Rudrabhishek Enterprises Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 26th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2018 ("year under review").

1) FINANCIAL RESULTS/SUMMARY

The Financials Results of the Company for the year April 01, 2017 to March 31, 2018 are given below:

(In Rs.)
PARTICULARS 2017-18 2016-17
Revenue from Operations 384,234,428 275,638,807
Other Income 12,476,281 3,768,087
Total Revenue 396,710,709 279,406,894
Less: Expenses (322,066,425) (216,755,408)
Profit before Exceptional, Extraordinary Items & Taxation 74,644,284 62,651,486
Less: Income tax adjustments - (44,330)
Profit Before Tax 74,644,284 62,695,816
Less: Current tax (21,626,000) (21,664,000)
Deferred Tax (Liability)/ Asset 398,698 (373,110)
Profit (Loss) for the year 52,619,586 41,404,926

2) PERFORMANCE REVIEW

Your Company is primarily engaged in the business of providing all kind of consultancy services related with infrastructure, environment, urban designing, urban planning housing, GIS, BIM & Project Management, civil designing, construction management including civil, mechanical, electrical, and all other types of erection, commissioning projects, project trading and execution of projects on turnkey basis and carry out engineering, procurement and construction contracts and turnkey contracts including at design services for all types of building, infrastructure and urban development projects for private and government agencies. The Company may also provide End to End Consultancy including Marketing and Strategic Advisory Services to its Clients in India and outside India. Your company has undergone massive structural change in itself during the period under review. Your company has been converted into Public Limited Company on 3rd November 2017 and also got itself listed with the Emerge platform of National Stock Exchange of India (NSE- SME Sector) with lots of efforts, hard work & planning on this 13th July 2018 The Company is in the midst of expansion and your Directors are of a strong belief that future plans of the Company will improve and will enhance the present position of growth rate of the

Company.

3) SHARE CAPITAL OF THE COMPANY

As on 01st April, 2017, the Authorised Share Capital of the Company was Rs. 100,00,000 (Rupees One Crore Only) divided into 10,00,000 (Ten Lakh) Equity Shares of Rs. 10/- (Ten) each and the Paid-up Share Capital of the Company was Rs. 56,05,000 (Rupees Fifty Six Lakhs Five Thousand) divided into 560,500 (Five lakh Sixty Thousand five hundred only) Equity Shares of Rs. 10/- (Ten) each. However, the Authorised Share Capital of the Company has been increased to Rs. 20,00,00,000/- (Rupees Twenty Crores only) while the Paid-up Share Capital of the Company has gone upto Rs. 12,77, 05,000/- (Rupees Twelve Crores Seventy Seven lakhs Five thousand only) during the financial year under review.

However, during 31st March 2018 to the date of Notice, the Company has came up with an Initial Public O_er of 45,72,000 Equity Shares of Rs. 10/- each at price of Rs. 41/- per Equity Share. The issue was successfully subscribed by the public and entire share capital of the Company was listed at the Emerge Platform of National Stock Exchange of India Limited., subscription of which was opened on Friday, June 29, 20188 and closed on Thursday, July 05, 2018.

4) TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves.

5) DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 0.50/- per share on the paid-up capital of Company subject to approval of members in the ensuing 26th Annual General Meeting of company. The final dividend, if approved, will be paid to members within the period as stipulated under Companies Act 2013.

6) FINANCE

Cash and Cash Equivalent as on 31st March, 2018 was Rs. 56,153708/-. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

7) ISSUE OF BONUS SHARES

The Board of Directors at their meeting held on September 02, 2017, recommended issue of bonus equity shares, in the proportion of 20:1, i.e. 20 (Twenty) bonus equity shares of Rs. 10/- each for every 1 (one) fully paid-up equity share held by existing shareholders as on record date. This was approved by the members of the Company in 25th Annual General Meeting of Company, subsequent to which 11210000 (One Crore Twelve lakhs Ten thousand only) new equity shares were issued to the existing shareholders of Company.

8) LISTING OF EQUITY SHARES ON NSE (EMERGE) PLATFORM

During the year under review, your company has applied for listing of Equity Shares on the Emerge Platform of National Stock Exchange of India Limited. Listing and Trading Approval was granted to the Company vide Letter dated July 12, 2018 to list and trade on Emerge Platform of National Stock Exchange of India Limited w.e.f July 13, 2018.

9) REGISTRAR AND TRANSFER AGENT OF THE COMPANY

The Company has appointed M/s Skyline Financial Services Private Limited as Registrar and share transfer agent for the financial year 2017-18, The Board of Directors of the Company, at their meeting held on 29th November, 2017, had approved the appointment of Skyline Financial Services Private Limited, as the Registrar and Transfer Agent with effect from 29th November, 2017.

10) CHANGE IN THE NATURE OF BUSINESS & MATERIAL

CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

During 31st March 2018 to the date of Notice, the Company has came up with an Initial Public O_er of 45,72,000 Equity Shares of Rs. 10/- each at price of Rs. 41/- per Equity Share. The issue was successfully subscribed by the public and entire share capital of the Company was listed at the Emerge Platform of National Stock Exchange of India Limited., subscription of which was opened on Friday, June 29, 2018 and closed on Thursday, July 05, 2018.

Further. Listing and Trading Approval was granted by National Stock Exchange to the Company vide Letter dated July 12, 2018 to list and trade on Emerge Platform of National Stock Exchange of India Limited w.e.f July 13, 2018.

There were no change in the nature of business & material changes between the date of the board report and end of financial year.

11) DEPOSITS

During the year under review, your Company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, there were no remaining unclaimed deposits as on 31st March, 2018.

12) DETAILS OF SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ AND AUDITED FINANCIAL STATEMENTS OF THE COMPANY

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. Company has One (01) Wholly owned Subsidiary Companies, 01 (One) Foreign Subsidiary Company and 03 Associate Companies as on March 31, 2018. Further the Report on the performance and financial position of each the subsidiary, associate and salient features of the financial statements in the prescribed form AOC-1 is annexed to this Report.

CIN NAME OF COMPANIES RELATIONSHIP % of
HOLDING
U72900DL2012PTC245563 RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED WHOLLY OWNED SUBSIDIARY 100
- RUDRABHISHEK SINGAPORE PTE LTD FOREIGN SUBSIDIARY 90
U90009DL2016PTC298598 REPL PKS INFRASTRUCTURE PVT LTD ASSOCIATE COMPANY 50
- SHING DESIGN ATELIER PTE LTD ASSOCIATE COMPANY OF RUDRABHISHEK SINGAPORE PTE LTD, 33.25
L74140MH1991PLC063709 IM+ Capitals Ltd. ASSOCIATE COMPANY OF RUDRABHISHEK INFOSYSTEM PRIVATE LIMITED (WHOLLY OWNED SUBSIDIARY) 32.87

13) ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. In this regard, the Board has also adopted such policies and procedures including Internal Control System for ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Companys business processes have a strong monitoring and reporting process resulting in financial discipline and accountability.

14) COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) AND CHANGES AMONG THEM DURING THE YEAR UNDER REVIEW

Directors:

As on 31st March, 2018, followings were on the Board of the Company;

S. No. Name of Director(s) DIN Designation
1. Mr. Pradeep Misra 01386739 Chairman & Managing Director
2. Ms. Richa Misra 00405282 Whole-time Director
3. Mr. Jamal Husain Ansari 06641874 Non- Executive Independent Director
4. Mr. Tarun jain 07940978 Non- Executive Independent Director
5. Mr. Himanshu Garg 08010105 Non- Executive Independent Director

During the year under review, Mr. Pradeep Misra was appointed/ re-designated as Chairman & Managing director and Mrs. Richa Misra was re-designated as Whole-time director of company wef 29/11/2017. However, Mr. Himanshu Garg & Mr. Tarun Jain were appointed as Non-Executive Independent directors of the company wef 29/11/2017.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Pradeep Misra, retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his re-appointment on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment/ appointment as Director are also annexed to the Notice convening the annual general meeting.

There being no other change apart from mentioned above from the end of financial year to the date of notice.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company, on its Board has following as KMP of the Company:

S. No. Name of Director(s) DIN/PAN Designation
1. Mr. Pradeep Misra 01386739 Chairman & Managing Director
2. Ms. Richa Misra 00405282 Whole-time Director
3. Mr. Manoj Kumar AKRPK7520N Chief Financial Officer (CFO)
4. Mr. Vikas Gupta AEUPV1261J Company Secretary & Compliance
officer

During the year under review, Mr. Pradeep Misra & Mrs Richa Misra were appointed/re-designated as Managing director

& Whole-time director of Company, respectively in its Board Meeting held on November 29, 2017. However, Mr. Manoj Kumar was appointed as Chief Finance Officer (CFO) wef November 29, 2017 and Mr. Vikas Gupta was designated as Company Secretary and Compliance Officer of the Company wef September 02, 2017. There being no other change apart from mentioned above from the end of financial year to the date of notice.

15) NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company business policies and strategy apart from other Board business. However, in case of a special and urgent business need, the Boards approval is taken by passing resolution through circulation, as permitted by law, which are confirmed in the subsequent Board Meeting.

During the year under review, Board met 09 (Nine) times viz:

1 12/05/2017
2 18/05/2017
3 29/07/2017
4 03/08/2017
5 02/09/2017
6 28/09/2017
7 29/11/2017
8 11/12/2017
9 29/01/2018

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:

Name of Director Mr. Pradeep Misra Ms. Richa Misra Mr. Jamal Husain Ansari Mr. Himanshu Garg Mr. Tarun Jain
No. of Board Meeting eligible to attend 09 09 09 03 03
No. of Board Meeting attended 09 09 09 03 03
Presence at the previous AGM Yes Yes No N.A N.A

16) COMMITTEES OF THE BOARD

The Committees of our Board include the following committees constituted in accordance with the Companies Act, 2013: (a) Audit Committee

The Board of Directors of the Company has constituted Audit Committee in their Board Meeting held on November 29, 2017. The present composition of the Committee and number of meetings attended by the Members during the year are given below:

Name of the Director Category Designation Meetings held during FY 2017-18/ tenure of members Number of meetings attended
Mr. Tarun Jain Non-Executive and Independent Chairman 2 2
Mr. Himanshu Garg Non-Executive and Independent Member 2 2
Ms. Richa Misra Executive and Non-Independent Member 2 2

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Functions of Audit Committee:

1) Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity and review and monitor the auditors independence, performance, and effectiveness of audit process; 3) approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4) reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: a) matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; b) changes, if any, in accounting policies and practices and reasons for the same; c) major accounting entries involving estimates based on the exercise of judgment by management; d) significant adjustments made in the financial statements arising out of audit e) findings; f ) compliance with listing and other legal requirements relating to financial g) statements; h) disclosure of any related party transactions; i) modified opinion(s) in the draft audit report; 5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; 7) reviewing and monitoring the auditors independence and performance, and effectiveness of audit process; 8) approval or any subsequent modification of transactions of the listed entity with related parties; 9) scrutiny of inter-corporate loans and investments; 10) valuation of undertakings or assets of the listed entity, wherever it is necessary; 11) evaluation of internal financial controls and risk management systems; 12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffng and seniority of the o_cial heading the department, reporting structure coverage and frequency of internal audit; 14) discussion with internal auditors of any significant findings and follow up there on; 15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18) to review the functioning of the whistle blower mechanism; 19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; 20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Review of Information:

1) management discussion and analysis of financial condition and results of operations; 2) statement of significant related party transactions (as defined by the audit committee), submitted by management; 3) management letters / letters of internal control weaknesses issued by the statutory auditors; 4) internal audit reports relating to internal control weaknesses; and 5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

6) statement of deviations: a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Powers of Committee:

The Audit Committee shall be authorised to investigate any matter in relation to above term of reference and shall have power to:

1. To seek information from any employee.

2. To obtain outside legal or other professional advice.

3. To secure attendance of outsiders with relevant expertise, if it considers necessary.

(b) Nomination & Remuneration Committee

The Board of Directors of the Company has constituted Nomination & Remuneration Committee in their Board Meeting held on November 29, 2017. The present composition of the Committee and number of meetings attended by the Members during the year are given below:

Name of the Director Category Designation Meetings held during FY 2017-18/ tenure of members Number of meetings attended
Mr. Himanshu Garg Non-Executive and Independent Chairman 2 2
Mr. Jamal Husain Ansari Non-Executive and Independent Member 2 2
Mr. Tarun Jain Non-Executive and Independent Member 2 2

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Functions of Nomination & Remuneration Committee:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; 2. formulation of criteria for evaluation of performance of independent directors and the board of directors; 3. devising a policy on diversity of board of directors; 4. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

(c) Stakeholders Relationship Committee

The Board of Directors of the Company has constituted Stakeholders Relationship Committee in their Board Meeting held on November 29, 2017. The present composition of the Committee and number of meetings attended by the Members during the year are given below:

Name of the Director Category Designation Meetings held during FY 2017-18/ tenure of members Number of meetings attended
Mr. Himanshu Garg Non-Executive and Independent Chairman 2 2
Mr. Jamal Husain Ansari Non-Executive and Independent Member 2 2
Ms. Richa Misra Executive and Independent Member 2 2

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Functions of Stakeholders Relationship Committee:

1) Review the mechanism adopted for redressing the grievance of shareholders, debenture holders and deposit holders and other security and the status of such redressal;

2) Review of the activities of the Secretarial Department of the Company inter alia adherence to Service Standards and Standard Operating Procedures relating to the various services rendered by the Investor Services Department, various initiatives taken to inter alia reduce quantum of unclaimed dividends, status of claims received and processed for unclaimed shares, uploading of data relating to unclaimed deposits/ dividends on the website of Investor Education & Protection Fund and the Corporation.

3) Review status of compliances with laws applicable to the Secretarial Department and its risk profile;

4) Review the Action Taken Report in respect of recommendations made by the Committee/ Management;

5) Review the status of the litigation(s) filed by/ against the security holders of the Company;

6) Review the mechanism adopted to review, monitor and report transactions relating to securities which may be suspicious from a money laundering perspective, in accordance with the KYC & AML Policy relating to securities of the Corporation; and

7) The Committee shall perform such other functions as may be required under the relevant provisions of the Companies Act, 2013, the Rules made there under and Listing Regulations.

8) To oversee the performance of the Registrar and Transfer Agents and recommend measures for overall improvement in the quality of investors services.

(d) IPO Committee

The Board of Directors of the Company had constituted IPO Committee in their Board Meeting held on November 29, 2017 upto the date of listing of Company with the NSE Emerge Platform. The composition of the Committee as on 31/03/2018 was as:

Name of the Director Category Designation
Mr. Tarun jain Non-Executive and Independent Chairman
Mr. Himanshu Garg Non-Executive and Independent Member
Mr. Pradeep Misra Executive and Independent Member

However, the said committee was diluted upon the listing of the Company with the NSE Emerge Platform, viz, July 12, 2018.

(e) Corporate Social Responsibility (CSR) Committee

In compliance with the requirement of the provisions of Section 135 of Companies Act 2013 and rules made thereunder, the Company has constituted Corporate Social Responsibility (CSR) Committee. Further the policy on CSR was approved by CSR Committee and subsequently by Board of directors.

As on 31st March, 2018, the CSR Committee consists of following:

S. No. Name of Member(s) Designation
1. Mr. Pradeep Misra Chairman
2. Ms. Richa Misra Member
3. Mr. Jamal Husain Ansari Member

The role of CSR Committee includes formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company, recommending the amount of expenditure to be incurred on CSR activities of the Company, reviewing the performance of Company in the area of CSR.

17) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form

MGT-9 is annexed herewith as Annexure- A and is placed on the website of company (www.repl.global).

18) REMUNERATION OF DIRECTOR

The details of remuneration paid during the financial year 2017-18 to Executive Directors of the Company is provided in Form MGT-9 which is the part of this report.

19) STATUTORY AUDITORS

After conducting a detailed evaluation and based on the recommendation of Audit, Committee, the Board approved the proposal for appointment of M/s Sanjeev Neeru & Associates, Chartered Accountants, (Firm Registration No. - 0113350N) as Statutory auditors of the Company for F.Y 2018-19 on such terms and conditions and remuneration as may be decided by the Audit Committee. However, the appointment of M/s Sanjeev Neeru & Associates, Chartered Accountants, as Statutory Auditors of company was approved by members of the company at the 23rd Annual General Meeting of Company upto the conclusion of 27th Annual General Meeting of Company.

Further, the requirement of seeking rati_cation of appointment of statutory auditors by members at every Annual General Meeting has been done away with vide Companies (Amendment) Act, 2017 notified wef May 7, 2018, issued by Ministry of Corporate Affairs.

20) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Pradeep Debnath & Company, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure- B to this Report.

21) EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:-

By the Statutory Auditor

There is no qualification, reservation or adverse remark or disclaimer in Statutory Audit report.

By the Secretarial Auditor

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report.

22) DISCLOSURE OF FRAUDS AGAINST THE COMPANY

In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company which are reportable frauds under Section 141 of Companies Act, 2013 given by the Auditors to the Central Government as well as non-reportable frauds during the year 2017-18.

23) CORPORATE GOVERNANCE REPORT, MANAGEMENT

DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2016

As per Regulation 27 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 relating to Corporate

Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company do not have and is not required to have the demat suspense account neither unclaimed suspense account However, Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) is attached and form part of the Annual Report.

24) DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non Promoter Independent Directors in line with the Companies Act, 2013. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.repl.global. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

25) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re–enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/Board/ Committees was carried out and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and on self-evaluation basis.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). A separate meeting of the Independent directors ("Annual Independent Directors meeting") was convened, which reviewed the performance of the Board (as a whole), the Non-Independent directors and the Chairman. After convening the Annual Independent director meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Boards Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

26) NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination &

Remuneration Committee, formulated criteria for determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial

Personnel and senior management. The details of criteria laid down and the Remuneration Policy is available on the companys website at http://www.repl.global/investor-zone/policies/.

27) RISK MANAGEMENT POLICY

The Company has laid down the procedures to inform Board

Members about risk assessment and minimization procedures. The Board of Directors of the Company has also framed risk management policy which is adopted across all the departments of the Company in an inclusive manner.

The aim of this policy is not to eliminate risks, rather to manage the risks involved in the Company activities to maximize opportunities and minimize adversity by considering the following:-

Identification of risk, define ownership with clearly defined roles and responsibilities;

Balance between the cost of managing risk and the anticipated benefits;

Contributing to more efficient use/allocation of capital and resources;

To encourage and promote an pro-active approach towards risk management;

Identifying any unmitigated risks and formulating action plans for its treatment through regular review.

28) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE & GUARANTEES GIVEN

Complete details of loan(s) given, investment(s) made & Guarantees given along with the purpose are provided in the financial statement.

29) RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. Policy on related party transactions has been placed on the Companys website (http:// www.repl.global/investor-zone/policies/). 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 C to this Report.

30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS, COURTS OR TRIBUNALS

During the period under review, there were no significant and material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys operations in future. Further, no strictures or penalties have been imposed on the Company by any statutory authority/ies during the period under review.

31) 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 accounts, the applicable accounting standards have been followed and that no material departure were made for the same; b) that 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 at the end of the financial year and of the profit of the Company for the period ended on March 31, 2018; c) that Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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; and e) that proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32) COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE COMPANIES ACT, 2013

The Company upon recommendation of Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The policy covering these requirements available on website of the company under the heading investor zone at www.repl.global.

Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return in Form MGT-9 enclosed as Annexure to this Report.

33) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARNING AND OUTGO

In view of the nature of activities being carried out by the Company, the disclosure concerning energy conservation measures, technology absorption and Research & Development efforts are not applicable to the Company.

Further during the year under review, Company has no Foreign exchange earnings and outgo.

34) HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company believes that the development of employees is one of the most important enablers for an organization. This is being done at both individual and team levels. Sustained development of its employees, both professional and personal, is the hallmark of human resource policies. The Company value its Human Resources and is committed to ensure employee satisfaction, development and growth. The Company is working towards developing a culture of nurturing leaders, encouraging creativity and openness. Cordial industrial relations and improvements in productivity were maintained at all of the Companys Plants and Offices during the year under review

35) PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company. a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18:

Sr. No. Name of Director Designation Ratio to Median Remuneration
1. Mr. Pradeep Misra Chairman & Managing Director 1:9
2. Mrs. Richa Misra Whole-time Director 1:7.5
3. Mr. Jamal Husain Ansari Independent Director NA
4. Mr. Himanshu Garg (since 29.11.2017) Independent Director NA
5. Mr. Tarun Jain (since 29.11.2017) Independent Director NA

*Median Salary (Annual) of employees for the Financial Year 2017-18 is Rs. 475,154/-.

* Sitting fees paid to directors is treated as Remuneration. b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2017-18:

Sr. No. Name of Director Designation % Increase in remuneration
1. Mr. Pradeep Misra Chairman & Managing Director Nil
2. Mrs. Richa Misra Whole-time Director Nil
3. Mr. Jamal Husain Ansari Independent Director NA
4. Mr. Himanshu Garg (since 29.11.2017) Independent Director NA
5. Mr. Tarun Jain (since 29.11.2017) Independent Director NA
6. Mr. Vikas Gupta Company Secretary & Compliance Officer NA
7. Mr. Manoj Kumar (since 29.11.2017) Chief Financial Officer 20%

c. The percentage increase/decrease in the median remuneration of employees in the financial year 2017-18 is 10 %. d. The number of permanent employees on the rolls of company as on 31st March, 2018 are 175. e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel in 2017-18 is 10%. f. The Company hereby afirms that the remuneration is as per the remuneration policy of the Company The Companys remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company afirms remuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules,2014 in respect of employees of the Company, is as follows:-A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2017-18 are as:

S. No Name of Employee Date of Joining Gross Remuneration (in Rs.) Qualification Age (in years) Experience (in years) Last Employment Designation
1 Harish Kumar Sharma 19-Oct-16 4,258,175/- B.Tech, MS (SCIENCE), MBA 48 24 Years 6 Months PL Engineering Ltd. Chief Business Development Officer
2 Mohd Zulquer Nain 01-Apr-07 2,835,860/- B.tech (Civil) & M.Tech-Water Resources: Utilisation & Environmental Management 38 14 Years 2 Months Feedback Venture GM-Engg
3 Saibal Kumar Roy 01-Sep-11 2,245,590/- Bachelor of Engineering 62 31 Years 2 Months Rohtas Project Ltd Sr Vice President- Engg
4 Hemalatha M C 17-Jul-17 1,908,966/- B.Arch, M.Plan, MA 44 16 Years Jurong Consultants (India) Pvt. Ltd. Bengaluru GM-Planning
5 Shyam Narayan Tripathi 22-Jan-14 1,848,970/- B.Tech - Electrical Engineering 47 23 Years 1 Months Country Colonizer Pvt. Ltd. GM-Services
6 Abhinav Niranjan 02-Nov-15 1,833,903/- PGD-Management 41 16 Years 5 Months Unicon financial Intermediaries Pvt. Ltd. GM-Mkt & Comm.
7 Sandeep Sharma 05-Aug-13 1,766,530/- B.Tech (Civil) + PG-NICMAR 37 13 Years 9 Months Omaxe Ltd DGM-Projects
8 Manish Jain 10-Oct-11 1,701,363/- B.Arch 43 16 Years 6 Months Arcop Associates DGM- Architecture
9 Bishwa Mohan Thakur 05-Aug-13 1,698,200/- B.E(Civil) 48 21 Years 9 Months Country Colonisers Pvt Ltd. DGM-Project

B. Employee in the Company in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees. NIL

C. Employees in the Company who employed throughout the financial year or part thereof, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakh and _fty thousand rupees per month. NIL

D. Employee in the Company who employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or the case may be at a rate in aggregate, or as the case may be, in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. NIL

36) DISCLOSURE REQUIREMENTS

a As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report.

a Details of the familiarization programme of the independent directors are available on the website of the Company at http://www.repl.global/investor-zone/policies/

a The Company has formulated and published a Whistle

Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the companys website at http://www.repl.global/investor-zone/policies/

37) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. However, no complaint was received during the year under review.

38) ACKNOWLEDGEMENT

Your Directors wishes to place on record its thanks and gratitude to the shareholders, dealers, customers, Central and State Government Departments, Organizations, Agencies and other business partners for their continued trust and co-operation extended by them. Your Directors further takes this opportunity to express its sincere appreciation for all the efforts put in by the employees of the Company at all levels in achieving the results and hope that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

For and on behalf of the Board
RUDRABHISHEK ENTERPRISES LIMITED
Pradeep Misra
(Chairman & Managing Director)
DIN: 01386739
ADDRESS: Sadhika Farm Mall Road,
Behind Sec-D III, Vasant Kunj,
Park Lane New Delhi -110070
Place: New Delhi
Date: 31/08/2018