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Rajsanket Realty Ltd.

BSE: 512409 Sector: Infrastructure
NSE: N.A. ISIN Code: INE314F01016
BSE 05:30 | 01 Jan Rajsanket Realty Ltd
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Rajsanket Realty Ltd. (RAJSANKETREALTY) - Director Report

Company director report

To

The Members

Rajsanket Realty Limited.

Your Directors present their 34th Annual Report and the Audited AnnualAccounts for the year ended 31st March 2019.

1. Financial Performance:

The Company's Financial Performance for the financial year ended on 31st March 2019under review along with previous years figures are given hereunder:

(Amount in Rs.)
Particulars F. Y. 2018-19 F. Y. 2017-18
(As at 31/03/2019) (As at 31/03/2018)
Total Income 334168847 1169377559
Less: Total Expenses 443886084 1230379047
Profit /(Loss) before tax (109717237) (61001487)
Current tax - -
Deferred tax (16695299) (12505127)
Profit /(Loss) for the year after tax (93021938) (48496360)

2. Dividend:

Your Directors do not recommend any dividend for the financial year ended 31stMarch 2019.

3. Transfer To Reserves:

During the year under review no amount has been transferred to reserves.

4. Transfer of unclaimed dividend to investor education and protection fund:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in previous years.

5. Share Capital:

Issue of equity shares with differential rights

During the financial year under review there was no issue of equity shares withdifferential rights in terms of rule 4 (4) of Companies (Share Capital and Debentures)Rules 2014.

Issue of sweat equity shares:

During the financial year under review there was no issue of sweat equity shares asprovided in rule 8 (13) of Companies (Share Capital and Debentures) Rules 2014.

Buy back of securities:

The company has not bought back any of its securities during the year under review.

Issue of bonus shares:

No bonus shares were issued during the year under review.

Issue of shares under employees stock option plan:

The company has not provided any stock option scheme to the employees.

6. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.

7. Human Resources:

Employees are the key assets of the Company and the Company has created a healthy andproductive work environment which encourages excellence. Your Company has put in place ascalable requirement and human resource management process which enables it to attractand retain employees of the high caliber. The Company continuously invests in trainingstaff in the latest technology.

8. Risk Management Policy:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. TheCompany's internal control systems are commensurate with the nature of its business andthe size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.

9. Internal Financial Controls with reference to Financial Statements:

The Company has in place adequate internal control with reference to financialstatements. The Board has adopted the policy and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets the prevention and detection of errors and fraud the accuracyand completeness of the accounting records.

10. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act 2013 your directors to the bestof their knowledge and ability confirm that:

(a) in the preparation of the annual accounts for the year ended March 31st2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(b) they have selected such accounting policies have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 31st2019 and of loss of the Company for the year ended on that date;

(c) they have taken proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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.

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

11. Directors and Key Managerial Personnel:

During the year under review the shareholders of the Company as at their 33rdAnnual General Meeting (AGM) held on 28th September 2019 approvedre-appointed of Mr. Haresh Kumar V. Suataria as Whole Time Director for a period of 3(Three) years with the effect from 01st April 2018 to 31st March 2021 and also approvedre-appointed of Mr. Anuj M. Patel as Director of the Company whose office was liable toretires by rotation.

None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The Company has receiveddeclarations from Independent Directors of the Company stating that they have meetcriteria of independence as mentioned under Section 149(6) of the Companies Act 2013.

Performance Evaluation of the Board Committees and Director

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance performance of Individual Directors and the working of its Committees.

The Director made a self-assessment of their effectiveness in terms of attendancecontribution at Meetings and guidance/support extended to the Management outside Board/Committee Meetings. The feedback received from the Directors was discussed and reviewed bythe Independent Directors and also shared with Nomination and Remuneration Committee.

Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and SEBI (Listing ObligationsAnd Disclosure Requirements) Regulations 2015.

Remuneration Policy:

This policy on nomination and remuneration of Directors Key Managerial Personnel andSenior Management has been formulated by the Nomination and Remuneration Committee andapproved by the Board of Directors in compliance with Section 178 of the Companies Act2013 read along with the applicable rules thereto and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015. This policy lays down the criteria fordetermining qualifications positive attributes and independence of directors andselection and appointment of Directors Senior Management and their remuneration andevaluation of Independent Director and the Board. This policy also includes the Policy onBoard diversity.

Number of Meetings of the Board:

During the year under review Seven Meeting of the Board of Directors were held. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

12. Audit Committee Composition

The Composition of the Audit Committee of the Company is as follows:

1. Shri. Jignesh P. Waghela – Chairperson of the Committee

2. Smt. Nayna S. Desai – Member of the Committee

3. Shri. Haresh Kumar V. Sutaria - Member of the Committee

13. Details of establishment of vigil mechanism for director and employees:

The Company had adopted a Whistle Blower Policy ("the Policy") as requiredunder Section 177(9) of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015. The Policy has been formulated with a view toprovide a mechanism for directors and employees of the Company to approach the EthicsCounsellor/Chairman of the Audit Committee of the Company in case of any concern.

14. Contracts and Arrangements with Related Parties:

During the year under review the Company has not entered into any contract/arrangement/transaction with related parties.

15. Particulars of Loans given Investments made Guarantees given and Securitiesprovided:

During the year the Company has given the loans under section 186 of the Companies Act2013 and details of which are as under:

Sr. No. Name of Entity/Firm to whom loan given Net Amount in Rupees of Loan Given
1. Krisha Enterprises Private Limited 95485000/-
2. Rajesh Investment 2594734/-

However during the year under review there were no guarantees given investments madeand securities provided by the company under Section 186 of the Companies Act 2013.

16. Particulars of Employees:

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedherewith as Annexure "A" to this report.

However the company does not have any employee who is in receipt of remuneration whichfalls within the limits as specified in rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Hence the disclosure under said ruleis not applicable to the Company for the financial year 2018-19.

17. Statutory Auditors:

M/s. Ambavat Jain & Associates LLP Chartered Accountants were appointed asStatutory Auditors of Company at the Annual General Meeting held on 28thSeptember 2017 for a term of five consecutive years subject to ratification by Membersat every intervening Annual General Meeting.

However in accordance with the Companies Amendment Act 2017 enforced on 07thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified by the members of the Company at every intervening AnnualGeneral Meeting.

18. Auditors' Report:

The Auditors' Report to the Shareholders for financial year 2018-19 does not containany reservation or adverse remark and but on the qualified opinions given by the auditoryour directors hereby state the following:

In respect to compliance of section 186 with regards to waiver of the interest on thecurrent loan of Rs. 1484563333/- given to M/s. Rajesh Estates And Nirman PrivateLimited (RENPL) and M/s. Rajesh Milestone Developers Private Limited (RMDPL) in earlieryears the company has received requests from borrower RENPL and RMDPL during the year forwaiver of interest on outstanding loan given by the company to RENPL and RMDPL. Therequest is given on account of acute liquidity crunch and financial stringency faced byRENPL and RMDPL due to various regulatory economic financial and other macro and microfactors. The board of directors of the company has considered the same and accepted therequest with a view to provide liquidity relief so as to facilitate RENPL and RMDPL toovercome the difficulties for the time being and thus to safeguard the said outstandingloans.

Thus the board has accepted the requests for waiving the interest payable by RENPL andRMDPL to the company. Please note that loans when given on various dates at the interestrate of 12 % has always been in compliance of the provisions of section 186(7) of theCompanies Act 2013.We further confirm that the realization of the said loans are not ofany doubtful nature based on the managements appraisals of the financial position of RENPLand RMDPL discussions with RENPL and RMDPL from time to time monitoring of RENPL'sbusiness progress etc. The requests have been accepted considering many overall factorssome of which are beyond the control of RENPL and RMDPL as well.

Further that Opinion in respect to internal financial controls and other observationreport are self explanatory.

19. Secretarial Auditors:

M/s. V. V. Chakradeo & Co. the Practicing Company Secretaries were appointed asSecretarial Auditor to undertake Secretarial Audit of the Company for the year 2018-19.Their Secretarial Audit Report in prescribed From No. MR-3 is annexed herewith asAnnexure "B" to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark. However on the observations of the Secretarial Auditor in their report yourdirectors hereby state the following:

1. With regards to the waiver of the interest on current loans same as stated above inpoint no. 18 in respect to statutory auditor report.

2. Observation in respect to provident fund is self explanatory.

20. Internal Auditors:

In accordance with provisions of Sections 138 of the Companies Act 2013 and pursuantto the recommendation of the Audit Committee Shri. Vasant J. Mehta CharteredAccountants (Firm Reg. No. 138554W) has been appointed as Internal Auditor of theCompany for conducting Internal Audit of the Company for the Financial Year 2018-19.

The Internal Auditor independently evaluate the internal controls adherence to andcompliance with the procedures guidelines and statutory requirements.

The Audit Committee of Directors periodically reviews the reports of the internalauditors and corrective actions taken by the Management with regard thereto.

21. Cost Auditors:

Pursuant to provisions of section 148 (3) of the Companies Act 2013 and rule 6(2) ofthe Companies (Cost records and Audit Rules) 2014 M/s Vinod C. Subramaniam & Co. Cost

Accountants (Firm Registration No. 102395) has been appointed as Cost Auditor of theCompany for conducting audit of cost records of the Company for the Financial Year2018-19.

22. Conservation of Energy Technology Absorption Foreign Exchange Earnings &Outgo:

The information as required under Section 134(3)(m) of the Companies Act 2013 withrespect to conservation of energy technology absorption are not applicable to theCompany.

Foreign Exchange Earnings And Outgo

During the year Foreign Exchange Earnings was of Rs. Nil (Previous year of Rs. Nil).

During the year Foreign Exchange Outgo was of Rs. Nil (Previous year ofRs.18563773/-).

23. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C" to this report.

24. Public Deposit:

The company has not invited/accepted any deposit from the Public during the year underreview.

25. General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. The Whole-time Director of the Company has not received remuneration or commission.

b. No significant or material order were passed by the regulators or courts ortribunals which impact the going concern status and the Company's operation in future.

c. During the year there were no event of the Sexual Harassment of Women at Workplaceoccurred and also no cases filed pursuant to the Sexual Harassment of Women at WorkplacePrevention Prohibition and Redressal) Act 2013.

26. Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the customers vendors and members during the year under review.Your directors also wish to place on record their deep sense of appreciation for thecommitted services by the Company's executives staff and workers.

Note: Notes given in the notes forming part of accounts are self-explanatory thereforeit does not require any explanation from the Board.

On Behalf of the Board of Directors
For Rajsanket Realty Limited
Sd/-
Shri Haresh Kumar V. Sutaria
Chairman
Place: Mumbai
Date: 30th May 2019