Giriraj Civil Developers Ltd Directors Report.

To,

The members of

GIRIRAJ CIVIL DEVELOPERS LIMITED

Your Directors presents their Fifteenth Annual Report and Audited Accounts for the year ended March 31,2020.

Financial Results

The Companys financial performance, for the year ended March 31, 2020 is summarized below:

PARTICULARS FOR THE YEAR ENDED 31/03/2020 OR THE YEAR ENDED 31/03/2019
Gross Sales/Contract Receipt 27,42,51,911 49,43,17,988
Profit Before Taxation 1,36,15,913 3,13,91,086
Less: Provision Taxation 34,75,000 82,50,000
Less (Add): Provision for Deferred Tax (36,775) 43,087
Less (Add): Adjustment of Taxation (1,55474) 1,32,076
Profit After Taxation 1,03,33,162 2,29,65,923
Less : Transferred to General Reserve 10,00,000 25,00,000
Less : Gratuity Provision - -
Add : Profit Brought Forward from P.Y. 15,76,50,179 13,71,84,256
Balance Carried to Balance Sheet 16,69,83,341 15,76,50,179
Basic / Diluted Earnings Per Share 3.19 7.08

Operations and Outlook

The net income from operation decreased to Rs. 24.44 Crore from Rs. 43.83 Crore in the last year and the company incurred a profit of Rs. 1.03 Crore as against profit of Rs. 2.30 Crore in the last year.

Dividend

In order to conserve the resources and to meet business requirements, your Directors have not recommended any dividend for the FY ended 31st March, 2020.

Transfer to Reserves

Amount of Rs. 10,00,000/- has been transferred to General Reserves for the financial year 2019-20.

Fixed Deposits

The Company has neither invited nor accepted any fixed deposits from the public.

Share Capital

During the year under review, there is no change in the Share Capital of the Company.

Subsidiary, Joint Venture and Associate Company

The Company does not have any subsidiary or associate company except partnership in Joint Venture Firms namely M/s. Dev Engineers & Giriraj, M/s. Moksha Constructions Giriraj, M/s. Giriraj-KK JV, Prime-Giriraj-KK (JV), M/s. R.1C. Madani& Giriraj. Details of JV partners and their share in the firms are disclosed in the notes to the Financial statements.

Directors Responsibility Statement

Your Directors state that:

i. In the preparation of the annual accounts for the year ended March 31,2020, the applicable accounting standards have been followed and there are no material departure from the same;

ii. 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 ot the state of affairs of the Company as at March 31,2020 and of the profit of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively ; and

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

Corporate Governance

The Company being listed on SME platform of NSE emerge, the compliance with Corporate Governance provisions is not applicable to the company as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Management Discussion and Analysis

A brief note on management discussion and analysis is annexed which forms part of the Directors Report.

Contracts and Arrangements with related parties

All transactions entered into with related parties during the financial year were in ordinary course ol business and on arms length price basis. Suitable disclosures as required under AS 18 have been made under notes to Financial Statements. Disclosure of particulars of contracts/arrangements entered into by the company with related parties is in Form AOC-2 at Annexure I.

Declaration by Independent Director under sub-section (6) of section 149

The Company has received Declaration that the Independent Director meets the criteria of Independence laid down in sub-section (6) to section 149 to the Companies Act 2013.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. Listing

The equity shares of the company are listed at SME platform of NSE Emerge and listing fee lor the financial year 2020-21 has been paid to the concerned Stock Exchange.

BOARD OF DIRECTORS

As on 31sl March, 2020, the Company had Three (3) Directors consisting of Managing Director, Whole Time Director and Non-Executive Director on its Board.

During the FY 2019-20 under review, the following Appointments/Resignations of Directors and Key Managerial Personnel (KMP) were held.

l. Ms. Manisha Soni had resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 26/04/2020.

POLICIES

a) Policy for Selection of Directors and determining Directors Independence

1. Policy

Qualification and Criteria

a) The Nomination and Remuneration (NR) Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with understanding of industry & strategy of the Company.

b) In evaluating the suitability of individual Board members, the NR Committee may take into account factors, such as:

• General understanding of the Companys business & industry.

• Educational and professional background

• Personal and professional ethics, integrity and values

c) The proposed appointee shall also fulfill the entire requirement as may be prescribed, from time to time, under the Companies Act, 2013 and other relevant laws.

2. Criteria of Independence

a) The NR Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationship are disclosed by a Director.

b) The criteria of independence, as laid down in Companies Act, 2013 shall be followed.

c) The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule V to the Companies Act, 2013.

b) Remuneration policy for Directors, Key Managerial Personnel and other Employees

A. Introduction

The Company has formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

i) Ensuring that the level and composition of remuneration is reasonable to attract, retain and motivate, to run the company successfully.

ii) Ensuring that relationship of remuneration to performance is clear.

B. Scope and Exclusion

This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

C. Terms and References

In this Policy, the following terms shall have the following meanings:

i) "Director" means a director appointed to the Board of the Company.

ii) "Key Managerial Personnel" means

a) The Chief Executive Officer or the managing director or the manager;

b) The Company Secretary;

c) The Whole-time Director;

d) The Chief Financial Officer; and

e) Such other officer as may be prescribed under the Companies Act, 2013

iii) Nomination and Remuneration Committee" means the committee constituted by Companys Board in accordance with the provisions of Section 178 of the Companies Act,

D. Policy

1. Remuneration to Executive Directors and Key Managerial Personnel

i) The Board, on the recommendation of the Nomination and Remuneration (NR) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits as per the law/ approved by the Shareholders.

ii) The Board, on the recommendation of the NR Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

2 Remuneration to Non-Executive Director

The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits as per the law / approved by the shareholders.

3 Remuneration to other employees

Remuneration to individual employee shall be accordingly to their qualification and work Experience.

Board Evaluation

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors on the basis of various aspects /criteria of board/ Committee Governance.

The criteria & aspects covered in the evaluation included knowledge to perform the role, level of oversight, performance of duties and the fulfilment of Directors obligations and fiduciary responsibilities , including but not limited to, active participation at the Board and Committee meeting.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.

Training of Independent Directors

Whenever new Non-executive and Independent Directors are inducted in the Board they are introduced to our Companys Organization structure, our business, constitution, board procedures and management strategy. They are provided with Company annual reports, etc.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there are no employee drawing remuneration in excess of the limits set out in the said rules.

The information pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and other entitles thereto, excluding the information on employees and remuneration particulars which is available for inspection at the registered office of the company during business hours on working days till the date of ensuing annual general meeting of the company. If any member is interested in obtaining a copy thereof, such member may write to the Company in this regard.

Auditors and Auditors Report

Statutory Auditor

In the AGM held on 29.09.2018, M/s. L.L.B and Co., Chartered Accountants, (Firm Registration No. 1 17558W), has been appointed as Statutory Auditors for a period of 5 years i.e. from the conclusion of 13th Annual General Meeting until the conclusion of the 18th Annual General Meeting.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mr. Sandeep Dubey, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report for the financial year ended March 31,2020 is annexed herewith marked as Annexure II to this Report.

The Company being listed on SME platform, the compliance with the Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI LODR Regulations, 2015, is not applicable to the Company.

DISCLOSURES Vigil Mechanism

The Companys whistle Blower Policy/ Vigil Mechanism (mechanism) is formulated for securing/ reporting deterring/ punishing/ rectifying any unethical, unlawful acts, behavior etc. and to enable to voice/ address bonafide concern of malpractice, deviation from the policies of the Company internally in an effective and systematic manner after its discovery.The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at www.girirai.co

Code for Fair disclosure, Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulation,2015, The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.giriraj.co

Meetings of the Board

Ten meetings of the Board of Directors were held during the financial year from April 01, 2019 to March 31,2020. The dates on which the meetings were held are as follows:-

02.04.2019, 22.05.2019, 30.05.2019, 30.07.2019, 23.08.2019, 01.11.2019, 14.11.2019, 30.01.2020, 20.02.2020 and 10.03.2020.

Committees of the Board

The company has following committee of the Board:-

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

The compositions, powers, roles, terms of reference, etc. and no. of meeting held of relevant Committees is as per the requirements of the applicable laws.

Particulars of Loans, Guarantees or Investments

Pursuant to the provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loan given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security, if any, is disclosed in the financial statements.

Development and Implementation of a Risk Management Policy

The company does not envisage any risk, which may threaten the existence of the company. Company takes all necessary steps to identify measures & manage risk effectively.

Extract of Annual Return

As per the amendments carried out by the Companies (Amendment) Act, 2017 in section 92(3), every company shall place a copy of the annual return on the website ot the company, it any, and the web- link of such annual return shall be disclosed in the Boards report. A copy of Extract of Annual Return of the Company is available on our website www.girirai.co

General

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. No orders were passed by the Regulators or Courts or Iribunals which impact the going concern status and Companys operations in future.

The Listing Department of the National Stock Exchange vide its Circular dated. February 04, 2020 under reference no. 0129/2020 has suspended the trading in securities of the company w.e.f. February 26, 2020 for non-compliance with Regulation 33 of the SEBI (LODR) Regulations, 2015 for two consecutive quarters i.e. March 31,2019 and September 30, 2019. Consequently, the Exchange has suspended the trading in securities of the company w.e.f. February 26, 2020 and shifted the trading in securities on Trade for Trade basis in Series "BZ". Further, on account of such non-compliances, the Exchange has also freezed the entire shareholding of the Promoters and Promoters group held in their demat accounts, and towards such non-compliances the Exchange has also levied fine in pursuance ol the SEBI SOP circulars.

The Company has now complied with all the non compliances observed by the Exchange and that for revocation of suspension, revocation application along with all the required documents and revocation fees has been submitted with the Exchange. Also, application for waiver of SOP fines has also been filed with the Exchange and that the outcome is awaited. The Company is in earnest discussions with the Exchange and shall update its stakeholders as soon as the suspension is revoked by the Exchange.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Since Companys business does not involve any manufacturing activity the information required to be provided under Section 134 (3)(m) of the Companies act, 2013 read with the Companies ( Accounts ) Rules, 2014 are nil / Not applicable.

Your company neither earned nor spent any foreign exchange during the year.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, Board members and members of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys employees.

For and on behalf of the Board

Krushang Shah \ Whole Time Director

\

Mahesh Shah Managing Director

Place: Mumbai \ Date: 30.05.2020