Giriraj Civil Developers Ltd

To,

The members of

GIRIRAJ CIVIL DEVELOPERS LIMITED

Your directors present their 19th Annual Report and Audited Accounts for the year ended March 31, 2024.

Financial Results:

The Company's financial performance, for the year ended March 31, 2024, is summarized below:

(Rs. In Lakhs)

Operations/State of Company's affairs:

During the year the Company has generated revenue from operations of Rs. 13714.33/- (Rs. In lakhs), (including other income) and earned net profit after tax Rs. 1012.29/- as compared with the corresponding figures in the previous year of Rs.9630.55/- and Rs. 450.45 /- respectively. The total revenue increased by Rs. 4083.78 (Rs. in lakhs) /- as compared with last year as well as net profit after tax also increased by Rs. 561.84 /- as compared with last year.

However, internally we will be concentrating on increased operational efficiency, tighter credit control, focus on retaining our share with existing customers, increased focus on increasing sales of high value-added products and widening customer base.

No material changes have occurred from the end of the financial year till the date of this report affecting the financial position of the Company.

There has been no change in the nature of the Business of the Company during the year.

Dividend:

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any dividend for the financial year ended March 31, 2024.

Transfer to Reserves:

An amount of Rs. 50.00/- (Rs. in lakhs) has been transferred to General Reserves for the financial year 2023-24.

Public Deposits:

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of the provisions of Chapter V - Acceptance of Deposits under Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Share Capital:

Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 25,00,00,000/- consisting of 2,50,00,000 Equity Shares of Rs. 10/- each. During the year under review, there has been no change in the Authorized Share Capital of the Company.

Paid up Share Capital:

During the year under review, the Board of Directors in its Board meeting held on the 16th October 2023, had allotted 7,40,000 equity shares at a face value of Rs. 10 each on a preferential basis in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), as amended and other applicable laws and regulations issued by SEBI from time to time, at a price of Rs. 581/- per Equity Share aggregating to Rs. 42,99,40,000/-. The allotment details are as under: -

Further, during the year under review, the Board of Directors in its Board meeting held on Saturday, 04th November 2023 had allotted 1,91,36,400 Bonus Equity Shares of the face value of Rs. 10/- each to the eligible shareholders entitled to receive the Bonus Equity Shares of the Company in the proportion of 4:1 as on record date being 3rd November 2023.

The Equity Shares allotted through preferential allotment and Bonus shall rank pari passu in all respects with the existing Equity Shares of the Company.

Subsidiary, Joint Venture, and Associate Company:

The Company does not have any subsidiary or associate company, the details of Joint ventures are as follows:

Directors' Responsibility Statement:

Your director's state that:

i. In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed and there is no material departure from the same;

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

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

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance:

The Company is listed on the NSE Emerge SME platform of NSE, the compliance with Corporate Governance provisions is not applicable to the company as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Management Discussion and Analysis:

A brief note on management discussion and analysis is annexed as Annexure- I which forms part of the Directors Report.

Contracts and Arrangements with related parties:

All transactions entered with related parties during the financial year were in the ordinary course of business and on arm's length price basis. Suitable disclosures as required under AS 18 have been made under notes to Financial Statements. Disclosure of particulars of contracts/arrangements entered by the company with related parties is in Form AOC-2 in Annexure II.

Declaration by Independent Director under sub-section (6) of section 149:

The Company has received a Declaration that the Independent Director meets the criteria of Independence laid down in sub-section (6) of section 149 of the Companies Act 2013.

Internal Financial Controls:

The Company has in place adequate internal financial controls regarding financial statements.

Listing:

The equity shares of the company are listed on the NSE Emerge SME platform of NSE and the listing fee for the financial year 2023-24 is paid to the concerned Stock Exchange.

Board of Directors & Key Managerial Personnel:

During the year under review, the Board comprises of two executive Directors and two NonExecutive Independent Directors including one Women Director. The details of the Board of Directors and KMPs are as under: -

Further, the Company Secretary Mrs. had resigned from the post of Company Secretary w.e.f. 31st May 2024. The Company had appointed Mr. Jay Pansuria as a Company Secretary w.e.f. 28th June 2024.

Policies:

a) Policy for Selection of Directors and determining Directors' Independence

1. Policy

Qualification and Criteria:

a) The Nomination and Remuneration (NR) Committee, and the Board, shall review on an annual basis, the appropriate skills, knowledge, and experience required of the Board as a whole and its individual members. The objective is to have a Board with an understanding of the industry & strategy of the Company.

b) In evaluating the suitability of individual Board members, the NR Committee may take into account factors, such as:

• General understanding of the Company's business & industry.

• Educational and professional background

• Personal and professional ethics, integrity and values

c) The proposed appointee shall also fulfil the entire requirement as may be prescribed, from time to time, under the Companies Act, 2013 and other relevant laws.

2. Criteria of Independence:

a) The NR Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

b) The criteria of independence, as laid down in the Companies Act, 2013 shall be followed.

c) The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule V to the Companies Act, 2013.

b) Remuneration policy for Directors, Key Managerial Personnel, and other Employees:

A. Introduction

The Company has formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

i) Ensuring that the level and composition of remuneration is reasonable to attract, retain and motivate, to run the company successfully.

ii) Ensuring that relationship of remuneration to performance is clear.

Scope and Exclusion

This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

B. Terms and References

In this Policy, the following terms shall have the following meanings:

i) "Director" means a director appointed to the Board of the Company.

ii) "Key Managerial Personnel" means

The Chief Executive Officer or the managing director or the manager;

The Company Secretary;

The Whole-time Director;

The Chief Financial Officer; and

Such other officer as may be prescribed under the Companies Act, 2013

iii) Nomination and Remuneration Committee" means the committee constituted by the Company's Board in accordance with the provisions of Section 178 of the Companies Act, 2013.

C. Policy

1. Remuneration to Executive Directors and Key Managerial Personnel

i) The Board, on the recommendation of the Nomination and Remuneration (NR) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits as per the law/ approved by the Shareholders.

ii) The Board, on the recommendation of the NR Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

2. Remuneration to Non-Executive Director

The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits as per the law / approved by the shareholders.

3. Remuneration to other employees

Remuneration to an individual employee shall be according to their qualification and work Experience.

Board Evaluation:

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors on the basis of various aspects /criteria of board/ Committee Governance.

The criteria & aspects covered in the evaluation included knowledge to perform the role, level of oversight, performance of duties and the fulfilment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meeting.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.

Training of Independent Directors:

Whenever new Non-executive and Independent Directors are inducted into the Board they are introduced to our Company's' Organizational structure, our business, constitution, board procedures and management strategy. They are provided with Company annual reports, etc.

Particulars of Employees and related disclosures:

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there are no employees drawing remuneration in excess of the limits set out in the said rules.

The information pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and other entitles thereto, excluding the information on employees and remuneration particulars which is available for inspection at the registered office of the company during business hours on working days till the date of ensuing annual general meeting of the company. If any member is interested in obtaining a copy thereof, such member may write to the Company in this regard.

Statutory Auditor

In the AGM held on October 30, 2021, M/s. R H A D & Co., Chartered Accountants, has been appointed as Statutory Auditors for 5 years i.e., from the conclusion of 16th Annual General Meeting until the conclusion of the 21st Annual General Meeting.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

The qualification, reservation or adverse remarks in the Auditor's report are as follows:

1. The Company had not complied with the provisions of Section 185 of the Companies Act, 2013. The Company has granted loan to related parties during the year to the extent of Rs. 242.22 lakhs and interest thereon charged, year to end balance were Rs. 59.10 lakhs towards principal and interest amount.

Management reply:

The Company was not aware on the Compliance of Section 185 of the Companies Act 2013. The Company will do the needful compliance of Section 185 of the Companies Act 2013 in due course.

Secretarial Auditor:

The Board has appointed M/s Mehta & Mehta, Practicing Company Secretary, Mumbai to conduct a Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, is enclosed in Annexure- III to this Report.

The Company being listed on SME platform, the compliance with the Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI LODR Regulations, 2015, is not applicable to the Company.

Vigil Mechanism:

The Company's whistle Blower Policy/ Vigil Mechanism (a mechanism) is formulated for securing/ reporting deterring/ punishing/ rectifying any unethical, unlawful acts, behavior etc. and to enable to voice/ address bona fide concern of malpractice, deviation from the policies of the Company internally in an effective and systematic manner after its discovery.

The Policy on the vigil mechanism and whistle-blower policy will be available on the Company's website at www.giriraj.co

Code for Fair Disclosure, Internal Procedures and Conduct for Regulating, Monitoring, and Reporting of Trading by Insiders

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015, The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, will be available on our website www.giriraj.co

Meetings of the Board:

During the year under review, there were twelve Board Meetings held, the details are as under:

Committees of the Committees:

The company has the following committees of the Board: - a) Audit Committee:

The members of the Audit Committee are as under:

During the year under review, the committee meeting was held four times on 20th May 2023, 28th August 2023, 11th November 2023, 20th February 2024.

b) Nomination & Remuneration Committee:

The members of the Nomination & Remuneration Committee are as under:

During the year under review, the committee meeting was held one time on 28th August 2023.

c) Stakeholders Relationship Committee:

The members of the Stakeholders Relationship Committee are as under:

During the year under review, the committee meeting was held one time on 28th August 2023

Particulars of Loans, Guarantees or Investments:

Pursuant to the provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loan given, the investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security, if any, is disclosed in the financial statements.

Development and Implementation of a Risk Management Policy:

The company does not envisage any risk, which may threaten the existence of the company. The company takes all necessary steps to identify measures & manage risk effectively.

Annual Return:

As per the requirement of section 92(3), every company shall place a copy of the annual return on the website of the company, if any, and the web link of such annual return shall be disclosed in the Board's report. A copy of Annual Return of the Company will be available on our website www.giriraj.co

General:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting, or otherwise.

3. No orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future.

4. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Since Company's business does not involve any manufacturing activity the information required to be provided under Section 134 (3)(m) of the Companies act, 2013 read with the Companies (Accounts) Rules, 2014 are nil / Not applicable.

Your company neither earned nor spent any foreign exchange during the year.

Acknowledgment:

Your directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, Board members and members of the company during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company's employees.