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RAJSANKET REALTY LIM

(Formerly Known as Sanket International Limited)

RAJSANKET REALTY LIMITED


31ST

ANNUAL

REPORT

2015-2016

ITED


Annual Report 2015-2016 RAJSANKET REALTY LIMITED

Page 1

DIRECTORS :

Shri Haresh Sutaria

Shri Anuj M. Patel

Shri Jignesh P. Waghela

Smt. Nayna S. Desai

COMPANY SECRETARY:

Shri Ketan Trivedi

AUDITORS :

M/s. Chandan Parmar & Co.

Chartered Accountants

Alli Chambers, Ground Floor,

Homi Modi 2nd Cross Lane,

Fort, Mumbai 400023.

BANKERS :

Corporation Bank

ICICI Bank

HDFC Bank

REGISTERED OFFICE :

139, Seksaria Chambers,

2nd Floor, Nagindas Master Road,

Fort, Mumbai - 400 023


Page 2

NOTICE

NOTICE IS HEREBY GIVEN THAT 31ST ANNUAL GENERAL MEETING OF THE MEMBERS OF RAJSANKET REALTY LIMITED WILL BE HELD ON FRIDAY, SEPTEMBER 30TH, 2016, AT 3:00 P.M., AT 139, SEKSARIA CHAMBERS, 2ND FLOOR, N. M. ROAD, FORT, MUMBAI - 400 023, TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:-

1. To receive, consider and adopt the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2016 together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Shri Anuj M. Patel (DIN: 01284886), who retires by rotation at this Annual General Meeting and being eligible has offers himself for re-appointment.

3. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s. Chandan Parmar & Co., Chartered Accountants (Firm Registration No.101662W), be and is hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company at such remuneration as shall be fixed by the Board of Directors of the Company.”

By order of the Board

For Rajsanket Realty Limited (Formerly Known as Sanket International Limited) Place: Mumbai Date: 23rd August, 2016 Sd/- Registered office: Shri Haresh Sutaria 139, Sekasaria Chambers, 2nd Floor, Chairman N. M. Road, Fort, Mumbai – 400 023

NOTES:- 1. A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote on

poll instead of himself and the proxy need not be a Member of the Company. Proxy Form, in order to be effective, must be received at the Company’s Registered Office not less than FORTY-EIGHT HOURS before the commencement of the meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying


Page 4

voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Annual General Meeting (AGM).

2. The Register of Members and the Share Transfer Books of the Company will be closed from Saturday, 24th September, 2016 to Friday, 30th September, 2016 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the Meeting.

3. Members holding shares in dematerialised form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company’s records which will help the Company and the Company’s Registrars and Transfer Agents, M/s. Link Intime India Pvt. Ltd. to provide efficient and better services. The Company or its Registrars and Transfer Agents, M/s. Link Intime India Pvt. Ltd. cannot act on any request received directly from the members holding shares in dematerialized form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant by the members. Members holding shares in physical form are requested to intimate such changes to M/s. Link Intime India Pvt. Ltd.

4. Pursuant to Regulation 36 of Securities Exchange Board of India (Listing Obligations And

Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting

(‘SS – 2’) the details of the Director seeking re-appointment at the AGM is enclosed as

annexure.

5. The Members/proxies should bring the attendance slip duly filled in and signed for attending the meeting.

6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

7. Members are requested to intimate any change in their correspondence addresses immediately to the Registrar and Transfer Agent of the company.

8. The Securities and Exchange Board of India (SEBI) has mandated the submission of

Permanent Account Number (PAN) by every participant in securities market. Members holding shares in dematerialized form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / M/s. Link Intime India Pvt. Ltd.


Page 5

9. Members who would like to ask any questions on the accounts are requested to send their

questions to the Registered Office of the Company at least 10 days before the Annual General Meeting to enable the Company to answer their queries satisfactorily.

10. As a measure of economy & environment protection, copies of the Annual Report will not be distributed at the Annual General Meeting. The Members/ Proxies are requested to bring the copy of Annual Report of the Company at AGM.

11. Voting through electronic means (“remote e-voting”)

In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below.

Resolution(s) passed by Members through e-voting is/are deemed to have been passed as if they have been passed at the AGM. The board of directors has appointed Mr. V.V. Chakradeo, Practicing Company Secretary (Membership No. FCS 3382, C P No. 1705) as the Scrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner. The facility for voting through Ballot paper shall also be made available at the AGM and the Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

The instructions for e-voting are as under:-

(i) The remote e-voting period begins on 27th September, 2016 at 09:00 a.m. and ends on 29th September, 2016 at 5:00 p. m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23rd September, 2016, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to

vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID


Page 6

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered

with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the

Company/Depository Participant are requested to use the sequence

number which is printed on Postal Ballot / Attendance Slip / Address

Sticker indicated in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant RAJSANKET REALTY LIMITED on which you choose to vote.


Page 7

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution

details. (xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify

your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xviii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting” available for Android, Apple and Windows based mobiles. The m-Voting app can be downloaded from the respective App Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xx) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xxi) Details of Scrutinizer: V. V. Chakradeo, Practising Company Secretary. (Membership No. FCS 3382, C P No. 1705), E-mail: [email protected]

(xxii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].


Page 8

Other Instructions 12. Members have option to vote either through e-voting or through physical Ballot Form.

Members can opt for only one mode of voting i.e. either by physical ballot or through e-voting. If Members opt for e-voting then do not vote by Physical Ballot or vice versa. However, in case Members cast their vote both by Physical Ballot and e-voting, then voting done through e-voting shall prevail and voting done by Physical Ballot will be treated as invalid.

In terms of the provisions of Section 107 of the Companies Act, 2013, since the resolutions

as set out in this Notice are being conducted through remote e-voting or Ballot Paper, the said resolutions will not be decided on a show of hands at the AGM. The voting right of all shareholders shall be in proportion to their share in the paid up equity The Scrutinizer will scrutinize the voting process (both e-voting and voting by physical ballot) in a fair and transparent manner.

The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, would count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than three days of conclusion of the meeting, a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.

The results declared along with the Scrutinizer’s Report shall be communicated to BSE

Limited (“BSE”), where the shares of the Company are listed. The shareholders can also access to other information about the Company on Stock

Exchange websites, which are www.bseindia.com.

By order of the Board For Rajsanket Realty Limited


Place: Mumbai Date: 23rd August, 2016 Sd/- Registered office: Shri Haresh Sutaria 139, Sekasaria Chambers, 2nd Floor, Chairman N. M. Road, Fort, Mumbai – 400 023


Page 9

ANNEXURE

INFORMATION PURSUANT TO REGULATION 36 OF SECURITIES EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETING (‘SS – 2’)

Profile and other details of Director seeking re-appointment Shri Anuj M. Patel Shri Anuj M. Patel, aged 58 years, is a Bachelor of Commerce graduate from Mumbai University. He is a non - executive director of the Company since September, 2010 and severed in real estate sector. He also has past experience in chemical industry. As on the date of Notice, Shri Anuj M. Patel does not hold directorship and the membership of committee of Board in any other listed entities and also does not hold any equity share of the Company.


Page 10

ROUTE MAP TO THE VENUE OF THE ANNUAL GENERAL MEETING

VENUE :

139, SEKSARIA CHAMBERS, 2ND FLOOR,

NAGINDAS MASTER ROAD, FORT,

MUMBAI – 400 023


Page 11

DIRECTORS’ REPORT

To, The Members, Rajsanket Realty Limited.

Your Directors present their 31st Annual Report and the Audited Annual Accounts for the year

ended 31st March, 2016.

1. Financial Performance:

The Company’s Financial Performance for the financial year ended on 31st March, 2016 under

review along with previous years figures are given hereunder:

(Amount in Rs.)

2. Dividend:

In view of loss, your Directors do not recommend any dividend for the financial year ended

31st March, 2016.

3. Transfer To Reserves:

Due to losses during the year under review, no amount has been transferred to reserves.

4. Transfer of unclaimed dividend to investor education and protection fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no

dividend declared and paid last year.

5. Share Capital:

Issue of equity shares with differential rights

During the financial year under review, there was no issue of equity shares with differential rights in terms of rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

Particulars 2015-16 2014-15

Total Income 10,02,86,723 8,62,26,094

Less: Total Expenses 12,76,77,455 12,89,06,334

Profit /(Loss) before tax (2,73,90,732) (4,26,80,240)

Deferred tax (86,05,521) (1,29,33,387)

Profit /(Loss) for the year after tax (1,87,85,211) (2,97,46,852)


Page 12

Issue of sweat equity shares:

During the financial year under review, there was no issue of sweat equity shares as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014. Buy back of securities: The company has not bought back any of its securities during the year under review. Issue of bonus shares: No bonus shares were issued during the year under review. Issue of shares under employees stock option plan: The company has not provided any stock option scheme to the employees.

6. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility

initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

7. Human Resources:

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

8. Risk Management Policy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various

risks to key business objectives. Major risks identified by the businesses and functions are

systematically addressed through mitigating actions on a continuing basis. The Company’s

internal control systems are commensurate with the nature of its business and the size and

complexity of its operations. These are routinely tested and certified by Statutory as well as

Internal Auditors.

9. Internal Financial Controls with reference to Financial Statements:

The Company has in place adequate internal control with reference to financial statements.

The Board has adopted the policy and procedures for ensuring the orderly and efficient

conduct of its business, including adherence to the Company’s policies, safeguarding of its

assets, the prevention and detection of errors and fraud, the accuracy and completeness of

the accounting records.


Page 13

10. Directors’ Responsibility Statement: Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors, to the best of their

knowledge and ability confirm that:

(a) in the preparation of the annual accounts, for the year ended March 31st, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) they have selected such accounting policies have been selected and applied consistently

and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st , 2016 and of loss of the Company for the year ended on that date;

(c) they have taken proper and sufficient care has been taken for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) 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. (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.

11. Directors and Key Managerial Personnel:

During the year under review, no changes has been occurred in the composition of the Board.

However, in accordance with the provision of Sec 149(10) & (11) and other applicable provisions, if any, of the Companies Act, 2013, Smt. Nayna S. Desai (DIN: 01967807), who was appointed as an Independent Additional Director w.e.f. 30th March, 2015 for period of five years subject to shareholders approval. During the year her appointment has been rectified by the shareholders at the 30th Annual General Meeting held 30th September, 2015. None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

Performance Evaluation of the Board, Committees and Director

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, performance of Individual Directors and the working of its Committees.

The Director made a self-assessment of their effectiveness in terms of attendance,


Page 14

contribution at Meetings and guidance/support extended to the Management outside Board/ Committee Meetings. The feedback received from the Directors was discussed and reviewed by the Independent Directors and also shared with Nomination and Remuneration Committee.

Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Remuneration Policy:

This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors, in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement.

This policy lays down the criteria for determining qualifications, positive attributes and independence of directors and selection and appointment of Directors, Senior Management and their remuneration and evaluation of Independent Director and the Board. This policy also includes the Policy on Board diversity.

Number of Meetings of the Board:

During the year under review, Nine Meeting of the Board of Directors were held. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

12. Audit Committee Composition

The Composition of the Audit Committee of the Company is as follows:

1. Shri Jignesh P. Waghela – Chairperson of the Committee

2. Smt. Nayna S. Desai – Member of the Committee

3. Shri Haresh Sutaria - Member of the Committee

13. Details of establishment of vigil mechanism for director and employees:

The Company had adopted a Whistle Blower Policy (“the Policy”) as required under

Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The

Policy has been formulated with a view to provide a mechanism for directors and

employees of the Company to approach the Ethics Counsellor/Chairman of the Audit

Committee of the Company in case of any concern.


Page 15

14. Contracts and Arrangements with Related Parties:

During the year under review, the Company has not entered into any contract/arrangement /transaction with related parties.

15. Particulars of Loans given, Investments made, Guarantees given and Securities provided:

During the year the Company has given the loans under section 186 of the Companies Act, 2013 to Rajesh Estates And Nirman Private Limited and Net Amount of the same is Rs. 99,19,54,435.81/-. However, There were no guarantees and investments made by the company under Section 186 of the Companies Act, 2013 during the year under review.

16. Particulars of Employees:

The information required under Section 197 of the Act read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed

herewith as Annexure “A” to this report.

17. Statutory Auditor:

M/s. Chandan Parmar & Co., Chartered Accountants, were appointed as Statutory Auditors

of the Company for the financial year 2015-16, to hold office from the conclusion of the 30th

Annual general meeting (AGM) till the conclusion of 31st Annual General Meeting to be

held in the year 2016.

The retiring auditors have furnished their eligibility certificate u/s 139 of the Companies

Act, 2013 and rules famed thereunder.

18. Auditors’ Report:

The Auditors’ Report to the Shareholders for financial year 2015-16 does not contain any

qualifications, reservation or adverse remark.

19. Secretarial Auditor:

M/s. V V Chakradeo & Co., the Practicing Company Secretaries were appointed as

Secretarial Auditor to undertake Secretarial Audit of the Company for the year 2015-16.

Their Secretarial Audit Report, in prescribed From No. MR-3, is annexed herewith as

Annexure “B” to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverse

remark.

20. Internal Auditors:

In accordance with provisions of Sections 138 of the Companies Act, 2013 and pursuant to the recommendation of the Audit Committee, Shri Vasant J. Mehta, Chartered Accountants, has been appointed as Internal Auditor of the Company for conducting Internal Audit of the Company for the Financial Year 2015-16.


Page 16

The Internal Auditor independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Directors periodically reviews the reports of the internal auditors and corrective actions taken by the Management with regard thereto.

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo:

The information as required under Section 134(3)(m) of the Companies Act,2013 with respect

to conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange Earnings And Outgo

During the year, Foreign Exchange Earnings was of Rs. Nil (Previous year of Rs. Nil).

During the year, Foreign Exchange Outgo was of Rs.7,84,601/- (Previous year of Rs.

4,47,60,072/-).

22. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed

herewith as “Annexure C” to this report.

23. Public Deposit:

The company has not invited/accepted any deposit from the Public during the year under

review.

24. General:

Your Directors 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: a. The Whole-time Director of the Company has not received remuneration or commission. b. No significant or material order were passed by the regulators or courts or tribunals which

impact the going concern status and the Company’s operation in future. c. During the year, there were no event of the Sexual Harassment of Women at Workplace

occurred and also no cases filed pursuant to the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013.

25. Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and co-

operation received from the 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.


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Note: Notes given in the notes forming part of accounts are self-explanatory, therefore it does

not require any explanation from the Board.

On Behalf of the Board of Directors

For Rajsanket Realty Limited

Sd/- Shri Haresh Sutaria Chairman Place: Mumbai Date: 30th May, 2016

ANNEXURE – “A” TO DIRECTORS’ REPORT

Disclosure pursuant to Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. Given below are the details of % increase in remuneration of each Director, Chief Financial Officer and Company Secretary, ratio of the remuneration of each Director to the median remuneration of the employees of the Company and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company for the financial year 2015-16:

Sr. No.

Name of Director/KMP and Designation

Remuneration of Director

/KMP for FY 2015-16

(Rs.)

% increase in Remuneration

in the FY 2015-16

Ratio of remuneration

of each Director to

median remuneration of employees

Comparison of Remuneration

of the KMP against the

performance of the

Company

A. DIRECTORS:

1 Shri Haresh Sutaria (Whole – Time Director)

0 0 0 0

2 Shri Anuj M. Patel (Non-Executive Director)

0 0 0 0

3 Shri Jignesh P. Waghela (Independent Director)

0 0 0 0

4 Smt. Nayna S. Desai (Independent Director)

0 0 0 0

B. Key Managerial Personnel (KMP)

1 Shri Amit J. Sheth (Chief Financial Officer)

4,50,000/- 38.46

0.97% of Annual

Turnover

2 Shri Ketan Trivedi (Company Secretary)

5,20,814/- Nil


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B. Other disclosures in respect of median remuneration are given below:

Sr.

No

.

Requirements Disclosure

1

Percentage increase in median

remuneration of employees in the financial

year

0.00%

2 Number of permanent employees on the

rolls of company

23

3

Explanation on the relationship between

average increase in remuneration and

company performance

The average increase in remuneration was in

line with the performance of the Company. As

total income of the Company has been

increased by 16.31% as compared to previous

year total income turnover of the Company.

4

Variation in the market capitalization,

price earnings (PE) ratio as at the closing

date of current financial year and previous

financial year

and

percentage increase over /decrease in the

market quotations of the shares in

comparison to the rate at which the

company came out with the last public

offer

Particulars 31.03.16 31.03.15

Market Cap.

(in Cr.) 12.9330 12.9330

P/E ratio N.A. N.A.

Increase

Market Cap 0%

Particulars BSE

Market

quotation as

on 31/03/2016

Rs. 54/- per share

Rate at which

equity shares

were offered

to public at

IPO

Rs. 10/- per share

% of increase

/decrease in

the market

quotation

+440%


Page 19

5

Average percentile increase already made

in the salaries other than the Managerial

Personnel in the last financial year and its

comparison with the percentile in the

managerial remuneration and justification

thereof and point out if there are any

exceptional circumstances for increase in

the managerial remuneration.

The average annual increase was around 20%. However, Increase in the managerial remuneration for the year was 38.46%.

6

The key parameters for any variable

component of remuneration availed by

directors

Not Applicable, as the Company does not have

any variable pay structure for its directors

7

The ratio of remuneration of the highest

paid director to employees who are not

directors but receive remuneration in

excess of highest paid directors.

Not Applicable, as the Directors of Company

have not received remuneration.

8 Remuneration as per Policy

The Remuneration paid to Directors/ KMP

/senior management personnel / employees

was as per the Remuneration policy of the

Company.

Disclosure pursuant to Remuneration as required under Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014

1

Employee of the Company employed throughout the

financial year, who was in receipt of remuneration for

that year which, in the aggregate, not less than rupees

sixty lakhs

Nil

2

Employee of the Company employed for a part of the

financial year, who was in receipt of remuneration for

any part of that year, at a rate which, in the aggregate,

was not less than five lakh rupees per month

Nil

3

Employee of the Company employed throughout the

financial year or part thereof, who was in receipt of

remuneration in that year which, in the aggregate, or as

the case may be, at a rate which, in the aggregate, is in

excess of that drawn by the managing director or

whole-time director or manager and holds by himself or

along with his spouse and dependent children, not less

than two percent of the equity shares of the company.

Not Applicable


Page 20

ANNEXURE – “B” TO DIRECTORS’ REPORT

FORM No. MR 3

SECRETARIAL AUDIT REPORT For the Financial year ended 31st March, 2016.

(Pursuant to section 204 (1) of the companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of managerial Personnel rules, 2014)

To, The Members, Rajsanket Realty Limited, Mumbai. We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Rajsanket Realty Limited. (hereinafter called the Company). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion the company had during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the company has proper board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter : We have examined the books papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2016 according to the provisions of:

(i) The Companies Act, 2013 (Act) and the rules thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there

under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;


Page 21

(e) The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) All applicable Labour Laws (vii) Factory’s Act 1948 : Not Applicable (viii) Bombay Shop & Establishment Act,1948 (ix) Environment Protection Act, 1986 and other environmental laws. (x) Hazardous Wastes (Management and Handling) Rules, 1989 and Amendment Rules,

2003 (xi) Indian Contract Act,1872 (xii) Income Tax Act,1961 and Indirect Tax Laws

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with BSE Limited.

We further report that The board of directors of the company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The changes in composition of the board of directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the board meeting and agenda and detailed notes on agenda were sent at least seven days in advance, and system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for the meaningful participation at the meeting. Majority decision is carried through while the dissenting member’s views are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

FOR V V CHAKRADEO & CO. Sd/- Place : Mumbai V V CHAKRADEO Date : 30th May, 2016 COP 1705. FCS 3382


Page 22

ANNEXURE – “C” TO DIRECTORS’ REPORT

FORM NO.MGT-9

EXTRACT OF ANNUAL RETURN As on Financial Year ended on 31/03/2016

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Company

(Management & Administration) Rules, 2014

I. Registration & Other Details:

i) CIN No. L70101MH1985PLC036272

ii) Registration Date 18/05/1985

iii) Name of the Company RAJSNAKET REALTY LIMITED

iv)Category/Sub-Category of the Company Company Limited By Shares

Indian Non-Government Company v) Address of the registered office & contact details

139, Seksaria Chambers, 2nd Floor, Nagindas Master Road, Fort, Mumbai – 400023, Phone No- 022-22670717, Email- [email protected]

vi) Whether Listed Company Yes, Bombay Stock Exchange(BSE Limited)

vii) Name, Address & Contact Details of the Registrar & Transfer Agent

LINK INTIME INDIA PVT. LTD, C 13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400078. Tel. : 022-25963838

II. Principal Business Activities of the Company All business activities contribution 10% or more of the total turnover of the Company shall be stated:

III Particulars of Holding, Subsidiary & Associate Companies

Sl.No

Name & Address of the Company

CIN/GLN Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

Nil Nil Nil Nil Nil

Sl. No. Name and Description of main products/ services

NIC Code of the product/ Service

% of total turnover of the Company

1 Construction of Building 410 99.81


Page 23

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity) Category wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year (1st April, 2015)

No. of Shares held at the end of the year

(31stMarch, 2016)

% Change During

The Year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian a) Individual/HUF 151000 613000 764000 31.90 151000 613000 764000 31.90 0 b) Central Govt.or State Govt. 0 0 0 0 0 0 0 0 0 c) Bodies Corporates 0 110000 110000 4.59 0 110000 110000 4.59 0

d) Bank/FI 0 0 0 0 0 0 0 0

e) Any other 0 0 0 0 0 0 0 0 0

Sub Total:(A) (1) 151000 723000 874000 36.49 151000 723000 874000 36.49 0

(2) Foreign a) NRI- Individuals 0 0 0 0 0 0 0 0 0 b) Other Individuals 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0

d) Banks/FI 0 0 0 0 0 0 0 0 0

e) Any other… 0 0 0 0 0 0 0 0 0

Sub Total (A) (2) 0 0 0 0 0 0 0 0 0 Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 151000 723000 874000 36.49 151000 723000 874000 36.49 0 B. Public Shareholding

(1) Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks/FI 0 0 0 0 0 0 0 0 0

C) Central govt. 0 0 0 0 0 0 0 0 0

d) State Govt. 0 0 0 0 0 0 0 0 0


Page 24

e) Venture Capital Fund 0 0 0 0 0 0 0 0 0 f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIS 0 0 0 0 0 0 0 0 0 h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0 i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub Total (B)(1): 0 0 0 0 0 0 0 0 0 (2) Non Institutions a) Bodies corporates 0 25000 25000 1.04 0 25000 25000 1.04 0

i) Indian 0 0 0 0 0 0 0 0 0

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals 0 0 0 0 0 0 0 0 0 i) Individual shareholders holding nominal share capital up-to Rs.1 lakhs 500 974000 947500 39.56 500 947000 947500 39.56 0 ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 11500 537000 548500 22.90 11500 537000 548500 22.90 0

c) Others

NRI 0 0 0 0 0 0 0 0 0

HUF 0 0 0 0 0 0 0 0 0 Clearing Members 0 0 0 0 0

0 0 0 0

Sub Total (B)(2): 12000 1509000 1521000 63.51 12000 1509000 1521000 63.51 0 Total Public Shareholding (B)= (B)(1)+(B)(2) 12000 1509000 1521000 63.51 12000 1509000 1521000 63.51 0 C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0 Grand Total (A+B+C) 163000 2232000 2395000 100 163000 2232000 2395000 100 0


Page 25

(ii) Shareholding of Promoters

* The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Shareholders listed under Sl. No. 1 to 12 are disclosed as promoters under regulation 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as on March 31st, 2016.

Sl No.

Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No of shares

% of total shares of the company

% of shares pledged

encumbered to total shares

No of shares

% of total shares of the company

% of shares pledged

encumbered to total shares

1 Harish Patel 148600 6.20 0 148600 6.20 148600 0

2 Rajesh Patel 145600 6.08 0 145600 6.08 145600 0

3 Bhanumati Patel 74000 3.09 0 74000 3.09 0 0

4 Mahesh Patel 73000 3.05 0 73000 3.05 0 0

5 Rahul N Patel 62000 2.59 0 62000 2.58 0 0

6 Anita Patel 49900 2..08 0 49900 2.08 49900 0

7 Ajay Patel 61000 2.55 0 61000 2.55 0 0

8 Narsibhai Patel HUF 50000 2.09 0 50000 2.09 0 0

9 Shilpa Patel 47600 1.99 0 47600 1.99 47600 0

10 Sheela Patel 24000 1.00 0 24000 1.00 0 0

11 Preeti Patel 12500 0.52 0 12500 0.52 0 0

12 Shobhana Patel 12000 0.50 0 12000 0.50 0 0

13 Haresh Sutaria 1000 0.04 0 1000 0.04 1000 0

14 Anil Makadia 1000 0.04 0 1000 0.04 0 0

15 Vinubhai Makadia 1000 0.04 0 1000 0.04 0 0

16 Sureshbhai Makadia 800 0.03 0 800 0.03 0 0

17 Rajesh Unispaces Private Limited 110000 4.59 0 110000 4.59 0 0

Total 874000 36.49 0 874000 36.49 0 0


Page 26

(iii) Change In Promoters' Shareholding:

Sr. No.

Particulars Shareholding at the beginning of the year

(As on 01-04-2015)

Cumulative Shareholding during the year

(01-04-2015 to 31-03-2016)

No. of shares % of total shares of the

company

No. of shares % of total shares of the

company

At the beginning of the year

874000 36.49 874000 36.49

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc) #

Nil

At the End of the year 874000 36.49 874000 36.49 (iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters & Holders

of GDRs & ADRs)

Sr. No.

Name Shareholding

Increase/ Decrease

Date

Increase/Decrease in share-holding

Increase/ Decrease Reason

At the end of the year

(31-03-16)

No. of Shares at the

beginning of the year (01-

04-15)

% of total shares of

the Company

No. of Shares


the Company

1 Dilip Patel 24000 1.00 Nil Nil Nil 24000 1.00 2 Magan

Purshottam 24000 1.00 Nil Nil Nil 24000 1.00

3 Jayesh Estate & Enterpises Limied

25000 1.04 Nil Nil Nil 25000 1.04

4 Geeta Patel 26000 1.09 Nil Nil Nil 26000 1.09 5 Kamlesh

Makadia 50600 2.11 Nil Nil Nil 50600 2.11

6 Priyal Patel 52000 2.17 Nil Nil Nil 52000 2.17 7 Kanchan Patel 60000 2.51 Nil Nil Nil 60000 2.51 8 Rajeshwari Iyer 60000 2.51 Nil Nil Nil 60000 2.51 9 Kundan Shah 80000 3.34 Nil Nil Nil 80000 3.34 10 Hemant Mehta 66400 2.77 Nil Nil Nil 66400 2.77


Page 27

(v) Shareholding of Directors and Key Managerial Personnel

Sr. No.

Name Shareholding Increase/ Decrease Date

Increase/ Decrease in share-holding

Increase/ Decrease Reason

At the end of the year

(31-03-16)

No. of Shares at

the beginning of the year (01-04-15)


the Company

No. of Shares


the Company

A. Directors 1 Haresh Sutaria 1000 0.04 Nil Nil Nil 1000 0.04 2 Anuj M. Patel 0 0 Nil Nil Nil 0 0 3 Jignesh Waghela 0 0 Nil Nil Nil 0 0 4 Nayna S. Desai 0 0 Nil Nil Nil 0 0 B. Key Managerial

Personnel (KMP’s)

1 Amit J. Sheth 100 0.004 Nil Nil Nil 100 0.004 2 Ketan Trivedi 0 0 Nil Nil Nil 0 0

(vi) Indebtedness Indebtedness of the Company including interest outstanding/ accrued but not due for payment.: Amount (In Rs.)

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the finance year (01.04.2015)

i) Principal Amount 85,21,43,481 0.00 0.00 85,21,43,481 ii) Interest due but not paid 0.00 0.00 0.00 0.00

iii) Interest accrued but not due

11,296 0.00 0.00 11,296

Total (i+ii+iii) 85,21,54,777 0.00 0.00 85,21,54,777

Change in indebtedness during the financial year

Addition 1,37,88,29,565 0.00 0.00 1,37,88,29,565 Reduction 40,08,29,190 0.00 0.00 40,08,29,190 Exchange Difference

Net Change 97,80,00,375 0.00 0.00 97,80,00,375 Indebtedness at the end of the financial year (31.03.2016)

i) Principal Amount 1,83,01,55,152 0.00 0.00 1,83,01,55,152 ii) Interest due but not paid 0.00 0.00 0.00 0.00 iii) Interest accrued but not

due 6,836 6,836

Total (i+ii+iii) 1,83,01,61,988 0.00 0.00 1,83,01,61,988


Page 28

(vii) Remuneration of Directors and Key Managerial Personnel

a. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration

Name of Whole Time Director

Shri Haresh Sutaria

1. Gross salary 0

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

0

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

0

(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961

0

2. Stock Option 0 3. Sweat Equity 0 4. Commission 0 - as % of profit 0 - others 0

5. Others 0 Total (A) 0

Ceiling as per the Act

b. Remuneration to other directors:

Sl.No Particulars of Remuneration Name of the Directors

1 Independent Directors Shri Jignesh P. Waghela

Smt. Nayna S.

Desai

Total Amount

(a) Fee for attending board committee meetings 0 0

0

(b) Commission 0 0 0

(c ) Others, please specify 0 0 0

Total (1) 0 0 0

2 Other Non-Executive Directors Shri Anuj M. Patel Total

Amount

(a) Fee for attending board committee meetings 0

0

(b) Commission 0 0

(c) Others, please specify. 0

Total (2) 0 0

Total (B)=(1+2) 0 0

Total Managerial Remuneration 0 0

Overall Ceiling as per the Act.


Page 29

c. Remuneration to Key Managerial Personnel other than MD/WTD

Sr. No.

Particulars of Remuneration

Name of Key Managerial Personnel CFO

(Shri Amit J. Sheth)

Company Secretary

(Shri Ketan Trivedi)

Total Amount

1. Gross salary (a) Salary as per provisions

contained in section 17(1) of the Income-tax Act, 1961

4,50,000/- 5,20,814/- 9,70,814/-

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

0 0- 0

(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961

0 0 0

2. Stock Option 0 0 0 3. Sweat Equity 0 0 0 4. Commission - as % of profit 0 0 0 - others 0 0 0

5. Others 0 0 0 Total 4,50,000/- 5,20,814/- 9,70,814/-

(viii) Penalties/Punishment/Compounding of Offences

Type Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/Compounding fees imposed

Authority (RD/NCLT/Court)

Appeal made if any (give details)

A. Company

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil B. Directors

Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil

C. Other officers in Default

Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil


Page 30

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMIC REVIEW GLOBAL ECONOMY Global growth slowed down to 3.1 percent in 2015 from 3.3 percent in 2014. According to the IMF, global growth is projected to increase at a slower pace, reaching 3.2 percent in 2016 and 3.5 percent in 2017. The forecast is subject to substantial downside risks, including a sharper than expected slowdown in major emerging and developing economies or financial market turmoil arising from a sudden increase in borrowing costs combined with deteriorating fundamentals. According to the World Economic Outlook (WEO) growth in advanced economies is projected to remain modest at about 2 percent. Growth in the United States is expected to remain at in 2016 at 2.4 percent with a modest uptick in 2017. In the Euro area growth in 2015 stood at 1.5 percent on account of low investment high unemployment and weak balance sheets. In a development unprecedented since the 2008 most of the largest emerging economies in each region have been slowing simultaneously for three consecutive years. There has been an economic rebalancing in China accompanied by slowdown in Brazil and Russia in the face of external and domestic challenges. INDIAN ECONOMY India has emerged as the fastest growing major economy in the world as per the Central Statistics Organisation (CSO) and International Monetary Fund (IMF). According to the Economic Survey 2015-16, the Indian economy will continue to grow more than 7 per cent in 2016-17. The improvement in India’s economic fundamentals has accelerated in the year 2015 with the combined impact of strong government reforms, RBI’s inflation focus supported by benign global commodity prices. India was ranked the highest globally in terms of consumer confidence during October-December quarter of 2015, continuing its earlier trend of being ranked the highest during first three quarters of 2015, as per the global consumer confidence index created by Nielsen. According to Mr Jayant Sinha, Minister of State for Finance, Indian economy would continue to grow at 7 to 9 per cent and would double in size to US$ 4–5 trillion in a decade, becoming the third largest economy in absolute terms. Furthermore, initiatives like Make in India and Digital India will play a vital role in the driving the Indian economy. REAL ESTATE SECTOR AN OVERVIEW The real estate sector is one of the most globally recognised sectors. In India, real estate is the second largest employer after agriculture and is slated to grow at 30 per cent over the next decade.


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The Indian real estate market has become one of the most preferred destinations in the Asia Pacific. The real estate sector comprises four sub sectors - housing, retail, hospitality, and commercial. The growth of this sector is well complemented by the growth of the corporate environment and the demand for office space as well as urban and semi-urban accommodations. The construction industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all sectors of the economy. It is also expected that this sector will incur more non-resident Indian (NRI) investments in both the short term and the long term. Bengaluru is expected to be the most favoured property investment destination for NRIs, followed by Ahmedabad, Pune, Chennai, Goa, Delhi and Dehradun. The Indian real estate market is expected to touch US$ 180 billion by 2020. The housing sector alone contributes 5-6 per cent to the country’s Gross Domestic Product (GDP). Retail, hospitality and commercial real estate are also growing significantly, providing the much-needed infrastructure for India’s growing needs. Responding to an increasingly well-informed consumer base and, bearing in mind the aspect of globalisation, Indian real estate developers have shifted gears and accepted fresh challenges. The most marked change has been the shift from family owned businesses to that of professionally managed ones. Real estate developers, in meeting the growing need for managing multiple projects across cities, are also investing in centralised processes to source material and organise manpower and hiring qualified professionals in areas like project management, architecture and engineering. RESIDENTIAL REAL ESTATE 2015 did not bring the hoped-for growth in residential real estate. However, the silver lining is that the bad days seem to have bottomed out; sales have picked up in a few cities like Mumbai, Hyderabad and Bangalore. Launches have reduced in cities like Mumbai, Delhi NCR slightly lowering the inventory. Developers’ initiatives like offering attractive schemes and deal terms, coupled with lowering of interest rates by the Reserve Bank of India (RBI), have activated fence-sitters. The challenges of demand-supply mismatch and high unsold inventory across the country remain, but the signs are nevertheless encouraging - cities like Mumbai, Bangalore, Pune and Hyderabad are slowly but surely crawling back to positive growth. 2016 may well bring an end to the long and painful journey this sector has had. It will definitely mature further into an organised industry in which some lesser-organised players become casualties. COMMERCIAL REAL ESTATE India’s office space absorption during 2015 stood at 35 million sq ft – the second-highest figure in the country’s history after 2011. The demand for office space in 2011 came from occupiers taking advantage of low rents after the global financial crisis. This time, however, it was the result of corporates implementing their growth plans.


Page 32

Rents rose across Indian cities in 2015. The pace was faster in the secondary business districts (SBDs) and certain peripheral business districts (PBDs) of tier-I cities than in the established central business districts (CBDs). The micro-markets seeing more leasing activity in different cities in 2015 will continue to see action in 2016, while lesser-preferred locations will see a higher vacancy rate. As and when supply dries up and vacancy drops further, occupiers will start taking up spaces in these locations, as well. In 2015, office space demand was mainly driven by IT/ ITeS, e-commerce, start-ups and large consulting firms. Players in many other sectors like FMCG, BFSI (front office), manufacturing, telecom and pharma did not come into the market - however, this should happen in 2016 and 2017. Next year will also see demand for built-to-suit (BTS) properties, especially from the larger IT occupiers. While the absorption in 2015 is similar to 2011, it is distributed across new and old buildings; previously, it was largely in newly completed buildings. Demand will remain consistent over most of 2016, with occupiers showing a positive bias. Given the low supply and continued demand for commercial spaces, corporate occupiers will continue to firm up their expansion plans. While 2016 will bring continued demand for leased spaces, quality supply will be lower. This means that unmet demand will reflect in higher occupancy of Grade-B office spaces. After the opening up of real estate sector to FDI, the profile of developers, as well as ownership patterns, will start changing. This will lead to a drop of ownership requirements by Indian developers and a rise in ownership by PE funds and MNC developers. OPPORTUNITIES Housing Demand Your Company expects demand from the mid income residential segment to remain strong as we believe there is significant demand in this category across the country. Increasing disposable incomes, rapid urbanization and strong demographics are some of the trends favoring the mid-income residential market. Monetary Easing The real estate sector performance is directly bound by the country’s economic fundamentals and monetary policies. In January 2014, the RBI increased repo rates to 8% impacting the cost of borrowings and the interest rates on home loans. Monetary easing initiatives will provide an impetus to housing demand. Even a nominal roll-back in rates can positively impact sentiments and encourage home buyers and real estate developers. Real Estate Reforms Real estate industry is cyclical and we anticipate that we are at the end of the cycle of slowdown. The wave of positive sentiments is quite evident and recovery is getting stronger. With the real estate regulatory amendments, credibility and positivity is building up confidence in the minds of investors who will sooner or later get drawn back into the market.


Page 33

Foreign Direct Investment (FDI) in Real Estate India allowed Foreign Direct Investment (FDI) in the real estate sector in 2005. With an increased need of meeting the growing housing demand in India, the Ministry of Housing and Urban Poverty Alleviation made proposals in August 2013 to ease FDI norms in real estate projects. There is relaxation in rules for foreign direct investment in the construction sector as per the Budget for the year 2015-16. Some of these relaxed rules include reducing minimum built-up area and capital requirement for the projects receiving FDI. Real Estate Investment Trusts (REITs) A Real Estate Investment Trust (“REIT”) is a trust that uses pooled capital of investors to purchase and manage income property (“Equity REIT”) and/or mortgage loans (“Mortgage REIT”). REITs offer several advantages to people who do not have sufficient money to invest in real estate but desire to own property. Other than Unit Holders/Investors, the other primary players in REITs constitute the Trustee, Sponsors, Managers and Principal Valuer. The Securities and Exchange Board of India (“SEBI”) has vide a notification dated September 26, 2014 notified the SEBI (Real Estate Investment Trusts) Regulations, 2014 (“SEBI REITs Regulations”) towards regulating investments in REITS. The SEBI REITs Regulations, inter alia, set out the registration requirements, procedure of registration, and eligibility requirements of REITs as well as that the primary players. THREATS AND CHALLENGES Just like any other industry; the real estate sector has some threats involved; which are • Increasing cost of construction • Availability of accomplished and trained labour force • Unanticipated delays in project approvals • Increased cost of manpower • Growth in auxiliary infrastructure facilities FINANCIAL PERFORMANCE During the financial year 2015-16, the total income of the Company has been increased to Rs.10,02,86,723/- as compared to Rs. 8,62,26,094/- of the previous financial year 2014-15. However the Company has incurred the loss before taxes of Rs.2,73,90,732/- as compared to Rs.4,26,80,240/- of the previous financial year 2014-15 and loss after tax of Rs. 18785211/- as compared to Rs. 29746852/- of the previous financial year 2014-15. COMPANY OUTLOOK The current challenging market environment necessitates increased dynamism. BRSL is reinforcing the advantages of its differentiated business proposition and competitive strengths


Page 34

by focusing on remaining capital efficient, while simultaneously adding substantial new projects to ensure strong and sustainable growth. Our key areas of focus for new business development will continue to be in the high growth market of NCR, FY 2016. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY Our business provides complete integration of all transactions including financial transactions and statements. The key business processes and policies are documented. The Statutory Auditors carry out their audit on processes and internal controls on financial reporting. The internal audit for all processes is carried out regularly as per the plan approved by the audit committee. The audit observations are discussed and monitored by Board as well as the Audit Committee regularly. Employee / Industrial Relations The relationship of the Company with its employees continues to be healthy and harmonious. The spirit of understanding, care and welfare has been sustained leading to mutual trust and faith. The motivation and engagement level across various level in the various businesses continues to be high, ensuring complete alignment of individual goals with those of the organizational goals and objectives. The Company has continued to build on its core values and beliefs of Respect and Dignity ensuring complete fairness and transparency. The ability to respond to the needs of the employees in a swift and proactive manner has led to a sense of belongingness amongst all employees and a family spirit. CAUTIONARY STATEMENT The statement forming part of the Directors’ Report and “Management Discussion and Analysis” describing the Company’s objectives , estimates, expectations, or projections may be “Forward Looking” within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations, include Government regulations, patent laws, tax regime and economic developments in which the Company conducts business, litigation and other allied factors.


Page 35

INDEPENDENT AUDITOR'S REPORT To The Members of Rajsanket Realty Limited (Formerly known as Sanket International Limited)

Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Rajsanket Realty Limited (‘the Company’), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Standalone Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are


Page 36

appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B” ; and

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note No.32(i) to the financial statements;


Page 37

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. there has been no amount required to be transferred to the Investor Education and Protection Fund by the Company.

For ChandanParmar& Co. Chartered Accountants

ICAI FRN No: 101662W Sd/-

Deepak H. Padachh Place: Mumbai Partner Date: 30/05/2016 Membership No. 45741

Annexure – A to the Independent Auditors’ Report

(Referred to in paragraph 1 under ‘Report on other Legal & Regulatory Requirments’ Section of our

report of even date)

[i] (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable

intervals during the year and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the company does not hold any immovable property as its fixed assets.

[ii] As informed to us, the inventory in the company’s possession has been physically verified at reasonable intervals during the year by the management. In respect of inventory lying with the third parties, the same have substantially been confirmed by them at reasonable intervals during the year. The discrepancies noticed on verification between physical stock and book records were not material.

[iii] The company has not granted any loans, secured or unsecured, to companies, firms,

limited liability partnerships or other parties covered in the register maintained u/s.189 of the Companies Act, 2013. Accordingly, clause 3(iii) of the Order is not applicable.

[iv] According to the information and explanations given to us, in our opinion, the

Company has complied with the provisions of section 185 and 186 of the Companies Act,2013, to the extent applicable, in respect of loans and investments made during the year.

[v] The company has not accepted any deposits from the public. [vi] As informed to us, maintenance of cost records has not been specified by the Central

Government under sub-section (1) of section 148 of the Companies Act, 2013 for any


Page 38

of the product of the Company. [vii] (a) In our opinion and according to the information and explanations given to us, the

company has not been regular in depositing with the appropriate authorities the undisputed statutory dues applicable to it. There were no arrears of outstanding undisputed statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable except Provident Fund dues for the period from April 2012 to September 2015 amounting to Rs.71,11,280/-.

(b) According to the information and explanations given to us, there are no dues of

income tax, sales tax, custom duty, service tax, excise duty, value added tax, which have not been deposited on account of any dispute.

[viii] According to the information and explanations given to us, the Company has not

defaulted in the repayment of dues to the financial institution and banks during the year. The Company has not borrowed any loans from the government nor issued any debentures.

[ix] According to the information and explanation given to us, the terms loans have been

applied for the purposes for which they were raised. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year.

[x] According to the information and explanations given to us, no material fraud by the

Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

[xi] As informed to us, the company has not paid any managerial remuneration during

the year. Accordingly, clause 3(xi) of the Order is not applicable. [xii] According to the information and explanations given to us, the Company is not a

nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable. [xiii] According to the information and explanations given to us and based on our

examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

[xiv] According to the information and explanations give to us, the Company has not

made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable.

[xv] According to the information and explanations given to us, the Company has not

entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.


Page 39

[xvi] According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For CHANDAN PARMAR & CO.

Chartered Accountants ICAI FRN No. 101662W

Sd/- Deepak H. Padachh Place : Mumbai Partner Date : 30/05/2016 Membership No. 45741

Annexure - B to the Independent Auditors’ Report (Referred to in paragraph 2 (f) under ‘Report on other Legal & Regulatory Requirements’ Section of our

report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Rajsanket Realty Limited (“the Company”) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our


Page 40

audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For CHANDAN PARMAR & CO. Chartered Accountants ICAI FRN No. 101662W

Sd/- Deepak H. Padachh Place : Mumbai Partner Date : 30/05/2016 Membership No. 45741


Page 41

BALANCE SHEET AS ON 31ST MARCH, 2016

Note No.

As at 31-03-16 (Rupees)


I 1)

EQUITY AND LIABILITY Shareholder’s Funds: (a) Share Capital (b) Reserve& Surplus

1 2

2,39,50,000 (3,38,55,608)

2,39,50,000 (150,70,397)

(99,05,608) 88,79,603

2) Non-Current Liabilities Long Term Borrowings

3

92,06,46,314

45,13,25,586

3) Current Liabilities (a) Trade Payable (b) Other current liabilities

TOTAL

4 5

301,02,729

2,80,86,22,715

9,78,70,222

2,14,40,08,576

2,83,87,25,443 2,24,18,78,798

3,74,94,66,149 2,70,20,83,987

II 1)

ASSETS Non- current Assets (a) Fixed Assets (I) Tangible assets (II) Intangible assets (III) Capital Work - In - Progress (b) Non- current investment (c) Deferred Tax Asset (Net) (d) Long –term loans & advances

6 7 8 9

44,16,502 54,565

2,83,500 43,05,000

4,06,68,480 14,64,04,759

46,89,072 - -

43,05,000 3,20,62,959

12,77,82,901

19,61,32,806 16,88,39,932 2) Current Assets

(a) Current Investment (b) Inventories (c) Trade receivables (d) Cash and cash equivalents (e) Short- term loans & advances (f) Other current assets TOTAL

10 11 12 13 14 15

6,56,548

1,47,35,84,582 1,06,84,504

97,02,00,450 99,38,30,163 10,43,77,096

-

1,18,58,95,760 37,37,916

47,49,90,187 66,11,95,416 20,74,24,777

3,55,33,33,343 2,53,32,44,055

3,74,94,66,149 2,70,20,83,987

Significant Accounting Policies Notes on Financial statements

1 to 34

As per our reports of even date For CHANDAN PARMAR & CO. For and on Behalf of the Board Chartered Accountants Sd/- Sd/- Sd/- Deepak H. Padachh Haresh Sutaria Anuj Patel Partner Whole-time Director Director Membership No. 45741 DIN - 01612392 DIN - 01284886

Sd/- Sd/- Amit Sheth Ketan Trivedi Chief Executive Officer Company Secretary Place: Mumbai Place: Mumbai Date: 30/05/2016 Date: 30/05/2016


Page 42

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2016

Particulars Note No.



I

II

III

IV

INCOME

Revenue from Operation

Other Income

Change in value of current investments

Total Revenue (I+II+III)

16

17

18

10,01,04,275

1,65,976

16,472

8,56,25,586

6,00,508

-

10,02,86,723 8,62,26,094

V VI

EXPENSES Cost of material Consumed Construction Expenses Change in inventories of construction WIP and stock –in-trade Employee benefits expenses Depreciation & amortisation Finance Cost Other Expenses Total Expenses

Loss before tax (IV-V)

19 20

21 22 6

23 24

9,06,66,146

10,49,29,481

(28,91,33,099) 1,28,29,834

8,41,734 19,04,78,462

1,70,64,897

23,63,83,582 12,82,37,287

(44,26,40,239)

99,29,821 7,92,152

17,69,71,418 1,92,32,312

12,76,77,455 12,89,06,334

(2,73,90,732)

(4,26,80,240)

VII Tax Expenses

Deferred Tax

(86,05,521)

(1,29,33,387)

VIII Loss after tax for the year (VI-VII) (1,87,85,211) (2,97,46,852)

IX Earnings per share – Basic & Diluted 25 (7.84) (12.42)

Significant Accounting Policies Notes on Financial statements

1 to 34

As per our reports of even date For CHANDAN PARMAR & CO. For and on Behalf of the Board Chartered Accountants Sd/- Sd/- Sd/- Deepak H. Padachh Haresh Sutaria Anuj Patel Partner Whole-time Director Director Membership No. 45741 DIN – 01612392 DIN - 01284886 Sd/- Sd/- Amit Sheth Ketan Trivedi Chief Financial Officer Company Secretary Place: Mumbai Place: Mumbai Date: 30/05/2016 Date: 30/05/2016


Page 43

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2016

(Rs. '000)

As per our reports of even date For CHANDAN PARMAR & CO. For and on Behalf of the Board Chartered Accountants Sd/- Sd/- Sd/- Deepak H. Padachh Haresh Sutaria Anuj Patel Partner Whole-time Director Director Membership No. 45741 DIN – 01612392 DIN - 01284886 Sd/- Sd/- Amit Sheth Ketan Trivedi Chief Financial Officer Company Secretary Place: Mumbai Place: Mumbai Date: 30/05/2016 Date: 30/05/2016

Particulars 2015-2016 (Rupees)

2014-2015 (Rupees)

A. Cash Flow From Operating Activities Net Loss before tax Adjustment For: Depreciation Finance costs

Operating Profit Before Working Capital Changes Less: Income Tax Paid Operating Profit Before Working Capital Changes Adjustment For: (Increase) /Decrease in Inventories (Increase) / Decrease in Trade receivables (Increase) / Decrease in Other Current Assets (Increase) / Decrease in Loans And Advances (Increase) / Decrease in Other Current Liabilities (Increase) / Decrease in Trade Payables

Net Cash Flow From Operations (A)

B. Cash flow From Investing Activities: Purchase of Fixed Assets Changes in Investments

Net Cash Flow From Investing Activities (B)

C. Cash flow From Financing Activities: Proceeds from / (Repayment Of) Borrowings Finance Cost

Net Cash Flow From Financing Activities (C) Net Increase / (Decrease) in Cash And cash Equivalents (A+B+C) Opening Cash And Cash Equivalents Closing Cash And Cash Equivalents

(27,391)

842

1,90,478

(42,680)

792

1,76,971

1,63,929 12,525

1,35,083 11,646

1,51,404

(2,87,689) (6,947)

1,03,048 (3,38,731)

1,55,923 (67,767)

1,23,438

(4,42,683) 380

75,671 (46,557) 5,85,284

8,157

(4,42,164) 1,80,252

(2,90,759) 3,03,690

(907) (657)

- -

(1,564) -

9,78,012

(1,90,478)

2,66,655

(1,76,971)

7,87,534

4,95,210

4,74,990 9,70,200

89,684

3,93,374

81,616

4,74,990

4,95,210 3,93,374


Page 44

SIGNIFICANT ACCOUNTING POLICIES 31-03-2016

i) Basis of Accounting The financial statements are prepared on historical cost convention on accrual basis in

accordance with the generally accepted accounting principles in India and the provisions of

the Companies Act, 2013.

ii) Fixed Assets Tangible assets are stated at cost less accumulated depreciation. Intangible assets are stated

at cost including development co st less accumulated amortization.

iii) Depreciation & Amortization Depreciation on tangible assets is provided to the extent of depreciable amount on straight

line method based on useful life of the assets as prescribed in Schedule II to the Companies

Act, 2013. Depreciation on additions/deductions during the year is provided on pro-rata

basis. Intangible assets consisting of computer software is amortized over the period of its

useful life estimated by management.

iv) Investments Long Term Investments are stated at cost. Short Term Investments are stated at lower of

cost or market price.

v) Inventories Plots of land held as stock-in-trade are valued at cost. Construction work in progress is

valued at cost where cost include cost of land and cost of development rights, construction

and development costs directly related to specific project, borrowing costs and other costs

attributable to the construction activity in general which are allocated to the projects on

appropriate basis. Stock of building materials at site is valued at cost.

vi) Revenue Recognition Revenue is recognized to the extent it is probable that the economic benefits will flow to the

company and the revenue can be reliably measured.

Project Revenue

Revenue in respect of project “Raj Infinia” is recognized on the percentage completion

method in accordance with the “Guidance Note on Accounting for Real Estate

Transactions” issued by the Institute of Chartered Accountants of India.

Interest

Interest income is recognized on a time proportion basis taking into account the amount

outstanding and the rate applicable.

vii) Transactions in Foreign Currency Foreign currency transactions are recorded in the reporting currency, by applying to the

foreign currency amount the exchange rate between the reporting currency and the foreign

currency at the date of the transaction. Premium on forward cover contracts, if any, in


Page 45

respect of imports is charged to profit & loss account over the period of contract. All

monetary assets and liabilities as at the Balance sheet date, not covered by forward

contracts are reinstated at the applicable exchange rates prevailing on that date. All

exchange differences arising on transactions, not covered by forward contracts, are charged

to the Statement of Profit and Loss.

viii) Borrowing Cost Borrowing costs that are attributable to the acquisition, construction or development of

properties and assets under construction of qualifying assets are treated as direct cost and

are considered as part of cost of such assets. This includes those costs on borrowings

acquired specifically for the construction or development of properties and assets under

construction as well as those in relation to general borrowings used to finance the

construction or development of properties and assets under construction. A qualifying

asset is an asset that necessarily requires a substantial period of time to get ready for its

intended use or sale. Other borrowing costs are recognized as an expense in the year in

which they are incurred.

ix) Employee Benefits

a) Short Term Employee Benefits: (1) Short Term Employee Benefits in the form of bonus is recognized as an expense

in the Statement of Profit and Loss of the year in which the related services is

rendered.

(2) The employees of the company are entitled to other short term benefits in the

form of Leave Encashment as per the policy of the company. Leave encashment

is recognized in the Statement of Profit & Loss on payment basis.

b) Long Term Employee Benefits:

(i) Defined Contribution Plan The Company has Defined Contribution plans for post employment benefits in the

form of Provident Fund and Pension Scheme administered through the Government of

India.

Under the Provident Fund Plan and Pension Scheme, the Company contributes to a

Government administered provident fund and pension fund on behalf of its employees

and has no further obligation beyond making its contribution.

The Company’s contributions to the above funds are charged to revenue every year.

x) Taxation

Tax expenses comprise current tax and deferred tax charge/credit. The deferred tax

charge/credit is recognized using current tax rates. Deferred tax assets/liabilities are

reviewed at each Balance sheet date.


Page 46

xi) Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

xii) Impairment of Assets

The Company assesses at each Balance Sheet date whether there is any indication that any

assets may be impaired. If any such indication exists, the Company estimates the

recoverable amount of the assets. If such recoverable amount of the assets or the cash

generating unit to which the asset belongs is less than its carrying amount, the carrying

amount is reduced to its recoverable amount. If at the Balance Sheet there is an indication

that if a previously assessed impairment loss no longer exists, the recoverable amount is

reassessed and the asset is reflected at the recoverable amount subject to a maximum of

depreciated historical cost.

NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31st MARCH, 2016

Particulars 31.03.2016 (Rupees)

31.03.2015 (Rupees)

1 SHARE CAPITAL Authorized 25,00,000 Equity Shares of Rs.10/- each

2,50,00,000

2,50,00,000 2,50,00,000 2,50,00,000

ISSUED SUBSCRIBED AND FULLY PAID

23,95,000 Equity Shares of Rs.10/- each

2,39,50,000

2,39,50,000 2,39,50,000 2,39,50,000

1.1

The details of Shareholders holding more than 5% shares Name of Shareholders Mr. Harish Patel Mr. Rajesh Patel

No of Shares

%

No of Shares

% 1,78,100

1,75,100 7.44% 7.31%

1,48,600 1,45,600

6.20% 6.08%

1.2

The reconciliation of the number of shares outstanding is set out below : Equity Shares at the beginning of the Year Equity Shares at the end of the Year

23,95,000

23,95,000

23,95,000

23,95,000

1.3

The Company has one class of equity shares having a par value of Rs.10 per share. These shares rank pari passu in all respects including voting rights, entitlement to dividend and distribution of assets of the Company in the event of liquidation.


Page 47

2 RESERVES AND SURPLUS Securities Premium Reserve As per last Balance Sheet Surplus as per Statement of Profit & Loss As per last Balance Sheet Less : Loss for the year

4,02,50,000

(5,53,20,397) (1,87,85,211)

4,02,50,000

(2,55,73,545) (2,97,46,852)

(7,41,05,608) (5,53,20,397) (3,38,55,608) (1,50,70,397)

3 LONG TERM BORROWIG

Secured Loans Term Loans From Banks Term Loan From Other Party

3,51,410 92,02,94,904

45,13,25,586 -

92,06,46,314 45,13,25,586

3.1

Long term borrowings and current maturities of long term borrowings include :

i. Term Loan from Bank to the extent of Rs. 13,25,586/- (Previous year Rs. 21,90,196/-) are secured by way of hypothecation of vehicles .

iii .Term Loan from Bank to the extent of Rs. 90,85,34,661/- (Previous year Rs - 45,00,00,000) are secured by way of mortgage of development rights of the project, hypothecation of receivables, personal guarantee of shareholders and their group companies.

iii. Term Loan from other party to the extent of Rs. 92,02,94,904/- (Previous year Rs- 39,99,53,285/-) are secured by way of mortgage of development rights of the project, hypothecation of receivables, personal guarantee of shareholders and their group companies.

3.2 Maturity Profile and Rate of Interest of Term Loans are set out below:

Rate of Interest Maturity Profile

0-1 years 1-2 Years 2-3 Years Beyond 3 years

11.99% 9,74,176 3,51,410 - - 13.50% 90,85,34,661 - - - 13.00% - - 33,00,00,000 59,02,94,904

4 Trade Payable Trade payable

3,01,02,729

9,78,70,222

3,01,02,729 9,78,70,222


Page 48

5

OTHERS CURRENT LIABILITIES Current Maturities of long term borrowings (Refer note No. 3.1) Interest accrued but not due on borrowings Booking advances against flats Other payable

90,95,08,837

6,836

1,89,74,13,459 16,93,583

40,08,17,895

11,296

1,73,41,22,273 90,57,113

2,80,86,22,715 2,14,40,08,576

6. FIXED ASSETS :

Gross Block Depreciation & Amortisation Net Block

Particulars As at 01/04/2015

Additions As at 31/03/2016

Upto 31/03/2015

For the Year

Upto 31/03/2016

As at 31/03/2016

As at 31/03/2015

(a) Tangible Assets :

Furniture & Fixture Office Equipment’s Motor Car Computer System Vehicle

18,20,453

4,51,995

56,21,738

2,08,349

35,715

4,78,125

29,250

-

57,500

-

22,98,578

4,81,245

56,21,738

2,65,849

35, 715

5,82,009

1,33,727

25,29,963

1,69,550

33,929

1,89,261

91,836

5,20,340

36,008

-

7,71,270

2,25,563

30,50,303

2,05,558

33,929

15,27,308

2,55,682

25,71,435

60,291

1,786

12,38,444

3,18,268

30,91,775

38,799

1,786

Total Current Year

81,38,250 5,64,875 87,03,125 34,49,178 8,37,445 42,86,623 44,16,502 46,89,072

Total Previous Year

81,38,250 - 81,38,250 26,57,026 7,92,152 34,49,178 46,89,072 54,81,224

(b) Intangible Assets : Computer Software

-

58,854

58,854

-

4,289

4,289

54,565

-

Total Current Year

- 58,854 58,854 - 4,289 4,289 54,565 -

Total Previous Year

- - - - - - - -

(c ) Capital Work In Progress: ERP Software

-

2,83,500

2,83,500

-

-

-

2,83,500

-

Total Current Year

- 2,83,500 2,83,500 - - - 2,83,500 -

Total Previous Year

- - - - - - - -

Total 81,38,250 9,07,229 90,45,479 34,49,178 8,41,734 42,90,912 47,54,567 46,89,072


Page 49

Current Year (a+b+c) Total Previous Year (a+b+c)

81,38,250 - 81,38,250 26,57,026 7,92,152 34,49,178 46,89,072 54,81,224

Particulars 31.03.2016

(Rupees)

31.03.2015

(Rupees)

7 NON –CURRENT INVESTMENTS Long - term investment - at cost Other Investment – ( Unquoted) Investment in equity instruments 4,920 Equity Shares of Royal Ceramics Industries Pvt. Ltd of Rs.10/-each Aggregate amount of unquoted Investment

43,05,000

43,05,000 43,05,000 43,05,000

43,05,000

43,05,000

8 DEFFERED TAX ASSETS (NET) Timing Difference on account of depreciation Unabsorbed depreciation/ Business loss Expenses allowable on payment basis under Tax Laws

2,11,107

3,78,71,240 25,86,133

2,05,907

3,18,57,052 -

406,68,480 3,20,62,959

9 LONG TERM LOANS & ADVANCES ( Unsecured, considered good) Security Deposits Loans & Advances to others Advances recoverable in cash or kind or for value to be received Income Tax ( Less provisions)

- 6,66,55,181 3,65,00,000

4,32,49,578

4,00,400 6,01,58,105 3,65,00,000

3,07,24,396

14,64,04,759 12,77,82,901

10 CURRENT INVESTMENTS Other (qouted) (Refer Note 10.1) Investment in equity instruments Other (unqouted) (Refer Note 10.2) Investment in equity instruments Aggregate amount of quoted investments Market Value of Quoted Investment Aggregate amount of unquoted investments

5,96,148

60,400

-

- 6,56,548

5,96,148

50,19,900 60,400

-

- - -

6,56,548 -


Page 50

10.1 Details of Investment

The details of other quoted current investment in equity instruments :

Particulars No.s Face Value 31.03.2016 (Rupees)

31.03.2015 (Rupees)

Agri-Tech (India) Ltd 600 10

3,300

-

Ajmera Realty Infra India Ltd

30

10

36

-

Aqua Pumps Infra Venture Limited

4,000

10

6,000

-

Bal Pharma Ltd 157

10

4,710

-

Datasoft Application Software (India) Ltd

13,600

10

17,680

-

Kunal Overseas Ltd 1,500

10

390

-

Marathon Nextgen Realty Ltd

450

10

94,500

-

Monalisa Infotech Ltd 2,500

2

500

-

Namste Exports Ltd 2,000

10

5,200

-

Nath Bio-Genes (India) Ltd

660

10

3,630

-

NOCIL Ltd 3,000

10

71,409

-

Pennar Alluminum Co Ltd

10,000

10

2,900

-

Pentamedia Graphinc Ltd

2,640

1

1,742

-

Reliance Capital Ltd (Bonus)

1

10

-

-

Reliance Communication Ltd(Bonus)

36

5

-

-

Reliance Industries Ltd (Bonus)

72

10

-

-

Reliance Infrastructure Ltd (Bonus)

2

10

-

-

Reliance Power Ltd.(Bonus)

9

10

-

-

Shree Precoated Steel Ltd 70

10

84

-

SPEL Semic SPEL Semiconductor Ltd

2,000

10

27,200

-

Tata Motors Ltd 1,600

2

20,816

-

Tata Telesevice (Maharashtra) Ltd

5,394

10

35,385

-

Techindia Nirman Limited

1,740

10

5,794

-

Vijay Shanti Builders Ltd 5,900

10

7,712

-

Vision Organic Ltd 2,000

10

1,500

-

Wellwin Industry Ltd 4,700

10

14,805

-

Wockhardt Ltd. 3,900 5 2,63,250 -


Page 51

Cifco Finance Ltd 2,000

10

2,000

-

Integra Engineering India Ltd

2,900

1

2,465

-

Pentafour Products Limited

2,140

1

2,140

-

Prestige HM Polycontainers Limited

2,000

1

1,000

-

77,601 5,96,148

10.2 Details of Investment

The details of other unquoted current investment in equity instruments :

Particulars No.s Face Value 31.03.2016 (Rupees)

31.03.2015 (Rupees)

Earnest Healthcare Ltd

2,500

1

2,500

-

IGGI Higway Motels Ltd

25,000 1 25,000 -

The Jamshri Ranjitsinghji Spe. & Weg. Mills Co. Ltd

500 10 1,150 -

MS Shoes East Limited

1250

1 1250

-

Rahi Chemicals Limited

5000

1

500

-

Retfin & Estin India Limited

30000

1

30000

-

64,250 60,400

11 INVENTORIES ( As taken, valued and certified by the management) Materials at site Construction work in progress Plots of land Stock in Trade

20,11,258 1,45,99,96,324

1,15,77,000 -

28,15,459 1,17,08,71,496

1,15,77,000 6,31,804

1,47,35,84,582 1,18,58,95,760

12 TRADE RECEIVABLES Unsecured, considered good Outstanding for a period exceeding six months Others

52,63,697 54,20,807

- 37,37,916

1,06,84,504 37,37,916


Page 52

13 CASH & CASH EQUIVALENTS Balances with banks Cash on hand Fixed deposits with ban

92,53,81,545

1,42,485 4,46,76,420

44,74,03,138

2,23,206 2,73,63,843

97,02,00,450 47,49,90,187

13.1 Fixed deposits with banks include deposits of Rs.2,72,38,843/- (Previous year - Rs.1,25,000/- ) With maturity of more than twelve months.

13.2 Fixed deposits to the extent of Rs.2,73,63,843 (Previous year - Rs.2,73,63,843/-) held as margin

money against the bank guarantees and deposit Rs.1,73,12,577/- (Previous Year - NIL) earmarked as lien against Debt Service Reserve Account.

14 SHORT TERM LOANS & ADVANCES (unsecured, considered good) Loans and advances to Others Advances recoverable in cash or kind or for value to be received

99,20,05,866 18,24,297

66,01,27,575 10,67,841

99,38,30,163 66,11,95,416

15 OTHER CURRENT ASSETS Interest accrued on bank deposits Cenvat credit receivable Deferred Revenue Expenditure

18,96,720

1,73,95,212 8,50,85,165

8,93,189

2,04,23,942 18,61,07,646

10,43,77,096 20,74,24,777

16 REVENUE FROM OPERATIONS Net Sales/ Income from Operations Other Operating Income – Interest

-

10,01,04,275

-

8,56,25,586 10,01,04,275 8,56,25,586

17 OTHER INCOME Dividend Miscellaneous Income Sundry Balances w/back

6,862

1,42,744 16,369

86,365

- 5,14,143

1,65,976 6,00,508

18 CHANGES IN CURRENT INVESTMENTS Change in carring amount of current Investments

16,472

-

16,472 -

19 COST OF MATERIALS CONSUMED Building materials

9,06,66,146

23,63,83,582

9,06,66,146 23,63,83,582


Page 53

20 CONSTRUCTION EXPENSES Labour Charges Consultancy charges Power & Fuel Rates, Taxes & Fees Site Expenses Security Charges Compensation expenses Building Model

5,47,68,397

6,27,246 87,13,920

3,58,15,289 12,30,434 37,74,195

- -

9,54,10,740

58,45,252 96,57,399

36,57,087 4,71,444

27,66,020 83,69,498 20,59,848

10,49,29,481 12,82,37,287

21 CHANGES IN INVETORIES OF CONSTRUCTION WIP & STOCK IN TRADE Opening Stock: Stock of Shares Plots of Land Construction work in Progress Less : Stock of Shares transferred to Investment Closing Stock: Stock of Shares Plots of Land Construction work in Progress

6,31,804 1,15,77,000

1,17,08,71,496

5,70,813 1,15,77,000

72,82,92,249

1,18,30,80,300

6,40,076

- 1,15,77,000

1,45,99,96,324

74,04,40,061

-

6,31,804 1,15,77,000

1,17,08,71,496 1,47,15,73,324 1,18,30,80,301

(28,91,33,099) (44,26,40,239)

22 EMPLOYEE BENEFITS EXPENSES Salaries and wages Contribution to provident fund Employees Welfare Expenses

1,23,71,072

2,91,563 1,67,199

98,31,822

26,581 71,418

128,29,834 99,29,821

23

FINANCE COSTS Interest Expenses Other Borrowing Cost

18,93,42,792

11,35,670

16,98,60,018

71,11,400 19,04,78,462 17,69,71,418


Page 54

25. Earnings per Share:-

Particulars Current Year Previous Year

a) Loss after Tax (1,87,85,211) (2,97,46,853)

b) Weighted Average Number of Equity shares outstanding 23,95,000 23,95,000

c) The nominal value per Equity Share Rs.10/- Rs.10/

d) Earnings per Share – Basic and Diluted (Rs. 7.84) (Rs.12.42)

26. The details of amount outstanding to Micro, Small and Medium Enterprises based on the

information available with the Company are given below:-

31-3-2016 31-3-2015

i) Principal amount remaining unpaid on Nil Nil ii) Interest due thereon as on Nil Nil

iii) Interest paid by the Company in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during the year.

Nil Nil

24 OTHER EXPENSES Advertisement Expenses Business Development expense Exhibition Expense Printing & Stationery Bank Commission & Charges Conveyance & Travelling Demat Charges General Expenses Motor Car Insurance Vehicle Expenses Legal & Professional Fees Repair & Maintenance Telephone, Postage & Telegram Foreign Exchange Gain/Loss (Net) Interest on late payment Donation Swachh Bharat Cess Payment to Auditor: -As Auditor - For other matters

1,06,21,578

- 15,62,343

7,54,591 40,153

2,31,089 1,132

10,06,361 54,674 34,743

17,68,654 87,089

73,896 67,447

4,29,579 51,000 30,568

1,50,000 1,00,000

1,25,07,878

81,907 10,64,000 17,02,863

3,06,300 2,13,020

1,150 7,41,218

65,839 -

8,99,514 1,75,470

96,890 4,350

7,90,914 3,51,000

-

1,50,000 80,000

2,50,000 2,30,000

1,70,64,897 1,92,32,312


Page 55

iv) Interest due and payable for the period of delay in making payment (which have been paid but beyond the day during the year) but without adding the interest specified under Micro, Small and Medium Enterprises Development Act, 2006.

Nil Nil

v) Interest accrued and remaining unpaid as at Nil Nil vi) Further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprises.

Nil Nil

27. Disclosures as per Accounting Standards-15, “Employee Benefits” are given below :

(i) Short Term Employee Benefits

a. The Company has provided for bonus amounting to Rs. 7,92,350/- (Previous year Rs. 5,99,900/-) for all its employees under the Payment of Bonus Act, which has been recognized in the Statement of Profit & Loss for the year.

b. During the year, the company has recognized leave salary amounting to Rs.2,82,340/- (Previous Year Rs. 1,96,021/-) in the Statement of Profit & Loss on payment basis.

(ii) Long Term Employee Benefits

The Company has classified the various Long Term Employee Benefits as under:-

Defined Contribution Plans

Employers’ Contribution to Provident Fund & Pension Fund

During the year, the Company has recognized the following amounts as expenses in the

Statement of Profit & Loss –

Particulars 2015-16 Rs. 2014-15 Rs.

Employers’ Contribution to Provident Fund &

Pension Fund

2,79,524/- -

28. Expenditure in Foreign Currency:-

Particulars 2015-16 (Rs.) 2014-15 (Rs.)

Exhibition Expenses 1,66,569/- 4,34,000/-

Brokerage-Deferred Revenue Expenses 4,72,080/- -

Foreign Travelling 1,42,952/- -

Consultancy Fees - 8,11,350/-

Business Development Expenses - 60,407/-

Advertisement Expenses - 31,250/-


Page 56

29. Value of Imports (on CIF basis) :

Particulars 2015-16 (Rs.) 2014-15 (Rs.)

Building materials - 4,34,23,065/- 30. Segment Reporting

Hitherto before, the Company had been disclosing and reporting Business Segment consisting Finance & Investment and Real Estate Development as the two reportable primary segments as per the Accounting Standard on “Segment Reporting” (AS-17) issued by The Institute of Chartered Accountants of India.

During the year, the Company has discontinued its Non Banking Financial activities and surrendered the license to Reserve Bank of India. Consequently, the company discontinued its Finance & Investment segment and it operates in one business segment only i.e. Real Estate Development segment from the current year. As such, there is no separate reportable primary segment for the current year as per Accounting Standard 17.

The company operates primarily in India and there had been no other significant geographical segment.

31. Information on Related Party transactions as required by the Accounting Standard-18

“Related Party Disclosure” are given below:

1) Name of related parties and description of relationships:- a) Key Management Personnel

i) Haresh Sutaria - Whole Time Director ii) Anuj Patel - Director iii) Amit Sheth - Chief Financial Officer iv) Ketan Trivedi - Company secretary

2) Transactions during the year and Balances outstanding at the year end with the related parties are as follows:-

Nature of Transaction Key Management Personnel 2015-16 (Rs.) 2014-15 (Rs.) Salary & Bonus Amit Sheth 4,50,000/- 3,25,000/- Ketan Trivedi 5,20,814/- 18,065/- Total 9,70,814/- 3,43,065/-

32. Contingent Liabilities not provided for in respect of :

(i) Claims against the company not acknowledged as debt – During the year, the Company has received a demand notice from Municipal

Corporation of Greater Mumbai (“the MCGM”) for payment of property tax amounting


Page 57

to Rs.4,99,45,007/- in respect of its “Raj Infinia Project” at Malad (w) for the period 2011-

2016. The Company has disputed the capitalized value of the “Raj Infinia Project”

assessed by the MCGM before the appropriate authorities. The said appropriate

authorities vide its Order dated 29-10-2015 stayed the recovery of balance property tax

dues against payment of 50% of the outstanding demand. The company has paid and

accounted the property tax amounting to Rs.3,10,85,959/- in the current year. The

disputed liability in respect of property tax for “Raj Infinia Project” amounting to

Rs.1,88,59,048/- is not provided for in the accounts.

In opinion of the management and legal advice received by the company there is a

likelihood that the capitalized value of “Raj Infinia Project” assessed by the MCGM will

get reduced by the appropriate authorities. Consequently there will not be any further

liability for the payment of the property tax for the period 2011-2016 and therefore the

same is not provided for in the accounts. However, the company shall account for the

balance property tax, if any, as and when the same is determined by the appropriate

authorities.

(ii) Counter guarantees given to banks and remaining outstanding at the end of year : Rs.2,75,86,400/- (Previous year – Rs. 2,75,86,400/-)

33. Capital commitments:

The estimated amount of contracts remaining to be executed on capital account and not

provided for is Rs. 4,50,000/- (Previous year NIL)

34. The previous year's figures are grouped / regrouped or arranged / rearranged, wherever

necessary, to make them comparable with the current year’s figures

==================================================================== As per our report of even date For CHANDAN PARMAR & CO. For and on behalf of the Board Chartered accountants Sd/- Sd/-

Sd/- Haresh Sutaria Anuj Patel (Deepak H. Padachh) Whole-time Director Director

Partner DIN - 01612392 DIN - 01284886 Membership No.45741

Sd/- Sd/- Amit Sheth Ketan Trivedi

PLACE : MUMBAI Chief Financial Officer Company Secretary DATE : 30-05-2016

RAJSANKET REALTY LIMITED

(Formerly Known as Sanket International Limited) CIN: L70101MH1985PLC036272

Regd.Office : 139, Seksaria Chambers, 2nd Floor, N. M. Road, Fort, Mumbai - 400 023 Phone: +91 22 22670717 Fax +91 22 22672013, Email Id:- [email protected]

ATTENDANCE SLIP (To be presented at the entrance)

Folio No._____________________ /DP ID No.*___________________ Client ID No.___________________

I hereby record my presence at 31st Annual General Meeting of the Company held on Friday, 30th September, 2016, at 3:00 p.m., at 139, Seksaria Chambers, 2nd Floor, Nagindas Master Road, Fort, Mumbai - 400 023.

_____________________________ _______________________ Name of the shareholder Signature _____________________________ _______________________ Name of the Proxy holder Signature

Note: 1. Shareholders / Proxy holders are requested to bring the Attendance slip with them duly completed when they come to the Meeting and hand it over at the gate after affixing their signature on it.

2. Shareholder/Proxy holder desiring to attend the Meeting should bring his copy of the

Annual Report for Reference at the Meeting.

RAJSANKET REALTY LIMITED (Formerly Known as Sanket International Limited)

CIN: L70101MH1985PLC036272 Regd. Office : 139, Seksaria Chambers, 2nd Floor, N. M. Road, Fort, Mumbai - 400 023

Phone: +91 22 22670717 Fax +91 22 22672013, Email Id:- [email protected]

FORM NO. MGT – 11

PROXY FORM

[Pursuant to the provisions of Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s):

Registered Address :

E-mail ID

Folio No./

Client ID: DP ID:

I/We being the Member(s) of the Company holding___________ Shares of Rajsanket Realty Limited, hereby appoint:

1. Name:__________________________________________________________________________________________________ Address:________________________________________________________________________________________________ E-mail Id:_______________________________________________________________________________________________ Signature:________________________________________________________________________________ or failing him /her.

2. Name:__________________________________________________________________________________________________ Address:________________________________________________________________________________________________ E-mail Id:_______________________________________________________________________________________________ Signature:________________________________________________________________________________ or failing him /her.

3. Name:__________________________________________________________________________________________________

Address:________________________________________________________________________________________________ E-mail Id:_______________________________________________________________________________________________ Signature:_______________________________________________________________________________________________.

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 31st Annual General Meeting of the

Company, to be held on Friday, 30th September, 2016, at 3.00 p.m., at its Registered office at 139, Seksaria Chambers, Nagindas

Master Road, Fort, Mumbai – 400023 and at any adjournment(s) thereof, in respect of the resolutions, as indicated below:

Ordinary Business:-

1. To receive, consider and adopt the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2016 together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Shri Anuj M. Patel (DIN: 01284886), who retires by rotation at this Annual General

Meeting and being eligible has offers himself for re-appointment.

3. To appoint Auditors and fix their remuneration.

Signed: this _________________ day of ____________ 2016.

Signature of Member(s): ______________________________

Signature of the Proxy holder(s):________________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered office of the

Company, not less than 48 hours before the commencement, of the Meeting.

Affix Revenue

Stamp

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