Rodium Realty Ltd Directors Report.

TO THE MEMBERS OF RODIUM REALTY LIMITED

Your Directors have pleasure in presenting the 26th (Twenty-Sixth) Annual Report on the Business and Operations of the Company together with the Financial Statements for the financial year ended on March 31, 2019.

FINANCIAL RESULTS

The Companys performance during the financial year ended March 31, 2019 as compared to the previous financial year is summarized below:

(Rs in Lakh)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from operations 3962.71 2957.93 3962.71 2957.93
Other income 137.82 189.30 133.98 185.46
Total revenue 4100.54 3147.23 4096.70 3143.39
Expenses 3755.83 3075.97 3756.12 3076.59
Profit before tax 344.71 71.26 340.57 66.79
Tax expenses 12.36 40.31 123.68 40.31
Profit After tax 221.02 30.95 216.88 26.48

The financial statements for the financial year ended March 31, 2019 have been prepared In accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

Standalone Financials

During the financial year 2018-19, the Company on a standalone basis, earned total revenue of Rs. 4100.54 Lakhs as compared to Rs. 3147.23 Lakhs in the previous financial year, representing an increase of 30.29 percent. The Profit before Tax was Rs. 344.71 Lakhs as against Rs. 71.26 Lakhs during the previous financial year (representing an increase of 383.74 percent) and Profit after Tax was Rs. 221.02 Lakhs as against Rs. 30.95 during the previous financial year (representing an increase of 614.12 percent).

Consolidated Financials

The consolidated revenue of the Company during the financial year 2018-19 was Rs. 4096.70 Lakhs as compared to Rs. 3143.39 Lakhs, an Increase of 30.33 percent from the previous financial year. The Profit before Tax was Rs. 340.57 Lakhs as against Rs. 66.79 Lakhs, an increase by 409.91 percent and Profit after Tax (after considering minority interest) was Rs. 216.88 Lakhs against Rs. 26.48 Lakhs, an increase by 719.07 percent as compared to the previous financial year 2017-2018.

REVIEW OF OPERATIONS AND BUSINESS

India experienced an economic slowdown during FY19, which saw the Gross Domestic Product (GDP) grow at 7.0 per cent, compared to 7.2 per cent in the previous year. This downturn was primarily driven by degrowth in the agriculture and services sectors, even as growth rate of the manufacturing sector accelerated from 5.9 per cent in FY 2017-18 to 7.7 per cent in FY 2018-19.

The real estate industry saw signs of revival during the year, where the construction sector grew at 8.9 per cent in FY 2018-19 after an average growth of 4.4% in the previous five years. The real estate sector is the driving force behind the growth of the Indian Economy. The real estate sector is one of the most globally recognized sectors. The growth of this sector is well complemented by the growth of corporate environment and the demand for office space as well as urban and semi-urban accommodations. The Construction industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all sectors of the economy. In the real estate space, we are encouraged by the progress brought in by the Real Estate (Regulation and Development) Act (RERA), which completed two years of coming into force in May 2019. RERA has brought in greater transparency and accountability and projects the interest of the property buyers. Being a organised player, Rodium enjoys certain competitive advantages and is well placed to meet the upcoming challenges and opportunities. As for the statutory requirements, the Company has taken necessary steps to ensure all its operations are fully compliant with the fresh norms, so that the interests of all our stakeholders, including our clients as well as investors are safeguarded against any encumbrance or hurdle at a later stage.

“XPOINT”

In the last Annual Report, the Company

informed about Xpoint a Residential cum Commercial Project located at S.V. Road, Kandivali (West), that the project is running ahead of its scheduled date of 31st December, 2020. The project phase consists of two 20 storey buildings that includes 31 retail shops, which spanned over 2,00,000 Sq. ft. including 10,000 Sq. Mt for reactional open space.

Your Company is glad to announce that the project has received its Full Occupancy Certificate i.e. construction of the aforesaid building is completed much before its scheduled date of 31st December, 2020 and has initiated the handing over of the apartments

“XENUS”

In the last Annual Report, the Company informed that it had launched another Residential Project named Xenus at Matunga (Central) which is a 20 storey residential tower expanded over 55,000 sq. ft. The civil plans of the project is approved and the project has received necessary IOD from MHADA.

As per the current year estimates the demolition work of the project is completed and the Company await for the Commencement Certificate from MCGM. The construction is set to be completed before 31st December, 2021.

“XMEADOWS”

The Company is in the process of acquiring the plot of land situated in Village- Temghar, Taluka - Bhivandi, District - Thane which is part of the Mumbai Metropolitan Region and is continuously making efforts for expansion and exploring new areas in and out of Mumbai in Metropolitan Region. The project undertaken to promote the affordable housing scheme of the Government of India, targeting Mid-Income level individuals.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, highlighting the industry structure and developments, opportunity and threats, future outlook, risks and concerns etc. is furnished separately and forms a part of this Annual Report.

SHARE CAPITAL

Your Company has two classes of shares, viz. Equity Shares and Preference Shares. The Authorized Share Capital of the Company is Rs. 13.00 Crore, divided into 6,000,000 (Sixty Lakh) number of Equity Shares of Rs. 10/- each and 7,000,000 (Seventy Lakh) number of Cumulative Redeemable Preference Shares of Rs.10/- each.

The Issued, Subscribed and Paid up Share Capital of the Company as at March 31, 2019 was Rs. 10.24 Crore, (Rupees Ten Crore Twenty- Four Lakh Only) divided into 32,47,900 (Thirty- Two Lakh Forty-Seven Thousand Nine Hundred) equity shares of Rs. 10/- each, fully paid up, and

7,000,000 (Seventy Lakh) Cumulative Redeemable Preference Shares of Rs.10/- each, fully paid up. The Company had forfeited shares amounting to Rs. 1,970,750/- (Rupees Nineteen Lakhs Seventy Thousand Seven Hundred Fifty Only).

There was no public issue, rights issue, bonus issue or preferential issue etc., during the year. The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options during the year under review. There were no changes in the share capital structure of the Company during the financial year under review or any date from the end of financial year upto the date of Boards Report.

DIVIDEND

Your Directors have pleasure in recommending the 10% equity dividend aggregating to Rs. 32,47,900 Lakhs for the Financial Year 2018-19. Your Directors have also recommended dividend at the rate of 9% on the Cumulative Redeemable Preference Shares for the Financial Year 2018-19 aggregating to Rs. 63 Lakhs. These dividends, together with the dividend distribution tax, surcharge and education-cess thereon, will involve an outgo of Rs. 115,10,948 Lakhs.

The equity dividend is subject to the approval of the members at the ensuing Annual General Meeting and will be paid to shareholders whose names appear in the Register of Members as on 20th September 2019; in respect of shares held in dematerialized form, it will be paid to shareholders whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

RESERVES

The Company has not transferred any amounts to the reserves during the year under review.

PARTICULARS OP LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans and guarantee given, Investments made and securities provided under Section 186 of the Companies Act, 2013 are given under the Notes to the financial statements and forms a part of this Annual Report.

DEPOSITS

In terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review, your Company has neither invited nor accepted any fixed deposits from the public.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135, Schedule VII and other applicable provisions of the Companies Act, 2013, the Net worth of Rupees 500 Crore or more, or turnover of Rupees 1000 Crore or more or a net profit of Rupees 5 Crore or more during the immediately preceding financial year shall comply with the provisions of corporate social responsibility. Since, there are no average net profits of the Company during the previous three financial years, there are no specific funds that are required to be set aside and spent by the Company during the year under review towards CSR.

MATERIAL CHANGES IN THE

BUSINESS OF THE COMPANY

During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, between the end of the financial year to which financial statement relates and the date of this report.

MATERIAL ORDERS PASSED BY THE REGULATORS/ COURT/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANIES FUTURE OPERATIONS

During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Performance forming a part of the Annual Report.

AUDITORS

1. Internal Control and Internal Audit

Adequate internal control systems commensurate with the size, scale and complexity of the operations are in place and have been operating satisfactorily. The Company has in place well-defined internal control mechanisms and comprehensive internal audit programs which, are reviewed and approved by the Audit Committee at the beginning of each financial year and progress reports are placed before the Committee on a quarterly basis. M/s. Ashar & Co., Chartered Accountants (Firm Registration No. 129159W) are responsible to carry out the internal audit of the Company and are being re-appointed as Internal Auditors continuing for the financial year 2019-2020.

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were tested and no significant weakness was identified either in the design or operation of the controls. A report issued by the Statutory Auditors, M/s. M.M. Nissim & Co, Chartered Accountants (Firm Registration No.: 107122W), on internal financial controls forms part of the Annual Report.

2. Statutory Audit

At the Annual General Meeting of the Company held on September 26, 2015, M/s. M. M. Nissim & Co., Chartered Accountants, (Firm Registration No.: 107122W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2020.

In accordance with the Companies Amendment Act, 2017, enforced on 7* May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by the Auditors on the financial statement of the Company forms part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and notes to the Accounts where ever given are self-explanatory hence do not require any clarification by the Directors of the Company.

3. Secretarial Audit

Pursuant to provisions of Section 204 of Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company in their Board Meeting dated 26th May, 2018 had appointed M/s. B. Desai & Associates (CP No. 7711) a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. M/s. B. Desai & Associates (CP No. 7711) resigned from the position of Secretarial Auditor of the Company on 25* April, 2019 with immediate effect, due to personal reasons. The Board of Directors in their meeting held on 2nd May, 2019 took the note of the resignation and appointed Ms. Hiya Rathi, proprietor of M/s. Hiya Rathi & Associates (CP No. 18864), Practicing Company Secretary, to act as Secretarial Auditor of the Company and to undertake Secretarial Audit for the financial year 2018-19. The report of Secretarial Audit is annexed as "Annexure A" and forms part of the Boards Report. The Secretarial Report doesnt contain any qualification, reservation or adverse remark, or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has appointed M/s Hiya Rathi & Associates (CP No. 18864), Practicing Company Secretaries, as secretarial auditor of the Company for the financial year 2019-20.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India (ICSI) had revised the Secretarial Standards (SS) on Dividend which came Into effect from 1st January, 2018 and the Secretarial Standards on Report of the Board of Directors which came into effect from 1st October, 2018. The Directors confirm that the Company is in compliance with the revised secretarial standards i.e. SS-1, SS-2, SS-3 and SS-4 to the extent applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM

As on the date of board report, the Board of Directors of the Company comprise of 8 (eight) Directors, out of which 4 (four) are Independent Directors. The Board of Directors of the Company comprises of eminent, experienced and reputed professionals from different fields.

1. Chairman

At the 25th annual general meeting held on September 28, 2018 Mr. Deepak Chheda (Chairman & Managing Director), was re-appointed for the period of three years from November 14, 2018 to November 13, 2021, a special resolution of the shareholders was passed with requisite majority in this regard.

2. Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Harish Nisar (DIN: 02716666) Whole-Time Director retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his reappointment.

3. Retirements and Resignations

None of the Directors have retired/resigned during the financial year ended 2018-2019.

4. Committees of the Board

Currently, the Board has three Committees: The Audit Committee, The Nomination and Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Annual Report.

5. Disclosures given by the Directors

The Company has received various disclosures from the Directors as specified below:

• Form MBP-1: The Company received disclosure of interest from all its Directors pursuant to Section 184 of the Companies Act, 2013 and rules made thereunder in Form MBP-1.

• Declaration under Section 164: The Company has received declaration from all the Directors informing that they are not disqualified from being appointed/ re-appointed or continuing as Directors pursuant to Section 164 of the Companies Act, 2013 and rules made thereunder.

• Declaration by Independent Directors: The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 and rules made thereunder, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

As on March 31, 2019, details of Key Managerial Personnel under the Companies Act, 2013 are given below:

Name of the Person Designation
1. Mr. Deepak Chheda Managing Director & Chairman
2. Mr. Harish Nisar Whole-Time Director
3. Mr. Rohit Dedhia Whole-Time Director
4. Mr. Shailesh Shah Whole-Time Director
5. Mr. Rohan Chheda Chief Financial Officer
6. Ms. Tulsi Rajput Company Secretary

During the financial year, Mr. Mehul Nisar, has resigned from the post of Chief Financial Officer (CFO) of the Company w.e.f. 14th November, 2018. The board puts on records its sincere appreciation for the services rendered by Mr. Mehul Nisar during his tenure as CFO. The Board on recommendation of Nomination & Remuneration Committee has appointed Mr. Rohan Chheda as the Chief Financial Officer w.e.f. 14th November, 2018.

6. Extract of Annua I Return

An extract of the Annual return as provided under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration Rules), 2014 in the prescribed format In Form No. MGT-9 Is attached hereto as "Annexure B" and forms part of the Boards Report which is also available on Companies Website at http:// rodium.net/other-communication.html

7. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements 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, 2019 and of the profit of the Company for the year ended on that date;

c. That 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. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were In place and that the financial controls were adequate and were operating effectively.

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

CORPORATE GOVERNANCE

Our Corporate Governance Philosophy

The principles of Corporate Governance are based on transparency, accountability and focus on the sustainable success of the Company over the long-term. Following the traditions of good

Corporate Governance as a responsible corporate citizen, and with a view to serve the best interests of all the stakeholders, viz., the employees, shareholders, customers, vendors and society, your Company constantly endeavors and is committed to achieving the highest level of standards of Corporate Governance. The Company seeks to achieve this goal by being:

• Transparent in its business dealings by disclosure of all relevant information and by being fair to all stakeholders;

• By ensuring that the Companys activities are managed by an appropriate composition of Board of Directors comprising of promoter Directors and Independent Directors;

• Comply with all the applicable laws, rules and regulations of the land in which the Company operates; and

• Ensuring the timely and accurate flow of information at various levels within the organization to enable the concerned personnel to discharge their functions effectively.

As per the SEBI (Listing Obligations and Disclosures Requirements), 2015, introduced pursuant to SEBI Notification No. SEBI/LAD- NRO/GN/2015-16/013 dated September 2, 2015, which became effective from December 1, 2015 read with Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosures Requirements), 2015, Regulation 27(2)(a) is applicable to only those listed entities having paid-up Equity Share Capital exceeding Rs. 10

Crores and Net Worth exceeding Rs. 25 Crores. In light of the same the Company has informed BSE Limited regarding the non-applicability of Regulation 27(2)(a) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

Your Company is committed to practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. A Report on Corporate Governance as per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Annual Report.

MEETINGS AND COMPOSITION OF BOARD AND COMMITTEES AND ATTENDANCE OF DIRECTORS AND COMMITTEE MEMBERS

During the year under review, the Board met 4 times viz. on Board of Directors met 4 times i.e.,(i) May 26, 2018, (ii) August 13, 2018, (iii) November 14, 2018 and (iv) February 14, 2019 respectively.

As required under Section 134(3) of the Companies Act, 2013, and the rules framed thereunder, the composition and meetings of board of directors and other committee meetings were in line with the provisions of the Companies Act, 2013 and the Listing Regulations, details of which along with composition, number of meetings of all other Board Committees meeting held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, forming a part of the Annual Report.

During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors

POLICY ON DIRECTORS

APPOINTMENT AND REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a terms of reference which, interalia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/ Senior Management Personnel of the Company. The NRC recommends appointment/re- appointment of Key Managerial Personnel/ Senior Management Personnel of the Company based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed thereunder and Listing Regulations. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Boards balance of professional experience, background, viewpoints, skills and areas of expertise. The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management.

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website http://rodium.net/

There has been no change in the policy since the last financial year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement), 2015, the Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement.

The Company promotes ethical behavior in all its business activities and has put in place a mechanism wherein the employees are free to report Illegal or unethical behavior, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Government Policies or any improper activity to the Chairman of the Audit Committee of the Company or to the Chairman of the Board.

Under the Vigil Mechanism/Whistle Blower Policy, the confidentiality of those reporting violatlon(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard.

The said Vigil Mechanism/Whistle Blower Policy has been uploaded on website of the Company and can be accessed at the following link: http://www.rodium.net/codes-policies.btnil

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

The performance evaluation of NonIndependent Directors and the Board as a whole, Committees thereof and Chairman of the Company was carried out by Independent Directors. Pursuant to the provisions of the Act, the Nomination & Remuneration Committee (NRC) specified the manner of effective evaluation of the performance of the Board, its Committees and individual Directors. In terms of manner of performance evaluation specified by the NRC, the performance evaluation of the Board, its Committees and individual Directors was carried out by NRC and the Board of Directors. Further, pursuant to Schedule IV of the Act and Regulation 17(10) of the SEBI LODR, the evaluation of Independent Directors was done by the Board of Directors, the directors who were subject to evaluation did not participate as prescribed under Regulation 17(10) of SEBI LODR. For performance evaluation, structured questionnaires, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflected high level of engagement of the Board of Directors and its Committees amongst its members with the Company and its management and that they are fully satisfied with the same.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in the Companies Act, 2013 and SEBI LODR.

RODIUMS CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down the 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 disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider trading is available on our website

http://www.rodium.net/codes-poIicies.html

PARTICULARS OP EMPLOYEES

The ratio of remuneration of each director to the median employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure C" and forms part of the Boards Report.

There are no such employees throughout the financial year who is in (i) receipt of a remuneration for that year which, in the aggregate, was not less than Rs. One Crore Two Lakhs; (ii) receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs. Eight Lakh Fifty Thousand per month; under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL NAME="bookmark40">HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013. Internal Complaints Committee (ICC) as provided in the said Act is set up to redress complaints received regarding sexual harassment. All employees (including permanent, contractual, temporary, trainee or any other category of employees) are covered under this policy.

The details of the complaints received during the year and status of the same is given below:

a. Number of complaints of sexual harassment received during the year Nil
b. Number of complaints investigated during the year Nil
c. Number of complaints disposed- off during the year Nil
d. Total no. of cases pending for more than 90 days Nil
e. No. of workshops or awareness programmes carried out Not Applicable
f. Nature of action taken by the employer or district officer Not Applicable
g- Number of complaints investigated during the year Nil
h. Number of complaints disposed- off during the year Nil
i. Total no. of cases pending for more than 90 days Nil
j. No. of workshops or awareness programmes carried out Not Applicable
k. Nature of action taken by the employer or district officer Not Applicable

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee and Board for review and approval and are in compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations.

All Related Party Transactions that were entered into during the Financial Year were on an arms length basis and were In the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as "Annexure D" to this Boards Report and forms part of the Annual Report.

DEMATERIALIZATION

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2019, 32,05,545 Equity Shares, constituting 98.695% of the Equity Shares of your Company, were held in dematerialized form.

LISTING

The Companys Equity Shares are presently listed with the BSE Limited under Security ID- RODIUM, Security Code- 531822.

SUBSIDIARY COMPANY

Your Company had 1 (One) Wholly Owned Subsidiary Company and 3 (Three) LLPs in India as on year under review. There were no Associate Companies or Joint Venture Companies within the meaning of section 2(6) of the Act.

• "RODIUM HOUSING PRIVATE LIMITED" (CIN- U45400MH2013PTC241820). There have been no significant operations in the Subsidiary during the year 2018-19. Rodium Housing Private Limited w.e.f April 16, 2019 has been converted into Rodium Housing LLP.

• "READYSTAGE LLP" (LLP Identification Number: AAI-7135). The LLP was incorporated on March 2, 2017. Where Rodium Realty Limited has contributed 75% of the total Capital of LLP, as on 31st March, 2019. There has been no significant operations during the year 2018-19.

• "81 ESTATE LLP" (LLP Identification Number: AAJ-6447). The LLP was incorporated on June 7, 2017. Where Rodium Realty Limited has contributed 99% of the total Capital of LLP, as on 31st March, 2019. There has been no significant operations during the year 201819.

• "CONTOUR DEVELOPERS LLP" (LLP

Identification Number: AAJ-6449). The LLP was incorporated on June 8, 2017. Where Rodium Realty Limited has contributed 99% of the total Capital of LLP, as on 31st March, 2019. There has been no significant operations during the year 2018-19.

Your Company for the current financial Year 2019-2020 has incorporated 2(Two) more subsidiary LLP, the details are as mentioned below:

• "FLUID REALTY LLP" (LLP Identification Number: AAO-9376). The LLP was incorporated on April 18, 2019.

• XPERIA REALTY LLP (LLP Identification Number: AAO-9372). The LLP was incorporated on April 18, 2019.

Pursuant to provisions of Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014 of the Act, a statement containing the salient features of the financial statements of the Companys subsidiary in Form AOC-1 is annexed herewith as "Annexure E".

IMPLEMENTATION OF RISK MANAGEMENT POLICY

Your Company is in the process of developing a comprehensive Risk Management Policy ("Policy") commensurate with the Companys business operations and size. Initiatives have been taken for identification of various risks the company is exposed to, particularly with regard to financial risks. Information technology related risks, legal risks, and risks of accounting fraud etc. Implementation of risk treatment plans and controls is in process. Your Company will continue to implement appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

RISK MANAGEMENT COMMITTEE

The Company has in place a process to inform the Board about the risk assessment and minimisation procedures. It has an appropriate risk management system in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Presently, Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement of the Company prepared in accordance with the applicable Accounting Standards along with all relevant documents and the Auditors Report forms part of this Annual Report.

The financial statements of Subsidiary companies as per the provisions of Companies Act, 2013 are not attached along with the financial statements of the Company. Separate audited financial statement of each of the subsidiaries is placed on the website of the Company at web link http: //www.rodium.net/subsidiarv-company.html

In terms of Section 136 of the Companies Act, 2013 (the Act), the Financial statements and other documents of the Subsidiary Company are not required to be sent to the members of the Company. However, the financial information of the Subsidiary Company is disclosed in the Annual Report where ever required. The Company will provide a copy of the Audited annual accounts in respect of its Subsidiary to any shareholder of the Company who requests for it and the said Audited annual accounts will also be kept open for inspection at the Registered Office of your Company.

REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

There were no revisions of financial statements or Boards Report as per the provisions of Section 131 of Companies Act, 2013 and rules made thereunder.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Central Government of India has not prescribed the maintenance of cost records for any of the products/services of the Company under sub-section (1) of section 148 of the Act and rules made thereunder and accordingly no such accounts or records are required to be maintained by the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No case of fraud was reported by the Companys Auditors during the year, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

I. Conservation of energy

There are no such particulars of the Company which are required to be given in terms of Section 134(3){m) read with Rule 8(3) of Chapter IX Rules of the Companies Act, 2013 regarding conservation of energy.

II. Research and Development (R&D)

Expenditure on R & D for the year ended March 31, 2019 was NIL (previous year: NIL).

III. Technology absorption

There are no such particulars of the Company which are required to be given in terms of Section 134(3)(m) read with Rule 8(3) of Chapter IX Rules of the Companies Act, 2013 regarding technology absorption.

The details of foreign exchange earned and outgo during the year under review is as below:

Total foreign exchange earnings 8i outgo for the current F.Y. 2018-19 and previous F.Y.2017-18 are NIL

BUSINESS RESPONSIBILITY REPORT

Presently, the requirement of publishing Business Responsibility Report (BRR) under Regulation 34(2)(f) of SEBI LODR is not applicable to your Company.

CAUTIONARY STATEMENT

Certain Statements in this Annual Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factor that could make a difference to the Companys operations include raw material availability and its prices, regulatory hurdles in project approvals, changes in Government regulations, introduction of new acts, tax structure, economic development of the country and other incidental factors.

ACKNOWLEDGEMENTS

Your Directors express and place on record their gratitude for the faith reposed in, and cooperation extended to, and interest shown in the operations of the Company by the Financial Institutions, Banks, Government Authorities, Customers, Business Associates and Shareholders. Your Directors also wish to place on record their sincere appreciation of the employees at all levels for their hard work, dedication and commitment throughout the year.

By order of the Board,

For Rodium Realty Limited

Sd/- Sd/-
Deepak Chheda Rohit Dedhia
Managing Director Whole-Time Director
(DIN:00419447) (DIN:02716686)
Date: May 29, 2019
Place: Mumbai