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Shaival Reality Ltd.

BSE: 532593 Sector: Infrastructure
NSE: SHAIVAL ISIN Code: INE262S01010
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Shaival Reality Ltd. (SHAIVAL) - Director Report

Company director report

BOARD Rs. S REPORT

To

The Members

Shaival Reality Limited

Your Directors have pleasure in presenting their 20th Annual Report of the Companyalong with the Audited Accounts for the year ended 31st March 2016.

1. FINANCIAL RESULTS

The Summarized Financial highlight is depicted below:

(Rs. in Lakhs)

Particulars 2015-2016 2014-2015
Profit/(Loss) before Taxation 21.25 (320.46)
Less: Depreciation 476.95 441.11
Less : Provision for Current Tax NIL NIL
Add : Provision for earlier years NIL NIL
Less: Deferred Tax 62.16 63.13
Profit/(Loss) after Taxation 83.41 (257.33)
Less: Depletion in F. Assets 94.95 69.50
Add: Balance brought forward 440.49 767.32
BALANCE CARRIED TO BALANCE SHEET 428.95 440.49

2. DIVIDEND

Pursuant to the loss incurred by the Company and with a view to conserve resources theDirectors do not recommend any dividend for the year ended March 31 2016.

3. RESERVES

The Balance in Reserves & Surplus stands at Rs. 1231. 49 Lakhs in comparison withthe previous year balance of Rs. 800.49 Lakhs.

4. SUCCESSFUL INITIAL PUBLIC ISSUE

Your Directors are pleased to inform you that the Initial Public Offering (IPO) of theCompany was successfully completed. The company entered the capital market with its maideninitial public offering (IPO) of 528000 equity shares of face value of Rs. 10 and at apremium of Rs. 90/- per share aggregating to Rs. 5.28 crores. The issue opened forsubscription on September 15 2015 and closed on Sep 18 2015 and was oversubscribed by1.20 times. The equity shares have been listed on the SME Emerge Platform of NationalStock Exchange of India Ltd (NSE) w.e.f October 01 2015. Consequently the Company Rs. spaid up capital has increased from Rs.14010000/- to Rs.19290000/-.

5. OPERATIONS

Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.

6. SHARE CAPITAL

The Paid–up Capital of the Company as on March 312015 was Rs. 14010000/-comprising of 1401000 equity shares of Rs.10/- each. During the year under review theCompany has issued 528000 Equity Shares of Rs. 10/- Each at Premium of Rs. 90 /- pershare to public via IPO.

7. DEPOSITORY SYSTEM

Your Company Rs. s equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services India Limited.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there were no change in the Board and the Key ManagerialPersonnel of the Company.

9. COMMITTEES FORMED

During the year under review the following committees have been formed by the Company:a) Audit Committee b) Stakeholder Relationships Committee c) Nomination and RemunerationCommittee

The details of all the Committees of the Board along with their composition andmeetings held during the year are provided in the Report on Corporate Governance whichforms part of this Annual Report.

10. NO. OF MEETINGS HELD

The details of the meeting of the Board along with their composition and meetings heldduring the year are provided in the Report on Corporate Governance which forms part ofthis Annual Report.

11. BOARD EVALUATION

The Companies Act 2013 states that a formal annual performance evaluation needs to bemade by the Board of its own performance the directors individually as well as theevaluation of its Committees. As per Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board.

12. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the has appointed M/s. Sagar R. Sharma& Co. Practicing Company Secretaries Ahmedabad (CP No. 8549) as a SecretarialAuditors of the Company. The report of the Secretarial Auditors is enclosed as AnnexureII to this report. The report is self-explanatory and do not call for any furthercomments.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per the provision of Section 138 of the Companies Act 2013 the Company has deviseda proper system to check the internal controls and functioning of the activities andrecommend ways of improvement. Internal Audit is carried out on timely and the report isplaced in the Audit Committee Meeting and Board meeting for consideration and directions.The internal financial controls with reference to financial statements as designed andimplemented by the Company. During the year under review no material or seriousobservation is received from the Internal Auditor of the Company for inefficiency andinadequacy of such controls.

14. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure – I.

15. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No Significant and material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report likesettlement of tax liabilities operation of patent rights depression in market value ofinvestments institution of cases by or against the company sale or purchase of capitalassets or destruction of any assets etc.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPARTING THE GOING CONCERN STATUS AND COMPANY Rs. OPERATION IN FUTURE

There are no Significant and material orders passed by regulators or courts ortribunals imparting the going concern status and Company Rs. operation in future.

17. DEPOSITS

Your Company did not accept/ hold/ any deposits from public/shareholders during theyear under review.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm Rs. s length transactions under third proviso thereto shall bedisclosed in Form No. AOC-2. (in Annexure III)

19. PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS

The Company has not given any loan or guarantee covered under provision of Section 186of the Companies Act 2013.

20. CORPORATE GOVERNANCE CERTIFICATE

The Company practices a culture that is built on core values and ethical governancepractices and committed to transparency in all its dealings. A Report of CorporateGovernance along with the certificate from Secretarial Auditor M/s. Sagar R. Sharma &Co. Practicing Company Secretaries Ahmedabad (CP No. 8549) regarding compliance ofcondition of Corporate Governance as is annexed to this report and form part of thisreport.

21. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2016.

22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In accordance with Sexual Harassment of Women at Work place (Prevention Prohibitionand Redressal) Act 2013 and the rules framed their under the Company has formed anInternal Complaints Committee and also framed and adopted the policy for Prevention ofSexual Harassment at Workplace. The following is the summary of Sexual Harassmentcomplaints received and disposed off during the year 2015-16.

No. of Complaints received : NIL No. of Complaints Disposed off : NIL

23. PARTICULARS OF EMPLOYEES CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

During the year under review the Company had no employee drawing remunerationexceeding the prescribed limits under the Companies Act 2013. The particulars in respectof conservation of energy technology absorption and foreign exchange earnings and outgo asrequired under Section 134(3)(m) of the Companies Act read with the Companies (Accounts)Rule 2014 is appended as Annexure IV to this Report.

24. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invest in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

25. DIRECTORS Rs. RESPONSIBILITY STATEMENT

The Directors Rs. Responsibility Statement referred to in clause (c) of sub-section (3)of Section 134 of the Companies Act 2013 shall state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

26. RISK MANAGEMENT

Pursuant to Section 134 (3)(n) of the Companies Act 2013 a Risk Management Policyhas been framed by the Board at its meeting dated May 30 2016. In terms of therequirement of the Act the Board has developed and implemented the Risk Management Policyand the Board reviews the same periodically. Our senior management identifies and monitorsthe risk on regular basis and evolves process and system to control and minimize it. Withregular check and evaluation business risk can be forecasted to the maximum extent andthus corrective measures can be taken in time.

27. LISTING WITH STOCK EXCHANGES

Shaival Reality Limited got its shares listed on the SME Emerge Platform of NSE Limitedon October 1 2015.The listing fees has been duly paid to the exchange.

28. ACKNOWLEDGEMENTS

Your Directors takes this opportunity to thanks to all Government Authorities BankersShareholders Registrar & Transfer Agents Investors and other Stakeholders for theirassistance and co-operation to the Company. Your Directors express their deep sense ofappreciation and gratitude towards all employees and staff of the company and wish themanagement all the best for further growth and prosperity.

For & on behalf of the Board
Sd/- Sd/-
Mayur M. Desai Shaival M. Desai
Place: Ahmedabad Managing Director Director
Dated: 3rd August 2016 DIN: 00143018 DIN: 00125704
Sd/- Sd/-
Jagdishbhai N. Limbachiya Nishtha S. Chaturvedi
Chief Financial Officer Company Secretary
Mem. No. A30548