Rajsanket Realty Ltd Directors Report

To,

The Members,

Rajsanket Realty Limited.

Your Directors present their 34^th Annual Report and the Audited Annual Accounts for the year ended 31^st March, 2019.

1. Financial Performance:

The Companys Financial Performance for the financial year ended on 31st March, 2019 under review along with previous years figures are given hereunder:

		(Amount in Rs.)
Particulars	F. Y. 2018-19	F. Y. 2017-18
	(As at 31/03/2019)	(As at 31/03/2018)
Total Income	33,41,68,847	1,16,93,77,559
Less: Total Expenses	44,38,86,084	1,23,03,79,047
Profit /(Loss) before tax	(10,97,17,237)	(6,10,01,487)
Current tax	-	-
Deferred tax	(1,66,95,299)	(1,25,05,127)
Profit /(Loss) for the year after tax	(9,30,21,938)	(4,84,96,360)

2. Dividend:

Your Directors do not recommend any dividend for the financial year ended 31^st March, 2019.

3. Transfer To Reserves:

During the year under review, no amount has been transferred to reserves.

4. Transfer of unclaimed dividend to investor education and protection fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in previous years.

5. Share Capital:

Issue of equity shares with differential rights

During the financial year under review, there was no issue of equity shares with differential rights in terms of rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

Issue of sweat equity shares:

During the financial year under review, there was no issue of sweat equity shares as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

Buy back of securities:

The company has not bought back any of its securities during the year under review.

Issue of bonus shares:

No bonus shares were issued during the year under review.

Issue of shares under employees stock option plan:

The company has not provided any stock option scheme to the employees.

6. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

7. Human Resources:

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

8. Risk Management Policy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

9. Internal Financial Controls with reference to Financial Statements:

The Company has in place adequate internal control with reference to financial statements. The Board has adopted the policy and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, the prevention and detection of errors and fraud, the accuracy and completeness of the accounting records.

10. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors, to the best of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts, for the year ended March 31^st 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) they have selected such accounting policies have been selected and applied consistently and judgment and estimates have been made 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^st 2019 and of loss of the Company for the year ended on that date;

(c) they have taken proper and sufficient care has been taken 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) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

11. Directors and Key Managerial Personnel:

During the year under review, the shareholders of the Company as at their 33^rd Annual General Meeting (AGM) held on 28^th September, 2019, approved re-appointed of Mr. Haresh Kumar V. Suataria as Whole Time Director for a period of 3 (Three) years with the effect from 01st April, 2018 to 31st March, 2021, and also approved re-appointed of Mr. Anuj M. Patel as Director of the Company whose office was liable to retires by rotation.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

Performance Evaluation of the Board, Committees and Director

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, performance of Individual Directors and the working of its Committees.

The Director made a self-assessment of their effectiveness in terms of attendance, contribution at Meetings and guidance/support extended to the Management outside Board/ Committee Meetings. The feedback received from the Directors was discussed and reviewed by the Independent Directors and also shared with Nomination and Remuneration Committee.

Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Remuneration Policy:

This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors, in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. This policy lays down the criteria for determining qualifications, positive attributes and independence of directors and selection and appointment of Directors, Senior Management and their remuneration and evaluation of Independent Director and the Board. This policy also includes the Policy on Board diversity.

Number of Meetings of the Board:

During the year under review, Seven Meeting of the Board of Directors were held. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

12. Audit Committee Composition

The Composition of the Audit Committee of the Company is as follows:

1. Shri. Jignesh P. Waghela – Chairperson of the Committee

2. Smt. Nayna S. Desai – Member of the Committee

3. Shri. Haresh Kumar V. Sutaria - Member of the Committee

13. Details of establishment of vigil mechanism for director and employees:

The Company had adopted a Whistle Blower Policy ("the Policy") as required under Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. The Policy has been formulated with a view to provide a mechanism for directors and employees of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Company in case of any concern.

14. Contracts and Arrangements with Related Parties:

During the year under review, the Company has not entered into any contract/arrangement /transaction with related parties.

15. Particulars of Loans given, Investments made, Guarantees given and Securities provided:

During the year the Company has given the loans under section 186 of the Companies Act, 2013 and details of which are as under:

Sr. No.	Name of Entity/Firm to whom loan given	Net Amount in Rupees of Loan Given
1.	Krisha Enterprises Private Limited	9,54,85,000/-
2.	Rajesh Investment	25,94,734/-

However, during the year under review there were no guarantees given, investments made and securities provided by the company under Section 186 of the Companies Act, 2013.

16. Particulars of Employees:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure "A" to this report.

However, the company does not have any employee who is in receipt of remuneration which falls within the limits as specified in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the disclosure under said rule is not applicable to the Company for the financial year 2018-19.

17. Statutory Auditors:

M/s. Ambavat Jain & Associates LLP, Chartered Accountants were appointed as Statutory Auditors of Company at the Annual General Meeting held on 28^th September, 2017, for a term of five consecutive years, subject to ratification by Members at every intervening Annual General Meeting.

However, in accordance with the Companies Amendment Act, 2017, enforced on 07^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified by the members of the Company at every intervening Annual General Meeting.

18. Auditors Report:

The Auditors Report to the Shareholders for financial year 2018-19 does not contain any reservation or adverse remark and but on the qualified opinions given by the auditor, your directors hereby state the following:

In respect to compliance of section 186 with regards to waiver of the interest on the current loan of Rs. 1,48,45,63,333/- given to M/s. Rajesh Estates And Nirman Private Limited (RENPL) and M/s. Rajesh Milestone Developers Private Limited (RMDPL) in earlier years, the company has received requests from borrower RENPL and RMDPL during the year for waiver of interest on outstanding loan given by the company to RENPL and RMDPL. The request is given on account of acute liquidity crunch and financial stringency faced by RENPL and RMDPL due to various regulatory, economic, financial and other macro and micro factors. The board of directors of the company has considered the same and accepted the request with a view to provide liquidity relief so as to facilitate RENPL and RMDPL to overcome the difficulties for the time being and thus to safeguard the said outstanding loans.

Thus, the board has accepted the requests for waiving the interest payable by RENPL and RMDPL to the company. Please note that loans when given on various dates at the interest rate of 12 % has always been in compliance of the provisions of section 186(7) of the Companies Act, 2013.We further confirm that the realization of the said loans are not of any doubtful nature based on the managements appraisals of the financial position of RENPL and RMDPL, discussions with RENPL and RMDPL from time to time, monitoring of RENPLs business progress etc. The requests have been accepted considering many overall factors, some of which are beyond the control of RENPL and RMDPL as well.

Further that Opinion in respect to internal financial controls and other observation report are self explanatory.

19. Secretarial Auditors:

M/s. V. V. Chakradeo & Co., the Practicing Company Secretaries were appointed as Secretarial Auditor to undertake Secretarial Audit of the Company for the year 2018-19. Their Secretarial Audit Report, in prescribed From No. MR-3, is annexed herewith as Annexure "B" to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverse remark. However on the observations of the Secretarial Auditor in their report your directors hereby state the following:

1. With regards to the waiver of the interest on current loans same as stated above in point no. 18 in respect to statutory auditor report.

2. Observation in respect to provident fund is self explanatory.

20. Internal Auditors:

In accordance with provisions of Sections 138 of the Companies Act, 2013 and pursuant to the recommendation of the Audit Committee, Shri. Vasant J. Mehta, Chartered Accountants, (Firm Reg. No. 138554W), has been appointed as Internal Auditor of the Company for conducting Internal Audit of the Company for the Financial Year 2018-19.

The Internal Auditor independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements.

The Audit Committee of Directors periodically reviews the reports of the internal auditors and corrective actions taken by the Management with regard thereto.

21. Cost Auditors:

Pursuant to provisions of section 148 (3) of the Companies Act, 2013 and rule 6(2) of the Companies (Cost records and Audit Rules) 2014 M/s Vinod C. Subramaniam & Co., Cost

Accountants (Firm Registration No. 102395), has been appointed as Cost Auditor of the Company for conducting audit of cost records of the Company for the Financial Year 2018-19.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo:

The information as required under Section 134(3)(m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange Earnings And Outgo

During the year, Foreign Exchange Earnings was of Rs. Nil (Previous year of Rs. Nil).

During the year, Foreign Exchange Outgo was of Rs. Nil (Previous year of Rs.1,85,63,773/-).

23. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C" to this report.

24. Public Deposit:

The company has not invited/accepted any deposit from the Public during the year under review.

25. 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:

a. The Whole-time Director of the Company has not received remuneration or commission.

b. No significant or material order were passed by the regulators or courts or tribunals which impact the going concern status and the Companys operation in future.

c. During the year, there were no event of the Sexual Harassment of Women at Workplace occurred and also no cases filed pursuant to the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013.

26. Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the customers, vendors and members 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 executives, staff and workers.

Note: Notes given in the notes forming part of accounts are self-explanatory, therefore it does not require any explanation from the Board.

On Behalf of the Board of Directors

For Rajsanket Realty Limited

Sd/-

Shri Haresh Kumar V. Sutaria

Chairman

Place: Mumbai

Date: 30th May, 2019