shaival reality ltd Directors report

To

The Members,

Shaival Reality Limited

The Board of Directors of your Company is presenting Twenty Seventh (27^th) Annual Report of your Company together with the Audited Financial Statements (Standalone and Consolidated) for the period ended 31^st March, 2023.

FINANCIAL RESULTS:

	Standalone		Consolidated
Particulars	(Amount in Rs.)		(Amount in Rs.)
	Figures for the year ended 31/03/2023	Figures for the year ended 31/03/2022	Figures for the period ended 31/03/2023	Figures for the period ended 31/03/2022
I. Revenue From Operations	26,008,450.60	13,410,942.90	27,506,992.10	17,876,343.30
II. Other Income	73,674,518.53	5,252,113.71	75,233,072.72	5,566,363.25
III. Total Revenue (I + II)	99,682,969.13	18,663,056.61	102,740,064.82	23,442,705.55
IV. Expenses:
Employee Benefits Expense	3,332,295.00	3,883,660.00	3,813,854.40	4,867,540.00
Depreciation and Amortization Expense	8,584,374.02	5,183,661.58	8,769,036.27	5,266,041.34
Expenses other than Depreciation	23,945,725.82	19,899,816.23	2,63,36,599.89	2,36,13,207.43
Preliminary Exp. Written off	-	-	-	-
Total Expenses	35,862,394.84	28,967,137.81	38,919,490.56	33,746,788.77
V. Profit Before Exceptional and Extraordinary Items and Tax (III-IV)	63,820,574.29	(10,304,081.20)	63,820,574.26	(10,304,083.22)
VI. Exceptional Items	-	-	-	-
VII Profit Before Extraordinary Items and Tax (V - VI)	63,820,574.29	(10,304,081.20)	63,820,574.26	(10,304,083.22)
VIII Extraordinary Items	-	-	-	-
Depreciation on account of change in method	-	-	-	-
IX. Profit Before Tax (VII- VIII)	63,820,574.29	(10,304,081.20)	63,820,574.26	(10,304,083.22)
X Tax Expense:
(1) Current Tax	-	-	-	-
(2) Deferred Tax	(3,255,257.00)	11,408,280.06	(3,255,257.00)	11,408,280.06
XI Profit (Loss) for the Period From	67,075,831.29	(21,712,361.26)	67,075,831.26	(21,712,363.28)
Continuing Operations (VII-VIII)
XII Profit (Loss) for the period (XI + XIV)	67,075,831.29	(21,712,361.26)	67,075,831.26	(21,712,363.28)
XIII Earnings Per Equity Share:
(1) Basic	5,795.39	(1,875.96)	5,795.39	(1,875.96)
(2) Diluted	5,795.39	(1,875.96)	5,795.39	(1,875.96)

DIVIDEND:

In order to conserve the resources, the Directors did not recommend any dividend for the year 2022-23.

RESERVE & SURPLUS:

The Reserves and Surplus according to standalone audit report is Rs. 16,763,634.43 as against Rs. (50,454,454.22) during the previous year, whereas according to consolidated audit report it is Rs. 16,763,631.24 as against Rs. (50,454,457.39) during the previous year.

PRESENT OPERATIONS AND FUTURE PROSPECTS:

The total revenue of the Company as per standalone basis is Rs. 99,682,969.13 as against Rs. 18,663,056.61 during the previous financial year whereas, as per consolidated basis total revenue generated is of Rs. 102,740,064.82 as against Rs. 23,442,705.55. The net profit after tax according to standalone and consolidated basis stands to Rs. 67,075,831.26 as against the net loss of Rs. 21,712,363.28 during the previous financial year. Your Directors are not viewing much bright future growth of the Company.

BUSINESS OVERVIEW AND STATE OF COMPANYS AFFAIRS:

The detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. APPOINTMENT & RESIGNATION OF DIRECTORS:

During the Year under review, there is no change in the board of directors of the company. The existing and present structure of Board of Directors is as follows:

SR. NO. CATEGORY	NAME OF DIRECTORS
PROMOTER AND EXECUTIVE DIRECTOR
1. Chairman and Managing Director	Mayur Mukundbhai Desai
2. Director	Sonal Mayur Desai
3. Director	Shaival Mayurbhai Desai
NON EXECUTIVE DIRECTOR
4. Independent Non Executive Director	Ashish Navnitlal Shah
5. Independent Non Executive Director	Ashish Desai

II. RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of section 152 of the Companies Act, 2013, Mrs. Sonal Mayur Desai (DIN: 00125704), will retire by rotation at ensuing Annual General Meeting and being eligible, offers herself for reappointment and his brief profile is given in this report as notes to the notice.

III. DECLARATION BY INDEPENDENT DIRECTORS:

The following directors are independent directors of the company in terms of Section 149(6) of the Act and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure requirements) Regulations 2015; 1. MR. ASHISH NAVNITLAL SHAH 2. MR. ASHISH DESAI The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

IV. COMPLIANCE OFFICER:

Mrs. Madhuri Niconkumar Mistry, Company Secretary & Compliance Officer of the company has resigned with effect from 30^th August, 2022 from the post of Company Secretary & Compliance Officer of the company due to pre-occupation.

Ms. Bhavya Maniyar, Company Secretary holding requisite qualification from the Institute of Company Secretaries of India, having Membership No. A62856 has been appointed/working as Company Secretary (KMP) & Compliance Officer of the company with effect from 1st September, 2022.

V. CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER:

Mr. Jagdish Nagindas Limbachiya holds designation of Chief Financial Officer of the Company but due to his non punctuality to attend the office Mr. Harshil Desai has been appointed as Chief Operating Officer of the company w.e.f. 8^th July, 2022 and powers of Mr. Jagdishbhai Limbachiya, CFO has been delegated to Mr. Harshil Desai, COO of the Company. However, w.e.f. 28/06/2023, the board has terminated Mr. Jagdish Limbachiya due to his non presence on duty and irregularities and on his presence Ms. Varsha Deepakbhai Bhachani has been appointed w.e.f. 29/06/2023.

CORPORATE GOVERNANCE:

Since the Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation And Disclosure Requirements) Regulation, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance Report does not form part of this Annual Report.

SUBSIDIARY, ASSOCIATES & JOINT VENTURE:

The Company has no Subsidiary which exists or has ceased during the period under review. However, the Company has invested in Joint Ventures namely KCL- SRPL (JV- Bharuch & Deesa Project), KCL-SRPL (JV Kalol Project), MCC- SRPL(JV Palanpur Project) the details of which can be followed in the notes to the financial statements. The company has made disinvestment in Shaival Transport LLP and ceased to be partner in the said LLP on 17/09/2020. The details are annexed herewith as per "Annexure -A" in FORM AOC-1.

PUBLIC DEPOSIT:

During the year under review your Company has neither accepted the deposit from public nor renewed the same and has neither defaulted in the repayment of deposits or payment of interest during the financial year as envisaged by Chapter V of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

Net Profit before tax of the company for Financial Year 2022-23 is Rs. 6,38,20,574.29 (including profits from sale of fixed assets) which is exceeding Rs. 5 Crore, but net profit exceed 5 cr due to sale of fixed asset of the company and as per the provisions of section 198 of Companies Act, 2013, while computation of net profit, profit from sale of fixed assets is which is Rs. 7,26,74,609 excluded, therefore, without considering profit from sales of fixed assets, net loss of the company is Rs. 88,54,035.24 and hence, as per the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility activity (CSR Activity) is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO: The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as requires under section 134(3) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Account) Rules, 2014 are not applicable, hence not mentioned. Moreover, during the year, the Company has no Foreign Exchange earnings and no foreign exchange outgo during the year.

DISCLOSURES:

I. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business and on arms length basis. Details of transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per "Annexure-B" in FORM AOC-2. During the year the company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company and stakeholders at large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to the financial statement.

II. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy is annexed as "Annexure C" to this report and also placed on the Companys website: www.shaivalgroup.ooo.

PARTICULARS OF EMPLOYEES:

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000 per month/- or Rs. 1,02,00,000 per annum and hence, the company is not required to give information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the following details form part of the Boards Report: -

i) Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- "Annexure D"

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes and commitments, affecting the financial position of the company have occurred between the end of financial year to which this Financial Statement relates and up to the date of Annual Report and hence no comments required.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

CHANGES IN SHARES CAPITAL:

There is no change in the authorised and paid up share capital of the company during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTORS EDUCATION & PROTECTION FUND:

Since last some years, the Company is not declaring any dividend. Therefore, it is not required to transfer to Investor Education and Protection Fund during the year.

INSURANCE:

All the assets of the company are adequately insured and the Company has developed proper system for taking insurance on all its insurable assets in order to mitigate the risk.

EXTRACT OF ANNUAL RETURN:

Pursuant to provisions of rule 12(1) of the Companies (Management and Administration) Rules, 2014 and Section 92(3) of the Companies Act, 2013 as amended, the extract of annual return in Form MGT-9 is not required to be annexed herewith in the report. The Company is having website and therefore, it will publish annual return on its website i.e. www.shaivalgroup.ooo after filing Form MGT-7 on MCA portal.

AUDITORS:

I. STATUTORY AUDITORS & AUDITORS REPORT:

The statutory auditor namely, M/s. Jaimin Deliwala & Co., Chartered Accountants (FRN: 103861W) has been appointed as the statutory auditors of the company since 29^th September, 2022 for a period of five years i.e. upto the Annual general meeting to be held in the financial year 2026-27 on such remuneration and terms and conditions as may be decided by the board.

Ministry of Corporate Affairs, vide notification dated 7^th May, 2018 has come with the amendment in Companies (Audit and Auditors) Amendment Rules, 2018 regarding non requirement of ratification of Auditor at every Annual General Meeting after his appointment as a Statutory Auditor of the Company. Therefore, ratification of appointment of auditor is not proposed in the ensuing Annual General Meeting.

AUDITORS REPORT:

The Auditors Report does not contain any qualification, reservation or adverse remark(s) on the financial statements for the year ended March 31, 2023. The notes of accounts referred to in the auditors report are self explanatory and therefore do not require any further comments.

II. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Ronak Doshi & Associates, Practicing Company Secretary to undertake Secretarial Audit for the financial year ended on 31^st March, 2023. Secretarial Audit Report is annexed as "Annexure E" as Form MR-3. The Board has duly reviewed the Secretarial Auditors Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

III. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause (10) (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A certificate from Shri Ronak D Doshi, Practicing Company Secretary certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by SEBI or MCA or any such statutory authority, it is enclosed as "Annexure F".

IV. INTERNAL CONTROL AUDITOR AND SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made there under, the company has its proper system of Internal Control and it regularly monitor the safeguarding of its assets, prevention and detection of frauds and errors and accuracy and completeness of accounting records including timely preparation of financial information.

Mrs. Vikeeta Kaswala, Internal Auditor of the company, together with Statutory Auditor of the Company M/s. Jaimin Deliwala & Co. consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

ENVIRONMENT, HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

i. Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy. During the year, none of the matter having any unethical practices or behavior was reported to the Company. The Vigil Mechanism/Whistle Blower Policy can be accessed at the Companys Website: www.shaivalgroup.ooo.

ii. Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

MEETINGS OF THE COMPANY: I. BOARD MEETINGS:

The Board of Directors duly met at regular intervals during the mentioned financial year as per the Act with the gap between two board meetings not exceeding 120 days and in respect of those meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The Company has conducted Six (6) Board meetings dated 09/05/2022, 28/05/2022, 08/07/2022, 30/08/2022, 10/11/2022 and 27/02/2023.

Attendance of Board Meeting:

SR. NO. NAME OF DIRECTORS	NO. OF BOARD MEETING
	HELD	ATTENDED
1. MRS. SONAL MAYUR DESAI	6	5
2. MR. MAYUR MUKUNDBHAI DESAI	6	6
3. MR. SHAIVAL MAYURBHAI DESAI	6	6
4. MR. ASHISH NAVNITLAL SHAH	6	5
5. MR. ASHISH DESAI	6	6

II. COMMITTEES AND THEIR MEETINGS:

A. AUDIT COMMITTEE:

The constitution of Audit Committee includes Mr. Ashish Navnitlal Shah, Chairman and Mr. Ashish Desai and Mr. Mayur Mukundbhai Desai as members of the Audit Committee. The Company Secretary act as Secretary to the Meeting. The constitution of Audit Committee meets with the requirements under Section 177 of the Companies Act, 2013 and any other regulatory provisions. The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Companys Financial Statements. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

Terms of Reference:

The terms of reference of the Audit Committee include approving and implementing the audit procedures, reviewing financial reporting systems, internal control systems and control procedures and ensuring compliance with the regulatory guidelines under Section 177 of the Companies Act, 2013 and any other regulatory provisions.

Powers of the Audit Committee:

The Audit Committee has powers that include the following:

a) To investigate any activity of the Company within its terms of reference

b) To seek information from any employee

c) To obtain outside legal and other professional advice

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

Audit committee meeting:

The Audit Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The Company has conducted 6 (Six) meetings during the year dated 09/05/2022, 28/05/2022, 08/07/2022, 30/08/2022 , 10/11/2022 and 27/02/2023.

Attendance of Audit Committee Meeting:

Sr. No. Name of Directors	No. of Board Meeting
	Held	Attended
1. MR. ASHISH NAVNITLAL SHAH	6	5
2. MR. ASHISH DESAI	6	6
3. MR. MAYUR MUKUNDBHAI DESAI	6	6

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is entrusted with the responsibility of finalizing the remuneration of Executive / Whole Time Directors as well as CFO and CS.

Presently, Mr. Ashish Desai, Non Executive Independent Director is Chairman of Nomination and Remuneration Committee and Mr. Ashish Navnitlal Shah and Mr. Shaival Desai are members of the Committee.

The Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration Committee. The Committee met 2 (Two) times during the year 2022-2023 on 08/07/2022 and 30/08/2022. It has complied with the provisions of Section 178 of the Companies Act, 2013.

Attendance of Nomination and Remuneration Committee Meeting:

Sr. No. Name of Directors	No. of Board Meeting
	Held	Attended
1. MR. ASHISH NAVNITLAL SHAH	2	2
2. MR. ASHISH DESAI	2	2
3. MR. SHAIVAL DESAI	2	2

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee as per Companies Act, 2013. Presently, the Stakeholders Relationship Committee comprising of Mr. Ashish Desai, Chairman of the Committee, Mr. Ashish Navnitlal Shah and Mrs. Sonal M Desai are members of the Committee. They inter alia, approve issue of duplicate certificates and oversee and reviews all matters connected with the securities transfers. The Committee also looks into redressal of shareholders complaints relating to transfer of shares, non-receipts of balance sheet, non-receipt of declared dividends, etc. The Committee overseas the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services.

The Company has designated the below cited e-mail ID of the Grievance Redressal Division / Compliance Officer to Mrs. Madhuriben Mistry till 30/08/2022 and to Ms. Bhavya Patel, Company Secretary w.e.f. 01/09/2022 exclusively for the purpose of registering complaints by investors. E-mail ID – shaivalgroup@gmail.com

None of the request for transfers, dematerialization and re-materialization was pending for approval as on 31^st March, 2023.

The Committee met 2 (Two) times during the year on 30/08/2022 and 27/02/2023.

Attendance of Stakeholder relationship Committee Meeting:

Sr. No. Name of Directors	No. of Board Meeting
	Held	Attended
1. ASHISH NAVNITLAL SHAH	2	2
2. ASHISH DESAI	2	2
3. SONAL M DESAI	2	2

III. INDEPENDENT DIRECTORS MEETING:

During the year under review, a separate meeting of Independent Directors was held on 9^th May, 2022 inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole,

2. Evaluation of performance of the Chairman of the Company, taking into account the views of other Executive and Non-Executive Directors and

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board and that is necessary to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting.

INDUSTRIAL RELATIONS:

The relations with the laborers were cordially in nature.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of Chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Management Discussion & Analysis Statement and the Auditors Certificate regarding Compliance of Conditions of Corporate Governance are part of this Annual Report.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and National Stock Exchange Limited, the shares of the Public Company must be under compulsory Demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) limited and the Demat activation number allotted to the Company is ISIN: INE262S01010. Presently all the shares of the company i.e. 100% shares are held in electronic mode.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal Act, 2013):

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors further state that no complaints regarding the sexual harassment were raised during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the Board confirms and submits the Directors Responsibility Statement:-

a) in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 AS PER COMPANIES ACT, 2013:

The Company has not provided directly or indirectly any loan to any other person or body corporate or has given any guarantees or provide security in connection with loan to any other body corporate or person and acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid up capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more and hence it is within the purview of Section 186 of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and as per Regulations under SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination and Remuneration Committee. The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management. The performance of the committees viz. Audit Committee and Nomination & Remuneration Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management. The directors expressed their satisfaction with the evaluation process and outcome. The performance on Non- Independent Director, including Chairman was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

FRAUD:

The company officials have made investigation regarding the suspected fraud and given their report to the board and the audit committee.

RISK MANAGEMENT SYSTEM:

The Company has developed and implemented a risk management system which identifies, assess, monitor and mitigate various risks on continuation basis, which may threaten the existence of the Company.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Name of directors	Relationship with other director
Mr. Mayur Mukundbhai Desai	Managing Director and self
Mrs. Sonal Mayur Desai	Director and wife of Mr. Mayur M Desai
Mr. Shaival Mayurbhai Desai	Director and son of Mr. Mayur M Desai
Mr. Ashish Navnitlal Shah	None
Mr. Ashish Desai	None

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions, Companys bankers and customers, vendors and investors for their continued support during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance year after year and look forward to their support in future as well.

Registered Office:	By Order of the Board
A/1, Maharaja Palace,	For, Shaival Reality Limited
Near Vijay Cross Road, Navrangpura,
Ahmedabad – 380009.	Sd/-	Sd/-
	MAYUR M. DESAI	SHAIVAL M DESAI
Date: September 1, 2023	MANAGING DIRECTOR	DIRECTOR
Place: Ahmedabad	DIN: 00143018	DIN: 03553619