Reliable Ventures India Ltd Directors Report.

Your directors have pleasure in presenting to you their Twenty Fifth (25th) Annual Report together with the audited statement of accounts of the company forthe 12 months period ended 31 st March 2018

the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1 st April 1, 2017. As such financial statements for the year ended as at March 31,2017 have been restated to conform to Ind AS.

FINANCIAL PERFORMANCE:

Asummary of the audited financial results forthe financial year is brought out hereunder:

PROFIT AND LOSS ACCOUNT Amt jn Rs. Lakhs

Operating Years

2017-18

2016-17

Revenue from operation

1632.90

1482.06

Other Income

45.12.06

40.89

Total Income

1678.02

1522.85

Expenses before depreciation

1376.70

1192.75

Income earned Before depreciation and tax

301.32.31

330.20

Provision for Depreciation and tax

270.95

190.46

Net Income forthe year

30.37

139.74

TotalNo.of;outstanding Equity shares

1101.29

1101.29

Earning Per Share (EPS)

0.28

1.27

BALANCE SHEET
Operating Years

2017-18

2016-17

Non-currentAssets

2137.81

2320.91

Net Current Assets

529.47

323.90

Capital Employed Represented by:

2667.28

2644.81

Equity share capital

1101.29

1101.29

Reserve & Surplus Deferred

1516.04

1485.67

Tax Liabilities

49.95

56.65

Net worth

2667.28

2643.61

Loan Fund

0.00

1.20

Capital employed

2667.28

2644.81

REVIEW OF OPERATING RESULTS:

During the period under report, the company registered a marginal growth of 9% plus in revenue over the previous year. The room occupancy revenue during the year was higher at Rs. 660.02 lacs against Rs.610.26 registering a growth worth Rs. 8.10 % over the previous year. Similarly Food and Beverage segment too rose to Rs. 934. 71 lacs against Rs. 810.08 lacs during the preceding year showing a marginal an improvement of 15.38% over the previous year.

However due to adoption of Indian Accounting Standards (lnd_AS) effective from 1st day of April, 2017, which-inter alia- entailed increase in provision for Depreciation to Rs. 270.95 lacs against Rs. 138.04 lace during the preceding year - the operating expenditure have been recorded at Rs. Rs. 1647.65 lacs against Rs. 1330.79 lacs during the preceding financial year culminating into a decline in the comprehensive income from Rs. 139.74 lacs to Rs. 30.37 and Earning Per Equity Share (EPS) of Company to Re. 0.28 from Re.1.27 during the preceding financial year.

The Management Discussion and Analysis forms a part of this report and covers amongst other matters, the performance of the Company during the Financial Year 2015-16 as well as the future outlook.

DIVIDEND:

Keeping in view the noticeable decline in the net profit of the Company, directors did not find it worthwhile to declare any dividend for thisyeartoo.

Directors Responsibility Statement

Based on the internal financial controls and compliance

systems established and maintained by the Company, the work performed by the Board committees, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year under report. Accordingly, in term of provisions contained under Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:—

a) In preparing the Annual Accounts, applicable accounting standards have been followed and there are no material departures;

b) The Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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 of the Company for the year;

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

d) The Directors have prepared the Annual Accounts of the Company on a "going concern" basis;

e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE REPORT

The Company is committed to the high standards of corporate ethics, professionalism and transparency. Exactly half of the Board of the Company is comprised of independent Directors. The Company is in compliance with the governance requirements provided under the Companies Act,2013 and listing regulations. The company has in place all the Committees required underthe applicable law.

As required by Regulations of the Listing Regulations, A report on the Corporate Governance for the financial year 2017-18 along with certificate of Auditors on Corporate Governance is annexed farming part of this report.

COMPLIANCE UNDERCOMPANIES ACT, 2013.

Pursuant to section 134 of the Companies Act, 2013, read with the Companies( Accounts) Rules, 2014, your Company has complied with the requirements and the details of the compliances under the Act are enumerated below:

Nos. of Meetings of the Board:

During the financial year under report, your Board of Directors met for 5 (five) Times without allowing a gap of 120 days between any two such meetings. The details of which can be seen the annexed Corporate Governance Report.

SHARE CAPITAL

During the period under report the authorized equity share capital was 2500 Lacs divided into 250 lacs equity shares of Rs. 10/- each and issued and paid up share capital was Rs. 1101.29 lacs, tabulated hereunder::

Category of shareholders

No. of shares held

% age to total share capital

Promoters, friends, relatives and persons concert

5828412

52.92

Non-resident Indians

1011543

9.19

Indian general public

4182688

37.98

LISTING:

The equity shares of the company are listed on Bombay Stock Exchange Limited (BSE) and its security code is 532124 and the company has paid the prescribed listing fee to the BSE.

BOARD OF DIRECTORS:

(a) Constitution

In the matter of constitution of the Board of Directors, the provisions contained underthe section 149 and section 152 of h the Companies Act, 2013, have been observed. Other details of Board of Directors can be seen in the Corporate Governance part to this report

The Board of directors of company comprised of total six directors and ratio of category of independent and executive Directors is 50:50.

(b) Retirement by rotation:

Ms. Rajendra Malpani, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommend re-appointment of Mr. Malpani as a Director on the Board.

The three Independent Directors at the first meeting of the Board for the Financial Year 2017-18 have confirmed that they meet the criteria of independence

as required under sub-section(7) of Section 149 of the Act. The Board was also of the opinion that the six Independent Directors meet the criteria of independence under sub-section (6) of Section 149 of the Act.

Other details about the Board can be seen in the Corporate Governance Report that forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE;

Although your company does satisfy the criteria of net worth and turnover required for attracting the provisions of corporate responsibility contained under Section 135, of the Companies Act, 2013, and therefore it need not to go for constitution of committee for Corporate Social Responsibilities and fulfill other requirements of the law on the subject, it still recognizes the need to minimize the impact of operation of its only hotel unit on environment. The hotel unit of the Company maintains large gardens in and around all its properties. The Company has made substantial investment for improving energy efficiencies and fresh water management in its only hotel property.

AUDIT COMMITTEE

In terms of Section 177 of the Companies Act, 2013, your Company has an Audit Committee constituted of the following Directors:

(a) Mr. Abdul Tahir, Independent Director-Chairman

(b) Mr. Ranjay K. Dawar, Independent Director, Member

(c) Mr. Rajendra Malpani, Director, Member.

All the members of the committee are financially literate within the meaning of explanation under regulation 18(1) (c) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015("Listing Regulations") other details can been seen in the report on corporate governance

CONSERVATION OF ENERGY:

Although the operations of the company do not involve any manufacturing and processing activities and the provisions contained under Section 134 dealing with conservation of energy are not squarely apply to it, being conscious of conservation of energy the company has taken following steps in conservation of electric energy:

1. Installation of LED lights in lobby, public areas and corridors in place of CFL lights.

2. Improving power factor and reducing line losses by installing suitable capacitor

FOREIGN EXCHANGE EARNING:

During the financial year2017-18 the company earned a foreign exchange gain worth Rs. 0.83 lacs against nil gain during the preceding financial year.

AUDITORS:

In 23 AGM of the company held on 28th December, 2016, in term of Section 139 of the Companies Act 2013, M/s. Parekh Shah & Lodha, a Mumbai based firm of chartered accountant holding firm registration No.10748Wwas appointed as statutory Auditors of the Company to hold the office as such from the conclusion the and 22nd AGM of the Company till the conclusion of 27th AGM of the Company subject to ratification of the firms appointment at every AGM.

Accordingly, in term of the proviso one to the aforesaid provision of the Act proposal to ratify the appointment of

the said firm for the next term of Financial year 2018-19 is being brought up before the shareholder in the ensuing AGM for approval.

SECRETARIAL AUDIT:

Secretarial Audit of listed Shares Capital:

Pursuant to provisions under Section 204 (1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Baldev Dudea & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2018. The secretarial audit report submitted by the auditors does not contain any qualification, reservation or adverse remarks.

The said secretarial Auditors also carried out the job of reconciling the total admitted capital with NSDL and CDSL and the total issued and listed capital. The said audit confirms that the total issued / paid up capital tallies with the total number of shares in physical form and the total number of dematerialized shares held with NSDLand CDSL

As of the end of March 31, 2018, shares comprising approximately 9226900 being 83.78 % of the Companys Equity Share Capital have been dematerialized

The Secretarial Audit Report is attached as Annexure-A to this report..

RELATED PARTY TRANSACTIONS:

No material contract has been entered into by the Company with related parties and none of the contract

or transactions with related parties fall within the purview of section 188(1) of the Act and therefore no transactions are reported in form no. AOC-2 in term of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.

Other transactions with related parties are entered into an arms length basis details of which are set out Under Note No 30 to standalone financial statements.

EXTRACT OF ANNUAL RETU RN

Pursuant to the Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return in prescribed form MGT-9 is annexed as Annexure-B to this report.

DEPOSITS:

During the period under report, the Company did not accept any deposits from public.

VIGIL MECHANISM

In accordance with the section 177(9) of the Companies Act 2013 and rules framed thereunder read with Regulations 22 of the Listing Regulations, the Company has a Whistleblower Policy for its directors and employees to report concern about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The policy provides for protected disclosures that can be made by a whistle blower to the Chair person of audit committee. The policy is accessible on the website of the hotel undertaking www.noorussabahpalace.co.in. During the financial year under report no complain under mechanism is received.

BOARD MEETINGS

During the financial year 2017-18 the Board of Directors met for five time without allowing a period of 120 days between the two consecutive meetings, the details os which can be seen under the; head of "Corporate Governance" of the report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary and associates and therefore it has nothing to report in respect thereof

HOLDING COMPANY:

Reliable Ventures India Limited is its ultimate holding company.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act,

2013 are as follows:

1. Mr. Sikandar Hafiz Khan, Chairman and Managing Director

2. Mr. Rajendra Malpani, Whole time Director, designed as Executive Director

3. Ms. Sanober Bano, wholetime Director designated as Executive Director and

4. Mr. SS Raghuwanshi, Company Secretary and compliance officer.

PARTICULARS OF EMPLOYEES:

Disclosure under Section 197 read with rule 5(1) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of managerial Personnel) Rules 2014, is attached is given under annexure "C" to this report

During the period under report, the Company does not have any employees on its roll that was employed throughout the year and was in receipt of remuneration aggregating to Rs. 60.00 lacs or more or was employed to part of the year and was in receipt of remuneration aggregating to Rs. 5.00 lacs per month. Hence information under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration and Managerial Personnel) Rules 2014 is nil.

PARTICULARS OF LOAN AND GUARANTEE

During the period under report, the Company has not given any loans, guarantees and made investment.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATIONS

The Companys policy on directors appointment and remuneration and other matters provided under Section 178(3)of the Act has been disclosed in the Corporate Governance Report that forms part of the Directors Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your company has an Internal Control System tailored to size and the nature of its operations aimed at providing reasonable assurance respecting recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions under proper authorization and compliance of internal policies.

The system is manned by a full time professional accountant and IT experts. The Audit committee

deliberates with the members of the management, and statutory auditors of he company as to the appropriateness of the system lay down and carry out need-based review thereof to conform to the requirements of the Company satisfies itself of the adequacy and effectiveness of the system .The Committee also keeps the board of directors informed accordingly., Your board is of view the control system is effective and optimum

RISK MANAGEMENT:

The Board of the Company has approved the Risk Management Policy in its meeting held on 2nd February, 2015 and also formed a Risk Management Committee (RMC) to implement and monitor the risk management plan forthe Company.

BOARD EVALUATIONS

The performance of the Board as a whole, its independent, executive and none executive directors has been carried out in term and based on criteria specified in the formal Performance Evaluation policy approved by the Board.

The details in the matter of evaluation criteria, process etc. is given in the Corporate Governance part of this report.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy has been put in place.

A structured questionnaire covering various aspects of the Boards functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings was circulated to the members of the Board.. Based on the responses received, the Board as a whole, the Committees, the Chairperson and

individual Directors were separately evaluated in the separate meeting of the Independent Directors and at the Meeting of the Board of Directors.

The process of review of Non-Independent Directors and the Board as a whole and also its committees were undertaken in a separate meeting of Independent Directors without the attendance of Non- Independent Directors and members of the management.

At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors, Non-Executive Directors and Independent Directors. The meeting also assessed the quality, quantity and timeliness of the flow of information required forthe Board to perform its duties properly. The entire Board of Directors, excluding the Director being evaluated, evaluated the performance of each Independent Director. The Directors have expressed their satisfaction with the evaluation process.

DETAILS OF MATERIAL ORDERS ETC. IN TERM OF SECTION 134 (1) (q) READ WITH COMPANIES (ACCOUNTS) RULES, 2014.

During the financial year under report, there are no significant or material orders passed by regulator, court or tribunal impacting the going concern status of the Company or its future operations.

INTERNAL COMPLAINTS COMMITTEE;

The company has an internal complaint committee under the Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013 for prevention and redressal of complaints of sexual harassment and for matters concerned, connected or incidental thereto.

During the financial year under report, the company did not receive any complaint at all from any person connected to the Company.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all employees fortheircommitment, dedication and co-operation.

By order of the Board

SANOBERBANO Executive Director

Bhopal

Dated: 14-08-2018