max Reliance Footprints
Max Nirulas Max Reliance Trends Reliance CDIT
Fashion Yatra
E-zone Pantaloon Fashion Yatra
Provogue
PVR Reebok Dominos Funscapes
McDonalds Levis Jack n Jones Lilliput World
Pizza Hut Adidas McDonalds
Barista UCB KFC
Rajdhani Peter England Pizza Hut
Funscapes

18 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
About us
Our Business Verticals and Assets Our Business Model
Our Portfolio Our Brand Formats
Our Corporate Organisation Our Pan India Presence

Artistic impression of Phoenix Marketcity, Kurla (Mumbai)

In the four major Tier I cities, we are set on a journey of asset

expansion of over 5.3 million sq. ft - with steady and assured
revenues. In addition, through our investees EWDL and
BARE, we are developing 8 million sq. ft. in Tier II cities.

Portfolio - 5.3 million sq. ft. By Expected License Fees

5.3
msf

Chennai Mumbai Pune

1.0 59% 15%

Mumbai
5.9x 1.3 (Kurla)

0.9 Bangalore Chennai

0.9 16%
msf Bangalore
1.2 Pune 11%

0.9 High Street Phoenix

FY2011

Annual Report 2011

FY2012
19
PML’s multi-tiered structure allows a high degree
of flexibility to attract the right profile of investors
and partners in each of the entities, enhancing its
fund raising ability.
Our Corporate Organisation

Promoters The Phoenix Mills Limited Public Share

66% (High Street Phoenix) Holders 34%

Mixed-Use Residential Strategic

Hospitality
(Marketcity) Vertical Investments
Vertical
Vertical

@ @
24% 53%* 70% 74%

Pallazzio Bangalore (W) Big Apple Real

Mumbai (Shangri-La) Estate
34%
75%#
Chennai
59% Phoenix
Hospitality 40%
Entertainment
Pune
World
Developers
@
77%
Marriott,
46% Mumbai
Bangalore (E)-
incl. residental
55%

31% Pune
Chennai-
incl. residental
@
41%
Courtyard,
Agra
# = MoU executed with
PML to invest ` 3,500 million
@ = Proposed Shareholding 50%
* = Proposed Economic Interest
Chennai

20 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
About us
Our Business Verticals and Assets Our Business Model
Our Portfolio Our Brand Formats
Our Corporate Organisation Our Pan India Presence

IMAGINE
CONCEIVE
REALIZE

Our Business Model

As a part of our strategy, we seek to produce outstanding long-
term returns for shareholders through capital and income growth
by means of judicious capital allocation towards selective asset
creation, acquisitions & disposals and partnering with third party
capital where appropriate.

Own, Develop
and Manage
retail assets

Invest In
Develop and
Retail

High - Potential
Companies sell residential
For Inorganic assets in
Expansion Tier-1 cities

Inve ial
stm
ent ident
Res
Business
Verticals
Com
iso ry me
rcia
Adv l
Hospitality

Services,
advisory and Develop and
asset management sell commercial
vertical across assets in
projects Tier-1 cities

Own and
Develop
Hospitality
assets

Annual Report 2011

21
Directly through “Phoenix Marketcity” and through our investees
EWDL and BARE for “Treasure” and “Phoenix United”, we have
developed multiple formats that are differentiated on the basis of
size, type of retailers and other facilities, including hotels, multiplex
cinemas, entertainment venues and commercial spaces.

Our Brand Formats

Tier I Tier II Tier III

Over 1 million sq. ft.

Flagship mixed use developments
development
at Lower Parel,
Mumbai. Market City

400,000 - 1 million sq. ft.

malls

Island
Luxury Mall
in Mumbai

Up to 400,000 sq. ft.

malls

Bazaar

3 - 5 million sq. ft.

mixed use
developments in Up to 400,000 sq. ft.
Tier I cities malls in Uttar Pradesh,
North India

22 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
About us
Our Business Verticals and Assets Our Business Model
Our Portfolio Our Brand Formats
Our Corporate Organisation Our Pan India Presence

IMAGINE
CONCEIVE
REALIZE

Our Pan India Presence RETAIL & COMMERCIAL MARKETCITIES

HOSPITALITY MARKETCITIES
RESIDENTIAL
MIXED USE (EWDL & BARE)

Mohali JAMMU & KASHMIR Agra

> Treasure Island > Courtyard by Marriott

Lucknow
HIMACHAL
> Phoenix United
PRADESH
Bareilly
Indore PUNJAB Mohali
UTTARAKHAND > Phoenix United
> Treasure Marketcity
> Treasure Island
> Treasure Bazaar HARYANA
Delhi ARUNACHAL
Indore PRADESH
> Treasure Town (AB Road) Agra Bareilly
> Treasure Town (Kanadia) SIKKIM
> Treasure Town RAJASTHAN Lucknow
(Rangawasa) UTTAR ASSAM NAGALAND
Udaipur PRADESH BIHAR MEGHALAYA
Udaipur
> Treasure Town MANIPUR

GUJARAT JHARKHAND TRIPURA

Ujjain WEST MIZORAM
BENGAL
Indore MADHYA Jabalpur
Ujjain PRADESH
> Treasure Bazaar CHATTISGARH Jabalpur
Raipur ORISSA > Treasure Island
Bhilai Raipur
Nanded > Treasure Island
MAHARASHTRA
Mumbai Mumbai
> High Street Phoenix Pune
> Palladium
> Phoenix House
> Phoenix Marketcity
Bhilai
Mumbai Chennai > Treasure Island
GOA ANDHRA
> Shangri-La, Lower Parel PRADESH > Phoenix Marketcity Nanded
> Marriott, Kurla KARNATAKA
> Treasure Bazaar
Pune
Bangalore
> Phoenix Marketcity Chennai
Chennai
> Velachery
TAMIL NADU
Bangalore
KERALA
> Phoenix Marketcity

Bangalore
> Krishnarajapuram
> Malleswaram

Annual Report 2011

23
Built on the remnants of an old textile mill,
HSP has a quaint charm and homely feeling
about it.

High Street Phoenix (HSP)

A celebrity event at HSP Openning Ceremony of the Landmark Store

24 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Property Highlights
High Street Phoenix Phoenix Marketcity, Bangalore The Shangri-La
Palladium Phoenix Marketcity, Kurla Upcoming Residential Properties
Phoenix Marketcity, Pune Phoenix Marketcity, Chennai Upcoming Commercial Properties

IMAGINE
CONCEIVE
REALIZE

HSP has given

Mumbai a destination
it can’t do without.
Under multiple wings and disparate zones,
the mall has more than 250 stores across
0.6 million sq. ft. - so there is always
something for everyone.

Fondly referred to as “Phoenix” or “HSP”, there

is also a variety of dining and entertainment
options – making it an exciting place for
a family to spend the day. Not surprisingly,
today, the HSP welcomes more than
16 million visitors a year!

Staged event at the Courtyard Fine dining at the Copper Chimney

Annual Report 2011

25
Nestled within the HSP Complex,
Palladium is a “must-shop-here” for
all luxury lovers.

Palladium

Designed in the stylish Introduced to Mumbai in 2010 as a large-scale

mall dedicated to upscale & luxury brands,
art-deco style, the mall “Palladium” is a class apart from the rest of the
malls in Mumbai. Home to more than 90 premium
has won many rave brands, from the world’s leading fashion houses,
hot designers and chic boutiques, “Palladium” is an
reviews, recognition unavoidable destination for luxury buyers and has
given the HSP Complex a stronger pull factor in
and awards. gaining the attention of shoppers.

26 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Property Highlights
High Street Phoenix Phoenix Marketcity, Bangalore The Shangri-La
Palladium Phoenix Marketcity, Kurla Upcoming Residential Properties
Phoenix Marketcity, Pune Phoenix Marketcity, Chennai Upcoming Commercial Properties

IMAGINE
CONCEIVE
REALIZE

Emporio Armani at Palladium Gourmet Food Store at Palladium

Annual Report 2011

27
Phase I of the ` 7.8 billion flagship project with
290 fashion and food retailers in the heart of
Pune city opened in June 2011.

Phoenix Marketcity, Pune

The commercial
space at the Pune
Marketcity will enjoy
a great ecosystem
of fine dining,
entertainment and
shopping at the mall.
This property has truly brought a paradigm
shift in Pune in terms of consumer
experience, accessibility to global brands
that were never present in Pune,
an effervescent. atmosphere, massive
parking capacity, sheer scale and
variety of stores, F&B outlets and
entertainment options.

Covering 16.7 acres of land with a total

projected built up area of approximately
2.45 million sq. ft., it is a mixed-use hub
containing retail, entertainment, hospitality
and commercial spaces. It is conveniently
located in the northeast part of Pune city,
on Pune Nagar road, three kilometers from
the airport. It is also conveniently located in
proximity to high and upper middle-income
group residential areas.

Artist’s rendering of the front facia

28 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Property Highlights
High Street Phoenix Phoenix Marketcity, Bangalore The Shangri-La
Palladium Phoenix Marketcity, Kurla Upcoming Residential Properties
Phoenix Marketcity, Pune Phoenix Marketcity, Chennai Upcoming Commercial Properties

IMAGINE
CONCEIVE
REALIZE

Artist’s rendering of the bird’s eye view Artist’s rendering of a promenade

Annual Report 2011

29
With construction at an advanced stage and retail
fit-outs in full swing, the property is expected to be
ready and launched in September 2011.

Phoenix Marketcity, Bangalore

30 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Property Highlights
High Street Phoenix Phoenix Marketcity, Bangalore The Shangri-La
Palladium Phoenix Marketcity, Kurla Upcoming Residential Properties
Phoenix Marketcity, Pune Phoenix Marketcity, Chennai Upcoming Commercial Properties

IMAGINE
CONCEIVE
REALIZE

Much of the retail

areas are already
committed to an
ideal mix of top
international and
domestic retailers Artist’s rendering of the bird’s eye view
and brands.
Covering 14.8 acres of land with a total
projected built up area of approximately
1.9 million sq. ft., The Phoenix Marketcity,
Bangalore, is a mixed-use hub containing
retail, entertainment and residential
spaces. Designed as a “city within a city”,
the Bangalore Marketcity is architecturally
path breaking and an iconic destination
near the commercial centre of Whitefield.
Artist’s rendering of the front facia

Artist’s rendering of the main entrance

Annual Report 2011

31
With retail fit-outs in full swing, the property is
expected to be ready for launch in Q3 FY2012.

Phoenix Marketcity, Kurla

Right at the centre of Covering 21.1 acres of land with a total projected
built up area of approximately 3.2 million sq. ft.,
the city, the property Phoenix Marketcity, Kurla, is a mixed-use hub
containing retail, entertainment, hospitality and
will be an iconic retail commercial spaces. Designed as a “city within
a city”, it is in close proximity to the airports,
and commercial hub downtown south Mumbai, the commercial
hub of BKC and the eastern, western and
of Mumbai. northern suburbs.

32 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Property Highlights
High Street Phoenix Phoenix Marketcity, Bangalore The Shangri-La
Palladium Phoenix Marketcity, Kurla Upcoming Residential Properties
Phoenix Marketcity, Pune Phoenix Marketcity, Chennai Upcoming Commercial Properties

IMAGINE
CONCEIVE
REALIZE

Artist’s rendering of the inside walkways Fitouts and MEP in progress

Annual Report 2011

33
Over 60% of the chargeable area at Phoenix
Marketcity Chennai is already committed to top
Indian and global brands.

Phoenix Marketcity, Chennai

Retail Lobby Area Landscaping Concept

34 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Property Highlights
High Street Phoenix Phoenix Marketcity, Bangalore The Shangri-La
Palladium Phoenix Marketcity, Kurla Upcoming Residential Properties
Phoenix Marketcity, Pune Phoenix Marketcity, Chennai Upcoming Commercial Properties

IMAGINE
CONCEIVE
REALIZE

This Chennai landmark

is progressing as
scheduled and is
expected to be ready
in Q4 FY2012.
Located at Velachery, Phoenix Marketcity
Chennai is a mixed-use asset covering
14.8 acres of land with a total projected built
up area of approximately 2.05 million sq. ft.
During the year, the Company launched
the marketing of the property spaces and
received excellent response from the
retailing community.

Outside Promenade Commercial Lobby Area

Annual Report 2011

35
Mumbai will now have a truly new, much needed
super-luxury hotel.

The Shangri-La

Artist’s rendering of the main lobby

With construction
moving ahead as
charted, Shangri-La
will open its doors in
Q3 FY2012.
The Shangri-La is PML’s first hospitality
Mock bed room
project and will be located in Mumbai -
the financial capital of the country and an
international gateway. With an estimated
project cost of around ` 8.3 billion, this 5-Star
Luxury Hotel will have 410 rooms and 23
serviced apartments.

Mock bath room

36 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Property Highlights
High Street Phoenix Phoenix Marketcity, Bangalore The Shangri-La
Palladium Phoenix Marketcity, Kurla Upcoming Residential Properties
Phoenix Marketcity, Pune Phoenix Marketcity, Chennai Upcoming Commercial Properties

IMAGINE
CONCEIVE
REALIZE

Caption to be here come here

Annual Report 2011

37
In Q1 FY2012 the Company soft launched its
residential project in Chennai with excellent
response from the marketplace.

Upcoming Residential Properties

The residential project

in Velachery, Chennai,
is a three tower
residential complex,
with a total projected
built up area of over
0.5 million sq. ft.
Within the Marketcity complex in Bangalore,
the Company is gearing up to commence
construction of the residential component
by Q4 FY2012. These apartments will be
aimed at the upmarket buyers of the city.
PML also owns one of the largest single land
parcels within the Bangalore city, with some
16 acres in Rajaji Nagar (Malleswaram). With
over ` 8 billion in investment, this project will
be one of Bangalore’s largest single residential
properties.

38 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Property Highlights
High Street Phoenix Phoenix Marketcity, Bangalore The Shangri-La
Palladium Phoenix Marketcity, Kurla Upcoming Residential Properties
Phoenix Marketcity, Pune Phoenix Marketcity, Chennai Upcoming Commercial Properties

IMAGINE
CONCEIVE
REALIZE

Caption to be here come here

Annual Report 2011

39
PML launched the Commercial Property within
Phoenix Marketcity, Pune in September 2010.

Upcoming Commercial Properties

Concept of Orion Retail Boulevard

40 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Property Highlights
High Street Phoenix Phoenix Marketcity, Bangalore The Shangri-La
Palladium Phoenix Marketcity, Kurla Upcoming Residential Properties
Phoenix Marketcity, Pune Phoenix Marketcity, Chennai Upcoming Commercial Properties

IMAGINE
CONCEIVE
REALIZE

With around
0.26 million sq. ft.
of saleable area
in Phase I of Pune,
around 60% of the
area is already sold.
In July 2010, the Company also launched
Phase I of the 0.25 million sq. ft. commercial
area in Kurla, Mumbai, with an excellent
response. With the potential to build
0.8 million sq. ft. of commercial space in
Phase II, PML is poised to create a new
commercial hub in the heart of Mumbai.

Concept of Orion Concept of Orion

Annual Report 2011

41
 Board of Directors
Mr. Ashokkumar Ruia Mr. Atul Ruia Mr. Kiran Gandhi Mr. Shishir Shrivastava Mr. Pradumna Kanodia
Chairman and Jt. Managing Director Whole Time Director Group CEO and Jt. Managing Director - Finance
Managing Director Director
Mr. Atul Ruia is a graduate in Mr. Kiran Gandhi, joined the Mr. Pradumna Kanodia
Mr. Ashokkumar Ruia, aged 65, Chemical Engineering from PML in 1970. He holds a B. Mr. Shishir Shrivastava is a qualified Chartered
is a graduate from Cambridge the University of Pennsylvania Com degree and is a qualified graduated from IHM Bangalore Accountant and company
and has pursued an active and holds a degree in Business Chartered Accountant. He has and has served the Phoenix secretary. He has over 20 years
career in both business and Management from The over 30 years of experience Group entities for past 12 of experience in coporate
sports. He has the unique Wharton School of Finance. He with Phoenix Group and at years in various capacities. management, finance and
distinction of representing the joined the Board of the PML in present acts as a guide for While he was instrumental commercial matters, fiscal and
country in two sports, Bridge 1996 and is the key visionary, the finance, accounts and in shaping HSP to its current strategic planning, budgeting
and Golf, demonstrating an pioneer and force behind the tax teams of the Company. reputation, he also laid the and cashflow management.
inimitable desire to excel in development of High Street He plays an importment role foundations of the service and He heads the finance and
whatever he undertakes. Phoenix, Mumbai’s first retail- in maintaining banking and advisory vertical. Since 2008, accounts teams and plays
led mixed use destination. He investors relationship. He also he has endeavored towards a key role in fund raising,
He joined the Board of the is responsible for strategising plays an advisory role in the the successful culmination liaisoning with banks for debt
PML in 1963. He has vast and overseeing the expansion areas of internal audit and of the Shangri-La Hotel and funding, etc.
experience in managing the plans of the Company which income tax. He is also involved the four Phoenix Marketcity
Company’s affairs over the has embarked upon a pan in various philanthrophic projects which are now being Mr. Kanodia joined the Phoenix
years and has contributed India asset creation strategy activities and is an active launched in phases. He has Group as Group - CFO in
significantly to its growth. under the flagship brand member of Lions Club been elevated to the position March 2010. He has been
He has also played an ardent ‘Phoenix Marketcities’. International. of Group CEO & Jt. Managing elevated to the position of
and active role in the textile Director and continues Director - Finance on
industry serving as a member to oversee several critical April 28, 2011.
of the Committee of the Mill functions of the Company
Owners’ Association, Bombay including corporate strategy,
for several years. He is now debt and private equity fund
actively involved in mentoring raising, investor relations,
the leadership team and legal, business development,
in various aspects of the operations and the Group’s
Company’s expansion plans Hospitality Portfolio.
through its various projects.

42 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Leadership
Board of Directors
Management Team

IMAGINE
CONCEIVE
REALIZE

Mr. Sivaramakrishnan Iyer Mr. Suhail Nathani Mr. Amit Dalal Mr. Shribhanu Patki Mr. Amitkumar Dabriwala
Non-Executive & Independent Non-Executive & Independent Non-Executive & Independent Non-Executive & Independent Non-Executive & Independent
Director Director Director Director Director

Mr. Sivaramakrishnan Iyer Mr. Suhail Nathani graduated Mr. Amit N. Dalal has been Mr. Shribhanu Patki has vast Mr. Amitkumar Dabriwala
is a qualified Chartered from Mumbai University with Managing Director of Amit experience in the architectural graduated from the Calcutta
Accountant based in Mumbai. a degree in Commerce and Nalin Securities Pvt Ltd., since field. He is one of Mumbai’s University. As a Promoter
He is a partner of Patel Rajeev holds a masters degree in law October 1997 and also serves renowned architects with Director of United Credit
Siva & Associates which from Cambridge University as its Director of Research. a number of prestigious Securities Limited (UCSL), a
specialises in corporate finance and an L.L.M. from Duke Mr. Dalal has been Executive projects to his design credit. member of the National Stock
and advises companies on University in the United States. Director of Investments at He is currently the Managing Exchange, Mr. Dabriwala has
debt and equity fund raising, Mr. Nathani is also admitted Tata Investment Corporation Director of M/s P G Patki been associated with the
mergers and amalgamations to the New York State Bar and Ltd since January 1, 2010. Architects Private Limited, capital markets since 1996.
and capital structuring for new the U.S. Court of International Mr. Dalal has experience as a reputed architectural firm He was also responsible for
expansion projects. The firm Trade. He is a founding Investment Analyst in USA for for over four decades. He has setting up the Mumbai branch
also carries out due diligence partner of Economic Laws 2 years. He completed Post- graduated from J. J. School of of UCSL. In 2004 he promoted
work for various companies. Practice, a law firm in Mumbai. graduate Diploma in Business Arts with honours. He is an JNR Securities Broking Private
He practises in the areas of Management from the associate of the Royal Institute Limited which is a member of
Private Equity, Competition, University of Massachusetts. of British Architects and a The Bombay Stock Exchange.
International Trade and He obtained a Bachelor fellow of Indian Institute of Through United Credit group
general corporate matters. Degree in Commerce from Architects and has lectured companies he is also involved
the University of Mumbai and at design colleges in Europe in real estate development,
a Masters Degree in Business and US. leasing and hire purchase.
Administration from the
University of Massachusetts,
USA.

Annual Report 2011

43
 Management Team
Mr. Dipesh Gandhi Mr. Haresh Morajkar Mr. Harjeet Singh Deep Mr. Mayank Ruia

Dipesh has over 14 years Haresh has over 20 years Harjeet has over 15 years Mayank is handling the role
of experience in business of experience with strong of experience working in of Development Director at
development, market research, business management skills diverse fields and focusing on Phoenix, for the Residential
planning and organization and profound experience in construction management. He & Commercial business. Prior
set-up. At Phoenix, he holds the field of Human Resource is the VP Projects and oversees to PML, he was associated as
the position of Group Head for Management and General the Hotel projects of the group Vice President with Everstone
the Residential & Commercial Management. He currently and his current responsibilities Capital Advisors. He was
business. He is involved in heads the HR, Admin and include budgeting, design co- involved into international
driving the business plan, IT functions of the Group, ordination, planning, contracts assignments with UBS
positioning, design briefs playing a key role in strategic and procurement for the hotel Investment Bank, Sagent
with architects, budgeting, HR planning, organisational projects. Advisors and American Capital
execution, launch, marketing development, training and Strategies, New York.
and sales/leasing of the performance management.
respective projects. Over the
past four years he has been
handling the role of business
development and liaisoning
for the Phoenix Group projects
across India.

Mr. P. Vidya Sagar Mr. Rajendra Kalkar Mr. Rajesh Kulkarni Ms. Sangeeta Vernekar

Vidya has over 21 years of Rajendra has over 20 years Rajesh has over 20 years of Sangeeta has over 22 years
experience across various of experience across various experience in driving the of experience and has been a
industries in the areas of fields with expertise in development, planning key member of some of India’s
Corporate Laws, M&A, Legal, property management. He and implementation of the award winning and successful
Compliance and Corporate is the Senior Centre Director project from an architectural shopping centers. At PML, she
Governance. He heads for High Street Phoenix and perspective. He is the Director heads the “Retail Excellence”
the Corporate and Legal is responsible for Operations, of Project Delivery vertical and initiative, supported by a team
functions of the Group and Leasing, Retailer Mix, Legal, receives a steadfast support of retail specialist professionals.
his responsibilities include Customer relationship, from a team of experienced Her role is to service clients
managing the Group’s Commercial & Marketing architects, engineers and other on mall design, architecture,
secretarial, corporate and legal functions and bottom line technical personnel in the signage, lighting and retail.
affairs. profitability of the centre. He design, project co-ordination
also oversees the operations of and delivery for all the
the Pune mall. prestigious projects of the
Phoenix Group.

44 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Leadership
Board of Directors
Management Team

IMAGINE
CONCEIVE
REALIZE

Mr. Shashie Kumar Mr. Shreesh Misra Mr. Sundar Rajan Mr. Surender Pal

Shashie has over 18 years of Shreesh has over 20 years of Sundar has over 23 years Surender joined the Phoenix
experience in the field of Retail, experience in diversified fields of experience in executing Group in 2005 as General
Real Estate/Infrastructure of Hospitality, Retail, Real Estate various infra, retail, hospitality Manager – Operations (HSP)
Management, Market Research and Mall Management. He is and commercial projects in and has over 20 years of
and Marketing Services. He is currently the Centre Director India and abroad. He is the experience in operations
currently handling the role of for Phoenix Marketcity, Kurla. Dy. Head Projects (West) of and leasing After running
Centre Director for Phoenix His key role is to ensure the the group and his current the centre successfully for
Marketcity, Banglore. His key successful implementation of responsibilities include more than four years he
role is to ensure the successful pre launch activities, such as project management, cost was promoted to head the
implementation of pre launch marketing, public relations and planning, design co-ordination corporate leasing as Director-
activities, such as marketing, retailer transition. He will also and execution of projects Leasing. Recently, in July 2011,
public relations and retailer be responsible for managing within time, cost and quality he was promoted again as
transition. He will also be the operations of the property parameters. Chief Operating Officer - Malls,
responsible for managing the and for achieving the bottom whereby he is responsible for
operations of the property and line profitability of the centre. developing and implementing
for achieving the bottom line the right retailer mix and retail
profitability of the centre. leasing plans for all Phoenix
Marketcity projects.He works
closely with the Marketcity
Centre Directors to ensure
smooth operations of the
malls.

Annual Report 2011

45
Corporate Information
BOARD OF DIRECTORS AUDITORS
1. Mr. Ashokkumar Ruia M/s A. M. Ghelani & Company
Chairman & Managing Chartered Accountants
Director
M/s Chaturvedi & Shah
2. Mr. Atul Ruia
Chartered Accountants
Jt. Managing Director
3. Mr. Kiran Gandhi BANKERS
Whole - Time Director Corporation Bank
4. Mr. Shishir Shrivastava
Group CEO & COMPANY SECRETARY
Jt. Managing Director Ms. Minal Bhate-Dandekar

5. Mr. Pradumna Kanodia

Director - Finance
6. Mr. Amitkumar Dabriwala REGISTERED OFFICE
Director 462, Senapati Bapat Marg,
Lower Parel, Mumbai - 400013.
7. Mr. Amit Dalal Tel : 022 - 24964307
Director Fax: 022 - 24938388
8. Mr. Sivaramakrishnan Iyer Website : www.thephoenixmills.com
Director Email: investorrelations@highstreetphoenix.com
9. Mr. Shribhanu Patki
Director
CORPORATE OFFICE
10. Mr. Suhail Nathani Shree Laxmi Woollen Mills Estate,
Director R.R.Hosiery Bldg,.
Off. Dr. E. Moses Rd., Mahalaxmi,
Mumbai - 400011.
REGISTRAR AND SHARE Tel : 022 - 30016730
TRANSFER AGENT Fax: 022 - 30016818
Link Intime India Private
Limited,
C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (West),
Mumbai - 400 078.
Tel. No.: 022-25963838
Fax No.: 022-25946969

46 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Corporate Information

IMAGINE
CONCEIVE
REALIZE

Reports and
Financials

Annual Report 2011

47
 Management Discussion and Analysis IMAGINE
CONCEIVE
REALIZE

The Indian Economy commercial spaces and malls have been witnessing
an upturn recently due to a shortage of quality retail
According to the Ministry of Statistics and Programme space in metro cities such as Mumbai, Chennai and
Implementation (MOSPI) estimates, the Indian economy Bangalore. The leasing activity in these areas has
registered a growth of 8.5% in FY2011 driven by the increased, as retailers are confident that the pent-
agriculture, manufacturing sector, government and up demand for consumer spending is not about to
consumer spending. Financial, insurance, real estate slow down anytime soon. Besides retail, the market
and business services retained their growth momentum is witnessing a strong rebound in demand for office
at around 10% in FY2011. Strong industrial output and spaces by Banking, Financial Service and Insurance
growing consumer confidence have been increasingly (BFSI) sector, aviation, consulting and IT/ITES services.
attracting foreign investors into the country. According
to the United Nations Conference on Trade and Despite economic and liquidity challenges in the short
Development (UNCTAD), India ranked second among term, the Indian real estate industry is set on a path of
global Foreign Direct Investment (FDI) destinations in steady long term growth with intermittent corrections.
2010 and will continue to remain among the top five The primary reason for this is the strength of India’s age
most attractive destinations for international investors demographics in which a high proportion of English-
during 2011-12. comprehending young working professionals is growing
in number, and a massive increase in the number of
With respect to India’s real estate sector, the industry households with discretionary spending power, leading
market size is expected to reach US$ 180 billion by to retail and domestic demand becoming a key impetus
2020. This is also one of the highest FDI attracting to the economy. With approximately 55% of India’s
sectors in India, having recorded inflows in excess of US$ workforce earning their livelihood and producing around
9.5 billion during April 2000 - January 2011. However, the 19% of India’s GDP, it continues to be a key part in the
FDI coming into the real estate sector fell by more than Indian economy.
60% in the first 10 months of 2010- 11 to US$ 1 billion
as compared to US$ 2.6 billion in corresponding period With quantum rise in lndia’s overall infrastructure
of previous year. Despite this temporary slowdown, investment and bolstered by an increasing affluent
the FDI flow into India’s real estate sector is expected populace with rising consumption and dwelling
to witness an addition of US$ 21 billion over the next development, PML is well positioned to benefit from the
10 years.The current contribution of the real estate robust domestic consumption story.
sector to India’s GDP is approximately 5%, which is also
expected to grow in line with a minimum GDP growth
rate of 8%+ in the coming years. The Retail Sector
Cushman & Wakefield Research computes India’s
The Indian Economy is currently gripped by a retail market size at approximately US$ 600 billion in
combination of rising inflation, high interest rate, 2010; while the organised retail market accounts for
liquidity crunch and slowdown in industrial output. US$ 50 billion. The retail market in India is expected to
In an effort to curb the rising inflation, the Reserve Bank witness a surge in demand on account of the country’s
of India (RBI) hiked both the repo rate and the reverse economic environment showing steady growth, coupled
repo rate by 50 basis points (half of one percent) to with improvement in employment and consumption
8.0% and 7.0% respectively in July 2011. The RBI has expenditure levels.
raised key policy rates for the eleventh time since
March 2010, leading all financial institutions to hike The demand for retail space in malls across India is
their lending rates. While this might be an appropriate expected to reach approximately 55.26 million sq. ft. by
measure to bring inflation under control, it is likely to 2014. Presently, there are over 200 malls across India
impact the profitability of many sectors, real estate with total retail space of approximately 56 million sq.ft.
being one among them. Of these, NCR itself accounts for approximately 30%
of the mall supply in the country. Besides malls, main
Since most banks have already reduced their exposure streets accounts for a significant share of retail space
to the real estate sector with developers owing more in the country. The top seven cities are expected to
than ` 250 billion debt, this series of increase in witness about 53% of the total demand for retail space
lending rates comes as a serious challenge to the in malls across India. NCR, Mumbai and Bangalore are
sector. Developers have to turn to the private sector expected to account for about 37% of the total demand.
for financing construction, which inevitably comes at Bangalore is likely to witness the highest cumulative
a higher price. This, in turn, would increase the cost demand for mall space at approximately 7.7 million
of construction in the near term. The demand for

48 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Management Discussion and Analysis

New Completions Hospitality Sector Supply-Demand Analysis

Net Absorption Marketwide Occupancy: 2010
Vacancy

80%

Avg. Occupancy Rate in 2010 (%)

24 36% 75%
Completions /Absorption (million sq ft)

70% NCR
20 30%
Pune Chennai
65%
16 Ahmedabad Kolkata Mumbai
24% 60%

Vacancy (%)
Bangalore
55% Hyderabad
12 18%

50%
8 12%
45%
4 6%
40%
2 3 4 5 6 7 8 9 10 11 12 13 14
0 0% Population (in Mns 2001 Census)
2005 2006 2007 2008 2009 2010 2011F 2012F 2013F

Source: Real Estate Intelligence Service, JLL, Q1 FY2011 Source: Cushman & Wakefield Hospitality

sq.ft by 2014, closely followed by Mumbai with demand However, the sector has witnessed a dip in tariffs
anticipated at 6.5 million sq.ft. and occupancy lately, primarily on account of the
economic slowdown, coupled with terrorism incidents
The retail market is picking up its pace by evolving and also new supply entering the market. While the
as a more organised sector. Developers’ bid to take average occupancy rates in NCR, Mumbai, Bangalore
advantage of the rapid growth in the retail sector prior and Chennai are expected to drop to a low of 56%,
to the economic slowdown, without proper studies, 58%, 52% and 53%, respectively, it is likely that the
led to an oversupply situation in many micro markets drivers of demand remain strong and are likely to
and today a number of mall developments are under facilitate the market revival relatively quickly. The
different stages of construction all across the country. chart above illustrates the positioning of each market
To a great extent, the supply has overshot the growth in in perspective of the marketwide occupancy in 2010,
demand, primarily across the top seven cities of India. with the population size as per the 2001 census and
However, by 2013, the situation is likely to stabilise with the quantum of supply in each market in 2010 (as
a more assessed supply likely to enter the market while illustrated by the size of each sphere).
the demand also steadily increases over a period of
time. As an example, in Kolkata, Mumbai and Bangalore, All eight markets are expected to witness above 10%
the demand-supply dynamics has played itself out better growth in demand year-on-year over the next five years,
and may probably balance out in the long-term. with NCR leading at 18%, followed by Hyderabad,
Bangalore, Chennai, Ahmedabad, Pune and Mumbai.
The Hospitality Sector This compares to Chennai and Ahmedabad leading the
eight cities with the highest average growth of 19%,
One of the key reasons for the growth of the Indian
respectively, in rooms supply over the next five years,
Hospitality sector has been the steady growth in the
followed by NCR (18%), Kolkata (17%), Bangalore (15%),
overall economy and substantial growth in sectors
Hyderabad (15%), Pune (14%) and Mumbai (11%).
including information technology, telecom, banking and
finance, insurance, construction, retail and real estate.
According to Cushman and Wakefield, India is fast Residential Development
becoming one of the most preferred destinations among The demand-supply scenario in India’s residential
international tourists. Moreover, given the growing real estate sector is dependent on factors viz.
number of foreign tourists, the hospitality sector in India urbanization, disposable income levels, access to
is expected to rise to US$ 275 billion in the next 10 finance and the trend towards nuclear families.Non
years. The sector is also expected to see investments Resident Indians (NRIs) and High Net worth Individuals
of over US$ 11 billion in the next two to three years. By (HNIs), too are key potential buyers in the high end and
CY2011, about 40 international brands are expected to premium residential categories in India. Growing at a
be present in India. Compounded Annual Growth Rate (CAGR) of 15% by
2014, the pan-India cumulative residential demand is
estimated to stand at approximately 4.25

Annual Report 2011

49
 Management Discussion and Analysis IMAGINE
CONCEIVE
REALIZE

Rising residential prices lead to stabilization of absorption rate. New Launches

Net Absorption
Absorption Rate
24.4%
100,000 25.0%

(Net Absorption as Percentage of Available Stock)

21.3%
21.4% 20.7%
80,000 18.9% 19.7% 20.0%
17.5%
Number Residential Units

17.6%
15.2%

Absorption Rate
60,000 13.3% 14.3% 15.0%

9.6%
40,000 9.3% 10.0%

20,000 5.0%

0 0.0%
1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11

Source: Real Estate Intelligence service, JLL, Q1 FY2011 which was initially led by telecom and pharmaceutical
industries in 2009, has now been strengthened further
million units. About 60% of total estimated demand by improving conditions in BFSI and IT/ITES sectors.
by 2014 is spread across India’s top seven cities,
with Tier I metropolitan cities such as the NCR and
Mumbai expected to account for approximately 40% of IT-ITeS Export Revenue IT-ITeS Export Revenue (USD Billion)

total demand. Mumbai is likely to witness the highest and Employment in India IT-ITeS Employment (Million People)

cumulative demand growth of 23%, followed by NCR,

66 3
which is likely to witness a growth of about 20%.
60

While the housing sector has recorded healthy demand 54 2.5

IT-ITeS Employment (Million People)

IT-ITeS Export Revenue (USD Billion)

over the last few quarters, supply largely remains 48

constrained owing to the slow pace of construction 42
2
activity during 2009-10. As a result of which, demand
36
across the top seven cities is estimated by Cushman 1.5
30
& Wakefield to be three times higher than supply
during 2010–14. However, this ratio differs within the 24
1
segments where this gap is higher for affordable and 18
mid segment when compared to high end and luxury 12 0.5
segment. Across the major seven cities, while mid range 6
housing segment is expected to witness about three 0
0
times higher demand than upcoming supply, high end 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11
segment is expected to witness a demand supply gap of
approximately 1.5 times. Source: Department of Information Technology, Govt. of
India (JLL)
Commercial Development and
Leasing On the supply side, Mumbai is likely to witness the
The Pan-India office space demand over the next five highest addition to stock during the period, with 39.7
years (2010–14) is estimated to be approximately million sq.ft. of office space likely to get operational by
240.7 million sq.ft., of which the top three cities 2012. The growth in demand during the same period
comprise of 46% of the total demand. Cities such as is expected to be in line with the supply over the years,
Kolkata and Chennai are, however, likely to generate which will most likely sustain the values at current
demand at a faster pace at a CAGR of approximately levels. Bangalore will be the only major Indian city
22% and 17%, respectively. Bangalore, is expected to where demand exceeds new supply each year. Although,
witness the highest cumulative demand of 42.1 million demand appears to exceed new supply consecutively
sq.ft. during the period, followed by Mumbai, owing during 2011-13, it may not imply a considerable
to the increasing interest from corporate firms and strengthening of license fees from current levels, as
renewed growth from the IT/ITeS sector. The demand, they have been firm in the recent years vis-à-vis other

50 cities where license fees have declined.

The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Management Discussion and Analysis

Our 7 Pillars of Growth

Win-Win End-to-End
Business Delivery Skills
Arrangements
Ownership
and Operation
Model

Leadership Knowing
our Target Strategic Strong
in Retail
Consumers Relationships Management
format
Capabilities

Leadership in the Retail Format

Stemming out of our pioneering success story of High These 7 pillars are the basis on
Street Phoenix, we are at the cutting edge of developing which we are suitably positioned
retail led mixed-use destination assets. The introduction
of “Palladium” and a line of path-breaking and iconic to capitalize on India’s compelling
“Marketcity” centres across India’s leading Tier I cities consumption story.
has clearly demonstrated our ability to “Imagine.
Conceive. Realize”. With the best minds from the world
ideating our designs and concepts, we have mastered
the challenge of local adaptation and execution. Based Knowing our Target Consumers
on our ability to optimize the development potential of We believe that the business of developing and
our land parcels, our properties enjoy better viability operating successful malls is attributable to identifying
with lower risks. We also attract superior quality the consumption behavior of target consumers within
tenants, maximise the spend of captive footfalls within a catchment area and matching the retail and brand
a destination, attract globally renowned operators for mix within a mall to suit consumer demand. We also
our hospitality SPVs, which allows us to participate believe that the income earning potential of a mall is not
confidently in remunerative revenue share models. directly linked to the factor affecting prevailing license
fees in the vicinity, but is more linked to a mall’s tenant
Ownership and Operation Model mix and quality of management. We intend to maximize
In contrast to traditional real estate development the potential of a particular catchment area by having
companies that develop and sell properties, we own the right tenant mix, which we believe leads to higher
most and operate all of our shopping malls. As a consumption rates from higher quality footfalls.
Group, we currently own and operate a total licensable
area of approximately 3.5 million sq. ft. across seven Win-Win Business Arrangements
shopping malls, directly, through project-specific SPVs For our mall developments, we have adopted a licensing
and through our investee companies. This assures us model, whereby we own and operate the malls we
of stable revenues for the terms of the various leases develop. We have licensed and plan to license out space
that are generally for 36 to 60 months. The Group has across various properties where we receive healthy fees
concrete plans to add more than 3 million sq. ft. of and a percentage of revenue generated by the tenant.
retail space over the next 3 years which will continue to While this assures us of minimum licensing fees across
provide the Company with steady recurring revenues. our retail properties, it also enables us to receive a
With a pan India strategy, we are also able to enjoy share of the revenues generated by our tenants’
certain cost advantages derived from its economies in-store sales, which aligns our interests with those
of scale and are able to better manage and leverage of our licensees. Given our business model and
our relationships with the foremost retailers shaping structuring of agreements, our total income from

51
India’s consumption story. a retailer increases as consumption increases.

Annual Report 2011

 Management Discussion and Analysis IMAGINE
CONCEIVE
REALIZE

This differentiates us from other typical real estate Operations Review

development companies and links our business model
to the potential upside of growing consumption patterns A key pillar supporting the Company’s growth
of target micro-markets. momentum is its ability to also establish customised
and innovative commercial arrangements with its
licensees. Depending on various business factors, they
Strategic Relationships include a judicious combination of basic Minimum
We believe that our malls are the preferred choice
Guarantees (MG) and Revenue Share that offer retailers
among retailers in the cities in which we operate and
attractive terms and PML the opportunity to act as a
provide a platform for renowned international and local
stakeholder in the retailer’s business. As each retail
brands to expand their businesses in such cities with a
centre matures into high traffic malls with strong sales,
common partner. To successfully license out a mall, we
PML expects to keep improving the ratio of its shared
believe that the retailer’s confidence in the developer is
revenue income, giving the Company an upside on its
a very important factor, especially in fast growing and
revenue earning potential.
emerging cities where there are few organised national
developers. We believe that retailers have confidence
in us due to our track record in achieving financial
closure, commissioning of our projects, our commitment
Phoenix Marketcity mega-
to international design parameters & quality and our malls are fast becoming an
operational expertise.
indispensible beachhead for
End-to-End Delivery Skills many global luxury brands
Through our services vertical Marketcity Resources
Private Limited, we have carved a reputation as a looking to enter India.
successful property developer, having strong execution
capabilities to successfully complete quality projects.
We believe that we are one of the few developers in PML Group boasts of “The Largest Retail Led Mixed Use
India who have the range of end-to-end skills required to Developments” of around 15+ million sq. ft. within the
develop and operate a mall, including land identification country, comprising of Malls, Hospitality, Commercial
and acquisition, design, project management, and Residential developments, with many of its
Mechanical, Engineering and Plumbing (“MEP”) services projects expected to be completed between FY2011
and interiors and fit-outs. and FY2013. PML has one of the largest leasing teams
in the country with over 50 professionals. The leasing
team has been able to close main anchor commitments
Experienced and dedicated management for all the PML projects – Pune, Bangalore, Kurla
We have an experienced, qualified and dedicated and Chennai. It has created long-term symbiotic
management team, many of whom individually have relationships with leading domestic and international
over 15 years of experience in their respective fields. brand houses. For several brands, PML has become
We believe our operational properties illustrate our a single window platform to launch them on a pan
management’s capability to deliver high quality projects India basis through the organised retail market. Going
in a highly competitive business, secure financing and forward, the Company is receiving avid interest from
execute complex projects on time. All of these properties leading international brands that are looking to step
have required attracting a number of anchor tenants into the Indian market through the most appropriate
and obtaining significant financing from a number of environments that complement their brands and that
institutional lenders. In addition, our brand name and give them access to the right kind of aspirational
reputation have assisted us in recruiting and retaining consumers. Phoenix Marketcities are fast becoming an
some of the best talent in the business. We also provide indispensible beachhead for many of these global luxury
our staff with competitive compensation packages and brands looking to enter India.
a corporate environment that encourages responsibility,
autonomy and innovation. We believe that the
experience of our management team and its in-depth
understanding of the real estate market in India will
enable us to take advantage of both current and future
market opportunities.

52 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Management Discussion and Analysis

High Street Phoenix (Hsp)

and Palladium
Both HSP and Palladium performed excellently during
FY2011. The year witnessed the first full fiscal year
performance of Palladium, along with several license
renewals, rate revisions and new brand entries in the various
wings of HSP. Palladium, celebrated its first anniversary
on September 26, 2010. Decorated with fairy lights and
chandeliers, the event offered shoppers a breathtaking view
of the mall and an opportunity to meet Ms. Shobhaa De,
the special guest for the event. To mark the occasion, the
Company donated a percentage of the proceedings of the
anniversary day’s sale to Habitat for Humanity India.

The combined HSP and Palladium portfolio houses over

223 licensees. The overall trade volumes within this
destination centre increased 80% to reach ` 7.8 billion,
producing a per square feet average of ` 1,389, up by
12% from the previous year.

Trade in ` million (HSP & Palladium)

9,000 These impressive results came in on the back of

7,880 strong global brands, greater trade volumes and an
8,000
7,000 improved array of fine dining and entertainment options.
6,000
More importantly, the properties enjoyed near 100%
occupancy levels for the Palladium and more than 95%
5,000 4,371 occupancy for HSP; a significant upsurge in footfalls and
4,000 strong demand from licensees.
3,000
2,000 Opened to rave reviews in FY2010, the 0.3 million
1,000
sq. ft. premium mall of Mumbai, “Palladium” at High
Street Phoenix, continued to be the star attraction
0
FY2010 FY2011 through FY2011. The concentration of a number of
famous and highly revered brands at the Lower Parel

Footfall Trend at HSP & The Palladium

1,800
1,600
1,400
1,200
1,000
(’000s)

800
600
400
200
0
Jan - 11

Feb - 11

Mar - 11
Apr - 09

Jun - 09

Aug - 09

Sep - 09

Oct - 09
May - 09

Jan - 10

Apr - 10

Jun - 10

Aug - 10

Sep - 10

Oct - 10
Jul - 09

Nov - 09

Dec - 09

Feb - 10

May - 10
Mar - 10

Jul - 10

Nov - 10

Dec - 10

Annual Report 2011

53
 Management Discussion and Analysis IMAGINE
CONCEIVE
REALIZE

facility has given the HSP and Palladium location To engage with the customers and retailers within the
stronger USPs in gaining the attention of the discerning facility more intimately, the management introduced
customer. Taking the average of the latter half-year of 3 Mall Signature Events: Monday Makeover; Techie
the FY2011, the facility is witnessing an average annual Tuesday and Thursday Jam-ins, leading to a significant
footfall exceeding 16.8 million people. It also recorded improvement in Internal Retailer’s Feedback Score. The
more than 450,000 four-wheelers and 1.24 million two- Company also introduced a reward & recognition system
wheelers visiting and using the parking facilities during for Agencies and Vendors and a “Go-Green” Campaign
the year. With the car park experiencing solid usage, was initiated. To promote a better awareness, an
the HSP facility has further enhanced its footfall and Outdoor Campaign promoting Palladium was launched.
established an additional income generation source. During the year, the property also hosted several
The new car parking facility has immensely increased events and promotions in which many celebrities were
the convenience factor of visiting HSP, negating the present. Personalities like Sir Jeffrey Archer (Opening
adverse parking supply position in the Lower Parel area - Landmark book store), Ms. Deepika Padukone (Aviva
generally. The Company also introduced a valet service Life Insurance campaign - ‘Great Wall of Education),
that greatly enhances the convenience and visiting Mr. Sachin Tendulkar (Brand Awareness - Toshiba), Ms.
experience at property. Asin & Mr. Irfan Pathan (Big Bazaar Fashion Show) and
the New Zealand & Sri Lanka cricket teams visted the
New brand introductions during the year include mall and added to the vibrancy by mingling with the
Canvas (a restaurant bar subset of the Comedy Store), crowd.
California Pizza Kitchen, Timberland, The Canon Store,
VLCC, Quicksilver, Roxy, Mango, Aldo, Loccitaine, Da
Milano, Wrangler, Hidesign (relocation into Palladium),
Phoenix Marketcity, Pune
Redefining lifestyle in Indian cities, the Company formally
Food Hall - a gourmet store, Tanishq & World of Titan
announced the opening of Pune’s largest lifestyle
and Dolce Vita (in contracts).
and shopping destination Phoenix Marketcity, Pune
on the June 28, 2011. The project involved an equity
HSP and Palladium feature several brands that have
investment of ` 1.6 billion. With a total investment of
entered the Indian market for the first time. They include
over ` 7.5 billion, Phoenix Marketcity, Pune, is a mixed-
The Comedy Store, Manchester United, Bo-Concept,
use asset covering 16.7 acres of land in Viman Nagar,
Vero-Moda, Diesel, Etro, Hamleys, Neutrogena, Bliss
with a total projected built up area of 3 million sq. ft.
and Rendez-Vous . Some first time in Mumbai brands
include Punjab Grill, Asia 7, Zara and The Nature’s Co.
The Company expects the Pune Marketcity to generate
substantial income for the group from FY2012 onwards.
Within the HSP facility, the Company was also able
At the time of publishing this annual report, over 110
to enter into a revenue sharing agreement and an
stores had commenced operations with several more
upward review of its chargeable license fees to a large
under fitouts.
Licensee occupying a significant area just under 50,000
square feet. This is a testimony to our strategy towards
The opening ceremony was attended by over 1,000
infrastructure enhancements, strong retailer loyalty,
guests,with 33 brands inaugurating their stores in
space expansion, higher quality and new contemporary
Phoenix Marketcity, Pune on the launch day. More
global brands.
than 85% of the retail area is already licensed out to a
highly selective group of brands,numbering 220 in total.
During FY2011, the Company invested in installing
The mall comprises of a large courtyard, hypermarket
a full-fledged security and surveillance network. This
and departmental stores, bookstores, electronics and
included a COMMAND CENTRE with links to the Police
Station, Police Control Room, the Fire Brigade, the
Ambulance services, Hospitals, Doctors on call, 24 With the doors of Phoenix
hours Chemist and the Blood bank. It also added
a Fire Equipment Status Board to monitor the fire Marketcity now open, this
equipment gas bank, an ERT team, stretcher team,
first aid box, wheel chairs and breathing apparatus.
will be the first time that
A public announcement system was also installed in the residents of Pune will
Palladium, Grand Galleria and Sky zone. An 80 line
Trunking Radio with Base Station was also installed to experience something of this
connect the security team with the ERT, operations and
housekeeping, parking and engineering staffs.
scale and grandeur…

54 The Phoenix Mills Limited

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Management Discussion and Analysis

toy stores. It also has community spaces, kids gaming get shoppers to stay for longer durations; the height
zone, retail, F&B, Entertainment and one of the biggest of each floor, the storefronts and the show windows
multiplexes in the city. The presence of various high- are designed to complement brand visibility; the
end international brands, many of which are being stores are made to order for the categories it caters
introduced to Pune for the first time (such as clothing to; the lower basement parking and the multi-level car
line ZARA) is also a part of this complex. The ground parking allow consumers to park on the nearest level
floor has a zoning comprising of the ‘Hypermarket’and to your store; there are escalators in every atrium with
Youth zones having major anchors and brands like Star banks of elevators in the middle of the mall to provide
Bazaar, Blu O, Jammin, Levis, Spykar, Lee, Wrangler and quick vertical transportation; and there are two grand
Wills Lifestyle. The upper ground has a zone comprising entrances, for pedestrians off the main Nagar Road and
of the international fashion brands such as Zara, Guess, through the Boulevard entrance. In the early stages of
Nautica, Esprit, S Oliver, Jack & Jones, Veromoda operations, the management is placing particular focus
and Lacoste. The first floor has a zone comprising of on establishing the highest standards of customer and
women’s, men’s and kid’s zones with brands such as consumer service, with an ideal ambience incorporating
Pantaloon, Westside, Reliance Trends, Peter England, the best in sight, sound and smell to replicate the feel of
Daniel Hecter, and Lilliput World. Finally, the second floor being within the best malls globally.
has a zone comprising of the multiplex, leisure and the
food court with brands such as PVR, Landmark Books, The Company also launched the Commercial Property
KFC, McDonalds and Subway. within Phoenix Marketcity in September 2010. The event
received unprecedented response, with attendance
Phoenix Marketcity, Pune, is designed as a premium from the leading real estate brokers and more than
lifestyle iconic destination, recreating the ambience 200 national and international channel partners. With
and experiences of the most glamorous destinations. around 0.26 million sq. ft. of saleable area in Phase I,
This will be the first time that the residents of this city around 60% of the area is already sold with the balance
will experience something of this scale and grandeur. expected to be sold shortly. The premises are currently
Certain key architectural attributes of the mall are being delivered and would continue doing so until
designed to be both retailer and consumer friendly December 2011. As part of Phase II for this project,
and most importantly to draw consumers to visit the there are plans to build additional commercial space at
property repeatedly. These include features such as Phoenix Marketcity, Pune and construction for the same
a race-track circulation design on all floors; all the should commence by the end of FY2012.
brands are on either side of walkways; designed to

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 Management Discussion and Analysis IMAGINE
CONCEIVE
REALIZE

Retail Excellence through design rampant activity at the Marketcity Pune property which
was nearing its completion of construction and store
Creating the ‘WOW’ factor fit outs during the year. Even the Marketcities at Kurla,
PML operates on some simple yet powerful fundamental Bangalore and Chennai, which are fast approaching
approaches. The most powerful one is the need to completion in the running FY2012, the team has
ensure that the design of a property is in itself a key been prolifically active in creating great results. In this
driver for success. The idea behind this approach is regard many licensees have gone beyond their normal
to capture the consumption story of India by giving it configurations to create a superlative ambience within
world-class properties. The Company has engaged one their respective environments. The “Jury’s Special
of the world’s most successful and respected property - Emerging Retailer of the Year (Mall)” Award given
designers Benoy (UK/Hong Kong) and PG Patki (India) to Palladium by Asia Retail Congress in 2011, is a
amongst other leading architects. The outstanding testimony to PML’s design success and strong belief in
designs of the Company’s evolving portfolio are the driving retail excellence.
result of the Company’s Jt. Managing Director, Mr. Atul
Ruia’s energy and passion for winning at the design The Retail Excellence Team spurs its licensees to achieve
stage itself. The Company’s seriousness on this aspect the best possible results by sharing their know-how and
is in no short measure reflected by the participation passion for retail design and by working hand-in-hand
of Mr. Shekhar Patki (of PG Patki) himself on the with retailers to strive for excellence. This team supports
Company’s Board of Directors. the retailers with guidelines, innovative ideas and a
myriad of other solutions to optimize retail business at
However, the Company believes that apart from each centre. With such inputs the retailers are better
ideating, conceiving and creating well-designed mall equipped to build retail spaces that look fabulous in a
superstructures, it’s the stores, restaurants and time-bound manner. In addition to design inputs, the
entertainment venues that will drive consumers to team also acts as a customer interface and conduit for
visit and spend both money and time at our malls. other interdepartmental teams of the Company. This way
Therefore, it becomes vital for the stores to be designed the retailer is greatly relieved to have a single window for
with out-of-the box ideas to create a wow factor for addressing issues during its fit out. The Retail Excellence
consumers. Highlighting the importance of this fact, Team also drives a comprehensive communication
PML has established a dedicated ‘Retail Excellence program for retailers fit outs. By recording the progress
Team’ comprising of retail specialist architects that are of drawings, design reviews and fit outs in standardized
singularly focused on ensuring aesthetically designed formats, the company is able to closely track the
stores at all the centres. FY2011 was a particularly busy movement of the project build out. Each fitting out retail
year for the team. Not only were there many new brand unit is taken as an independent project and gets careful
introductions at HSP and Palladium, but also there was attention and emphasis by the team.

56 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Management Discussion and Analysis

Due to the uniqueness of the concept and

its excellent content contributed by several
thought leaders in this space, “BEGINNINGS
2010” won the “Gold WOW Award 2011
for Events and Experiential Marketing
Industry”.
Caption will come

Striking a Chord Through awards and the jury was very appreciative of the unique
concept and innovative format. As this event focused on
“BEGINNINGS 2010” imparting knowledge on improved business standards
To realize our vision of having the finest retail
for all stakeholders of the Company, the event was also
destinations in this region, PML realizes that stunning
nominated for the ‘Education program/tour of the year’
stores make a great destination. In recognition of
category. Phoenix’s Marketcity concept was the only
this imperative, the Company hosted an event called
winner of this award under the ‘Education’ category.
‘Beginnings’ in June 2010, with the objective of exposing
More important than the awards, the real benefit of this
our retailing partners to the best minds in the point-
event was its success in driving home the message of
of-sale design fraternity. The event was successful
retail excellence, which was embraced enthusiastically
in inspiring both designers and retailers to conceive
even months later, when retailers had kept key lessons
compelling store designs and achieve a new level of
in mind while planning and executing their store
excellence within the Indian retail industry. Attended
designs at the HSP, Palladium and the Marketcity in
by key directors, owners and chief designers of some
Pune. Specifically, the new stores of Armani, Landmark
125 organizations, such an event was held for the first
and Swarovski at Palladium were prime example of
time ever in Mumbai at the Comedy Store venue within
superlative design, new format and creativity. One can
the Palladium. Due to the uniqueness of the concept
experience several examples of innovative design at
and its excellent content contributed by several thought
Phoenix Marketcity Pune. Similarly, the team expects
leaders in this space, it won the “Gold WOW Award
to repeat this feat across all its projects currently in
2011 for Events and Experiential Marketing Industry”.
advanced stages of fit outs.
For the industry, this was one of the most prestigious

Annual Report 2011

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 Management Discussion and Analysis IMAGINE
CONCEIVE
REALIZE

Case Study in Retail Excellence: Swarovski at Palladium

It’s our privilege to be

associated with the Phoenix
Group and through them,
showcase our products to
the various customers who
are regular visitors of these
locations. Sukanya Duttaroy
Director- Consumer Goods
Business, Swarovski

“The Swarovski brand is represented in over ‘Crystal Forest’ illustrates the deep affinity and
120 countries worldwide and is highly visible intimate relationship between crystals and
through 1,700 Swarovski boutiques. For a nature. Globally we were revamping our retail
brand like Swarovski that is constantly gaining design concept to “Crystal Forest”, thereby
ground, diversifying and re-affirming its position owing to our strong and successful relationship
as the most loved and exclusive fashion brand, with The Phoenix Group, they became our
it is of utmost importance that we choose natural choice for the store properties in India.
the right properties for our boutiques. It’s our Our relationship continues to grow as we have
privilege to be associated with the Phoenix two stores: one in the Palladium Mall, Mumbai
Group and through them, showcase our and the other in Phoenix Marketcity, Pune. We
products to the various customers who are will soon be opening another store in Phoenix
regular visitors of these locations. Marketcity, Kurla, Mumbai.

Phoenix as a group has definitely come up We believe that the group will set new
as the best mall developer and, going by the benchmarks in the development of malls and
number of footfalls, we are assured that we are we wish the group success in all their future
reaching out to the right customers and that endeavours.
there is continuing success for us as retailers.
The malls of the Group have a strong pedigree We hope the relationship becomes stronger for
and tenant mix which is evident in the number a fruitful journey together.
of footfalls.

58 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Management Discussion and Analysis

Case Study In Retail Excellence: Parcos at Palladium

shopping atmosphere for the retailers and their
The Retail Excellence Team customers - hence we are present in Pune,
Bangalore and the Kurla Marketcities and at
at Phoenix has liberally the HSP at Lower Parel in the form of Multi
shared with us valuable Brand Outlets and Mono Branded Boutiques.

inputs from the conceptual The group complements our retail expansion
plans by providing an ideal retailers mix in each
design to the aesthetic look location so that we can customise our retail
and feel of our store. format as per the target audience in the area.
Shashi Kapur
Head Retail The Retail Excellence Team at Phoenix has
Intercraft Trading Pvt. Ltd. liberally shared with us valuable inputs from
the conceptual design to the aesthetic look and
“We are happy to be associated on a long feel of our store. They have been cooperative
term basis with the HSP/Marketcity teams as and helpful. Phoenix is truly a lifestyle platform,
our preferred business partners. We believe giving an enjoyable and a worthy experience to
that their malls have the correct blend of all the stakeholders.”
varying elements to provide the choicest

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 Management Discussion and Analysis IMAGINE
CONCEIVE
REALIZE

Projects Phoenix Marketcity, Kurla (Mumbai)

During FY2011, the Company had the following projects Retail
that were under various stages of construction and Phoenix Marketcity Kurla in Mumbai, a mixed-use
fit-outs: asset covering 21.1 acres of land with a total projected
1. Phoenix Marketcity Pune (Phase I retail built up area of 3.2 million sq. ft. is, heading towards
component launched in June 2011) completion and commissioning by Q3 FY2012. The total
2. Phoenix Marketcity Bangalore (E) equity investment in the project has been ` 3.1 billion
3. Phoenix Marketcity Kurla (Mumbai) while the total project cost for Phase I is estimated to be
4. Phoenix Marketcity Chennai around ` 11.3 billion. Similar to all the other Marketcity
5. Bangalore (W) Residential projects, the Company has been able to capture quality
6. Shangri-La Hotel at High Street Phoenix clients at premium license fees. With retail spaces in
7. Commercial areas in Pune and Kurla advanced stages of completion, some 150 brands are
under active fitouts. The balance numbers of retailers,
out of a total number of around 350, are also in various
Phoenix Marketcity, Bangalore (E) stages of establishing their presence and moving in.
Retail The Company plans a soft launch in Q3 FY2012. The
On the heels of the Phoenix Marketcity Pune launch civil construction of an 8-screen cinema complex is
in June 2011, Phoenix Marketcity Bangalore is closely competed and is ready for fit outs, and the Company
following, with a soft launch by September 2011. expects the multiplex to become operational within 6
The project is a mixed-use asset covering 14.8 acres months time from the soft-launch.
of land with a total projected built up area of 2.4
million sq. ft. The equity investment in the project has
been to the tune of ` 1.95 billion while its estimated
Commercial
Simultaneous to the completion of the retail area, the
project cost for Phase I is approximately ` 5.5 billion.
team is completing the commercial space in
The Company received excellent response from the
Phase I called 15LBS. In July 2010, the Company
retailing community. With over 150 contracts in place
launched the sale of commercial offices in Phase I
and over 70% of the retail leasable area already
admeasuring approximately 0.25 million sq. ft. The
committed to strong and top retailers of the country,
response to the product has been excellent and more
work on Marketcity Bangalore is progressing well. At
than 60% of the area was sold by the end of FY2011.
the early stages of the internal fit outs, the Company
In addition, there is a potential to build approximately
has consciously focused on ensuring the timely entry
0.8 million sq. ft. of commercial space in Phase II. The
of the large format anchor stores that take the longest
Company has commenced excavation and is expecting
to complete. In addition, the internal common areas
to start construction by FY2013. These commercial
have mostly been completed while the external common
areas benefit from its ideal geographical location at the
areas are in progress. With intense project management
centre of the Mumbai peninsula and the vast lifestyle
to counter challenges posed by labour shortages,
ecosystem within the adjacent Phoenix Marketcity
the retail portion of the property is expected to be
complex. At Kurla, there is an additional potential for
completed and be ready for launch in September 2011
building a Hotel or a Commercial structure of around
with at least 50 retailers having completed their fit-outs.
0.5 million sq. ft.
As of August 2011, the project team has commenced
handing over the property to the operations team.
Phoenix Marketcity, Chennai
Residential and Commercial Retail
While the teams are fully focused on getting the mall Phoenix Marketcity Chennai is a mixed-use asset
completed, they have also been busy with fine-tuning covering 16.5 acres of land with a total projected built
the designs for the residential portion of the project in up area of 2.1 million sq. ft. The total equity investment
order to get necessary regulatory approvals and kick-off in the project is approximately ` 1.5 billion while the
construction. While awaiting approvals of the master total project cost for Phase I is estimated to be around
plans, fire department applications, the team has been ` 4.8 billion. By the end of FY2011, the Company had
gearing up to commence construction by Q4 FY2012. committed over 60% of the retail areas to retailers.
Besides the residential development, the project
also has the potential to build a Hotel/Commercial
development of around 0.35 million sq. ft.

60 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Management Discussion and Analysis

Despite labour shortages faced by contractors – a civil works were 99% completed and façade works
problem that adversely affected the construction including glass works and aluminium cladding were
industry as a whole - the construction of the project 85% completed. Most importantly, the Company has
progressed satisfactorily through FY2011. As of July hired the senior members of the management team
2011, the Company made steady progress by being on-board and is in a manpower ramp-up mode for filling
pro-active with contractors in addressing the problems housekeeping, engineering, F&B, sales and marketing
faced by them. The property is expected to be ready and teams by the end of August 2011. With construction
launched in Q4 FY2012. of this project moving ahead as charted, the Company
expects to launch Shangri-La by Q3 FY2012.
Residential
PML’s residential project in Velachery, Chennai, is a 3 Investees:
tower residential complex, with a total projected built
Big Apple Real Estate (Bare):
up area of over 0.5 million sq. ft. The total project
Big Apple Real Estate Private Limited, a mixed-use
cost would be around ` 0.8 billion. In Q1 FY2012 the
developer is a joint venture between Lucknow’s UPAL
Company did a soft launch of the property and received
Group (U P Asbestos Ltd.) and The Phoenix Mills Ltd.
excellent response from customers.
BARE, having shopping malls under the brand name
‘Phoenix United’ plans to develop retail malls and
Bangalore (West) hotels along with residential developments. It focuses
Residential primarily in north India, particularly in the state of UP
PML owns one of the largest single land parcels covering Lucknow, Agra, Bareilly, with plans to expand
within the Bangalore city, with some 16 acres in Rajaji into Varanasi.
Nagar (Malleswaram). The total equity in the project is
around ` 4.3 billion and the total project cost to build Phoenix United, Lucknow
over 2 million sq. ft. is expected to be over ` 8 billion. Built on a total project cost of ` 1.3 billion, Phoenix
This project will be one of Bangalore’s largest single United, Lucknow, is a retail asset on a land area of 3.5
residential properties. acres with a total built up area of 0.6 million
sq. ft. It comprises of key anchors such as Big Bazaar,
The Company has engaged the renowned architectural Pantaloons, Max, and Reliance Trends and about 80
firm Benoy to masterplan the land and design the vanilla stores such as Jack n Jones, Provogue, Zodiac,
residential development to be developed in multiple Levi’s, UCB, along with the largest six-screens Multiplex
phases. Wanting to win at the design stage itself, in the city being operated by PVR.
the Company plans to offer innovative up-market
neighbourhood living concepts, atypical to conventional The food brands comprise of Moti Mahal, Dominos and
residential complexes offered in the marketplace. By the McDonald’s. The mall is operating successfully with
end of FY2011, the Company finalised the architectural growing and healthy consumer spend. Shortly it will
plans and defined the configuration of apartments. have one of the largest lounge bar., bowling alleys and
The product mix will include luxury format apartments gaming zones in the city.
and villas segregated through lush landscape. The
project entails Five High Rise towers, offering 2 & 3 BHK Phoenix United, Bareilly
Apartments, one Premium Tower of lavish 3 & 4 BHK Phoenix United, Bareilly, is a mixed-use asset on a land
Apartments and 36 Villas with amenities such as a Club area of 7.3 acres with a total projected built up area of
House, Swimming pool, Banquets and Cafes. PML is 0.5 million sq. ft. It is estimated that the total project
currently awaiting various approvals from the authorities cost would be around ` 1.4 billion. Approximately 50%
and plans to start construction in Q3 FY2012. of the total retail area is already committed to strong
and top retailers of the country such as Big Bazaar,
The Shangri-La, Pantaloons, PVR and Reliance Trends. The property is
5 Star Deluxe Hotel, Mumbai expected to be ready and launched in Q4 FY2012.
The Shangri-La is PML’s first hospitality project. The
Company and its partners have invested ` 3 billion as Courtyard by Marriott, Agra
equity. With an estimated project cost of ` 8.3 billion, The Courtyard by Marriott is a premium hospitality
this 5 Star Luxury Hotel in central Mumbai will have project with 149 keys and a large banqueting area.
410 rooms and 23 serviced apartments. By July 2011, The estimated project cost is ` 1.0 billion. The hotel
the hotel had reached advanced stages of completion: is approximately 3 kms. from The Taj Mahal, one of

Annual Report 2011

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 Management Discussion and Analysis IMAGINE
CONCEIVE
REALIZE

the wonders of the world. A well-known international Financial Overview

architect’s firm has designed the project and its
construction is well underway towards its estimated Consolidated Financial Highlights
completion in Q3 FY2013. Income from Operations: (` Million)
Consolidated
Entertainment World Developers
FY2010 FY2011 % Change
Limited (Ewdl):
EWDL has commissioned the Treasure Bazaar at Ujjain Income from Operations
in April 2011. It is expected to provide the city with a Sales 14 188
complete experience of shopping, gaming, food and License Fees, Service
entertainment. The total area of the mall is 0.3 million Charges, Etc. 1,217 1,914 57%
sq. ft. and it is about 80% leased. Around 20 retailers Total Income from
have started operations. Key anchors include Big Operations 1,230 2,102 71%
Bazaar, Reliance Trends, Reliance Footprints, Fashion EBITDA 775 1,406 81%
Yatra and Funscapes. In addition to Ujjain, the company EBITDA Margins 63% 67%
witnessed robust operational performance at its three Other Income 243 287 18%
other malls viz. Treasure Island and Treasure Central,
Depreciation 172 314 82%
Indore and Treasure Bazaar, Nanded. Works on other
properties in Raipur, Bhilai, Jabalpur, Mohali and Interest 86 228 165%
Indore are progressing well with projects expected to be Profit before Tax 759 1,151 52%
operational in next 12-18 months. Besides, the retail Profit after Tax &
projects, the company’s residential developments in Minority Interest 620 842 36%
Indore and Udaipur have seen excellent response from EPS – FV of ` 2 each (`) 4.28 5.81
customers.
Consolidated Profit & Loss Statement
Outlook Income from Operations:
Despite the current soft economic conditions on the Consolidated Income from Operations increased
global and domestic front, the outlook for PML’s by 71%, from ` 1,230 million in FY2010 to ` 2,102
business remains bright. Consumption in Tier I urban million in FY2011. The growth was on account of sales
markets continue to be strong and retailers present at of commercial property in Pune as well as strong
High Street Phoenix and Palladium malls continue to performance at High Street Phoenix (HSP) / Palladium
experience record footfalls and revenues. As of June and commissioning of Lucknow mall. The income has
2011, Phoenix Marketcity, Pune, has commenced thus started to diversify from a single asset to multiple
operations and is experiencing excellent response assets in different cities.
from the marketplace. Going forward, the Company
also plans to launch three other Marketcity projects Earnings before Interest, Depreciation and
(Bangalore, Mumbai & Chennai) in close succession
Taxes (EBITDA):
during FY2012, adding further strength to the Group’s
The Consolidated EBITDA was higher by 81%from
growth momentum. Over the medium term, the
` 775 million in FY2010 to ` 1,406 million in FY2011.
Company will have several residential and commercial
EBITDA margins also improved from 63% in FY2010
projects constructed and available for sale across the
to 67% in FY2011 highlighting improved operational
four key Tier I cities, adding further cash flows to its
efficiencies at HSP / Palladium.
revenue streams. Going forward, the continued active
management of all its operational assets should hold
the Company in good stead. Interest and Depreciation:
Consolidated interest expenses were higher by 165% in
FY2011 mainly on account of interest expenses which
Going forward, the Company were earlier capitalized, now being expensed post
Lucknow mall and Pune project being operational.
also plans to launch three other
Marketcity projects (Bangalore, Depreciation expense on a consolidated basis increased
from ` 172 million in FY2010 to ` 314million in FY2011,
Mumbai & Chennai) in close an increase of 82%. It was mainly attributable to the full
succession during FY2012, commissioning of Palladium and the parking facility at

62
HSP, as well as commissioning of Lucknow mall.

The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Management Discussion and Analysis

Profit after Tax and Minority Interest: March 31, 2011, the outstanding on account of this
The Consolidated Profit after Tax and Minority Interest transaction has been paid off fully, and hence the
increased by 36%, from ` 620 million in FY2010 debtors for FY2011, adjusted for this transaction, would
to ` 842 million in FY2011, mainly due to revenue be ` 446 million reflecting a marginal increase from
recognition from Lucknow and Pune projects. debtors outstanding as of FY2010.

On a consolidated basis, the debtor days, adjusted

Consolidated Balance Sheet: for the above-mentioned transaction, has reduced
Share Capital: significantly from 129 days in FY2010 to 85 days in
There was no change in the Share Capital of the FY2011 (calculated excluding the sales income).
Company, which stood at ` 289.7 million, same as of the
previous year. Reserves and Surplus increased from
` 15.8 billion to ` 16.4 billion during FY2011, an
Cash:
The Company’s Consolidated Cash & Cash equivalents
increase of ` 0.65 billion. The total shareholders’ funds
(including investments) stood at ` 2.7 billion.
for the Company were ` 16.7 billion.

Consolidated Secured and Unsecured Loans: Risks and Concerns

The Consolidated Secured and Unsecured Loans of the PML is exposed to different types of risks such as credit
Company stood at ` 9.6 billion, a debt to equity of 0.58x. risk, market risk (including liquidity risk and interest
rate risk), operational risk and legal risk. The Company
Fixed Assets: monitors credit, market as well as operational risks
The gross block of the Company increased from ` 8.0 under the guidance of senior management personnel in
billion in FY2010 to ` 8.9 billion in FY2011, while capital each of its business segments. Legal risk is reviewed by
work in progress increased from ` 9.1 billion to ` 11.2 the Company’s legal department and external advisers.
billion during the same period.
PML is also exposed to project level risks such as cost
escalation and execution risk as elaborated below:
Debtors:
Consolidated debtors for the Company increased from
` 431 million in FY2010 to ` 961 million in FY2011. A Cost Escalation Risk
significant portion of this is attributable to an arbitrage In the current inflationary environment, increase in
sale transaction done by the Company. Subsequent to prices for core building raw materials, such as cement,
steel and capital equipment can be a risk to the
project profitability. However, PML’s purchasing process
Liquidity Position attempts to mitigate such risks to a large extent by
consolidating volumes across multiple projects, In
Investments in Cash on Hand / addition, SPVs directly hire external consultants to
Quoted Equity Current
Shares20% Accounts 28%
get an independent and fair check on pricing trends.
As a part of the monitoring system, alternate weekly
financial review meetings with the CFO of the company
continuously evaluate the project costs and costs to
completion.

Project Execution Risk

Project execution can be hampered by the inadequate
performance by contractors, lack of manpower
resources and other unforeseen exigencies. PML
uses strict selection criteria to evaluate track records
Investments
in Mutual Cash in and performance capabilities to ensure that the right
Funds 43% Fixed contractors are on board. Multiple contractors are
Deposits 9% awarded the project in piecemeal manner to reduce risk
Consolidated Cash & Cash of failure by any single contractor and provides a backup
in case of default.
Equivalents (Incl. Investments)
` 2.72 billion

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 Management Discussion and Analysis IMAGINE
CONCEIVE
REALIZE

Enhancing Risk Management Practices During the year, the Company took a step forward in
In order to further strengthen the Company’s Internal adopting global standards in information automation,
Audit systems, PML has engaged one of the Big - 4 performance metrics and, ultimately, management
consultants in FY2012, to provide assistance in further excellence. It signed up for the deployment of a world-
enhancing its risk management practices, which include renowned software solution from the USA that is a
• building organisation wide awareness of risks comprehensive package for managing retail properties.
across businesses and corporate functions; It is capable of managing the Company’s entire
• developing formal reporting and monitoring operation on one centralized platform, offering full,
processes; single-system property management and accounting
• building risk management maintenance plans that integration with investment management, electronic
would keep the information updated and refreshed; procurement, paperless transaction processing,
• deploying an ERM framework in key business areas budgeting, forecasting, cash flow modeling, and other
and corporate functions; such business intelligence reports.
• aligning risk management with the business
planning exercise and Being a fully integrated package it enables effective
• aligning the role of assurance functions. management of important events through user-
friendly dashboards, workflows and critical date
notifications that simplify processes and tasks. The
Internal Control Systems and solution facilitates real-time reports for leasing, space
their Adequacy management and recovery reconciliation.
Historically, the company has relied on the services
of reputed external agencies for reviewing its internal Technology is also the foundation for process
control system. This has enabled an unbiased and improvements in PML that enhance productivity,
independent examination of the adequacy and improve efficiency and reduce costs. Thus, investment
effectiveness of the internal control systems to achieve in such cutting-edge technology allows PML to raise the
the objective of optimal functioning of the company. The standard for facility management, customer service and
scope of activities includes safeguarding and protecting precision. In addition, innovative technology solutions
the Company’s assets against unauthorized use or differentiate PML in the marketplace in terms of both
disposition, maintenance of proper accounting records service offerings and operational efficiency.
and verification of authenticity of all transactions.
The Company has a well-defined reporting structure, Human Resources
which evaluates and forewarns the management on
From being a pioneer in developing one of India’s first
issues related to compliances. To ensure that it is in
consumption centres with just a handful of employees, PML
consonance with the overall corporate policy and in line
has grown to a strong team of 700 members in a short
with pre-set objectives, the Audit Committee and/or the
span of 4 years and plans to add another 300 employees in
Board of Directors regularly review the performance of
next 3-4 months. PML now possesses a robust intellectual
the Company.
talent pool for redefining lifestyle in Tier I Indian cities
across India through its ‘Marketcity’ concept.
Information Technology
PML deploys reputed and well-proven IT systems to At present, PML already has one of the largest leasing
power every service solution the company offers and teams within the industry to market, sell and service
every operation it performs. The Company is keen its existing and upcoming license based retail assets.
to develop long-term strategic partnerships with its With a hectic pace of project construction underway,
retailers to provide them with a competitive advantage. the Company successfully spent FY2008 and
Much of PML’s technology helps itself and its retailers to FY2009 focusing on building a highly capable project
manage their businesses better. construction management team in India. So far, the
project team has been focused on completing
This includes solutions that: Phase I of each Marketcity and is now gradually shifting
• Enable businesses to manage multiple locations, its focus on the Phase II components of the projects.
• Provide full visibility of the performance of its assets, With each of the four Marketcity projects coming
• Support complete connectivity between PML and on stream in close proximity to each other, the HR
their customers and vendors, department gradually shifted its focus on building the
• Streamline billing, support customer inquiry and centre management teams. By the end of the financial
improves cost allocation processes year, the Company had completed hiring approximately
40% of the team, with the balance to be hired within

64 The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Management Discussion and Analysis

Disclaimer
During FY2011 PML commissioned Certain sections in this Annual Report reflect the
a comprehensive Performance management’s current views, expectations and
Management System to automate knowledge of its business. Certain information provided
and statements made herein are based on assumptions
the entire cycle of setting and/or may be forward looking in nature, involving
goals,measuring performance and risks and uncertainties like regulatory changes, local,
political or economic developments, whether present
mapping it with the stated goals. or future. Actual results, performance or events may
differ materially from the information/statements herein
contained due to changes in economic environment,
FY2012. Since a significant portion of Phase II includes market conditions, norms, regulations, allowances etc.
residential and commercial spaces on an outright sale
model, the Company also initiated efforts to strengthen The financial projections, expected launch dates
the residential and commercial sales teams comprising of projects, estimated areas etc. contained herein
business heads, sales managers and customer service are estimates, based on current market conditions,
executives. The Company has made satisfactory regulations, norms and business plans of the Company.
progress towards this endeavour and expects to References to developable or chargeable areas are
complete this team building exercise in FY2012. based on existing real estate regulations, approvals
existing, approvals expected, allowances and current
During FY2011 PML commissioned a comprehensive development plans. Changes in real estate regulations
Performance Management System to automate the and market conditions in future may result in variances
entire cycle of setting goals,measuring performance from the financial projections and/or the estimated
and mapping it with the stated goals. As a result, project areas, which are beyond the control of the
each employee is now in sync with individual and Company.
organisational long-term objectives. The Company is
currently replicating this effort across all the newly Information provided herein, including projected
launched and upcoming centres. financial information if any is not to be construed as a
solicitation to invest in our company but is provided for
During FY2011, the Company also implemented an information purposes only. The Company will not in
industry leading HR Management Solution (HRMS) in any way be responsible for any action taken based on
which the entire HR processes of the organisation were the information and/or forward looking statements
mapped into the system. Apart for from centralizing and contained herein and undertakes no obligation to
automating all employee-to-organization transactions publicly update forward-looking statements if any to
and information flows, the HRMS also facilitates better reflect subsequent events or circumstances.
communication, knowledge and experience sharing
between employees servicing different projects across
geographies. To maximise the value from the platform,
each employee was trained during the year on using all
the important features of the system.

As several centres become operational going forward,

training will play a vital role in sustaining PML’s high
service standards. Therefore it is actively hiring trainers
who can deliver modules focusing on induction,
grooming, communication and other skill sets. Beyond
its own centre teams, the Company also intends to
train the employees of outsourced agencies, such as
housekeeping, security and maintenance, to understand
and deliver the “Phoenix” experience to the customer.

PML continues its efforts in every small way to give

something back to the society through CSR events like
encouraging safety awareness, blood donation drives,
anti-tobacco campaigns, art exhibitions, environment

65
awareness and children entertainment.

Annual Report 2011

 Directors’ Report IMAGINE
CONCEIVE
REALIZE

Your Directors are pleased to present the 106th Annual Report of the Company together with the Audited Financial
Statements for the year ended 31st March, 2011.

FINANCIAL RESULTS:
(` in million)
Particulars Year ended Year ended
31.03.2011 31.03.2010
Sales and other Income 2,088.45 1,397.96
Profit before Interest, Depreciation, Extraordinary Items and Tax 1,576.66 986.46
Less: Interest & Finance Charges 85.52 85.53
Less: Depreciation 277.26 160.47
Profit Before Tax 1,213.88 740.46
Less: Provision for Taxation:
Current Tax 287.50 151.50
Deferred Tax 9.86 (9.96)
Net Profit After Tax 916.52 598.92
Balance brought forward from Previous Year 3,025.65 2,830.08
Profit available for appropriation 3,942.17 3,429.00
Appropriations:
General Reserves 200.00 200.00
Proposed Dividend 260.72 173.81
Corporate Dividend Tax 42.30 29.54
Balance Carried Forward to:
Profit & Loss Account 3,439.15 3,025.65

OPERATIONS:
The highlight of the year in terms of operations has been exceptional performance of High Street Phoenix and
Palladium, both in terms of footfalls and trade conducted at the property. Parrallelly, the Company progressed towards
finishing the retail and commercial space under Phase I at Phoenix Marketcity Pune, to the extent that the mall
was able to start operations in June 2011. The Company also made satisfactory progress with the marketing and
construction of all its other Marketcity projects, of which Bangalore and Kurla, Mumbai are expected to be launched in
September’11 and by Q3 FY2012 respectively, while Chennai is expected to become operational by Q4 FY2012. The
Company also progressed with its other projects at various stages of their developments. The report on Management
Discussion and Analysis (MDA), which forms part of this report, inter-alia, deals comprehensively with the operations
and also current and future outlook of the Company.
 
DIVIDEND:
Your Directors are pleased to recommend, for approval of the Company’s shareholders in the ensuing Annual General
Meeting (AGM), a final dividend of 90 % for the year ended 31st March, 2011, i.e., ` 1.80/- for each fully paid up
equity share of ` 2/-.
The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

BOARD of directors:
The Company’s shareholders had in the AGM held on 28th September, 2010 approved the appointment of Mr. Shishir
Shrivastava as the Company’s Executive Director for a period of five years w.e.f. 18th March, 2010.

In view of the outstanding performance and contribution made by Mr. Shishir Shrivastava to the Company’s progress
in the year under review, the Company’s Board has, in its meeting held on 30th July, 2011 approved the elevation of

66
Mr. Shrivastava to the position of Group Chief Executive Officer & Joint Managing Director of the Company for a period
of five years w. e. f. 30th July, 2011.

The Phoenix Mills Limited

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Directors’ Report

Mr. Shishir Shrivastava has been appointed as Joint Managing Director on the Company’s Board w. e. f. 30th July,
2011, for a period of 5 years without payment of remuneration to him by the Company, subject to approval of the
shareholders in the ensuing Annual General Meeting. The Board recommends the same for shareholders’ approval
in the ensuing AGM.

Mr. Pradumna Kanodia has been appointed as an Additional Director on the Company’s Board w. e. f. 28th April, 2011
and holds office till the ensuing Annual General Meeting of the Company. A Notice has been received from a member
proposing his candidature as Director of the Company and the Board recommends the same for shareholders’
approval in the ensuing AGM.

Mr. Kanodia has also been appointed as Director-Finance on the Company’s Board w.e.f. 28th April, 2011 for a period
of 5 years without payment of remuneration to him by the Company, subject to approval of the shareholders in the
ensuing Annual General Meeting. The Board recommends the same for shareholders’ approval in the ensuing AGM.

In the AGM held on 23rd September, 2008, Mr. Kiran Gandhi had been appointed as the Whole-Time Director on
the Company’s Board for a period of three years from 22nd April, 2008. Accordingly, his term ended on 21st April,
2011. The Company’s Board in its meeting held on 28th April, 2011 has re-appointed Mr. Kiran Gandhi as Whole-Time
Director w. e. f. 22nd April, 2011 for a further period of three years, subject to shareholders’ approval in the ensuing
AGM. The Board recommends the said re-appointment for shareholders’ approval in the ensuing AGM.

Mr. Shribhanu Patki and Mr. Sivaramakrishnan Iyer, Independent Directors on the Company’s Board, retire by rotation
at the ensuing AGM and being eligible, offer themselves for re-appointment. A brief profile of the said directors as
required by Clause 49 (IV) (G) of the Listing Agreement is given in the AGM Notice contained in this Annual Report. The
Board recommends the same for shareholders’ approval in the ensuing AGM.

PARTICULARS OF EMPLOYEES:
As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure
to the Directors’ Report.

However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report and accounts are being
sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining
such particulars may write to the Company at its Registered Office.

EMPLOYEE STOCK OPTION SCHEME (ESOP):

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999, are given in the Annexure to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:
yy in preparation of the annual accounts, the applicable accounting standards have been followed;
yy the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company
as at 31st March, 2011 and of the profit of the company for the year ended on that date;
yy 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; and
yy the annual accounts for the year ended 31st March, 2011 have been prepared on going concern basis.

CORPORATE GOVERNANCE:
Your Company is committed to maintain the highest standards of Corporate Governance and comply with all applicable
regulatory norms. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled
“Corporate Governance” is attached to this Annual Report along with a certificate from M/s Rathi & Associates,
Company Secretaries in practice, regarding the Company’s compliance with the requirements of the Listing Agreement.

Your Company has voluntarily obtained a ‘Secretarial Audit Report’ for the financial year ended 31st March, 2011 from

67
Annual Report 2011
 Directors’ Report (Contd.) IMAGINE
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REALIZE

M/s. Rathi & Associates, Company Secretaries in practice, which is annexed to this report.

AUDITORS
M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants,
Joint Statutory Auditors of the Company retire at the ensuing AGM. They have confirmed their respective eligibility and
willingness to act as Auditors of the Company for the FY 2011-12, if re-appointed.

AUDITORS’ REPORT
The observations made by the Auditors in their Report read with the relevant notes given in the Notes on Accounts
for the year ended 31st March, 2011, are detailed and self-explanatory and do not require further clarification under
section 217 (3) of the Companies Act, 1956.

PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public during the year under review.

SUBSIDIARY COMPANIES
The Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated 8th February, 2011,
has provided an exemption to companies from complying with Section 212, provided such companies publish the
audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2010-11 does not
contain the financial statements of our subsidiaries. The audited annual accounts and other related information of
our subsidiaries will be made available upon request. The same will also be available for inspection during business
hours at our registered office.

During the year under review, the Company has acquired Butala Farm Lands Private Limited and Pinnacle Real Estate
Development Pvt. Ltd. as its wholly-owned subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

During the year under review, your Company has neither undertaken any manufacturing activity nor any research and
development activities in the field of construction, etc., nor imported any technology in relation thereto. Hence, there
are no particulars regarding conservation of energy & technology for being furnished in this Annual Report.

FOREIGN EXCHANGE OUTGO AND EARNINGS:

The particulars regarding foreign exchange expenditure and earnings are contained in item nos. 13 and 14 of schedule
“R” annexed to and forming part of the financial statements.

ACKNOWLEDGEMENT
The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all
the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, the
Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective
Departments and Development Authorities in India and abroad connected with the business of the Company for
their co-operation and continued support. The company expresses its gratitude to the Customers for their trust and
confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the
Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited

Place: Pune Ashokkumar Ruia

Date: 30th July, 2011. Chairman & Managing Director

68
The Phoenix Mills Limited
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Directors’ Report

Annexure to the Directors’ Report

Statement pursuant to Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, as on 31st March, 2011

A. Summary of Status of Options Granted

Total number of options approved 33,90,000 (As per the Scheme approved, an aggregate
number of 6,78,000 options convertible into One Equity
Share of ` 10/- each were available for grant. Consequent
to sub-division of the equity capital from ` 10 per share to
` 2/- per share, necessary adjustments were made to the
total number of options)
Pricing Formula Closing price on the Stock Exchange where volumes
recorded highest on a day previous to the date of grant.
Total Options granted 6,50,000
Options vested (in force) 93,750
Options Exercised Nil
Options Unexercised 33,90,000
Options Lapsed and available for re-grant 2,75,000*
Total number of options in force (including options lapsed 33,90,000
and available for re-grant) as on 31st March, 2011
Variation in terms of ESOP Not applicable
Total number of shares arising as a result of exercise Nil
of options
Money realized as a result of exercise of options N. A.

*An aggregate of 2,75,000 Options granted earlier have lapsed due to resignations of six grantees subsequent to
the grant of the options.

B. Employee -wise details of options granted during financial year 2010-11.

Nil

C. Disclosures with respect to Diluted EPS pursuant to issue of shares on exercise of options calculated in
accordance with Accounting Standard 20 and weighted average exercise price of options granted during the year
is not applicable since no options were exercised during the financial year.

The Company has also received a certificate from M/s A. M. Ghelani & Company, Chartered Accountants,
Statutory Auditor of the Company stating that the Scheme has been implemented in accordance with the SEBI
Guidelines.

69
Annual Report 2011
 Report on Corporate Governance IMAGINE
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1. Company’s Philosophy on Corporate Governance

The Company strictly adheres to ethical values, principles of transparency, accountability and equity in its
business conduct and believes that good governance is the essence of a committed enterprise. The Company,
in all its business pursuits, endeavors to put in place systems for fulfilling its corporate objectives, enriching
employees’ experience, optimizing consumer satisfaction, maximizing shareholders’ net worth and enhancing
stakeholder value at large viz., Environment, Society, Suppliers, Lenders etc.

2. Board of Directors
a) Composition of the Board
The Company has a balanced Board, comprising Executive and Non-Executive Directors, which includes
independent professionals from diverse fields relevant to the Company’s business requirements, who have
long standing experience and expertise in their respective fields.

As on 31st March 2011, the Company’s Board comprises of four Executive Directors and five Non-Executive
Directors. The Chairman of the Board is an Executive Chairman and more than one half of the Board
comprises of Independent Directors.

The composition of the Board and other relevant details relating to Directors as on 31st March,2011
are given below:

Name of the Relationship Designation Category of No. of Other Committee Committee
Director with other Directorship Director- Chairman- Member-
Directors ships* Ships Ships #
Mr. Ashokkumar Father of Mr. Chairman & Promoter, 3 Nil Nil
Ruia Atul Ruia Managing Executive; Non
Director Independent
Mr. Atul Ruia Son of Mr. Joint Promoter, 3 Nil 2
Ashokkumar Managing Executive; Non
Ruia Director Independent
Mr. Shishir None Executive Executive; Non 1 Nil 1
Shrivastava@ Director Independent
Mr. Kiran Gandhi None Whole Time Executive; Non 2 Nil 1
Director Independent
Mr. Amitkumar None Director Non-Executive; 1 Nil Nil
Dabriwala Independent
Mr. Amit Dalal None Director Non-Executive; 5 Nil 2
Independent
Mr. Sivarama None Director Non-Executive; 4 3 5
krishnan Iyer Independent
Mr. Shribhanu None Director Non-Executive; Nil Nil Nil
Patki Independent
Mr. Suhail Nathani None Director Non-Executive; 1 Nil 2
Independent

* Directorships in Private and Foreign Companies, if any, are excluded.

# Memberships of only Audit Committee and Shareholders’ Grievance Committee have been considered.

70
@ Mr. Shishir Shrivastava has been appointed as Group C.E.O. & Joint Managing Director of the Company on 30th
July, 2011.

The Phoenix Mills Limited

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Report on Corporate Governance

b) Appointment/Re-appointment of Directors:
i) Pursuant to the provisions of Sections 255 & 256 of the Companies Act, 1956, Mr. Sivaramakrishnan
Iyer and Mr. Shribhanu Patki shall retire by rotation in the ensuing Annual General Meeting.
The Board has recommended the re-appointments of Mr. Sivaramakrishnan Iyer and Mr. Shribhanu
Patki as Directors to the shareholders.
ii) As per the recommendation of the Remuneration Committee, the Board of Directors of the Company at
their meeting held on 28th April, 2011 have re-appointed Mr. Kiran Gandhi as the Whole-Time Director
of the Company w. e. f. 22nd April, 2011, for further period of 3 (three) years on such terms & conditions
as may be agreed to between the Board of Directors and Mr. Kiran Gandhi, subject to the approval of the
shareholders in the ensuing Annual General Meeting.
The aforesaid re-appointment of Mr. Kiran Gandhi as the Whole-Time Director of the Company requires
the consent of the shareholders of the Company pursuant to Section 269, 309, 311 and other applicable
provisions of the Companies Act, 1956 read with Schedule XIII of the said Act.
The Board recommends the said re-appointment to the shareholders for their approval in the ensuing
Annual General Meeting.
iii) As per the recommendation of the Remuneration Committee, the Board of Directors of the Company at
their meeting held on 28th April, 2011 has appointed Mr. Pradumna Kanodia as Director-Finance of the
Company, without payment of remuneration to him by the Company, w. e. f. 28th April, 2011 for a period
of 5 (five) years, subject to approval of the shareholders in the ensuing Annual General Meeting.
The Board recommends the said appointment to the shareholders for their approval in the ensuing
Annual General Meeting.
iv) As per the recommendation of the Remuneration Committee, the Board of Directors of the Company
at their meeting held on 30th July, 2011 has appointed Mr. Shishir Shrivastava as Group C.E.O. & Joint
Managing Director of the Company w.e.f. 30th July, 2011, for period of 5 (five) years, without payment of
remuneration, subject to the approval of the shareholders in the ensuing Annual General Meeting.
The abstract of the terms of appointment of Mr. Shishir Shrivastava as the Group C.E.O. & Joint
Managing Director of the Company along with Memorandum of interest pursuant to Section 302 (7)
of the Companies Act, 1956 is given in resolution proposed at Item No. 9 of the Notice of the Annual
General Meeting read with the Explanatory Statement thereto.
The aforesaid appointment of Mr. Shishir Shrivastava requires the consent of the shareholders of the
Company pursuant to Section 269, and other applicable provisions of the Companies Act, 1956 read
with Schedule XIII of the said Act.
The Board recommends the said appointment to the shareholders for their approval in the ensuing
Annual General Meeting.
The detailed profiles of the aforesaid proposed appointees is provided in the Notice of the Annual
General Meeting.

c) Board Meetings and Annual General Meeting:

During the financial year 2010-11, four Board Meetings were held on 29th April, 2010, 28th July, 2010, 28th
October, 2010 and 27th January, 2011. The previous Annual General Meeting of the Company was held on
28th September, 2010. The necessary quorum was present for all the meetings. When deemed expedient,
the Board also approves by Circular Resolution, important and urgent items of business which cannot be
deferred till the next Board Meeting, as permitted under the Companies Act, 1956.

71
Annual Report 2011
 Report on Corporate Governance (Contd.) IMAGINE
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REALIZE

Details of attendance of Directors at the Board Meetings held during the financial year 2010-11 and at the
previous Annual General Meeting are as follows:

Name of the Director Number of Board Attendance at

Meetings Attended Last Annual General
Meeting
Mr. Ashokkumar Ruia 4 Yes
Mr. Atul Ruia 3 No
Mr. Kiran Gandhi 4 Yes
Mr. Shishir Shrivastava 3 Yes
Mr. Amitkumar Dabriwala 4 Yes
Mr. Amit Dalal 3 No
Mr. Sivaramakrishnan Iyer 4 Yes
Mr. Shribhanu Patki 2 Yes
Mr. Suhail Nathani 3 Yes
Mr. Bharat Bajoria * Nil N.A.

*(resigned w.e.f. 6th August, 2010)

d) Code of Conduct
The Board has laid down a code of conduct for all Board members and senior management of the Company.
The Company has obtained the confirmation of the compliance with the Code from all members of the
Board and senior management of the company for the year 2010-11. As required by Clause 49 of the Listing
Agreement, the declaration on compliance of the Company’s code of conduct signed by Managing Director
forms part of this Annual Report.

3. Audit Committee:
a) Constitution of Audit Committee:
As on 31st March, 2011, the Committee comprises of one Executive and four Non-Executive Independent
Directors. All the members of the Audit Committee are well versed with finance, accounts and corporate law
and have vast knowledge of best practices across the corporate spectrum. Mr. Sivaramakrishnan Iyer, the
Chairman of the Committee is a Chartered Accountant by profession and has expertise in the accounting
and financial management domain.

b) Composition of Audit Committee and Number of Meetings Attended during the financial year 2010-11:
During the Financial year 2010-11, four Audit Committee Meetings were held on 29th April, 2010, 28th
July, 2010, 28th October, 2010 and 27th January, 2011. The composition of the Audit Committee and the
number of meetings attended by each member is as follows:

Name of the Director Designation No. of Meetings

Attended
Mr. Sivaramakrishnan Iyer Chairman 4
Mr. Amitkumar Dabriwala Member 4
Mr. Amit Dalal Member 3
Mr. Suhail Nathani* Member N.A.
Mr. Atul Ruia Member 3

* Mr. Suhail Nathani was appointed as the member of Audit Committee at the Board meeting held on 27th
January, 2011.

72
The Phoenix Mills Limited
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Report on Corporate Governance

c) Attendees:
The Audit Committee invites such senior executives as it considers appropriate to be present at its meetings.
The Director-Finance, the Statutory Auditors and Internal Auditors are invited to attend the meetings
whenever required.

d) The Terms of Reference of the Audit Committee:

The terms of reference of the Audit Committee are in accordance with all the items listed in Clause 49(II)(D)
and (E) of the Listing Agreement and Section 292A of the Companies Act, 1956 as follows:
i) Hold discussions with the Auditors periodically about internal control systems, the scope of audit
including the observations and review of the quarterly, half-yearly and annual financial statements
before submission to the Board and also ensure compliance of internal control systems.
ii) Overview of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statements reflect a true and fair position and that the sufficient and credible
information is disclosed.
iii) Recommending, the appointment, re-appointment and, if required, the replacement or removal of the
Statutory Auditors and the fixation of audit fees.
iv) Approving payment for any other services rendered by the Statutory Auditors.
v) Reviewing with the management, the annual financial statements before submission to the Board for
approval, with particular reference to:
a) Matters required to be included in the Directors’ Responsibility Statement forming part of Board’s
Report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Qualifications in the draft audit report.
vi) Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
vii) Reviewing with management, the statement of uses/ application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other
than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring
agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter.
viii) Reviewing with the management, the performance of statutory and internal auditors, adequacy of the
internal control systems.
ix) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit.
x) Discussion with Internal Auditors on any significant findings and follow up there on.
xi) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the Board.
xii) Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern.
xiii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

73
shareholders (in case of non-payment of declared dividends) and creditors.

Annual Report 2011

 Report on Corporate Governance (Contd.) IMAGINE
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xiv) Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience &
background, etc., of the candidate.
xv) Review of information as prescribed under Clause 49 (II)(E) of the Listing Agreement.

e) Powers of the Audit Committee:

The Audit Committee has the following powers:
i) To investigate any activity within its terms of reference as above.
ii) To seek information from any employee.
iii) To obtain outside legal or other professional advice, if necessary.
iv) To secure attendance of outsiders with relevant expertise, if it considers necessary.

4. Remuneration Committee:
a) Constitution and composition of Remuneration Committee:
Presently, the committee comprises of three members. All the members are Non-Executive & Independent Directors, as under:

Committee Members Designation

Mr. Suhail Nathani Chairman
Mr. Shribhanu Patki Member
Mr. Sivaramakrishnan Iyer Member

b) Terms of reference:
The Remuneration Committee has the mandate to review and recommend compensation payable to the
Executive Directors and Senior Management of the company. The committee may review the performance
of the Executive Directors, if any, and for the said purpose may lay down requisite parameters for each of the
Executive Directors at the beginning of the year.

c) Remuneration Policy:
i) Management Staff:
Remuneration of employees largely consists of basic remuneration and perquisites. The components of
the total remuneration vary for different grades and are governed by industry standards, qualifications
and experience of the employees, responsibilities handled by them, their individual performance, etc.
ii) Non-Executive Directors:
The Company pays sitting fees to all the Non-executive Directors of the Company. The sitting fees paid is within
the limits prescribed under the Companies Act, 1956. The Board of Directors at their meeting held on 28th
July, 2010 increased the sitting fees for attending Audit Committee meeting from ` 5,000/- to ` 10,000/- per
meeting and for attending Board of Directors meeting from ` 7,500/- to ` 20,000/- per meeting.
Details of the Sitting fees paid during the year 2010-11 are as under:

Sitting Fees paid (`)

Name of the Non-Executive Directors Board Meeting Audit Committee
Mr. Amitkumar Dabriwala 67,500 35,000
Mr. Amit Dalal 47,500 25,000
Mr. Sivaramakrishnan Iyer 67,500 35,000
Mr. Shribhanu Patki 40,000 N.A.
Mr. Suhail Nathani* 47,500 N.A.
Total 2,70,000 95,000
* Mr. Suhail Nathani has been appointed as a member of Audit Committee at the Board meeting held

74 on 27th January, 2011.

The Phoenix Mills Limited

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Report on Corporate Governance

At the Annual General Meeting of the Company held on 28th September, 2010, the shareholders of the
Company approved the payment of commission to Independent Directors of the Company, of a sum not
exceeding in aggregate, 1% of the net profit of the Company computed in accordance with Section 309(5)
of the Companies Act, 1956, for each of the five financial years commencing from 1st April, 2010. The
shareholders have authorized the Board of Directors to determine and distribute commission amongst the
Independent Directors within the aforesaid limit.

The Board’s Remuneration Committee which is mandated to recommend all payments to directors consists
only of Independent Directors, the Board of Directors at their meeting held on 28th April, 2011 constituted
a separate Committee consisting of Mr. Ashokkumar Ruia, Mr. Atul Ruia, Mr. Kiran Gandhi, and Mr. Shishir
Shrivastava to determine the quantum of commission payable to the Independent Directors and to make a
suitable recommendation to the Board. The amount of commission recommended by the Committee is to
be distributed equally among the five independent directors on the Company’s Board. The Committee has
accordingly, recommended that a sum of ` 12,50,000/- be distributed equally among the five independent
directors on the Company’s Board. The same has been approved by the Board and is disclosed at Note no.
9 of the Notes to Accounts. This commission will be paid to the Independent Directors after adoption of
accounts for the year ended 31st March, 2011 by the shareholders in the ensuing Annual General Meeting.

Executive Directors:
The appointment of the Executive Directors is governed by resolutions passed by the Board of Directors
and the shareholders of the Company, which cover the terms of such appointment and are implemented in
conjunction with the service rules of the Company. Remuneration paid to the Executive Directors, which is
recommended by the Remuneration Committee and approved by the Board, is within the limits set by the
shareholders in general meetings.

Details of remuneration paid to Executive Directors during the financial year ended 31st March, 2011 are
given below:

Name of the Executive Designation Salary & Contribution Perquisites Total

Director Allowances to PF
(`) (`) (`) (`)
Mr. Ashokkumar Ruia Chairman & Managing 60,00,000 Nil 1,29,006 61,29,006
Director
Mr. Atul Ruia Joint Managing Director 60,00,000 Nil 25,37,400 85,37,400
Mr. Kiran Gandhi Whole-Time Director 48,00,000 Nil Nil 48,00,000

During the financial year 2010-11, no meeting of the Remuneration Committee was held

5. Shareholders’/ Investors’ Grievance Committee:

a) Constitution and Composition of Shareholders’ Grievance Committee:
The Shareholders’/Investors’ Grievance Committee has been constituted for redressal and satisfaction of
investor’s grievances and requests for transfer and transmission of shares, transposition and deletion
of name in the Register of Members, addressing to the complaints for non-receipt of declared dividends,
revalidation of dividend warrants, approval of requests for change of address, consolidation and split of
shares, etc. The Shareholders’/Investors’ Grievance Committee meets as often as required.

Mr. Amitkumar Dabriwala, a Non-Executive Independent Director chairs the Shareholders’/ Investors’
Grievance Committee. Twenty two Meetings of the Shareholders / Investors Grievance Committee were held
during the financial year 2010-11.

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The present composition of the Shareholders’/Investors’ Grievance Committee and the number of meetings
attended is as under:

Name of the Director Designation No. of Meetings Attended

Mr. Amitkumar Dabriwala Chairman 22
Mr. Ashokkumar Ruia Member 22
Mr. Atul Ruia Member 22

b) During the year 2010-11, the Company has received 52 complaints from the shareholders / investors. There
were no complaints pending at the end of the year.

c) Share Transfers in Physical Mode:

Shares received for physical transfer are generally registered and returned within a period of 15 days from
the date of receipt, if the documents are clear in all respects.

6. General Body Meetings:

i) Location, time and date of the last three Annual General Meetings are given below:

Financial Year Date Time Location of the Meeting

2007-08 23.09.2008 11.00 A.M. Sunville Deluxe Pavilion, 9, Dr. Annie
Besant Road, Worli, Mumbai – 400018.
2008-09 22.09.2009 11.00 A.M. Sunville Deluxe Pavilion, 9, Dr. Annie
Besant Road, Worli, Mumbai – 400018.
2009-10 28.09.2010 11.00 A.M. Sunville Deluxe Pavilion, 9, Dr. Annie
Besant Road, Worli, Mumbai – 400018.

ii) Special Resolutions passed during previous three Annual General Meetings:

Financial Year Particulars of Special Resolutions Passed

2007-08 Appointment of Mr. Kiran Gandhi as Whole-Time Director of the Company for a period of 3
years w.e.f. from 22nd April 2008.
2008-09 Nil
2009-10 Re-appointment of Mr. Ashokkumar Ruia as the Chairman and Managing Director for a
period of five years w.e.f. 1st April, 2010.
Re-appointment of Mr. Atul Ruia as the Joint Managing Director for a period of five years
w.e.f. 1st April, 2010.
Appointment of Mr. Shishir Shrivastava as the Executive Director for a period of five years
w.e.f. 18th March, 2010.
Payment of commission collectively, to Independent Directors of the Company, of a sum not
exceeding 1% of the net profit of the Company computed in accordance with Section 309(5)
of the Companies Act, 1956 for each of the five financial years commencing from April 1,
2010.
Consent for revised utilization of residual QIP proceeds.

iii) Resolution passed by Postal Ballot during the year 2010-11:

Nil
However Ordinary Resolution to secure borrowings of the Company by way of creation of mortgage / charge
/ hypothecation on all or any part of movable and/or immovable properties of the Company upto ` 1,000

76
Crores under section 293(1)(a) of the Companies Act, 1956 was passed by Postal Ballot in accordance with

The Phoenix Mills Limited

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Report on Corporate Governance

Section 192A of the Companies Act, 1956, read with the Companies (Passing of Resolution by Postal Ballot)
Rules 2001, result of which was announced on 30th June, 2011

iv) No Special resolution is proposed to be passed through Postal Ballot.

7. Means of Communication
i) The Company regularly publishes its quarterly and annual results in Business Standard (English daily) and
Mumbai Lakshadweep (Marathi daily) and simultaneously posts them on the Company’s corporate website
(http://www.thephoenixmills.com/). In addition, the quarterly shareholding patterns, Annual reports, Board
Meeting notices, press releases and other shareholder communications are also regularly posted on the
corporate website of the Company.
ii) The quarterly results are submitted to the Bombay Stock Exchange Limited (BSE) and National Stock
Exchange of India Limited (NSE) immediately after the conclusion of the respective Board Meetings at which
the same are taken on record and approved by the Board of Directors of the Company.
iii) No presentations were made to institutional investors or to the analysts during the year under review.
iv) The Management Discussion and Analysis Report forms part of this Annual Report.

8. CEO / CFO Certification

In terms of the requirement of Clause 49(V) of the Listing Agreement, the Group CEO & Joint Managing Director
and Director-Finance have submitted a certificate to the Board of Directors in the prescribed format for the year
under review.

9. General Shareholder Information

i) Annual General Meeting

Day, Date and Time : Tuesday, 20th September, 2011 at 4.00 P.M.
Venue : Indian Merchant Chambers, 4th Floor, Walchand Hirachand
Hall, Churchgate, Mumbai - 400 020
ii) Financial Year : The Company follows April-March as its financial year.
iii) Unaudited financial reporting for the quarter ending (tentative):
30th June, 2011 : On 30th July, 2011
30th September, 2011 : On or before 15th November, 2011
31st December, 2011 : On or before 15th February, 2012
31st March, 2012 : On or before 15th May, 2012
AGM for the year ending 31st March, 2012 : On or before 30th September, 2012
iv) Book Closure : Tuesday, 13th September, 2011 to Tuesday, 20th September,
2011 (both days inclusive).
v) Dividend Payment : The dividend, if declared, by the shareholders at the AGM
shall be paid / credited on 26th September, 2011.
vi) Listing on Stock Exchanges : The Company has already paid the annual listing fees for
the year 2011-12 to the Stock Exchanges (BSE and NSE)
as well as custodial fees to the depositories within the
prescribed time.
vii) Scrip Code/Symbol : BSE: 503100 NSE : PHOENIXLTD
viii) Corporate Identification Number (CIN) : L17100MH1905PLC000200
ix) The monthly high and low quotations of shares traded on the Bombay Stock Exchange Limited and National
Stock Exchange of India Limited along with the volumes is as follows:

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BSE NSE
Month High (`) Low (`) Traded High (`) Low (`) Traded
Volume (Nos.) Volume (Nos)
April, 2010 235.70 184.45 2,158,103 235.80 170.50 3,520,339
May, 2010 219.85 189.00 533,829 218.50 188.60 1,595,595
June, 2010 224.10 191.10 1,647,238 223.90 190.10 4,680,540
July, 2010 237.70 213.00 1,182,594 237.70 209.60 1,967,408
August, 2010 261.00 215.10 1,210,830 268.00 213.00 1,970,530
September, 2010 269.25 224.00 496,493 269.90 223.00 2,070,739
October, 2010 268.00 225.00 576,900 267.70 221.10 1,385,970
November, 2010 255.00 178.55 441,311 255.20 180.25 2,110,838
December, 2010 242.00 212.00 141,906 243.00 201.80 1,087,785
January, 2011 225.80 196.00 87,912 250.00 193.65 398,511
February, 2011 202.80 168.05 895,693 205.00 165.00 1,592,362
March, 2011 205.50 160.00 1,502,216 207.55 167.00 2,850,569

x) Performance in comparison with BSE Sensex and NSE Nifty

Monthly High-Low Share Price / BSE SENSEX PHOENIX HIGH BSE HIGH
PHOENIX LOW BSE HIGH

300.00 25000
275.00
250.00
20000
225.00
Price of Shares

200.00

BSE SENSEX
175.00 15000
150.00
125.00 10000
100.00
75.00
50.00 5000
25.00
0.00 0
Apr '10 May '10 Jun '10 Jul '10 Aug '10 Sep '10 Oct '10 Nov '10 Dec '10 Jan '11 Feb '11 Mar '11

Month

Monthly High-Low Share Price / NSE NIFTY PHOENIX HIGH NSE HIGH
PHOENIX LOW NSE HIGH

300.00 7000

250.00 6000

5000
Price of Shares

200.00
NSE NIFTY

4000
150.00
3000
100.00
2000
50.00 1000

0.00 0
Apr '10 May '10 Jun '10 Jul '10 Aug '10 Sep '10 Oct '10 Nov '10 Dec '10 Jan '11 Feb '11 Mar '11

Month

78

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Index Comparison PHOENIX

SENSEX
REALTY

20
% Change (Price/Points)

-20

-40

-60
Apr '10 Jul '10 Oct '10 Jan '11 Apr '11 Jul '11


xi) Share Transfer System:
The Registrar and Share Transfer Agent of the Company receives applications for transfer of shares held in
physical form. They attend to share transfer formalities every fortnight.

Shares held in the dematerialized form are electronically traded in the Depository. The Registrars and Share
Transfer Agent (RTA) of the Company periodically receive the beneficiary holdings from the Depository which
enables the RTA to update their records for sending all corporate communications, dividend warrants, etc.

Physical shares received for dematerialization are processed and completed within a period of 21 days from
the date of receipt, provided they are in order in every respect. Bad deliveries are immediately returned to
Depository Participants under advice to the shareholders.

xii) Category wise Shareholding as at 31st March, 2011:

Sr.No. Category No. of %

Shares held
1. Promoter and Promoter Group 95,476,663 65.92
2. Mutual Funds/UTI 75,09,725 5.18
3. Banks/ Financial Institutions 70,500 0.05
4. Foreign Institutional Investors 3,06,64,145 21.17
5. Foreign Venture Capital Investors 1,500,000 1.04
6. Non-Residents 1,51,544 0.1
7. Private Bodies Corporate 15,62,490 1.08
8. Indian Public 77,30,277 5.33
9. Others (Clearing Members & Trusts) 1,80,101 0.12
Total 144,845,445 100.00

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xiii) Distribution of Shareholding as at 31st March, 2011:

No. of Equity Shares No. of %of Total No. of Shares % of Total

Shareholders
1-500 9,471 80.91 1,383,639 0.96
501 - 1,000 766 6.54 625,678 0.43
1,001 - 2,000 607 5.19 906,536 0.63
2,001 - 3,000 279 2.38 706,381 0.49
3,001 - 4,000 126 1.08 459,978 0.32
4,001 - 5,000 74 0.63 348,994 0.24
5,001 - 10,000 173 1.48 1,240,231 0.86
10,001 and above 209 1.79 139,174,008 96.08
TOTAL 11,705 100 144,845,445 100

xiv) Dematerialization of Shares and Liquidity:

About 97.84% of the shares have been dematerialized as on 31st March, 2011. The International Security
Identification Number (ISIN) allotted to the Company’s equity shares is INE211B01039.
xv) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity:
The Company has not issued any GDRs/ADRs. There were no outstanding convertible warrants as on 31st
March, 2011.
xvi) Please note that in terms of SEBI Circulars No.MRD/DoP/Cir-05/2009 dated 20th May, 2009 and No.SEBI/
MRD/DoP/SE/RTA/Cir-03/2010 dated 7th January, 2010, it is mandatory for the shareholders holding
shares in physical form to submit self-attested copy of PAN card in the following cases:
a) Transferees’ PAN Cards for transfer of shares,
b) Surviving joint holders’ PAN Cards for deletion of name of deceased shareholder,
c) Legal heirs’ PAN Cards for transmission of shares,
d) Joint holders’ PAN Cards for transposition of shares.
In compliance with the aforesaid circulars, requests without attaching copies of PAN card, for transfer/deletion/
transmission and transposition of shares of the Company in physical form will be returned under objection.

xvii) Disclosure under Clause 5A(II) of the Listing Agreement in respect of Unclaimed Shares:
The Securities and Exchange Board of India vide its Circular no. CIR/CFD/DIL/10/2010 dated 16th December
2010, amended Clause 5A of the Equity Listing Agreement regarding unclaimed shares held in physical form.

In compliance with said amendment, and in order to avoid transfer of unclaimed shares to the “Unclaimed
Suspense Account”, the Company from 3rd March, 2011 onwards, has sent ‘Reminder Letters’ to such
shareholders whose share certificates have remained undelivered and hence unclaimed, requesting them to
update their correct details viz., postal addresses, PAN details etc., registered with the Company.

In response to the Reminder Letters, many shareholders have registered their correct details with the
Company and many undelivered/ unclaimed shares have since been claimed by the shareholders.

Below is the Status of the Unclaimed Shares as on June 30, 2011

Unclaimed Shares Details of Shareholders Details of claimed Unclaimed Shares as on

as on 28-02-2011 who approached Shares as on 30th July, 2011
the Company for 30th July, 2011
unclaimed shares as
on 30th July, 2011
No. of share No. of Shares No. of share No. of No. of share No. of No. of share No. of
holders holders Shares holders Shares holders Shares

80
2,252 3,001,355 417 518,305 417 518,305 1,835 2,483,050

The Phoenix Mills Limited

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Report on Corporate Governance

xviii) MCA’s Green Initiative in Corporate Governance:

The Ministry of Corporate Affairs (MCA) has vide its Circular No. 17/2011 dated 21st April, 2011 and Circular
No. 18/2011 dated 29th April, 2011 has undertaken the Green Initiative in Corporate Governance and has
permitted the delivery of documents viz., Notices of Meetings, Annual Reports etc., to the Shareholders
through electronic mode.
It is proposed that documents like Notices of Meetings/Postal Ballot, Annual Reports, Directors Report, and
Auditors’ Report from the year ended 31st March, 2011 onwards and other shareholder communications
will be sent electronically to the email address provided by the Shareholders and/or made available to the
Company by the Depositories viz., NSDL / CDSL. Shareholders holding the shares in demat form are requested
to keep their Depository Participant (DP) informed & updated of any change in their e-mail address.
For Shares held in physical form, shareholders can register their email address by sending a duly signed
letter mentioning their name(s), folio no. and email address to the Company’s Registrar & Transfer Agent,
M/s Link Intime India Private Limited, C-13, Kantilal Manganlal Estate, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (W), Mumbai - 400078 or by sending an email to phoenixmillsgogreen@linkintime.
co.in. oralternatively can register their email address on the website of the Company at http://www.
thephoenixmills.com/green/greenadd.asp
xix) Shares held in Electronic Form
Shareholders holding shares in electronic form may please note that:
a) Instructions regarding bank details which they wish to have incorporated in future dividend warrants
must be submitted to the Depository Participants (DP). As per the regulations of NSDL and CDSL, the
Company is obliged to print bank details on the dividend warrants, as furnished by these depositories to
the Company.
b) Instructions already given by them for shares held in physical form will not be automatically applicable
to the dividend paid on shares held in electronic form.
c) Instructions regarding change of address, nomination and power of attorney should be given directly to
the DP.

xx) Registrar and Share Transfer Agent:

Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound
L.B.S. Marg, Bhandup (West)
Mumbai - 400 078

xxi) Plant Locations:

The Company does not carry any manufacturing activities and hence does not have any plant locations.
xxii) Address for Correspondence:
For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address,
non-receipt of dividend or any other query relating to shares:
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound
L.B.S. Marg, Bhandup (West), Mumbai - 400 078
Tel. No.: 022-25963838 Fax No.: 022-25946969

xxiii) For general correspondence:
Mr. Mangesh Satvilkar
Investor Relations Officer
The Phoenix Mills Limited
462, Senapati Bapat Marg
Lower Parel, Mumbai - 400 013
Tel No. 022-30016600 Fax No. 022- 30016818

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Annual Report 2011

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10. Other Disclosures

a) The Company did not have any related party transactions, i.e. transactions of the Company of material
nature, with its promoters, Directors or the Management, their subsidiaries or relatives, etc., which may
have potential conflict with the interests of the Company at large. Related Party transactions have been
disclosed in the Notes to Accounts in the financial statements for the year ended 31st March, 2011.

b) Shareholdings of the Non-Executive Directors as on 31st March 2011 is as under:

Name of the Director No. of Shares held

Mr. Amitkumar Dabriwala Nil
Mr. Amit Dalal Nil
Mr. Sivaramakrishnan Iyer Nil
Mr. Shribhanu Patki Nil
Mr. Suhail Nathani Nil

c) The Company has complied with the requirements of regulatory authorities on Capital Markets and no
penalty/stricture was imposed on the Company during the last three years.

d) The Company has complied with the mandatory requirements of Corporate Governance. The Company has
adopted non-mandatory requirements relating to Remuneration Committee.

11. Non-mandatory Requirements:

I) The Board:
a) An office for the use of the Chairman is made available.
b) At present, there is no policy fixing the tenure of Independent Directors.
II) Remuneration Committee:
Particulars of constitution of Remuneration Committee and terms of reference thereof have been detailed
earlier.
III) Shareholders’ Rights:
Since the quarterly and annual results are published in an English as well as in a regional language
newspaper and displayed on Company’s corporate website as well, half yearly financial results including
summary of significant events in the past six months are presently not being sent to the Shareholders.
IV) Audit Qualifications:
The financial statements of the Company for the year ended 31st March, 2011 are unqualified.
V) Training of Board Members:
As the members of the Board are eminent and experienced professional persons, presently, there is no
formal Policy for training of the Board members of the Company.
VI) Mechanism for evaluating non-executive Board Members:
There is no formal mechanism existing at present for performance evaluation of Non-Executive Members.
VII) Whistle Blower Policy:
The Company has not implemented the whistle blower policy.

82
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Report on Corporate Governance

CERTIFICATE ON CORPORATE GOVERNANCE

To,
The Shareholders

The Phoenix Mills Limited

We have examined the compliance of conditions of Corporate Governance by The Phoenix Mills Limited (“the
Company”) for the year ended 31st March, 2011 as stipulated in Clause 49 of the Listing Agreement of the said
Company with the Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinations
were limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements
of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has compiled with the conditions of Corporate Governance as stipulated in the abovementioned Listing
Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Rathi & Associates

Company Secretaries

Place: Mumbai Narayan Rathi

Date: 30th July, 2011 Partner
CP No. 1104

CODE OF CONDUCT DECLARATION

Pursuant to Clause 49 I (D) of the Listing Agreement entered into with the Stock Exchanges, we hereby declare that
the Company has obtained affirmative compliance with the code of conduct from all the Board members and senior
management personnel of the Company.

Place: Pune Shishir Shrivastava

Date: 30th July, 2011 Group CEO & Joint Managing Director

83
Annual Report 2011
 Secretarial Audit Report IMAGINE
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To k) Declaration and payment of Dividend to Equity

The Board of Directors, Shareholders;
The Phoenix Mills Limited, l) Appointment and payment of remuneration to
462, Senapati Bapat Marg, Statutory Auditors;
Lower Parel, Mumbai - 400 013. m) Approval for Transfers of Shares and/or issue of
We have examined the registers, records and documents duplicate share certificates by duly constituted
of The Phoenix Mills Limited (“the Company”) for the committee of the Board;
financial year ended 31st March 2011, as maintained n) Investment of the Company’s funds in other
under the provisions of: bodies corporate;
The Companies Act, 1956 and the Rules made under o) Charges created and/or modified to secure
that Act; the borrowings made by the Company and
The Depositories Act, 1996 and the Regulations and satisfaction thereof; and
Bye-laws framed under that Act; p) Obtaining consent of the Members, the Board of
Regulations and Guidelines prescribed under the Directors and Committee of Directors wherever
Securities and Exchange Board of India Act, 1992 more required.
particularly as under: 2. The Company has complied with the provisions of
Securities and Exchange Board of India (Substantial Depositories Act, 1996 and Regulations framed
Acquisition of Shares and Takeovers) Regulations, 1997; thereunder with regard to dematerialization /
and Securities and Exchange Board of India (Prohibition rematerialization of securities and reconciliation
of Insider Trading) Regulations, 1992; and Equity Listing of records of dematerialized securities with all
Agreement entered into with Bombay Stock Exchange securities issued by the Company.
Limited and National Stock Exchange of India Limited. 3. The Company has complied with the provisions of
Based on the examination and verification of registers, Securities and Exchange Board of India (Substantial
records and documents produced to us and according to Acquisition of Shares and Takeovers) Regulations,
explanations furnished to us by the Company, its officers 1997 with respect to disclosures and maintenance
and agents, in our opinion, we report as under: of records required under the Regulations.
1. The Company has complied with the provisions of 4. The Company has complied with the provisions of
the Companies Act, 1956 (“the Act”) and the Rules Securities and Exchange Board of India (Prohibition
made under the Act, and Memorandum and Articles of Insider Trading) Regulations, 1992 with regard to
of Association of the Company with regard to: disclosures and maintenance of records required
a) Maintenance of Statutory Registers and under the Regulations.
incorporating entries therein. 5. The Company has complied with the provisions of the Listing
b) Constitution of the Board of Directors and Agreement entered into with Bombay Stock Exchange
appointment, retirement and re-appointment Limited and National Stock Exchange of India Limited.
of Directors;
We further report that:
c) Appointment of managerial personnel and a) The Company has obtained all necessary
payment of remuneration thereto; approvals of the Central Government and/or other
d) Meetings of Directors and Committees thereof authorities under the Act, wherever required.
held including passing of resolutions by b) There was no prosecution initiated against, or
circulation; show cause notice received by the Company
e) Disclosure of interest in other firms/companies and no fines or penalties were imposed on
by the Directors to the Board of Directors; the Company under the Companies Act, 1956;
f) Service of Notice and other documents to the SEBI Act, 1992; Depositories Act, 1996 and
Members; regulations and Guidelines framed thereunder.
g) The 105th Annual General Meeting held on
28th September, 2010; For Rathi & Associates
h) Recording and maintenance of the minutes Company Secretaries
of the proceedings of General Meetings and
Meetings of the Board and committees thereof; Place: Mumbai Narayan Rathi
i) Filing of applicable forms and returns with Registrar Dated: 30th July, 2011 Partner
of Companies and/or Central Government; FCS No. 1433
j) Closure of Register of Members and Share COP No. 1104

84 Transfer Books;

The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Auditors’ Report Consolidated Accounts

To d) In our opinion, the Balance Sheet, the Profit

The Members of and Loss Account and the Cash Flow Statement
THE PHOENIX MILLS LIMITED dealt by this report are in compliance with the
mandatory Accounting Standards referred to in
1. We have audited the attached Balance Sheet of Section 211(3C) of the Companies Act, 1956.
THE PHOENIX MILLS LIMITED as at 31st March, e) On the basis of the written representations
2011, the Profit and Loss Account and the Cash received from the directors as on 31st March
Flow Statement for the year ended on that date 2011 and taken on record by the Board of
annexed thereto. These financial statements are Directors, we report that none of the directors
the responsibility of the Company’s management. are disqualified as on 31st March 2011 from
Our responsibility is to express an opinion on these being appointed as directors in terms of clause
financial statements based on our audit. (g) of sub-section (1) of Section 274 of the
Companies Act, 1956.
2. We conducted our audit in accordance with the f) In our opinion and to the best of our information
auditing standards generally accepted in India. and according to the explanations given to us, the
Those Standards require that we plan and perform said accounts read together with the significant
the audit to obtain reasonable assurance about accounting policies and other notes thereon give
whether the financial statements are free of material the information required by the Companies Act,
misstatement. An audit includes examining, on a 1956, in the manner so required and give a true
test basis, evidence supporting the amounts and and fair view in conformity with the accounting
disclosures in the financial statements. An audit also principles generally accepted in India:-
includes assessing the accounting principles used
and significant estimates made by management, i) In the case of the Balance Sheet, of the
as well as evaluating the overall financial statement state of affairs of the Company as at 31st
presentation. We believe that our audit provides a March, 2011 ;
reasonable basis for our opinion.
ii) In the case of the Profit and Loss Account,
of the Profit of the Company for the year
3. As required by the Companies (Auditors’ Report)
ended on that date; and
Order, 2003 issued by the Central Government of
India in terms of Section 227(4A) of the Companies iii) In the case of the Cash Flow Statement, of
Act, 1956, we enclose in the Annexure a statement the Cash Flows for the year ended on that
on the matters specified in paragraphs 4 and 5 of the date.
said Order, to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to For A. M. Ghelani & Company For Chaturvedi & Shah
in paragraph 3 above we report that: Chartered Accountants Chartered Accountants
FRN :103173W FRN : 101720W
a) We have obtained all the information and
explanations, which to the best of our knowledge Chintan A. Ghelani Amit Chaturvedi
and belief were necessary for the purposes of Partner Partner
our audit. Membership No: 104391 Membership No: 103141
b) In our opinion, the company has kept proper
books of account as required by law so far as Place: Pune
appears from our examination of those books. Date: 30th July, 2011
c) The Balance Sheet, the Profit and Loss Account
and the Cash flow Statement dealt with by
this report are in agreement with the books of
accounts.

85
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(Referred to in Paragraph 3 of our report of even date) interest thereon, wherever applicable, to the
subsidiaries and the other companies, covered
1. In respect of its Fixed Assets: - in the Register maintained under section 301
of the Companies Act, 1956 are not prima
a) The Company has maintained proper records showing facie prejudicial to the interest of the Company.
the particulars and situation of its fixed assets.
c) As per the information and explanation given
b) According to the information and explanations to us, the principal amounts and interest,
given to us, the fixed assets were physically wherever applicable, of the said loans
verified by the management in accordance with are repayable on demand and there is no
the phased programme of verification, which repayment schedule. Therefore, the question
in our opinion, is reasonable having regard of overdue amounts does not arise.
to the size of the Company and nature of its
assets. The discrepancies noticed on physical d) The Company has not taken loans from any
verification were not material and have been parties listed in the Register maintained under
properly dealt with in the books of accounts. Section 301 of the Companies Act, 1956.
c) During the year, the Company has not disposed 4. In our opinion and according to the information
off any substantial part of the fixed assets. and explanations given to us, there is an adequate
internal control system commensurate with the size
2. In respect of its inventories: of the company and the nature of its business for the
a) According to the information and explanations purchase of inventory and fixed assets and also for
given to us, the stocks of finished goods have the sale of goods and services. During the course
been physically verified by the management of our audit, we have not observed any continuing
during the year. In our opinion, the frequency failure to correct major weaknesses in the internal
of verification is reasonable. The company did control systems in respect of the above areas.
not have any stocks at the end of the year.
5. In respect of transactions covered under section 301 of
b) According to the information and explanations the Companies Act, 1956, in our opinion and according
given to us, in our opinion, the procedures for to the information and explanations given to us;
the physical verification of stocks followed by
the management are reasonable and adequate a) The transactions made in pursuance of contracts
in relation to the size of the Company and the or arrangements, that needed to be entered in
nature of its business. the register maintained under section 301 of the
Companies Act, 1956 have been so entered.
c) The company is maintaining proper records b) These transactions have been made at prices
of inventory. The discrepancies noticed on which are comparable to similar transactions
verification between the physical stocks and entered into with other parties.
book records were not material, having regard
to the size of the operations of the Company. 6. According to the information and explanations given
3. In respect of loans, secured or unsecured, granted to us, the company has not accepted any deposits
or taken by the company to/from companies, firms from the public during the year. Therefore the
or parties covered in the register maintained under provisions of clause (vi) of paragraph 4 of the order
section 301 of the Companies Act, 1956: - are not applicable to the company.

a) The Company has granted interest-free 7. In our opinion, the company has an internal audit
unsecured loans to three wholly owned system commensurate with the size of the Company
subsidiaries and interest-bearing unsecured and the nature of its business.
loans to one subsidiary and three other
companies covered in the Register maintained 8. As per the information and explanations given to
under section 301 of the Companies Act, 1956. us, the Central Government has not prescribed the
In respect of the said loans, the maximum maintenance of cost records under section 209(1)(d)
amount outstanding at any time during the year of the Companies Act, 1956 in respect of the business
is ` 2,366,286,959 and the year-end balance activities conducted by the company during the year.
is ` 1,847,840,057.
9. a) As per the information and explanations given
b) In our opinion and according to the information to us, the company has generally been regular
and explanations given to us, the terms and in depositing the undisputed statutory dues
conditions of such loans given, including including Provident Fund, Employee’s State

86
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Annexure to Auditors’ Report (Contd.) Consolidated Accounts

Insurance, Income Tax and Sales Tax with the 15. As at the end of the year, the company has not
appropriate authorities and there were no given any guarantee for loans taken by others. The
undisputed amounts payable in respect of such guarantees given by the company in the previous
dues which have remained outstanding as at financial years for the loan taken by its subsidiary
31st March, 2011 for a period of more than six has been released during the year. According to the
months from the date they became payable. In information and explanations given to us, we are
respect of the service tax liabilities, as given in of the opinion that the terms and conditions of the
Note No – B (4) of Schedule “R”, we are unable said guarantee were prima facie not prejudicial to
to comment, as the matter is subjudice. the interest of the company.
b) The disputed statutory dues aggregating to 16. The Company has not raised new terms loans
` 9,873,314 that have not been deposited on during the year. The term loans outstanding at the
account of the matters pending before the beginning of the year have prima facie, been applied
appropriate authorities are as under:- for the purposes for which they were obtained.

Name of the Income Tax Central Excise

17. According to the information and explanations given
Statute Act 1961 Act 1944 to us, and the records examined by us, the funds
raised on short term basis have prima facie, not
Nature of Dues Income Tax Excise Duty
been used during the year for long term investments.
Amount ` 8,227,088 1,646,226
18. The company has not made any preferential
Period to which 2001-02 to 1986-87 to allotment of shares, during the year, to parties and
the amount 2007-08 1992-93
companies covered in the Register maintained
relates
under section 301 of the Companies Act, 1956.
Forum where CIT (Appeals) Commissioner
dispute is (Appeals) – As 19. The company has not issued any debentures.
pending directed by CEGAT Therefore, the provisions of clause (xix) of paragraph
4 of the Order are not applicable to the Company.
10. The Company does not have accumulated losses
20. In an earlier financial year, the company had raised
at the end of the financial year. The company has
money by way of placement of equity shares to
not incurred cash losses in the financial year under
qualified institutions. The balance unutilized money
report as well as in the immediately preceding
as at the beginning of the year has been fully
financial year.
utilized during the year. The company has not raised
11. Based on our audit procedures and explanations any money by public issues, during the year.
given to us, the company has not defaulted in 21. Based upon the audit procedures performed for the
repayment of dues to financial Institutions/banks. purpose of reporting the true and fair view of the financial
The company has not borrowed any funds by way of statements and as per the information and explanations
issue of debentures. given by the management, we have not come across any
instance of material fraud on or by the Company, noted or
12. In our opinion and according to the information reported during the course of our audit.
and explanations given to us, the company has not
granted loans/advances on the basis of security
by way of pledge of shares, debentures and other For A. M. Ghelani & Company For Chaturvedi & Shah
securities and therefore, the provisions of the clause Chartered Accountants Chartered Accountants
(xii) of paragraph 4 of the Order are not applicable. FRN :103173W FRN : 101720W
13. In our opinion, the Company is not a chit fund /
nidhi / mutual benefit fund / society. Therefore, the Chintan A. Ghelani Amit Chaturvedi
provisions of clause (xiii) of paragraph 4 of the Order Partner Partner
are not applicable to the Company. Membership No: 104391 Membership No: 103141

14. The company has maintained proper records of the Place: Pune
transactions and contracts in respect of dealing Date: 30th July, 2011
in shares, securities and other investments and
timely entries have been made therein. All shares,
securities and other investments have been held
by the Company in its own name except securities
pledged with the banks/ financial institutions.
87
Annual Report 2011
 Balance Sheet IMAGINE

As at 31st March 2011 CONCEIVE

REALIZE

Schedule As at 31st As at 31st

March 2011 March 2010
(`) (`) (`)
SOURCES OF FUNDS
SHAREHOLDERS' FUNDS
Share Capital A 289,690,890 289,690,890
Reserves & Surplus B 15,715,447,738 15,102,912,746
16,005,138,628 15,392,603,636
LOAN FUNDS
Secured Loans C 399,971,935 1,421,622,637
Total 16,405,110,563 16,814,226,273
APPLICATION OF FUNDS
FIXED ASSETS D
Gross Block 5,253,155,433 5,059,033,486
Less: Depreciation 881,431,328 604,884,141
Net Block 4,371,724,105 4,454,149,345
Capital Work-in-Progress 817,464,597 882,041,898
5,189,188,702 5,336,191,243
INVESTMENTS E 5,176,668,446 5,874,532,084
DEFERRED TAX ASSETS (Net) 12,642,875 22,517,824
CURRENT ASSETS, LOANS AND ADVANCES
Inventories F - 3,053,138
Sundry Debtors G 875,036,351 410,781,091
Cash & Bank Balances H 77,766,875 203,949,150
Loans & Advances I 6,927,253,042 6,295,911,212
7,880,056,268 6,913,694,591
Less: CURRENT LIABILITIES & PROVISIONS
Current Liabilities J 1,510,107,873 1,097,443,622
Provisions K 343,337,855 235,265,847
1,853,445,728 1,332,709,469
NET CURRENT ASSETS 6,026,610,540 5,580,985,122
Total 16,405,110,563 16,814,226,273
Significant Accounting Policies and R
Notes on Accounts

Schedules referred to herein form an integral part of the Balance Sheet

As per our report of even date

For A.M.Ghelani & Company For Chaturvedi & Shah For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
FRN : 103173W FRN : 101720W

Chintan A. Ghelani Amit Chaturvedi Ashokkumar R. Ruia Shishir Shrivastava

Partner Partner (Chairman & Managing Director ) (Group CEO & Jt. Managing Director)
M. No. 104391 M. No. 103141
Atul Ruia Pradumna Kanodia
(Jt. Managing Director ) (Director Finance)

Pune Minal Bhate - Dandekar

88
Dated : 30th July, 2011 (Company Secretary)

The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Profit and Loss Account Consolidated Accounts

For the year ended 31st March 2011

Schedule 2010-11 2009-10

(`) (`) (`)
INCOME
Sales and Services L 1,765,191,701 1,157,717,257
Other Income M 323,262,726 240,240,318
Total 2,088,454,427 1,397,957,575
EXPENDITURE
Purchase for resale and variation in N
9,353,912 5,906,189
inventory
Employee Costs O 56,162,884 39,459,512
Operating and other Expenses P 446,275,774 366,127,671
Interest and Finance Charges Q 85,516,181 85,529,100
Depreciation 278,218,340 161,426,737
Less: Transfer from Revaluation Reserve (962,748) 277,255,592 (952,660)
(Refer to Note No. B-3 of Schedule "R")
Total 874,564,343 657,496,549
PROFIT BEFORE TAX 1,213,890,084 740,461,026
Less : Provision for Taxation
Current Income Tax 287,500,000 151,500,000
Deferred Tax 9,874,949 297,374,949 (9,957,833)
PROFIT AFTER TAX 916,515,135 598,918,859
Balance brought forward from previous year 3,025,645,083 2,830,080,539
PROFIT AVAILABLE FOR APPROPRIATION 3,942,160,218 3,428,999,398
APPROPRIATIONS
Transferred to General Reserve 200,000,000 200,000,000
Proposed Dividend 260,721,801 173,814,534
Tax on Proposed Dividend 42,295,594 29,539,781
BALANCE CARRIED TO BALANCE SHEET 3,439,142,823 3,025,645,083
Basic and Diluted EPS (Face Value ` 2) 6.33 4.13
Significant Accounting Policies and R
Notes on Accounts

Schedules referred to herein form an integral part of the Profit and Loss Account
As per our report of even date

For A.M.Ghelani & Company For Chaturvedi & Shah For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
FRN : 103173W FRN : 101720W

Chintan A. Ghelani Amit Chaturvedi Ashokkumar R. Ruia Shishir Shrivastava

Partner Partner (Chairman & Managing Director ) (Group CEO & Jt. Managing Director)
M. No. 104391 M. No. 103141
Atul Ruia Pradumna Kanodia
(Jt. Managing Director ) (Director Finance)

Pune Minal Bhate - Dandekar

89
Dated : 30th July, 2011 (Company Secretary)

Annual Report 2011

 Cash Flow Statement IMAGINE
For the year ended on 31st March 2011 CONCEIVE
REALIZE

31st March 31st March

2011 2010
(`) (`) (`)
A CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit before tax as per the Profit and Loss Account 1,213,890,084 740,461,026
Adjustments for :
Depreciation 277,255,592 160,474,077
(Profit)/Loss on Assets sold/discarded 418,716 396,679
Interest Expenses 85,516,181 85,529,100
Balances in Debtors/Advances written off 68,352,232 -
Provision for Doubtful Debts and Advances (27,539,062) 37,291,650
Interest Income (150,567,793) (122,042,293)
Dividend Income (56,366,003) (72,206,546)
Profit on sale of Investments (1,795,847) (24,289,890)
195,274,016 65,152,777
Operating Cash flow before working capital changes 1,409,164,100 805,613,803
Adjustment for Working Capital changes :
Inventories 3,053,138 245,262
Trade and other Receivables (554,792,396) (220,542,339)
Trade and other Payables 406,417,118 183,659,791
(145,322,140) (36,637,286)
Cash generated from Operations 1,263,841,960 768,976,517
Direct Taxes Paid (272,661,624) (171,972,322)
Net Cash from Operating Activities A 991,180,336 597,004,195
B CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Fixed Assets (131,914,515) (684,942,896)
Sale of Fixed Assets 280,000 1,586,666
Inter Corporate Deposits & Loans (placed)/refunded (Net) (334,393,208) (172,511,471)
Share Application Money (Net) (201,182,640) (171,409,906)
Purchase of Investments (557,015,929) (942,530,819)
Sale of Investments 1,256,675,414 422,282,183
Interest Received 104,525,777 124,208,525
Dividend Income 56,366,003 72,206,546
Net Cash generated from/(used in)
193,340,902 (1,351,111,172)
Investing Activities B

90
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Cash Flow Statement Consolidated Accounts

For the year ended on 31st March 2011 (Contd.)

31st March 31st March

2011 2010
(`) (`) (`)
C CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long term borrowings (1,144,375,937) (148,043,290)
Short term loans availed / (repaid )(Net) 122,725,235 (81,917,810)
Interest paid (85,516,181) (188,497,042)
Dividend paid (including tax on Dividend) (203,536,630) (167,474,182)
Net Cash generated from/(used in)
(1,310,703,513) (585,932,324)
Financing Activities C
D Net Increase/(Decrease) in Cash and
(126,182,275) (1,340,039,301)
Cash Equivalents A+B+C
Cash and Cash equivalents at the
203,949,150 1,543,988,451
beginning of the year
Cash and Cash equivalents at the
77,766,875 203,949,150
end of the year

Note : The Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting Standard 3
“Cash Flow Statements” as notified by the Companies (Accounting Standards) Rules 2006.

As per our report of even date

For A.M.Ghelani & Company For Chaturvedi & Shah For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
FRN : 103173W FRN : 101720W

Chintan A. Ghelani Amit Chaturvedi Ashokkumar R. Ruia Shishir Shrivastava

Partner Partner (Chairman & Managing Director ) (Group CEO & Jt. Managing Director)
M. No. 104391 M. No. 103141
Atul Ruia Pradumna Kanodia
(Jt. Managing Director ) (Director Finance)

Pune Minal Bhate - Dandekar
Dated : 30th July, 2011 (Company Secretary)

91
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet CONCEIVE
REALIZE

As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “A”
SHARE CAPITAL
AUTHORISED :
"150,000,000 (P. Y. 150,000,000)
300,000,000 300,000,000
Equity Shares of ` 2/- each"
ISSUED, SUBSCRIBED AND PAID UP:
"144,845,445 (P Y. 144,845,445)
289,690,890 289,690,890
Equity Shares of ` 2 each fully paid up"
TOTAL 289,690,890 289,690,890
Note:
Of the above:
54,600,000 (P. Y. 54,600,000) Equity shares of ` 2
each have been alloted as fully paid up Bonus Shares by
capitalisation of Reserves.
40,000,000 (P. Y. 40,000,000) Equity Shares of ` 2 each
were allotted to the share holders of Ashok Ruia Enterprise
Pvt. Ltd. as per the scheme of amalgamation without
payments being received in cash.
9,166,665 (P. Y. 9,166,665) Equity Shares of ` 2 each
were allotted to the share holders of Ruia Real Estate
Development Company Pvt. Ltd. as per the scheme of
amalgamation without payments being received in cash.
3,390,000 (P. Y. 3,390,000) Equity Shares have been
reserved for allotment under The Phoenix Mills Employees'
Stock Option Plan 2007.
650,000 (P. Y. 650,000) Options have been granted under
'The Phoenix Mills Employees' Stock Option Plan 2007 of
which 250,000 (P.Y. 250,000) Options have lapsed and are
available for regrant.

SCHEDULE “B”
RESERVES & SURPLUS
Capital Reserve
As per last Balance Sheet 18,413,824 18,413,824
General Reserve
As per last Balance Sheet 1,291,764,734 1,091,764,734
Add: Transfer from Profit & Loss Account 200,000,000 200,000,000
1,491,764,734 1,291,764,734
Securities Premium Account
As per last Balance Sheet 10,659,263,354 10,659,263,354
Revaluation Reserve
As per last Balance Sheet 107,825,751 108,778,411
Less:Additional Depreciation on Revaluation of
Assets transferred 962,748 952,660
to Profit & Loss Account (Refer to Note No.B-3 of Schedule “R”) 106,863,003 107,825,751
Profit & Loss Account 3,439,142,823 3,025,645,083
(Balance as per account annexed)
TOTAL 15,715,447,738 15,102,912,746

92
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Balance Sheet (Contd.)

As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “C”
SECURED LOANS
LOANS FROM BANKS
Term Loans - 1,144,375,937
Working Capital Loans 399,971,935 277,246,700
(Secured by Equitable Mortgage of deposit of Title
deeds in respect of certain immovable properties and 399,971,935 1,421,622,637
by hypothecation of rentals receivable from licencees.)
TOTAL 399,971,935 1,421,622,637

SCHEDULE “D“
FIXED ASSETS (Amount in `)

GROSS BLOCK [AT COST] DEPRECIATION NET BLOCK

Description As at Additions Deductions As at Upto For the Deductions Upto As at As at

1.04.2010 during during 31.03.2011 1.04.2010 year during 31.03.2011 31.03.2011 31.03.2010
the year the year the year

Freehold Land 10,669,783* - - 10,669,783 - - - - 10,669,783 10,669,783

Right on
Leasehold 69,761,432* - - 69,761,432 4,701,889 42,359 @ - 4,744,248 65,017,184 65,059,543
Land

Buildings 4,325,129,214* 117,463,132 - 4,442,592,346 461,326,221 195,355,564 - 656,681,785 3,785,910,561 3,863,802,993

Plant and
244,908,273* 27,799,786 - 272,708,059 45,040,755 28,980,634 - 74,021,389 198,686,670 199,867,518
Machinery

Vehicles 28,327,834 - 2,369,869 25,957,965 18,218,455 2,642,324 1,671,153 19,189,626 6,768,339 10,109,379

Office Furniture
380,236,950 51,228,898 - 431,465,848 75,596,821 51,197,459 - 126,794,280 304,671,568 304,640,129
& Equiptment

Total 5,059,033,486 196,491,816 2,369,869 5,253,155,433 604,884,141 278,218,340 1,671,153 881,431,328 4,371,724,105 4,454,149,345

Previous Year 1,997,435,275 3,066,855,352 5,257,141 5,059,033,486 446,731,200 161,426,737 3,273,796 604,884,141 4,454,149,345

Capital Work
817,464,597 882,041,898
in Progress

Notes :
1. * Amount added on Revaluation ( as at 31.03.1985) ` 184,843,610 (Net of Depreciation). Refer to Note No. B-3 of Schedule “R”.
2. @ Represents write off on the basis of the period of the lease.
3. Lease Hold Land
a) Includes land taken on leased for period of 999 years as from 1951 renewal at the option for further like period.
b) Includes ` 26,638,617 (as revalued) leased in perpetuity against which there is no writeoff required.
4. Capital Work in Progress includes pre-operative expenses of ` Nil (P. Y. ` 20,600,899/-). Refer to Note No. 18 of Schedule “R”.

As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “E”
INVESTMENTS
A. LONG TERM - TRADE
1. INVESTMENT IN GOVERNMENT
SECURITIES : (Unquoted)
3% Conversion Loan deposited with the Collector
of Central Excise (Face Value ` 21,500) 13,734 13,734

12 years National Savings Certificates 12,050 12,050

93
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet (Contd.) CONCEIVE
REALIZE

As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “E”
INVESTMENTS (Contd.)
(Deposited with State Government and Excise
Authorities as security)
6 years- National Savings Certificates VIII Issue 5,000 5,000
(Deposited for Ration Shop License)
7 years - National Savings Certificates 5,160 5,160
(Deposited with State Government and other
35,944 35,944
authorities as security)
2. INVESTMENT IN COMPANIES : (Unquoted)
i) ASSOCIATES
(Equity Shares of face value of ` 10/- each fully
paid-up)
5,000 (P.Y. 5,000) - Bartraya Mall Dev. Co. Pvt.Ltd 50,000 50,000
2,246,588 (P.Y. 2,246,588 ) - Classic Mall
249,966,918 249,966,918
Development Pvt. Ltd.
Nil (P.Y. 10,010) - Starboard Hotels Pvt. Ltd. - 128,892
3,334 (P.Y. Nil) - Classic Housing Projects Pvt. Ltd. 33,340 -
20,593,192 (P. Y. 5,148,298) - Entertainment
450,124,554 450,124,554
World Developers Ltd.
25,000 (P.Y. 25,000) - Escort Developers Pvt. Ltd. 15,950,000 15,950,000
7,445 (P.Y. 6,667) - Island Star Mall Developers Pvt. Ltd. 122,105 69,069
4,500 (P.Y. 4,500) - Juniper Developers Pvt. Ltd. 46,620 46,620
7,265,080 (P.Y. 7,265,080) - Offbeat Developers Pvt. Ltd. 247,037,912 247,037,912
166,670 (P. Y. 166,670) - Picasso Developers Pvt. Ltd. 20,000,400 20,000,400
333,333 (P.Y. 333,333) - Ramayana Realtors Pvt. Ltd. 44,186,012 44,186,012
1,027,517,861 1,027,560,377
(Preference Shares of ` 10/- each fully paid-up)
8,690,644 (P.Y. 5,345,833) - Island Star Mall
282,935,627 55,382,361
Developers Pvt. Ltd.
(Optionally Convertible Debentures of ` 100/-
each fully paid-up)
800,000 (P.Y. Nil) - Classic Housing Projects Pvt. Ltd. 80,000,000 -
362,935,627 55,382,361
ii) OTHERS
(Equity Shares of face value of ` 10/- each fully
paid-up)
10 (P.Y. 10) - Treasure World Developers (India Pvt. Ltd.) 8,500 8,500
(Compulsory Fully Convertible Debentures of ` 10/-
each fully paid-up)
100,000,000 (P.Y. 100,000,000) - Treasure World
1,000,000,000 1,000,000,000
Developers Pvt. Ltd.
1,000,008,500 1,000,008,500
2,390,461,988 2,082,951,238

94
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Balance Sheet (Contd.)

As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “E”
INVESTMENTS (Contd.)
3. INVESTMENT IN THE CAPITAL OF
PARTNERSHIP FIRM
Phoenix Construction Company 20,013,913 20,342,984
4. OTHER INVESTMENTS: (Unquoted)
10 (P. Y. 10) ordinary shares of ` 50/-each -fully
500 500
paid of Sukhsagar Premises Co-op. Society Ltd.
5 (P. Y. 5) ordinary shares of ` 50/-each -fully
250 250
paid of Vivina Co-op. Housing Society Ltd.
80 (P. Y. 80) ordinary shares of ` 25/- each -fully
paid of Rashtriya Mazdoor Madhyavarti Sahakari 2,000 2,000
Grahak Sangh (Maryadit)
2,750 2,750
B. LONG TERM - OTHERS
1. INVESTMENT IN SUBSIDIARY COMPANIES :
(Unquoted )
(Equity Shares of face value of ` 10/- each fully
paid-up unless otherwise stated)
4,000,020 (P.Y.4,000,020) - Bellona Finvest
40,000,200 40,000,200
Ltd.
15,741,181 (P. Y. 15,741,181) - Big Apple Real
858,615,797 858,615,797
Estate Pvt. Ltd.
10,000 (P. Y. 10,000) - Enhance Holdings
Pvt. Ltd. (Formerly known as Kalani Holdings 384,600 384,600
Pvt. Ltd.)
40,000 (P. Y. 40,000) - Market City
400,000 400,000
Management Pvt Ltd.
10,000 (P. Y. 10,000) - Market City
103,600 103,600
Resources Pvt. Ltd.
12,760,000 (P.Y. 12,760,000) - Palladium
733,709,500
Construction Pvt Ltd. 733,709,500
1,200,000 (P.Y. 1,200,000) - Pallazzio Hotels &
120,000,000 120,000,000
Leisure Ltd. (` 100 each)*
6,667 (P.Y. 6,667) - Pinnacle Real Estate
66,670 66,670
Development Pvt. Ltd.
10,000 (P.Y. 10,000) - Plutocrate Asset & Capital
35,000,000 35,000,000
Management Co. Pvt. Ltd.
1,250 (P. Y. Nil) - Butala Farm Lands Pvt. Ltd.
250,000,000 -
(` 100 each)
12,638,715 ( P.Y. 12,750,000) - Vamona
334,030,763 334,196,513
Developers Pvt. Ltd.
2,372,311,130 2,122,476,880

95
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet (Contd.) CONCEIVE
REALIZE

As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “E”
INVESTMENTS (Contd.)
2. INVESTMENT IN OTHER COMPANIES :
i) QUOTED: (Equity Shares of face value of `
10/- each fully paid-up )
7,265 (P. Y. 7,265) - I.C.I.C.I. Bank Limited ** 260,250 260,250
20 (P. Y. 20) - Clariant Chemicals (India) Ltd. 200 200
2,00,642 (P. Y. 2,00,642) - Graphite India
27,034,521 27,034,521
Limited - face value of ` 2 each
60,192 (P. Y. 60,192) - GKW Limited 3,648,237 3,648,237
2,386 (P. Y. 2,386) - Zeneca Group Plc (U.K.)
159,596 159,596
Ordinary shares of 25 Pence each fully paid up
31,102,804 31,102,804
ii) UNQUOTED:
2,974 (P. Y. 2,974) - Imperial Chemical Industries 155,002 155,002
Plc. Ordinary shares of 1 Pound each fully paid up
155,002 155,002
C. CURRENT INVESTMENTS - OTHERS
INVESTMENTS IN MUTUAL FUNDS
(Units of face value of (`) 10/- each)
Nil (P. Y. 2,365,622) - Fortis Money Plus Inst.Fund - 23,663,549
Nil (P. Y. 40,266,917) - Reliance Medium Term Fund - 688,383,071
Nil (P. Y. 47,593,121) - Kotak Floater Long Term Fund - 479,729,146
Nil (P. Y. 9,220,250) - Birla Sunlife Floating Rate
- 92,415,626
Fund Long Term Plan
Nil (P. Y. 4,011,104) - ICICI Prudential MF
- 40,166,526
Banking & PSU Debt Fund
Nil (P. Y. 2,008,216) - Kotal Quaterly Interval Plan - 20,082,200
Nil (P. Y. 5,293,621) - IDFC Money Manager
- 53,015,610
Fund - Plan B
Nil (P. Y. 2,000,000) - UTI Fixed Income Interval Fund - 20,000,000
Nil (P. Y. 19,994,779) - Fortis Short Term Income Fund - 200,008,754
7,848,190 (P.Y. Nil) - Birla Sunlife Short
78,481,907 -
Term FMP Series 5
3,000,000 (P.Y. Nil) - Birla Sunlife Short
30,000,000 -
Term FMP Series 8
2,276,978 (P.Y. Nil) - ICICI Prudential
22,769,775 -
MF Qtrly Interval Plan III
5,000,000 (P.Y. Nil) - Tata Fixed Maturity
50,000,000 -
Plan Short Term
18,019,978 (P.Y. Nil) - Kotak Credit Opp. Fund Growth 181,333,233 -
362,584,915 1,617,464,482
5,176,668,446 5,874,532,084

96
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Balance Sheet (Contd.)

As at 31st As at 31st
March 2011 March 2010
(`) (`)
1. Aggregate value of Quoted Investments:
Book Value 31,102,804 31,102,804
Market Value 57,073,035 51,197,460
2. Aggregate value of Investment in Mutual Funds:
Book Value 362,584,915 1,617,464,482
3. Aggregate book value of other Unquoted Investments: 4,782,980,727 4,226,124,394
Notes :
* Out of 1,200,000 shares, 612,000 Shares are pledged with the Financial Institutions for the Loans borrowed by the subsidiary company.
** Out of 7,265 shares, 1,995 shares are held by a Bank in their name as security

Investments Purchased and Sold during the year Face Value No of Units Cost (`)
Mutual Fund Units
Birla Sunlife Floating Rate Fund - Long Term Plan 10 166,703 1,636,954
Birla Sunlife Ultra Short Term Fund 10 13,717,856 137,254,008
HDFC Cash Management Fund Savings Plan 10 1,050,000 10,655,505
ICICI Prudential Mutual Fund Banking & PSU Debt Fund 10 105,981 1,292,523
Fortis Short Term Income Fund - IPP 10 148,409 1,492,805
DSP BR Money Manager Fund - Institutional Plan 1,000 50,864 50,905,105
DWS Ultra Short Term Fund 10 3,219,210 32,249,726
Tata Treasury Manager Fund 1,010 79,283 80,101,140
UTI Treasury Advantage Fund - Institutional Plan 1,000 21,145 21,149,032
Kotak Quarterly Interval Plan - Series 10 10 6,518,729 66,190,526
Kotak Quaterly Interval Plan - Series -7 10 38,307 384,049
Fortis Short Term Income Fund - Daily Dividend 10 142,048 1,427,883
ABN Amro Money Plus Institutional Fund 10 112,313 1,128,930
Birla Floatin Rate Long Term Fund 10 3,846,229 38,483,053
Birla SL Cash Plus - Institutional Premium 10 10,866,540 108,877,299
Birla Sunlife Cash Manager Fund 10 95,881,317 959,100,810
Birla Sunlife Interval Income Fund 10 11,179,674 111,796,740
Birla Sunlife Savings Fund 10 13,492,888 135,020,627
DSP Blackrock Fund - FMP 10 30,000,000 304,007,760
DSP Black Rock Money Manager Fund 1,000 6,161 6,175,155
Hdfc Fmp Mutual Fund 10 20,000,000 202,377,000
IDFC Money Manager Fund - Plan B 10 31,660 317,075
IDFC Savings Advantage Fund - Plan A 1,000 74,001 74,016,607
Kotak Floater Short Term Fund 10 14,953,229 151,268,291
Reliance Liquid Fund 10 3,213,613 32,152,515
Reliance Medium Term Fund 17 20,691,515 353,756,181
Reliance Money Manager Fund 1,001 483,776 484,439,984
Reliance Quaterly Interval Fund 10 46,373,741 464,350,442
Kotak Floater Long Term Fund 10 5,681,932 57,262,881
Reliance Liquid Fund - Cash Plan 10 3,391,538 37,786,826
Tata Fixed Income Portfolio Fund 10 1,773,765 17,737,654
UTI - Fixed Income Interval Fund 10 113,265 1,132,653

97
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet (Contd.) CONCEIVE
REALIZE

As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “F”
INVENTORIES
As taken, valued & certified by the management
Stock in Trade - 3,053,138
TOTAL - 3,053,138

SCHEDULE “G”
SUNDRY DEBTORS
UNSECURED (considered good unless otherwise stated)
Debts outstanding for a period exceeding six months
Considered Good 120,104,652 198,480,146
Considered Doubtful 17,085,471 44,624,533
137,190,123 243,104,679
Less: Provision for Doubtful Debts 17,085,471 44,624,533
120,104,652 198,480,146
Other Debts 754,931,699 212,300,945
TOTAL 875,036,351 410,781,091
Debtors include ` 20,527,108 (Previous year: ` 13,874,445) from private limited companies in which a director is a
director/member.

SCHEDULE “H”
CASH AND BANK BALANCES
Cash on hand 245,866 1,681,021
Balances with Scheduled Banks:
In Current Accounts 66,034,874 8,949,679
In Fixed Deposit Accounts 4,270,417 185,920,417
[Deposit receipts of ` 4,254,417 (Previous year :
4,254,417) pledged as security]
In Dividend Accounts 7,215,718 7,398,033
TOTAL 77,766,875 203,949,150

98
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Balance Sheet (Contd.)

As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “I”
LOANS AND ADVANCES
Unsecured (considered good unless otherwise stated)
Loans to Subsidiaries 1,861,136,111 1,799,206,733
Advances recoverable in cash or in kind or for value
1,148,324,084 523,539,694
to be received
Inter Corporate Deposits 397,060,168 692,883,351
Share Application Money pending allotment 3,006,242,761 2,805,060,121
Other Deposits 514,489,918 475,221,313
TOTAL 6,927,253,042 6,295,911,212

Advances include ` 2,161,204,797/- (Previous year: ` 572,632,254/-) from private limited companies in which a
director is a director/member.

SCHEDULE “J”
CURRENT LIABILITIES
Sundry Creditors
Micro and Small Enterprises - -
Others 639,291,657 260,742,486
Security Deposits from Occupants/Licencees 658,639,058 639,428,830
Unpaid Dividends 7,215,720 7,398,035
Other Liabilities 204,961,438 189,874,271
TOTAL 1,510,107,873 1,097,443,622

SCHEDULE “K”
PROVISIONS
Gratuity 1,367,389 6,173,464
Leave encashment 4,924,636 6,548,009
Taxation (Net of taxes paid) 34,028,435 19,190,059
Proposed Dividend 260,721,801 173,814,534
Tax on Proposed Dividend 42,295,594 29,539,781
TOTAL 343,337,855 235,265,847

99
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Profit And Loss Account CONCEIVE
REALIZE

2010-11 2009-10
(`) (`) (`)
SCHEDULE “L”
SALES & SERVICES
Sales 11,046,215 7,830,484
License Fees and Rental Income 1,327,594,254 826,909,342
Service Charges 374,580,152 309,876,787
Income from Events 51,971,080 13,100,644
TOTAL 1,765,191,701 1,157,717,257

SCHEDULE “M”
OTHER INCOME
Dividend Income
Current (other than trade) 55,144,506 71,470,345
Long Term (other than trade) 1,221,497 736,201
56,366,003 72,206,546
Profit on sale of Investments 1,795,847 24,289,890
Share of Profit / (Loss) from Partnership Firm in
(329,071) 133,811
which Company is a partner
(Refer to Note B-6 of Schedule”R”)
Interest 150,567,793 122,042,293
(TDS ` 15,056,779; Previous year ` 14,918,249)
Compensation on Relinquishment of Rights 100,051,250 -
Miscellaneous Receipts 14,810,904 21,567,778
TOTAL 323,262,726 240,240,318

SCHEDULE “N”
PURCHASE FOR RESALE AND VARIATION IN INVENTORY
Purchase for resale 6,300,774 5,660,927
Variation in Inventory
Stocks at commencement 3,053,138 3,298,400
Stocks at close - 3,053,138
Net (Increase)/Decrease 3,053,138 245,262
TOTAL 9,353,912 5,906,189

SCHEDULE “O”
EMPLOYEE COSTS
Salaries, Wages & Bonus 51,567,461 36,680,880
Gratuity and Leave encashment 1,465,359 (344,118)
Contribution to Provident Fund & Other Funds 1,330,487 1,341,096
Staff Welfare Expenses 1,799,577 1,781,654
TOTAL 56,162,884 39,459,512

100
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Profit And Loss Account (Contd.)

2010-11 2009-10
(`) (`) (`)
SCHEDULE “P”
OPERATION AND OTHER EXPENSES
Electricity (Net) 26,978,543 24,468,090
Repairs and Maintenance:-
Buildings 27,023,711 1,535,044
Machinery & Vehicles 21,061,624 16,997,116
Others 11,113,305 22,583,820
59,198,640 41,115,980
Insurance 7,639,487 5,325,761
Rent 18,489,796 5,564,996
Rates & Taxes 39,735,801 32,237,728
Water Charges 13,134,172 14,495,678
Legal and Professional charges 49,447,392 61,748,026
Travelling Expenses 5,028,722 6,785,975
Auditors’ Remuneration 3,850,000 5,011,000
Directors’ Remuneration and sitting fees 21,081,406 10,125,898
Donation 1,521,345 3,653,326
Loss on Assets discarded/sold 418,716 396,679
Prior Period Expenses 560,533 814,368
Advertisement & Sales Promotion 56,773,601 42,857,741
Bad debts & Sundry balances written off 68,352,232 -
Provision for Doubtful Debts & Advances/(written back) (27,539,062) 40,813,170 37,291,650
Bank charges 2,161,562 339,697
Security Charges 31,955,228 30,889,680
Other Miscellaneous Expenses 67,487,660 43,005,398
TOTAL 446,275,774 366,127,671

SCHEDULE “Q”
INTEREST AND FINANCE CHARGES
Interest on fixed loans 82,786,757 45,639,876
Interest on other loans 2,729,424 39,889,224
TOTAL 85,516,181 85,529,100

101
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet and CONCEIVE
Profit & Loss Account REALIZE

SCHEDULE “R”
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS FORMING PART OF THE BALANCE SHEET AS AT
31st MARCH, 2011 AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE

A. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation of financial statements:
The financial statements are prepared under the historical cost convention, except for certain fixed assets
which are revalued, in accordance with the generally accepted accounting principles in India and the
provisions of the Companies Act, 1956.

b) Use of estimates:
The preparation of financial statements requires estimates and assumptions to be made that affect the
reported amount of assets and liabilities on the date of the financial statements and the reported amount
of revenues and expenses for the reporting period. The difference between the actual results and estimates
are recognised in the period in which the results are known/materialised.

c) Fixed Assets:
i) Fixed Assets are stated at cost net of cenvat credit and include amounts added on revaluation, less
accumulated depreciation and impairment loss, if any.
ii) Expenditure incurred on construction/erection of assets, which are incomplete as at balance sheet
date, are included in Capital work in progress.

d) Depreciation:
i) Leasehold land is amortized over the period of lease.
ii) Depreciation on other fixed assets (excluding land and lease land in perpetuity) is provided on written
down value method at the rates and in the manner specified in schedule XIV to the Companies Act, 1956
iii) In respect of certain revalued assets, (land, buildings and plant & machinery) depreciation has been
calculated on the revalued figures as per the rates and in the manner specified by the valuers in their
Revaluation Report. The difference between the depreciation so computed and that computed as per (i)
and (ii) above has been charged to the Revaluation Reserve.

e) Impairment of Assets:
In accordance with AS 28 on “Impairment of Assets” as notified by the Companies (Accounting Standards)
Rules, 2006, where there is any indication of impairment of the company’s assets related to cash generating
units, the carrying amounts of such assets are reviewed at each balance sheet date to determine whether
there is any impairment. The recoverable amount of such assets is estimated as the higher of its net selling
price and its value in use. An impairment loss is recognised whenever the carrying amount of such assets
exceeds its recoverable amount. Impairment Loss, if any, is recognised in the Profit and Loss Account.

f) Investments:
Long term investments are valued at cost of acquisition less diminution if any, of a permanent nature.
Current Investments are stated at cost or market/fair value whichever is lower.

g) Inventories:
Inventories are valued at lower of cost or net realisable value. Cost is determined on FIFO basis.

h) Borrowing Costs:
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised
as part of the cost of such assets. A qualifying asset is an asset that necessarily takes a substantial period
of time to get ready for its intended use or sale. All other borrowing costs are recognised as an expense in
the period in which they are incurred.

102
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Balance Sheet and

Profit & Loss Account (Contd.)
i) Revenue recognition:
Revenue is recognised when it is earned and no significant uncertainty exists as to its realisation or collection.
License fees, rental income and service charges are recognised based on contractual rights. Interest is recognised
on time proportion basis. Dividend income is recognised when the right to receive the same is established.

j) Employee Benefits: -
i) Short term employee benefits are recognised as expenses at the undiscounted amounts in the profit &
loss account of the year in which the related service is rendered.
ii) Post employment and other long term employee benefits are recognised as an expense in the profit &
loss account for the year in which the employee has rendered services. The expenses are recognised
at the present value of the amounts payable determined using actuarial valuation techniques. Actuarial
gains and losses in respect of post employment and other long term benefits (net of expected return on
plan assets) are charged to the profit & loss account.

k) Foreign Currency transactions:

i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time
of the transaction.
ii) Exchange differences arising as a result of the subsequent settlements of transactions are recognised
as income or expense in the profit and loss account.

l) Share issue expenses:

Expenses in connection with issue of shares are adjusted against securities premium account.

m) Taxes on Income:
i) Provision for income tax (current tax) is determined on the basis of the taxable income of the current
year in accordance with the Income Tax Act, 1961.
ii) Deferred tax is recognised in respect of deferred tax assets (subject to the consideration of prudence) and
deferred tax liabilities on timing differences, being the difference between taxable income and accounting
income that originate in one year and are capable of reversal in one or more subsequent years

n) Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognised when there is a
present obligation as a result of past events and it is probable that there will be an outflow of resources.
Contingent Liabilities are not recognised but are disclosed in the Notes on Accounts. Contingent Assets are
neither recognised nor disclosed in the financial statements.

B. NOTES ON ACCOUNTS: -
1. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-
i) Disputed excise duty liability amounting ` 1,646,266 (P. Y. ` 11,376,598 )
ii) Corporate guarantee issued by the Company amounting to ` NIL (P. Y. ` 500,000,000) to secure
financial assistance being availed by a subsidiary company.
iii) Outstanding guarantees given by Banks ` 2,769,969 (P. Y. ` 2,769,969).
iv) Estimated amount of contracts remaining to be executed on capital account and not provided for in the
accounts is ` 24,081,092 (P. Y. ` 129,604,655 ) net of advance paid.
v) Demand notices received for damages / interest on account of arrears / late payments of E.S.I.C.
(` 354,903) and Provident Fund dues (` 2,471,962) aggregating to ` 2,826,865 (P. Y. ` 3,148,254)
are disputed by the Company. The Company has paid ` 1,000,000 and has also furnished a Bank
Guarantee for ` 1,471,165 against P.F. demands to the P.F. authorities.
vi) The Income tax assessments of the Company have been completed up to Assessment Year 2008-09. The
disputed tax demand outstanding upto the said Assessment Year is ` 8,227,088. The company as well

103
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet and CONCEIVE
Profit & Loss Account (Contd.) REALIZE

as the Income Tax Department are in appeal before the Appellate Authorities against the assessments
of earlier financial years. The impact thereof, if any, on the tax position can be ascertained only after the
disposal of the above appeals. Accordingly, the accounting entries arising there from will be passed in
the year of the disposal of the said appeals.

2. ADDITIONAL INFORMATION:
i) The Company has executed a non disposal undertaking to a lender bank stating that it shall not dispose
/ transfer / pledge / encumber any shares owned / held by it in its subsidiary company, Vamona
Developers Private Limited, until the loan of ` 4,750,000,000, taken by Vamona Developers Private
Limited is fully repaid to the Bank.
ii) The Company has created a charge, by way of mortgage, on 17,853 square meters of its land for
the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the
banks. The Company has developed a mixed use retail structure on the said land. The Company
has transferred the rights of development of 2/3rd portion of 17,853 square meters of the said
land to PHLL for the construction of a hotel, vide a Land Development Agreement. The conveyance
of the said portion of Land, in favour of PHLL, will be made at any time after the completion of the
construction of the Hotel but not before three years from the date of the agreement with PHLL.

3. Based on the valuation reports of the Government approved valuers, the Company had revalued its assets
consisting of land including leasehold land and land leased in perpetuity, Buildings and Plants and Machinery
as on 31st March 1985. Depreciation on revalued land, building and plant and machinery has been calculated
as per the rates specified by the valuers, which includes an additional charge amounting to ` 962,748
(P.Y. ` 952,660) in comparison to depreciation provided under the Companies Act, 1956, and an equivalent
amount has been withdrawn from Revaluation Reserve and credited to Profit and Loss account.

4. The matter of the levy of service tax on renting of immovable property is subjudice. The case of Home
Solution Retailers of India and others v/s. Union of India and others [Delhi], has again challenged the
constitutional validity of Section 65(105) (zzzz) of the Finance Act, 1994 as amended by the Finance Act,
2010. Pending the outcome of the final decision, the Company has continued to levy the service tax on
license fees, conducting fees, common area maintenance charges etc. billed to licensees, during the
Financial Year 2010-11. However, citing the reason of the matter being subjudice, many licensees have
not paid the service tax component billed to them and accordingly in such cases, the Company too, has not
deposited the service tax with the Government, aggregating to ` 157,965,195 as at 31st March, 2011. The
company does not expect the outcome of the matter to have any adverse effect on its financial position or
results of operations.

The Balances of the sundry debtors are subject to confirmations from the respective parties and are pending
reconciliations/adjustments arising on account of the service tax billed.

5. The balances in respect of sundry creditors, loans and advances, deposits pledged with excise authorities,
either debit or credit as appearing in the books of accounts are subject to confirmations by the respective
parties and adjustments/reconciliation arising therefrom, if any.

6. The Company is a partner in a partnership firm M/s. Phoenix Construction Company. The accounts of the
partnership firm have been finalised upto the financial year 2009-2010. The details of the Capital Accounts
of the Partners as per the latest Financial Statements of the firm are as under:-

Total Capital on
Sr. No. Name of the Partners Profit 31/03/2010 31/03/2009
Sharing ratio (`) (`)
1. The Phoenix Mills Ltd. 50% 17,112,243 17,191,314
2. Gold Seal Holding Pvt. Ltd. 50% 14,130,041 18,435,804

104
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Balance Sheet and

Profit & Loss Account (Contd.)
The Company has accounted for its share of loss amounting to ` 329,071, pertaining to the financial year
2009-2010 in the current year. The share of profit/loss for the current financial year will be accounted in the
books of the Company on the finalisation of the accounts of the firm.

7. Disclosure as per Accounting Standard 15 (Revised) “Employee Benefits” as notified by the Companies
(Accounting Standards) Rules, 2006.

a) Defined Contribution Plan, recognised as expenses for the year are as under :
Employer’s Contribution to Provident and Pension Fund ` 1,137,059 (P. Y. 1,341,096).
The Company makes contributions towards provident fund and pension fund for qualifying employees to
the Regional Provident Fund Commissioner.
b) Defined Benefit Plan:
The company provides gratuity benefit to it’s employees which is a defined benefit plan. The present
value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method,
which recognizes each period of service as giving rise to additional unit of employee benefit entitlement
and measures each unit separately to build up the final obligation. The obligation for leave encashment
is recognised in the same manner as gratuity.

2010-11 2009-10
Gratuity Leave Gratuity Leave
(Funded) Encashment (Unfunded) Encashment
(Unfunded) (Unfunded)
(`) (`) (`) (`)
a) Change in Present Value of Obligation
Present value of the obligation at the
6,173,464 6,548,009 5,978,871 8,670,821
beginning of the year
Current Service Cost 988,139 583,128 674,694 177,682
Interest Cost 509,311 540,211 478,310 693,666
Actuarial (Gain) / Loss on Obligation 971,186 (2,526,590) 186,849 (2,703,008)
Benefits Paid - (220,122) (1,145,260) (291,152)
Present value of the obligation at the
8,642,100 4,924,636 6,173,464 6,548,009
end of the year
b) Amounts Recognised in the Balance Sheet:
Present value of Obligation at the end of
8,642,100 4,924,636 6,173,464 6,548,009
the year
Fair value of Plan Assets at the end of
(7,274,711) - - -
the year
Net Obligation at the end of the year 1,367,389 4,924,636 6,173,464 6,548,009
2010-11
C) Reconciliation of opening and closing Gratuity
balances of Plan Assets: (funded)
Plan Assets at the beginning of the year -
Expected Return on plan assets 202,121
Contribution 7,072,590
Benefits paid during the year -
Actuarial (gain)/loss on Plan Assets -
Fair Value of Plan Assets at the end of
7,274,711
the year

105
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet and CONCEIVE
Profit & Loss Account (Contd.) REALIZE

2010-11 2009-10
Gratuity Leave Gratuity Leave
(Funded) Encashment (Unfunded) Encashment
(Unfunded) (Unfunded)
(`) (`) (`) (`)
d) Amounts Recognised in the statement
of Profit and Loss:
Current Service Cost 988,139 583,128 674,694 177,682
Interest cost on Obligation 509,311 540,211 478,310 693,666
Expected return on Plan Assets (202,121) NIL NIL NIL
Net Actuarial (Gain) / Loss recognised
971,186 (2,526,590) 186,849 (2,703,008)
in the year
Net Cost Included in Personnel
2,266,515 (1,403,251) 1,339,853 (1,831,660)
Expenses
2010-11
e) Actual return on plan assets for the year: Gratuity
(funded)
Expected return on Plan Assets 202,121
Actuarial (gain)/loss on Plan Assets -
Actual return on plan assets 202,121
f) Actuarial Assumptions
i) Discount Rate 8.25% P.A 8.25% P.A. 8.25% P.A. 8.25% P.A.
ii) Expected Rate of Return on Plan
Assets - - - -
iii) Salary Escalation Rate 10% P.A. 10% P.A. 6% P.A. 6% P.A.
iv) Mortality L.I.C 1994- L.I.C 1994- L.I.C 1994- L.I.C 1994-
96 ULTIMATE 96 ULTIMATE 96 ULTIMATE 96 ULTIMATE
The company has funded its Gratuity obligation under Group Gratuity Policy managed by the Life
Insurance Corporation (LIC) Of India. The disclosures stated above have been obtained from an
independent actuary.
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation,
seniority, promotion and other relevant factors including supply and demand in the employment market.
The above information is certified by the actuary.

8. The Auditors’ Remuneration includes:

Particulars 2010-11 2009-10

(`) (`)
Audit fees 3,100,000 2,500,000
Tax Audit fees 600,000 500,000
Certification and other fees 150,000 2,011,000
Total 3,850,000 5,011,000

106
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Balance Sheet and

Profit & Loss Account (Contd.)
9. a) The following amounts have been paid / are payable as remuneration to the Directors (including
managing Directors) for services rendered by them: -
i) Remuneration to Managing Directors/Executive Directors

Particulars 2010-11 2009-10

(`) (`)
Salary 16,800,000 9,600,000
House Rent Allowance - -
Other Perquistes/Reimbursements 2,666,406 370,898
Total 19,466,406 9,970,898

ii) Commission to Non Executive Directors ` 1,250,000 (P.Y. ` Nil)

b.) Computation of Net Profit in accordance with Section 198 of the Companies Act, 1956 for the calculation
of the Remuneration payable to the Directors:

Particulars 2010-11 2009-10

(`) (`) (`)
Profit before tax as per Profit & Loss Account 1,213,890,084 740,461,026
Add : Managerial Remuneration 19,466,406 9,970,898
Commission to Non Executive Directors 1,250,000 -
Directors’ fees 365,000 155,000
Prior period expenses 560,533 814,368
Loss on assets sold/discarded 418,716 396,679
Depreciation 277,255,592 160,474,077
299,316,247 171, 811,022
1,513,206,331 912,272,048
Less : Profit on sale of investments 1,795,847 24,289,890
Depreciation as per section 350 278,218,340 161,426,737
280,014,187 185,716,627
Net profit in accordance with Section 198 of
1,233,192,144 726,555,421
the Companies Act, 1956
11% of the Net profit as computed above: 135,651,135 79,921,096

10. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more
than 45 days as at March 31, 2011. The above information, regarding Micro, Small and Medium enterprises
has been determined to the extent such parties have been identified on the basis of the information available
with the Company. This has been relied upon by the Auditors.

107
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet and CONCEIVE
Profit & Loss Account (Contd.) REALIZE

11. The disclosure in respect of Segment information as per Accounting Standard : AS 17 on “Segment
Reporting” notified by the Companies (Accounting Standards) Rules, 2006 is as under:

(Amount in `)
Sr.No. Particulars Property & Textile / Cloth Unallocated Total
Related Services Trading
A REVENUE
1. Income from 1,754,145,486 11,046,215 1,765,191,701
Operations & Sales (1,149,886,773) (7,830,484) (1,157,717,257)
2. Other Income 323,262,726 323,262,726
(240,240,318) (240,240,318)
TOTAL 2,088,454,427
(1,397,957,575)
B RESULTS
1. Profit Before Tax & 974,628,211 1,515,328 323,262,726 1,299,406,265
Interest (584,002,488) (1,747,320) (240,240,318) (825,990,126)
2. Less: Interest 85,516,181 85,516,181
(85,529,100) (85,529,100)
3. Profit Before Tax 1,213,890,084
(740,461,026)
4. Less : Provision for 297,374,949
Taxation (141,542,167)
5. NET PROFIT AFTER 916,515,135
TAX (598,918,859)
C OTHER
INFORMATION
1. Segment Assets 6,782,302,970 3,198,222 11,460,412,224 18,245,913,416
(6,346,929,194) (3,992,007) (11,773,496,717) (18,124,417,918)
2. Deferred Tax Assets 12,642,875 12,642,875
/ Liabilities (Net) (22,517,824) (22,517,824)
3. Total Assets 18,258,556,291
(18,146,935,742)
4. Segment Liabilities 1,509,184,178 - 744,233,485 2,253,417,663
(1,101,470,630) (1,296,430) (1,651,565,046) (2,754,332,106)
5. Capital Expenditure 130,253,051 - 130,253,051
(785,927,492) - (785,927,492)
6. Depreciation 277,255,592 - 277,255,592
(160,474,077) - (160,474,077)
7. Non Case Expenses
other than
Depreciation
Bad Debts & 68,352,232
balances written off (-)
Notes:
i) The Company has disclosed Business Segment as the primary Segment. In the opinion of the Management, the Company
is organised into two main business segments namely, Property & Related Services and Textile / Cloth Trading. These
segments have been identified in line with AS-17 on segment reporting.
ii) The activities of the Company being carried on totally within India, the information about Secondary Segment
(Geographic Segments) is not required to be given.
iii) Segment Revenue, results and other information includes the respective amounts identifiable to each of the
segments as also amounts allocated on a reasonable basis. The items/information which relate to the Company as

108
a whole and cannot be directly identified with any particular business segment have been shown separately.

The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Balance Sheet and

Profit & Loss Account (Contd.)
12. In view of the Accounting Standard : AS 18 on Related Parties Disclosures as notified by the Companies
(Accounting Standards) Rules 2006 , the disclosure in respect of related party transactions for the year
ended on 31st March 2011 is as under:

a) RELATIONSHIPS
Category I : Subsidiaries of the Company
Blackwood Developers Private Limited
Bellona Finvest Limited
Big Apple Real Estate Private Limited
Butala Farm Lands Pvt.Ltd. (w.e.f. 29.10.2010)
Gangetic Developers Private Limited
Enhance Holdings Private Limited
(formerly Kalani Holdings Private Limited )
Market City Management Private Limited
Marketcity Resources Private Limited
Palladium Constructions Private Limited
Pallazzio Hotels and Leisure Limited
Pinnacle Real Estate Development Private Limited
Plutocrat Assets and Capital Management Private Limited
Upal Developers Private Limited
Vamona Developers Private Limited

Category II : Associates of the Company
Bartraya Mall Development Company Private Limited
Starboard Hotels Private Limited
(formerly Classic Software Technology Park Developers Private Limited)
Classic Mall Development Company Private Limited
Classic Housing Projects Private Limited
Entertainment World Developers Limited
Escort Developers Private Limited
Galaxy Entertainment Corporation Limited
Galaxy Entertainment (India) Private Limited
Island Star Mall Developers Private Limited
Juniper Developers Private Limited
Offbeat Developers Private Limited
Picasso Developers Private Limited
Ramayana Realtors Private Limited

Category III : Other Related Parties where common control exists
B.R.International
R.R.Hosiery Private Limited
R.R. Hosiery
R.R. Textiles
Phoenix Construction Company
Phoenix Hospitality Company Private Limited
Phoenix Retail Private Limited

Category IV : Key Management Personnel
Ashokkumar R. Ruia ) Chairman & Managing Director
Atul Ruia ) Jt. Managing Director
Kiran B. Gandhi ) Whole-time Director
Shishir Shrivastava ) Group CEO and Jt. Managing Director

Category V : Relatives of Key Management Personnel

Gayatri A Ruia

109
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet and CONCEIVE
Profit & Loss Account (Contd.) REALIZE

b) The following transactions were carried out with the related parties in the ordinary course of business in
the financial year under report :
(Amount in `)
Sr.No. TRANSACTIONS Category I Category II Category III Category IV Category V Total
1. Rent,Compensation 52,762,603 4,619,977 30,874,622 - 646,443 88,903,645
& Other recoveries (55,593,163) (101,308) (44,446,888) - (3,215,721) (103,357,080)
(Ser. Chrgs)
2. Interest Received 43,759,578 8,509,300 - - - 52,268,878
(3,001,351) (2,166,685) - - - (5,168,036)
3. Administrative & 36,972,000 - 13,313,239 - - 50,285,239
other expenses (42,044,635) - (219,557) - - (42,264,192)
4. Remunaration / - - - 19,466,406 - 19,466,406
Salary - - - (9,970,898) - (9,970,898)
5. Cloth / Garments - - - - - -
Sold - - (148,677) - - (148,677)
6. Profit / (Loss) from - - (329,071) - - (329,071)
Partnership - Firm - - (133,811) - - (133,811)
7. Capital withdrawn - - - - - -
from firm - - (250,000) - - (250,000)
8. Loan returned by 316,219,850 833,037,228 - - - 1,149,257,078
parties (461,838,307) (380,529,741) - (2,000,000) - (844,368,048)
9. Loans Given 325,048,938 305,000,000 - - - 630,048,938
(155,361,782) (450,000,000) - - - (607,361,782)
10. Advances Given - 568,287,013 - - - 568,287,013
(88,062,513) - - - - (88,062,513)
11. Deposit Given - 5,000,000 292,75,000 - - 34,275,000
- - - - - -
12. Deposit Received/ - - - - - -
(returned) - - - - (300,000) (300,000)
13. Investment
in Shares / 123,400,000 392,639,642 104,768,100 - - 620,807,742
application money (485,312,905) (159,975,000) (122,747,000) - - (768,034,905)
pending allotment
14. Application money - - - - - -
Refund Received - (509,395,853) - - - (509,395,853)
15. Balance written off - 4,551,270 3,453 - - 4,554,723
/ (written back) (5,238) - - - - (5,238)
16. Purchase of Fixed - - - - - -
assets - (1,424,208) - - - (1,424,208)
17. Allocation of 13,716,670 - - - - 13,716,670
Common CWIP Cost (12,683,372) - - - - (12,683,372)
18. Relinquishment of - 792,714,650 - - - 792,714,650
TDR Rights - - - - - -

c) The following balances were due from / to the related parties as on 31-03-2011

110
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Balance Sheet and

Profit & Loss Account (Contd.)
(Amount in `)
Sr.No. TRANSACTIONS Category Category Category Category Category Total
I II III IV V
1. Investment in 2,372,311,130 1,390,453,487 - - - 3,762,764,617
Equity Shares / (2,122,476,880) (1,082,942,737) - - - (3,205,419,617)
pref shares
2. Investment in - - 6,360,967 - - 6,360,967
Capital of - - (20,342,984) - - (20,342,984)
Partnership Firm
3. Loans and 1,935,480,954 598,287,013 - - - 2,533,767,967
Advances (Net) (1,887,268,246) (280,000,000) - - - (2,167,268,246)
4. Sundry Debtors 16,081,681 530,727,946 6,065,679 - - 552,875,307
- (500,679) (64,261,271) - (429,117) (65,191,068)
5. Sundry Creditors 7,638 131,957 21,924,300 - - 22,063,895
(7,638) - (22,056,257) - - (22,063,895)
6. Deposits received - - - - 300,000 300,000
- - (25,445,515) - (300,000) (25,745,515)
7. Deposits Given 15,000,000 5,000,000 479,275,000 - - 499,275,000
(15,000,000) - (450,000,000) - - (465,000,000)
8. Application money 1,395,329,672 151,242,975 1,194,918,100 - - 27,414,90,747
pending allotment (1,321,929,672) (229,642,875) (1,090,150,000) - - (2,641,722,547)
9. Corporate - - - - - -
Guarantee given (500,000,000) - - - - (500,000,000)

d) Disclosure in Respect of Material Related Party Transactions during the year:

i) Rent & other recoveries include received from Market City Resources Private Ltd. ` 50,646,792 (` 55,593,163),
Phoenix Retails Private Ltd. ` 25,485,828 (P. Y. ` 6,827,502), and Galaxy Entertainment Corporation Ltd. ` 4,051,091
(P. Y. ` 32,411,674).
ii) Interest received include received from Upal Developers (P) Ltd. ` 40,874,646 (P. Y. ` 3,001,351), Entertainment
World Developers Ltd. ` 587,100 (P. Y. ` 1,048,877), Classic Mall Development Company Private Ltd. ` Nil
(P. Y. ` 1,117,808) and Island Star Mall Developers Private Ltd. ` 5,650,254 (P. Y. ` Nil).
iii) Administrative & other expenses include paid to Market City Resources Private Ltd. ` 36,972,000 (` 42,044,635) and
B. R.International ` 13,234,561 (P. Y. ` 56,277).
iv) Cloth and Garments sold to R. R Hosiery (P) Ltd. ` Nil (P.Y. ` 148,677).
v) Capital Investment in Partnership firm includes investments in Phoenix Construction Company ` Nil (P. Y. ` 250,000).
vi) Loan returned by parties include repayment from Pallazzio Hotels & Leisure Ltd. ` 215,000,000 (` 402,338,307),
Entertainment World Developers Ltd. ` 250,587,100 (P. Y. ` 200,000,000), Offbeat Developers Private Ltd.
` 482,450,128 (P.Y. ` Nil) and Classic Mall Development Company Private Ltd. ` Nil (P. Y. ` 180,529,741).
vii) Loan given includes loan given to Vamona Developers Private Ltd. ` 225,000,000 (P.Y. ` Nil), Offbeat Developers
Private Ltd. ` 205,000,000 (P. Y. ` Nil ), Island Star Mall Developers Private Ltd. ` 100,000,000 (P. Y. ` Nil),
Entertainment World Developers Ltd. ` Nil (P.Y. ` 450,000,000) and Upal Developers Privated Ltd. ` 48,412,500
(P. Y. ` 150,000,000).
viii) Advances given towards capital Goods to Vamona Developers (P) Ltd ` Nil (P. Y. ` 88,061,513) and Offbeat Developers
Private Ltd. ` 568,287,013 (P.Y. ` Nil).
ix) Deposit given to Island Star Mall Developers Private Ltd. ` 5,000,000 (P. Y. ` Nil), R. R.Hosiery ` 20,000,000
(P. Y. ` Nil) and R. R. Hosiery Private Ltd. ` 9,275,000 (P. Y. ` Nil)
x) Investment in Shares/Application Money pending allotment includes Island Star Mall Developers Private Ltd.
` 185,053,088 (P. Y. ` Nil), Phoenix Hospitality Co (P) Ltd. ` 104,768,100 (P. Y. ` 110,097,000), Classic Housing Projects
Private Ltd. ` 160,033,340 (P. Y. ` Nil), Palladium Construction Private Ltd. ` Nil (P. Y. ` 352,812,905), Big Apple Real
Estate Private Ltd. ` 73,400,000 (P. Y. ` 132,500,000) and Starboard Hotels Private Ltd. Nil (P. Y. ` 107,700,000).
xi) Application Money Refund received includes refund received from Entertainment World Developers Ltd. ` Nil (P. Y. `
97,500,000) and Classic Mall Development Company (P) Ltd. ` Nil (P. Y. ` 361,270,853).
xii) Allocation of common capital work-in-progress cost includes Pallazzio Hotels & Leisure Ltd. ` 13,716,670
(P. Y. ` 12,683,372).
xiii) Sale of land development rights to Offbeat Developers Private Ltd. ` 792,714,650 (P.Y. ` Nil).
xiv) Purchase of Fixed Assets includes purchase from Island Star Mall Developers (P) Ltd. ` Nil (P. Y. ` 1,424,208).
xv) Remuneration paid to Ashok Ruia ` 6,129,006 (P. Y. ` 2,452,066), Atul Ruia ` 8,537,400 (P. Y. ` 2,718,832) and
Kiran Gandhi ` 4,800,000 (P.Y. ` 4,800,000)
xvi) Profit / (Loss) from investment in Phoenix Construction Company ` (329,071) (P. Y. ` 133,811)
xvii) Deposit received from Gayatri A.Ruia ` Nil (P. Y. ` 300,000)
xviii) Sundry Balances written off Galaxy Entertainment Corporation Ltd. ` 4,210,422 (P.Y. ` Nil).

111
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet and CONCEIVE
Profit & Loss Account (Contd.) REALIZE

13. Expenditure in foreign currency

2010-11 2009-10
` `
Foreign Travelling 1,206,879 2,253,559
Consultancy Fees 2,226,432, -
Payment towards Capital Goods (C.I.F. value) 6,150,307 4,900,401

14. Earnings in foreign exchange :

Dividend 455,513 75,617

15. Amount remitted in foreign currency on account of dividend:

The Company has not remitted any amount in foreign currencies on account of dividends during the year
and does not have information as to the extent to which remittances, if any, in foreign currencies on account
of dividends have been made by/on behalf of non-resident shareholders. The particulars of dividends
declared and paid to non-resident shareholders, are as under:

Dividends for the year 2009-2010 2008-2009
` `
Number of non- resident share holders 182 149
Number of Equity Shares held by them 31,368,727 31,651,810
Face Value of Equity Share ` 2/- ` 2/-
Gross Amount of Dividend 37,642,472 31,651,810

16. DEFERRED TAX

In accordance with the ‘Accounting Standard -AS 22 Accounting for Taxes on Income” as notified by the
Companies (Accounting Standards) Rules 2006, the company has created deferred tax liability of (`)98,74,949
for the current year. The break-up of the net deferred tax asset as on 31st March, 2011 is as under:

Particulars Deferred tax Current Year Deferred tax

Asset / (Liability) (Charge)/ Credit Asset / (Liability)
as at 01-04-10 as at 31-03-11
` ` `
Deferred Tax Asset
Disallowance u/s 43B and others 4,225,754 (2,184,307) 2,041,447
Provision for Doubtful debts and advances 14,823,155 (9,279,773) 5,543,382
Difference between Book and Tax depreciation 3,468,915 1,589,131 5,058,046
Deferred Tax Assets (Net) 22,517,824 (9,874,949) 12,642,875

17. EARNING PER SHARE (EPS)

Basic as well as Diluted EPS 2010-11 2009-10

(`) (`)
Net Profit after Tax 916,515,135 598,918,859
Weighted Average No. of Equity Shares 144,845,445 144,845,445
Nominal Value of Equity Shares 2 2
Basic Earning Per Share 6.33 4.13

112
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the Balance Sheet and

Profit & Loss Account (Contd.)
18. PROJECT DEVELOPMENT EXPENDITURE
(In respect of Projects upto 31st March 2011, included under Capital Work-in-Progress) Preoperative Income
/ Expenses transferred to capital work-in-progress

Particulars 2010-11 2009-10
(`) (`)
Opening Balance 20,600,899 487,670,689
Expenditure
Interest - 102,967,942
Salary and Allowances 852,677 17,686,802
21,453,576 608,325,433
Less : Project Development Expenses Capitalised during the year 21,453,576 587,724,534
Closing Balance - 20,600,899

19. Loans and Advances in the nature of Loans given to Subsidiaries and Associates:

Particulars 2010-11 Maximum
Balance during
the year
(`) (`)
(a) Pallazzio Hotels & Lesiure Limited 836,497,872 1,001,708,180
(b) Bellona Finvest Limited 509,973,383 516,507,145
(c) Enhance Holdings Pvt Limited 129,322,100 129,323,100
(d) Butala Farm Lands Pvt Limited 200,000 200,000
(e) Vamona Developers Pvt Limited 227,596,439 227,596,439
(f) Upal Developers Pvt Ltd 143,829,647 215,952,095
(g) Offbeat Developers Pvt Ltd. 452,450,128 452,450,128
Notes :
i) Loans and Advances shown above are in the nature of loans which are repayable on demand and do not
have any repayment schedule.
ii) Loans to the subsidiaries (a) to (d) are interest free.
iii) Butala Farm Lands Private Limited is having investment in equity shares of a subsidiary company-
Vamona Developers Private Limited.

113
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming Part of the Balance Sheet and CONCEIVE
Profit & Loss Account (Contd.) REALIZE

20. Quantitative particulars of finished goods in respect of trading activity:

Class of goods Unit Purchases Turnover
Quantity Value ` Quantity Value `
Cloth & Garments Pcs. 67,735 99,334
(66,538) (69,849)
Doz. 479 6,300,774 549 11,046,215
(442) (5,660,927) (514) (7,830,484)
Mt 261 346
(249) (265)
Class of goods Unit Opening Stock Closing Stock
Quantity Value ` Quantity Value `
Cloth & Garments Pcs. 31,681 -
(35,084) (31,681)
Doz. 72 3,053,138 - -
(144) (3,298,400) (72) (3,053,138)
Mt 85 -
(101) (85)

21. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February
2011 and 21st February 2011 respectively has granted a general exemption from compliance with section
212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company
has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary
information relating to the subsidiaries has been included in the Consolidated Financial Statements.

22. The previous year’s figures have been regrouped and / or recast wherever necessary so as to conform to the
current year’s classification.

For A.M.Ghelani & Company For Chaturvedi & Shah For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
FRN : 103173W FRN : 101720W

Chintan A. Ghelani Amit Chaturvedi Ashokkumar R. Ruia Shishir Shrivastava

Partner Partner (Chairman & Managing Director ) (Group CEO & Jt. Managing Director)
M. No. 104391 M. No. 103141
Atul Ruia Pradumna Kanodia
(Jt. Managing Director ) (Director Finance)

Pune Minal Bhate - Dandekar
Dated : 30th July, 2011 (Company Secretary)

114
The Phoenix Mills Limited
 Sr. No. “Name of the Subsidiary ----> Blackwood Bellona Big Apple Butala Gangetic Enhance Holdings Market City Marketcity Palladium Pallazzio Pinnacle Plutocrate Upal Vamona
Developers Finvest Real Estate Farm Developers Private Limited Manag Resources Contructins Hotels and Real Estate Capital and Asset Developers Developers
Particulars” Private Limited Private Lands Private (formerly Kalani ement Private Private Leisure Development Management Private Private
Limited * Limited Private Limited * Holdings Private Private Limited Limited Limited Private Private Limited Limited * Limited
Limited Limited ) Limited Limited

(A) Financial year of the Subsidiary 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st 31st
1

Companies March, March, March, March, March, March, March, March, March, March, March, March, March, March,
2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011
(B) Shares of the subsidiary held by the
Company on the above dates
Number of Shares 17,231,655 4,000,020 15,741,181 1,250 5,267,030 10,000 60,000 10,000 12,760,000 1,200,000 6,667 10,000 12,250,000 14,638,175
Face value : (`) 10 10 10 100 10 10 10 10 10 100 10 10 10 10
Statement

Extend of Holding 73.46% 100.00% 73.47% 100.00% 43.06% 100.00% 54.69% 100.00% 62.98% 100.00% 66.67% 100.00% 45.92% 58.55%
(C) The net aggregate amount of Profit/
2

Loss of the Subsidiary Companies,

Annual Report 2011

so far as it concerns the members of
the Phoenix Mills Limited.
(a) Not dealtwith the accounts of
the Phoenix Mills Limited for the
year ended 31st March, 2011
amounted to :-
(i) for the subsidiaries’ financial NIL (`) 66.35 (`) (41.42) (`) (1.75) NIL (`) (0.30) Lakhs (`) 0.29 (`) 0.96 NIL (`) (131.52) (`) (0.50) Lakhs (`) (0.18) Lakhs (`) (192.43) (`) (66.95)
year ended as in (A) above Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs
3

(ii) for the previous financial year NIL (`) 217.56 (`) (84.35) NIL NIL (`) (0.59) Lakhs (`) 10.10 (`) 194.47 NIL (`) (8.36) (`) (0.55) Lakhs NIL NIL NIL
of the Subsidiaries since Lakhs Lakhs Lakhs Lakhs Lakhs
they became the Holding
Company’s Subsidiaries
(b) Dealtwith the accounts of the
Phoenix Mills Limited for the
year ended 31st March, 2010
amounted to:-
(i) for the subsidiaries’ financial NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
year ended as in (A) above
4

(ii) for the previous financial year NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
of the Subsidiaries since
they became the Holding
Company’s Subsidiaries

Statement pursuant to exemption received under section 212(8) of the Companies Act, 1956 relating to Subsidiary Companies (`) in Lakhs
Name of the Subsidiary Company Reporting Exchange Capital Reserves Total Total Investment Turnover Profit before Provision for Profit after Proposed Country
1956 relating to Subsidiary Companies

Currency Rate Assets Liabilities Other than Taxation Taxation Taxation Dividend
Investment
5

in Subsidiary
Blackwood Developers Private Limited * INR 1 1,723.17 1,706.00 11,849.78 8,420.61 - - - - - Nil India
Bellona Finvest Limited INR 1 400.00 284.62 6,185.46 5,500.84 5,525.10 127.36 64.17 0.94 63.23 Nil India
Big Apple Real Estate Private Limited INR 1 2,142.62 6,829.18 11,172.34 2,200.54 500.89 229.09 (19.88) 39.74 (59.62) Nil India
Butala Farm Lands Private Limited INR 1 1.25 497.72 501.53 2.56 - - (1.75) - (1.75) Nil India
Pursuant to Section 212 of the Companies Act,

Gangetic Developers Private Limited * INR 1 898.60 3,731.29 4,790.14 160.24 - - - - - Nil India
6

Enhance Holdings Private Limited (formerly Kalani Holdings Private INR 1 1.00 (1.90) 1,292.54 1,293.44 1,291.46 - (1.07) (0.25) (0.82) Nil India
Limited )
Market City Management Pvt. Ltd INR 1 10.00 18.83 29.13 0.30 - 0.95 0.41 0.08 0.33 Nil India
Marketcity Resources Private Limited INR 1 1.00 290.09 1,276.26 985.17 - 2,272.81 142.86 47.24 95.62 Nil India
Palladium Contructins Private Limited INR 1 2,026.00 17,611.33 31,269.51 11,632.18 7,637.15 - - - - Nil India
Pallazzio Hotels and Leisure Limited INR 1 1,200.00 20,035.53 66,026.25 44,790.72 - - - - - Nil India
Pinnacle Real Estate Development Private Limited INR 1 1.00 (1.58) 519.49 520.06 518.29 - (0.75) - (0.75) Nil India
7

Plutocrate Capital and Asset Management Private Limited’ INR 1 1.00 (0.18) 1.44 0.62 - - (0.18) - (0.18) Nil India
Upal Developers Private Limited * INR 1 1,960.00 468.09 14,197.14 11,769.05 - 945.78 (427.71) - (427.71) Nil India
Financials

Vamona Developers Private Limited INR 1 2,500.00 13,977.38 69,090.47 52,613.09 - 1,705.72 35.66 150.00 (114.34) Nil India

* Fellow Subsidiaries of Big Apple Real Estate Private Limited

For and on behalf of the Board of Directors
Ashokkumar R. Ruia Shishir Shrivastava
8

(Chairman & Managing Director ) (Group CEO & Jt. Managing Director)
Standalone Accounts
Consolidated Accounts

Atul Ruia Pradumna Kanodia

(Jt. Managing Director ) (Director Finance)
Pune
Dated : 30th July, 2011 Minal Bhate - Dandekar
9

(Company Secretary)

115
10

Notice
 Balance Sheet Abstract IMAGINE
and Company’s General Business Profile CONCEIVE
REALIZE

Additional information as required under Part IV of the Schedule VI of the Companies Act, 1956.
1. Registration Details :
Registration No. L 1 7 1 0 0 M H 1 9 0 5 P L C 0 0 0 2 0 0 State 1 1

Balance Sheet Date 3 1 M A R C H 2 0 1 1

2. Capital raised during the year (Amount ` in thousand)

Public Issue Rights Issue Bonus Issue
N I L N I L N I L
Private Placements Issued to Promoters
N I L N I L
3. Position of mobilisation and deployment of funds (Amount (`) in thousand)
Total Liabilities Total Assets
1 8 2 5 8 5 5 6 1 8 2 5 8 5 5 6
Sources of Funds
Paid up Capital Reserves & Surplus
2 8 9 6 9 1 1 5 7 1 5 4 4 8

Secured Loans Unsecured Loans

3 9 9 9 7 2 N I L
Application of Funds
Net Fixed Assets Investments
5 1 8 9 1 8 9 5 1 7 6 6 6 8

Net Current Assets / (Liabilities) Deferred tax Assets

6 0 2 6 6 1 1 1 2 6 4 3
4. Performance of Company (Amount (`) in thousand)
Turnover (Gross Revenue) Total Expenditure
2 0 8 8 4 5 4 8 7 4 5 6 4

Profit Before Tax Profit After Tax
1 2 1 3 8 9 0 9 1 6 5 1 5

Earnings per Shares ` Dividend Rate

6 . 3 3 9 0 %
5. Generic Names of three Principal Products / Service of the Company
Item Code NO.(ITC Code) Product Description
Property Development
Item Code NO.(ITC Code)
5 2 0 7 2 2
Product Description Cloth/Garments
Item Code NO.(ITC Code) -
Product Description -
For and on behalf of the Board of Directors
Ashokkumar R. Ruia Shishir Shrivastava
(Chairman & Managing Director ) (Group CEO & Jt. Managing Director)
Atul Ruia Pradumna Kanodia
(Jt. Managing Director ) (Director Finance)
Pune Minal Bhate - Dandekar
Dated : 30th July, 2011 (Company Secretary)

116
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Auditors’ Report Consolidated Accounts

To 5. We have relied on the unaudited financial

THE BOARD OF DIRECTORS statements of five associates, wherein the Group’s
THE PHOENIX MILLS LIMITED share of loss is ` 20,167/-. These unaudited
financial statements, as approved by the respective
1. We have audited the attached Consolidated Balance Board of Directors of these companies, have been
Sheet of THE PHOENIX MILLS LIMITED (the “Company”) furnished to us by the Management and our report
and its subsidiaries (collectively referred to as “the in so far as it relates to the amounts included in
Group”) as at 31st March, 2011, the Consolidated the respect of the subsidiaries and associates is
Profit and Loss Account and the Consolidated Cash based solely on such approved unaudited financial
Flow Statement for the year ended on that date statements.
annexed thereto. These financial statements are the
responsibility of the Company’s management and 6. The Financial Statements of three subsidiary
have been prepared by the Management on basis companies, which have been audited by other
of separate financial statements and other financial Auditors, have been qualified on the matters stated
information regarding components. Our responsibility in Note No. B-7 of Schedule “S”.
is to express an opinion on these financial statements
based on our audit. 7. We report that the consolidated financial
statements have been prepared by the Company’s
2. We conducted our audit in accordance with the management in accordance with the requirements
auditing standards generally accepted in India. of Accounting Standard (AS) 21, Consolidated
Those Standards require that we plan and perform Financial Statements and (AS) 23, Accounting
the audit to obtain reasonable assurance about for Investments in Associates in Consolidated
whether the financial statements are free of material Financial Statements, as notified by the Companies
misstatement. An audit includes examining, on a (Accounting Standards) Rules, 2006.
test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also 8. Based on our audit as aforesaid, and on
includes assessing the accounting principles used consideration of the reports of the other auditors
and significant estimates made by management, on separate financial statements and on the other
as well as evaluating the overall financial statement financial information of the components and to
presentation. We believe that our audit provides a the best of our information and according to the
reasonable basis for our opinion. explanations given to us, we are of the opinion that
the attached consolidated financial statements give
3. Financial Statements of nine subsidiaries, which a true and fair view in conformity with the accounting
reflect total assets of ` 11,017,345,780/- as at 31st principles generally accepted in India: -
March, 2011, total revenue of ` 410,686,865/- and
net cash outflow amounting to ` 180,217,138/- for i) In the case of the Consolidated Balance Sheet,
the year then ended, have been audited by one of us of the consolidated state of affairs of the Group
and financial statements of six associates in which as at 31st March, 2011;
the share of loss of the Group is ` 268,931/- have ii) In the case of the Consolidated Profit and Loss
been audited by one of us. account, of the Consolidated Profit of the Group
for the year ended on that date; and
4. We did not audit the financial statements of five
subsidiaries, whose financial statements reflect total iii) In the case of the Consolidated Cash Flow
assets of ` 10,805,829,236/- as at 31st March, Statement, of the Consolidated Cash Flows of
2011, total revenues of ` 117,486,902/- and net the Group for the year ended on that date.
cash flows amounting to ` 655,435,459/- for the
For A.M. Ghelani & Company For Chaturvedi & Shah
year then ended and financial statements of one
Chartered Accountants Chartered Accountants
associate in which the share of loss of the Group is ` FRN : 103173W FRN : 101720W
17,668,591/-. These financial statements and other
financial information have been audited by other Chintan A. Ghelani Amit Chaturvedi
auditors whose reports have been furnished to us, Partner Partner
and our opinion is based solely on the report of the Membership No.: 104391 Membership No.: 103141
other auditor
Date: 30th July, 2011
Place: Pune

117
Annual Report 2011
 Consolidated Balance Sheet IMAGINE
As at 31st March 2011 CONCEIVE
REALIZE

As at 31st As at 31st
Schedule March 2011 March 2011
(`) (`) (`)
SOURCES OF FUNDS
SHAREHOLDERS’ FUNDS
Share Capital A 289,690,890 289,690,890
Reserves & Surplus B 16,410,349,308 15,758,752,027
16,700,040,198 16,048,442,917
MINORITY INTEREST 1,965,215,088 2,190,400,431
LOAN FUNDS
Secured Loans C 9,103,147,942 6,397,885,081
Unsecured Loans D 522,868,536 209,960,435
9,626,016,478 6,607,845,516
Total 28,291,271,764 24,846,688,864
APPLICATION OF FUNDS
FIXED ASSETS E
Gross Block 8,879,789,273 7,954,572,117
Less: Depreciation 947,613,061 633,374,198
Net Block 7,932,176,212 7,321,197,919
Capital Work-in-Progress 11,245,440,433 9,136,983,300
19,177,616,645 16,458,181,219
INVESTMENTS F 4,786,590,646 5,600,757,909
DEFERRED TAX ASSETS 8,886,801 24,062,270
CURRENT ASSETS, LOANS
AND ADVANCES
Inventories G 1,181,596,491 3,053,138
Sundry Debtors H 961,382,270 431,154,633
Cash & Bank Balances I 1,020,949,182 670,602,854
Loans & Advances J 4,238,333,387 3,627,688,276
7,402,261,330 4,732,498,901
Less : CURRENT LIABILITIES
& PROVISIONS
Current Liabilities K 2,724,783,239 1,724,370,765
Provisions L 359,300,419 244,440,670
3,084,083,658 1,968,811,435
NET CURRENT ASSETS 4,318,177,672 2,763,687,466
Total 28,291,271,764 24,846,688,864
Significant Accounting Policies and Notes
S
on Accounts
Schedules referred to herein form an integral part of the Balance Sheet
As per our report of even date

For A.M.Ghelani & Company For Chaturvedi & Shah For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
FRN : 103173W FRN : 101720W

Chintan A. Ghelani Amit Chaturvedi Ashokkumar R. Ruia Shishir Shrivastava

Partner Partner (Chairman & Managing Director ) (Group CEO & Jt. Managing Director)
M. No. 104391 M. No. 103141
Atul Ruia Pradumna Kanodia
(Jt. Managing Director ) (Director Finance)

Pune Minal Bhate - Dandekar
Dated : 30th July, 2011 (Company Secretary)

118
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Consolidated Profit and Loss Account Consolidated Accounts

For the year ended 31st March 2011

2010-11 2009-10
Schedule
(`) (`) (`)
INCOME
Sales and Services M 2,101,666,154 1,230,248,500
Other Income N 286,893,280 242,826,340
Total 2,388,559,434 1,473,074,840
EXPENDITURE
Cost of Materials/Construction &
O 50,670,818 11,542,159
Variation In Inventory
Employee Costs P 140,859,700 66,925,932
Operating and other Expenses Q 504,550,668 376,790,734
Interest and Finance Charges R 227,623,478 86,040,939
Depreciation 315,069,714 173,270,549
Less: Transfer from Revaluation Reserve (962,748) 314,106,966 (952,660)
(Refer to Note No.4 of Schedule "S")
Total 1,237,811,630 713,617,653
PROFIT BEFORE TAX 1,150,747,804 759,457,187
Less : Provision for Taxation
Current Income Tax 305,662,298 160,127,162
Deferred Tax 15,175,469 320,837,767 (13,047,497)
PROFIT AFTER TAX 829,910,037 612,377,522
Add : Share of Profit/(Loss) in Associates (16,904,804) 5,930,528
Less : Share of Minority (Loss)/Profit (28,907,750) (1,443,207)
PROFIT AFTER TAX AND MINORITY INTEREST 841,912,983 619,751,257
Balance brought forward from previous year 551,523,585 335,126,643
PROFIT AVAILABLE FOR APPROPRIATION 1,393,436,568 954,877,900
APPROPRIATIONS
Transferred to General Reserve 200,000,000 200,000,000
Proposed Dividend 260,721,801 173,814,534
Tax on Proposed Dividend 42,295,594 29,539,781
BALANCE CARRIED TO BALANCE SHEET 890,419,173 551,523,585
Basic and Diluted EPS (Face Value `2) 5.81 4.28
Significant Accounting Policies and
S
Notes on Accounts
Schedules referred to herein form an integral part of the Profit and Loss Account
As per our report of even date

For A.M.Ghelani & Company For Chaturvedi & Shah For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
FRN : 103173W FRN : 101720W

Chintan A. Ghelani Amit Chaturvedi Ashokkumar R. Ruia Shishir Shrivastava

Partner Partner (Chairman & Managing Director ) (Group CEO & Jt. Managing Director)
M. No. 104391 M. No. 103141
Atul Ruia Pradumna Kanodia
(Jt. Managing Director ) (Director Finance)

Pune Minal Bhate - Dandekar
Dated : 30th July, 2011 (Company Secretary)

119
Annual Report 2011
 Consolidated Cash Flow Statement IMAGINE
For the year ended on 31st March 2011 CONCEIVE
REALIZE

31st March 31st March

2011 2010
(`) (`) (`)
A CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit before tax as per the Profit and Loss Account 1,150,747,804 759,457,187
Adjustments for :
Depreciation 314,106,966 172,317,889
(Profit)/Loss on Assets sold/discarded 477,929 486,919
Interest Expenses 227,623,478 86,040,939
Miscellaneous Expenditure written off - 342,024
Balances in Debtors/Advances written off 68,352,232 -
Provision for Doubtful Debts and Advances/ (27,539,062) 37,291,650
(written back)
Interest Income (107,056,854) (119,070,716)
Dividend Income (62,974,160) (77,516,294)
Profit on sale of Investments (1,795,847) (24,289,890)
411,194,681 75,602,521
Operating Cash flow before working capital changes 1,561,942,485 835,059,708
Adjustment for Working Capital changes :
Inventories (697,900,047) 245,262
Trade and other receivables (660,903,570) 149,488,214
Trade and other Payables 1,033,578,216 393,906,056
(325,225,401) 543,639,532
Cash generated from Operations 1,236,717,084 1,378,699,240
Direct Taxes (Paid)/ Refund (300,190,490) (200,174,032)
Net Cash from Operating Activities A 936,526,594 1,178,525,208

B CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of Fixed Assets & Expenses incurred on CWIP (2,907,203,194) (2,695,545,921)
Sale of Fixed Assets 280,000 1,586,666
Inter Corporate Deposits & Loans (placed)/
refunded (Net) (320,492,996) (120,274,613)
Purchase of Investments (1,967,482,763) (1,337,894,248)
Sale of Investments 2,690,349,296 479,984,636
Share Application Money (127,782,640) 321,361,794
Interest Received 96,429,598 121,236,948
Dividend Received 114,247,642 77,516,294
Net Cash used in Investing Activities B (2,421,655,056) (3,152,028,444)

120
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Cash Flow Statement Consolidated Accounts

For the year ended on 31st March 2011 (Contd.)

31st March 31st March

2011 2010
(`) (`) (`)
C CASH FLOWS FROM FINANCING ACTIVITIES
Long term loans availed 4,914,086,568 1,436,281,297
Short term loans availed / (repaid )(Net) 425,321,774 (175,050,000)
Repayment of long term borrowings (2,445,033,547) (148,043,290)
Interest paid (934,174,870) (598,685,319)
Proceeds from issue of Share Capital to Minorities
- 33,423,784
(net of issue expenses)
Proceeds from issue of Debentures 78,704,821 353,813,530
Dividend paid (including tax on dividend) (203,536,630) (167,474,182)
Net Cash generated from Financing Activities C 1,835,368,115 734,265,820
D Net Increase/(Decrease) in Cash and Cash Equivalents 350,239,654 (1,239,237,416)
Cash and Cash equivalents at the beginning of the year 670,602,854 1,909,840,270
Add: on Amalgamation/Acquisition of New Subsidiaries 106,675 -
Cash and Cash equivalents at the end of the year 1,020,949,182 670,602,854

Note : The Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting Standard 3
“Cash Flow Statements” as notified by the Companies (Accounting Standards) Rules 2006.

As per our report of even date

For A.M.Ghelani & Company For Chaturvedi & Shah For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
FRN : 103173W FRN : 101720W

Chintan A. Ghelani Amit Chaturvedi Ashokkumar R. Ruia Shishir Shrivastava

Partner Partner (Chairman & Managing Director ) (Group CEO & Jt. Managing Director)
M. No. 104391 M. No. 103141
Atul Ruia Pradumna Kanodia
(Jt. Managing Director ) (Director Finance)

Pune Minal Bhate - Dandekar
Dated : 30th July, 2011 (Company Secretary)

121
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming CONCEIVE
Part of the Consolidated Accounts REALIZE

As at 31st As at 31st
March 2011 March 2010
(`)
(`) (`)
SCHEDULE “A”
SHARE CAPITAL
AUTHORISED :
"150,000,000 (P. Y. 150,000,000) Equity Shares of
300,000,000 300,000,000
` 2 each"
ISSUED, SUBSCRIBED AND PAID UP:
“144,845,445 (P Y. 144,845,445) Equity Shares of ` 2
289,690,890 289,690,890
each fully paid up“
TOTAL 289,690,890 289,690,890
Of the above:
54,600,000 (P. Y. 54,600,000) Equity shares of `2 each
have been allotted as fully paid up Bonus Shares by
capitalisation of Reserves.
40,000,000 (P. Y. 40,000,000) Equity Shares of `2 each
were allotted to the share holders of Ashok Ruia Enterprise
Pvt. Ltd. as per the scheme of amalgamation without
payments being received in cash.
9,166,665 (P. Y. 9,166,665) Equity Shares of `2 each
were allotted to the share holders of Ruia Real Estate
Development Company Pvt. Ltd. as per the scheme of
amalgamation without payments being received in cash.
3,390,000 (P. Y. 3,390,000) Equity Shares have been
reserved for allotment under The Phoenix Mills Employees’
Stock Option Plan 2007.
650,000 (P. Y. 650,000) Options have been granted under
‘The Phoenix Mills Employees’ Stock Option Plan 2007 of
which 250,000 (P.Y. 250,000) Options have lapsed and are
available for regrant.

SCHEDULE “B”
RESERVES & SURPLUS
Capital Reserve
As per last Balance Sheet 18,413,824 18,413,824
General Reserve
As per last Balance Sheet 1,291,764,734 1,091,764,734
Add: Transfer from Profit & Loss Account 200,000,000 200,000,000
1,491,764,734 1,291,764,734
Securities Premium Account
As per last Balance Sheet 10,659,263,354 10,659,263,354
Debenture Premium Account
As per last Balance Sheet 1,943,150,936 1,632,425,506
Received during the year 74,384,321 310,725,430
2,017,535,257 1,943,150,936
Revaluation Reserve
As per last Balance Sheet 107,825,751 108,778,411
Less: Additional Depreciation on Revaluation of Assets 962,748 952,660
transferred to Profit & Loss Account
(Refer to Note No.4 of Schedule "S") 106,863,003 107,825,751
Capital Reserve (on Consolidation) 1,226,089,963 1,186,809,843
Profit & Loss Account 890,419,173 551,523,585
(Balance as per account annexed)
TOTAL 16,410,349,308 15,758,752,027

122
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming

Part of the Consolidated Accounts (Contd.)
As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “C”
SECURED LOANS
Loan From Financial Institutions 899,671,785 1,250,000,000
Loan From Banks
Term Loans 7,801,273,900 4,867,701,096
Working Capital Loans 399,971,935 277,246,700
(Note : Loans from financial institutions and from banks
are secured by Equitable Mortgage of deposit of Title
deeds in respect of certain immovable properties and
by hypothecation of rentals receivable from licencees,
8,201,245,835 5,144,947,796
book debts, receivables, goods, movable properties,
including movable machinery, machinery spares, tools and
accessories both present and future of the
respective entities.)
VEHICLE LOANS 2,230,322 2,937,285
(Secured by hypothecation of the respective vehicles)
TOTAL 9,103,147,942 6,397,885,081

SCHEDULE “D”
UNSECURED LOANS
From Banks 300,000,101 -
Inter Corporate Loans 41,624,735 33,037,235
Debentures
635,294 (P.Y. 635,294) Zero Coupon Compulsory
63,529,400 63,529,400
Convertible Debentures Series "A" of ` 100 each
769,440 (P.Y. 726,235) Zero Coupon Compulsory
76,944,000 72,623,500
Convertible Debentures Series "B" of ` 100 each
407,703 (P.Y. Nil) Zero Coupon Compulsory Convertible
40,770,300 40,770,300
Debentures Series "D" of ` 100 each
TOTAL 522,868,536 209,960,435
SCHEDULE “E“
FIXED ASSETS (Amount in `)
GROSS BLOCK [AT COST] DEPRECIATION NET BLOCK
Description As at Additions Deductions/ As at Upto For the Deductions As at As at As at
1.04.2010 during the year during the year 31.03.2011 1.04.2010 year during the year 31.03.2011 31.03.2011 31.03.2010

Freehold Land 2,755,988,272 * - 480,548,342 2,275,439,930 - - - - 2,275,439,930 2,755,988,272

Right on Leasehold Land 69,761,432 * - - 69,761,432 4,701,889 42,359 - 4,744,248 65,017,184 65,059,543
Buildings 4,408,649,986* 928,211,727 - 5,336,861,713 468,138,174 212,673,813 - 680,811,987 4,656,049,726 3,940,511,811
Plant & Machinery 248,072,985 * 409,245,523 - 657,318,508 45,781,347 38,579,578 - 84,360,925 572,957,583 202,291,638
Vehicles 39,670,627 2,609,823 2,749,026 39,531,424 20,559,061 4,605,377 1,794,445 23,369,993 16,161,431 19,111,566
Office Furniture & 432,428,815 68,447,451 - 500,876,266 94,193,727 60,132,181 - 154,325,908 346,550,358 338,235,087
Equipment
Total 7,954,572,117 1,408,514,524 483,297,368 8,879,789,273 633,374,198 316,033,308 1,794,445 947,613,061 7,932,176,212 7,321,197,917
Previous Year 4,881,114,654 3,079,496,691 6,039,229 7,954,572,117 462,488,789 174,812,972 3,927,544 633,374,198 7,321,197,919
Capital Work in Progress 11,245,440,433 9,136,983,300
Notes :
1. * Amount added on Revaluation ( as at 31.03.1985) `18,48,43,610 (Net of Depreciation). Refer to Note No. B-4 of Schedule “S”.
2. Depreciation on Right on Lease Hold Land represents write off on the basis of the period of the lease.
3. Lease Hold Land
a) Includes land leased for period of 999 years as from 1951 renewal at the option for further like period.
b) Includes `2,66,38,617 (as revalued) leased in perpetuity against which there is no writeoff required.
4. Capital Work in Progress includes pre-operative expenses of ` 149,28,81,897/- (P. Y. ` 1,22,91,16,906/-). Refer to Note No. 12 of Schedule “S”.
5. Depreciation of ` 16,59,730 (P.Y. 1,542,423) capitalised during the year.
6. Depreciation of ` 6,96,136 (P.Y. Nil) transferred to Profit & Loss Account from pre-operative expenses.
7. Deduction in Freehold Land represents cost of land transferred to Work-In-Progress, on account of certain properties under construction
development, for sale.

123
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming CONCEIVE
Part of the Consolidated Accounts (Contd.) REALIZE

As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “F”
INVESTMENTS
A. LONG TERM - TRADE
1. INVESTMENT IN GOVERNMENT
SECURITIES : (Unquoted)
3% Conversion Loan deposited with the Collector
13,734 13,734
of Central Excise (Face Value ` 21,500)
12 years National Savings Certificates
(Deposited with State Government and Excise 12,050 12,050
Authorities as security)
6 years- National Savings Certificates VIII Issue
5,000 5,000
(Deposited for Ration Shop License)
7 years - National Savings Certificates
(Deposited with State Government and other 5,160 5,160
authorities as security)
35,944 35,944
2. INVESTMENT IN COMPANIES : (Unquoted) (unless
otherwise stated)
i) ASSOCIATES
(Equity Shares of face value of ` 10/- each fully
paid-up unless otherwise stated)
5,000 (P.Y. 5,000) - Bartraya Mall Development
6,652 50,000
Co. Pvt. Ltd.
2,246,588 (P.Y. 2,246,588 ) - Classic Mall
447,062,313 441,804,329
Development Pvt. Ltd.
Nil (P.Y. 10,010) - Starboard Hotels Pvt. Ltd. - 128,892
3,334 (P.Y. Nil) - Classic Housing Projects Pvt. Ltd. 33,340 -
25,356,940 (P. Y. 6,339,235) - Entertainment
586,054,097 585,214,888
World Developers Ltd.
25,000 (P.Y. 25,000) - Escort Developers Pvt. Ltd. 15,946,547 15,949,432
10,558 (P.Y. 9,780) - Island Star Mall Developers
29,191,710 133,606
Pvt. Ltd.
4,500 (P.Y. 4,500) - Juniper Developers Pvt. Ltd. 20,623 33,097
7,265,080 (P.Y. 7,265,080) - Offbeat Developers
466,856,213 393,334,468
Pvt. Ltd.
166,670 (P. Y. 166,670) - Picasso Developers
20,000,400 20,000,400
Pvt. Ltd.
333,333 (P.Y. 333,333) - Ramayana Realtors
44,186,012 44,186,012
Pvt. Ltd.
2,500,000 (P. Y. 2,500,000) - Galaxy
24,983,285 25,000,000
Entertainment (India) Pvt. Limited.
3,686,484 (P. Y. 3,686,484) - Galaxy Entertainment
56,640,811 74,309,402
Corporation Limited. (Quoted Shares)
1,690,982,003 1,600,144,526
11,187,531 (P.Y. 7,842,720) Compulsory
Convertible Preference Shares of Island Star Mall 334,699,723 107,146,457
Developers Pvt. Ltd.

124
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming

Part of the Consolidated Accounts (Contd.)
As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
1,000,000 (P. Y. 1,000,000) - 7% Optionally
Convertible Preference Shares of ` 10 each fully 10,000,000
paid up of Galaxy Entertainment India Pvt. Ltd. 10,000,000
800,000 (P.Y. Nil) Optionally Convertible
Debentures of ` 100 each fully paid-up of Classic 80,000,000
Housing Projects Pvt. Ltd. -
250,000 (P. Y. 250,000) - 7% Optionally Convertible
Preference Shares of ` 10 each ` 0.50 paid up of 125,000
Galaxy Entertainment India Pvt. Ltd. 125,000
424,824,723 117,271,457
ii) OTHERS
(Compulsorily Fully Convertible Debentures of `
10 each fully paid-up)
100,000,000 (P.Y. 100,000,000) - Treasure
1,000,000,000 1,000,000,000
World Developers (India) Pvt. Ltd.
10 (P.Y. 10) - Treasure World Developers (India)
8,500 8,500
Pvt. Ltd.
1,000,008,500 1,000,008,500
3,115,815,226 2,717,424,483
3. INVESTMENT IN THE CAPITAL OF
PARTNERSHIP FIRM
Phoenix Construction Company 20,013,913 20,342,984
4. OTHER INVESTMENTS
10 (P. Y. 10) ordinary shares of ` 50 each -fully 500 500
paid of Sukhsagar Premises Co-op. Society Ltd.
5 (P. Y. 5) ordinary shares of ` 50 each -fully 250 250
paid of Vivina Co-op. Housing Society Ltd.
80 (P. Y. 80) ordinary shares of ` 25 each -fully
paid of Rashtriya Mazdoor Madhyavarti Sahakari 2,000 2,000
Grahak Sangh (Maryadit)
2,750 2,750
B. LONG TERM - OTHERS
INVESTMENT IN OTHER COMPANIES :
i) QUOTED: (Equity Shares of face value of ` 10/-
each fully paid-up unless otherwise stated)
7,265 (P. Y. 7,265) - I.C.I.C.I. Bank Limited ** 260,250 260,250
20 (P. Y. 20) - Clariant Chemicals (India) Ltd. 200 200
1,949,091 (P. Y. 1,949,091) - Graphite India
417,427,734 417,427,734
Limited face value of ` 2 each
584,727 (P. Y. 584,727) - GKW Limited 56,330,654 56,330,654
2,386 (P. Y. 2,386) - Zeneca Group Plc (U.K.)
Ordinary shares of 25 Pence each fully 159,596 159,596
paid up
474,178,434 474,178,434
ii) UNQUOTED:
2,974 (P. Y. 2,974) - Imperial Chemical
Industries Plc. Ordinary shares of 1 Pound 155,002 155,002
each fully paid up
155,002 155,002

125
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming CONCEIVE
Part of the Consolidated Accounts (Contd.) REALIZE

As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
C. CURRENT INVESTMENTS - OTHERS
INVESTMENTS IN MUTUAL FUNDS
(Units of face value of ` 10 each )
272,306 (P.Y. Nil) - Birla Sunlife Cash Manager Fund 2,723,875 -
201,861 (P.Y. Nil) - Birla Sunlife Cash Plus Fund 2,022,547 -
9,285,200 (P.Y. Nil) - Birla Sunlife FMP Series - 7 92,852,000 -
101,336 (P.Y. Nil) - Birla Sunlife Ultra Short Term Fund 1,013,917 -
4,900,000 (P.Y. Nil) - BNP Paribas Fixed Term Fund Ser 19E 49,000,000 -
2,229,967 (P.Y. Nil) - BSL Floating Rate Fund - Long
22,310,251 -
Term -IWD
4,000,000 (P.Y. Nil) - BSL Short Term FMP Series 11-Div 40,000,000 -
16,568,362 (P.Y. Nil) - BSL Short Term FMP - Series 6 Div 165,683,620 -
18,004,680 (P.Y. Nil) - DSP Black Rock 3M - Series 23 180,046,800 -
6,037,049 (P.Y. Nil) - Fidelity FMP Series 5 - Plan
60,370,497 -
D - Dividend
14,769,152 (P.Y. Nil) - Kotak Quarterly Interval Plan -
147,691,528 -
Series 10
2,000,000 (P.Y. Nil) - SBI Debt Fund Series 90 Days -
20,000,000 -
39 Dividend
1,000,000 (P.Y. Nil) - SBI Debt Fund Series 90 Days -
10,000,000 -
40 Dividend
2,007,738 (P.Y. Nil) - SBI SHF Ultra Short Term Fund
20,089,427 -
Instituitional Plan
7,848,190 (P.Y. Nil) - Birla Sunlife Short Term FMP Series - 5 78,481,907 -
3,000,000 (P.Y. Nil) - Birla Sunlife Short Term FMP
30,000,000 -
Series - 8
2,276,978 (P.Y. Nil) - ICICI Prudential MF Qtrly Interval
22,769,775 -
Plan III
5,000,000 (P.Y. Nil) - Tata Fixed Maturity Plan - Short Term 50,000,000 -
18,019,978 (P.Y. Nil) - Kotak Credit Opp.Fund - Growth 181,333,233 -
Nil (P.Y. 2,365,622) - Fortis Money Plus Inst.Fund - 23,663,549
Nil (P. Y. 58,695,286) - Reliance Medium Term Fund - 1,003,425,263
Nil (P. Y. 6,117,780) - Birla Sunlife - Short Term - 61,203,254
Nil (P. Y. 50,431,667) - Kotak Floater Long Term Fund - 508,341,129
Nil ( P. Y. 9,220,250) - Birla Sunlife Floating Rate
- 92,415,626
Fund - Long Term Plan
Nil (P. Y. 2,018,816) - Religare Ultra Short Term Fund - 20,219,859
Nil (P. Y. 5,091,777) - Birla Sunlife Monthly Dividend Plan - 57,936,849
Nil (P. Y. 32,738,127) - Fortis Short Term Income Fund - 327,482,342
Nil (P. Y. 20,055,522) - ICICI Prudential Banking &
- 200,832,631
PSU Debt Fund
Nil (P. Y. 5,293,621) - IDFC Money Manager Fund - Plan B - 53,015,610
Nil (P.Y. 2,000,000) - UTI - Fixed Income Interval Fund - 20,000,000
Nil (P.Y. 2,008,216) - Kotak Quaterly Interval Plan - 20,082,200
1,176,389,377 2,388,618,312
TOTAL 4,786,590,646 5,600,757,909

126
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming

Part of the Consolidated Accounts (Contd.)
As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
Notes :
1. Aggregate value of Quoted Investments:
Book Value 530,819,245 548,328,240
Market Value 520,801,505 451,424,210
2. Aggregate value of Investment in Mutual Funds: 1,176,389,377 2,388,618,312
3. Aggregate book value of other Unquoted Investments: 3,079,382,024 2,663,811,357
** Out of 7,265 shares, 1,995 shares are held by a Bank in their name as security

SCHEDULE “G”
INVENTORIES
As taken, valued & certified b‑y the management
Stock in Trade - 3,053,138
Realty Work in Progress 1,178,356,812 -
Stores, Spares & Consumables 3,239,679 -
TOTAL 1,181,596,491 3,053,138

SCHEDULE “H”
SUNDRY DEBTORS
UNSECURED (considered good unless otherwise stated)
Debts outstanding for a period exceeding six months
Considered Good 135,529,392 206,080,236
Considered Doubtful 17,085,471 44,624,533
152,614,863 250,704,769
Less: Provision for Doubtful Debts 17,085,471 44,624,533
135,529,392 206,080,236
Other Debts 825,852,878 225,074,397
TOTAL 961,382,270 431,154,633

127
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming CONCEIVE
Part of the Consolidated Accounts (Contd.) REALIZE

As at 31st As at 31st
March 2011 March 2010
(`) (`)
SCHEDULE “I”
CASH AND BANK BALANCES
Cash on Hand 1,905,875 2,481,355
Balances with Scheduled Banks:
In Current Accounts 761,556,627 398,698,680
In Fixed Deposit Accounts 250,270,963 262,024,786
[Deposit receipts of ` 112,982,651
(Previous year : 14,261,045) pledged as security]
In Dividend Accounts 7,215,718 7,398,033
TOTAL 1,020,949,182 670,602,854

SCHEDULE “J”
LOANS AND ADVANCES
Unsecured (considered Good unless otherwise stated)
Advances recoverable in cash or in kind or for value to be received 1,304,800,882 558,443,372
Inter Corporate Deposits 495,811,678 799,125,430
Share Application Money pending allotment 1,884,485,416 1,775,544,221
Other Deposits 523,020,297 473,711,507
Income Tax (net of provisions) 30,215,114 20,863,746
TOTAL 4,238,333,387 3,627,688,276

SCHEDULE “K”
CURRENT LIABILITIES
Sundry Creditors
Micro and Small Enterprises - -
Others 951,042,195 461,305,906
Security Deposits from Occupants 826,097,883 669,289,385
Unpaid Dividends 7,215,720 7,398,035
Other Liabilities 903,616,549 551,570,887
Interest accrued but not due 40,135 7,308,630
Share Application Money received by Subsidiaries 28,456,477 27,497,922
Book Overdraft 8,314,280 -
TOTAL 2,724,783,239 1,724,370,765

128
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming Part of the

Consolidated Accounts (Contd.)
As at 31st As at 31st
March 2011 March 2010
(`) (`) (`)
SCHEDULE “L”
PROVISIONS
Gratuity 6,209,983 10,299,428
Leave encashment 15,899,560 11,574,533
Taxation [Net of Taxes paid] 34,173,481 19,212,394
Proposed Dividend 260,721,801 173,814,534
Tax on Proposed Dividend 42,295,594 29,539,781
TOTAL 359,300,419 244,440,670

SCHEDULE “M” 2010-11 2009-10

SALES & SERVICES (`) (`) (`)
Sales 188,129,519 13,731,305
License Fees and Rental Income 1,330,138,775 782,100,406
Service Charges 531,426,780 421,316,145
Income from Events 51,971,080 13,100,644
TOTAL 2,101,666,154 1,230,248,500

SCHEDULE “N”
OTHER INCOME
Dividend Income
Current (other than trade) 55,633,091 71,670,361
Long Term (other than trade) 7,341,069 5,845,933
62,974,160 77,516,294
Profit on sale of Investments 1,795,847 24,289,890
Share of Profit from Partnership Firm in which Company is
(329,071) 133,811
a partner
Interest 107,056,854 119,070,716
Compensation on Relinquishment of rights 100,051,250 -
Miscellaneous Receipts 15,344,240 21,815,629
TOTAL 286,893,280 242,826,340

129
Annual Report 2011
 Schedules IMAGINE
Annexed to and Forming CONCEIVE
Part of the Consolidated Accounts (Contd.) REALIZE

2010-11 2009-10
(`) (`) (`)
SCHEDULE “O”
COST OF MATERIALS/CONSTRUCTION AND
VARIATION IN INVENTORY
Cloth Trading
Purchase for resale 12,520,072 11,296,897
Variation in Inventory
Stocks at commencement 3,053,138 3,298,400
Stocks at close - 3,053,138
Net (Increase)/Decrease 3,053,138 245,262
15,573,210 11,542,159
Realty Sales
Land Cost - (transferred from Fixed Assets) 480,548,342 -
Construction & Other related costs 732,906,078 -
(transferred from capital work in progress)
1,213,454,420 -
Less : Closing work in progress 1,178,356,812 -
35,097,608 -
TOTAL 50,670,818 11,542,159

SCHEDULE “P”
EMPLOYEE COSTS
Salaries, Wages & Bonus 132,199,756 62,492,636
Gratuity and Leave encashment 2,934,919 1,080,057
Contribution to Provident Fund & Other Funds 1,615,679 996,978
Staff Welfare Expenses 4,109,346 2,356,261
TOTAL 140,859,700 66,925,932

130
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Annexed to and Forming

Part of the Consolidated Accounts (Contd.)
2010-11 2009-10
(`) (`) (`)
SCHEDULE “Q”
OPERATING AND OTHER EXPENSES
Electricity (Net) 46,100,296 25,911,861
Repairs and Maintenance:-
Buildings 31,641,494 1,535,044
Machinery & Vehicles 22,566,810 16,997,116
Others 15,853,811 23,232,083
70,062,115 41,764,243
Insurance 9,827,345 5,472,341
Rent 22,607,346 7,200,551
Rates & Taxes 42,444,508 32,297,114
Water Charges 13,134,172 14,495,678
Legal and Professional charges 34,236,627 63,061,521
Travelling Expenses 7,684,393 7,976,724
Auditors' Remuneration 4,188,767 5,215,220
Directors' Remuneration and sitting fees 21,081,406 10,125,898
Donation 1,521,345 3,663,326
Loss on Assets Sold/Discarded 418,716 486,919
Prior Period Expenses 560,533 1,305,592
Advertisement & Sales Promotion 60,890,250 43,132,448
Bank charges 2,193,297 3,204
Bad debts & Sundry balances written off 68,352,232 -
Provision for Doubtful Debts & Advances/(written back) (27,539,062) 40,813,170 37,291,650
Security Charges 35,722,561 30,943,898
Other Miscellaneous Expenses 91,063,821 46,100,522
Miscellaneous Expenditure written off - 342,024
TOTAL 504,550,668 376,790,734

SCHEDULE “R”
INTEREST AND FINANCE CHARGES
Interest on fixed loans 217,470,638 46,151,715
Interest on other loans 10,152,840 39,889,224
TOTAL 227,623,478 86,040,939

131
Annual Report 2011
 Schedules IMAGINE
Forming part of the Consolidated Accounts CONCEIVE
REALIZE

SCHEDULE “S”: other events in similar circumstances and are

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON presented in the same manner as the Company’s
CONSOLIDATED ACCOUNTS FORMING PART OF THE separate financial statements.
BALANCE SHEET AS AT 31ST MARCH, 2011 AND THE
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE 2. Investments other than in subsidiaries and associates
YEAR ENDED ON THAT DATE have been accounted as per Accounting Standard (AS)
13 “Accounting for Investments”.
A. SIGNIFICANT ACCOUNTING POLICIES
1. Principles of consolidation 3. Other significant accounting policies
a) The financial statements of the Company and a) Use of estimates:
its subsidiary companies are combined on a The preparation of financial statements requires
line-by-line basis by adding together the book estimates and assumptions to be made that affect
values of like items of assets, liabilities, income the reported amount of assets and liabilities
and expenses, after fully eliminating intra-group on the date of the financial statements and the
balances and intra-group transactions resulting reported amount of revenues and expenses for
in unrealised profits or losses in accordance with the reporting period. The difference between
Accounting Standard (AS) 21 - “Consolidated the actual results and estimates are recognised
Financial Statements” as notified by the in the period in which the results are known/
Companies (Accounting Standards) Rules, 2006. materialised.
b) The difference between the cost of investment in b) Fixed Assets:
the subsidiaries, over the net assets at the time i) Fixed Assets are stated at cost net of cenvat
of acquisition of shares in the subsidiaries is credit and include amounts added on
recognised in the financial statements as Goodwill revaluation, less accumulated depreciation
or Capital Reserve as the case may be. and impairment loss, if any.
c) Minority Interest’s share of net profit of consolidated ii) Expenditure incurred on construction/
subsidiaries for the year is identified and adjusted erection of assets, which are incomplete as
against the income of the group in order to arrive at at balance sheet date, are included in Capital
the net income attributable to shareholders of the work in progress.
Company. The Indirect Expenditure (Net of Indirect
d) Minority Interest’s share of net assets of Income) incurred during the year is treated as
consolidated subsidiaries is identified and “Project Development Expenditure” pending
presented in the consolidated balance sheet the completion of the Project. These have
separate from liabilities and the equity of the been allocated/transferred to the Stock
Company’s shareholders. -Work- in- Progress [Profit and Loss Account]
e) In case of associates where the company directly to the extent attributable based on the
or indirectly through subsidiaries holds more than percentage completion of the Project. The
20% of equity, Investments in associates are Balance has been included under Capital
accounted for using equity method in accordance Work- in -Progress, which will be capitalized in
with Accounting Standard (AS) 23 - “Accounting the year of completion.
for investments in associates in consolidated c) Depreciation:
financial statements” as notified by the Companies i) Leasehold land is amortized over the period
(Accounting Standards) Rules, 2006. of lease.
f) The Company accounts for its share in the ii) Depreciation on other fixed assets (excluding
change in the net assets of the associates, post land and lease land in perpetuity) is
acquisition, after eliminating unrealised profits provided on written down value method
and losses resulting from transactions between other than depreciation on fixed assets of
the Company and its associates to the extent ` 1,218,006,223 of four subsidiari companies
of its share, through its profit and loss account which is provided on straight line method
to the extent such change is attributable to the at the rates and in the manner specified in
associates’ profit and loss account and through its Schedule XIV of the Companies Act, 1956.
reserves for the balance, based on the available
information. iii) In respect of certain revalued assets of
holding company, (land, buildings and plant &
g) The difference between the cost of investment in machinery) depreciation has been calculated
the associates and the share of net assets at the on the revalued figures as per the rates and
time of acquisition of shares in the associates is in the manner specified by the valuers in their
identified in the financial statements as Goodwill Revaluation Report. The difference between
or Capital Reserve as the case may be. the depreciation so computed and that
h) As far as possible, the consolidated financial computed as per (i) and (ii) above has been
statements are prepared using uniform charged to the Revaluation Reserve.

132
accounting policies for like transactions and

The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Forming part of the Consolidated Accounts (Contd.)

d) Impairment of Assets: monies) proportionate to the percentage

In accordance with AS 28 on “Impairment of Assets” of physical completion of construction/
as notified by the Companies (Accounting Standards) development work as certified by the Architect.
Rules, 2006, where there is any indication of iii) Revenue from sale of completed properties
impairment of the company’s assets related to (Finished Realty Stock) is recognised upon the
cash generating units, the carrying amounts of such transfer of significant risks and rewards to the
assets are reviewed at each balance sheet date to buyer.
determine whether there is any impairment. The
recoverable amount of such assets is estimated i) Employee Benefits:
as the higher of its net selling price and its value i) Short term employee benefits are recognised
in use. An impairment loss is recognised whenever as expenses at the undiscounted amounts in
the carrying amount of such assets exceeds its the profit & loss account of the year in which
recoverable amount. Impairment Loss, if any, is the related service is rendered.
recognised in the Profit and Loss Account.
ii) Post employment and other long term
employee benefits are recognised as an
e) Investments:
expense in the profit & loss account for the
Long term investments are valued at cost of
year in which the employee has rendered
acquisition less diminution if any, of a permanent
services. The expenses are recognised at
nature. Current Investments are stated at cost or
the present value of the amounts payable
market/fair value whichever is lower.
determined using actuarial valuation

techniques. Actuarial gains and losses in
f) Inventories:
respect of post employment and other long
i) Inventories are valued at lower of cost or net
term benefits [net of expected return on
realisable value. Cost is determined on FIFO
plan assets] are charged to the profit & loss
basis.
account.
ii) Cost of Realty construction/development
is charged to the Profit & Loss Account in j) Foreign Currency transactions:
proportion to the revenue recognized during i) Transactions denominated in foreign
the period and balance cost is carried over currencies are recorded at the exchange rate
under Inventory as part of Realty Work- prevailing at the time of the transaction.
in-Progress. Cost of realty construction / ii) Exchange differences arising as a result of the
development includes all costs directly subsequent settlements of transactions are
related to the project and other expenditure recognised as income or expense in the profit
as identified by the management which are and loss account.
incurred for the purpose of executing and
securing the completion of the Project (Net of k) Share issue expenses:
incidental recoveries/receipts). Expenses in connection with issue of shares are
adjusted against securities premium account.
g) Borrowing Costs:
Borrowing costs that are attributable to the l) Taxes on Income:
acquisition or construction of qualifying assets are i) Provision for income tax (current tax) is
capitalised as part of the cost of such assets. A determined on the basis of the taxable
qualifying asset is an asset that necessarily takes income of the current year in accordance with
a substantial period of time to get ready for its the Income Tax Act, 1961.
intended use or sale. All other borrowing costs are ii) Deferred tax is recognised in respect of deferred
recognised as an expense in the period in which tax assets (subject to the consideration of
they are incurred. prudence) and deferred tax liabilities on timing
differences, being the difference between
h) Revenue recognition: taxable income and accounting income that
i) Revenue is recognised when it is earned originate in one year and are capable of
and no significant uncertainty exists as to its reversal in one or more subsequent years.
realisation or collection. License fees, rental
income and service charges are recognised m) Provisions, Contingent Liabilities and Contingent
based on contractual rights. Interest is Assets:
recognised on time proportion basis. Dividend Provisions involving substantial degree of
income is recognised when the right to receive estimation in measurement are recognised when
the same is established. there is a present obligation as a result of past
ii) Revenue from sale of properties under events and it is probable that there will be an
construction is recognised on the basis outflow of resources. Contingent Liabilities are
of Registered Sale Agreements (provided not recognised but are disclosed in the Notes on
the significant risk and rewards have Accounts. Contingent Assets are neither recognised
been transferred to the buyer and there is nor disclosed in the financial statements.
reasonable certainty of realisation of the

133
Annual Report 2011
 Schedules IMAGINE
Forming part of the Consolidated Accounts (Contd.) CONCEIVE
REALIZE

B NOTES TO ACCOUNTS
1. The Subsidiary companies considered in the consolidated financial statements are:

Name of Subsidiaries Country of Proportion of Proportion of

Incorporation ownership ownership
interest interest
2010-11 2009-10
Pallazzio Hotels and Leisure Ltd. India 100% 100%
Bellona Finvest Ltd. India 100% 100%
Marketcity Resources Private Ltd. India 100% 100%
Pinnacle Real Estate Development Private Ltd. India 66.67% 66.67%
Palladium Constructions Private Ltd. India 62.98% 62.98%
Enhance Holdings Private Ltd. (formerly Kalani
Holdings Private Ltd.) India 100% 100%
Plutocrat Assets & Capital Management Private
Ltd. India 100% 100%
Big Apple Real Estate Private Ltd. (BAREPL) India 73.47% 73.47%
Butala Farm Lands Private Ltd. (w.e.f
29.10.2010) India 100% 100%
Vamona Developers Private Ltd. India 58.55% 50.58%
Upal Developers Private Ltd. (Subsidiary of
BAREPL) India 45.92% 45.92%
Blackwood Developers Private Ltd. India 73.47% 73.47%
(Subsidiary of BAREPL) India
Gangetic Developers Private Ltd. (Subsidiary of
BAREPL) India 43.06% 41.28%
Market City Management Private Ltd. India 54.69% 54.69%

2. The associate companies considered in the consolidated financial statements are:

Name of Associate companies Country of Proportion of Proportion of

Incorporation ownership interest ownership interest
2010-11 2009-10
Bartraya Mall Development Co. Pvt. Ltd. India 50.00% 50.00%
Classic Housing Projects Pvt. Ltd. India 32.00% Nil
Classic Mall Development Company Pvt. Ltd. India 29.18% 29.28%
Entertainment World Developers Ltd. India 40.28% 40.28%
Escort Developers Pvt. Ltd. India 50.00% 50.00%
Galaxy Entertainment Corporation Ltd. India 23.56% 23.56%
Galaxy Entertainment (India) Pvt. Ltd. India 49.02% 49.02%
Island Star Mall Developers Pvt. Ltd. India 30.58% 28.08%
Juniper Developers Pvt. Ltd. India 45.00% 45.00%
Offbeat Developers Pvt. Ltd. India 28.81% 28.81%
Picasso Developers Pvt. Ltd. India 33.33% 33.33%
Ramayana Realtors Pvt. Ltd. India 33.33% 33.33%
Starboard Hotels Private Limited (Formerly
Classic Software Technology Park Developers India - 32.00%
Private Limited)

134
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Forming part of the Consolidated Accounts (Contd.)

Investments in Associates include:

Name of Associates Cost of Goodwill/ Cost of Goodwill/
Acquisition (Capital Reserve) Acquisition (Capital Reserve)
2010-11 included in cost 2009-10 included in cost
of acquisition of acquisition
2010-11 2009-10
(`) (`) (`) (`)
Bartraya Mall Development Co. Pvt. Ltd. 50,000 - 50,000 -
Classic Housing Projects Pvt. Limited 33,340 88,591 - -
Classic Mall Development Company
249,966,918 10,404,836 249,966,918 10,404,836
Pvt. Ltd.
Entertainment World Developers Ltd. 579,270,269 245,745,102 579,270,269 245,745,102
Escort Developers Pvt. Ltd. 15,950,000 2,143 15,950,000 2,143
Galaxy Entertainment Corporation Ltd. 74,309,402 47,479,617 74,309,402 47,479,617
Galaxy Entertainment (India) Pvt. Ltd. 25,000,000 (205,058) 25,000,000 (205,058)
Island Star Mall Developers Pvt. Ltd. 165,132 (478,059,611) 112,096 (405,830,708)
Juniper Developers Pvt. Ltd. 46,620 5,067 46,620 5,067
Offbeat Developers Pvt. Ltd. 247,037,912 (409,419,370) 247,037,912 (409,419,370)
Picasso Developers Pvt. Ltd. 20,000,400 2,488,156 20,000,400 2,488,156
Ramayana Realtors Pvt. Ltd. 44,186,012 7,733,852 44,186,012 7,733,852
Starboard Hotels Private Limited
(Formerly Classic Software Technology - - 128,892 (337,653)
Park Developers Private Limited)

3. Contingent liabilities not provided for in respect of:-

i) Disputed excise duty liability amounting ` 1,646,266 (P.Y. ` 11,376,598 )
ii) Corporate guarantee issued by the Company amounting to ` Nil (P.Y. ` 500,000,000) to secure financial
assistance being availed by a company under the same management.
iii) Disputed entry tax liability amounting to ` 12,084,297 (P.Y. ` 10,244,297)
iv) Outstanding guarantees given by Banks ` 243,454,883 (P.Y. ` 22,222,469).
v) Estimated amount of contracts remaining to be executed on capital account and not provided for in the
accounts is ` 2,599,432,323/- (P.Y. ` 2,075,202,861) net of advance paid.
vi) Demand notices received for damages / interest on account of arrears / late payments of E.S.I.C.
` 354,903 and Provident Fund dues ` 2,471,962 aggregating to ` 2,826,865 (P.Y. ` 3,148,254) are
disputed by the Company. The Company has paid ` 1,000,000 and has also furnished a Bank Guarantee
for ` 1,471,165 against P.F. demands to the P.F. authorities.
vii) The Income tax assessments of the Company have been completed up to Assessment Year 2008-09. The
disputed tax demand outstanding upto the said Assessment Year is ` 8,227,088. The company as well
as the Income Tax Department are in appeal before the Appellate Authorities against the assessments
of earlier financial years. The impact thereof, if any, on the tax position can be ascertained only after the
disposal of the above appeals. Accordingly, the accounting entries arising there from will be passed in
the year of the disposal of the said appeals.

4. Based on the valuation reports of the Government approved valuers, the Group had revalued the assets of
holding company consisting of land including leasehold land and land leased in perpetuity, Buildings and Plants
and Machinery as on 31st March 1985. Depreciation on revalued land, building and plant and machinery has
been calculated as per the rates specified by the valuers, which includes an additional charge amounting to
` 962,748 (P.Y. ` 952,660 ) in comparison to depreciation provided under the Companies Act, 1956, and an
equivalent amount has been withdrawn from Revaluation Reserve and credited to Profit and Loss account.

135
Annual Report 2011
 Schedules IMAGINE
Forming part of the Consolidated Accounts (Contd.) CONCEIVE
REALIZE

5. Service Tax :
a. The matter of the levy of service tax on renting of immovable property is subjudice. The case of Home
Solution Retailers of India and others v/s. Union of India and others [Delhi], has again challenged the
constitutional validity of Section 65(105) (zzzz) of the Finance Act, 1994 as amended by the Finance
Act, 2010. Pending the outcome of the final decision, the Company has continued to levy the service
tax on license fees, conducting fees, common area maintenance charges etc. billed to licensees, during
the Financial Year 2010-11. However, citing the reason of the matter being subjudice, many licensees
have not paid the service tax component billed to them and accordingly in such cases, the Company
too, has not deposited the service tax with the Government, aggregating to ` 157,965,195 as at 31st
March, 2011. The company does not expect the outcome of the matter to have any adverse effect on its
financial position or results of operations.
b. The Finance Act, 2010 has inserted an explanation to Section 65(105)(zzq) [i.e taxable service category
of commercial or industrial construction service] and Section 65(105)(zzzh) [i.e the taxable service
category of construction of complex service], seeking to amend the Finance Act, 1994.
The explanation sought to levy the Service Tax on any commercial or industrial construction/ construction
of residential complex done prior to obtaining the Project completion certificate. The said levy of Service
Tax has been challenged, on the grounds of its constitutional validity, in the Bombay High Court by the
Maharashtra Chamber of Housing Industry (MCHI). The Bombay High court has granted an interim stay
on the said levy of Service Tax.
In view of the matter being subjudice, a subsidiary company has neither collected nor paid the service tax
on the advances received during the year against the sale of the commercial area under construction.
The company has, however, been advised that no liability would arise on this account.

6. The balances in respect of sundry debtors, sundry creditors, loans and advances, deposits and fixed deposits
pledged with excise authorities, either debit or credit as appearing in the books of accounts are subject to
confirmations from the respective parties and are pending reconciliations/adjustments arising therefrom, if any.

7. In case of certain subsidiary companies :-

a) Loans and Advances include ` 316.92 Lakhs being the Cenvat credit of Service Tax on the construction
services, ascertained by the Management of three subsidiary companies, as available for set-off
against their future Service Tax Liability on output services to be rendered after the commencement
of operations. These companies are in the process of filing a revised Service Tax Return to claim the
amount of the said Cenvat Credit, shown in their Books of accounts.
b) The Stock recording systems, in case of two subsidiary companies, were under development/
reconciliation with the accounts during the period of construction and the initial period of operations.

8. The Company is a partner in a partnership firm M/s. Phoenix Construction Company. The accounts of the
partnership firm have been finalised upto the financial year 2009-2010. The details of the Capital Accounts
of the Partners as per the latest Financial Statements of the firm are as under:-

Sr.No. Name of the Partners Profit Total Capital on

Sharing ratio
31/03/2010 31/03/2009
` `
1. The Phoenix Mills Ltd. 50% 17,112,243 17,191,314
2. Gold Seal Holding Pvt. Ltd. 50% 14,130,041 18,435,804

The Company has accounted for its share of loss amounting to ` 3,29,071 pertaining to the financial year
2009-2010 in the current year. The share of profit/loss for the current financial year will be accounted in the
books of the Company on the finalisation of the accounts of the firm.

136
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Forming part of the Consolidated Accounts (Contd.)

9. The Auditors’ Remuneration includes:

Particulars 2010-11 2009-10

(`) (`)
Audit fees 3,100,000 2,500,000
Tax Audit fees 600,000 500,000
Certification and other fees 150,000 2,011,000
Total 3,850,000 5,011,000

10. The following amounts have been paid / are payable as remuneration to the Directors (including Managing
Directors) for services rendered by them: -

i) Remuneration to Managing Directors/Executive Directors

Particulars 2010-11 2009-10

(`) (`)
Salary 24,089,004 9,600,000
House Rent Allowance 1,596,000 -
Other Perquistes/Reimbursements 2,721,006 370,898
Total 28,406,010 9,970,898

ii) Commission to Non Executive Directors ` 12,50,000 (P.Y. Nil)

11. Zero Coupon Compulsory Convertible Debentures (CCD):

“Series A”
Pallazzio Hotels & Leisure Limited has issued 635,294 Non Cumulative Unsecured Compulsory Convertible
Debentures “Series A” of face value of ` 100 each at a premium of ` 664.26 per Debenture during the
financial year 2007- 08. As per debenture certificate, the investors have the option to convert each Debenture
into one equity share of Pallazzio for ` 100 at any time on or after 1.4.2016. The Debenture shall carry Zero
Coupon till 31st March 2016 and for the period of non conversion after 31.3.2016, not more than 2% p.a.,
as may be decided by Pallazzio. At the end of the 10th year from the date of the issue, each Debenture will
compulsorily convert into one equity share of ` 100 of Pallazzio.

“Series B”
Pallazzio Hotels & Leisure Limited has issued 43,205 in current year & in total 769,440 in various tranches,
Non Cumulative Unsecured Compulsory Convertible Debentures “Series B” of face value of ` 100 each at a
premium of ` 1721.66 per Debenture. As per debenture certificate, the investors have the option to convert
each Debenture into one equity share of Pallazzio for ` 100 at any time on or after 1.4.2015. The Debenture
shall carry Zero Coupon till 31st March 2015 and for the period of non conversion after 31.3.2015 the
instrument may be entitled to coupon rate of not more than 2% p.a., as may be decided by Pallazzio. On 1st
April 2017 each Debenture will compulsorily convert into one equity share of ` 100 of Pallazzio.

“Series D”
Pallazzio Hotels & Leisure Limited has issued 4,07,703 Non Cumulative Unsecured Compulsory Convertible
Debentures “Series D” of face value of ` 100 each at a premium of ` 664.26 per Debenture during the
financial year 2009-10. As per debenture certificate, the investors have the option to convert each Debenture
into one equity share of Pallazzio for ` 100 at any time on or after 1.4.2016. The Debenture shall carry Zero
Coupon till 31st March 2016 and for the period of non conversion after 31.03.2016 the instrument may
be entitled to coupon rate of not more than 2% p.a., as may be decided by Pallazzio. At the end of the 07th
year from the date of the issue, each Debenture will compulsorily convert into one equity share of ` 100 of
Pallazzio.

137
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 Schedules IMAGINE
Forming part of the Consolidated Accounts (Contd.) CONCEIVE
REALIZE

12. Expenditure incurred during construction period :

The Group’s various projects relating to construction of commercial, retail, hotel and entertainment
complexes are in progress. The expenditure incurred during the construction period is treated as “Project
Development Expenditure” pending capitalisation. The same has been included under Capital Work In
Progress and will be apportioned to fixed assets on the completion of the project.

The details of Project Development Expenditure as on the date of Balance sheet are as under:

Particulars 2010-11 2009-10

(`) (`)
Opening Balance 1,229,116,906 1,150,285,419
Expenditure
Salary & Allowances 90,781,286 80,065,433
Rent, Rates & Taxes 7,041,980 20,332,283
Legal, Professional & Consultancy Fees 36,432,937 37,918,107
Travelling Expenses 4,238,028 10,871,402
Miscellaneous Expenses 87,295,719 44,267,038
Bank Charges 1,535,484 789,615
Depreciation 1,659,730 1,542,423
Interest 716,284,870 514,974,172
Total 945,270,034 710,760,473
Income
Dividend income on Current Investments 43,011,736 41,558,727
Interest income 1,773,563 2,645,725
Other Income 34,785,693 -
Total 79,570,992 44,204,452
Less : Project Development Expenses Capitalised during the year 459,608,402 587,724,534
Less: Project Development Expenses (including depreciation
` 696,136) Transferred to Profit and Loss Account/
142,325,649 -
Stock Work-In-Progress.
Closing Balance 1,492,881,897 1,229,116,906

138
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Forming part of the Consolidated Accounts (Contd.)

13. The disclosure in respect of Segment information as per Accounting Standard (AS) 17 on “Segment
Reporting” as notified by the Companies (Accounting Standards) Rules, 2006, is as under:
(Amount in `)
Sr. Particulars Property & Related Textile / Cloth Unallocated Total
No. Services Trading
A. REVENUE
1. Income from Operations 20,84,108,470 17,557,684 2,101,666,154
& Sales (1,216,517,195) (13,731,305) (1,230,248,500)
2. Other Income 286,893,280 286,893,280
(242,826,340) (242,826,340)
TOTAL 2,388,559,434
(1,473,074,840)
B. RESULTS
1. Profit Before Tax & Interest 1,089,962,674 1,515,328 286,893,280 1,378,371,282
(600,659,615) (2,012,171) (242,826,340) (845,498,126)
227,623,478
2. Less: Interest
(86,040,939)
1,150,747,804
3. Profit Before Tax
(759,457,187)
Less : Provision for 320,837,767
4.
Taxation (147,079,665)
829,910,037
5. NET PROFIT AFTER TAX
(612,377,522)
C. OTHER INFORMATION
22,234,412,081 10,060,950 8,588,670,124 30,833,143,155
1. Segment Assets
(17,875,268,547) (7,055,701) (8,909,113,781) (26,791,438,029)
Deferred Tax Assets / 8,886,801
2.
Liabilities (Net) (24,062,270)
30,835,167,228
3. Total Assets
(26,815,500,299)
2,201,247,203 6,299,555 11,964,094,639 14,171,641,397
4. Segment Liabilities
(1,707,200,019) (4,148,750) (9,055,708,613) (10,767,057,382)
Other Liabilities (including 16,005,138,628
5.
Share Capital & Reserve) (15,392,603,636)
30,170,480,471
6. Total Liabilities
(26,159,661,018)
3,034,923,856 3,034,923,856
7. Capital Expenditure
(3,208,933,427) (3,208,933,427)
314,106,966 314,106,966
8. Depreciation
(172,317,889) (172,317,889)
Non Cash Expenses other
9.
than Depreciation
Bad Debts & balances 68,352,232
written off ( - )

Notes:
i) The Group has disclosed Business Segment as the primary Segment. In the opinion of the Management, the Group
is organised into two business segments namely, Property & Related Services and Textile / Cloth Trading. These
segments have been identified in line with AS-17 on segment reporting.
ii) The activities of the Group being carried on totally within India, the information about Secondary Segment (Geographic
Segments) is not required to be given.
iii) Segment Revenue, results and other information includes the respective amounts identifiable to each of the
segments as also amounts allocated on a reasonable basis. The items/information which relates to the Group as a
whole and cannot be directly identified with any particular business segment have been shown separately.

139
Annual Report 2011
 Schedules IMAGINE
Forming part of the Consolidated Accounts (Contd.) CONCEIVE
REALIZE

In view of the Accounting Standard : AS 18 on Related Parties Disclosures as notified by the Companies
14.
(Accounting Standards) Rules 2006, the disclosure in respect of related party transactions for the year
ended on 31st March 2011 is as under:

a) RELATIONSHIPS
Category I: Associates
Bartraya Mall Development Company Private Ltd.
Starboard Hotels Private Ltd.
(formerly Classic Software Technology Park Developers Private Ltd.)
Classic Housing Projects Private Ltd.
Classic Mall Development Company Private Ltd.
Entertainment World Developers Ltd.
Escort Developers Private Ltd.
Galaxy Entertainment Corporation Ltd.
Galaxy Entertainment (India) Private Ltd.
Island Star Mall Developers Private Ltd.
Juniper Developers Private Ltd.
Offbeat Developers Private Ltd.
Picasso Developers Private Ltd.
Ramayana Realtors Private Ltd.

Category II : Other Related Parties where common control exists

B. R. International.
Phoenix Retail Private Ltd.
R.R.Hosiery Private Ltd.
Phoenix Construction Company
R.R. Hosiery
Phoenix Hospitality Company Private Ltd.
R.R. Textiles

Category III : Key Managerial Personnel

Ashokkumar R. Ruia
Atul Ruia
Kiran B. Gandhi
Shishir Shrivastava

Category IV : Relatives of Key Managerial Personnel

Gayatri A Ruia

140
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Forming part of the Consolidated Accounts (Contd.)

b) The following transactions were carried out with the Related Parties in the ordinary course of business
in the financial year under report:
(Amount in `)
Sr.No. TRANSACTIONS Category I Category II Category III Category IV Total
1 Rent, Compensation & 98,647,977 30,874,622 - 646,443 130,169,042
Other recoveries (90,876,293 ) (44,446,888) - (3,215,721) (47,763,917)
2 Interest Received 8,509,300 - - - 8,509,300
(2,166,685) - - - (2,166,685)
3 Remuneration / Salary - - 28,406,010 166,129 28,572,139
Paid - - (9,970,898) - (9,970,898)
4 Administrative & Other - 18,981,644 - - 18,981,644
Charges paid - (219,557) - - (219,557)
5 Cloth Sold to - - - - -
- (148,677) - - (148,677)
6 Repayment of loans to - - - - -
- - (50,000) - (50,000)
7 Loans given to 305,000,000 - - - 305,000,000
(450,000,000) - - - (450,000,000)
8 Loans returned by 833,037,228 - - - 833,037,228
(380,529,741) - (2,000,000) - (382,529,741)
9 Deposits received / - - - - -
-returned - - - (300,000) (300,000)
10 Investment in Shares/
392,639,642 104,768,100 - - 497,407,742
application money
(159,975,000) (122,747,000) - - (282,722,000)
pending allotment
11 Purchase of Fixed - - - - -
Assets (1,424,208) - - - (1,424,208)
12 Balance written off 4,551,270 3,453 - - 4,554,723
- - - - -
13 Application Money - - - - -
Refund Received (509,395,853) - - - (509,395,853)
14 Sale of Land 792,714,650 - - - 792,714,650
development rights - - - - -
15 Share of Profit / (Loss) - (-329,071) - - (-329,071)
from partnership firm - (133,811 ) - - (133,811 )
16 Capital introduced In - - - - -
Firm - (250,000) - - (250,000)
17 Advances Given 568,287,013 - - - 568,287,013
- - - - -
18 Deposits Given 5,000,000 29,275,000 - - 34,275,000
- - - - -

141
Annual Report 2011
 Schedules IMAGINE
Forming part of the Consolidated Accounts (Contd.) CONCEIVE
REALIZE

c) The following balances were due from / to the related parties as on 31-03-2011
(Amount in `)
Sr.No. TRANSACTIONS Category Category Category Category Total
I II III IV
1. Investment in Equity 1,390,453,487 - - - 1,390,453,487
Shares / pref shares (1,082,942,737) - - - (1,082,942,737)
2. Investment in Capital - 6,360,967 - - 6,360,967
of Partnership Firm - (20,342,984) - - (20,342,984 )
3. Loans and Advances 598,287,013 - - - 598,287,013
(Net) (280,000,000) - - - (280,000,000)
4. Sundry Debtors 534,572,284 6,065,679 - - 540,637,963
(500,679) (64,261,271) - (429,117) (65,191,067)
5. Sundry Creditors 131,957 21,924,300 - - 22,056,257
- (22,056,257) - - (22,056,257)
6. Deposits received 35,000,000 - - 300,000 35,300,000
- (25,445,515) - (300,000) (25,745,515 )
7. Deposits Given 5,000,000 479,275,000 - - 484,275,000
- (450,000,000) - - (450,000,000)
8. Application money 151,242,975 1,194,918,100 - - 1,346,161,075
pending allotment (229,642,875) (1,090,150,000) - - (1,319,792,875)
9. Unsecured Loans 33,037,235 - - - 3,3037,235
- - - - -

d) Disclosure in Respect of Material Related Party Transactions during the year:

i) Rent & other recoveries include received from Phoenix Retails Private Ltd. ` 25,485,828
(P.Y. ` 6,827,502), Galaxy Entertainment Corporation Ltd. ` 4,051,091 (P.Y. ` 32,411,674),
Classic Mall Development Company Private Ltd. ` 16,416,000 (P.Y. ` 16,415,000), Island Stall
Mall Developers Private Ltd. ` 34,688,000 (P.Y. 31,189,000) and Offbeat Develoers Private Ltd.
` 42,204,000 (P.Y. ` 42,200,000).
ii) Interest received include received from Island Star Mall Developers Pvt. Ltd. ` 5,650,254 (P.Y. ` Nil),
Offbeat Developers Pvt Ltd. ` 1,697,946 (P.Y. ` Nil), Entertainment World Developers Ltd. ` 587,100
(P.Y. `1,048,877) and Classic Mall Developement Company Private Ltd. ` Nil (P.Y. ` 1,117,808)
iii) Administrative & other expenses include paid to B.R.International 13,234,561 (P.Y. ` 56,277),
R.R.Hosiery ` 1,980,254 (P.Y. ` Nil) and R.R.Hosiery Private Ltd. ` 3,685,151 (P.Y. ` Nil).
iv) Cloth and Garments sold to R.R Hosiery (P) Ltd. ` Nil (P.Y. ` 148,677).
v) Repayment of loans by Atul Ruia Nil (P.Y. ` 50,000).
vi) Capital Investment in Partnership firm includes investments in Phoenix Construction Company
` Nil (P.Y. ` 250,000).
vii) Loan returned by parties include repayment from Entertainment World Developers Ltd.
` 250,587,100 (P.Y. ` 200,000,000) and from Offbeat Developers Private Ltd. ` 482,450,128 (P.Y.
` Nil), Island Star Mall Developers Private Ltd. ` 100,000,000 (P.Y. ` Nil) Classic Mall Developers
Private Ltd. Nil (P.Y. ` 180,529,741).
viii) Loan given includes loan given to Offbeat Developers Private Ltd. ` 205,000,000 (P.Y. ` Nil), Island
Star Mall Developers Private Ltd. ` 100,000,000 (P.Y. ` Nil) and EWPL India Private Ltd. ` Nil
(P.Y. ` 450,000,000).
ix) Advances given towards capital Goods to Offbeat Developers Private Ltd. ` 568,287,013 (P.Y. Nil).
x) Deposit given to Island Star Mall Developers Private Ltd. ` 5,000,000 (P.Y. ` Nil), R.R.Hosiery
` 20,000,000 (P.Y. ` Nil) and R.R. Hosiery Private Ltd. ` 9,275,000 (P.Y. ` Nil)
xi) Investment in Shares/Application Money pending allotment includes Island Star Mall
Developers Private Ltd. 185,053,088 (P.Y. ` Nil), Phoenix Hospitality Co (P) Ltd. `104,768,100
(P.Y. ` 110,097,000), Classic Housing Projects Private Ltd. ` 160,033,340 (P.Y. ` Nil),
Starboard Hotels Private Ltd. ` Nil (P.Y. ` 107,700,000) and Escort Developers Private Ltd.
` 5,000,000 (P.Y. ` 52,275,000).

142
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Schedules Consolidated Accounts

Forming part of the Consolidated Accounts (Contd.)

xii) Application Money Refund received includes refund received from Entertainment World Developers
Ltd. ` Nil (P.Y. ` 97,500,000) and Classic Mall Developers (P) Ltd. ` Nil ( P.Y. ` 361,270,853).
xiii) Sale of land development rights to Offbeat Developers Private Ltd. ` 792,714,650 (P.Y. ` Nil).
xiv) Purchase of Fixed Assets includes purchase from Island Star Mall Developers (P) Ltd. ` Nil
(P.Y. ` 1,424,208).
xv) Remuneration paid to Ashok Ruia ` 6,129,006 (P.Y. ` 2,452,066), Atul Ruia ` 8,537,400
(P.Y. `27,18,832), Kiran Gandhi ` 4,800,000 (P.Y. 4,800,000), Shishir Shrivastava
` 8,939,604 (P.Y. ` Nil).
xvi) Profit / (Loss) from investment in Phoenix Construction partnership firm ` - 329,071
(P.Y. ` 133,811)
xvii) Deposit received / returned to Gayatri A.Ruia ` Nil (P.Y. ` 300,000).
xviii) Sundry Balances written off Galaxy Entertainment Corporation Ltd. ` 4,210,422 (P.Y. ` Nil).

15. Earnings per share (EPS):

2010 -11 2009 -10

Net Profit after Tax (`) 841,912,983 619,751,257
Weighted Average No. of Equity Shares Nominal Value of Equity Shares 144,845,445 144,845,445
Nominal Value of Equity Shares 2 2
Basic Earning Per Share 5.81 4.28

16. Deferred Tax:

In accordance with the ‘Accounting Standard (AS) 22 Accounting for Taxes on Income” as notified by the
Companies (Accounting Standards) Rules 2006, the Company has created deferred tax liability of ` 15,175,469
for the current year. The break up of the net deferred tax asset as on 31st March, 2011 is as under:

Particulars Deferred tax Current Year Deferred tax
Asset / (Liability) (Charge)/ Credit Asset / (Liability)
as at 1-04-10 (`) as at 31-03-11
(`) (`)
Deferred Tax Asset
Disallowance u/s 43B and Others 9,948,318 (7,169,034) 2,779,284
Provision for Doubtful debts and advances 14,823,154 (9,279,773) 5,543,381
Difference between Book and Tax (709,202) 1,273,338 564,136
Depreciation
Deferred Tax Assets (Net) 24,062,270 (15,175,469) 8,886,801

17. The previous year’s figures have been regrouped and / or recast wherever necessary so as to conform to the
current year’s classification.

For A.M.Ghelani & Company For Chaturvedi & Shah For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
FRN : 103173W FRN : 101720W

Chintan A. Ghelani Amit Chaturvedi Ashokkumar R. Ruia Shishir Shrivastava

Partner Partner (Chairman & Managing Director ) (Group CEO & Jt. Managing Director)
M. No. 104391 M. No. 103141
Atul Ruia Pradumna Kanodia
(Jt. Managing Director ) (Director Finance)

Pune Minal Bhate - Dandekar
Dated : 30th July, 2011 (Company Secretary)

143
Annual Report 2011
 Notice IMAGINE
CONCEIVE
REALIZE

NOTICE is hereby given that the 106th ANNUAL GENERAL MEETING of the Shareholders of THE PHOENIX MILLS
LIMITED will be held on Tuesday, the 20th day of September 2011 at 4.00 p.m. at Indian Merchants Chamber, 4th
Floor, Walchand Hirachand Hall, Churchgate, Mumbai - 400020 to transact the following business:

ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2011 and Profit and
Loss Account for the year ended on that date together with the Reports of the Board of Directors and Auditors
thereon.
2. To declare Dividend on Equity Shares for the year ended 31st March, 2011.
3. To appoint a Director in place of Mr. Shribhanu Patki, who retires by rotation and being eligible, offers himself for
re-appointment.
4. To appoint a Director in place of Mr. Sivaramakrishnan Iyer, who retires by rotation and being eligible, offers
himself for re-appointment.
5. To appoint M/s A. M. Ghelani & Company, Chartered Accountants (Firm Regn. No. 103173W) and M/s Chaturvedi
& Shah, Chartered Accountants (Firm Regn. No. 101720W) as the Statutory Auditors of the Company, to hold
office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to
authorize the Board of Directors to fix their remuneration.

SPECIAL BUSINESS:
6. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary
Resolution;

“RESOLVED THAT Mr. Pradumna Kanodia who was appointed as an Additional Director of the Company on 28th
April, 2011 pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Article 129 of the
Company’s Articles of Association and in respect of whom the Company has received a notice under Section 257
of the Companies Act, 1956 along with necessary deposit from a shareholder proposing his candidature, be and
is hereby appointed as a Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the company be and are hereby authorized to do all such
acts, deeds, things as are necessary to give effect to this Resolution.”

7. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special
Resolution:
“RESOLVED THAT as per the recommendation of the Remuneration Committee and pursuant to the provisions
of Sections 198, 269, 309 and 311 read with Schedule XIII and all other applicable provisions of the Companies
Act, 1956, consent of the members of the Company be and is hereby accorded to the re-appointment
of Mr. Kiran Gandhi as the Whole-Time Director of the Company for a period of three years with effect from
22nd April, 2011 on such terms and conditions as may be agreed to between the Board of Directors and
Mr. Kiran Gandhi.

RESOLVED FURTHER THAT in the event of absence or inadequacy of net profits in any financial year, the
remuneration payable to the Whole-Time Director shall be governed by Section II of Part II of Schedule XIII to
the Companies Act, 1956 or any statutory modification thereof and the same shall be treated as the minimum
remuneration payable to the said Whole-Time Director.

RESOLVED FURTHER THAT during such time as Mr. Kiran Gandhi holds and continues to hold office of the
Whole-Time Director he shall be liable to retire by rotation as a Director.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such
acts, deeds, things as are necessary to give effect to this Resolution.”

144
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Notice (Contd.) Consolidated Accounts

8. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution;

“RESOLVED THAT as per the recommendation of the Remuneration Committee and pursuant to the provisions of
Sections 269, read with Schedule XIII and other applicable provisions of the Companies Act, 1956 and subject to
such other approvals as may be necessary, consent of the members of the Company be and is hereby accorded
for the appointment of Mr. Pradumna Kanodia as Director- Finance of the Company, liable to retire by rotation,
without payment of remuneration to him by the Company, for a period of five years with effect from 28th April,
2011.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts,
deeds, things as are necessary to give effect to this Resolution.”

9. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special
Resolution;

“RESOVLED THAT as per the recommendation of the Remuneration Committee and pursuant to the provisions of
Sections, 269, read with Schedule XIII and all other applicable provisions of the Companies Act, 1956, consent
of the members of the Company be and is hereby accorded, to the appointment of Mr. Shishir Shrivastava as a
Group C.E.O. & Joint Managing Director of the Company without payment of remuneration to him by the Company
for a period of five years with effect from 30th July, 2011 on such terms and conditions as may be agreed to
between the Board of Directors and Mr. Shishir Shrivastava.

RESOLVED FURTHER THAT during such time as Mr. Shishir Shrivastava holds and continues to hold office as a
Group C.E.O. & Joint Managing Director, he shall not be liable to retire by rotation as a Director.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts,
deeds, things as are necessary to give effect to this Resolution.”

On behalf of the Board of Directors

Place: Pune Ashokkumar Ruia

Date: 30th July, 2011 Chairman & Managing Director

145
Annual Report 2011
 Notice (Contd.) IMAGINE
CONCEIVE
REALIZE

NOTES:
1. A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND ON A POLL, TO VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER
OF THE COMPANY.

2. Proxies, in order to be effective, must be received at the Company’s Registered Office not later than 48
(forty-eight) hours before the time fixed for holding the meeting.

3. As per clause 49 of the listing agreement, information regarding appointment / re appointment of Directors (Item
nos. 3, 4 & 6) and an explanatory statement pursuant to Section 173 (2) of the Companies Act, 1956 in respect
of Special Business (Item nos. 6,7, 8,& 9) are annexed hereto.

4. Members desirous of obtaining any information concerning the accounts and operations of the Company are
requested to address their queries to the Registered Office of the Company at least seven days before the date
of the meeting, to enable the Company to make available the required information at the meeting, to the extent
possible.

5. The Register of Members and Share Transfer Books will remain closed from Tuesday, 13th September, 2011 to
Tuesday, 20th September, 2011 (both days inclusive).

6. Dividend for the year ended 31st March, 2011, if declared at the Annual General Meeting, shall be paid on
26th September, 2011, to those shareholders, whose names appear:-
a) As beneficial owners at the end of business day on Monday, 12th September, 2011 as per lists furnished by
NSDL and CDSL in respect of shares held in electronic form.
b) On the register of members of the Company as on Tuesday, 20th September, 2011 in respect of shares held
in physical form.

7. In order to enable the Company to remit dividend through National Electronic Clearing Services (NECS),
shareholders are requested to provide details of their bank accounts indicating the name of the bank, branch,
account number and the nine-digit MICR code (as appearing on the cheque). It is advisable to attach a photocopy
of the cheque leaf/cancelled cheque leaf. The said information should be submitted on or before Monday, 12th
September, 2011 to the Company, if the shares are held in physical form and to the concerned Depository
Participant (DP), if the same are held in electronic form. Payment through NECS shall be subject to availability of
NECS Centers and timely furnishing of complete and correct information by members.

8. Shareholders are requested to:

a) Intimate the Company of changes, if any, in their registered address at an early date for shares held in physical
form. For shares held in electronic form, changes, if any may kindly be communicated to respective DPs.
b) Quote ledger folio numbers/DP ID and Client ID numbers in all their correspondence.
c) Approach the Company for consolidation of various ledger folios into one.
d) Get the shares transferred in joint names, if they are held in a single name and / or appoint a nominee.
e) Bring with them to the meeting, their copy of the Annual Report and Attendance Slip.

9. MCA’s Green Initiative in Corporate Governance

The Ministry of Corporate Affairs (MCA) has vide its Circular No. 17/2011 dated 21st April, 2011 and Circular
No. 18/2011 dated 29th April, 2011 undertaken the Green Initiative in Corporate Governance and has permitted
the delivery of documents viz., notices of meetings, annual reports etc., to the Shareholders through electronic
mode.

It is proposed that documents like Notices of Meetings/Postal Ballot, Annual Reports, Directors Report and
Auditors’ Report from the year ended 31st March, 2011 onwards and other shareholder communications will be
sent electronically to the email address provided by the shareholders and/or made available to the Company by
the Depositories viz., NSDL / CDSL. Shareholders holding the shares in dematerialized form are requested to

146
keep their Depository Participant (DP) informed and updated of any change in their email address.

The Phoenix Mills Limited

 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Notice (Contd.) Consolidated Accounts

For Shares held in physical form, shareholders can register their email address by sending a duly signed letter
mentioning their name(s), folio no(s). and email address to the Company’s Registrar & Transfer Agent, M/s
Link Intime India Private Limited, C-13, Kantilal Manganlal Estate, Pannalal Silk Mills Compound, L.B.S. Marg,
Bhandup (W), Mumbai -400078 or by sending an email to phoenixmillsgogreen@linkintime.co.in or alternatively
can register their email address on the website of the Company at http://www.thephoenixmills.com/green/
greenadd.asp

10. Pursuant to Section 205A and 205C of the Companies Act, 1956, any money transferred to the unpaid dividend
account which remains unpaid or unclaimed for a period of 7 years from the date of such transfer, is required to
be transferred to the Investor Education and Protection Fund set up by the Central Government. Accordingly, the
unpaid/unclaimed dividend for the years 2004-2005 onwards will become transferrable at the end of respective
seven years to the said Fund. Once the amount is so transferred, no claim shall lie against the Fund or the
Company in respect of dividend amount thereafter. Shareholders are requested to send their claims, if any,
for the financial year 2004-2005 onwards before the amount becomes due for transfer to the above Fund.
Shareholders are requested to encash the dividend demand drafts immediately on their receipt by them.

11. Please note that in terms of SEBI Circulars No.MRD/DoP/Cir-05/2009 dated 20th May, 2009 and No.SEBI/
MRD/DoP/SE/RTA/Cir-03/2010 dated 7th January, 2010, it is mandatory for the shareholders holding shares in
physical form to submit self-attested copy of PAN card in the following cases:
a) Transferees’ PAN Cards for transfer of shares,
b) Surviving joint holders’ PAN Cards for deletion of name of deceased shareholder,
c) Legal heirs’ PAN Cards for transmission of shares,
d) Joint holders’ PAN Cards for transposition of shares.

In compliance with the aforesaid circulars, requests without attaching copies of PAN card, for transfer/deletion/
transmission and transposition of shares of the Company in physical form will be returned under objection.

On behalf of the Board of Directors

Place: Pune Ashokkumar Ruia

Date: 30th July, 2011 Chairman & Managing Director

147
Annual Report 2011
 Notice (Contd.) IMAGINE
CONCEIVE
REALIZE

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956:

ITEM NO. 6
Mr. Pradumna Kanodia was appointed as an Additional Director of the Company on 28th April, 2011 pursuant to the
provisions of Section 260 of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company.
Pursuant to the provisions of Section 260 of the Companies Act, 1956, the term of office of Additional Director
expires at the ensuing Annual General Meeting. A notice along with requisite deposit as required by Section 257 of
the Companies Act, 1956 has been received from a member proposing the appointment of Mr. Pradumna Kanodia
as a Director.

Considering his experience and expertise in the industry, it will be in the best interest of the Company to appoint him
as a Director, liable to retire by rotation. The appointment of Mr. Pradumna Kanodia as a Director of the Company
requires the consent of the shareholders of the Company. The Resolution is therefore recommended for your approval.

Mr. Pradumna Kanodia is concerned or interested in the Resolution at Item No. 6 for his appointment as Director.
None of the other directors of the Company is interested in the said Resolution.

A brief profile of Mr. Pradumna Kanodia is given in the Annexure to the Notice of the Annual General Meeting.

ITEM NO. 7
The term of office of Mr. Kiran Gandhi as the Company’s Whole-Time Director expired on 21st April, 2011. As per the
recommendation of the Remuneration Committee, the Board of Directors of the Company at their meeting held on
28th April, 2011, re-appointed Mr. Kiran Gandhi as the Whole-Time Director of the Company liable to retire by rotation
w.e.f. 22nd April, 2011 for a further period of 3 (three) years on such terms and conditions as may be agreed to
between the Board of Directors and Mr. Kiran Gandhi but subject to the provisions of the Companies Act, 1956, read
with Schedule XIII thereof as amended from time to time.

The aforesaid re-appointment of Mr. Kiran Gandhi as the Whole-Time Director would require the consent of the
shareholders of the Company pursuant to Section 269, 309,311 and other applicable provisions of the Companies
Act, 1956 read with Schedule XIII of the said Act. The said Resolution is therefore, recommended for your approval.

Mr. Kiran Gandhi is concerned or interested in the Resolution at Item No. 7 for his re-appointment as Whole-Time
Director. None of the other Directors of the Company is interested in the said Resolution.

A brief profile of Mr. Kiran B. Gandhi is given in the Annexure to the Notice of the Annual General Meeting.

ITEM NO. 8
Mr. Pradumna Kanodia has contributed extensively in the areas of project financing and banking, thus boosting the
growth of the Phoenix Group. Based on the recommendation of the Remuneration Committee, the Board of Directors
has appointed Mr. Pradumna Kanodia as Director–Finance of the Company, liable to retire by rotation, for a period of
five years with effect from 28th April, 2011.

The said appointment of Mr. Pradumna Kanodia as Director–Finance of the Company without payment of remuneration
would require the consent of the shareholders of the Company pursuant to Section 269 read with Schedule XIII of the
Companies Act, 1956. The Resolution is therefore recommended for your approval.

Mr. Pradumna Kanodia is concerned or interested in the Resolution at Item No. 8 for his appointment as Director-
Finance. None of the other directors of the Company is interested in the said Resolution.

148
The Phoenix Mills Limited
 1 2 3 4 5 6 7 8 9 10
Financials
Standalone Accounts Notice
Notice (Contd.) Consolidated Accounts

ITEM NO. 9
Mr. Shishir Shrivastava has been spearheading the Company’s activities and putting in relentless efforts in the areas
of Projects, Finance, Legal, HR and Strategy of the Company. His sharp financial & legal aptitude and excellent
transactional skills have immensely contributed to the growth of the Company and it would be of great benefit to the
Company and to the Board to avail his expertise as a leader. On the recommendation of the Remuneration Committee,
the Board of Directors has appointed Mr. Shishir Shrivastava as Group C.E.O. & Joint Managing Director of the Company
without payment of remuneration to him by the Company for a period of 5 years with effect from 30th July, 2011.

The said appointment of Mr. Shishir Shrivastava as Group C.E.O. & Joint Managing Director of the Company without
payment of remuneration would require the consent of the shareholders of the Company pursuant to Section 269
read with Schedule XIII of the Companies Act, 1956. The Resolution is therefore recommended for your approval.

Mr. Shishir Shrivastava is concerned or interested in the Resolution at Item No. 9 for his appointment as Group C.E.O.
& Joint Managing Director. None of the other directors of the Company is interested in the said Resolution.

A brief profile of Mr. Shishir Shrivastava is given in the Annexure to the Notice of the Annual General Meeting.

This explanatory statement and the resolution at Item No. 9 of the Notice are and may be treated as an abstract of the
terms of appointment of Mr. Shishir Shrivastava as Group C.E.O. & Joint Managing Director of the Company as required
under section 302 of the Companies Act, 1956.

On behalf of the Board of Directors

Place: Pune Ashokkumar Ruia

Date: 30th July, 2011 Chairman & Managing Director

149
Annual Report 2011
 150
Name Shishir Shrivastava Kiran Gandhi Pradumna Kanodia Sivaramakrishnan Iyer Shribhanu Patki
Age 35 yrs. 66 yrs. 47 yrs. 44 yrs. 48 yrs.
Qualification Graduate from IHM Bangalore B.Com., CA B.Com, CA, CS, PGDM in Sales & B.Com., FCA B.Arch. (Hons)
Marketing Mgmt.
Profile and Experience Mr. Shishir Shrivastava graduated Mr. Kiran Gandhi joined the Mr. Pradumna Kanodia joined Mr. Sivaramakrishnan Iyer is a Mr. Patki has vast experience
from IHM Bangalore and has Company in January 1970 the Company as “Group Chief qualified Chartered Accountant. in the architectural segment.
served the Phoenix Group and at present acts as a guide Financial Officer” in March, He is a practicing partner with He is an associate of the Royal
entities for past 12 years in for the finance, accounts and 2010. He has more than 20 Patel Rajeev Siva & Associates in Institute of British Architects
various capacities. While he tax teams of the Company. years of experience in various Mumbai with special emphasis and a fellow of Indian Institute
was instrumental in shaping He plays an important role in organizations like Kanoria on management audit and of Architects and has lectured
HSP to its current reputation, he maintaining banking and investor Dyechem Ltd., Abir Chemicals consultancy. The Firm also at design colleges in Europe
Notice (Contd.)

also laid the foundations of the relation ships. He also plays Ltd., Focus Infosys India (P) Ltd, specializes in corporate finance and US. He is one of Mumbai’s
service and advisory vertical. an advisory role in the areas of Sobha Developers Ltd. Prior to and advises companies on debt renowned architects with
Since 2008, he has endeavored internal audit and income tax. joining the Phoenix Group, Mr. / equity fund raising, mergers / a number of prestigious
towards the successful He is also involved in various Kanodia was associated with amalgamations, capital structuring projects to his design credit.
culmination of the Shangri-La philanthropic activities and is Panchshil Realty as Group Chief for new / expansion projects etc. He is currently the Managing
Hotel and the four Phoenix an active member of Lions Club Financial Officer. Director of M/s P G Patki
Marketcity projects which are International. He is the Chairman of the Audit Architects Private Limited—a
now being launched in phases. He currently heads the Finance Committee of the Company and reputed architectural firm over
He has been elevated to the and Accounts teams and plays a in this capacity, advises the Board four decades. He is currently
position of Jt. Managing Director key role in fund raising, liaisoning on matters that have strategic and the core architect in-charge of
and continues to oversee several with banks for raising debt, etc. financial implications. designing and conceptualizing
critical functions of the Company the various Phoenix Market
including corporate strategy, debt City projects. He has
and private equity fund raising, graduated from J J school of
investor relations, legal, business Arts with honours.
development, operations and the
Group’s Hospitality Portfolio.
Details of Directorships 1. Pallazzio Hotels & Leisure Ltd. 1. Pallazzio Hotels & Leisure Ltd. 1. Pallazzio Hotels & Leisure Ltd., 1. Edelweiss Trustee Services Nil
held in other companies* Limited
2. IRB Infrastructure Developers
Limited
3. Man Infraconstruction Limited
4. Praj Industries Limited
Details of Chairmanship/ 1. Pallazzio Hotels & Leisure Ltd. 1. Pallazzio Hotels & Leisure Ltd. Nil 1. Man Infraconstruction Limited- Nil
Membership held in – Member of Audit Committee – Member of Audit Committee Chairman of Audit Committee
Committees of other & Investor Grievance
companies Committee
2. Praj Industries Limited-
Chairman of Investor
Grievance Committee.
Shareholding in the 1500 shares Nil Nil Nil Nil
Company

* The list of companies in which the Directors hold directorships exclude private limited companies and foreign companies, if any.
REALIZE
IMAGINE

The Phoenix Mills Limited

CONCEIVE
 THE PHOENIX MILLS LIMITED
Registered Office:
462, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

PROXY FORM
I / We __________________________________________________________________________________________________
of______________________________________________________________________________________________________
being a Shareholder/Shareholders of THE PHOENIX MILLS LIMITED hereby appoint ________________________________
_______________________________________________ of ______________________________________ or failing him/her
_______________________________________ of ____________________________________ as my/our Proxy to attend and
vote for me/us and on my/our behalf at the 106th Annual General Meeting of the Company to be held on Tuesday, the
20th day of September, 2011 at 4 P.M. at Indian Merchants Chamber, 4th Floor, Walchand Hirachand Hall, Churchgate,
Mumbai - 400 020 and at any adjournment thereof.
Regd. Folio. No. _________________ No. of Shares held ________________
Client I.D. No. ___________________ DP. ID. No _______________________
Signed this___________________day of_________________2011
Affix
Re. 1.00
Revenue
Stamp

(Signature)
Note:
1. The Proxy Form should be signed across the stamp as per specimen signature recorded with the Company.
2. The Proxy form duly completed and signed must be deposited at the Registered Office of the Company not less then
48 hours before the time for holding the Meeting.

THE PHOENIX MILLS LIMITED

Registered Office:
462, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

ATTENDANCE SLIP
I/We hereby record my/our presence at the 106th Annual General Meeting of the Company held on Tuesday, the 20th
day of September, 2011 at 4.00 P.M. at Indian Merchants Chamber, 4th Floor, Walchand Hirachand Hall, Churchgate,
Mumbai - 400 020

Name ________________________________________________________________________________________________

Regd. Folio. No. ________________________________________ No. of Shares held ________________________________

Client ID. No. __________________________________________ DP. ID. No. _______________________________________

Name of Proxy/Representative, if any ________________________________________________________________________

Signature of the Shareholder(s)/Proxy/Representative __________________________________________________________

Note: Member/ Proxy attending the Meeting must fill-in this Attendance Slip and hand it over at the entrance of the venue of
this Meeting.

Annual Report 2011

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ANNUAL REPORT 2010-11

Shree Laxmi Woollen Mills Estate,

2nd Floor, R.R Hosiery,
Off Dr. E. Moses Road,
Mahalaxmi, Mumbai - 400 011

www.thephoenixmills.com