Brand Realty Services Ltd Directors Report.

To,

The Members,

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

FINANCIAL HIGHLIGHTS

(Rupees in lakhs)

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

COMPANY PERFORMANCE

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

DIVIDEND

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

FIXED DEPOSITS

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AND COMMITMENT

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

SHARE CAPITAL

(A) Authorized Share Capital

The Authorized Share Capital of the Company stands at Rs.160,000,000/-(divided into 16,000,000 Equity shares of Rs. 10/- each). During the year, there has been no change in the Authorized Share Capital of the Company.

(B) Paid-up Share Capital Equity

The paid up Share Capital of the Company stands at Rs.30,044,000/- (divided into 3,004,400 Equity shares of Rs. 10/- each). During the year, there has been no change in the paid up Share Capital of the Company. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any scheme.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIAL POSITION

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a)Board of Directors:

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

in accordance with the provisions of Articles of Association and Companies Act, 2013. Further, the Company has received notice under Sec 160 proposing his candidature for Directorship, the matter for appointing him as an Independent Director, not liable to be retire by rotation. He is also holding 42,479 equity shares (1.4139%) in the Company

(b)Key Managerial Personnel (KMP):

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

Managerial Personnel:

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

(c)Board Evaluation

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

The evaluation process focused on various aspects of the board and is committees such as the size, structure, composition and expertise of the board, frequency of meetings, effective discharge of functions and duties by Board and Committee prescribed under the law and as per terms of reference, in case of the committees, ensuring the integrity of the companys accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board and Audit Committee), working in the interests of all the stakeholders of the company and such other factors.

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

(d)Independent Directors Declaration

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

1. Mr. Munish Bhardwaj

2. Mr. Nalin Mohan Mathur

Based on the confirmations received, none of the Directors are disqualified for being appointment/re-appointment as directors in terms of Section 164 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2018-19, Seven (7) Board Meeting were convened and held as on 20/04/2018, 30/04/2018, 30/05/2018, 01/06/2018, 30/06/2018, 31/08/2019, , 31/12/2018. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

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

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

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

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

Meetings

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

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

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

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

Nomination and Remuneration Committee of the Board has been reconstituted as per section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees.

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

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

Meetings

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

ATTENDANCE

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

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

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

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

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

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

Meetings

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

RISK MANAGEMENT COMMITTEE

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

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

The Committee comprises of Mr. Kamal Manchanda, Whole Time Director, as the Chairman of the Committee and Mrs. Aruna Manchanda, Non- Executive Director, Mr. Munish Bhardwaj respectively as the Members of the Committee. The Composition of the Committee is as per Regulation 21 of the Listing Regulations, 2015. The Chief Risk Officer is a permanent invitee to the Committee.

Meetings

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

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

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

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

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

During the year one meeting of the Independent Directors was held on 29.05.2018 without the attendance of non independent directors and members of management. All the independent directors attended the meeting.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in "Annexure-1".

DIRECTORS RESPONSIBILITY STATEMENT

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

a)in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b)the directors have 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 as at March 31, 2019 and of the loss of the Company for that period; c)the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has put in place necessary internal financial controls which are adequate and are operating effectively. The controls are adequate for ensuring the orderly and efficient conduct of the business, completeness of accounting records and timely preparation of reliable financial information, besides adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy, etc.

DETAILS OF FRAUD REPORTED BY AUDITORS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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

2019. These transactions entered were at an arms length basis and in the ordinary course of business. There were no materially significant related party transactions with the

Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

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

DISCLOSURE UNDER SUB- SECTION (3) OF SECTION 134 OF COMPANIES ACT, 2013, READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

A. CONSERVATION OF ENERGY

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

B.TECHNOLOGY ABSORPTION

Your Company actively pursues a culture of technology adoption, leveraging on the advancement to serve customers better, manage process efficiently and economically and strengthen control systems. The Company has maintained a technology friendly environment for its employees to work in. In keeping with the current trends in the areas of digital marketing and social media, the Company has effectively used these avenues in positioning itself in the market place and gain better Customer engagement.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE

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

POLICIES

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

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

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

 

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

AUDITORS

Statutory Auditor and report

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

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

Secretarial Auditor and report

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

Accordingly, M/s Parveen Rastogi & Co., Practicing Company Secretaries, was appointed as Secretarial Auditor for carrying out the secretarial audit of the Company for the Financial Year 2018-19. The secretarial audit report for the financial year ended 31st March, 2019 is annexed with the Boards report as "Annexure 4".

Internal Auditor

M/s J.K. Jain & Co., Chartered Accountant, having its office at Delhi was appointed as Internal Auditor of the Company for the F.Y. 2018-19 according to Section 138 of the Companies Act, read with Companies (Accounts) Rules, 2014 to carry out the roles and responsibilities during the current financial year which are as follows: The Internal Audit Department conducts comprehensive audit of functional areas and operations of the Company to examine the adequacy and compliance with policies, procedures, statutory and regulatory requirements. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggests streamlining of controls against various risks.

Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial control across the Company and ensure that the same are adequate and operating effectively.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

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

The notes on account referred to in Auditors Report are self-explanatory and, therefore do not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The secretarial Audit Report does not contain/ contains any qualification, reservations or other remarks.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

EXTRACT OF THE ANNUAL RETURN

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

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria as laid down under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, there was no requirement to constitute and formulate a committee under Corporate Social Responsibility.

LISTING

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

DEMATERAILIZATION OF SHARES

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

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

Sr. No. Particulars No. of Shares % of Shares
1. Held on dematerialized Form in CDSL 3,13,803 10.44%
2. Held on dematerialized Form in NSDL 24,00,247 79.90%
3. Physical 2,90,350 9.66%
Total 3004400 100%

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

WHOLE TIME DIRECTOR CERTIFICATE

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

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Code of Conduct to Regulate, Monitor and Report Trading by Insiders". "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" prescribes the framework for fair disclosure of events and occurrences that could impact price discovery in the market for securities of the

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

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

The Board of Directors has approved a Code of Conduct, which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management personnel are being provided appropriate training in this regard.

APPRECIATION AND AKNOWLEDGEMENTS

We thank our customers, business associates and bankers for their continued support during the Financial Year. We also place on record our sincere appreciation for the enthusiasm and commitment of Companys employees for the growth of the Company and look forward to their continued involvement and support.

By Order of the Board

For BRAND REALTY SERVICES LIMITED

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