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Shaival Reality Ltd.

BSE: 532593 Sector: Infrastructure
NSE: SHAIVAL ISIN Code: INE262S01010
BSE 05:30 | 01 Jan Shaival Reality Ltd
NSE 05:30 | 01 Jan Shaival Reality Ltd

Shaival Reality Ltd. (SHAIVAL) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting their 21st Annual Report of theCompany together with the Financial Statements for the year ended 31st March2017.

a) FINANCIAL RESULTS

The Summarized Financial highlight is depicted below:

(in Rs. Lacs)

Particulars

Standalone

Consolidated

2016-2017 2015-2016 2016-2017 2015-2016
Profit/(Loss) before Taxation 452.37 21.25 506.51 50.87
Tax Expenses (including Deferred Tax) (97.71) 62.16 151.85 63.13
Profit/(Loss) after Taxation 354.66 83.41 354.66 83.41
Add: Balance brought forward 428.95 440.49 428.95 440.49
Less: Depletion in Fixed Assets 19.42 94.95 19.42 94.95
Balance Carried To Balance Sheet 764.20 428.95 764.19 428.95

b) DIVIDEND

The Board feels that it is prudent to plough back the profits for future growth of theCompany and do not recommend any dividend for the year ended 31st March 2017

c) RESERVES

The balance (standalone) in Reserves & Surplus stands at Rs. 1566.73 Lacs incomparison with the Previous year balance of Rs. 1231.49 Lacs.

d) BUSINESS OVERVIEW AND STATE OF COMPANY'S AFFAIRS

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.

e) SUBSIDIARY ASSOCIATES & JOINT VENTURE

The Company has no Subsidiary which exists or has ceased during the period underreview.

However the Company has invested in Joint Ventures namely KCL- SRPL & MCC- SRPLthe details of which can be followed in the notes to the financial statements.

f) SHARE CAPITAL

The Share Capital of the Company comprises of subscribed and paid up capital of1929000 shares of Rs. 10 each. No changes in the share capital of the Company took placeduring the year under review.

g) AUDITORS

a) Statutory Auditors

Pursuant to the provisions of the Companies Act 2013 and rules made thereunder theterm of office of M/s Jaimin Deliwala & Co Chartered Accountants Firm Regd.No.:103861W as the statutory auditor of the Company will conclude from the close of theensuing Annual General Meeting of the Company.

The Board of Director places on record its appreciation on the services provided by M/sJaimin Deliwala & Co Chartered Accountants as the statutory auditors during theirtenure.

Subject to the approval of the members and based on the recommendation of the AuditCommittee the Board recommends the name of M/s Rajpara Associates Chartered AccountantsFirm Regd. No.: 113428W as the Statutory Auditors of the Company for a term of 5 yearscommencing from the end of financial year 31st March 2017 to hold office fromthe end of the ensuing Annual General Meeting till the conclusion of 25thAnnual General Meeting of the Company subject to the ratification of their appointment bythe members at every intervening Annual General Meeting of the Company during their termof office.

b) Secretarial Auditor

The Board has appointed M/s Dhawal Chavda & Associates (Practising CompanySecretary C.P. No. 8689) to conduct the Secretarial Audit for the financial year2016-17.

c) Internal Auditor

The Board has appointed Ms. Vikeeta Kaswala Chartered Accountants as the InternalAuditor of the Company for the year 2017-2018

h) EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY TN THEIR REPORTS

Observations of the Auditors in their report and notes forming part of the Accounts areself-explanatory Management comments to these observations are as follows:

Auditors Observation

This standalone financials does not include the financials of KCL-SRPL JV (KalolProject) in which the company has 40% stake. As informed to us the Operating Partner ofthe JV Katira Construction Limited (KCL) has not prepared the audited financials as ondate of reporting. In absence of this data we are unable to determine the impact ofProfit/Loss of the JV which can have on the profitability of the Company. We are alsounable to determine the impact of Assets/Liabilities of the JV which can have on theBalance sheet of the Company.

Secretarial Observation

The Company has generally complied with the provisions of the Act Rules RegulationsGuidelines etc except e-form regarding modification of charge under the provisions of theCompanies Act 2013 not filed by the Company.

i) DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors

In accordance with the provisions of the Companies Act 2013 Mrs. Sonal M. Desairetires by rotation at the forthcoming Annual General Meeting and being eligible offeredherself for reappointment.

b. Independent Directors

The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as provided in of Section 149(6) of the CompaniesAct 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

c. Key Managerial Personnel

During the year under review the following changes took place in the Key ManagerialPersonnel of the Company:

Ms. Nistha S. Chaturvedi the Company Secretary resigned from the Company due to herpreoccupations effective from 27th October 2016 and Ms. Priyanka Choubey(Membership No.: A29454) has been appointed as the Company Secretary & ComplianceOfficer of the Company w.e.f the same date.

j) SECRETARIAL AUDIT REPORT

The report of the Secretarial Auditors M/s Dhawal Chavda & Associates (PractisingCompany Secretary C.P. No. 8689) is enclosed as Annexure- A of this report.

k) INTERNAL CONTROL SYSTEMS AND THETR 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 serious observation is received from theInternal auditor of the Company for inefficiency and inadequacy of such controls.

l) 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 WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OFTHE 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.

m) 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's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2 as Annexure B.

n) PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act readwith the Companies (Accounts) Rule 2014 is appended as Annexure C to this Report.

o) HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

p) DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 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; and

(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.

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

q) 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 evolve processes and systems to control and minimize it.With regular check and evaluation business risk can be forecasted to the maximum extentand thus corrective measures can be taken in time.

r) DISCLOSURES

a) Extract of Annual Return

Extract of Annual Return of the Company in form MGT-9 as required under Section 92(3)of the Companies Act 2013 as annexed as Annexure D of the Report.

b) No. of Meetings of the Board

During the financial year under review 6 (Six) meetings of the Board of Directors wereheld. These were held on 30th May 2016 3rd August 2016 27thOctober 201615th November 2016 6th December 2016 & 1stFebruary 2017.

c) Composition of Audit Committee

The Audit Committee of the Company comprises of 3 (three) Independent Directorsnamely:

a) Mr. Ashish Navnitlal Shah

b) Mr. Ashish Jashwantbhai Desai

c) Mr. Himanshu Ajaybhai Shah

All the recommendations made by the Audit Committee were accepted by the Board. Thedetails regarding the meeting held attendance etc. of the Committee are provided in theCorporate Governance Report.

d) Vigil Mechanism/ Whistle Blower Policy

The Board of Directors at its meeting dated 26th May 2017 has adopted aVigil Mechanism/ Whistle Blower Policy of the Company which provides a channel to theemployees and Directors to report to the management concerns about unethical behavioractual or suspected fraud.

The Vigil Mechanism/Whistle Blower Policy can be accessed at the Company's Website:www.shaivalgroup.ooo

e) Particulars of Loans Given Investments Made And Guarantee Given

The particulars of loans given investments made and guarantee given if any undersection 186 of the Companies Act 2013 has been given in the Financial Statement.

f) Particulars of Employees' & Directors' Remuneration

The Company has no employee who is in receipt of remuneration more than Rs. 1.02 croreper annum or Rs. 8.5 lac per month in the financial year under review.

The information required under section 197 of the Companies Act 2013 and Rule 5(1) and5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014has been annexed as Annexure E. of the Report.

g) Obligation of company under the Sexual Harassment of Women at Workplace (PreventionProhibition 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 under review.

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

h) Miscelleneous

1. The Company had not accepted/ held/ any deposits from public/shareholders during theyear under review.

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

20. BOARD EVALUATION & NOMINATION AND REMUNERATION POLICY

As per the provisions of the Companies Act 2013 the formal annual evaluation wascarried out for the Board's own performance its committee & directors on the basisof attendance contribution and various criteria as recommended by the Nomination andRemuneration Committee of the Company.

The Board has also evaluated the composition of Board its committees experience andexpertise performance of specific duties and obligations governance issues etc. TheDirectors expressed their satisfaction with the evaluation process.

The performance of each of the non-independent directors (including the chairperson)was also evaluated by the Independent Directors at their separate meeting.

The Nomination & Remuneration policy recommended by the Nomination &Remuneration Committee has been annexed as Annexure F of the Report.

i) MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE CERTIFICATE

Pursuant to Schedule V of 34 (3) of Listing Regulations a report on ManagementDiscussion and Analysis and Corporate Governance Certificate from M/s Dhawal Chavda &Associates Practising Company Secretary forms part of this Annual Report for the yearended 31st March 2017.

j) 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 Director 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

Mayur Mukundbhai Desai Sonal Mayurbhai Desai
Managing Director Director
DIN:00143018 DIN:00125704
Place: Ahmedabad
Dated:

Jagdishbhai Nagindas

Limbachiya Priyanka Choubey

Chief Financial Officer Company Secretary

Membership No.A29454