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

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:

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