RAJSANKET REALTY LIMITED...Annual Report 2013-2014 RAJSANKET REALTY LIMITED Page 1 DIRECTORS : Shri...

RAJSANKET REALTY LIMITED

29th

Annual Report

2013-2014

Annual Report 2013-2014 RAJSANKET REALTY LIMITED

Page 1

DIRECTORS :

Shri Haresh V. Sutaria

Shri Anuj M. Patel

Shri Jignesh P. Waghela

AUDITORS :

M/s. Chandan Parmar & Co.

Chartered Accountants

Alli Chambers, Ground Floor,

Homi Modi 2nd Cross Lane,

Fort, Mumbai 400023.

BANKERS :

Corporation Bank

ICICI Bank

HDFC Bank

REGISTERED OFFICE :

139, Seksaria Chambers,

2nd Floor, N. M. Road,

Fort, Mumbai - 400 023


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NOTICE NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF THE MEMBERS OF RAJSANKET REALTY LIMITED WILL BE HELD ON TUESDAY, SEPTEMBER 30, 2014 AT 2 PM AT 139 SEKSARIA CHAMBERS, 2ND FLOOR, N. M. ROAD, FORT, MUMBAI–400 023 TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2014 together with the Reports of the Board of Directors and the Auditors thereon.

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

3. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s. Chandan Parmar & Co., Chartered Accountants (Firm Registration No.101662W), be and is hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company at such remuneration as shall be fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS

4. To appoint Shri Jignesh P. Waghela (DIN: 01639337) as an Independent Director of the Company and to consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Shri Jignesh P. Waghela (DIN: 01639337), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member intending to propose him as a candidate for the office of Director, be and is hereby appointed as an Independent Director of the Company with effect from September 30, 2014 up to conclusion of the Annual General Meeting for the Financial Year ended March 31, 2019.”

NOTES: 1. A Member entitled to attend and vote is entitled to

appoint a proxy to attend and vote on poll instead of himself and the proxy need not be a Member of the Company.

Proxy Form, in order to be effective, must be received at the Company’s Registered Office not less than FORTY-EIGHT HOURS before the commencement of the meeting.

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

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

2. As required under Clause 49 of the Listing Agreement particulars of Directors seeking re-appointment are annexed to this notice below.

3. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.

4. The Register of Members and the Share Transfer Books of the Company will be closed from Monday, September 29, 2014 to Tuesday, September 30, 2014 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the Meeting.

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

6. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities


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

7. Members who would like to ask any questions on the accounts are requested to send their questions to the Registered Office of the Company at least 10 days before the Annual General Meeting to enable the Company to answer their queries satisfactorily.

8. As a measure of economy & environment protection, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring the copy of Annual Report of the Company at the time of this meeting.

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

10. E-voting In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and clause 35B of the listing agreement entered with Stock Exchanges, the Company is pleased to provide members, the facility to exercise their right to vote at the Annual General Meeting by electronic means. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Ltd. (CDSL) for facilitating e-voting to enable the Members to cast their votes electronically.

The business of this Annual General Meeting may be transacted through e-voting as per details given below:

a) Date and time of commencement of voting through electronic means: 23-09-2014 at 9.30 a. m.

(b) Date and time of end of voting through electronic means beyond which voting will not be allowed: 25-09-2014 at 6.00 p. m.

(c) During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 5-9-2014

may cast their vote electronically irrespective of mode of receipt of notice by the shareholder. The e-voting module shall be disabled by CDSL for voting thereafter.

(d) Details of Website: www.evotingindia.com

(e) Details of Scrutinizer: V. V. Chakradeo Practising Company Secretary. (Membership No. FCS 1705 & COP 1705), E-mail: [email protected]

(f) Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change/ modify the vote subsequently.

The instructions for Members for e-voting are as under:

Applicable in all cases whether NOTICE is received by e-mail or in physical form:

(i) Log on to the e-voting website www.evotingindia.com during the voting period

(ii) Click on “Shareholders” tab

(iii) Now, select the M/s. Rajsanket Realty Limited from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

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

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

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

For Members holding shares in Demat Form and Physical Form

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

Members who have not updated their PAN with the Company/ Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/ folio number in the PAN field

In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

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


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

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

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

(xi) Click on the EVSN for RAJSANKET REALTY

LIMITED on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired.

The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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

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

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

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporate.

They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

The list of accounts should be mailed to helpdesk

[email protected] and on approval of the accounts they would be able to cast their vote.

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

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

11. (i) In terms of Clause 35B of the Listing Agreement, in order to enable its members, who do not have access to e-voting facility, to send their assent or dissent in writing in respect of the resolutions as set out in this Notice, a Ballot Form is attached. Members desiring to exercise vote by Ballot are requested to carefully read the instructions printed in the form, to complete the Ballot Form with assent (for) or dissent (against) and send it to Mr. V. V. Chakradeo, Scrutinizer, C/o Link Intime India Private Limited, Unit: Rajsanket Realty Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400 078, Tel. No: 022-25946970, Fax No : 022- 25962691, E-mail : [email protected], so as to reach him on or before 6.00 p.m. on 25-09-2014. Any Ballot Form received after the said date shall be treated as if the reply from the Members has not been received.

(ii) In light of the recent judgment of the Bombay High Court, until clarity is available members who have not voted electronically or through ballot, will be permitted to deposit the filled in Ballot Forms, physically at the AGM to enable them to exercise their vote.

12. Members can request for a Ballot Form at Link Intime India Private Limited, Unit: Rajsanket Realty Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400 078 or they may also address their request through e-mail to: [email protected]. Contact no 022-25946970.

In case of voting by physical ballot, the institutional members (i. e. other than individuals, HUF, NRI, etc.) are required to send a copy of the relevant Board Resolution/ Authority Letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer along with the Ballot Form so as to reach the Scrutinizer on or before 6.00 p.m. on Thursday, September 25, 2014.

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


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In terms of the provisions of Section 107 of the Companies Act, 2013, since the resolutions as set out in this Notice are being conducted through e-voting or physical Ballot, the said resolutions will not be decided on a show of hands at the AGM. The voting right of all shareholders shall be in proportion to their share in the paid up equity The Scrutinizer will scrutinize the voting process (both e-voting and voting by physical ballot) in a fair and transparent manner. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favor or against, if any, forthwith to the Chairman of the Company.

The results shall be declared on or after the AGM of the Company. The results declared along with the Scrutinizer’s Report shall be available on the Company’s website within two (2) days of passing of the resolution at the AGM of the Company and communicated to the stock exchange.

The shareholders can also access the Annual Report 2013-14 of the Company circulated to the Members of the Company and other information about the Company on Stock Exchange websites, which are www.bseindia.com.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

Item Nos. 4

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreements entered with the Stock Exchanges, appointed Shri Jignesh P. Waghela, as Independent Director at various times, in compliance with the Requirements of the said clause.

Pursuant to the provisions of section 149 of the Companies Act, 2013 which came in to effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation.

It is proposed to appoint Shri Jignesh P. Waghela as Independent Director under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for 5 (five) consecutive years with effect from September 30, 2014 up to conclusion of the Annual General Meeting for the financial year ended 31.3.2019.

Shri Jignesh P. Waghela is not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and have given their consent to act as Directors. The Company has received notices in writing from a member intending to propose them as candidates for the office of Director of the Company, along with the deposit of requisite amount under Section 160 of the Companies Act, 2013.

The Company has also received declarations from Shri Jignesh P. Waghela that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

In the opinion of the Board, Shri Jignesh P. Waghela, fulfill the conditions for appointment as Independent Directors as specified in the Companies Act, 2013 and the Listing Agreement.

Shri Jignesh P. Waghela is independent of the management of the Company.

Brief resume of Shri Jignesh P. Waghela, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/Chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges are provided as an annexure to this Notice of AGM.

Copy of the draft letters for respective appointments of Shri Jignesh P. Waghela as Independent Director setting out the terms and conditions are available for inspection by members at the Registered Office of the Company.

This Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchanges.

Shri Jignesh P. Waghela is interested in the resolutions set out respectively at Item Nos. 4 of the Notice with regard to their respective appointments.

The relatives of Shri Jignesh P. Waghela may be deemed to be interested in the resolutions set out respectively at Item Nos. 4 of the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

The Board commends the Ordinary Resolutions set out at Item Nos. 4 of the Notice for approval by the shareholders.

By order of the Board

Rajsanket Realty Limited

________________________

Whole-time Director

Mumbai,

May 29, 2014


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DETAILS OF DIRECTORS SEEKING APPOINTMENT /

RE-APPOINTMENT AS REQUIRED TO BE FURNISHED

UNDER CLAUSE 49 OF THE LISTING AGREEMENT

ENTERED WITH STOCK EXCHANGES:

Particulars Shri Jignesh P.

Waghela

Shri Anuj M.

Patel

DIN 01639337 01284886

Date of Birth 29/09/1970 11/10/1957

Date of

Appointment

02/02/2002 17/09/2010

Qualifications B. Com B. Com

Expertise in specific

functional area

He has over 20

years of

experience in

Finance and

Accounts.

He has over 25

years of

experience in Real

Estate business.

Directorships held

in other Public

companies

(excluding foreign

companies & Section

25 companies)

- Bala Information Technology Services Limited.

- Arihant Techno- Economic Park Private Limited

- Bala Information Technology Services Limited.

- Arihant Techno- Economic Park Pvt Ltd

- Eben Securities & Leasing Ltd

- Adelphi Estates Pvt Ltd

Memberships

/Chairmanships of

committees of other

Public Limited

companies(includes

only Audit

Committee and

Shareholders/

Investors Grievance

Committee)

Nil Nil

Number of Equity

shares held in the

Company

Nil Nil

By order of the Board Rajsanket Realty Limited

____________________

Whole-time Director Mumbai, May 29, 2014

DIRECTORS’ REPORT

To The Members, Rajsanket Realty Limited.

Your Directors present their 29th Annual Report and the

Audited Annual Accounts for the year ended 31st March,

2014.

1) Financial Results & Operations:

During the year under review your company has made a

Loss before tax of Rs. (5,70,14,198) /- (Previous year's

profit before tax of Rs. 44,78,432/-).

2) Dividend:

In view of loss, your Directors do not recommend any

dividend.

3) Public Deposit:

The company has not invited/accepted any deposit from

the Public during the year under review.

4) Auditors’ Report:

The Auditors’ Report to the Shareholders does not contain

any qualifications.

5) Requirement under Section 217(1) (e) of the Companies

Act, 1956:

Information as per Section 217(1)(e) read with the

Companies (Disclosure of Particulars in the Report of Board

of Directors) Rules, 1988 regarding conservation of energy,

technology absorption are not applicable to the Company.

Foreign Exchange Earnings And Outgo

During the year, the expenditure in foreign currency was

Rs.99,40,466/- (Previous year Rs.21,52,352/-).

During the year earnings in Foreign currency was Rs. Nil

(Previous year Rs. Nil).

6) Personnel:

The Company does not have any employee drawing

remuneration as stipulated under section 217(2A) of the

Companies Act, 1956 read with the Companies (Particulars

of Employees) Rules, 1975.

7) Directors:

Shri Anuj M. Patel, Director retires by rotation from the

Board and being eligible, offers himself for reappointment.

The above appointments require approval of the

Shareholders. The Board recommends their reappointment.

8) Auditors:

The retiring auditors M/s. Chandan Parmar & Co.,

Chartered Accountants have shown their willingness for

reappointment as Auditors for the next year.

9) Director's Responsibility Statement:


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Pursuant to the requirement under section 217(2AA) of the

Companies Act, 1956, with respect to Directors'

Responsibility Statement, it is hereby confirmed:

i) That in the preparation of accounts for the financial year

ended 31-03-2014; the applicable Accounting Standards

have been followed,

ii) That the Directors have selected such accounting policies

and applied them consistently and made judgment and

estimates that were reasonable and prudent, so as to give a

true and fair view of the state of affairs of the Company at

the end of the financial year and of the profit and loss of the

Company for the year under review,

iii) That the Directors have taken proper and sufficient care

for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 1956,

for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the

year ended 31st March 2014, on a "Going Concern" basis.

Note: Notes given in the notes forming part of accounts are

self-explanatory, therefore it does not require any

explanation from the Board.

By order of the Board

Rajsanket Realty Limited

________________________

Whole-time Director

Mumbai,

May 29, 2014

AUDITOR’S REPORT

To The Members, Rajsanket Realty Limited Report on the Financial Statement We have audited the accompanying financial statements of RAJSANKET REALTY LIMITED (Formerly known as “SANKET INTERNATIONAL LIMITED”) (“the Company”), which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13-09-2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements read together with notes thereon, give the information required by the Act in the manner so required


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and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs

of the Company as at 31st March 2014; (b) in the case of the Statement of Profit and Loss, of the

loss for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash

flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report)

Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that: a. we have obtained all the information and

explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13-09-2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. on the basis of written representations received from the directors as on 31st March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

Place : Mumbai (Deepak H. Padachh) Date : 29th May, 2014 Partner Membership No. 45741 ANNEXURE TO THE AUDITOR'S REPORT

Referred to in Paragraph 3 of our report of even date [i] (a) The company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals during the year and no material discrepancies were noticed on such verification.

[ii] (a) As informed to us, the inventory in the company’s possession has been physically verified at reasonable intervals during the year by the management. In respect of inventory of shares lying with depository participants, the statements obtained from them have been verified at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventory and no discrepancies were noticed on such physical verification.

[iii] The company has neither granted nor taken any loans, secured or unsecured, to/from the companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956. Accordingly, clause 4(iii) of the order is not applicable.

[iv] In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

[v] In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

[vi] The company has not accepted any deposits from the public during the year.

[vii] The company does not have an internal audit system.

[viii] As informed to us, maintenance of cost records has not been prescribed by the Central Government u/s. 209(1)(d) of the Companies Act, 1956 in respect of the activities carried on by the company.

[ix] (a) In our opinion and according to the information and explanations given to us, the company has not been regular in depositing with the appropriate authorities the undisputed statutory dues applicable to it. As informed to us, there were no arrears of outstanding undisputed statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.


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(b) According to information and explanations given to us, there are no dues of income tax, sales tax, service tax, custom duty, wealth tax, excise duty, cess which have not been deposited on account of any dispute.

[x] The accumulated losses of the company as at 31st March, 2014 are not less than fifty per cent of its net worth. The company has incurred cash losses during the current and in the immediately preceding financial year.

[xi] According to the information and explanations provided to us, the company does not have any borrowing by way of debentures, loans from the bank or financial institution. Accordingly, clause 4(xi) of the order is not applicable.

[xii] According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Order is not applicable.

[xiii] The company is not a chit fund or a nidhi/mutual benefit fund or a society. Accordingly, clause 4(xiii) of the Order is not applicable.

[xiv] According to the information and explanations given to us, in our opinion, the company has maintained proper records of the transactions and contracts in respect of trading in shares and securities and timely entries have been made therein. All the shares have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

[xv] According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or

financial institutions. Accordingly, clause 4(xv) of the Order is not applicable.

[xvi] According to the information and explanation given to us, the company has not borrowed any term loans during the year. Accordingly, clause 4(xvi) of the order is not applicable.

[xvii] According to the information and explanation given to us and on an overall examination of the balance sheet of the company, in our opinion, the funds raised on short term basis have not been used for long term investment.

[xviii] The company has not made any preferential allotment of shares during the year. Accordingly, clause 4(xviii) of the order is not applicable.

[xix] The company has not issued any debentures. Accordingly, clause 4(xix) of the Order is not applicable.

[xx] The company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the Order is not applicable.

[xxi] According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR CHANDAN PARMAR & CO. Chartered Accountants

ICAI FRN No. 101662W Place : Mumbai (Deepak H. Padachh) Date : 29th May, 2014 Partner Membership No. 45741


Page 10

Balance sheet as on 31st March 2014

Note No.

As at 31-03-14 (Rupees)


I 1)

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

1 2

2,39,50,000 1,46,76,455

2,39,50,000 5,40,91,102

3,86,26,455 7,80,41,102

2) Non Current Liabilities Long Term Borrowings

3

18,46,70,372

29,57,558

3) Current Liabilities (a) Short Term Borrowing (b) Trade Payable (c) Other current liabilities TOTAL

4 5 6

-

8,97,13,287 1,55,87,24,090

7,62,53,168

12,44,21,906 13,53,39,683

1,64,84,37,377 33,60,14,757

1,87,17,34,204 41,70,13,417

II 1)

ASSETS Non- current Assets (a) Fixed Assets i) Tangible Assets (b) Non- current investment (c) Deferred Tax Asset (Net) (d) Long –term loans & advances

7 8 9 10

54,81,224 43,05,000

1,91,29,572 7,75,71,124

58,25,652 43,05,000 15,30,020

1,00,50,193

10,64,86,920 2,17,10,865

2) Current Assets (a) Inventories (b) Trade Receivable (c) Cash and cash equivalents (d)Short- term loans & advances (e) Other current Assets. TOTAL

11 12 13 14 15

74,32,12,543

41,18,128 8,16,16,362

65,32,04,275 28,30,95,975

35,26,79,911

36,22,138 2,75,54,818

97,02,330 17,43,355

1,76,52,47,284 39,53,02,552

1,87,17,34,204 41,70,13,417

Significant Accounting Policies Notes on Financial statements

1 to 29

As per our reports of even date For Chandan Parmar & Co On Behalf on the Board Chartered Account (Deepak H. Padachh) Harish V. Sutaria Jignesh P. Waghela Partner Whole time Director Director ( Membership No. 45741)

Date : Mumbai Date : Mumbai

Place : 29/05/2014 Place : 29/05/2014


Page 11

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2014

Particulars Note No.



I

II

III

INCOME

Revenue from Operation

Other Income

Total revenue (I+II)

16

17

4,01,04,961

71,238

29,99,144

15,419

4,01,76,199 30,14,563

IV EXPENSES Cost of material Consumed Construction Expenses Change in inventories of construction WIP And stock –in-trade Employee benefit expenses Depreciation Finance Cost Other Expenses Total Expenses

Loss before tax (III-IV)

18 19

20 21 7

22 23

19,12,42,693 17,07,80,763

(39,46,81,826)

65,54,444 16,47,420

8,75,75,978 3,40,70,926

16,30,35,531 12,00,84,869

(29,13,90,873)

13,73,867 8,69,839

57,24,473 77,95,289

9,71,90,397 74,92,995

(5,70,14,198)

(44,78,432)

V Tax Expenses

Deferred Tax

Short/ (Excess) Provision of Tax

(1,75,99,552)

-

(13,81,809)

31,181

VI Loss after tax for the year (V-VI) (3,94,14,646) (31,27,804)

VIII Earnings per share – Basic & Diluted 24 (16.46) (1.31)

Significant Accounting Policies Notes on Financial statements

1 to 29



Place : 29/05/2014 Place : 29/05/2014


Page 12

Particulars 2013-14 2012-13

(Rupees) (Rupees)

A. Cash Flow from Operating Activities

Net Profit before tax (57,014) (4,478)

Adjustment for :

Depreciation 1,647 870

Finance costs 87,576 5,724

Operating Profit before Working Capital Changes 32,209 2,116

Less : Income Tax Paid 18,779 1,166

Operating Profit before Working Capital Changes 13,430 950

Adjustment for :

(Increase)/Decrease in Inventories (3,90,533) (2,98,313)

(Increase)/Decrease in Trade receivables (496) (3,622)

(Increase)/Decrease in Other Current Assets (2,81,353) (1,484)

(Increase)/Decrease in Loans & Advances (6,92,244) 17,718

Increase/(Decrease) in Other current liabilities 14,23,384 98,583

Increase/(Decrease) in Trade payables (34,709) 1,19,013

24,049 (68,105)

Net Cash Flow from Operations (A) 37,479 (67,155)

B. Cash Flow from Investing Activities :

Purchase of Fixed Assets (1,303) (6,157)

Net Cash Flow from Investing Activities (B) (1,303) (6,157)

C. Cash Flow from Financing Activities

Proceeds from /(Repayment of) Borrowings 1,05,460 79,211

Finance costs (87,576) (5,724)

Net Cash Flow from Financing Activities (C) 17,885 73,487

(A+B+C) 54,061 175

Opening Cash and Cash Equivalents 27,555 27,380

Closing Cash and Cash Equivalents 81,616 27,555

54,061 175

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

Net Increase/(Decrease) in Cash and Cash

Equivalents



Place : 29/05/2014 Place : 29/05/2014


Page 13

SIGNIFICANT ACCOUNTING POLICIES

i) Basis of Accounting

The financial statements are prepared on historical cost convention on accrual basis in

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

of the Companies Act, 1956.

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

iii) Depreciation Depreciation on Fixed Assets is provided on written down value method at the rates

specified in Schedule XIV to the Companies Act, 1956 on prorate basis.

iv) Investments Long Term Investments are stated at cost.

v) Inventories Shares and securities held as stock-in-trade are valued at cost or market price, whichever

is lower. Plots of land held as stock-in-trade are valued at cost. Construction work in

progress is valued at cost where cost include cost of land and cost of development rights,

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

and other costs attributable to the construction activity in general which are allocated to

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

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

the company and the revenue can be reliably measured.

Project Revenue

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

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

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

Interest

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

outstanding and the rate applicable.

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

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

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

any, in respect of imports is charged to profit & loss account over the period of contract.

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

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

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

charged to Profit & Loss Account.


Page 14

viii) Borrowing Cost Borrowing costs that are attributable to the acquisition, construction or development of properties and assets under construction of qualifying assets are treated as direct cost and are considered as part of such assets. This includes those cost on borrowings acquired specifically for the construction or development of properties and assets under construction as well as those in relation to general borrowings used to finance the construction or development of properties and assets under construction. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale.

ix) Taxation Tax expenses comprise current tax and deferred tax charge/credit. The deferred tax charge/credit is recognized using current tax rates. Deferred tax assets/liabilities are reviewed at each Balance sheet date.

x) Provisions, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized

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

xi) Impairment of Assets

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

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

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

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

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

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

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

depreciated historical cost.

NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2014

Particulars As at 31-03-14 (Rupees)


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

2,50,00,000

2,50,00,000

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

Issued Subscribed and Fully Paid 23,95,000 Equity Shares of Rs.10/- each

2,39,50,000

2,39,50,000

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

1.1

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

No of Shares

%

No of Shares

%

1,48,600 1,45,600

6.20%

6.08%

1,48,600 1,45,600

6.20%

6.08%


Page 15



1.2

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

23,95,000 23,95,000

23,95,000 23,95,000

2 RESERVES AND SURPLUS Securities Premium Reserve As per last Balance Sheet Surplus as per Statement of Profit & Loss As per last Balance Sheet Less/Add : (Loss)/ Profit for the Year

4,02,50,000

1,38,41,102 (3,94,14,646)

4,02,50,000

1,69,68,906 (31,27,804)

(2,55,73,545) 1,38,41,102

1,46,76,455 5,40,91,102

3 LONG TERM BORROWIG Secured Loans Term loans from banks Term loan from Other Party

21,90,196 18,24,80,176

29,57,558

18,46,70,372 29,57,558

3.1 i.

ii.

Long Term borrowings and current maturities of long term borrowings include: Term Loan from Bank to the extent of Rs. 29,57,558/- (Previous year Rs. 36,38,610/-) are secured by way if hypothecation of vehicles. Term Loan from other party to the extent of Rs. 18,24,80,176/- (Previous year Rs-NIL) are secured by way if mortgage of development rights of the project, hypothecation of receivables, personal guarantee of shareholders and their group companies.

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

Rate of Interest Maturity Profile

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

11.99% 7,67,362 8,64,610 9,74,176 3,51,410

17.50% 0 0 18,24,80,176 0

4 SHORT TERM BORROWING Unsecured Loans Loans from other Parties

-

7,62,53,168

- 7,62,53,168

5 Trade Payable Trade payable

8,97,13,287

12,44,21,906

8,97,13,287 12,44,21,906

6

OTHERS CURRENT LIABILITIES Current Maturities of long term borrowings (Refer note No. 3.2) Interest accrued but not due on borrowings Booking advances against flats Other payable Corporation Bank ( as per Books)

7,67,362

15,244

1,55,42,34,901 37,06,573

-

6,81,052

18,766

13,00,54,875 15,76,721 30,08,269

1,55,87,24,090 13,53,39,683


Page 16

7. TANGIBLE ASSESTS



8 NON –CURRENT INVESTMENTS Other Investment – ( Unquoted) 4,920 Equity Shares of Royal Ceramics Industries Pvt. Ltd of Rs.10/-each Aggregate amount of unquoted Investment

43,05,000

43,05,000

43,05,000 43,05,000

43,05,000 43,05,000

9 DEFFERED TAX ASSETS (NET) Timing Difference on account of depreciation Unabsorbed depreciation/ Business loss

Provision for Bad Debts

2,31,013

1,87,49,484 1,49,075

36,855

13,44,090 1,49,075

1,91,29,572 15,30,020

10 LONG TERM LOANS & ADVANCES ( Unsecured, considered good) Security Deposits Other Loans & Advances Income Tax ( Less provision)

4,00,400 5,80,92,054 1,90,78,670

4,00,400 93,49,984

2,99,809

7,75,71,124 1,00,50,193

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

27,72,482 72,82,92,249 1,15,77,000

5,70,813

69,21,676 33,36,10,069 1,15,77,000

5,71,666

74,32,12,543 35,26,79,911

Gross Block Depreciation Net Block

Particulars As at 01/04/2013

Additions As at 31/03/2014

Upto 31/03/2013

For the Year

Upto 31/03/2014

As at 31/03/2014

As at 31/03/2013

Furniture & Fixture Office Equipments Motor Car Computer System Vehicle

8,56,211

1,23,102

56,21,738

1,98,492 35,715

9,64,242

3,28,893

-

9,857 -

18,20,453

4,51,995

56,21,738

2,08,349 35, 715

1,27,587

17,945

7,49,666

80,479 33,929

3,03,757

26,777

12,61,379

55,507 -

4,31,344

44,722

20,11,045

1,35,986 33,929

13,89,109

4,07,273

36,10,693

72,363 1,786

7,28,624

1,05,157

48,72,072

1,18,013 1,786

Total Current Year

68,35,258 13,02,992 81,38,250 10,09,606 16,47,420 26,57,026 54,81,224 58,25,652

Total Previous Year

6,78,590 61,56,668 68,35,258 1,39,767 8,69,839 10,09,606 58,25,652 5,38,823


Page 17



12 TRADE RECEIVABLES Unsecured, considered doubtful Outstanding for a period exceeding six months Less : Provision made Unsecured, considered good Outstanding for a period exceeding six months Others

4,82,444 (4,82,444)

-

- 41,18,128

4,82,444 (4,82,444)

-

- 36,22,138

41,18,128 36,22,138

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

4,52,47,350

2,55,169 3,61,13,843

11,509

1,79,466 2,73,63,843

8,16,16,362 2,75,54,818

13.1 Fixed deposits with banks include deposits of Rs.2,73,63,843/- (Previous year - Rs.1,25,000/- ) with maturity of more than twelve months.

13.2 Fixed deposits to the extent of Rs.2,73,63,843 (Previous year - Rs.2,73,63,843/-) held as margin money against the bank guarantees. Fixed deposits to the extent of Rs.87,50,000/- (Previous year – NIL) earmarked as lien against Debt Service Reserve Account.

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

62,26,18,116

3,05,86,160

-

97,02,330

65,32,04,275 97,02,330

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

15,99,274 13,02,106

28,01,94,595

2,65,609

14,77,746 -

28,30,95,975 17,43,355

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

-

4,01,04,961

-

29,99,144

4,01,04,961 29,99,144

17

OTHER INCOME Dividend

71,238

15,419

71,238 15,419

18 COST OF MATERIALS CONSUMED Building materials

19,12,42,693

16,30,35,531

19,12,42,693 16,30,35,531


Page 18



19 CONSTRUCTION EXPENSES Labour Charges Consultancy charges Power & Fuel Rates, Taxes & Fees Workman Compensation Insurance Site Expenses Security Charges Compensation expenses

11,46,59,087

1,99,83,551 70,53,492

2,69,70,789 -

3,49,827 15,64,017

2,00,000

5,88,71,947

71,94,007 47,10,877

4,67,17,292 12,405

1,70,138 16,08,204

8,00,000

17,07,80,763 12,00,84,869

20 CHANGE IN INVETORIES OF CONSTRUCTION WIP & STOCK IN TRADE Opening Stock: Stock of Shares Plots of Land Construction work in Progress Closing Stock Stock of Shares Plots of Land Construction work in Progress

5,71,166 1,15,77,000

33,36,10,069

6,59,225 1,15,77,000

4,21,31,137

34,57,58,235

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

72,82,92,249

5,43,67,362

5,71,166 1,15,77,000

33,36,10,069

74,04,40,061 34,57,58,235

( 39,46,81,826 ) ( 29,13,90,873 )

21 EMPLOYEE BENEFITS EXPENSES Salaries and wages Employees Welfare Expenses

64,72,652

81,792

13,66,983

6,884

65,54,444 13,73,867

22

FINANCE COSTS Interest Expenses Other Borrowing Cost Loss on Foreign Currency Transaction

7,13,76,478 1,61,99,500

-

56,79,660

- 44,813

8,75,75,978 57,24,473

23 OTHER EXPENSES Advertisement Expenses Printing & Stationery Bank Commission & Charges Conveyance & Travelling Demat Charges General Expenses Motor Car Insurance Legal & Professional Fees Repair & Maintenance Sundry Balance W/off Telephone, Postage & Telegram Vehicle Expenses Foreign Travelling

3,08,31,141

13,81,508 1,29,423

57,145 843

4,88,418 41,688

5,16,234 1,38,197

9,120 98,695

- 56,800

67,90,015

21,780 6,93,860

6,287 562

1,21,430 -

19,372 14,204 16,812 15,196 6,592

-


Page 19

Foreign Exchange Gain/Loss (Net) Donation Payment to Auditor: -As Audior - For other matters

59,895 50,000

1,50,000

61,820 2,11820

- -

56,180

32,999 89,179

3,40,70,926 77,95,289

24. Earnings per Share:-

Current Year Previous Year

a) Loss after Tax (3,94,14,646) (3,27,804)

b) Weighted Average Number of Equity shares outstanding

23,95,000 23,95,000

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

d) Earnings per Share – Basic and Diluted (Rs. 16.46) (Rs. 1.31)

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

information available with the Company are given below :-

31-3-2014 31-3-2013

i) Principal amount remaining unpaid on Nil Nil

ii) Interest due thereon as on Nil Nil

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

Nil Nil

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

Nil Nil

v) Interest accrued and remaining unpaid as at Nil Nil

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

Nil Nil

26. Expenditure in Foreign Currency :-

2013-14 2012-13

Consultancy Fees Brokerage – Deferred Revenue Expenses

Rs. 40,37,526/- Rs. 59,02,940/-

Rs.21,52,352/- NIL


Page 20

27. Segment Reporting

The Company has disclosed and reported Business Segment as the primary segment. Segments have been identified taking into account the nature of the products, the differing risks and returns, the organizational structure and the internal business reporting system. Accordingly, the company has identified two reportable segments viz. Finance & Investments and Real Estate Development as the main business segments as per the Accounting Standard on “Segment Reporting” (AS-17) issued by The Institute of Chartered Accountants of India. The company operates primarily in India and there is no other significant geographical segment. Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis. The income & expenses, which are not directly relatable to the business segment, are shown as unallocated corporate costs net of unallocable income. Similarly Assets and Liabilities that cannot be allocated between segments are shown as unallocated corporate assets and liabilities respectively.

Particulars Year ended 31-3-2014

Year ended 31-3-2013

1 Segment Revenue :

a. Finance & Investment 5,55,923 9,64,819

b. Real Estate Development 3,96,20,276 20,49,744

Total 4,01,76,199 30,14,563

Less : Inter Segment Revenue NIL NIL

Net Sales/Income from Operations 4,01,76,199 30,14,563

2 Segment Results

Profit /(loss) before tax and Interest

a. Finance & Investment 5,54,727 8,76,760

b. Real Estate Development (5,48,40,322) (46,49,597)

Total (5,42,85,595) (37,72,837)

Less : (i) Interest NIL NIL

(ii )Other un-allocable expenditure net off un-allocable income

27,28,603 7,05,595

Total Loss Before Tax (5,70,14,198) (44,78,432)

3 Capital Employed

(Segment Assets - Segment Liabilities)

a. Finance & Investment 2,09,58,486 2,53,08,823

b. Real Estate Development (2,04,93,065) 5,08,07,495

Add /(Less):- Unallocable Assets less Liabilities 3,81,61,035 19,24,784

Total Capital Employed in the Company 3,86,26,455 7,80,41,102


Page 21

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

“Related Party Disclosure” are given below :

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

i) Haresh V Sutaria - Whole Time Director ii) Jignesh Waghela - Director

2) Transactions during the year with related party and balance outstanding at the year end :

Nil.

29. The previous year's figures are grouped / regrouped or arranged / rearranged, wherever necessary, to make them comparable with the current year’s figures.

========================================================================= As per our reports of even date For Chandan Parmar & Co On Behalf on the Board Chartered Account (Deepak H. Padachh) Harish V. Sutaria Jignesh P. Waghela Partner Whole time Director Director ( Membership No. 45741)


Place : 29/05/2014 Place : 29/05/2014


Registered Office :- 1 3 9 , S e k s a r i a C ha m b e r s , 2 n d F l o o r , N . M R o a d , F o r t , M u m b a i - 4 0 0 0 2 3 ,

Tel. : 022-22670717 E-mail : [email protected]

Company (Registration) CIN No.: L70101MH1985PLC036272

FORM MGT - 11

[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies]

(Management and Administration Rules, 2014)

Name of the Members :

Registered Address :

E-mail ID : Folio No. / Client ID DP ID :

I/We, being the member (s) of the Company holding Shares of the Company, hereby appoint.

1. Name :

Address :

E-mail id :

Signature : or failing him / her

2. Name :

Address :

E-mail id :

Signature : or failing him / her

3. Name :

Address :

E-mail id :

Signature :

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 29th ANNUAL GENERAL

MEETING of the Company, to be held on Tuesady, 30th day of September, 2014 at 2.00 p.m. at 139, Seksaria Chambers,

2nd Floor, N. M Road, Fort, Mumbai- 400023, and at any adjournment thereof in respect of such resolutions as are

indicated below :

Resolution No. 1 to 4 :

1. Adoption of Audited Financial Statements of the Company for the Financial Year ended 31st March 2014

together with the Report of the Board of Directors and Auditors thereon.

2. Appointment of a Director in place of Shri Anuj M. Patel who retires by rotation and being eligible, offers

himself for re-appointment.

3. Appointment of M/s. Chandan Parmar & Co., Chartered Accountants, as the Statutory Auditors of the

Company and to authorize the Board of Directors to fix their remuneration.

4. Appointment of Shri Jignesh P. Waghela as an Independent Director of the Company.

Signed this day of 2014.

Signature of the shareholder :

Signature of Proxy Holders (s) :

NOTE : This Form of proxy in order to be effective should be duly completed and

deposited at the Registered Office of the Company, not less than 48 hours

before the commencement, of the Meeting.

Affix

Revenue

Stamp





BALLOT FORM

(Please read carefully the instructions printed overleaf before exercising the vote)

1. Name(s) of Shareholder(s), (including joint holders, if any)(in block letters)

2. Registered address of the sole/first named

Shareholder

3. Registered Folio No./

DP ID No./Client ID No.*

(* Applicable to investors holding shares in

dematerialized form)

4. Number of shares held

5. I/We hereby exercise my/our vote in respect of Ordinary resolutions set out in the Notice of Annual General Meeting (AGM) to be held on Tuesday 30th September, 2014 or any adjournment thereof by recording my/our assent or dissent to the said resolutions by placing the tick (√) mark at the appropriate box below. (Tick in both the boxes would render your Ballot invalid for the respective resolution)

Item

No.

Description of the Resolution No. of shares I/We assent to the

resolution (FOR )

I/We dissent to the resolution

(AGAINST)

1. To Consider and Adopt Audited Financial Statement of the Company as at 31st March, 2014, and the Reports of the Board of Directors and Auditors thereof.(Ordinary Resolution)

2. To consider reappointment of Mr Anuj Patel as Director who retires by rotation.(Ordinary Resolution).

3. To consider re-appointment of M/s. Chandan Parmar & Co., Chartered Accountants as Statutory Auditors for F.Y.31-3-2015 and fix their remuneration hereof. (Ordinary Resolution).

4. To consider appointment of Shri Jignesh P. Waghela as

Independent Director for the period of five years. (Ordinary

Resolution).

Place : Date : _____________________________ (Signature of the shareholder)

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INSTRUCTIONS

1. A member desiring to exercise vote by Ballot may complete this Ballot Form and send it to the Scrutinizer in the enclosed prepaid self-addressed envelope. Postage will be borne and paid by the Company. However, envelopes containing Ballot, if deposited in person or sent by courier at the expenses of the shareholder will also be accepted.

2. The self-addressed envelope bears the address of the Scrutinizer appointed by the Board of Directors of the Company.

3. This form should be completed and signed by the shareholder. In case of joint holding, this form should be completed and signed (as per the specimen signature registered with the Company) by the first named shareholder and in his absence, by the next named shareholder and so on.

4. Unsigned Ballot Form will be rejected. 5. Duly completed Ballot Form should reach the Company not later than the close of working

hours on Thursday, the 25th day of September 2014. Ballot Form received after this date will be strictly treated as if the reply from the shareholder(s) has not been received.

6. In case of shares held by Companies, Trusts, Societies etc. duly completed Ballot form should be accompanied by a certified true copy of Board Resolution / Authority.

7. Voting rights shall be reckoned on the paid up value of shares registered in the name of the shareholder(s) as on the date of dispatch of the notice.

8. Shareholders are requested not to send any other paper along with the Ballot Form in the enclosed self-addressed postage pre-paid envelope.

9. The Scrutinizer’s decision on the validity of a Ballot will be final. 10. The Ballot shall not be exercised by a Proxy. 11. A (√) mark should be placed in the relevant box signifying assent/dissent for the resolution,

as the case may be. Incomplete or unsigned Ballots will be rejected. Tick in both the boxes would render your Ballot Form invalid. Please note that (X) mark or any other mark other than (√) in the box signifying assent or dissent shall be deemed as if no mark has been placed and the box is left blank.

12. A Member need not use all his votes nor does he need to cast all his votes in the same way. If a Member desires to cast only a part of his/her/its votes or cast part of them in favour and part of them against the resolution(s), the number of shares in respect of which votes are cast should be mentioned in the respective columns, in the absence of which, all the votes shall be deemed to have been cast as per the tick mark placed by the Member

13. There will be one Ballot Form for every Folio/Client ID irrespective of the number of joint holders.

14. In case the shares are held in dematerialized form, the members are advised to forward their requests for change of address and updation of bank account details to their respective depositary participants. In case the shares are held in physical form, the members are advised to update their information with the Registrar and Share Transfer Agent, Link

Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L.B.S.Marg, Bhandup (West), Mumbai 400078.

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ATTENDANCE SLIP

29th ANNUAL GENERAL MEETING On

Tuesday 30th September, 2014

Regd. Folio No. / Client ID : Mr. /

Mrs. / Ms. :

I Certifiy that I am a registered share holder / Proxy for the Registered Share holder of the Company.

I hereby record my presence at the 29th ANNUAL GENERAL MEETING of the Company at 139, Seksaria Chambers, 2nd

Floor, N. M Road, Fort, Mumbai- 400023, at 2.00 p.m. on 30 t h September, 2014.

MEMBER'S / PROXY'S NAME IN BLOCK LETTERS :

MEMBER'S / PROXY'S SIGNATURE :

Notes : Please fill in this attendance slip and hand it over.

............................................................................................... ............................................................................................

Book - Post To,

If undelivered, Pleas Return to,


139, Seksaria Chembers, 2nd Floor,

N. M. Road, Fort, Mumbai - 400 023

RAJSANKET REALTY LIMITED...Annual Report 2013-2014 RAJSANKET REALTY LIMITED Page 1 DIRECTORS : Shri...

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