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Rudrabhishek Enterprises Ltd.

BSE: 535095 Sector: Infrastructure
NSE: REPL ISIN Code: INE364Z01019
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Rudrabhishek Enterprises Ltd. (REPL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 26th Annual Report on the affairs of theCompany together with the Audited Statement of Accounts for the financial year ended 31stMarch 2018 ("year under review").

1) FINANCIAL RESULTS/SUMMARY

The Financials Results of the Company for the year April 01 2017 to March 31 2018 aregiven below:

(In Rs.)
PARTICULARS 2017-18 2016-17
Revenue from Operations 384234428 275638807
Other Income 12476281 3768087
Total Revenue 396710709 279406894
Less: Expenses (322066425) (216755408)
Profit before Exceptional Extraordinary Items & Taxation 74644284 62651486
Less: Income tax adjustments - (44330)
Profit Before Tax 74644284 62695816
Less: Current tax (21626000) (21664000)
Deferred Tax (Liability)/ Asset 398698 (373110)
Profit (Loss) for the year 52619586 41404926

2) PERFORMANCE REVIEW

Your Company is primarily engaged in the business of providing all kind of consultancyservices related with infrastructure environment urban designing urban planninghousing GIS BIM & Project Management civil designing construction managementincluding civil mechanical electrical and all other types of erection commissioningprojects project trading and execution of projects on turnkey basis and carry outengineering procurement and construction contracts and turnkey contracts including atdesign services for all types of building infrastructure and urban development projectsfor private and government agencies. The Company may also provide End to End Consultancyincluding Marketing and Strategic Advisory Services to its Clients in India and outsideIndia. Your company has undergone massive structural change in itself during the periodunder review. Your company has been converted into Public Limited Company on 3rd November2017 and also got itself listed with the Emerge platform of National Stock Exchange ofIndia (NSE- SME Sector) with lots of efforts hard work & planning on this 13th July2018 The Company is in the midst of expansion and your Directors are of a strong beliefthat future plans of the Company will improve and will enhance the present position ofgrowth rate of the

Company.

3) SHARE CAPITAL OF THE COMPANY

As on 01st April 2017 the Authorised Share Capital of the Company was Rs. 10000000(Rupees One Crore Only) divided into 1000000 (Ten Lakh) Equity Shares of Rs. 10/- (Ten)each and the Paid-up Share Capital of the Company was Rs. 5605000 (Rupees Fifty SixLakhs Five Thousand) divided into 560500 (Five lakh Sixty Thousand five hundred only)Equity Shares of Rs. 10/- (Ten) each. However the Authorised Share Capital of the Companyhas been increased to Rs. 200000000/- (Rupees Twenty Crores only) while the Paid-upShare Capital of the Company has gone upto Rs. 1277 05000/- (Rupees Twelve CroresSeventy Seven lakhs Five thousand only) during the financial year under review.

However during 31st March 2018 to the date of Notice the Company has came up with anInitial Public O_er of 4572000 Equity Shares of Rs. 10/- each at price of Rs. 41/- perEquity Share. The issue was successfully subscribed by the public and entire share capitalof the Company was listed at the Emerge Platform of National Stock Exchange of IndiaLimited. subscription of which was opened on Friday June 29 20188 and closed onThursday July 05 2018.

4) TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves.

5) DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 0.50/- per share on thepaid-up capital of Company subject to approval of members in the ensuing 26th AnnualGeneral Meeting of company. The final dividend if approved will be paid to memberswithin the period as stipulated under Companies Act 2013.

6) FINANCE

Cash and Cash Equivalent as on 31st March 2018 was Rs. 56153708/-. The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

7) ISSUE OF BONUS SHARES

The Board of Directors at their meeting held on September 02 2017 recommended issueof bonus equity shares in the proportion of 20:1 i.e. 20 (Twenty) bonus equity shares ofRs. 10/- each for every 1 (one) fully paid-up equity share held by existing shareholdersas on record date. This was approved by the members of the Company in 25th Annual GeneralMeeting of Company subsequent to which 11210000 (One Crore Twelve lakhs Ten thousandonly) new equity shares were issued to the existing shareholders of Company.

8) LISTING OF EQUITY SHARES ON NSE (EMERGE) PLATFORM

During the year under review your company has applied for listing of Equity Shares onthe Emerge Platform of National Stock Exchange of India Limited. Listing and TradingApproval was granted to the Company vide Letter dated July 12 2018 to list and trade onEmerge Platform of National Stock Exchange of India Limited w.e.f July 13 2018.

9) REGISTRAR AND TRANSFER AGENT OF THE COMPANY

The Company has appointed M/s Skyline Financial Services Private Limited as Registrarand share transfer agent for the financial year 2017-18 The Board of Directors of theCompany at their meeting held on 29th November 2017 had approved the appointment ofSkyline Financial Services Private Limited as the Registrar and Transfer Agent witheffect from 29th November 2017.

10) CHANGE IN THE NATURE OF BUSINESS & MATERIAL

CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

During 31st March 2018 to the date of Notice the Company has came up with an InitialPublic O_er of 4572000 Equity Shares of Rs. 10/- each at price of Rs. 41/- per EquityShare. The issue was successfully subscribed by the public and entire share capital of theCompany was listed at the Emerge Platform of National Stock Exchange of India Limited.subscription of which was opened on Friday June 29 2018 and closed on Thursday July 052018.

Further. Listing and Trading Approval was granted by National Stock Exchange to theCompany vide Letter dated July 12 2018 to list and trade on Emerge Platform of NationalStock Exchange of India Limited w.e.f July 13 2018.

There were no change in the nature of business & material changes between the dateof the board report and end of financial year.

11) DEPOSITS

During the year under review your Company has not accepted any deposit under Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014. Further there were no remaining unclaimed deposits as on 31st March 2018.

12) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ AND AUDITED FINANCIALSTATEMENTS OF THE COMPANY

A separate statement containing the salient features of financial statements of allsubsidiaries of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013.Company has One (01) Wholly owned Subsidiary Companies 01 (One) Foreign SubsidiaryCompany and 03 Associate Companies as on March 31 2018. Further the Report on theperformance and financial position of each the subsidiary associate and salient featuresof the financial statements in the prescribed form AOC-1 is annexed to this Report.

CIN NAME OF COMPANIES RELATIONSHIP % of
HOLDING
U72900DL2012PTC245563 RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED WHOLLY OWNED SUBSIDIARY 100
- RUDRABHISHEK SINGAPORE PTE LTD FOREIGN SUBSIDIARY 90
U90009DL2016PTC298598 REPL PKS INFRASTRUCTURE PVT LTD ASSOCIATE COMPANY 50
- SHING DESIGN ATELIER PTE LTD ASSOCIATE COMPANY OF RUDRABHISHEK SINGAPORE PTE LTD 33.25
L74140MH1991PLC063709 IM+ Capitals Ltd. ASSOCIATE COMPANY OF RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED (WHOLLY OWNED SUBSIDIARY) 32.87

13) ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. In this regard the Board has also adopted such policies andprocedures including Internal Control System for ensuring orderly and efficient conduct ofits business including adherence to the Company's policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of the accountingrecords and the timely preparation of reliable financial disclosures. The Company'sbusiness processes have a strong monitoring and reporting process resulting in financialdiscipline and accountability.

14) COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) AND CHANGESAMONG THEM DURING THE YEAR UNDER REVIEW

Directors:

As on 31st March 2018 followings were on the Board of the Company;

S. No. Name of Director(s) DIN Designation
1. Mr. Pradeep Misra 01386739 Chairman & Managing Director
2. Ms. Richa Misra 00405282 Whole-time Director
3. Mr. Jamal Husain Ansari 06641874 Non- Executive Independent Director
4. Mr. Tarun jain 07940978 Non- Executive Independent Director
5. Mr. Himanshu Garg 08010105 Non- Executive Independent Director

During the year under review Mr. Pradeep Misra was appointed/ re-designated asChairman & Managing director and Mrs. Richa Misra was re-designated as Whole-timedirector of company wef 29/11/2017. However Mr. Himanshu Garg & Mr. Tarun Jain wereappointed as Non-Executive Independent directors of the company wef 29/11/2017.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Pradeep Misra retires by rotation at the ensuing annual generalmeeting. He being eligible has offered himself for re-appointment as such and seeksre-appointment. The Board of Directors recommends his re-appointment on the Board. Therelevant details as required under Regulation 36 (3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") of theperson seeking re-appointment/ appointment as Director are also annexed to the Noticeconvening the annual general meeting.

There being no other change apart from mentioned above from the end of financial yearto the date of notice.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act 2013 the Company on its Boardhas following as KMP of the Company:

S. No. Name of Director(s) DIN/PAN Designation
1. Mr. Pradeep Misra 01386739 Chairman & Managing Director
2. Ms. Richa Misra 00405282 Whole-time Director
3. Mr. Manoj Kumar AKRPK7520N Chief Financial Officer (CFO)
4. Mr. Vikas Gupta AEUPV1261J Company Secretary & Compliance
officer

During the year under review Mr. Pradeep Misra & Mrs Richa Misra wereappointed/re-designated as Managing director

& Whole-time director of Company respectively in its Board Meeting held onNovember 29 2017. However Mr. Manoj Kumar was appointed as Chief Finance Officer (CFO)wef November 29 2017 and Mr. Vikas Gupta was designated as Company Secretary andCompliance Officer of the Company wef September 02 2017. There being no other changeapart from mentioned above from the end of financial year to the date of notice.

15) NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company business policiesand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolution through circulation aspermitted by law which are confirmed in the subsequent Board Meeting.

During the year under review Board met 09 (Nine) times viz:

1 12/05/2017
2 18/05/2017
3 29/07/2017
4 03/08/2017
5 02/09/2017
6 28/09/2017
7 29/11/2017
8 11/12/2017
9 29/01/2018

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act. The details of attendance of each Director at theBoard Meeting and Annual General Meeting are given below:

Name of Director Mr. Pradeep Misra Ms. Richa Misra Mr. Jamal Husain Ansari Mr. Himanshu Garg Mr. Tarun Jain
No. of Board Meeting eligible to attend 09 09 09 03 03
No. of Board Meeting attended 09 09 09 03 03
Presence at the previous AGM Yes Yes No N.A N.A

16) COMMITTEES OF THE BOARD

The Committees of our Board include the following committees constituted in accordancewith the Companies Act 2013: (a) Audit Committee

The Board of Directors of the Company has constituted Audit Committee in their BoardMeeting held on November 29 2017. The present composition of the Committee and number ofmeetings attended by the Members during the year are given below:

Name of the Director Category Designation Meetings held during FY 2017-18/ tenure of members Number of meetings attended
Mr. Tarun Jain Non-Executive and Independent Chairman 2 2
Mr. Himanshu Garg Non-Executive and Independent Member 2 2
Ms. Richa Misra Executive and Non-Independent Member 2 2

Our Company Secretary and Compliance officer will act as the secretary of theCommittee.

Functions of Audit Committee:

1) Oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible; 2) recommendation for appointment remuneration and terms of appointment ofauditors of the listed entity and review and monitor the auditor's independenceperformance and effectiveness of audit process; 3) approval of payment to statutoryauditors for any other services rendered by the statutory auditors; 4) reviewing with themanagement the annual financial statements and auditor's report thereon before submissionto the board for approval with particular reference to: a) matters required to beincluded in the director's responsibility statement to be included in the board's reportin terms of clause (c) of sub-section (3) of Section 134 of the Companies Act 2013; b)changes if any in accounting policies and practices and reasons for the same; c) majoraccounting entries involving estimates based on the exercise of judgment by management; d)significant adjustments made in the financial statements arising out of audit e) findings;f ) compliance with listing and other legal requirements relating to financial g)statements; h) disclosure of any related party transactions; i) modified opinion(s) in thedraft audit report; 5) reviewing with the management the quarterly financial statementsbefore submission to the board for approval;

6) reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter; 7) reviewing and monitoring the auditor's independenceand performance and effectiveness of audit process; 8) approval or any subsequentmodification of transactions of the listed entity with related parties; 9) scrutiny ofinter-corporate loans and investments; 10) valuation of undertakings or assets of thelisted entity wherever it is necessary; 11) evaluation of internal financial controls andrisk management systems; 12) reviewing with the management performance of statutory andinternal auditors adequacy of the internal control systems; 13) reviewing the adequacy ofinternal audit function if any including the structure of the internal audit departmentstaffng and seniority of the o_cial heading the department reporting structure coverageand frequency of internal audit; 14) discussion with internal auditors of any significantfindings and follow up there on; 15) reviewing the findings of any internal investigationsby the internal auditors into matters where there is suspected fraud or irregularity or afailure of internal control systems of a material nature and reporting the matter to theboard; 16) discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern; 17)to look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

18) to review the functioning of the whistle blower mechanism; 19) approval ofappointment of chief financial officer after assessing the qualifications experience andbackground etc. of the candidate; 20) Carrying out any other function as is mentioned inthe terms of reference of the audit committee.

Review of Information:

1) management discussion and analysis of financial condition and results of operations;2) statement of significant related party transactions (as defined by the auditcommittee) submitted by management; 3) management letters / letters of internal controlweaknesses issued by the statutory auditors; 4) internal audit reports relating tointernal control weaknesses; and 5) the appointment removal and terms of remuneration ofthe chief internal auditor shall be subject to review by the audit committee.

6) statement of deviations: a) quarterly statement of deviation(s) including report ofmonitoring agency if applicable submitted to stock exchange(s) in terms of Regulation32(1). b) annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/notice in terms of Regulation 32(7).

Powers of Committee:

The Audit Committee shall be authorised to investigate any matter in relation to aboveterm of reference and shall have power to:

1. To seek information from any employee.

2. To obtain outside legal or other professional advice.

3. To secure attendance of outsiders with relevant expertise if it considersnecessary.

(b) Nomination & Remuneration Committee

The Board of Directors of the Company has constituted Nomination & RemunerationCommittee in their Board Meeting held on November 29 2017. The present composition of theCommittee and number of meetings attended by the Members during the year are given below:

Name of the Director Category Designation Meetings held during FY 2017-18/ tenure of members Number of meetings attended
Mr. Himanshu Garg Non-Executive and Independent Chairman 2 2
Mr. Jamal Husain Ansari Non-Executive and Independent Member 2 2
Mr. Tarun Jain Non-Executive and Independent Member 2 2

Our Company Secretary and Compliance officer will act as the secretary of theCommittee.

Functions of Nomination & Remuneration Committee:

1. formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees; 2.formulation of criteria for evaluation of performance of independent directors and theboard of directors; 3. devising a policy on diversity of board of directors; 4.identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the board ofdirectors their appointment and removal.

5. Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.

(c) Stakeholders Relationship Committee

The Board of Directors of the Company has constituted Stakeholders RelationshipCommittee in their Board Meeting held on November 29 2017. The present composition of theCommittee and number of meetings attended by the Members during the year are given below:

Name of the Director Category Designation Meetings held during FY 2017-18/ tenure of members Number of meetings attended
Mr. Himanshu Garg Non-Executive and Independent Chairman 2 2
Mr. Jamal Husain Ansari Non-Executive and Independent Member 2 2
Ms. Richa Misra Executive and Independent Member 2 2

Our Company Secretary and Compliance officer will act as the secretary of theCommittee.

Functions of Stakeholders Relationship Committee:

1) Review the mechanism adopted for redressing the grievance of shareholders debentureholders and deposit holders and other security and the status of such redressal;

2) Review of the activities of the Secretarial Department of the Company inter aliaadherence to Service Standards and Standard Operating Procedures relating to the variousservices rendered by the Investor Services Department various initiatives taken to interalia reduce quantum of unclaimed dividends status of claims received and processed forunclaimed shares uploading of data relating to unclaimed deposits/ dividends on thewebsite of Investor Education & Protection Fund and the Corporation.

3) Review status of compliances with laws applicable to the Secretarial Department andits risk profile;

4) Review the Action Taken Report in respect of recommendations made by the Committee/Management;

5) Review the status of the litigation(s) filed by/ against the security holders of theCompany;

6) Review the mechanism adopted to review monitor and report transactions relating tosecurities which may be suspicious from a money laundering perspective in accordance withthe KYC & AML Policy relating to securities of the Corporation; and

7) The Committee shall perform such other functions as may be required under therelevant provisions of the Companies Act 2013 the Rules made there under and ListingRegulations.

8) To oversee the performance of the Registrar and Transfer Agents and recommendmeasures for overall improvement in the quality of investors services.

(d) IPO Committee

The Board of Directors of the Company had constituted IPO Committee in their BoardMeeting held on November 29 2017 upto the date of listing of Company with the NSE EmergePlatform. The composition of the Committee as on 31/03/2018 was as:

Name of the Director Category Designation
Mr. Tarun jain Non-Executive and Independent Chairman
Mr. Himanshu Garg Non-Executive and Independent Member
Mr. Pradeep Misra Executive and Independent Member

However the said committee was diluted upon the listing of the Company with the NSEEmerge Platform viz July 12 2018.

(e) Corporate Social Responsibility (CSR) Committee

In compliance with the requirement of the provisions of Section 135 of Companies Act2013 and rules made thereunder the Company has constituted Corporate SocialResponsibility (CSR) Committee. Further the policy on CSR was approved by CSR Committeeand subsequently by Board of directors.

As on 31st March 2018 the CSR Committee consists of following:

S. No. Name of Member(s) Designation
1. Mr. Pradeep Misra Chairman
2. Ms. Richa Misra Member
3. Mr. Jamal Husain Ansari Member

The role of CSR Committee includes formulating and recommending to the Board the CSRPolicy and activities to be undertaken by the Company recommending the amount ofexpenditure to be incurred on CSR activities of the Company reviewing the performance ofCompany in the area of CSR.

17) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form

MGT-9 is annexed herewith as Annexure- A and is placed on the website of company(www.repl.global).

18) REMUNERATION OF DIRECTOR

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

19) STATUTORY AUDITORS

After conducting a detailed evaluation and based on the recommendation of AuditCommittee the Board approved the proposal for appointment of M/s Sanjeev Neeru &Associates Chartered Accountants (Firm Registration No. - 0113350N) as Statutoryauditors of the Company for F.Y 2018-19 on such terms and conditions and remuneration asmay be decided by the Audit Committee. However the appointment of M/s Sanjeev Neeru &Associates Chartered Accountants as Statutory Auditors of company was approved bymembers of the company at the 23rd Annual General Meeting of Company upto the conclusionof 27th Annual General Meeting of Company.

Further the requirement of seeking rati_cation of appointment of statutory auditors bymembers at every Annual General Meeting has been done away with vide Companies (Amendment)Act 2017 notified wef May 7 2018 issued by Ministry of Corporate Affairs.

20) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Pradeep Debnath & Company a firm of Company Secretaries in Practice toconduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3for the financial year ended March 31 2018 is enclosed as Annexure- B to this Report.

21) EXPLANATIONS OR COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARK ORDISCLAIMER MADE:-

By the Statutory Auditor

There is no qualification reservation or adverse remark or disclaimer in StatutoryAudit report.

By the Secretarial Auditor

There is no qualification reservation or adverse remark or disclaimer in SecretarialAudit report.

22) DISCLOSURE OF FRAUDS AGAINST THE COMPANY

In terms of the provisions of section 134(3)(ca) of the Companies Act 2013 there wereno fraud committed against the Company which are reportable frauds under Section 141 ofCompanies Act 2013 given by the Auditors to the Central Government as well asnon-reportable frauds during the year 2017-18.

23) CORPORATE GOVERNANCE REPORT MANAGEMENT

DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT 2013AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2016

As per Regulation 27 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 relating to Corporate

Governance is not applicable to the Company listed on the SME platform (NSE-emerge) ofNSE. Hence the Company is not required to disclose information as covered under Para (C)(D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. As per Para (F) of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company do not have and is not required tohave the demat suspense account neither unclaimed suspense account However ManagementDiscussion and Analysis Report as required under Regulation 34 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(Regulations) is attached and form part of the Annual Report.

24) DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has three Non Promoter Independent Directors in line with the Companies Act 2013.The terms and conditions of appointment of Independent Directors and Code for IndependentDirector are incorporated on the website of the Company at www.repl.global. TheCompany has received necessary declaration from each independent director under Section149 (7) of the Companies Act 2013 that they meet the criteria of independence laid downin Section 149 (6) of the Companies Act 2013.

25) BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre–enactment(s) for the time being in force) the process for evaluation of theannual performance of the Directors/Board/ Committees was carried out and the same wasbased on questionnaire and feedback from all the Directors on the Board as a wholeCommittees and on self-evaluation basis.

Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors.

Based on the questionnaire and feedback the performance of every director wasevaluated in the meeting of the Nomination and Remuneration Committee (NRC). A separatemeeting of the Independent directors ("Annual Independent Directors meeting")was convened which reviewed the performance of the Board (as a whole) theNon-Independent directors and the Chairman. After convening the Annual Independentdirector meeting the collective feedback of each of the Independent Directors wasdiscussed by the Chairman of the NRC with the Board's Chairman covering performance of theBoard as a whole; performance of the non-independent directors and performance of theBoard Chairman.

26) NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination &

Remuneration Committee formulated criteria for determining Qualifications PositiveAttributes and Independence of a Director and also a Policy for remuneration of DirectorsKey managerial

Personnel and senior management. The details of criteria laid down and the RemunerationPolicy is available on the company's website at http://www.repl.global/investor-zone/policies/.

27) RISK MANAGEMENT POLICY

The Company has laid down the procedures to inform Board

Members about risk assessment and minimization procedures. The Board of Directors ofthe Company has also framed risk management policy which is adopted across all thedepartments of the Company in an inclusive manner.

The aim of this policy is not to eliminate risks rather to manage the risks involvedin the Company activities to maximize opportunities and minimize adversity by consideringthe following:-

Identification of risk define ownership with clearly defined roles andresponsibilities;

Balance between the cost of managing risk and the anticipated benefits;

Contributing to more efficient use/allocation of capital and resources;

To encourage and promote an pro-active approach towards risk management;

Identifying any unmitigated risks and formulating action plans for its treatmentthrough regular review.

28) PARTICULARS OF LOANS GIVEN INVESTMENTS MADE & GUARANTEES GIVEN

Complete details of loan(s) given investment(s) made & Guarantees given along withthe purpose are provided in the financial statement.

29) RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related partytransactions only in the ordinary and normal course of business and at arm's length aspart of its philosophy of adhering to highest ethical standards transparency andaccountability. In line with the provisions of the Companies Act 2013 and the ListingRegulations the Board has approved a policy on related party transactions. Policy onrelated party transactions has been placed on the Company's website (http://www.repl.global/investor-zone/policies/). The particulars of contracts or arrangementswith related parties referred to in Section 188(1) and applicable rules of the CompaniesAct 2013 in Form AOC-2 is provided as Annexure C to this Report.

30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS COURTS OR TRIBUNALS

During the period under review there were no significant and material orders passed bythe Regulators Courts or Tribunals impacting the going concern status and Company'soperations in future. Further no strictures or penalties have been imposed on the Companyby any statutory authority/ies during the period under review.

31) DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: a) that in the preparation of the annualaccounts the applicable accounting standards have been followed and that no materialdeparture were made for the same; b) that Directors have selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for the period ended on March31 2018; c) that Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) that the annual financial statements have been prepared on a goingconcern basis; and e) that proper system has been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

32) COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES ACT 2013

The Company upon recommendation of Nomination & Remuneration Committee has framed apolicy for selection and appointment of Directors including determining qualifications andindependence of a Director Key Managerial Personnel Senior Management Personnel andtheir remuneration as part of its charter and other matters provided under Section 178(3)of the Companies Act 2013. The policy covering these requirements available on website ofthe company under the heading investor zone at www.repl.global.

Further information about elements of remuneration package of individual directors isprovided in the extract of Annual Return in Form MGT-9 enclosed as Annexure to thisReport.

33) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ADOPTION AND INNOVATION FOREIGNEXCHANGE EARNING AND OUTGO

In view of the nature of activities being carried out by the Company the disclosureconcerning energy conservation measures technology absorption and Research &Development efforts are not applicable to the Company.

Further during the year under review Company has no Foreign exchange earnings andoutgo.

34) HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company believes that the development of employees is one of the most importantenablers for an organization. This is being done at both individual and team levels.Sustained development of its employees both professional and personal is the hallmark ofhuman resource policies. The Company value its Human Resources and is committed to ensureemployee satisfaction development and growth. The Company is working towards developing aculture of nurturing leaders encouraging creativity and openness. Cordial industrialrelations and improvements in productivity were maintained at all of the Company's Plantsand Offices during the year under review

35) PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rule 5(1) of Companies(Appointment and Remuneration) Rules 2014 in respect of employees of the Company. a. Theratio of the remuneration of each director to the median remuneration of the employees ofthe company for the financial year 2017-18:

Sr. No. Name of Director Designation Ratio to Median Remuneration
1. Mr. Pradeep Misra Chairman & Managing Director 1:9
2. Mrs. Richa Misra Whole-time Director 1:7.5
3. Mr. Jamal Husain Ansari Independent Director NA
4. Mr. Himanshu Garg (since 29.11.2017) Independent Director NA
5. Mr. Tarun Jain (since 29.11.2017) Independent Director NA

*Median Salary (Annual) of employees for the Financial Year 2017-18 is Rs. 475154/-.

* Sitting fees paid to directors is treated as Remuneration. b. The percentage increasein remuneration of each Director Chief Executive Officer Chief Financial OfficerCompany Secretary or Manager if any in the financial year 2017-18:

Sr. No. Name of Director Designation % Increase in remuneration
1. Mr. Pradeep Misra Chairman & Managing Director Nil
2. Mrs. Richa Misra Whole-time Director Nil
3. Mr. Jamal Husain Ansari Independent Director NA
4. Mr. Himanshu Garg (since 29.11.2017) Independent Director NA
5. Mr. Tarun Jain (since 29.11.2017) Independent Director NA
6. Mr. Vikas Gupta Company Secretary & Compliance Officer NA
7. Mr. Manoj Kumar (since 29.11.2017) Chief Financial Officer 20%

c. The percentage increase/decrease in the median remuneration of employees in thefinancial year 2017-18 is 10 %. d. The number of permanent employees on the rolls ofcompany as on 31st March 2018 are 175. e. Average percentile increase already made in thesalaries of employees other than the managerial personnel in the last financial year andits comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel in2017-18 is 10%. f. The Company hereby afirms that the remuneration is as per theremuneration policy of the Company The Company's remuneration policy is driven by thesuccess and performance of the individual employees and the Company. Through itscompensation package the Company endeavors to attract retain develop and motivate ahigh performance staff. The Company follows a compensation mix of fixed pay benefits andperformance based variable pay. Individual performance pay is determined by businessperformance and the performance of the individuals measured through the annual appraisalprocess. The Company afirms remuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act and the Rule 5(2) of Companies(Appointment and Remuneration) Rules2014 in respect of employees of the Company is asfollows:-A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2017-18are as:

S. No Name of Employee Date of Joining Gross Remuneration (in Rs.) Qualification Age (in years) Experience (in years) Last Employment Designation
1 Harish Kumar Sharma 19-Oct-16 4258175/- B.Tech MS (SCIENCE) MBA 48 24 Years 6 Months PL Engineering Ltd. Chief Business Development Officer
2 Mohd Zulquer Nain 01-Apr-07 2835860/- B.tech (Civil) & M.Tech-Water Resources: Utilisation & Environmental Management 38 14 Years 2 Months Feedback Venture GM-Engg
3 Saibal Kumar Roy 01-Sep-11 2245590/- Bachelor of Engineering 62 31 Years 2 Months Rohtas Project Ltd Sr Vice President- Engg
4 Hemalatha M C 17-Jul-17 1908966/- B.Arch M.Plan MA 44 16 Years Jurong Consultants (India) Pvt. Ltd. Bengaluru GM-Planning
5 Shyam Narayan Tripathi 22-Jan-14 1848970/- B.Tech - Electrical Engineering 47 23 Years 1 Months Country Colonizer Pvt. Ltd. GM-Services
6 Abhinav Niranjan 02-Nov-15 1833903/- PGD-Management 41 16 Years 5 Months Unicon financial Intermediaries Pvt. Ltd. GM-Mkt & Comm.
7 Sandeep Sharma 05-Aug-13 1766530/- B.Tech (Civil) + PG-NICMAR 37 13 Years 9 Months Omaxe Ltd DGM-Projects
8 Manish Jain 10-Oct-11 1701363/- B.Arch 43 16 Years 6 Months Arcop Associates DGM- Architecture
9 Bishwa Mohan Thakur 05-Aug-13 1698200/- B.E(Civil) 48 21 Years 9 Months Country Colonisers Pvt Ltd. DGM-Project

B. Employee in the Company in receipt of remuneration for that year which in theaggregate was not less than one crore and two lakh rupees. NIL

C. Employees in the Company who employed throughout the financial year or part thereofwas in receipt of remuneration for any part of that year at a rate which in theaggregate was not less than Eight lakh and _fty thousand rupees per month. NIL

D. Employee in the Company who employed throughout the financial year or part thereofwas in receipt of remuneration in that year which in the aggregate or the case may be ata rate in aggregate or as the case may be in excess of that drawn by the managingdirector or whole-time director or manager and holds by himself or along with his spouseand dependent children not less than two percent of the equity shares of the company. NIL

36) DISCLOSURE REQUIREMENTS

a As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with thestock exchanges corporate governance report with auditor's certificate thereon andmanagement discussion and analysis are attached which form part of this report.

a Details of the familiarization programme of the independent directors areavailable on the website of the Company at http://www.repl.global/investor-zone/policies/

a The Company has formulated and published a Whistle

Blower Policy to provide Vigil Mechanism for employees including directors of theCompany to report genuine concerns. The provisions of this policy are in line with theprovisions of the Section 177(9) of the Act; the whistle blowing Policy is available onthe company's website at http://www.repl.global/investor-zone/policies/

37) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. However no complaint was received during theyear under review.

38) ACKNOWLEDGEMENT

Your Directors wishes to place on record its thanks and gratitude to the shareholdersdealers customers Central and State Government Departments Organizations Agencies andother business partners for their continued trust and co-operation extended by them. YourDirectors further takes this opportunity to express its sincere appreciation for all theefforts put in by the employees of the Company at all levels in achieving the results andhope that they would continue their sincere and dedicated endeavor towards attainment ofbetter working results during the current year.

For and on behalf of the Board
RUDRABHISHEK ENTERPRISES LIMITED
Pradeep Misra
(Chairman & Managing Director)
DIN: 01386739
ADDRESS: Sadhika Farm Mall Road
Behind Sec-D III Vasant Kunj
Park Lane New Delhi -110070
Place: New Delhi
Date: 31/08/2018