Directors Report of Ratnabhumi Developers Ltd.

Mar 31, 2024

Your directors take pleasure in presenting the 18^th Board Report of Ratnabhumi Developers Limited ("the Company”) together with the Audited Standalone and Consolidated Financial Statements for the year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS

The financial performance (standalone and consolidated) for the year ended 31^st March, 2024 is summarized below:

(Rupees in Lakhs)
	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	50.97	66.09	28.34	21.63
Other Income	78.60	1.23	78.67	1.23
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense	1657.81	739.90	1635.05	695.44
Less: Depreciation/ Amortization/ Impairment	79.03	13	79.03	13
Profit before Finance Costs, Exceptional Items and Tax Expense	1578.78	726.90	1556.02	682.44
Less: Financial Costs	1555.41	704.16	1559.82	704.16
Profit before Exceptional Items and Tax Expense	23.37	22.74	(3.80)	(21.72)
Add/(less): Exceptional items	-	-	-	-
Profit before Tax Expense	23.37	22.74	(3.80)	(21.72)
Less: Tax Expense (Current & Deferred)	(7.66)	(0.65)	(7.66)	(0.65)
Profit for the year (1)	31.02	23.39	3.86	(21.07)
Other Comprehensive Income/loss (2)	-	-	-	-
Share in Net profit of Associate Concern m	-	-	22.63	44.460
Total (1 2 3)	31.02	23.39	26.48	23.39

1. There are no material changes and commitments affecting the financial position of your Company which have been occurred between the end of the financial year and date of this report.

2. Previous year figures have been regrouped/re-arranged whenever necessary.

3. There has been no change in the business of your Company.

PERFORMANCE HIGHLIGHTS Consolidated results

The net revenue from operations for the FY 2023-24 stood at Rs. 28.34 Lakhs as against Rs. 21.63 Lakhs in the previous financial year 2022-2023, showing a positive growth of 31.02%.

The Loss before Tax for the current year is Rs.3.80 Lakhs and the Profit after Tax (PAT) for the current year is Rs. 3.86 Lakhs. Share in Net profit of Associate Concern stands Rs. 22.48 Lakhs.

Standalone results

Net revenue from operations decreased to Rs. 50.97 Lakhs from Rs. 66.09 Lakhs in the previous year, showing a decline of Rs. 15.12 Lakhs.

The Profit before Tax for the current year is Rs. 23.37 Lakhs as against Rs. 22.74 Lakhs in the previous year showing a rise in profit of Rs. 0.63 Lakhs.

The Profit after Tax (PAT) for the current year is Rs. 31.02 Lakhs as against the profit of Rs. 23.39 Lakhs in the previous year showing a growth of 7.63%. The consolidated financial statement is also the part of annual report in addition to the standalone financial statement of the company.

During the year 2023-24, Registered office of the company is shifted from S. F. 207, Turquoise, Panchvati Panch Rasta, Nr. White House E.B., C.G. Road, Ahmedabad - 380 009, Gujarat, India, to Ratna Corporate House, Nr. Santoor Bungalows, Ambli - Bopal Road, Ahmedabad - 380 058, Gujarat, India, w.e.f. 01^st June, 2023.

Except as stated above, there are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2023-2024 and the date of this Report.

TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, your Directors regret to declare dividend for the financial year 2023-24.

INDUSTRY OVERVIEW

The Company has amassed vast experience of over two decades with a vision to creating and developing opportunity based infrastructure realizing a pie of growth for everyone involved. Marketing dexterity with a fire to grow, supported by efficient administrative prowess and standardization of on site and off site processor, has kept the Company ahead of the demands of today.

The Company has its brand “Turquoise” and has launched three projects under the said brand with the name “Turquoise Greenz” situated at Shela, Gujarat, “Turquoise Dreamz”

near Sindhubhavan Extension, Ahmedabad, and “Turquoise Grandeure”, situated at Godhavi. The schemes of the Company are clusters of residential and commercial spaces located on prime and developing locations of Ahmedabad, Gujarat.

The Company continues to focus on consolidation of its operations, rationalization of business and exploring the opportunities in the development of residential and commercial projects.

CAPITAL STRUCTURE

During the year, there were no changes which have taken place in the authorized and paid-up share capital of the Company.

Authorized Capital

The Authorized Capital of the Company is Rs.14,00,00,000/- divided into 1,40,00,000 Equity Shares of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital

The present Paid-up Capital of the Company is Rs.13,70,00,000/- divided into 1,37,00,000 Equity Shares of Rs. 10/- each.

CREDIT RATING

During the period under review the company has not obtained any credit rating. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the period under review the provisions relating to Investor Education and Protection Fund (IEPF) is not applicable to the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by rotation and subsequent re-appointment:

Mrs. Rinni Shah (DIN:07368796), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force), and being eligible for re-appointment, have offered herself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

In terms of Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume in respect of the Director who is retiring by rotation and proposed to be re-appointed, is provided in the Notice convening the 18^th AGM of the Company.

CHANGE IN BOARD COMPOSITION

During the year under review, there were no changes in the Board of the Company. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from Mrs. Avani Sanghavi (DIN: 09156980), Mr. Shaishav Shah (DIN: 07894723) and Mr. Smit Shah (DIN: 07918521), Independent Directors of the Company under Section 149(7) of Companies Act, 2013 confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulations. At the meeting of the Board of Directors held on 26^th April, 2024, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent directors have complied with the code for independent director as prescribed in schedule IV of the Companies Act, 2013 and code of conduct for the board of directors and senior management personnel of the company.

All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors by Indian Institute of Corporate Affairs in terms of the regulatory requirements. Also, the online proficiency self-assessment test as mandated will be undertaken by those Independent Directors of the Company who are not exempted within the prescribed timelines.

The company had formulated and implemented code of conduct for the board of directors and senior management personnel which is available on the Company''s website: https://ratnagroup.co.in/files/investment/Code-of-Conduct.pdf.

Key Managerial Personnel

The following persons are Key Managerial Personnel (KMP) as on March 31, 2024:

1. Mr. Kaivan J. Shah, Managing Director

2. Mrs. Rinni K. Shah, Chief Financial Officer

3. Ms. Divya Joshi, Company Secretary

During the year under review, Ms. Mauli N. Shah, Company Secretary and Compliance Officer of the Company, has tender her resignation with effect from October 22, 2023. Based on recommendation of Nomination and Remuneration Committee, the Board of Director of the Company has appointed Ms. Divya Joshi, as Company Secretary and Compliance Officer of the Company w.e.f. January 18, 2024.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

During the financial year 2023-24, total seven Board Meetings were held and in compliance with provisions of Section 173(1) of the Act, the time gap between any two meetings was not more than 120 (one hundred twenty) days. The other information in detail with regard to Board Meeting is given in the Corporate Governance Report, which forms part of this Report.

BOARD COMMITTEES

There are various committees constituted as stipulated under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the financial year 2023-24 has been enumerated in Corporate Governance Report.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules framed thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

The Nomination and Remuneration Committee have formulated the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) thereof for the time being in force).

The salient aspects covered in the Remuneration policy have been outlined in the corporate governance report, which forms part of this report.

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and in compliance with the requirements of SEBI (LODR) Regulations, 2015, the Board has carried out the annual evaluation of the performance of the Board as a whole, Individual Directors including Independent Directors, Non-Independent Directors,

Chairperson and the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution and performance of specific duties, obligations and governance.

The exercise was also carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Key Managerial Personnel. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in "Annexure -1" of this report.

SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANY

Your company has one subsidiary company and three associate LLPs as on March 31, 2024. There has been no material change in the business of these entities. The details of holding/ subsidiary/ associate/ joint venture companies are given in Form No. AOC-1 in "Annexure - 2" of this report.

The following are the details of the subsidiary company during the period under review: Ratnabhumi Techno Engg Private Limited:

The Company has acquired 100% shareholding in Ratnabhumi Techno Engg Private Limited thus making it a Wholly Owned Subsidiary Company of Ratnabhumi Developers Limited. The transaction for acquisition was completed on 25^th April, 2023.

The Company is engaged in the business of acquisition/purchase of any area/ land, developing the same into buildings, whether residential or commercial, and equipping the same with amenities or facilities.

The following are the details of the Associate companies/ LLPs during the period under review:

1. Raivat Projects LLP, incorporated on 31^st July, 2017

2. Rajul Projects LLP, incorporated on 20th July, 2017

3. Ratnamani Buildspace LLP, incorporated on 20^th April, 2017

The above mentioned LLPs are engaged in the business of acquisition/purchase of any area/ land, developing the same into buildings, whether residential or commercial, and equipping the same with amenities or facilities.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, Board of Directors of the Company, hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit and loss of the Company for the financial year ended 31^st March, 2024;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared 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 operating effectively; and

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

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

During the year no reportable material weakness in the design or operation were observed.

FRAUDS REPORTED BY THE AUDITOR

The auditor of the Company has not reported any fraud to the Audit Committee or Board or to the Central Government under Section 143(12) of the Companies Act, 2013.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Report on performance and financial position of the subsidiaries, associates and joint ventures

The Company has one subsidiary company:

1. Ratnabhumi Techno Engg Private Limited:

The Loss before Tax and Loss after tax, for the current Financial Year, is Rs. 4.53 Lakhs and Rs. 4.53 Lakhs respectively.

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2023-24 and the date of this Report.

The Company has three associate concerns:

1. Raivat Projects LLP and

2. Rajul Projects LLP

3. Ratnamani Buildspace LLP

1. Raivat Projects LLP:

Net revenue from operations stood at Rs.233.26 Lakhs for the FY 2023-24.

The Profit before Tax and profit after tax, for the current Financial Year, is Rs. 32.85 Lakhs and Rs. 21.77 Lakhs respectively.

There has been a change in the partnership ratio of Raivat Projects LLP (“LLP”) with effect from 10^th July, 2024. M/s. Kalikund Construction Private Limited, having contribution ratio of 15%, had discontinued as a Partner, also Mr. Kaivan Shah being a Designated Partner had diluted his ratio from 5% to 1%. Mr. Kartavya Shah has admitted as a partner with contribution of 1%. M/s. Ratnabhumi Developers Limited (“Company”), partner of the LLP having contribution ratio of 50%, acquired the diluted ratio. Hence, postacquisition, the Company is having a contribution ratio of 68% in the LLP.

2. Rajul Projects LLP:

Net revenue from operations of the LLP stood at Rs. 140.74 Lakhs for the FY 2023-24.

The Profit before Tax and profit after tax, for the current Financial Year, is Rs. 25.30 Lakhs and Rs. 21.04 Lakhs respectively.

There are no material changes and commitments affecting the financial position of the LLP, which have occurred between the end of the financial year 2023-24 and the date of this Report.

3. Ratnamani Buildspace LLP:

The LLP had Total Revenue of Rs. 41.63 Lakhs for the FY 2023-24.

The Profit before Tax is Rs. 2.45 Lakhs and Profit after tax 2.45 Lakhs for the FY 2023-24.

There are no material changes and commitments affecting the financial position of the LLP, which have occurred between the end of the financial year 2023-2024 and the date of this Report.

Companies which have become or ceased to be subsidiaries, associates and joint ventures

During the period under review, no Company/ LLP has become or ceased to be subsidiaries, associates and joint ventures

PUBLIC DEPOSITS

During the year under review, Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company has taken unsecured loans from Directors of the Company. Details of Unsecured Loans taken from Directors of the Company are given in the Notes to the Financial Statements forming part of Annual Report.

Director, who has given unsecured loans to the Company, has furnished to the company at the time of giving the loan, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

RELATED PARTY TRANSACTIONS

During the FY 2023-24, Company has entered into some transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms’ length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015. All transactions with related parties were entered with prior approval of the Audit Committee.

The details of the related party transactions as required under IND AS - 24 are set out in Notes to the financial statements.

The Company has formulated a policy on related party transactions, the policy on materiality of Related Party Transactions and dealing with same is available on Company’s website at https://ratnagroup.co.in/files/investment/Related%

20Party%20Transaction%20Policy.pdf.

The detail disclosure of these transactions in Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure - 3"to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision relating to the corporate social responsibility are not applicable to the company during the Financial Year 2023-24.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under.

Conservation of Energy

The Company has utilized solar energy by installing solar plant at the registered office of the Company and other Projects of the Company. In its endeavor towards conservation of energy your Company ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption

The Company has not carried out any research and development activities.

Foreign Exchange Earnings and Outgo

The Company has not made any transaction with any foreign country. Therefore, during the period under review there is no Foreign Exchange Earnings and Outgo.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management policy. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company’s planning process.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis.

There are no risks, which in the opinion of the Board threaten the existence of the Company.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism/ Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy enables stakeholders, including individual employees, directors and their representative bodies, to freely communicate their concerns about illegal or unethical practices, instances of unethical behavior, actual or suspected fraud or violation of the company’s code of conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director, employee or any other personnel has been denied access to the Chairman of the Audit Committee and that no complaint was received during the year.

The Whistle Blower Policy has been disclosed on the Company’s website under the web link https://ratnagroup.co.in/files/investment/Whistle-Blower-Policy.pdf and circulated to all the Directors / employees.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors’ Report and Financial Statements which forms part of this Annual Report.

AUDITORS

STATUTORY AUDITOR

M/s. DJNV & CO, Chartered Accountants were appointed as Statutory Auditors of the Company at the AGM held on September 29, 2020 for a term of five consecutive years.

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 dated 30^th May, 2024 is unmodified and does not contain any qualification, reservation or adverse remark.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

SECRETARIAL AUDITOR

The Board has appointed M/s Insiya Nalawala and Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 202324 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR - 3 for the Financial Year 2023-24 is annexed herewith as "Annexure - 4" to this Report. The Secretarial Auditor has not reported any qualification, reservation or adverse remark or disclaimer in his report.

Your Company has also obtained certificate from the practicing company secretary certifying that none of the directors of our Company has been debarred or disqualified from being continuing as directors of the Company by SEBI, Ministry of Corporate Affairs or such similar statutory authority.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India on Board meetings and General Meetings respectively.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return is uploaded on the website of the Company and the same is available at https://ratnagroup.co.in.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of SEBI (LODR) Regulations, 2015, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, segment wise and product wise performance, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance along with a certificate from the Practicing Company Secretary on its compliance for the Financial Year 2023-24, as per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of the Annual Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and Redressal of complaints of sexual harassment at workplace.

The policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for the matters connected and incidental thereto, with the objective of providing safe working environment, where employees feel secure.

An Internal Complaints Committee has been set up to Redress complaints related to sexual harassment. During the Financial year 2023-24, the company has not received any

complaint of sexual harassment at workplace. Further, there was no complaint pending at the beginning of the year or at the end of the year.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation to the Company’s customers, vendors, central and state government bodies, auditors, legal advisors, consultants, registrar and bankers for their continued support to the Company during the year under review. The Directors also wish to place on record their appreciation for the dedicated efforts of the employees at all levels. Finally, the Board expresses its gratitude to the members for their continued trust, co-operation and support.

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Mar 31, 2018

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with the audited financial statements, for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS: ( Amount in Lakh)

Particulars	F.Y. 2017-18	F.Y. 2016-17
Revenue From Operations	59.20	920.20
Other Income	45.45	61.06
Total Income	104.65	981.26
Less: Total Expenses before Depreciation, Finance Cost and Tax	33.55	744.60
Profit before Depreciation, Finance Cost and Tax	71.10	236.66
Less: Depreciation	2.53	3.04
Less: Finance Cost	41.67	37.45
Profit Before Tax	26.90	196.18
Less: Current Tax	6.58	61.68
Less: Deferred tax Liability (Asset)	(0.17)	1.62
Profit after Tax	20.49	132.88

Your Company has recorded total income to the tune of Rs. 104.65 Lakhs during the financial year 2017-18 as compared to Rs. 981.26 Lakhs in the corresponding previous financial year. Earnings per share as on March 31, 2018 stood at Rs. 0.33 on face value of Rs. 10 each.

During the year under review, the revenue from operations of the Company was stood at 59.20 Lakh. Further, profit before tax in the financial year 2017-18 stood at Rs. 26.90 Lakhs that make net profit after tax of 20.49 Lakhs.

During the year, the Revenue from Operations decreased from 920.20 Lakh in F.Y. 2016-17 to to ‘59.20 in F.Y 2017-18 due to no sale of property in the F.Y 2017-18, revenue generated is mere Rental Income and income from interest on Capital contributed towards partnership share.

With a view to conserve and save the resources for future prospects of the Company, your Directors regret to declare dividend for the financial year 2017-18.

Your Directors do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to reserve& Surplus account of the Company.

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

During the year under review the following changes have taken place in the authorized and paid-up share capital of the Company:

Authorized Capital

In the Previous year, the Authorized Capital of the Company was Rs. 50,00,000/- divided into 5,00,000 Equity Shares of Rs. 10/- each. The Authorized Capital of the Company was increased to Rs. 14,00,00,000/- divided into 1,40,00,000 Equity Shares of Rs. 10/- each vide Ordinary Resolution passed by the Members in their Extra-ordinary General Meeting held on September 01, 2017.

Issued, Subscribed & Paid-up Capital

During the year, the Company has issued Bonus shares of Rs. 9,50,00,000 divided into 95,00,000 Equity shares of Rs. 10/- each vide Ordinary Resolution passed by the Members in their Annual General Meeting held on September 29, 2017.

Pursuant to Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on December 1 1, 2017, has allotted 37,00,000 Equity Shares of Rs. 10/- each at price of Rs. 63/- per equity shares (including Premium of Rs. 53/- each) to the successful allottees, whose basis of allotment was finalized by the Company, the Registrar to the issue and merchant banker in consultation with the BSE Limited.

The present Paid-up Capital of the Company is 13,70,00,000/- divided into 1,37,00,000 Equity Shares of Rs. 10/-each.

The Board of Directors had, in its meeting held on September 18, 2017, proposed the Initial Public Offer upto 37,00,000 equity shares of ‘10/- each. Thenafter, Members of the Company approved the proposal of the Board for further Issue of 37,00,000 shares in their Annual General Meeting held on September 29, 2017.

Pursuant to the authority granted by the Members of the Company, the Board of Directors has appointed capital market Intermediaries M/s Corporate Capialventures Private Limited as Lead Manager (Category I- Merchant Banker) and Underwriter to the Issue, M/s Beeline Broking Limited as Market Maker to the Issue, Indusind Bank Limited as Bankers to the Issue and Refund Bankers and Link Intime India Private Limited as Registrar to the Issue for the proposed Public Issue.

The Company had applied to BSE Limited (“BSE”) SME Platform for in-principle approval for using the name of the exchange in the offer document in respect of our public Issue of equity Shares. BSE has, vide its letter dated, November 24, 2017, granted its InPrinciple Approval to the Company for using the name of the exchange in the offer document in respect of our public Issue of equity Shares.

The Company has filed Prospectus dated November 27, 2017 with the Registrar of the Company, Ahmedabad on November 27, 2017. The Public Issue was opened on Monday, December 4, 2017 and closed on Wednesday, December 06, 2017. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the BSE Limited on December 11, 2017.The Company received Listing and Trading Permission vide BSE’s letter dated Wednesday, December 13, 2017. The trading of equity shares of the Company commenced on Thursday, December 14, 2017 at SME Platform of BSE.

(Rs. in Lakh)

Sr. No.		Amount	Actual amount utilized	Unutilized Amount
	Object as stated in the Prospectus	proposed to be
		utilized
1	Acquisition of Land/Plot of Land and other strategic Initiatives	1400.00	1400.00	0.00
2	Capital Contribution towards 45% stake in Rajul Projects LLP - Project Ratna Artemus II- Paldi, Ahmedabad	327.66	327.66	0.00
3	General Corporate Purpose	538.00	538.00	0.00
4	Meeting Public Issue Expenses	65.34	54.84	10.50
| Total		2331.00	2320.50	10.50

In terms of Prospectus, public Issue Expenses were estimated to ‘65.34 Lakhs, however, actual expenses towards public issue expenses occurred was ‘54.84 Lakhs.

Constitution of Board:

As on the date of this report, the Board comprises following Directors;

Name of Director	Category Cum Designation	Date of Appointment at current Designation	Total Directorship2	No. of Committee1			No. of Shares held as on March 31, 2018
				in which Director is Members	in which Director is Chairman
Mr. Kaivan Shah	Chairman and Managing Director	September 18,2017	7	2		-	50,00,000 Equity Shares
Mrs. Meghna Shah	Whole -Time Director	September 18,2017	2	-		-	49,99,900 Equity Shares
Mr. Munir Shah	Non-Executive Director	September 29,2017	13	-		-	20 Equity Shares
Mr. Shaishav Shah	Independent Director	September 29,2017	1	1		1	-
Mr. Smit Shah	Independent Director	September 29,2017	1	1		1	-

Committee includes Audit Committee and Shareholders’ Grievances Committee across all Public Companies.

² Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 19 (Nineteen) times on April 20,2017; July 12, 2017;July 15, 2017; July 31, 2017;August 8, 2017;September 18, 2017; October 05,2017; October 10, 2017; October 16, 2017; November 08, 2017; November 18, 2017; November 27, 2017; December 11, 2017; December 15, 2017; December 22, 2017, January 25, 2018; January 27, 2018; March 21, 2018 and March 30, 2018.

The details of attendance of each Director at the Board Meetings are given below;

		Date of	Number of Board
Name of Director	Date of Original Appointment	Appointment at current Designation	Meetings Eligible to attend	Number of Board Meetings attended
Mr. Mahendra Shah*	October 3, 2008	April 1, 2009	4	4
Mr. Jitendra Shah *	October 3, 2008	April 1, 2009	4	4
Mr. Kaivan Shah	October 1,2016	September 18,2017	19	19
Mrs. Meghna Shah	October 1,2016	September 18,2017	19	19
Mr. Munir Shah	July 31,2017	September 29,2017	15	15
Mr. Shaishav Shah	July 31,2017	September 29,2017	15	14
Mr. Smit Shah	September 29,2017	September 29,2017	13	13

*Mr. Mahendra Shah and Mr. Jitendra Shah resigned from Directorship w.e.f. July 31, 2017.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided under Standard 2, i.e. Frequency of Meetings of SS -1 (Secretarial Standard 1 on Meetings of Board of Directors specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter NonExecutive Independent Directors in line with the act. A separate meeting of Independent Directors was held on March 30, 2018 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company, management and Board.

The Company has received necessary declaration from each independent director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

Information on Directorate:

During the year under review Mr. Jitendra Shah and Mr. Mahendra Shah have tendered their resignation with effect from July 31,2017. The Board placed on record its appreciation for the guidance and contribution made by Mr. Jitendra Shah and Mr. Mahendra Shah during their tenure on the Board. In the same Board Meeting, Mr. Munir Shah was appointed as Non-executive Director w.e.f July 31,2017 and Mr. Shaishav Shah was appointed as Additional Independent Director w.e.f. July 31, 2017.

Further, the Board of Directors in their meeting held on September 18, 2017, has re-designated Mr. Kaivan shah, as Chairman & Managing Director and Mrs. Meghna Shah as Whole Time Director of the Company.

Thenafter on September 29, 2017 based on notice received from members under Section 160 of the Act and on recommendation of the Board of Directors, Mr. Munir Shah were appointed as Non -Executive Director and Mr. Shaishav Shah and Mr. Smit Shah were appointed as Independent Directors of the Company respectively.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Kaivan Shah, Chairman & Managing Director of the Company 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 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 as Director are also provided in Note No. 14 of the Notice convening the 12^thAnnual general meeting.

Key Managerial Personnel:

During the year under review, the board of directors in their meeting held on September 18, 2017, has appointed Mrs. Rinni Shah as Chief Financial officer of the Company.

Further the Board of Directors, in their meeting held on November 18, 2017, has appointed Ms. Nikita Patel as the Company Secretary and Compliance officer of the Company w.e.f. November 18,2017.

Later on Ms. Nikita Patel Company Secretary and Compliance Officer of the Company, has tendered her resignation w.e.f. March 21, 2018. The Board placed on record its appreciation for the service rendered by Ms. Nikita Patel during her tenure in the Company. The Board of Directors, in their meeting held on March 21,2018, has appointed Mrs. Devanshi Shah as the Company Secretary and Compliance officer of the Company w.e.f. March 21,2018.

In accordance with Section 203 of the Companies Act, 2013, Mr. Kaivan Shah, Chairman & Managing Director, Mrs. Meghna Shah, Whole-Time Director, Ms. Devanshi Shah, Company Secretary & Compliance Officer and Mrs. Rinni shah, Chief-Finance Officer continued to be Key Managerial Personnel of the Company.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

o The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors’ Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care 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) The Directors had prepared the annual accounts for the year ended March 31, 2018 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEE OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:-

The Board of Directors, in their meeting held on October 05, 2017, has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 3 (Three) times viz November 18, 2017, December 22, 2017 and March 30, 2018. The composition of the Committee and the details of meetings attended by its members are given below:

		Number of meetings during the financial year 2017-18
		Eligible to attend	Attended
Mr. Smit shah	Chairman	3	3
Mr. Shaishav Shah	Member	3	3
Mr. Kaivan Shah	Member	3	3

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.ratnagroup.co.in.

B. Stakeholder’s Grievance & Relationship Committee:

The Board of Directors, in their meeting held on October 05, 2017, has formed Stakeholder’s Grievance & Relationship Committee mainly to focus on the redressal of Shareholder’s/ Investor’s Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.

During the year under review, Stakeholder’s Grievance & Relationship Committee met 2(Two) times viz on December 11, 2017 and January 22, 2018.The composition of the Committee and the details of meetings attended by its members are given below:

		Number of meetings during the financial year 2017-18
		Eligible to attend	Attended
Mr. Shaishav Shah	Chairman	2	2
Mr. Smit Shah	Member	2	2
Mr. Kaivan Shah	Member	2	2

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2018.

C. Nomination and Remuneration Committee:

The Board of Directors, in their meeting held on October 5, 2017, has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Further, the committee shall also meet as and when the need arises for review of Managerial Remuneration.

During the year under review, Nomination and Remuneration Committee met 3 (Three) times viz on November 18, 2017,March 21, 2018 and March 30,2018.The composition of the Committee and the details of meetings attended by its members are given below:

		Number of meetings during the financial year 2017-18
		Eligible to attend	Attended
Mr. Shaishav Shah	Chairman	3	3
Mr. Smit Shah	Member	3	3
Mr. Munir Shah	Member	3	3

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances etc. to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

o A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

o In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Company’s remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company’s philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.ratnagroup.co.in.

Remuneration of Director:

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

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Details of Loans, Guarantees, and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed to this Report as “Annexure - A”.

A particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as “Annexure - B”.

DISCLOSURE OF REMUNERATION:

The ratio of the remuneration of each whole-time director to the median of 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 to this Report as “Annexure - C”. Refer to tables 3A(a) in “Annexure -C”.

There are no employees who are posted outside India and in receipt of a remuneration of Rs. 60.00 lakh or more per annum or Rs. 5.00 lakh or more a month.

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the date of end of financial year of the Company i.e. March 31, 2018 to the date of this Report.

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

Conservation of Energy:

In its endeavor towards conservation of energy your Company ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under:

Earnings - Nil

Outgo - Royalty Expenses - Nil

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Your Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditor of the Company carries out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company’s internal controls over financial reporting was observed.

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made there under, M/s. A N A & Associates Chartered Accountants, Ahmedabad (FRN: 130797W), were appointed as Statutory Auditors of the Company to hold office till conclusion of 14^th Annual General Meeting(AGM) of the company to be held in the calendar year 2020.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as “Annexure - D” to this Report.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future;

(vi) Information on subsidiary, associate and joint venture companies.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office: By order of the Board of Directors

S.F. 207, Turquoise, Panchvati Panch Rasta Nr. For, Ratnabhumi Developers Limited

White House E.B., C.G. Road Ahmedabad-380009 Kaivan shah

Place: Ahmedabad Chairman and Managing Director

Date: August 18, 2018 DIN 01887130