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Ratnabhumi Developers Ltd.

BSE: 540796 Sector: Infrastructure
NSE: N.A. ISIN Code: INE821Y01011
BSE 00:00 | 21 Aug 86.20 6.25
(7.82%)
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NSE 05:30 | 01 Jan Ratnabhumi Developers Ltd
OPEN 85.85
PREVIOUS CLOSE 79.95
VOLUME 80000
52-Week high 112.95
52-Week low 43.00
P/E 359.17
Mkt Cap.(Rs cr) 118
Buy Price 82.00
Buy Qty 2000.00
Sell Price 88.00
Sell Qty 2000.00
OPEN 85.85
CLOSE 79.95
VOLUME 80000
52-Week high 112.95
52-Week low 43.00
P/E 359.17
Mkt Cap.(Rs cr) 118
Buy Price 82.00
Buy Qty 2000.00
Sell Price 88.00
Sell Qty 2000.00

Ratnabhumi Developers Ltd. (RATNABHUMIDEV) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along with the audited financial statements for thefinancial year ended March 31 2018.

FINANCIAL HIGHLIGHTS: ( Amount in Lakh)

Particulars F.Y. 2017-18 F.Y. 2016-17
Revenue From Operations 59.20 920.20
Other Income 45.45 61.06
Total Income 104.65 981.26
Less: Total Expenses before Depreciation Finance Cost and Tax 33.55 744.60
Profit before Depreciation Finance Cost and Tax 71.10 236.66
Less: Depreciation 2.53 3.04
Less: Finance Cost 41.67 37.45
Profit Before Tax 26.90 196.18
Less: Current Tax 6.58 61.68
Less: Deferred tax Liability (Asset) (0.17) 1.62
Profit after Tax 20.49 132.88

PERFORMANCE HIGHLIGHTS:

Your Company has recorded total income to the tune of Rs 104.65 Lakhs during thefinancial year 2017-18 as compared to Rs 981.26 Lakhs in the corresponding previousfinancial year. Earnings per share as on March 31 2018 stood at Rs 0.33 on face value ofRs 10 each. During the year under review the revenue from operations of the Company wasstood at 59.20 Lakh. Further profit before tax in the financial year 2017-18 stood at Rs26.90 Lakhs that make net profit after tax of 20.49 Lakhs. During the year the Revenuefrom Operations decreased from 920.20 Lakh in F.Y. 2016-17 to to `59.20 in F.Y 2017-18 dueto no sale of property in the F.Y 2017-18 revenue generated is mere Rental Income andincome from interest on Capital contributed towards partnership share.

DIVIDEND:

With a view to conserve and save the resources for future prospects of the Companyyour Directors regret to declare dividend for the financial year 2017-18.

TRANSFER TO GENERAL RESERVE:

Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit is carried to reserve& Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

SHARE CAPITAL:

During the year under review the following changes have taken place in the authorizedand paid-up share capital of the Company:

Authorized Capital

In the Previous year the Authorized Capital of the Company was Rs 5000000/- dividedinto 500000 Equity Shares of Rs 10/- each. The Authorized Capital of the Company wasincreased to Rs 140000000/- divided into 14000000 Equity Shares of Rs 10/- each videOrdinary Resolution passed by the Members in their Extra-ordinary General Meeting held onSeptember 01 2017.

Issued Subscribed & Paid-up Capital

During the year the Company has issued Bonus shares of Rs 95000000 divided into9500000 Equity shares of Rs 10/- each vide Ordinary Resolution passed by the Members intheir Annual General Meeting held on September 29 2017. Pursuant to Initial Public Offerof Equity Shares by the Company the Board of Directors in their meeting held on December11 2017 has allotted 3700000 Equity Shares of Rs 10/- each at price of Rs 63/- perequity shares (including Premium of Rs 53/- each) to the successful allottees whose basisof allotment was finalized by the Company the Registrar to the issue and merchant bankerin consultation with the BSE Limited. The present Paid-up Capital of the Company is137000000/- divided into 13700000 Equity Shares of Rs 10/-each.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:-

The Board of Directors had in its meeting held on September 18 2017 proposed theInitial Public Offer upto 3700000 equity shares of `10/- each. Thenafter Members of theCompany approved the proposal of the Board for further Issue of 3700000 shares in theirAnnual General Meeting held on September 29 2017. Pursuant to the authority granted bythe Members of the Company the Board of Directors has appointed capital marketIntermediaries M/s Corporate Capialventures Private Limited as Lead Manager (Category I-Merchant Banker) and Underwriter to the Issue M/s Beeline Broking Limited as Market Makerto the Issue Indusind Bank Limited as Bankers to the Issue and Refund Bankers and LinkIntime India Private Limited as Registrar to the Issue for the proposed Public Issue.

The Company had applied to BSE Limited ("BSE") SME Platform for in-principleapproval for using the name of the exchange in the offer document in respect of our publicIssue of equity Shares. BSE has vide its letter dated November 24 2017 granted itsIn-Principle Approval to the Company for using the name of the exchange in the offerdocument in respect of our public Issue of equity Shares. The Company has filed Prospectusdated November 27 2017 with the Registrar of the Company Ahmedabad on November 27 2017.The Public Issue was opened on Monday December 4 2017 and closed on Wednesday December06 2017. The Basis of Allotment was finalized by Company Registrar to the issue andmerchant banker in consultation with the BSE Limited on December 11 2017.The Companyreceived Listing and Trading Permission vide BSE s letter dated Wednesday December 132017. The trading of equity shares of the Company commenced on Thursday December 14 2017at SME Platform of BSE.

UTILIZATION OF ISSUE PROCEEDS:-

(Rs in Lakh)
Sr. No. Object as stated in the Prospectus Amount proposed to be utilized Actual amount utilized Unutilized Amount
1 Acquisition of Land/Plot of Land and other strategic Initiatives 1400.00 1400.00 0.00
Capital Contribution towards 45% stake in Rajul Projects LLP
2 Project Ratna Artemus II- Paldi Ahmedabad 327.66 327.66 0.00
3 General Corporate Purpose 538.00 538.00 0.00
4 Meeting Public Issue Expenses 65.34 54.84 10.50
Total 2331.00 2320.50 10.50

In terms of Prospectus public Issue Expenses were estimated to `65.34 Lakhs howeveractual expenses towards public issue expenses occurred was `54.84 Lakhs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: Constitution of Board:

As on the date of this report the Board comprises following Directors;

No. of Committee1

No. of Shares held as on
in which in which
Name of Director Category Cum Designation Date of Appointment at current Designation Total Directors hip2 Director is Members Director is Chairman March 31 2018
Mr. Kaivan Shah Chairman and Managing Director September 182017 - 5000000 Equity Shares
7 2
4999900
Mrs. Meghna Shah Whole -Time Director September 182017 2 - -
Equity Shares
20
Mr. Munir Shah Non-Executive Director September 292017 13 - -
Equity Shares
Mr. Shaishav Shah Independent Director September 292017 1 1 1 -
Mr. Smit Shah Independent Director September 292017 1 1 1 -

 

1 Committee includes Audit Committee and Shareholders Grievances Committeeacross all Public Companies.

 

2 Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from requirement of having composition of Board as per Regulation 17of Listing Regulations. None of the Directors of Board is a member of more than tenCommittees or Chairman of more than five committees across all the Public companies inwhich they are Director. The necessary disclosures regarding Committee positions have beenmade by all the Directors. None of the Director of the Company is serving as a Whole-TimeDirector in any Listed Company and is holding position of Independent Director in morethan 3 Listed Company and none of the Director of the Company is holding position asIndependent Director in more than 7 Listed Company. None of the Directors of the Companyis disqualified for being appointed as Director as specified in Section 164 (2) of theCompanies Act 2013.

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities.Additional Board meetings are convened as and when required to discuss and decide onvarious business policies strategies and other businesses. During the year under reviewBoard of Directors of the Company met 19 (Nineteen) times on April 202017; July 122017;July 15 2017; July 31 2017;August 8 2017;September 18 2017; October 052017;October 10 2017; October 16 2017; November 08 2017; November 18 2017; November 272017; December 11 2017; December 15 2017; December 22 2017 January 25 2018; January27 2018; March 21 2018 and March 30 2018. The details of attendance of each Director atthe Board Meetings are given below;

Name of Director Date of Original Appointment Date of Appointment at current Designation Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Mahendra Shah* October 3 2008 April 1 2009 4 4
Mr. Jitendra Shah * October 3 2008 April 1 2009 4 4
Mr. Kaivan Shah October 12016 September 182017 19 19
Mrs. Meghna Shah October 12016 September 182017 19 19
Mr. Munir Shah July 312017 September 292017 15 15
Mr. Shaishav Shah July 312017 September 292017 15 14
Mr. Smit Shah September 292017 September 292017 13 13

*Mr. Mahendra Shah and Mr. Jitendra Shah resigned from Directorship w.e.f. July 312017.

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided under Standard 2 i.e. Frequency of Meetings of SS -1 (Secretarial Standard 1on Meetings of Board of Directors specified by the Institute of Company Secretaries ofIndia constituted under section 3 of the Company Secretaries Act 1980 (56 of 1980) andapproved as such by the Central Government.

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Non-Promoter Non-Executive Independent Directors in line with the act. Aseparate meeting of Independent Directors was held on March 30 2018 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board. The Company has received necessarydeclaration from each independent director under Section 149 (7) of the act that they meetthe criteria of independence laid down in Section 149 (6) of the Companies Act 2013.

Information on Directorate:

During the year under review Mr. Jitendra Shah and Mr. Mahendra Shah have tenderedtheir resignation with effect from July 312017. The Board placed on record itsappreciation for the guidance and contribution made by Mr. Jitendra Shah and Mr. MahendraShah during their tenure on the Board. In the same Board Meeting Mr. Munir Shah wasappointed as Non-executive Director w.e.f July 312017 and Mr. Shaishav Shah was appointedas Additional Independent Director w.e.f. July 31 2017. Further the Board of Directorsin their meeting held on September 18 2017 has re-designated Mr. Kaivan shah asChairman & Managing Director and Mrs. Meghna Shah as Whole Time Director of theCompany. Thenafter on September 29 2017 based on notice received from members underSection 160 of the Act and on recommendation of the Board of Directors Mr. Munir Shahwere appointed as Non Executive Director and Mr. Shaishav Shah and Mr. Smit Shah wereappointed as Independent Directors of the Company respectively. In accordance with theprovisions of the Articles of Association and Section 152 of the Companies Act 2013 Mr.Kaivan Shah Chairman & Managing Director of the Company retires by rotation at theensuing annual general meeting. He being eligible has offered himself for re-appointmentas such and seeks re-appointment. The Board of Directors recommends his appointment on theBoard. The relevant details as required under Regulation 36 (3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") of the person seeking re-appointment as Director are also provided inNote No. 14 of the Notice convening the 12thAnnual general meeting.

Key Managerial Personnel:

During the year under review the board of directors in their meeting held on September18 2017 has appointed Mrs. Rinni Shah as Chief Financial officer of the Company. Furtherthe Board of Directors in their meeting held on November 18 2017 has appointed Ms.Nikita Patel as the Company Secretary and Compliance officer of the Company w.e.f.November 182017. Later on Ms. Nikita Patel Company Secretary and Compliance Officer ofthe Company has tendered her resignation w.e.f. March 21 2018. The Board placed onrecord its appreciation for the service rendered by Ms. Nikita Patel during her tenure inthe Company. The Board of Directors in their meeting held on March 212018 has appointedMrs. Devanshi Shah as the Company Secretary and Compliance officer of the Company w.e.f.March 212018. In accordance with Section 203 of the Companies Act 2013 Mr. Kaivan ShahChairman & Managing Director Mrs. Meghna Shah Whole-Time Director Ms. DevanshiShah Company Secretary & Compliance Officer and Mrs. Rinni shah Chief-FinanceOfficer continued to be Key Managerial Personnel of the Company.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act. o Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. o The performance ofthe committees was evaluated by the board after seeking inputs from the committee memberson the basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. o The board and the nomination and remuneration committeereviewed the performance of the individual directors on the basis of the criteria such asthe contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role. Separate meeting of independent directors was held to evaluate theperformance of non-independent directors performance of the board as a whole andperformance of the chairman taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

Directors' Responsibility Statement:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2018 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had 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 at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts for the year ended March 31 2018 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

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

COMMITTEE OF BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

A. Audit Committee:-

The Board of Directors in their meeting held on October 05 2017 has formed auditcommittee in line with the provisions Section 177 of the Companies Act 2013. Thecommittee shall meet at least four times in a year and not more than 120 days shall elapsebetween any two meetings. Audit Committee meeting is generally held for the purpose ofrecommending the half yearly and yearly financial result. Additional meeting is held forthe purpose of reviewing the specific item included in terms of reference of theCommittee. During the year under review Audit Committee met 3 (Three) times viz November18 2017 December 22 2017 and March 30 2018. The composition of the Committee and thedetails of meetings attended by its members are given below:

Number of meetings during the financial year 2017-18

Name Designation Eligible to attend Attended
Mr. Smit shah Chairman 3 3
Mr. Shaishav Shah Member 3 3
Mr. Kaivan Shah Member 3 3

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting. Recommendations of Audit Committee wherever/whenever given have been acceptedby the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company s Code of

Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower toreport genuine concerns or grievances and provide for adequate safe guards againstvictimization of the Whistle Blower who avails of such mechanism and also provides fordirect access to the Chairman of the Audit Committee in exceptional cases. Thefunctioning of vigil mechanism is reviewed by the Audit Committee from time to time. Noneof the Whistle blowers has been denied access to the Audit Committee of the Board. TheWhistle Blower Policy of the Company is available on the website of the Company atwww.ratnagroup.co.in.

B. Stakeholder's Grievance & Relationship Committee:

The Board of Directors in their meeting held on October 05 2017 has formedStakeholder s Grievance & Relationship Committee mainly to focus on the redressal ofShareholder s/ Investor s Grievances if any like Transfer / Transmission / Demat ofShares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.The Stakeholders Relationship Committee shall meet at least four times a year with maximuminterval of four months between two meetings and shall report to the Board on a quarterlybasis regarding the status of redressal of complaints received from the shareholders ofthe Company.

During the year under review Stakeholder s Grievance & Relationship Committee met2(Two) times viz on December 11 2017 and

January 22 2018.The composition of the Committee and the details of meetings attendedby its members are given below:

Number of meetings during the financial year 2017-18

Name Designation Eligible to attend Attended
Mr. Shaishav Shah Chairman 2 2
Mr. Smit Shah Member 2 2
Mr. Kaivan Shah Member 2 2

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2018.

C. Nomination and Remuneration Committee:

The Board of Directors in their meeting held on October 5 2017 has formed Nominationand Remuneration committee in line with the provisions of Section 178 of the CompaniesAct 2013. Nomination and Remuneration Committee meetings are generally held foridentifying the persons who are qualified to become Directors and may be appointed insenior management and recommending their appointments and removal. Further the committeeshall also meet as and when the need arises for review of Managerial Remuneration. Duringthe year under review Nomination and Remuneration Committee met 3 (Three) times viz onNovember 18 2017March 21 2018 and March 302018.The composition of the Committee andthe details of meetings attended by its members are given below:

Number of meetings during the financial year 2017-18

Name Designation Eligible to attend Attended
Mr. Shaishav Shah Chairman 3 3
Mr. Smit Shah Member 3 3
Mr. Munir Shah Member 3 3

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances etc. to its Managing Director and the Executive Directors. Keypoints of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:

o The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment.

o A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.

o In case of appointment of Independent Director the Committee shall satisfy itselfwith regard to the independent nature of the Director vis--vis the Company so as toenable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director KMP and Senior Management Personnel:

The Company s remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis--vis the Company. The Company s philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders. The Nominationand Remuneration Policy as adopted by the Board of Directors is placed on the website ofthe Company at www.ratnagroup.co.in.

Remuneration of Director:

The details of remuneration paid during the financial year 2017-18 to directors of theCompany is provided in Form MGT-9 which is the part of this report.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY

Details of Loans Guarantees and Security covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to the Financial Statement.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as "Annexure A".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A particular of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Reportas "Annexure B".

DISCLOSURE OF REMUNERATION:

The ratio of the remuneration of each whole-time director to the median of employeesremuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as "Annexure C". Refer to tables 3A(a) in "AnnexureC". There are no employees who are posted outside India and in receipt of aremuneration of Rs 60.00 lakh or more per annum or Rs 5.00 lakh or more a month.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of theCompany have occurred between the date of end of financial year of the Company i.e. March31 2018 to the date of this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. During the year under review there were noincidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of Energy:

In its endeavor towards conservation of energy your Company ensure optimal use ofenergy avoid wastages and conserve energy as far as possible.

TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under:

Earnings - Nil
Outgo Royalty Expenses - Nil

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition. The Internal Auditor of the Company carries out review of the internalcontrol systems and procedures. The internal audit reports are reviewed by AuditCommittee. Your Company has also put in place adequate internal financial controls withreference to the financial statements commensurate with the size and nature of operationsof the Company. During the year such controls were tested and no material discrepancy orweakness in the Company s internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade there under M/s. A N A & Associates Chartered Accountants Ahmedabad (FRN:130797W) were appointed as Statutory Auditors of the Company to hold office tillconclusion of t14th Annual General Meeting(AGM) of the company to be held inthe calendar year 2020.

The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors Report does not contain any qualification reservationor adverse remark. The Auditors Report is enclosed with the financial statements in thisAnnual Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR AND THIEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Mr. Anand Lavingia Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the financial year 2017-18. The Secretarial AuditReport is annexed herewith as "Annexure D" to this Report.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review; (i) Issue of Equity Shares withdifferential rights as to dividend voting or otherwise; (ii) Issue of shares (includingsweat equity shares) to employees of the Company under any scheme save and ESOS; (iii)Annual Report and other compliances on Corporate Social Responsibility; (iv) There is norevision in the Board Report or Financial Statement; (v) No significant or material orderswere passed by the Regulators or Courts or Tribunals which impact the going concern statusand Company s operations in future; (vi) Information on subsidiary associate and jointventure companies.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.Your Directors also take this opportunity to place on record the valuable co-operation andsupport extended by the banks government business associates and the shareholders fortheir continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

Registered office: By order of the Board of Directors
S.F. 207 Turquoise Panchvati Panch Rasta Nr. For Ratnabhumi Developers Limited
White House E.B. C.G. Road Ahmedabad-380009
Kaivan shah
Place: Ahmedabad Chairman and Managing Director
Date: August 18 2018 DIN 01887130