Directors Report of Shaival Reality Ltd.

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting their 22^nd Annual Report of the Company together with the Financial Statements for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS

The Summarized Financial highlight is depicted below:

Particulars		Figures for the year ended 31/03/2018	Figures for the year ended 31/03/2017	Figures for the period ended 31/03/2018	Figures for the period ended 31/03/2017
I.	Revenue From Operations	290,151,670	414,552,798	414,552,798	584,585,842
II.	Other Income	34,996,496	30,767,501	30,767,501	15,705,109
III.	Total Revenue (I II)	325,148,166	445,320,299	445,320,299	600,290,951
IV.	Expenses:
	Cost of Materials Consumed	91,403,178	258,639,927	258,639,927	325,822,875
	Purchases of Stock-in-Trade	-	-	-	-
	Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade	18,220,004	(49,215,914)	(49,215,914)	(12,059,953)
	Other Direct Expense	137,262,940	148,919,888	148,919,888	142,601,290
	Employee Benefits Expense	19,176,183	21,470,262	21,470,262	20,224,001
	Finance Costs	12,954,418	12,954,418	12,954,418	10,739,762
	Depreciation and Amortization Expense	59,606,180	59,675,224	59,675,224	43,561,462
	Other Expenses	14,392,692	20,180,502	20,180,502	18,750,280
	Total Expenses	353,015,594	472,624,306	472,624,306	549,639,718
V.	Profit Before Exceptional and Extraordinary Items and Tax (III-IV)	(27,867,428)	(27,304,007)	(27,304,007)	50,651,233
VI.	Exceptional Items	-	-	-	-

VI I.	Profit Before Extraordinary Items and Tax (V - VI)	(27,867,428)	(27,304,007)	(27,304,007)	50,651,233
VII I.	Extraordinary Items	-	-	-	-
	Depreciation on account of change in method	-	-	-	-
IX.	Profit Before Tax (VII-VIII)	(27,867,428)	(27,304,007)	(27,304,007)	50,651,233
X	Tax Expense:
	(1) Current Tax	-	3,750,000	3,750,000	21,214,490
	(2) Deferred Tax	-	11,856,013	11,856,013	6,029,914
XI	Profit (Loss) for the Period From Continuing Operations (VII-VIII)	(27,867,428)	(19,197,994)	(19,197,994)	35,466,657
XV	Profit (Loss) for the period (XI XIV)	(27,867,428)	(19,197,994)	(19,197,994)	35,466,657
XV I	Earnings Per Equity Share:
	(1) Basic	(2.41)	(4.73)	(4.73)	18.37
	(2) Diluted	(2.41)	(4.73)	(4.73)	18.37

2. DIVIDEND

In the view of the loss incurred this financial year, the Board do not recommend any dividend for the year ended 31^st March, 2018

3. RESERVES

The balance (standalone) in Reserves & Surplus stands at Rs. 400.54 Lacs in comparison with the Previous year balance of Rs. 1566.73 Lacs.

4. BUSINESS OVERVIEW AND STATE OF COMPANY’S AFFAIRS

The detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the business of the Company.

6. SUBSIDIARY, ASSOCIATES & JOINT VENTURE

The Company has no Subsidiary which exists or has ceased during the period under review.

However, the Company has invested in Joint Ventures namely KCL- SRPL & MCC- SRPL the details of which can be followed in the notes to the financial statements.

7. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTORS EDUCATION & PROTECTION FUND

Since there is/was no dividend declared by the Company, the provisions of Section 125 of the Companies Act, 2013, doesn’t apply to the Company.

8. PUBLIC DEPOSIT

The Company haven’t accepted or renewed any deposit from public.

9. CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to the Corporate Social Responsibility are not applicable to the Company

10. SHARE CAPITAL

Your Company has increased its authorised share capital from Rs. 2,00,00,000 (Rupees Two Crores Only) to Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs.10/- each.

Your Company also had allotted and listed 9645000 Equity shares of Rs.10/- each as bonus share in the ratio of 5 new equity shares for every 1 existing equity share held.

Pursuant to the issue of bonus shares the paid up and issued capital of the Company has increased from Rs. 1,92,90,000 to Rs. 11,57,40,000.

11. AUDITORS

a) Statutory Auditors

Pursuant to the provisions of the Companies Act, 2013, and rules made there under, Rajpara Associates, Chartered Accountants, Firm Regd. No.: 113428W, who were appointed as the statutory auditor of the Company for a term of 5 years commencing from the end of financial year 31^st March, 2017 to hold office from the end of the ensuing Annual General Meeting till the conclusion of 25^th Annual General Meeting of the Company, subject to the ratification of their appointment by the members at every intervening Annual General Meeting of the Company during their term of office, continue to be the Statutory Auditors of the Company.

b) Secretarial Auditor

The Board has appointed M/s Dhawal Chavda & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2017-18.

c) Internal Auditor

The Board has appointed Mrs. Vikeeta Kaswala as the Internal Auditor of the Company for the year 2018-2019.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Shaival M. Desai, retires by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for reappointment.

b. Independent Directors

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in of Section 149(6) of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. Key Managerial Personnel

During the year under review, no changes took place in the Key Managerial Personnel of the Company

d. Appointment or Resignation

No appointment or resignation of Directors took place during the year.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Observations of the Auditors in their report and notes forming part of the Accounts are as follows and are self-explanatory:

Auditors Observation

This consolidated financials does not include the financials of KCL-SRPL JV ( Kalol Project) in which the company has 40% stake. As informed to us the Operating Partner of the JV, Katira Constuction Limited (KCL) has not prepared the audited financials as on date of reporting. In absence of this data we are unable to determine the impact of Profit/Loss of the JV which can have on the consolidated profitability of the Company. We are also unable to determine the impact of Assets/Liabilities of the JV which can have on the consolidated Balance sheet of the Company.

Further it is also to be noted that the company received information regarding profit from KCL-SRPL JV (Kalol Project) which was earned during the previous year i.e Financial year 2016-17, but accounted in year ended on 31^st March, 2018 amounting to Rs. 17,95,693.53, to that extent otherwise loss of the company would increases. In relation to the observation it is clarified that the Company is taking all the required and reasonable steps to get the financial information from the joint venture.

14. SECRETARIAL AUDIT REPORT

The report of the Secretarial Auditors M/s Dhawal Chavda & Associates (Practising Company Secretary, C.P. No. 8689), is enclosed as Annexure- A of this report.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per the provision of Section 138 of the Companies Act, 2013, the Company has devised a proper system to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on timely and the report is placed in the Audit Committee Meeting and Board meeting for consideration and directions. The internal financial controls with reference to financial statements as designed and implemented by the Company.

During the year under review, no material or serious observation is received from the Internal auditor of the Company for inefficiency and inadequacy of such controls.

16. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No Significant and material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as Annexure B.

18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rule, 2014 is appended as Annexure C to this Report.

19. HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they 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 and loss of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis; and

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

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

21. RISK MANAGEMENT

Pursuant to Section 134 (3)(n) of the Companies Act, 2013 , a Risk Management Policy has been framed by the Board at its meeting dated May 30, 2016. In terms of the requirement of the Act, the Board has developed and implemented the Risk Management Policy and the Board reviews the same periodically. Our senior management identifies and monitors the risk on regular basis and evolve process and system to control and minimize it. With regular check and evaluation business risk can be forecasted to the maximum extent and thus corrective measures can be taken in time.

22. DISCLOSURES

a) Extract of Annual Return

Extract of Annual Return of the Company in form MGT-9, as required under Section 92(3) of the Companies Act, 2013, as annexed as Annexure D the Report.

b) No. of Meetings of the Board

During the financial year under review, 7 (Seven) meetings of the Board of Directors were held. These were held on 1^st May, 2017, 26^th May, 2017, 5^th September, 2017,10^th October, 2017, 18^th October, 2017, 13^th November, 2017 and 27^th January, 2018.

c) Composition of Committees

Audit Committee

The Committee of the Company comprises of 3 (three) Independent Directors, namely:

a) Mr. Ashish Navnitlal Shah

b) Mr. Ashish Jashwantbhai Desai

c) Mr. Himanshu Ajaybhai Shah

All the recommendations made by the Audit Committee were accepted by the Board.

Stakeholders Relationship Committee

The Committee of the Company comprises of 3 (three) Independent Directors, namely:

a) Mr. Ashish Jashwantbhai Desai

b) Mr. Ashish Navnitlal Shah

c) Mr. Himanshu Ajaybhai Shah

Nomination & Remuneration Committee

The Committee of the Company comprises of 3 (three) Independent Directors, namely:

1. Mr. Ashish Jashwantbhai Desai

2. Mr. Ashish Navnitlal Shah

3. Mr. Himanshu Ajaybhai Shah

The details regarding the meeting held, attendance etc., of the Committee are provided in the Corporate Governance Report.

d) Vigil Mechanism/ Whistle Blower Policy

The Board of Directors at its meeting dated 26^l May, 2017, has adopted a Vigil Mechanism/ Whistle Blower Policy of the Company. The Vigil Mechanism/Whistle Blower Policy provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud.

The Vigil Mechanism/Whistle Blower Policy can be accessed at the Company’s Website: www. shaival group .ooo

e) Particulars of Loans Given, Investments Made And Guarantee Given

The particulars of loans given, investments made and guarantee given, if any, under section 186 of the Companies Act, 2013 has been given in the Financial Statement.

f) Particulars of Employees’ & Directors’ Remuneration

The Company has no employee who is in receipt of remuneration more than Rs. 1.02 crore per annum or Rs. 8.5 lac per month, in the financial year under review.

The information required under section 197 of the Companies Act, 2013 and Rule 5(1) and 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been annexed as Annexure E of the Report.

g) Obligation of company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

In accordance with Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed their under, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace. The following is the summary of Sexual Harassment complaints received and disposed off during the year under review.

No. of Complaints received : NIL

No. of Complaints Disposed off : NIL

h) Miscelleneous

1. The Company had not accepted/ held/ any deposits from public/shareholders during the year under review.

2. There are no significant and material orders passed by regulators or courts or tribunals imparting the going concern status and Company'' operation in future.

23. BOARD EVALUATION & NOMINATION AND REMUNERATION POLICY

As per the provisions of the Companies Act, 2013 the formal annual evaluation was carried out for the Board’s own performance, its committee & directors, on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The Board has also evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance issues, etc. The Directors expressed their satisfaction with the evaluation process.

The performance of each of the non-independent directors (including the chairperson) was also evaluated by the Independent Directors at their separate meeting.

The Nomination & Remuneration policy recommended by the Nomination & Remuneration Committee has been annexed as Annexure F of the Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE CERTIFICATE

Pursuant to Schedule V of 34 (3) of Listing Regulations, a report on Management Discussion and Analysis and Corporate Governance Certificate from M/s Dhawal Chavda & Associates (Practising Company Secretary ) forms part of this Annual Report for the year ended 31^st March, 2018.

25. ACKNOWLEDGEMENTS

Your Directors takes this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors and other stakeholders for their assistance and co-operation to the Company. Your Director express their deep sense of appreciation and gratitude towards all employees and staff of the company and wish the management all the best for further growth and prosperity.

For & on behalf of the Board

Mayur Mukundbhai Desai Sonal Mayurbhai Desai

Place: Ahmedabad Managing Director Director

Dated: 14^th August, 2018 DIN: 00143018 DIN: 00125704

Jagdishbhai Nagindas Limbachiya Priyanka Choubey

Chief Financial Officer Company Secretary

Membership No.A29454

---

Mar 31, 2016

To,

The Members,

Shaival Reality Limited

The Directors have pleasure in presenting their 20^th Annual Report of the Company along with the Audited Accounts for the year ended 31^st March, 2016.

1. FINANCIAL RESULTS

The Summarized Financial highlight is depicted below:

(Rs. in Lakhs

Particulars	20 15-2016	2014-2015
Profit/(Loss) before Taxation	21.25	(320.46)
Less: Depreciation	476.95	441.11
Less : Provision for Current Tax	NIL	NIL
Add : Provision for earlier years	NIL	NIL
Less: Deferred Tax	62.16	63.13
Profit/(Loss) after Taxation	83.41	(257.33)
Less: Depletion in F. Assets	94.95	69.50
Add: Balance brought forward	440.49	767.32
BALANCE CARRIED TO BALANCE SHEET	428.95	440.49

2. DIVIDEND

Pursuant to the loss incurred by the Company and with a view to conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2016.

3. RESERVES

The Balance in Reserves & Surplus stands at Rs. 1231. 49 Lakhs in comparison with the previous year balance of Rs. 800.49 Lakhs.

4. SUCCESSFUL INITIAL PUBLIC ISSUE

Your Directors are pleased to inform you that the Initial Public Offering (IPO) of the Company was successfully completed. The company entered the capital market with its maiden initial public offering (IPO) of 5,28,000 equity shares of face value of Rs. 10 and at a premium of Rs. 90/- per share, aggregating to Rs. 5.28 crores. The issue opened for subscription on September 15, 2015 and closed on Sep 18, 2015 and was oversubscribed by 1.20 times. The equity shares have been listed on the SME Emerge Platform of National Stock Exchange of India Ltd (NSE) w.e.f October 01, 2015. Consequently, the Company''s paid up capital has increased from Rs.1,40,10,000/- to Rs.1,92,90,000/-.

5. OPERATIONS

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

6. SHARE CAPITAL

The Paid-up Capital of the Company as on March 31,2015 was Rs. 1,40,10,000/- comprising of 14,01,000 equity shares of Rs.10/- each. During the year under review, the Company has issued 5,28,000 Equity Shares of Rs. 10/- Each at Premium of Rs. 90 /- per share to public via IPO.

7. DEPOSITORY SYSTEM

Your Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were no change in the Board and the Key Managerial Personnel of the Company.

9. COMMITTEES FORMED

During the year under review, the following committees have been formed by the Company:

a) Audit Committee

b) Stakeholder Relationships Committee

c) Nomination and Remuneration Committee

The details of all the Committees of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.

10. NO. OF MEETINGS HELD

The details of the meeting of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.

11. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the directors individually as well as the evaluation of its Committees. As per Schedule IV of the Companies Act, 2013, the performance evaluation of independent directors, shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

12. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the has appointed , M/s. Sagar R. Sharma & Co., Practicing Company Secretaries, Ahmedabad (CP No. 8549) as a Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per the provision of Section 138 of the Companies Act, 2013, the Company has devised a proper system to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on timely and the report is placed in the Audit Committee Meeting and Board meeting for consideration and directions. The internal financial controls with reference to financial statements as designed and implemented by the Company. During the year under review, no material or serious observation is received from the Internal Auditor of the Company for inefficiency and inadequacy of such controls.

14. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure -1.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No Significant and material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPARTING THE GOING CONCERN STATUS AND COMPANY’ OPERATION IN FUTURE

There are no Significant and material orders passed by regulators or courts or tribunals imparting the going concern status and Company'' operation in future.

17. DEPOSITS

Your Company did not accept/ hold/ any deposits from public/shareholders during the year under review.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. (in Annexure III)

19. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

The Company has not given any loan or guarantee covered under provision of Section 186 of the Companies Act, 2013.

20. CORPORATE GOVERNANCE CERTIFICATE

The Company practices a culture that is built on core values and ethical governance practices and committed to transparency in all its dealings. A Report of Corporate Governance along with the certificate from Secretarial Auditor M/s. Sagar R. Sharma & Co., Practicing Company Secretaries, Ahmedabad (CP No. 8549) regarding compliance of condition of Corporate Governance as is annexed to this report and form part of this report.

21. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2016.

22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed their under, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace. The following is the summary of Sexual Harassment complaints received and disposed off during the year 2015-16.

No. of Complaints received : NIL

No. of Complaints Disposed off : NIL

23. PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company had no employee drawing remuneration exceeding the prescribed limits under the Companies Act, 2013. The particulars in respect of conservation of energy technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rule, 2014 is appended as Annexure IV to this Report.

24. HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

25. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they 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 and loss of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

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

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

26. RISK MANAGEMENT

Pursuant to Section 134 (3)(n) of the Companies Act, 2013 , a Risk Management Policy has been framed by the Board at its meeting dated May 30, 2016. In terms of the requirement of the Act, the Board has developed and implemented the Risk Management Policy and the Board reviews the same periodically. Our senior management identifies and monitors the risk on regular basis and evolves process and system to control and minimize it. With regular check and evaluation business risk can be forecasted to the maximum extent and thus corrective measures can be taken in time.

27. LISTING WITH STOCK EXCHANGES

Shaival Reality Limited got its shares listed on the SME Emerge Platform of NSE Limited on October 1, 2015.The listing fees has been duly paid to the exchange.

28. ACKNOWLEDGEMENTS

Your Directors takes this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors and other Stakeholders for their assistance and co-operation to the Company. Your Directors express their deep sense of appreciation and gratitude towards all employees and staff of the company and wish the management all the best for further growth and prosperity.

For & on behalf of the Board

Sd/- Sd/-

Mayur M. Desai Shaival M. Desai

Place: Ahmedabad Managing Director Director

Dated: 3^rd August, 2016 DIN: 00143018 DIN: 00125704

Sd/- Sd/-

Jagdishbhai N. Limbachiya Nishtha S. Chaturvedi

Chief Financial Officer Company Secretary

Mem. No. A30548

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Mar 31, 2015

To,

The Members,

The Directors take pleasure in presenting the Nineteenth Annual Report and the Company s Audited financial statement for the financial year ended 31^st March, 2015.

FINANCIAL RESULT

The working results for the year under review are as follows: __________

Particulars	Year ended 31-3-2015 (Rupees)	Year ended 31-3-2014 (Rupees)
Profit / (Loss) before tax Add: Depreciation on Account of Change in Method Less: Provision for current Tax Add: Provision for earlier years Less: Deferred Tax Profit/ (Loss) after tax Add: Balance Brought Forward BALANCE CARRIED TO BALANCE SHEET	(3,20,46,217) (69,50,165) NIL NIL 63.13.358 (3,26,83,024) 7.67.32,194 4.40.49.171	(1,52,73,534) NIL NIL NIL (7.34.530) (1,60,08,064) 9,27,40,258 7.67.32.194

CHANGE IN NAME OF COMPANY

The form of Company has been changed from ''Private Limited'' to ''Public Limited'' w.e.f. 04/02/2015.

DIVIDEND

The Directors of the Company do not propose to declare any dividend on view of loss for the year.

PARTICULARS OF CONSERVATION OF ENERGY

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and out go as required to be disclosed under the act, are not applicable to the company as the company is not engaged in manufacturing company and also there are no such foreign exchange earnings and out go during the year.

INVESTMENT IN SUBSIDIARY COMPANY

During the year under review, the company, "SHAIVAL INVESTMENT CONSULTANCY PRIVATE LIMITED" has ceased to be Company''s Subsidiary Company.

INVESTMENT IN JOINT VENTURE

During the year the Company has made investment by way of Joint Ventures in the following companies. The details of the same are as under:

Sr. No.	Name of Joint Venture	% of Investment
1.	KCL-SRPL(JV)	90%
2.	MCC-SRPL(JV)	ao%

M/s Jaimin Deliwala & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

As required under provision of Section 204 of The Companies Act, 2013; the Board of Directors of the Company has appointed Ms. Nishtha Chaturvedi, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.

Compliance Certificate issued by Ms. Nishtha Chaturvedi, whole time practicing Company Secretary is annexed herewith.

PARICULARS OF EMPLOYEES

The Company had no employees covered under Section 197(12) of The Companies Act, 2013 read together with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31^st March, 2015 and state that:

1. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. the Directors had selected such accounting policies have been selected 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 the affairs of the company as at March 31, 2015 and of the Loss of the company for the year ended on that date;

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. the directors had prepared annual accounts on a ''going concern'' basis.

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

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

KEY MANAGERIAL PERSONNEL .

During the year, the company had appointed Shri Mayur Mukundbhai Desai as Managing Director-of the company. Shri Jagdish Nagindas Limbachiya had been appointed as Chief Financial Officer (CFO) of the company. Ms. Nlshtha Shivanath Chaturvedi had been appointed as a Company Secretary of the company. Shri Ashish Navnitlal Shah, Shri Ashish Jaswantbhai Desai and Shri Himanshu Ajaybhai Shah were appointed as such before the Companies Act, 2013 came into force and they are also Key Managerial Personnel of the Company.

CONTRACTS AND AGREEMENTS WITH RELATED PARTIES

During the year, the Company had entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The details are same as per Point No. 10 of Notes on Accounts.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

Place:- Ahmedabad FOR, THE BOARD OFJDIRECTORS

Date:- 30-06-2015

(MAYURBHAI M. DESAI)

MANAGING DIRECTOR

---

Mar 31, 2014

The Directors take pleasure in presenting the Eighteenth Annual Report and the Audited accounts for the year ended 31^st March, 2014.

FINANCIAL RESULT

The working results for the year under review is as follows :

Particulars	Year ended	Year ended
	31-3-2014	31-3-2013
	(Rupees)	(Rupees)
Profit before tax	(1,52,73,534.00)	(19,47,904.00)
Less: Provision for current Tax	NIL	NIL
Add: Provision for earlier years	NIL	NIL
Less: Deferred Tax	(7,34,530.00)	4,29,820.00
Profit/ (Loss) after tax	(1,60,08,064.00)	(15,18,084.00)
Add: Balance Brought Forward	9,27,40,258.00	9,42,58,342.00
BALANCE CARRIED TO BALANCE	7,67,32,194.00	9,27,40,258.00
SHEET

DIVIDEND

The Directors of the Company do not propose to declare any dividend on view of loss for the year.

PARTICULARS OF CONSERVATION OF ENERGY

Information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 with respect to these matters is at Annexure - I and forms part of this report.

Subsidiary company

The subsidiary company viz. Shaival Investment Consultancy Private Ltd. has reported a profit of Rs. 4,28,264.00 for the year.

Consolidated Financial Statements:

The Consolidated Financial Statements prepared by the company in accordance with the applicable Accounting Standard issued by the Institute of Chartered Accountants of India and the report of the Auditors thereon form the part of Annual Report.

AUDITORS

M/S. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.

COMPANY SECRETARY

As required under provision of Section 383(A)(i) read with Section 217 of The Companies Act, 1956; the Board of Directors of the Company has appointed Mr. Manuprasad Patel, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.

Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.

PARICULARS OF EMPLOYEES

The Company had no employees covered under Section 217 (2A) of The Companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules, 1994 during the year under Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956 with respect to Directors’ responsibility.

We confirm that

1. In the preparation of the accounts for the year ended 31^st March, 2014, the applicable Accounting Standards have been followed.

2. the directors have selected such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the loss of the company for that period.

3. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. the directors had prepared annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The directors are grateful to all the members of the company for their support to the company. They wish to place on record their appreciation for the co-operation and assistance received by the company from the bank and employees.

Place :- Ahmedabad FOR, THE BOARD OF DIRECTORS

Date :- 01-08-2014

SD/-

( MAYURBHAI M. DESAI )

DIRECTOR

---

Mar 31, 2013

REPORT OF THE DIRECTORS

To,

The Members,

The Directors take pleasure in presenting the Seventeenth Annual Report and the Audited accounts for the year ended 31^st March, 2013.

FINANCIAL RESULT

The working results for the year under review is as follows :

Particulars	Year ended 31-3-2013 (Rupees)	Year ended 31-3-2012 (Rupees)
Profit before tax Less: Provision for current Tax Add: Provision for earlier years Less: Deferred Tax Profit/ (Loss) after tax Add: Balance Brought Forward BALANCE CARRIED TO BALANCE SHEET	(19.47.904.00) NIL NIL 4,29,820.00 (15.18.084.00) 9,42,58,341.67 9,27,40,257.67	1,18,57,500.00 24,75,000.00 2.30.302.00 9.08.933.00 87,03,869.00 8,52.29,918.02 9,58,03,388.52

DIVIDEND

The Directors of the Company do not propose to declare any dividend on view of loss for the year.

PARTICULARS OF CONSERVATION OF ENERGY

Information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 with respect to these matters is at Annexure - I and forms part of this report.

Subsidiary company

The subsidiary company viz. Shaival Investment Consultancy Private Ltd. has not started its business and has reported a loss of 17,800.00 for the year

Consolidated Financial Statements:

The Consolidated Financial Statements prepared by the company in accordance with the applicable Accounting Standard issued by the Institute of Chartered Accountants of India and the report of the Auditors thereon form the part of Annual Report.

AUDITORS

M/S. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.

COMPANY SECRETARY

As required under provision of Section 383(A)(i) read with Section 217 of The Companies Act, 1956; the Board of Directors of the Company has appointed Mr. Manuprasad Patel, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.

Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.

PARICULARS OF EMPLOYEES

The Company had no employees covered under Section 217 (2A) of The Companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules, 1994 during the year under Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956 with respect to Directors’ responsibility.

We confirm that

1. In the preparation of the accounts for the year ended 31^st March, 2013, the applicable Accounting Standards have been followed.

2. the directors have selected such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the loss of the company for that period.

3. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. the directors had prepared annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The directors are grateful to all the members of the company for their support to the company. They wish to place on record their appreciation for the co-operation and assistance received by the company from the bank and employees.

Place :- Ahmadabad FOR, THE BOARD OF DIRECTORS

Date :- 23-08-2013 ( MAYURBHAI M. DESAI )

DIRECTOR

---

Mar 31, 2012

The Members,

The Directors take pleasure in presenting the Sixteenth Annual Report and the Audited accounts for the year ended 31^st March, 2012.

FINANCIAL RESULT

The working results for the year under review is as follows:

Particulars	Year ended 31-3-2012 (Rupees)	Year ended 31-3-2011 (Rupees)
Profit before tax	1,18,57,500.00	27,19,423.00
Less: Provision for current Tax	24,75,000.00	5,00,000.00 ¦
Add: Provision for earlier years	2,30,302.00	(29,40,415.00)
Less: Deferred tax Assets	9.08.933.00	2.98.287.00
Profit/ (Loss) after-tax	87,03,869.00	(10,19,278.86)
Add: Balance Brought Forward	8.52.29.918.02	8.62.49.196.88
BALANCE CARRIED TO BALANCE	9.58.03.388.52	8.52.29.918.02
SHEET

DIVIDEND

The Directors of the Company do not propose to declare any dividend on view of loss.

PARTICULARS OF CONSERVATION OF ENERGY

Information required under section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 with respect to these matters is at Annexure - I and forms part of this report.

AUDITORS

M/S. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.

COMPANY SECRETARY

As required under provision of Section 383(A)(i) read with Section 217 of The Companies Act, 1956; the Board of Directors of the Company has appointed Mr. Manuprasad Patel, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.

Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.

ACKNOWLEDGEMENT

The directors are grateful to all the members of the company for their support to the company. They wish to place on record their appreciation for the co-operation and assistance received by the company from the bank and employees.

PAR ICU LARS OF EMPLOYEES

The Company had nonemployees covered under Section 217 (2A) of The Companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules, 1994 during the year under Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956 with respect to Directors'' responsibility.

We confirm that

1. In the preparation of the accounts for the year ended 31^st March, 2012, the applicable Accounting Standards have been followed.

2. Such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the loss of the company for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The directors h''ad prepared annual accounts on a going concern basis.

Place Ahmedabad FOR, THE BOARD OF DIRECTORS

Date : 23-08-2012 (MAYURBHAI M. DESAI )

DIRECTOR

---

Mar 31, 2011

The Director take pleasure in presenting the Fifteenth Annual Report and the Audited account for the year ended 31^st March 2011.

FINANCIAL RESULT

During the year your company has earned a Profit of Rs. 27,19,423/-. The directors are of the view that in coming year the working will be on a much higher scale and profit will improve considerably.

The working results for the year under review is as follows :

	Year Ended	Y ear Ended
Particulars	31-3-2011	31-3-2010
	(Rupees)	(Rupees)
PROFIT BEFORE TAX	27,19,423	36,45,547
Excess Provision for FBT	Nil	7,870
Provision for Deferred Tax Asset / (Liability)	(2,98,287)	(15,53,461)
Provision of tax of current year	(5,00,000)	(5,70,000)
Provision of tax of Earlier year	29,40,415	Nil
PROFIT AFTER TAX	(10,19,279)	15,29,956
Add: Balance brought forward	8,62,49,197	8,47,19,241
BALANCE CARRIED TO B/S.	8,52,29,918	8,62,49,197

DIVIDEND

Your Directors are of the opinion that the company’s financial position shall be strengthened therefore they are not recommending any dividend.

PARTICULARS OF CONSERVATION OF ENERGY ETC.

Information required under section 217 (l)(e) of the companies Act 1956 read with companies (Disclosure of particulars in the Board of Directors) Rules 1988 with respect to this matters is at Annexure-1 and forms part of this report.

AUDITORS

M/s. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.

COMPANY SECRETARY

As required under provision of section 383(A)(i) read with section 217 of the Companies Act 1956, the Board of Directors of the company has appointed Mr. Manuprasad Patel, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.

Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.

ACKNOWLEDGEMENT

The Directors are grateful to all the members of the company for their support to the company. They wish to place on record their appreciation for the co-operation and assistance received by the company from the bank and employees.

PARICULARS OF EMPLOYEES

The Company had no employees covered under Section 217 (2A) of the companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules 1994) during the year under Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ responsibility.

We confirm that:

1. In the preparation of the accounts for the year ended 31^st March 2011, the applicable accounting standards have been followed.

2. Such accounting polices have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and the profit of the company for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The directors had prepared annual accounts on a going concern basis.

Place : Ahmedabad FOR BOARD OF DIRECTORS

Date : 01-08-2011

DIRECTORS