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Brand Realty Services Ltd.

BSE: 531203 Sector: Infrastructure
NSE: N.A. ISIN Code: INE819G01012
BSE 00:00 | 20 Dec Brand Realty Services Ltd
NSE 05:30 | 01 Jan Brand Realty Services Ltd
OPEN 55.10
PREVIOUS CLOSE 55.10
VOLUME 2
52-Week high 58.00
52-Week low 55.10
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 1.00
Sell Price 55.10
Sell Qty 16.00
OPEN 55.10
CLOSE 55.10
VOLUME 2
52-Week high 58.00
52-Week low 55.10
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 1.00
Sell Price 55.10
Sell Qty 16.00

Brand Realty Services Ltd. (BRANDREALTY) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 25th Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe Financial Year ended 31st March 2019.

FINANCIAL HIGHLIGHTS

(Rupees in lakhs)

PARTICULARS 2018-2019 * 2017-2018
Income/(Loss) from Operation 2.14 101.87
Expenditure 105.25 198.85
Profit/(Loss) before Depreciation and Tax (103.11) (96.98)
Depreciation 12.30 20.87
Profit/(Loss) after Depreciation but before Tax (115.41) (117.85)
Tax Expenses 53.04 (30.85)
Profit/(Loss) for the year (62.38) (86.99)
Earning Per Equity Share
Basic (2.08) (2.90)
Diluted (2.08) (2.90)

COMPANY PERFORMANCE

The Company has prepared the Financial Statements as per the IND AS prescribed by theInstitute of Chartered Accountants of India (ICAI). The over all performance for thefinancial year ended 31st March 2019 was satisfactory. The loss of companyincurred during the year were amounted to Rs. 62.38 lakhs as compared to previous yearloss of Rs. 86.99 Lakhs. However your Directors are confident that the company will domuch better in future and trying its level best to further improve its performance.

DIVIDEND

No dividend on equity shares has been recommended by the Board for the year ended 31stMarch 2019 considering the future plans of the Company.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public fallingwithin the preview of Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rule 2014 during the year. There is no unclaimed or unpaid deposit lying withthe Company.

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review there was no change in the nature of the business ofthe Company.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments occurred which may affect the financial positionof the Company between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.

SHARE CAPITAL

(A) Authorized Share Capital

The Authorized Share Capital of the Company stands at Rs.160000000/-(divided into16000000 Equity shares of Rs. 10/- each). During the year there has been no change inthe Authorized Share Capital of the Company.

(B) Paid-up Share Capital Equity

The paid up Share Capital of the Company stands at Rs.30044000/- (divided into3004400 Equity shares of Rs. 10/- each). During the year there has been no change inthe paid up Share Capital of the Company. The Company has neither issued shares withdifferential rights as to dividend voting or otherwise nor issued shares (including sweatequity shares) to the employees or Directors of the Company under any scheme.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIALPOSITION

The Company does not have any Subsidiaries Joint Ventures and Associate Companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a)Board of Directors:

In accordance with the provisions of the Section 152(6) of the Companies Act 2013Mrs. Aruna Manchanda (DIN: 00027965) will retire by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers herself for re-appointment as Director.The Board recommends her re-appointment. During the period under review Mr. SurendraKancheti resigned from the post of Independent Director w.e.f. 29th May 2018and Mr. Munish Bhardwaj was appointed as an Additional Director w.e.f. 29th May2018 and whose term of office is upto the date of this AGM

in accordance with the provisions of Articles of Association and Companies Act 2013.Further the Company has received notice under Sec 160 proposing his candidature forDirectorship the matter for appointing him as an Independent Director not liable to beretire by rotation. He is also holding 42479 equity shares (1.4139%) in the Company

(b)Key Managerial Personnel (KMP):

During the period there were changes took place in the composition of the Key

Managerial Personnel:

Mr Vikal Madan was appointed as Company Secretary & Compliance Officer in his placew.e.f. 20/04/2018. He has resigned from the Office of Company Secretary and ComplianceOfficer w.e.f. 15/09/2018. Ms. Jyoti Sharma was appointed as Company Secretary andCompliance Officer in his place w.e.f. 20/09/2018. However she also tender her resignationw.e.f. 30/04/2019.

(c)Board Evaluation

Pursuant to the Companies Act 2013 and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has carried out an annual evaluation of its own performance Board Committeesand of individual directors.

The evaluation process focused on various aspects of the board and is committees suchas the size structure composition and expertise of the board frequency of meetingseffective discharge of functions and duties by Board and Committee prescribed under thelaw and as per terms of reference in case of the committees ensuring the integrity ofthe company's accounting and financial reporting systems independent audit internalaudit and risk management systems (for Board and Audit Committee) working in theinterests of all the stakeholders of the company and such other factors.

The performance of the board and committees was evaluated by the board after seekinginputs from all the directors.

(d)Independent Directors' Declaration

As required under Section 149(7) of the Companies Act 2013 read with Schedule IV ofCompanies Act 2013 the Company has received a confirmation/declaration from each of theIndependent Directors stating that they meet the criteria of independence. The followingNon-Executive Directors of the Company are independent in terms of Section 149(6) of theCompanies Act 2013 and the Listing Regulations:

1. Mr. Munish Bhardwaj

2. Mr. Nalin Mohan Mathur

Based on the confirmations received none of the Directors are disqualified for beingappointment/re-appointment as directors in terms of Section 164 of the Companies Act2013.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2018-19 Seven (7) Board Meeting were convened and held as on20/04/2018 30/04/2018 30/05/2018 01/06/2018 30/06/2018 31/08/2019 31/12/2018. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015.

AUDIT COMMITTEE [Section 177 of the Companies Act 2013 and Companies (Meetings ofBoard and its Powers Rules 2014)]

The primary objective of the Committee is to ensure accurate and timely disclosureswith the highest levels of transparency integrity and quality of financial reporting.

The Audit Committee has been reconstituted on 29/05/2018 due to resignation of Mr.Surendra Kancheti from the post of Independent Director w.e.f. 29th May 2018and Mr. Munish Bhardwaj was appointed as an Additional Director (Independent) w.e.f. 29thMay 2018.

The Committee met four times during the year. As of the date of this report theCommittee is comprised of three directors namely Mr. Kamal Manchanda (Chairman) Mr.Munish Bhardwaj and Mr. Nalin Mohan Mathur (Members) of the Company.

Meetings

During the financial year 2018-19 Four (4) meetings of the Audit Committee were heldas detailed herein below. The gap between two meetings did not exceed four /months.

The details of the meetings held and the attendance thereat of the Members of the AuditCommittee are as detailed herein below:

ATTENDANCE
Date of meeting Mr.KamalManchanda Mr. Munish Bhardwaj Mr.Nalin Mohan
Mathur
29/05/2018
31/07/2018
05/11/2018
31/01/2019

NOMINATION AND REMUNERATION COMMITTEE [Section 178 of the Companies Act 2013 andCompanies (Meetings of Board and its Powers Rules 2014)]

Nomination and Remuneration Committee of the Board has been reconstituted as persection 178 of the Companies Act 2013 and Rule 6 of the Companies (Meetings of Board andits Powers) Rules 2014. The Nomination and Remuneration Committee shall determinequalifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration of the directors Key Managerial Personnel andother employees.

The Nomination and Remuneration Committee has been reconstituted on 29/05/2018 due toresignation of Mr. Surendra Kancheti from the post of Independent Director w.e.f. 29thMay 2018 and Mr. Munish Bhardwaj was appointed as an Additional Director (Independent)w.e.f. 29th May 2018.

As of the date of this report the Committee is comprised of three directors namelyMrs. Aruna Manchanda (Chairman) Mr. Munish Bhardwaj and Mr. Nalin Mohan Mathur (Members)of the Company.

Meetings

During the financial year 2018-19 the Committee met once. The details of the meetingsheld and the attendance there at of the Members of the Nomination and RemunerationCommittee are as detailed herein below:

ATTENDANCE

Date of meeting Mrs. Aruna Mr. Munish Mr. Nalin Mohan
Manchanda Bhardwaj Mathur
29/05/2018

STAKEHOLDER RELATIONSHIP COMMITTEE [Section 178 of the Companies Act 2013 andCompanies (Meetings of Board and its Powers Rules 2014)]

The composition of the Stakeholders Relationship Committee (SRC) is in line with theSection 178 of the Act read with Regulation 20 of LODR.

The Stakeholder Relationship Committee has been reconstituted on 29/05/2018 due toresignation of Mr. Surendra Kancheti from the post of Independent Director w.e.f. 29thMay 2018 and Mr. Munish Bhardwaj was appointed as an Additional Director (Independent)w.e.f. 29th May 2018.

As of the date of this report the Committee is comprised of three directors namelyMrs. Aruna Manchanda (Chairman) Mr. Munish Bhardwaj and Mr. Nalin Mohan Mathur (Members)of the Company.

It looks after the stakeholders grievances and redressal of investors' complaintsrelated to transfer of shares non receipt of balance sheet non receipt of dividend etc.

Meetings

As there was no transaction during the Year the Stake Holder Relationship Committeedid not met during the Financial Year 2018-19.

RISK MANAGEMENT COMMITTEE

The risk management committee of the Company is constituted in line with the provisionsof Regulation 21 of SEBI Listing Regulations.

The Risk Management Committee has been reconstituted on 29/05/2018 due to resignationof Mr. Surendra Kancheti from the post of Independent Director w.e.f. 29th May2018 and Mr. Munish Bhardwaj was appointed as an Additional Director (Independent) w.e.f.29th May 2018.

The Committee comprises of Mr. Kamal Manchanda Whole Time Director as the Chairman ofthe Committee and Mrs. Aruna Manchanda Non- Executive Director Mr. Munish Bhardwajrespectively as the Members of the Committee. The Composition of the Committee is as perRegulation 21 of the Listing Regulations 2015. The Chief Risk Officer is a permanentinvitee to the Committee.

Meetings

During the financial year 2018-19 the Committee has met once. The details of meetingsheld and the attendance thereat of the members of the Committee are given herein below:

Date of meeting Mr. Kamal Mrs. Aruna Mr. Munish
Manchanda Manchanda Bhardwaj
29/05/2018

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to the Provisions of Section 149(6) read with Schedule IV to the CompaniesAct 2013 a separate meeting of the Independent directors is required to be held duringthe year to inter-alia

a)reviewed the performance of non-independent directors and the board of directors as awhole;

b)reviewed the performance of the Chairperson of the Company taking into account theviews of executive directors and non-executive directors;

c)assessed the quality quantity and timeliness of flow of information between themanagement of the Company and the Board of Directors that is necessary for the Board ofDirectors to effectively and reasonably perform their duties.

During the year one meeting of the Independent Directors was held on 29.05.2018 withoutthe attendance of non independent directors and members of management. All the independentdirectors attended the meeting.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 regarding employees is given in "Annexure-1".

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the Annual Accounts of the Company forthe year ended 31st March 2019 that:

a)in the preparation of the annual accounts for the financial year ended March 312019 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures;

b)the directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2019 and of the loss ofthe Company for that period; c)the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d)the directors have prepared the annual financial statements on a going concern basis;

e)the directors have laid down Internal Financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingefficiently; and

f)the directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has put in place necessary internal financial controls which are adequateand are operating effectively. The controls are adequate for ensuring the orderly andefficient conduct of the business completeness of accounting records and timelypreparation of reliable financial information besides adherence to the Company'spolicies safeguarding of assets prevention and detection of frauds and errors accuracyetc.

DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditors including cost auditor andsecretarial auditor of the Company as per Section 134 (3) (ca) of the Companies Act 2013read with Companies (Amendment) Act 2015.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Loans Guarantees and Investments are within the limits of provisions ofSection 186 of the Companies Act 2013 and rules made there under. There has been nodefault in repayment of deposits or payment of interest thereon during the financial yearended on 31st March 2019. Further there are no deposits which are innon-compliance with the requirements of Chapter V of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

Related party transactions entered during the period under review are disclosed in theNote 23 of the Financial Statements of the company for the financial year ended March 31

2019. These transactions entered were at an arm's length basis and in the ordinarycourse of business. There were no materially significant related party transactions withthe

Company's Promoters Directors Management or their relatives which could have had apotential conflict with the interests of the Company.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website.

DISCLOSURE UNDER SUB- SECTION (3) OF SECTION 134 OF COMPANIES ACT 2013 READ WITH RULE8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014

A. CONSERVATION OF ENERGY

Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy.

B.TECHNOLOGY ABSORPTION

Your Company actively pursues a culture of technology adoption leveraging on theadvancement to serve customers better manage process efficiently and economically andstrengthen control systems. The Company has maintained a technology friendly environmentfor its employees to work in. In keeping with the current trends in the areas of digitalmarketing and social media the Company has effectively used these avenues in positioningitself in the market place and gain better Customer engagement.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earnings and outgo in foreign exchange during the year under review.

The details forming part of the extract of Conservation of Energy TechnologyAbsorption is annexed herewith as "Annexure 2".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S

OPERATIONS IN FUTURE

Your directors confirm that no significant and/or material order(s) had been passedagainst the Company during the financial year 2018-19 which may adversely impact thestatus of ongoing concern and operations in future of the Company.

POLICIES

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite www.brandrealty.in

The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement. In addition to its Code of Conduct and Ethics key polices thathave been adopted by the company are as follows:

S. No. Name of the Policy Brief Description
1. Whistle blower Policy (Policy on Vigil Mechanism) Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
[Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulation 2015] Regulation 2015 the Company has adopted a Whistle Blower Policy which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behaviour actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimisation of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

 

2. Nomination Remuneration & Evaluation policy The Board has on the recommendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy which inter-alia lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company along with the criteria for determination of qualifications positive attributes independence of a director and remuneration of Directors KMPs and other employees and their evaluation and includes other matters as prescribed under the provisions of Section 178 of Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.The same is attached in the report as "Annexure 3".
[Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]
3. Prevention Prohibition & Redressal of Sexual Harassment of Women At Workplace The Company has in place a Policy on Prevention Prohibition & Redressal of Sexual Harassment of Women at Workplace. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. During the year the Company has not received any compliant of sexual harassment.
4. Risk Management Policy Your Company has formulated and adopted a Risk Management Policy.
The Board of Directors is overall responsible for identifying evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation.
5. Related Party Transaction Policy Related Party Transaction Policy as formulated by the Company defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions.
[Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]
6. Insider Trading Policy The Policy provides the framework in dealing with securities of the company.
7. Document Retention and Archival Policy Pursuant to SEBI (LODR) Regulations 2015 it mandates that every listing entity shall formulate a policy for preservation of documents and Regulation 30(8) of the Regulations is also required to have an archival policy on archiving all information disclosed to stock exchange(s) and the same being hosted on the Company's website.
[Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]
8. Materiality Disclosure Pursuant to SEBI (LODR) Regulations 2015 it mandates that every listed entity shall make disclosure of any events or information which in the opinion of the Board of Directors of the listed company is material and the same being hosted on the Company's website.
Policy
[Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]

AUDITORS

Statutory Auditor and report

M/S Shyam Rastogi & Co. Chartered Accountants having ICAI Firm Registration No.506951C is proposed to be appointed as the Statutory Auditor of the Company in place ofthe retiring Auditor M/s Bansal Anupam & Co. Chartered Accountants having ICAI FirmRegistration No. 005315C to hold office for a period of three years from the conclusionof this 25th Annual General Meeting until the conclusion of the 28thAnnual General Meeting of the Company to be held in year 2022 on such remuneration as maybe mutually agreed upon between by the Board of Directors and the Statutory Auditors.

The observations made by the auditors are self explanatory and have also been furthersimplified in the notes to accounts.

Secretarial Auditor and report

As required under section 204 of the Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company is required to appoint aSecretarial Auditor for auditing secretarial and related records of the Company.

Accordingly M/s Parveen Rastogi & Co. Practicing Company Secretaries wasappointed as Secretarial Auditor for carrying out the secretarial audit of the Company forthe Financial Year 2018-19. The secretarial audit report for the financial year ended 31stMarch 2019 is annexed with the Board's report as "Annexure 4".

Internal Auditor

M/s J.K. Jain & Co. Chartered Accountant having its office at Delhiwas appointed as Internal Auditor of the Company for the F.Y. 2018-19 according to Section138 of the Companies Act read with Companies (Accounts) Rules 2014 to carry out theroles and responsibilities during the current financial year which are as follows: TheInternal Audit Department conducts comprehensive audit of functional areas and operationsof the Company to examine the adequacy and compliance with policies procedures statutoryand regulatory requirements. Significant audit observations and follow up actions thereonare reported to the Audit Committee. The Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations. The audit function maintains its independence andobjectivity while carrying out assignments. It evaluates on a continuous basis theadequacy and effectiveness of internal control mechanism. The function also proactivelyrecommends improvement in policies and processes suggests streamlining of controlsagainst various risks.

Your Company has laid down set of standards processes and structure which enables itto implement internal financial control across the Company and ensure that the same areadequate and operating effectively.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE

REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY INTHEIR REPORTS

The notes on account referred to in Auditor's Report are self-explanatory andtherefore do not call for any further comments under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014. The secretarial Audit Report does notcontain/ contains any qualification reservations or other remarks.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has comply with all the applicable mandatory Secretarial Standards issuedby the Institute of Company Secretaries of India and approved by the Central Governmentunder Section 118(10) of the Companies Act 2013.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return i.e. Form MGT 9 as prescribed under sub-section (3)of section 92 of the Companies Act 2013 read with Rule No 12 of Companies (Management andAdministration) Rues 2014 shall form part of the Board's report and are attachedherewith as "Annexure-5" to this report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria as laid down under Section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014 therefore there was no requirement to constitute and formulate a committee underCorporate Social Responsibility.

LISTING

Equity Shares of your Company are listed presently at BSE Limited (BSE). The AnnualListing Fees for the F.Y. 2018-19 have been paid to the concerned Stock Exchange.

DEMATERAILIZATION OF SHARES

Equity shares of the company can be traded in dematerialized form only. The company hasestablished connectivity with National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) through its Registrars & Share TransferAgents. The

ISIN allotted in respect of equity shares of Rs. 10/- each of the Company by NSDL/CDSLis INE819G01012.

Sr. No. Particulars No. of Shares % of Shares
1. Held on dematerialized Form in CDSL 313803 10.44%
2. Held on dematerialized Form in NSDL 2400247 79.90%
3. Physical 290350 9.66%
Total 3004400 100%

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis report is appendedherein. The said report is part of the annual report as "Annexure-6".

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations 2015) as its equity share capital is less than Rs. 10 Crore andNet Worth is not exceeding Rs. 25 crores as on the last day of the previous financialyear.

WHOLE TIME DIRECTOR CERTIFICATE

In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation& Disclosure Requirements) Regulation 2015 the certificate from Whole Time Directorhad been obtained and is attached in the said annual report as "Annexure-7"

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations2015 the Company has formulated "Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information" and "Code of Conduct toRegulate Monitor and Report Trading by Insiders". "Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information" prescribesthe framework for fair disclosure of events and occurrences that could impact pricediscovery in the market for securities of the

Company and "Code of Conduct to Regulate Monitor and Report Trading byInsiders" has been formulated to regulate monitor and report trading by employeesand other connected persons of the Company.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Board of Directors has approved a Code of Conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. All the Board Members and the SeniorManagement personnel have confirmed compliance with the Code. All Management personnel arebeing provided appropriate training in this regard.

APPRECIATION AND AKNOWLEDGEMENTS

We thank our customers business associates and bankers for their continued supportduring the Financial Year. We also place on record our sincere appreciation for theenthusiasm and commitment of Company's employees for the growth of the Company and lookforward to their continued involvement and support.

By Order of the Board

For BRAND REALTY SERVICES LIMITED

Sd/- Sd/-
PLACE: DELHI Kamal Manchanda Aruna Manchanda
DATE: 30/08/2019 (Whole Time Director) (Director)
DIN: 00027889 DIN: 00027965