Raja Bahadur International Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in submitting their 99^th Annual Report together with the
Audited Statement of Accounts for the year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial results of the Company (Standalone) are summarized as under:

Particular	Year ended 31.03.2025	Year ended 31.03.2024
Gross Profit/(Loss) before Depreciation, Finance Cost, Taxation and Extra Ordinary Items	2028.72	1335.55
Finance Cost	1667.34	1009.51
Profit / (Loss) before Depreciation, Taxation & Extra Ordinary Items	361.37	326.04
Depreciation	207.39	160.87
Profit / (Loss) before Taxation	153.98	165.17
Provision for Taxation: - Current Tax (MAT) - Deferred Tax - Income Tax (excess) Provision of Earlier Years - MAT Credit Written Off of Earlier Years	248.76	39.29
Profit/ (Loss) after Tax	(94.78)	125.88
Other Comprehensive Income (net of tax)	(1.83)	8.08
Total Comprehensive Income	(92.95)	117.80

STATE OF COMPANY’S AFFAIRS

Your Directors are pleased to state that:-

1. The Company’s project known as RB-101 (Wing A) is under development in full
swing and likely to be completed during financial year 2025-26.

2. The Company is in process of launching RB-101 (Wing B) in near term

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
2024-25

There have been no material changes and commitments affecting the financial position
of the Company between the end of the financial year and date of the report.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year FY 2024-25.

DIVIDEND

To conserve the resources your directors do not recommend dividend on the equity
shares of the Company for the financial year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS

i. Industry Review, Developments and Outlook

India’s economy is projected to be the fastest-growing major economy despite global headwinds,
with a growth rate of 6.5%. This projection is supported by robust public spending and monetary
policy stimulus. The real estate sector is likely to continue its journey of long-term growth as we
see a continuous rise in GDP per capita, larger disposable incomes, growing urbanization and
most of all a larger focus of the world on us as the next big economy.

Pune''s real estate market is poised for substantial growth, driven by infrastructural
advancements, economic expansion and likely to to see increasingly strong demand for
commercial real estate .

Your Company is focused on Commercial Real Estate, with particular focus on Office
and Retail Segment. The commercial and retail segment, saw strong demand coming
from both domestic and international businesses. Buoyed by the opportunities that the
Indian real estate market presents, your company aspires to achieve strong growth over
the next coming years.

ii. Opportunities and Threats
Opportunities:

As India awaits policy reforms to pick up speed, your Company firmly believes that the
demand for Real Estate in a country like India will remain strong in the medium to long
term.

Threats:

The real estate industry is subject to extensive regulations, and unanticipated delays in project
approvals, regulatory framework can negatively influence the sector''s performance.

As the country''s second-largest employment provider, the real estate sector relies significantly on
manual labour. Labour shortages and unavailability of accomplished and trained labour force
disrupting project completion schedules.

The Company’s growth is subject to market risks, volatility in interest rates and
increase in input cost, among other risks.

iii. Segment Wise Performance:

Your Company has only one segment i.e. Construction and Real Estate Development.
Revenue and expenses have been identified on the basis of accounting standard as
applicable and guidance note issued by Institute of Chartered Accountant of India for
this sector.

Key Financial Ratios	For the year ended 31/03/2025	For the year ended 31/03/2024	Increase / Decrease (in % terms)	Reason for variances
Current Ratio	1.60	1.24	29%	Due to increase in the cash & cash equivalent balances as compared to previous year
Debt-Equity Ratio	18.72	12.41	5 1 %	Due to Increase in debt in current year as compared to previous year
Debt Service Coverage Ratio	0.74	0.67	11%	NA
Return on Equity Ratio	-0.08	0.10	-181%	Due to increase in deferred tax expenses as compared to previous year
Inventory turnover ratio	NA	NA	NA	NA
Debtors turnover ratio	2.84	2.55	11%	NA
Interest Coverage Ratio	1.03	0.86	18.99%	NA
Operating Profit Margin (%)	0.66	0.55	18.62%	NA
Trade payables turnover ratio	7.92	3.02	1 6 2 %	Due to decrease in Trade payables
Net capital turnover ratio	2.23	3.60	-38%	Due to increase in average working capital as compared to previous year
Net profit (%)	-0.03	0.06	- 1 58%	Due to increase in deferred tax expenses as compared to previous year

Return on Net Worth (%)	-0.08	0.10	-181.45 %	Due to increase in deferred tax expenses as compared to previous year
Return on investment	0.08	0.09	-17%	N.A.

v. Risks and Concerns

Execution of projects depends on several factors which include labour availability, raw material
prices, receipt of approvals and regulatory clearances, access to utilities such as electricity and
water, weather conditions and the absence of contingencies such as litigation. Your Company
manages the adversities with cautious approach, meticulous planning and by engaging established
and reputed contractors.

The higher interest environment, and the uncertainty in reduction of interest rates, is a
negative for the industry, also input costs still remain elevated.

vi. Internal Control Systems and their Adequacy

The Company has a well-defined organization structure, documented policy guidelines,
predefined authority levels, and an extensive system of internal controls system. An
independent internal audit firm appointed by the Company conducts audits to ensure
adequacy of internal control systems, adherence to management policies and
compliance with the laws and regulations. The Audit Committee continues to regularly
review Financial Statement and Auditor’s report thereon.

vii. Financial Performance

During the year under review Company’s operational income is Rs.2,774.66 lakhs
(previous year 2,122.71 lakhs) and other income is Rs. 281.71 lakhs (previous year Rs.
178.63 lakhs). The Company has incurred a loss of Rs. 92.95 lakhs during the year
(previous year profit of Rs. 117.80 lakhs).

viii. Material development in Human Resources including number of people
employed.

Your Company firmly believes that success of a company comes from good Human
Resources. Employees are considered an important asset and key to its success. The
employee’s relation continued to be satisfactory.

As of March 31, 2025, we had 43 permanent employees, as compared to 35 as on
March 31, 2024.

? Mr. Nayankumar Mirani (DIN No.: 00045197) ceased to be Independent Director of the
company effective from 9^th February, 2025. The Board of Directors pursuant to the
provisions of Section 149, 152 and all other applicable provisions of the
Companies Act, 2013 (the Act) and the Companies (Appointment and
Qualification of Directors) Rules, 2014, including any statutory modification(s) or
re-enactment thereof from time to time, read with Articles of Association of the
Company and based on the recommendation of the Nomination and
Remuneration Committee appointed him as Non-Executive Non-Independent
Additional Director of the Company effect from 14^th February, 2025 as he is
eligible for appointment subject to approval of members at the ensuing Annual
General Meeting of the Company.

? Mr. Narayan V. Kamath (DIN 10913871) pursuant to the provisions of Sections 149,
150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the
Act) and the Rules framed thereunder, read with Schedule IV to the Act, based
on the recommendation of the Nomination and Remuneration Committee,
appointed him as an Additional Director of the Company by the Board with effect from
February 14, 2025 under section 161 of the Act, in the capacity of an Independent
Director with effect from February 14, 2025, who meets the criteria for
independence under Section 149(6) of the Act and Rules made thereunder, and
in respect of whom the Company has received a notice under Section 160 of the
Companies Act, 2013 signifying his candidature as an Independent Director of
the Company, be and is hereby appointed as an Independent Director of the
Company, not liable to retire by rotation, for a first term of five (5) consecutive
years effective from February 14, 2025. He holds office upto the date of the ensuing
AGM Company under Section 161 of the Act and he is eligible for appointment. He has
submitted a declaration that he meets the criteria of independence as provided in Section
149(6) of the Act.

? Mr. Umang Pittie (DIN: 05322022) was appointed by the Board of Directors at the Board meeting
held on 22^nd May, 2025 as an Additional Whole time Director designated as Executive Director
based on the recommendation of the Nomination and Remuneration Committee
and pursuant to the provisions of Sections 196, 197, 203 read with Schedule V
and all other applicable provisions of the Companies Act, 2013 (‘’the Act”) and
the Rules made thereunder and SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015 (including any statutory modification (s) or re¬
enactment (s) thereof for the time being in force), the Articles of Association of
the Company and subject to other consents required, if any, for a period of 3
(three) years with effect from May 22, 2025, subject to approval of shareholders
at the ensuing Annual General Meeting of the Company.

• Mr. Vaibhav Pittie (DIN: 07643342) was appointed by the Board of Directors at the Board meeting
held on 22^nd May, 2025 as an Additional Whole time Director designated as Executive Director
based on the recommendation of the Nomination and Remuneration Committee
and pursuant to the provisions of Sections 196, 197, 203 read with Schedule V
and all other applicable provisions of the Companies Act, 2013 (‘’the Act”) and
the Rules made thereunder and SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015 (including any statutory modification (s) or re¬
enactment (s) thereof for the time being in force), the Articles of Association of
the Company and subject to other consents required, if any, for a period of 3
(three) years with effect from May 22, 2025, subject to approval of shareholders
at the ensuing Annual General Meeting of the Company.

• Mr. Shridhar Pittie (DIN No.: 00562400), Chairman & Managing Director of the Company
retires by rotation in accordance with the provisions of Section 152 of the Companies Act,
2013 (Act) at the ensuing Annual General Meeting (AGM) and is eligible for re¬
appointment.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel
(KMP) of the Company:

• Mr. Shridhar Pittie- Chairman & Managing Director

• Mr. Sajjan Kumar Jhunjhunwala- Chief Financial Officer

• Mr. Akash Joshi- Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Mohan V. Tanksale (DIN: 02971181), Mr. Sandeep G. Gokhale (DIN: 00693885),
Mr. Narayan Vinayak Kamath (DIN: 10913871) and Mrs. Ranjana Kaul (DIN No.:
07122917) Independent directors of the Company had submitted declarations that
each of them meet the criteria of independence as provided in sub Section (6) of Section
149 of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations” and there has been no change in the circumstances which may affect their
status as Independent Director during the year. In the opinion of the Board, the
Independent Directors possess appropriate balance of skills, experience and knowledge,
as required. In terms of Regulation 25(8) of SEBI Listing Regulations, independent
directors have confirmed that they are not aware of any circumstance or situation
which exists or may be reasonably anticipated that could impair or impact their ability
to discharge their duties.

NUMBERS OF MEETINGS OF THE BOARD

During the year 2024-25, six board meetings were convened and held i.e on
28.05.2024, 07.08.2024, 30.09.2024, 14.11.2024, 28.12.2024 and 14.02.2025. The
maximum interval between the meetings did not exceed the period prescribed under
Companies Act, 2013. Details of attendance are attached and form part of the Annual
Report.

COMMITTEE OF BOARD OF DIRECTORS

The Committees of the Board have been constituted/ reconstituted in accordance with
the provisions of the Companies Act, 2013. Currently, the Board has the following
Committees:

Audit Committee, Nomination & Remuneration Committee and Stakeholder
Relationship Committee. The details pertaining to composition of meetings held during
the year and the attendance of directors in respect of the meetings of these Committees
are attached and form part of the Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a
mechanism (“Vigil Mechanism”) for employees including directors of the Company to
report genuine concerns. The provisions of this policy are in line with the provisions of
the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded
on the

Company’s website:- http://www.rajabahadur.com

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA
FOR INDEPENDENT DIRECTORS

The remuneration policy for directors and senior management and the criteria for
selection of candidates for appointment as directors, independent directors, senior
management as adopted by the Board of Directors are placed on the Company’s website
at (https://www.rajabahadur.com/coc.php). There has been no change in the policies
since the last fiscal year.

The Board of Directors affirm that the remuneration paid to the directors is as per the
terms laid out in the remuneration policy of the Company.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board’s own performance, Board Committees and
Individual Directors was carried out pursuant to the provisions of the Act in the
following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1.	Each Individual Directors	Nomination and Remuneration Committee	Attendance, contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2.	Independent Directors	Entire Board of Directors excluding the Director who is	Attendance, contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and

			being evaluated	guidance provided etc.
3.	Board, and Committees	its	All Directors	Board composition and structure, effectiveness of Board processes, Evaluation of risk, look into governance and compliance, review grievance of investor, check availability of sufficient funds, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information, contribution to the discussion, etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
audit committee has additional oversight in the area of financial risks and controls.
Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. More details on risk management are
covered in the Management Discussion and Analysis, forming a part of the Annual
Report.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and
explanation obtained, your Directors make the following statements in terms of Section
134(5) of the Companies Act, 2013:

i. that in the preparation of the annual accounts for year ended 31^st March, 2025, the
applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

ii. that such accounting policies have been selected and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year on
31^st March, 2025 and of the loss of the Company for the year ended on that date;

iii. that proper and sufficient care have 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;

iv. that the annual accounts have been prepared on a ‘going concern’ basis;

v. that proper internal financial controls were in place and that such internal financial
controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate system of internal financial controls over financial
reporting as required under the Act. Internal control systems comprising of policies and
procedures are designed to ensure sound management of your Company’s operations,
safekeeping of its assets, optimal utilization of resources, reliability of its financial
information and compliance. The Audit Committee of the Board reviews the internal
control systems with the Management, Internal Auditors and Statutory Auditors.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

Raja Bahadurs Realty Limited is wholly owned subsidiary of the Company is engaged in
the business of real estate and property development activities. The salient features of
the financial summary statement in Form AOC - 1 is enclosed as “Annexure - D.”

The Company does not have any Joint Ventures / Associates.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the
provisions of the Section 129 of the Act, read with the Companies (Accounts) Rules,
2014, applicable Indian Accounting Standards (IND-AS) and the provisions of the
Listing Regulations and forms part of the Annual Report.

DEPOSITS

During the year, the Company has not accepted any public deposits in terms of Section
73 of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule
12 of the Companies (Management and Administration) Rules, 2014 Annual Return of
the Company as at 31^st March, 2025 is uploaded on the website of the Company at
Web link: https://www.rajabahadur.com/coc.php.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Jain P.C. & Associates, Chartered
Accountants (FRN No. 126313W) were appointed as Statutory Auditors of the Company
for second term for a period of five years at the 96^th AGM held on 08.08.2022 to hold
office till the conclusion of the AGM to be held in the year 2027.

M/s. Jain P.C. & Associates, Statutory Auditors have confirmed that they are not
disqualified to act as Auditors and are eligible to hold office as Statutory Auditors of
your Company and they would continue to hold the office of Statutory Auditors for the
financial year 2024-25.

During the year under review, the statutory Auditors had not reported any matter
under Section 143 (12) of the Act, therefore no detail is required to be disclosed under
Section 134 (3)(f) of the Act.

There were no qualification/ adverse remark/ observation of the statutory Auditors
relating to financial statement and they have given unmodified opinion report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicable provisions of the
Companies Act, 2013, Parikh & Associates, Practicing Company Secretaries Secretarial
Auditors have issued the Secretarial Auditors’ Report and their report is attached
hereto as “Annexure-A”.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of
all applicable secretarial standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively.

COST AUDITORS

The provisions of section 148 are not applicable to the Company for the year under
review and accordingly the maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is not
required.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees 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 are
given in “Annexure-B” to this Report.

Details of employees remuneration as required under provisions of Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are available on your Company’s
website at (https://www.rajabahadur.com/Dis.php).

RELATED PARTY TRANSACTIONS

The Board has framed a policy for related party transactions. Particulars of
transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule
8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same
forms part of this report as “Annexure-C”.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 (“the Act”) read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to
your Company.

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

The company has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and has not received any complaint of
sexual harassment during the financial year 2024-25.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2025-2026.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures
and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in
accordance with the requirements of the SEBI (Prohibition of Insider Trading)
Regulation, 2015 and is available on our website (www.rajabahadur.com)

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in
contravention of the provisions of the Section 186 of the Companies Act, 2013. The
details of the loans and guarantees given and investments made by the Company are
provided in the notes to the financial statements.

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

In view of nature of business of the Company, particulars regarding conservation of
energy and technology absorption are not given. However, the Company has taken
various measures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year under report.
CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Corporate Governance is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

No significant or material orders were passed by any regulator or court that would
impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

The Board of Directors are thankful to its Bankers and Institutions for the support and
financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the
employees of the Company whose untiring efforts have made achieving its goal possible.
Your Directors wish to thank the Central and State Governments, customers, suppliers,
business associates, shareholders for their continued support and for the faith reposed
in your Company.

For and on behalf of the Board

Shridhar Pittie
DIN : 00562400
Chairman & Managing Director

Place :- Mumbai
Date :- May 22, 2025

---

Mar 31, 2024

Your Directors have pleasure in submitting their 98^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The financial results of the Company (Standalone) are summarized as under:

Rs. in Lakhs
Particular	Year ended	Year ended
	31.03.2024	31.03.2023
Gross Profit/(Loss) before Depreciation, Finance Cost, Taxation and Extra Ordinary Items	1335.55	354.14
Finance Cost	1009.51	931.62
Profit /(Loss) before Depreciation, Taxation & Extra Ordinary Items	326.04	(577.48)
Depreciation	160.87	111.30
Profit / (Loss) before Taxation	165.17	(688.78)
Provision for Taxation: - Current Tax (MAT) - Deferred Tax - Income Tax (excess) Provision of Earlier Years - MAT Credit Written Off of Earlier Years	39.29	(62.05)
Profit/ (Loss) after Tax	125.88	(626.73)
Other Comprehensive Income (net of tax)	8.08	1.16
Total Comprehensive Income	117.80	(625.57)

STATE OF COMPANY''S AFFAIRS

Your Directors are pleased to state that:-

1. The Company had launched the Commercial Tower-1 ("CT-1") project, to augment its retail offering the construction of which was completed during the year under review. This project got a strong market response and the leasing of the same is completed.

2. The Company''s next project known as "RB-101, is under development in full swing.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR 2023-24

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of the report.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year FY 2023-24.

DIVIDEND

To conserve the resources your directors do not recommend dividend on the equity shares of the Company for the financial year 2023-24.

MANAGEMENT DISCUSSION AND ANALYSISi. Industry Review, Developments and Outlook

The Company is focused on Commercial Real Estate, with particular focus on Office and Retail Segment. This year under review continued to see increasingly strong demand for commercial real estate in Pune.

ii. Opportunities and Threats

India''s strong macroeconomic performance and financial sector stability has augured well for the real estate sector in India and particularly in Pune. The commercial and retail segment, saw strong demand coming from both domestic and international businesses. Buoyed by the opportunities that the Indian real estate market presents, your company aspires to achieve strong growth over the next coming years.

However the Company''s results are subject to risks of market, volatility in interest rates and increase in input cost, among other risks.

iii. Segment Wise Performance

Your Company has only one segment i.e. Construction and Real Estate Development. Revenue and expenses have been identified on the basis of accounting standard as applicable and guidance note issued by Institute of Chartered Accountant of India for this sector.

iv. Key Financial Ratios Analysis

Key Financial Ratios	For the year ended 31/03/2024	For the year ended 31/03/2023	Increase / Decrease (in % terms)	Reason for variances
Current Ratio	1.24	1.13	9%	Increase in debtors as compared to previous year
Debt-Equity Ratio	12.41	11.39	9%	Increase in debt as compared to previous year.
Debt Service Coverage Ratio	0.67	0.38	74%	Increase in profit as compared to previous year losses
Return on Equity Ratio	0.10	-0.56	-118%	Increase in profit as compared to previous year losses
Inventory turnover ratio	8.89	0.62	1334%	Reduction in average inventory as compared to previous year
Debtors turnover ratio	2.55	1.95	31%	Increase in operating revenue as compared to previous year
Interest Coverage Ratio	0.86	0.38	127%	Increase in profit as compared to previous year losses
Operating Profit Margin (%)	0.55	0.18	195%	Increase in operating profit during the year
Trade payables turnover ratio	3.02	3.51	-14%	Decrease in purchases
Net capital turnover ratio	3.60	-2.82	-228%	Increase in operating revenue as compared to previous year
Net profit (%)	0.06	-0.33	-118%	Increase in profit as compared to previous year losses

Return on Net Worth (%)	0.10	-0.56	-118%	Higher EBIT due to increase in operating revenue as compared to previous year
Return on investment	0.09	0.08	18%	Increase in interest on investment as compared to previous year

v. Risks and Concerns

The higher interest environment, and the uncertainty in reduction of interest rates, is a negative for the industry, also input costs still remain elevated.

vi. Internal Control Systems and their Adequacy

The Company has a well-defined organization structure, documented policy guidelines, predefined authority levels, and an extensive system of internal controls system. An independent internal audit firm appointed by the Company conducts audits to ensure adequacy of internal control systems, adherence to management policies and compliance with the laws and regulations.

vii. Financial Performance

During the year under review Company''s operational income is Rs.2,122.71 lakhs (previous year 1,887.74 lakhs) and other income is Rs. 178.63 lakhs (previous year Rs. 90.95 lakhs). Company has generated a profit of Rs. 117.80 lakhs (previous year Loss of Rs. 625.57 lakhs).

viii. Material development in Human Resources

Your Company firmly believes that success of a company comes from good Human Resources. Employees are considered an important asset and key to its success. The employee''s relation continued to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Shridhar Pittie (DIN No.: 00562400), Director of the Company retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 (Act) at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment. He was re-appointed as Chairman & Managing Director of the Company for a period of three years with effect from June 30, 2023 by the Board at its meeting held on May 30, 2023.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

• Mr. Shridhar Pittie- Chairman & Managing Director

• Mr. Sajjan Kumar Jhunjhunwala- Chief Financial Officer

• Mr. Akash Joshi- Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Nayankumar C. Mirani (DIN No.: 00045197), Mr. Mohan V. Tanksale (DIN No.: 02971181), Mr. Sandeep G. Gokhale and Mrs. Ranjana Kaul (DIN No.: 07122917) independent directors of the Company had submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations" and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required. In terms of Regulation 25(8) of SEBI Listing Regulations, independent directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

NUMBERS OF MEETINGS OF THE BOARD

During the year 2023-24, six board meetings were convened and held i.e on 30.05.2023, 11.08.2023, 15.09.2023, 07.11.2023, 29.11.2023 and 14.02.2024. The maximum interval between the meetings did not exceed the period prescribed under Companies Act, 2013. Details of attendance are attached and form part of the Annual Report.

COMMITTEE OF BOARD OF DIRECTORS

The Committees of the Board have been constituted/ reconstituted in accordance with the provisions of the Companies Act, 2013. Currently, the Board has the following Committees:

Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The details pertaining to composition of meetings held during the year and the attendance of directors in respect of the meetings of these Committees are attached and form part of the Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the

provisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the

Company''s website:- http://www.rajabahadur.com

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The remuneration policy for directors and senior management and the criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the Company''s website at (https://www.rajabahadur.com/coc.php). There has been no change in the policies since the last fiscal year.

The Board of Directors affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board''s own performance, Board Committees and Individual Directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1.	Each Individual Directors	Nomination and Remuneration Committee	Attendance, contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2.	Independent Directors	Entire Board of Directors excluding the Director who is being evaluated	Attendance, contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3.	Board, and its Committees	All Directors	Board composition and structure, effectiveness of Board processes, Evaluation of risk, look into governance and compliance, review grievance of investor, check availability of sufficient funds, information and functioning,

fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information, contribution to the discussion, etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. More details on risk management are covered in the Management Discussion and Analysis, forming a part of the Annual Report.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

i. that in the preparation of the annual accounts for year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31^st March, 2024 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care have 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;

iv. that the annual accounts have been prepared on a ''going concern'' basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate system of internal financial controls over financial reporting as required under the Act. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. The Audit Committee of the Board reviews the internal control systems with the Management, Internal Auditors and Statutory Auditors.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

Raja Bahadurs Realty Limited is wholly owned subsidiary of the Company is engaged in the business of real estate and property development activities. The salient features of the financial summary statement in Form AOC - 1 is enclosed as "Annexure - D."

The Company does not have any Joint Ventures / Associates.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the provisions of the Section 129 of the Act, read with the Companies (Accounts) Rules, 2014, applicable Indian Accounting Standards (IND-AS) and the provisions of the Listing Regulations and forms part of the Annual Report.

DEPOSITS

During the year, the Company has not accepted any public deposits in terms of Section 73 of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the Company as at 31^st March, 2024 is uploaded on the website of the Company at Web link: https://www.rajabahadur.com/coc.php.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Jain P.C. & Associates, Chartered Accountants (FRN No. 126313W) were appointed as Statutory Auditors of the Company for second term for a period of five years at the 96^th AGM held on 08.08.2022 to hold office till the conclusion of the aGm to be held in the year 2027.

M/s. Jain P.C. & Associates, Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Statutory Auditors of your Company and they would continue to hold the office of Statutory Auditors for the financial year 2023-24.

During the year under review, the statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(f) of the Act.

There were no qualification/ adverse remark/ observation of the statutory Auditors relating to financial statement and they have given unmodified opinion report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, Parikh & Associates, Practicing Company Secretaries Secretarial Auditors have issued the Secretarial Auditors'' Report and their report is attached hereto as "Annexure-A".

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

COST AUDITORS

The provisions of section 148 are not applicable to the Company and accordingly the maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is not required.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees 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 are given in "Annexure-B" to this Report.

Details of employees remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on your Company''s website at (https://www.rajabahadur.com/Dis.php).

RELATED PARTY TRANSACTIONS

The Board has framed a policy for related party transactions. Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as "Annexure-C".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 ("the Act") read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

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

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has not received any complaint of sexual harassment during the financial year 2023-24.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2024-2025.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website (www.rajabahadur.com)

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

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

In view of nature of business of the Company, particulars regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year under report.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

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Mar 31, 2023

Your Directors have pleasure in submitting their 97^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2023.

FINANCIAL RESULTS

The financial results of the Company (Standalone) are summarized as under:

Particular	Year ended 31.03.2023	Year ended 31.03.2022
Gross Profit/(Loss) before Depreciation, Finance Cost, Taxation and Extra Ordinary Items	354.14	297.97
Finance Cost	931.62	1030.44
Profit / (Loss) before Depreciation, Taxation & Extra Ordinary Items	(577.48)	(732.47)
Depreciation	111.30	107.73
Profit / (Loss) before Taxation	(688.78)	(840.21)
Provision for Taxation: - Current Tax (MAT) - Deferred Tax - Income Tax (excess) Provision of Earlier Years - MAT Credit Written Off of Earlier Years	(62.05)	(350.82)
Profit/ (Loss) after Tax	(626.73)	(489.38)
Other Comprehensive Income (net of tax)	1.16	3.57
Total Comprehensive Income	(625.57)	(485.81)

STATE OF COMPANY''S AFFAIRS

Your Directors are pleased to state that:-

1. The Company''s "The Mills" project at Pune is at full occupancy, and during the year, the Company was able to induct a leading national restaurant chain as our esteemed client. This is a testament to the growing reputation of The Mills, as a leading destination in Pune.

2. To augment its retail offering, the Company had launched the RBCT-1 project, the construction of which is nearly complete. This project has gotten a strong market response and the leasing of the same is substantially completed.

3. During the year company was able to sell all its flat duly finished at "Pittie Kourtyard" Kharadi, Pune.

4. The Company''s next project RB101, is also under development.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR 2022-23

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of the report.

IMPACT OF COVID-19 PANDEMIC

Despite Covid-19 Pandemic, the company has been able to retain its licensees. The Company expects to recover the carrying amounts of its assets. However it will depend on future development which remain uncertain.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year FY 2022-23.

DIVIDEND

To conserve the resources your directors do not recommend dividend on the equity shares of the Company for the financial year 2022-23.

MANAGEMENT DISCUSSION AND ANALYSIS

i. Industry Review, Developments and Outlook

The Company is focused on Commercial Real Estate, with particular focus on Office and Retail Segment. The Office market in Pune has recovered from the lows during Covid, whereas the Retail Segment continues to perform well. This year saw the announcement of the Nexus REIT, which gives an indication of the way forward even in the retail segment. Both these segments display a relatively consolidated industry structure, and will continue to do so.

ii. Opportunities and Threats

Real Estate, and in particular Pune, is likely to be a bright spot. A number of connectivity initiatives, including the Mumbai Trans-Harbour Link and the Missing Link project on the expressway. This bodes well for capital values in Pune. A number of intra-city connectivity projects are also on-going, the Pune Metro is getting commission, in a stage wise manner, the Airport extension, River Road and the Ring Road, are also underway.

Generally, the higher interest environment, and the uncertainty in reduction of interest rates, caused by higher inflation prints, is a negative for the industry. While WPI have cooled, input costs still remain elevated.

iii. Segment Wise Performance

Your Company has only one segment i.e. Construction and Real Estate Development. Revenue and expenses have been identified on the basis of accounting standard as applicable and guidance note issued by Institute of Chartered Accountant of India for this sector.

iv. Key Financial Ratios Analysis

Key Financial Ratios	31/03/2023	31/03/2022	Increase / Decrease (in % terms)	Reason for variances
Debtors turnover ratio	1.95	3.57	-45%	Decrease in trade receivables and credit sales.
Inventory turnover ratio	0.62	1.85	-66%	Due to decrease in average inventory.
Interest Coverage Ratio	0.380	0.289	31%	Increase due to reduction of finance cost and increase in EBITD.
Current Ratio	1.13	0.81	39%	Due to increase in cash balance and deposit with Government Aauthorities.
Debt-Equity Ratio	11.39	4.59	148%	Loss for the year due to decrease in operating revenue in current year as compared to previous year and increase in debt.
Operating Profit Margin (%)	0.18	0.28	-36%	Change in revenue mix
Net profit Margin (%)	-0.33	-0.16	108%	Decrease in operating revenue
Return on Net Worth Ratio	-0.56	-0.28	100%	Lower EBIT

v. Risks and Concerns

The higher interest environment, and the uncertainty in reduction of interest rates, is a negative for the industry, also input costs still remain elevated.

vi. Internal Control Systems and their Adequacy

The Company has a well-defined organization structure, documented policy guidelines, predefined authority levels, and an extensive system of internal controls system. An independent internal audit firm appointed by the Company conducts audits to ensure adequacy of internal control systems, adherence to management policies and compliance with the laws and regulations.

vii. Financial Performance

During the year under review Company''s operational income is Rs.1,887.74 lakhs (previous year 3,068.58 lakhs) and other income is Rs. 90.95 lakhs (previous year Rs. 65.20 lakhs). Company has generated a Loss of Rs. 625.57 lakhs (previous year Loss of Rs. 485.82 lakhs).

viii. Material development in Human Resources

Your Company firmly believes that success of a company comes from good Human Resources. Employees are considered an important asset and key to its success. The employee''s relation continued to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Shridhar Pittie (DIN No.: 00562400), Director of the Company retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 (Act) at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment. He was re-appointed as Chairman & Managing Director of the Company for a period of three years with effect from June 30, 2023 by the Board at its meeting held on May 30, 2023.

Mrs. Ranjana Kaul (DIN No.: 07122917) was appointed as an Additional and Independent Director of the Company by the Board on February 14, 2023. Further, the Board also appointed her as an independent director for a period of five years with effect from February 14, 2023 subject to the approval of shareholders in the upcoming AGM.

Necessary resolutions for the aforesaid Directors are proposed at the ensuing AGM for approval by the members.

Mrs. Malvika S. Pittie (DIN No.: 00730352) resigned from her office as Non-Executive Director of the Company w.e.f March 23, 2023. The Board placed on record the sincere appreciation of valuable advice/ service rendered by her, during her tenure as NonExecutive Director of Company.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

• Mr. Shridhar Pittie- Chairman & Managing Director

• Mr. Sajjan Kumar Jhunjhunwala- Chief Financial Officer

• Mr. Akash Joshi- Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Nayankumar C. Mirani (DIN No.: 00045197), Mr. Mohan V. Tanksale (DIN No.: 02971181), Mr. Sandeep G. Gokhale and Mrs. Ranjana Kaul (DIN No.: 07122917) additional and independent director of the Company had submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations" and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required. In terms of Regulation 25(8) of

SEBI Listing Regulations, independent directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

NUMBERS OF MEETINGS OF THE BOARD

During the year 2022-23, four board meetings were convened and held i.e on 27.05.2022, 13.08.2022, 14.11.2022 and 14.02.2023. The maximum interval between the meetings did not exceed the period prescribed under Companies Act, 2013. Details of attendance are attached and form part of the Annual Report.

COMMITTEE OF BOARD OF DIRECTORS

The Committees of the Board have been constituted/ reconstituted in accordance with the provisions of the Companies Act, 2013. Currently, the Board has the following Committees:

Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The details pertaining to composition of meetings held during the year and the attendance of directors in respect of the meetings of these Committees are attached and form part of the Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the

Company''s website:- http://www.rajabahadur.com

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The remuneration policy for directors and senior management and the criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the Company''s website at (https://www.rajabahadur.com/coc.php). There has been no change in the policies since the last fiscal year.

The Board of Directors affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board''s own performance, Board Committees and Individual Directors was carried out pursuant to the provisions of the Act in the following manner:

Sr.	Performance	Performance	Criteria
No.	evaluation of	evaluation
		performed by

1.	Each Individual Directors	Nomination and Remuneration Committee	Attendance, contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2.	Independent Directors	Entire Board of Directors excluding the Director who is being evaluated	Attendance, contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3.	Board, and its Committees	All Directors	Board composition and structure, effectiveness of Board processes, Evaluation of risk, look into governance and compliance, review grievance of investor, check availability of sufficient funds, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information, contribution to the discussion, etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. More details on risk management are covered in the Management Discussion and Analysis, forming a part of the Annual Report.

The Covid-19 pandemic highlighted the importance of effective risk management and contingency planning and the Company and Board are evaluating this policy in view of the risks that have been particularly highlighted by the pandemic.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

i. that in the preparation of the annual accounts for year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31^st March, 2023 and of the loss of the Company for the year ended on that date;

iii. that proper and sufficient care have 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;

iv. that the annual accounts have been prepared on a ''going concern'' basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate system of internal financial controls over financial reporting as required under the Act. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. The Audit Committee of the Board reviews the internal control systems with the Management, Internal Auditors and Statutory Auditors.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

Raja Bahadurs Realty Limited is wholly owned subsidiary of the Company is engaged in the business of real estate and property development activities. The salient features of the financial summary statement in Form AOC - 1 is enclosed as "Annexure - D."

The Company does not have any Joint Ventures / Associates.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the provisions of the Section 129 of the Act, read with the Companies (Accounts) Rules, 2014, applicable Indian Accounting Standards (IND-AS) and the provisions of the Listing Regulations and forms part of the Annual Report.

DEPOSITS

During the year, the Company has not accepted any public deposits in terms of Section 73 of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the

Company as at 31^st March, 2023 is uploaded on the website of the Company at Web link: https://www.rajabahadur.com/coc.php.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Jain P.C. & Associates, Chartered Accountants (FRN No. 126313W) were appointed as Statutory Auditors of the Company for second term for a period of five years at the 96^th AGM held on 08.08.2022 to hold office till the conclusion of the AGM to be held in the year 2027.

M/s. Jain P.C. & Associates, Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Statutory Auditors of your Company and they would continue to hold the office of Statutory Auditors for the financial year 2022-23.

During the year under review, the statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(f) of the Act.

There were no qualification/ adverse remark/ observation of the statutory Auditors relating to financial statement and they have given unmodified opinion report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, Parikh & Associates, Practicing Company Secretaries Secretarial Auditors have issued the Secretarial Auditors'' Report and their report is attached hereto as "Annexure-A".

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

COST AUDITORS

The provisions of section 148 are not applicable to the Company and accordingly the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees 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 are given in "Annexure-B" to this Report.

Details of employees remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on your Company''s website at (https://www.rajabahadur.com/Dis.php).

RELATED PARTY TRANSACTIONS

The Board has framed a policy for related party transactions. Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as "Annexure-C".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 ("the Act") read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

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

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has not received any complaint of sexual harassment during the financial year 2022-23.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2023-2024.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website (www.rajabahadur.com)

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

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

In view of nature of business of the Company, particulars regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year under report.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

For and on behalf of the Board

Shridhar Pittie DIN:00562400 Chairman & Managing Director

Place :- Mumbai Date :- May 30, 2023

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Mar 31, 2018

BOARDS’ REPORT TO THE MEMBERS

The Directors have pleasure in submitting their Ninety-Second Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018.

TRANSITION TO INDIAN ACCOUNTING STANDARD (Ind-AS)

With effect from 1st April, 2017, your Company was required to align its accounting policies and disclosures with new Indian Accounting Standards or Ind-AS as notified under Section 133 of the Companies Act, 2013 read with Rule 3 of Companies (Indian Accounting Standards) Rules, 2016 as amended. Accordingly, the Financial Statements are prepared in accordance with the (Ind-AS).

Figures of the previous year have been reinstated due to adoption of Ind-AS.

FINANCIAL RESULTS

The financial results of the Company (Standalone) are summarized as under:

Rs.in Lakhs

Particular	Year ended 31.03.2018	Year ended 31.03.2017
Gross Profit / (Loss) before Depreciation, Finance Cost, Taxation and Extra Ordinary Items	(561.88)	(708.47)
Finance Cost	775.96	227.45
Profit / (Loss) before Depreciation, Taxation & Extra Ordinary Items	(1337.84)	(935.92)
Depreciation	49.46	11.56
Profit / (Loss) before Taxation	(1387.30)	(947.48)
Provision for Taxation
- Current Tax (MAT)	--	-
- Deferred Tax	(19.37)	(15.79)
- Income Tax (excess) Provision of Earlier Years	(1.28)	--
Profit / (Loss) after Tax	(1366.65)	(931.69)
Other Comprehensive Income (net oftax)	5.23	11.65
Total Comprehensive Income	(1361.42)	(920.04)

STATE OF COMPANY’S AFFAIRS

Your Directors are pleased to state that Phase-ll consisting of “Wing D” of residential project “Pittie Kourtyard” at Kharadi, Pune has made satisfactory progress during the year. The customers response to the project has been satisfactory. Your Company is refurbishing and renovating the existing structures at 5, Raja Bahadur Motilal Road, Pune for giving on Leave & License / Lease basis. Your Company is pleased to inform that some units have been already given on Leave & License / Lease basis and further opportunities are being explored.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of the report.

DIVIDEND & RESERVES

During the year under review, in view of loss your Directors do not recommend any dividend for the Financial Year 2017-18 and also no amount was transferred to Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Malvika S. Pittie (DIN No.: 00730352), Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Mr. Mohan V. Tanksale (DIN No.: 02971181) who was appointed as an Additional Director of the Company by the Board effective from August 11, 2017, was appointed as Director under Section 161(1) of the Companies Act, 2013 and also Independent Director under Section 149 of the Companies Act, 2013 at the 91st Annual General Meeting of the Company held on September 15, 2017.

There has been no change in the Key Managerial Personnel during the financial year.

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Madhav L. Apte (DIN No.: 00003656), Mr. Nayankumar C. Mirani (DIN No.: 00045197) and Mr. Mohan V. Tanksale (DIN No.: 02971181), Independent Directors of the Company had submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required.

NUMBERS OF MEETINGS OF THE BOARD

During the year, six Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under Companies Act, 2013.

COMMITTEE OF BOARD OF DIRECTORS

The Committees of the Board have been constituted/ reconstituted in accordance with the provisions of the Companies Act, 2013. Currently, the Board has the following Committees:

Audit Committee, Nomination & Remuneration Committee and Share Transfer Committee. The details of meetings held during the year and the attendance of directors for these meetings is part of the Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concern or grievances. The whistle blower policy has been posted on the Company’s website at (https://www.raiabahadur.com/coc.php). During the year no such incidence was reported.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the Company’s website at (https://www.raiabahadur.com/coc.php). There has been no change in the policies since the last fiscal year.

We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board’s own performance, Board Committees and Individual Directors was carried out Dursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1.	Each Individual Directors	Nomination and Remuneration Committee	Attendance, contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2.	Independent Directors	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3.	Board, and its Committees	All Directors	Board composition and structure, effectiveness of Board processes, Evaluation of risk, look into governance and compliance, review grievance of investor, check availability of sufficient funds, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information, contribution to the discussion, etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

RISK MANAGEMENT POLICY

The Board of Directors ofthe Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. More details on risk management are covered in the Management Discussion and Analysis, forming a part ofthe Annual Report.

DIRECTORS RESPONSIBILTY STATEMENT

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

i. that in the preparation of the annual accounts for year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable & prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2018 and of the loss of the Company for the year ended on that date;

iii. that proper and sufficient care have 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;

iv. that the annual accounts have been prepared on a ‘going concern’ basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate system of internal financial controls over financial reporting as required under the Act. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company’s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. The Audit Committee of the Board reviews the internal control systems with the Management, Internal Auditors and StatutoryAuditors.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES / ASSOCIATES

Raja Bahadurs Realty Limited (Formerly known as Raja Bahadur Motilal Export Import Limited) is wholly owned subsidiary of the Company. The Company is engaged in the business of real estate and property development activities. The salient features of the financial summary statement in Form AOC -1 is enclosed as “Annexure-E.”

The Company does not have any Joint Ventures / Associates.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the provisions of the Act, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the Listing Regulations and forms part ofthe Annual Report.

DEPOSITS

The Company has not accepted any public deposits in terms of Section 73 of the Act.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an abstract of Annual Return in Form MGT-9 is enclosed as “Annexure-A.”

AUDITORS, AUDIT REPORT AND THEIR OBSERVATIONS

M/s. Jain RC. & Associates, Chartered Accountants (FRN No. 126313W) have been appointed Auditors of the Company at the 91st Annual General Meeting of the company (AGM) held on 15th September, 2017 for a period of five years to hold office till the conclusion of 96th AGM to be held in the year 2022 subject to ratification by shareholders at each AGM. However in terms of the Notification issued by the Ministry of Corporate Affairs dated May 07, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each AGM has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the ensuing AGM and M/s. Jain RC. & Associates, Chartered Accountants would continue to act as the Statutory Auditors of the Company for five years upto the conclusion of the 96th AGM to be held in 2022.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(f) ofthe Act.

There were no observation of the Auditor relating to financial statement and auditors have given unmodified opinion report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Jigyasa Singhi & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2017-18 and the Secretarial Auditors’ Report issued by them is attached hereto as “Annexure-B”.

The Secretarial Audit Report for the financial year ended 31 March, 2018 does not contain any qualification, reservation and adverse remark.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and Employees 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, 2014are given in “Annexure-C” to this Report.

Details of Employees remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on yours Company’s website at (https://www.raiabahadur.com/Dis.php).

RELATED PARTY TRANSACTIONS

The Board has framed a policy for related party transactions. Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as “Annexure-D”.

During the financial year, your Company entered into related party transactions, which were on an arm’s length basis and in the ordinary course of business. All related party transactions were approved by the Audit Committee of your Company.

The details of contracts and arrangement with related parties of your Company for the financial year ended 31st March, 2018 is given in Notes to the financial statements of your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 (“the Act”) read with Companies (Corporate Social Responsibility Policy) Rules, 2014are not applicable to your Company.

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

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered underthis policy.

The Company has not received any complaint of sexual harassment during the financial year 2017-2018.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2018-2019.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of

Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on your Company’s website at (www.rajabahadur.com).

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

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

In view of nature of business of the Company, particulars regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year under report.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not applicable to the Company.

COMPLIANCES OF SECRETARIAL STANADARD

The company has complied with all the compliances of applicable Secretarial Standards.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

APPRECIATION

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

For and on behalf of the Board

M. M. PITTIE

Place : Mumbai (DIN: 00760307)

Date : 17th May, 2018 CHAIRMAN

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Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in submitting their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS :

The financial results of the Company are summarized as under:

RS. in Lacs

Year ended Year ended 31.03.2015 31.03.2014

Gross Profit / (Loss) before Depreciation, 351.28 (326.71)

Interest, Taxation and Extra Ordinary Items

Less: Interest 62.29 51.17

Profit (Loss) before Depreciation, 288.99 (377.88)

Taxation & Extra Ordinary Items

Less: Depreciation 20.20 15.30

Profit/(Loss)beforeTaxation 268.79 (393.18)

Less : Provision for Taxation

Current Tax (MAT) 52.00 --

DeferredTax (18.24) (12.33)

Profit/(Loss) after Tax 235.03 (380.85)

REVIEW OF OPERATIONS

The Company''s prestigious Residential project "Pittie Kourtyard" has made satisfactory progress during the year and is expected to be handed over to the buyers in the current year. The customer response to the project has been satisfactory. Hence your Directors have decided to undertake the construction of the fourth tower after obtaining necessary approvals. Your Company is also actively exploring the prospects of undertaking other development projects.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

DIVIDEND

With a view to conserve resources and to meet the future financial commitments, your Directors do not recommend any dividend for the Financial Year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

In view of nature of business of the Company, particulars required to be given in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.

There was no foreign exchange earning whereas outgo was RS. 64.89 lacs during the year under report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri M.M. Pittie, Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. During the year under review, Shri M. L. Apte, Shri. N. C. Mirani and Shri. Milind Korde have been appointed as Independent Directors of the Company with effect from February 10, 2015 for a period of five consecutive years. All independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

Necessary resolutions have been proposed at the ensuing Annual General Meeting of the Company for the approval of appointment of Shri. M. L. Apte, Shri N. C. Mirani and Shri. Milind Korde as Independent Directors in pursuance of Section 149(4) of the Companies Act 2013.

Smt. Malvika S. Pittie has been appointed as an Additional Director with effect from 26th May, 2015 by the Board of Directors of the Company in compliance with Section 149 of the Companies Act, 2013. By virtue of Section 161(1) of the Companies Act, 2013 she would hold office upto the date ofthe ensuing Annual General Meeting.

Necessary resolution seeking approval of members for her appointment has been incorporated in the Notice of the forthcoming Annual General Meeting of the company along with brief details about her. The Company has received notice under Section 160 of the Act along with the requisite deposit proposing her appointment.

During the year under report, the Company has recognized the following persons as Key Managerial Personnel:

Shri Shridhar N. Pittie Managing Director

Shri S.K. Jhunjhunwala Chief Financial Officer

NUMBERS OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business.

During the year, five Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Agreement.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has constituted/ reconstituted Committees. Currentlythe Board has the following Committees:-

Audit Committee,

Nomination & Remuneration Committee

Share Transfer Committee

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company in compliance with Section 178 of the Companies Act, 2013.

As per the policy, the Nomination and Remuneration Committee recommend to the Board appointment, reappointment of Directors and Key Managerial Personnel and determination, fixation and revision of their remuneration and is approved by the Board of Directors, subject to the approval of shareholders, wherever necessary.

The objective and broad framework of the Company''s Remuneration Policy is to consider and determine the remuneration, based on the performance and growth of the company, the current trends in the industry, the experience of the appointee, their past performances and other relevant factors.

BOARD EVALUATION

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors. The criteria for performance evaluation is based on the various parameters i.e. attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

i. that in the preparation of the annual financial statements for year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2015 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care have 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;

iv. that the annual financial statements have been prepared on a ''going concern'' basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and

were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and

* Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES:

The Company does not have any subsidiary/ joint ventures/ associates.

DEPOSITS:

The Company has not accepted any public deposits in terms of Section 73 of the Act and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. J.K. Doshi & Co., Chartered Accountants, (Firm Registration No.102720W), Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting. They have expressed their willingness to act as Auditors of the Company and given the confirmation that their appointment, if made, would be in conformity with the provision of Section 138&141 of the Companies Act, 2013. You are requested to appoint Auditors and fix their remuneration.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Jigyasa Singhi & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-15 and the Secretarial Auditors'' Report issued by them is attached hereto as Annexure-B.

As regards observations of the Secretarial Auditor in their report, your Directors have to state that the company is in the process of identifying and appointing a competent and suitable company secretary. Meanwhile, the company has engaged the professional services of practicing company secretaries to take care of due compliances of the provisions of the Act. The company is generally complying with the provisions of Act including filing of Forms with the Registrar of Companies. With regard to appointment of Women Director, the company has appointed Smt. Malvika S. Pittie on the Board on May 26, 2015 in compliance with Section 149 of the Companies Act, 2013.

SAFETY, ENVIRONMENT AND HEALTH:

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

The Board has framed a policy for related party transactions. During the year under report, all related party transactions that were entered were on arm''s length basis and were in the ordinary course of Company''s business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered material.

Related party transactions are disclosed in the notes to the financial statements.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code incorporates the duties of independent Directors as laid down in the Companies Act, 2013. The Board members and senior management personnel have affirmed compliance with the said code of conduct.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an abstract of Annual Return in Form MGT-9 is enclosed as Annexure-A.

APPRECIATION

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

For and on behalf of the Board



MUMBAI M. M. PITTIE May 26, 2015 CHAIRMAN

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Mar 31, 2013

TO THE MEMBERS :

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

The financial results of the Company are summarized as under: ^

Rs.in Lacs Year ended Year ended 31.03.2013 31.03.2012

Gross Profit / (Loss) before Depreciation, (349.43) (134.39)

Interest, Taxation and Extra Ordinary Items Less: Interest 60.66 58.56

Profit (Loss) before Depreciation, (410.09) (192.95)

Taxation & Extra Ordinary Items

Less: Depreciation 21.60 15.00

Profit / (Loss) before Taxation (431.69) (207.95)

Add: Extra Ordinary Items 275.00

(156.69) (207.95)

Less : Provision for Taxation

Deferred Tax (25.80) 64.55

Profit/(Loss) after Tax (130.89) (272,50)

Profit brought forward from last year 102.53 375.03

Profit carried to Balance Sheet (28.36) 102.53

OPERATIONS :

The Company''s prestigious Residential project "Pittie Kourtyard" has made satisfactory progress during the year and the RCC structure of the three towers is nearing completion. The customer response to the project has been satisfactory. Hence your Directors have decided to undertake the construction of the fourth tower. Your company is also actively exploring the prospects of undertaking other development projects.

DIVIDEND:

With a view to conserve resources and to meet the future financial commitments, your Directors do not recommend any dividend for the Financial Year 2012-13.

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

In view of nature of business of the Company, particulars required to be given in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given. However, the company has taken various measures to conserve energy at all levels.

There was no foreign exchange earning whereas outgo was Rs. 42.49 lacs during the year under report.

DIRECTORS:

Mr. M. M. Pittie and Mr. N. C. Mirani, Directors of the Company would retire by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment.

PARTICULARS OF EMPLOYEES :

During the year there was no employee whose information is required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Your Directors confirm that:

(i) In preparation of the Annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) The Directors had selected such accounting policies and applied them consistently and prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of profit of the company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSIT :

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

DEMATERIALISATION OF SHARES & LISTING :

The shares of the company are now available for dematerialization. The company has got the connectivity with

National Security Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL).

The company has paid the listing fees to the Bombay Stock Exchange Ltd. for the year 2013-14.

COMPLIANCE CERTIFICATE:

A compliance certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary for the financial year ended 31st March, 2013 is attached hereto and forms part of this report.

AUDITORS'' REMARK:

The remarks of the Auditors in their Report and Notes attached to the Accounts are self-explanatory.

AUDITORS :

M/s. J.K. Doshi & Co., Chartered Accountants, Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. You are requested to appoint Auditors and fix their remuneration.

APPRECIATION :

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

For and on behalf of the Board

MUMBAI N.M. PITTIE

30th May, 2013 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS :

The financial results of the Company are summarized as under:

Rs.in Lacs Year ended Year ended 31.03.2012 31.03.2011

Gross Profit / (Loss) before Depreciation,Interest and Taxation (134.39) (45.70)

Less: Finance Cost 58.56 49.38

Profit (Loss) before Depreciation & Taxation (192.95) (95.08)

Less: Depreciation 15.00 32.07

Profit / (Loss) before Taxation (207.95) (127.15)

Exceptional Items - Loss on sale of Fixed Assets -- 349.60

(207.95) (476.75)

Less : Provision for Taxation Current Tax 51.10

Deferred Tax 64.55 64.55 (238.56)87.46)

Profit/(Loss) after Tax (272.50) (289.29)

Profit brought forward from last year 375.03 664.32

Profit carried to Balance Sheet 102.53 375.03

OPERATIONS :

The Company has launched its high end residential project styled as Pittie Kourtyard at Kharadi Pune. It has 3 high rise residential towers comprising of 2 parking levels and 17 living floors along with Club House.

The project was awarded the DSK Artists in Concrete Awards 2011 under the category Amenities Galore .

The construction work is in full swing. The project has received overwhelming response despite being the first residential project of the Company.

DIVIDEND:

With a view to conserve resources and to meet the future financial commitments, your Directors do not recommend any dividend for the Financial Year 2011 -12.

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

In view of nature of business of the Company, particulars required to be given in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given. However, the company is taking various measures to conserve energy at all levels.

There was no foreign exchange earning whereas outgo was Rs - 31.05 lacs during the year under report.

DIRECTORS:

The Board hereby report with great grief the sad demise of Mr. Rajaram P. Vaidya, on 1st May,2012. The Board hereby pays rich tributes to his memory and place on record their sense of appreciation for his valuable advice and contribution made by him in guiding the Company especially during its most turbulent times.

Mr. N. M. Pittie and Mr. M. L. Apte, Directors of the Company would retire by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment.

PARTICULARS OF EMPLOYEES:

During the year there was no employee whose information is required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm that:

(i) In preparation of the Annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) The Directors had selected such accounting policies and applied them consistently and prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of profit of the company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSIT:

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

DEMATERIALISATION OF SHARES & LISTING :

The shares of the company are now available for dematerialization. The company has got the connectivity with National Security Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL).

The company has paid the listing fees to the Bombay Stock Exchange Ltd. for the year 2012-13.

COMPLIANCE CERTIFICATE:

A compliance certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary for the financial year ended 31st March, 2012 is attached hereto and forms part of this report.

AUDITORS' REMARK .

The remarks of the Auditors in their Report and Notes attached to the Accounts are self-explanatory.

AUDITORS :

M/s. J.K. Doshi & Co., Chartered Accountants, Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. You are requested to appoint Auditors and fix their remuneration.

APPRECIATION :

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

The Directors appreciate the dedicated and sincere services rendered by the employees of the Company.

The Board takes this opportunity to express its deep gratitude for the continuous support received from the shareholders.

For and on behalf of the Board

MUMBAI N.M. PITTIE

August 28, 2012. CHAIRMAN

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS :

The financial results of the Company are summarised as under :

(Rupees in Lacs)

Year ended Year ended 31.03.2011 31.03.2010

Gross Profit / (Loss) before Depredation, (45.70) 229.81 Interest and Taxation

Less : Interest 49,38 78.10

Profit / (Loss) before Depreciation & (95.08) 151.71 Taxation

Less : Depreciation 32.07 51.75

Profit / (Loss) before Taxation (127.15) 99.96

Exceptional Items -Loss on sale of 349.60 - Business

Undertaking (476.75) 99.96

Less : Provision for Taxation

Current Tax 51.10 17.00

(527.85) 82.96

Add : Deferred Tax Release 238.56 19.77

Profit / (Loss) after Tax (289.29) 102.73

Profit brought forward from last year 664.32 561.59

Profit carried forward to Balance Sheet 375.03 664.32

OPERATIONS :

The Company has recently obtained permission from the Pune Municipal Corporation for construction of building on its land located at Kharadi, Pune. The Company is constructing three Residential Towers with a Club House and has commenced the construction of the same.

As reported earlier, the business of Power Generation by Wind turbines (windmills) was not satisfactory and hence the Company sold the entire undertaking of windmills business during the year under report.

DIVIDEND :

With a view to conserve resources and to meet the future financial commitments, your Directors do not recommend any dividend for the Financial Year 2010-11.

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

In view of nature of business of the Company, particulars required to be given in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given. However, the steps are being taken to conserve energy at all levels.

There was no foreign exchange earning or outgo during the year under report.

DIRECTORS :

Mr. M. M. Pittie and Mr. Nayan C. Mirani, Directors of the Company would retire by rotation at the ensuing

Annual General Meeting and they are eligible for re-appointment.

PARTICULARS OF EMPLOYEES :

During the year there was no employee whose information is required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors confirm that :

(i) In preparation of the Annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) The Directors had selected such accounting policies and applied them consistently and prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of profit of the company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSIT :

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

COMPLIANCE CERTIFICATE :

A compliance certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary for the financial year ended 31st March, 2011 is attached hereto and forms part of this report.

AUDITORS' REMARK :

The remarks of the Auditors in their Report and Notes attached to the Accounts are self-explanatory.

AUDITORS :

M/s. J.K. Doshi & Co., Chartered Accountants, Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. You are requested to appoint Auditors and fix their remuneration.

APPRECIATION :

The Board of Directors are thankful to its Bankers for the support and financial assistance from time to time.

The Directors appreciate the dedicated and sincere services rendered by the employees of the Company.

The Board takes this opportunity to express its deep gratitude for the continuous support received from the shareholders.

For and on behalf of the Board

N. M. PITTIE CHAIRMAN

MUMBAI August 09, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

The financial results of the Company are summarised as under :

(Rupees in Lacs)

Year ended Year ended 31.03.2010 31.03.2009

Gross Profit before Depreciation, 229.81 125.21

Interest and Taxation

Less : Interest 78.10 61.62

Profit / (Loss) before Depreciation & Taxation 151.71 63.59

Less : Depreciation 51.75 53.33

Profit / (Loss) before Taxation 99.96 10.26

Less : Provision for Taxation

Current Tax 17.00 0.45

Deferred Tax (19.77) (16.46)

Fringe Benefit Tax (2.77) 3.46 (12.55)

Profit after Tax 102.73 22.81

Profit brought forward from last year 561.59 538.78

Profit carried forward to Balance Sheet 664.32 561.59

OPERATIONS :

The second half of the year under review has seen an improvement in the Real estate segment and the business sentiment has also changed for the better. Accordingly, we have now again revived our real estate project and expect to start construction in the next financial year.

The Power generation by the wind generators have suffered a set back during the year due to frequent break downs and the manufacturer who was entrusted with the operation and maintenance refusing to honour the contract. We have taken remedial measures including legal in the matter.

DIVIDEND :

With a view to conserve resources and to meet the future commitments, your Directors do not recommend any dividend for the Financial Year 2009-10.

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

In view of nature of business of the Company, particulars required to be given in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given. However, the steps are being taken to conserve energy at all levels.

There was no foreign exchange earning during the year under report. Details of foreign exchange outgo are furnished in Schedule 14 item no.14(c).

DIRECTORS :

Shri R.R Vaidya and Shri N.M. Pittie, Directors of the Company would retire by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment.

PARTICULARS OF EMPLOYEES :

The information required under section 217 (2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules 1975, is given in the Annexure forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors confirm that :

(i) In preparation of the Annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) The Directors had selected such accounting policies and applied them consistently and prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of profit of the company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE :

A compliance certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary for the Financial Year ended 31st March,2010 is attached hereto and forms part of this report.

AUDITORS REMARK :

The remarks of the Auditors in their Report and Notes attached to the Accounts are self-explanatory.

AUDITORS :

M/s. J.K. Doshi & Co., Chartered Accountants, Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. You are requested to appoint Auditors and fix their remuneration.

APPRECIATION :

The Board of Directors are thankful to its Bankers for the support and financial assistance from time to time.

The Directors appreciate the dedicated and sincere services rendered by the employees of the Company.

The Board takes this opportunity to express its deep gratitude for the continuous support received from the shareholders.

For and on behalf of the Board

MUMBAI N. M. PITTIE

May 31, 2010 CHAIRMAN