Directors Report of Sikozy Realtors Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 32^nd Annual report on the affairs of the Company
together with the Audited Statement of Accounts for the year ended on 31^st March 2024.

Financial Performance:

A summary of company''s financial performance for 2023-24:

Particulars	Year Ended	Year Ended
	31.03.2024	31.03.2023
	(Rs in Lakhs)	(Rs in Lakhs)
Turnover	---	—
Less: Expenses	13.77	9.88
Less: Provision for Depreciation	---	—
Profit /(Loss] before Exceptional Items	(13.77]	(9.88]
Add: Exceptional Items	---	—
Profit / (Loss)before taxation	(13.77)	(9.88)
Current Tax & Prior Year		(0.60]
Deferred Tax Liability	--	--
Profit/ (Loss) after taxation	(13.77)	(10.48)

Operating & Financial Performance & Internal Control:

Your company posted a Loss of Rs 13.77 Lacs in the financial year 2023-24 as compared to Net Loss of Rs
10.48 Lacs in the previous financial year 2022-23. The Company did not undertake any new projects
during the financial year post the completion of existing project at Karjat and therefore there was no
operational income recorded during the financial year .

The Company has in place an established internal control system designed to ensure proper recording of
financial and operational information and compliance with various internal controls and other regulatory
and statutory compliances.

Code of Internal controls which require that the Director review the effectiveness of internal controls and
compliances controls, financial and operational risks, risk assessment and management systems and
related party transactions, have been complied with.

Company''s Policies on Remuneration, Whistle Blower and Code of Conduct applicable to Directors and
Employees of the Company has been complied with. These Policies and Code of Conduct are available on
the Company''s website www.sikozyrealtors.in.

There is no change in the nature of the business of the Company. There were no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status and company''s
operations in future. There were no material changes and commitment affecting the financial position
between March 31, 2024 and date of this Report of Directors.

Capital Reduction

During the financial year, your Company at it''s Board Meeting held on February 13,2024 has approved
the scheme of Capital Reduction and further ,the Scheme of Reduction of Capital was made pursuant to
the provisions of Section 66 of the Companies Act, 2013 read with other Acts, Rules and Regulations, as

may be applicable, as well as various other matters consequential or otherwise integrally connected
herewith in the manner provided for in the scheme.

The purpose of the Scheme is Reduction of Equity Share Capital to undertake financial restructuring and
reconstruction of the company whereby the company would write off carried forward accumulated
losses of past years by reduction of 90% of its paid-up equity shares capital on proportionate basis so
as to give true and realistic view of the value of the shares and present liner balance sheet of the
company. In order to get fresh infusion of funds for the revival of business operations, which otherwise
due to presence of continuous losses is not possible, the promoters of the petitioner company have
proposed a restructuring in a manner that the accumulated losses gets cleaned up to the extent possible.
Upon the Scheme becomes effective and after obtaining the necessary approvals, consent, permissions,
the Subscribed, Issued and Paid -up capital of the Company shall stand reduced from Rs. 4,45,83,000/-
(Rupees Four Crores Forty Five Lakhs Eighty Three Thousand] comprising of 4,45,83,000 (Four Crores
Forty Five Lakhs Eighty Three Thousand] equity shares of Rs. 1/- (Rupees One only] each to INR
44,58,300/- (Rupees Forty Four Lakhs Fifty Eight Thousand and Three Hundred] divided into 44,58,300
(Forty Four Lakhs Fifty Eight Thousand and Three Hundred] equity shares of Rs. 1/- (Rupees One only]
each by cancelling and extinguishing 4,01,24,700 (Four Crores One Lakh Twenty Four Thousand Seven
Hundred] equity shares of Rs. 1/- (Indian Rupees One only] each, to write-off out of total accumulated
losses of Rs. 4,01,24,700/- (Rupees Four Crores One Lakh Twenty Four Thousand Seven Hundred Only]
be and is hereby authorized to set off the accumulated losses of the Company of Rs. 4,01,24,700 /-
(Rupees Four Crores One Lakh Twenty Four Thousand Seven Hundred only] against the paid up capital
of the Company from the equity shareholders in a proportionate manner with respect to their
shareholding in a company without payment of any consideration to the aforesaid INR 4,01,24,70 0 (Four
Crores One Lakh Twenty Four Thousand Seven Hundred Only] (“Capital Reduction”] in order to give
true and fair view of books of accounts, on the terms and conditions as contained in the Scheme.

Since reduction of share capital is on proportionate basis, there shall not be any changes in the
percentage shareholding of any shareholder of the Company.

During the year under review, the Company had consequent to the recommendation of the Audit
Committee and approval of the Board of Directors of the Company at their respective meetings held on
February 13, 2024; subject to the approval of the Members of the Company, the National Company Law
Tribunal, Mumbai, BSE Limited and all other requisite approvals, as may be required; approved the
Scheme of Arrangement i.e. Reduction of Share Capital of the Company (the Scheme] and had filed the
draft Scheme with BSE Limited on March 30,2024 for seeking their “Observation Letter” on the draft
Scheme.

The BSE Limited with vide its email dated 17^th May, 2024, has informed the management about the
compliance of new BSE SOP circular dated 29/09/2023. Your Company''s management is under process
of complying with the new BSE SOP circular and complete the entire process for getting required
approvals for No-objection Letter.

The management shall seek the approval of the members of the Company by way of special resolution
for the proposed Reduction of Share Capital of the Company in future.

Statement on declaration given by independent directors under sub-section (6) of section 149:

The Company has received the declaration from each Independent Directors that they meet the criteria
of independence laid down under Section 149(6] of Companies Act, 2013, under Regulation 16(b] of SEBI
(LODR] Regulations, 2015.

Company''s policy on directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under
sub-section (3) of section 178:

The Policy of the Company on Directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters provided
under sub-section (3] of section 178, is appended as Annexure A to this Report.

Particulars of loans, guarantees or investments under section 186:

The Company has not made any Loans or given Guarantees or provided security to any person and has
not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013 during
the financial year 2023-24.

Related Party Transactions:

There were no material contracts or arrangements entered by the company during the year, which attracts
the provision of Section 188 of the Companies Act, 2013, therefore no disclosure has been given in Form
AOC-2. Further, all related party transactions that were entered into during the financial year were on an
arm''s length basis and were in the ordinary course of business therefore the approval of shareholders was
not required to be taken during the period. All Related Party Transactions are placed before the Audit
Committee for approval.

There are no materially significant related party transactions made by the Company with promoters,
directors, KMP or other designated persons which may have a potential conflict with the interest of the
Company.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website
www.sikozyrealtors.com.

Conservation of energy. technology absorption. foreign exchange earnings and outgo:

During the year under review, the Company has not carried out any manufacturing activity and hence the
Directors have nothing to report under Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3]
of the Companies (Accounts] Rules, 2014 with reference to Conversation of Energy and Technology
Absorption.

Foreign exchange earnings and outgo

During the year, the total foreign exchange used was NIL and total foreign exchange earned was nil.

Risk management policy and its implementation:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on continuing basis. These are discussed at the meetings of the Audit
Committee and the Board of Directors of the Company.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall
within purview of Section 135(1] of the Companies Act, 2013 and hence it is not required to formulate

policy on corporate social responsibility.

Statement indicating the manner in which formal annual evaluation has been made by the Board
of its own performance and that of its committees and individual Directors:

The formal annual evaluation has been done by the board of its own performance and that of its committee
and individual directors based on evaluation criteria specified in the Nomination and Remuneration
policy of the Company. A member of the Board/committee did not participate in the discussion of his/her
evaluation.

Directors and Key Managerial Personnel
Appointments & Cessation.

During the financial year the following appointments took place;

• Mr. Jigar Desai who was appointed as an Additional Non-Executive Director w.e.f 21.04.23 was
regularized as a Non-Executive Director at the 31^st Annual General Meeting held on September
30,2023.

• Mr. Mangesh Kesarkar appointed as a CFO w.e.f 21.04.23 & Manager w.e.f 02.09.2023

• Mr. Parag Shah appointed as an Additional Non-Executive Director appointed w.e.f 21.04.23 &
re-designated asan Independent Director w.e.f 06.09.2023.

• Ms. Priyanka Garg was appointed as an Additional Non-Executive Independent Director w.e.f
February 5,2024.

• Further, Mr. Nilesh Raghani resigned as an Additional Director in Executive capacity & CFO
w.e.f 01.04.2023.

As per provisions of the Companies Act, 2013 Mr. Jigar Desai is liable to retire by rotation under
Section 152 of the Companies Act,2013 and being eligible offers himself for reappointment.

None of your Directors have been debarred or disqualified from being appointed or continuing as
directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority.

Managerial remuneration

The information required pursuant to Section 197 of the Companies Act, 2013 read rule 5 of the
Companies (Appointment and Remuneration of Managerial personnel] Rules,2014, The prescribed
particulars of employees required under section 134(3)(q) read with rule 5 of the Companies
(Appointment and Remuneration of Managerial personnel] Rules,2014, in respect of employees of the
Company is not provided, as there are no employees drawing remuneration of Rs. 8.50 lacs per month
orRs. 1.2 Crore, per annum during the year under review. However, for further information Annexure
B may be referred.

Auditors & Audit eport.

Statutory Auditors

Your Company at the 30^th AGM had approved the re-appointment of M/s BKG &ASSOCIATES as Statutory
Auditor of the Company for period of 5 years who shall hold the office from conclusion of the 30 ^th Annual
General Meeting to conclusion of 35 th Annual General Meeting to be held for the financial year ending
March 31, 2027.

Your financial statements of the Company have been prepared in accordance with Ind AS notified under
Section 133 of the Act. The Statutory Auditor''s report does not contain any qualifications, reservations,
adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to
the Audit Committee of Directors as specified under section 143(12] of the Act, during the year under
review. The Statutory Auditors were present in the last AGM.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BKG &
Associates., Statutory Auditors, in their report other than the those mentioned hereinbelow;

Material Uncertainty Related to Going Concern

We draw attention to Note no.30 of the Notes to the financial statements, the Company has reported a
net loss of Rs 13.77 lakhs for the year ended 31st March, 2024 (Previous Year Rs 10.48 Lakhs] and, as of
date has reported accumulated losses of Rs. 603.74 lakhs (Previous Year Rs. 589.96 Lakhs] which
has resulted in substantial erosion of net worth of the Company.

Management view:

The Company has undertaken scheme of Capital Reduction wherein losses of Rs.40,124,700 is proposed
to be write off against the equivalent amount of paid up capital.

In view of the fact that its current assets are more than its total outside liabilities and management is
evaluating various options including starting a new line of business .

Therefore, financial statements of the Company have been prepared on a going concern basis.

Internal Auditors

Your Company continued to implement the suggestions and recommendations given by Internal Auditor
to improve the control environment. Their scope of work includes review of processes for safeguarding
the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the
board of directors and suitable corrective actions taken as per the directions of Audit Committee on an
ongoing basis to improve efficiency in overall operations of the company.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. U.HEGDE &
ASSOCIATES, a Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed as “Annexure C”.

The report is self-explanatory and do not call for any further comments. There are some adverse remarks
inthe report and their explanation as per the management is enclosed herewith.

a] Regulation 47 of SEBI Listing Regulations,2015 requires the listed entity to publish financial results
in newspaper specified in Regulation 33 within 48 hours of conclusion of meeting of Board of Directors
at which financial results were approved , the same was not complied for the all the four quarters.

Reply : :- The Company has started complying with the requirements from the FY 2024-25.

b] Closure of Trading Window not intimated on time for following quarter ended December 31,2023
as required under per Para 4 of Schedule B to the SEBI Insider Trading Regulation it is mandatory for
all listed companies to close its Trading Window from the end of “every quarter” till 48 hours after
the declaration of financial results.

Reply : The Company will be cautious in intimating the closure of window at the end of quarter as per
SEBI PIT Regulations 2015

c] Regulation 2(1](c] of SEBI Insider Trading Regulations requires of Appointment of Compliance
Officer under the said regulation, the same has not been complied.

Reply : The Compliance function w.r.t Insider Trading Regulations is being handled by CFO & Company
Secretary though there is no formal appointment made in this regard . The Company will take
necessary steps in the forthcoming Board Meeting in formally designating the Senior Personnel as
Compliance Officer.

d] Regulation 44 of SEBI Listing regulation requires the listed entity to disclose the Voting results
within two working days of conclusion of General Meeting there was delay of 5 days in declaring the
same.

Reply :The Company shall be cautious in future and shall timely comply with the requirements

e] Regulation 30 of SEBI Listing Regulations requires the listed entity requires the listed entity to make
disclosure within prescribed time limit w.r.t Proceedings of Annual General Meeting however the
same has not been complied within the prescribed time limit.

Reply :The Company shall be cautious in future and shall timely comply with the requirements

f] Submission of Disclosure by Promoter on encumbrance as required under Regulation 31(4] of The
SEBI Takeover Code,2011 was not disclosed to the Stock Exchange.

Reply :The Promoter in this case has not created on encumbrance on any of his shares in the
Company, therefore the details were not submitted. However, the Company shall take necessary
steps to comply with the requirements.

g] Submission of shareholding pattern as required under Regulation 31 of SEBI Listing Regulation
was not submitted within the prescribed time limit and BSE Ltd had levied the penalty of Rs.9,440/-
on the Company.

Reply : The Company shall take necessary steps to comply with the requirement within prescribed
time limit .

h] Submission of the statement on shareholder complaints as required under Regulation 13(3] of
SEBI Listing Regulation was not submitted within the prescribed time limit, BSE had levied the
penalty of Rs.2,360/- on the Company.

Reply : The Company shall take necessary steps to comply with the requirement within prescribed
time limit .

i] Non filing of Form MGT-14 as required under Section 179(3] of the Companies Act,2013 and
rules made thereunder for appointment of Secretarial Auditor & Internal Auditor , appointment
of Key Managerial Personnel.

Reply : The Company shall ensure that all filing with Ministry of Corporate Affairs are duly
submitted within prescribed time limit

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company''s construction business for
theFY 2023-24.

Insider Trading:

In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a
comprehensive code which lays down guidelines and advises the Directors and employees of the Company
on procedures to be followed and disclosures to be made, while dealing in securities of the Company.
During the year under review, the Company adopted Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive information and the Code of Conduct for Prohibition of Insider Trading
in accordance with SEBI (Prohibition of Insider Trading] Regulations,2015.

Annual Return :

Pursuant to the provision of Section 134(3](a] and Section 92(3] of the Companies Act,2013 read with
Rule 12 of the Companies (Management and Administration] Rules ,2014, Annual Return of the Company
as March 31,2024 is uploaded on website of the Company on company''s Website www.sikozyrealtors.in.

Depository System

The Company''s Equity Shares are compulsorily tradable in electronic form. As on March 31, 202 4, out of
the Company''s total equity paid-up share capital comprising of 4,45,83,000 Equity Shares, only
1,76,65,000 Equity Shares were in physical form and the remaining capital is in dematerialized form. As
per SEBI Notification No.SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide
Notification No. SEBI/LADNRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer
ofsecurities (except in case of transmission or transposition of securities] cannot be processed from
April 1, 2019 unless the securities are held in the dematerialized form with the depositories.

Therefore, Members are requested to take necessary action to dematerialize their holdings.

Further as per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can
be transferred only in dematerialized form with effect from April 1, 2019, except in case of request
received for transmission or transposition of securities. In view of this and to eliminate all risks
associated with physical shares, Members holding shares in physical form are requested to consider

converting their holdings to demateriahzed form.

Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of every
director''s performance was carried out. An evaluation sheet was given to each director wherein certain
criteria were set out for which ratings are to be given.

Research & Development:

As Company is not into manufacturing activity, there was no Research and Development activity carried
out by the Company during the financial year under review.

Website of The Company:

The Company maintains a website www.sikozyrealtors.inwhere detailed information of the
companyand its business are provided.

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board
and all employees in the course of day to day business operations of the company. The Code has been
placed on the Company''s website www.sikozyrealtors.in. The Code lays down the standard procedure
of business conduct which is expected to be followed by the Directors and the designated employees in
theirbusiness dealings and in particular on matters relating to integrity in the workplace, in business
practices and in dealing with stakeholders. All the Board Members and the Senior Management
personnel have confirmed compliance with the Code.

Vigil mechanism/whistle Blower Policy:

The Company has established a vigil mechanism/Whistle Blower Policy for Directors and employees
toreport their genuine concerns, details of which have been given in the Corporate Governance
Report annexed to this Report.

Following details are also available on the website of the Companies on www.sikozyrealtors.in

1. The details of such familiarization programs

2. The policy on Related Party Transactions

3. Code of conduct for Board of Directors and Employees

4. Code of internal procedure and conduct under insider trading regulation.

5. Policy on Board Diversity

6. Nomination & Remuneration Policy etc.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 and the

Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the current financial year.
Failure to implement Corporate Action

During the FY 2023-2024 under review, there was no corporate undertaken by the Company.

Corporate Insolvency Resolution Process initiated under The Insolvency and Bankruptcy
Code.2016 (IBC):

During the FY 2023-2024 under review, no such event occurred by which Corporate Insolvency
Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC]. As such,
nospecific details are required to be given or provided

Management Discussion and Analysis Report:

Management''s discussion and analysis Report is annexed herewith as “Annexure D”.

Report on Corporate Governance

A separate report on Corporate Governance is attached to this report along with Statutory Auditor''s
certificate on its compliance in “Annexure E”.

Conversation of energy. technology absorption and foreign exchange earnings and outgo

During the financial year, the Company has not carried out any manufacturing activity and hence the
Directors have nothing to report under Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3]
of the Companies (Accounts] Rules,2014 with reference to Conservation of Energy and Technology
Absorption.

During the financial year, the total foreign exchange earned was nil and total foreign exchange expended
during the financial was also nil.

Cautionary Statement

The statements contained in the Board''s Report and Management Discussion and Analysis contain
certain statements relating to the future and therefore are forward looking within the meaning of
applicable securities, laws and regulations. Various factors such as economic conditions, changes in
government regulations, tax, regime, other statues, market forces and other associated and individual
factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance
on the forward-looking statements.

Acknowledgments

Your Directors'' take this opportunity to place on record their appreciation and sincere gratitude to the
Government of India, Governments of Maharashtra, Authorities and the Bankers to the Company for their
valuable support and look forward to their continued co-operation in the years to come. Your
Directors''also acknowledge the support and co- operation received from the employees and all those
who have helped in the day-to-day management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

Jigar Desai Parag Shah

(DIN : 00110653) (DIN : 10126977)

Director Director

Place: Mumbai

Date: September 6, 2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

Financial summary or hiehlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Rs. In Lacs

Particulars 2014-2015 2013-14

Gross Income 99.51 0.00

Profit Before Interest and (39.66) (13.07) Depreciation

Finance Charges 0.03 0.02

Provision for Depreciation 0.27 1.35

Net Profit Before Tax (39.96) (14.44)

Provision for Tax 0 0

Net Profit After Tax (39.96) (14.44)

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Brief description of the Company's working during the vear/State of Company's affair

During the year under review the Company has total income of Rs. 99.51 (in lacs) as against previous year Rs. Nil, the same is on account of sales of its project of which the possession is handed over. However the company has posted net loss of Rs. 39.96 Lacs as against previous year loss of Rs. 14.44 Lacs, the same is due to decrease in company inventory.

Dividend

Due to losses your directors regret to declare any dividend for the year under review.

Unclaimed Dividend

There is no balance lying in unpaid equity dividend account.

Share Capital

There is no change in the share capital of the Company during the year.

Directors and Key Managerial Personnel

Mr. S. Vaidyanathan, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment, further during the year Mr. Nrupesh J Shah, Mr. Sanjaykumar M Lodha and Mr. Jitendra V Jain were appointed as additional director, you are requested to re-appoint them as regular director, beside Mr. Sandip Lavarde has been appointed as Chief Financial Officer of the Company with effect from 15th February, 2015.

Further during the year Ms. Amita Vishwavakarma also joined the board as additional director in order to meet the lady director requirement, however she has been resigned with effect from 17th July, 2015.

Particulars of Employees

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report. Having regard to the provisions of Section 136(1) read with the its relevant provision of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished without any fee and free of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees draw salary in excess of Rs. 5 Lacs p.m. or Rs. 60 Lacs p.a.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 10 Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered address of the company during working hours and any member interested in obtaining such information may write to the designated officer and the same will be furnished on request.

Details of Sabsidiary/Joint Ventures/Associate Companies

The company doesn't have any subsidiary, joint venture and associates companies.

Auditors

The Auditors, M/s Gupta Shyam & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of three years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 25th AGM.

Auditors Reports

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's construction business for the FY 2015-16.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. P. D. Pandya & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments. There are some adverse remarks in the report and their explanation as per the management are enclosed herewith.

Form for Appointment of Internal Auditor : Regarding not filing e-Form MGT-14 for internal auditor appointment, the Company will file the same at the earliest.

Default in Annual Fining for the Financial Year 2013-14: Regarding default in non filing of annual compliances for the financial year 2013-14, the Company will file the same at the earliest.

Form for Appointment of Statutory Auditor : Regarding not filing the e-Form ADT-1 for appointment of statutory auditor, the Company will file the same at the earliest.

Appointment of Company Secretary : The Company has tried to appoint the same but unable to find out the desirable candidate for the same, however company will appoint the same in short period.

Form for Appointment of Chief Financial Officer: Regarding not filing the e-Form MGT-14 for appointment of chief financial officer, the Company will file the same at the earliest.

Form for Appointment of Chief Financial Officer: Regarding not filing the Form e-MGT-14 for appointment of chief financial officer, the Company will file the same at the earliest.

Transaction of more then 2 % of Company total share capital : Regarding not filing the Form e-MGT-104 for transaction for more then 2 % of share capital, the Company will file the same at the earliest.

Annual Disclosure of shareholding of promoter and director under SEBI (SAST) Regulation, 2011 - The Company will submit the same with stock exchange the said disclosure at the earliest.

Functional Website : Regarding not having functional website company's website is under implementation and soon company will display the required information on its website.

Publication of Financial Results: In future Company will publish its financial results in desired newspaper.

Form for Director Report and Approval of quarterly financial results : Regarding not filing the Form e- MGT-14 for appointment of reports and quarterly results, the Company will file the same at the earliest.

Internal Audit & Controls

The Company appointed M/s. K. K. Biyani & Associates, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the board of directors and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in over all operations of the company.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy will be uploaded on website of the Company once it is fully functional.

Risk Management policy

The Company has laid down procedure to inform the Board about risk assessment & minimization procedure. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk management and mitigation measures..

Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments give/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

Particulars of contracts or arrangements with related parties:

All contracts/arrangements/transactions entered by the company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

Your Directors draw attention of the members to Note 21 to the financial statement which sets out related party disclosures.

Public Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure I.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor report to the Chairman of the Audit Committee of the Board. Internal Auditor monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Corporate Governance Certificate

As per Clause 49 of the Listing Agreement with the Stock exchange, the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of the Compliance thereof are appended hereto and forming part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

Management Discussion and Analysis

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and result of operation of the Company under review, is annexed and forms an integral part of the Directors' Report.

Disclosure

Audit Committee

The details pertaining to composition of audit Committee are included in the Corporate governance Report which forms part of this report.

Nomination & Remuneration Committee

The details pertaining to composition of Nomination & remuneration Committee are included in the Corporate governance Report which forms part of this report.

Stakeholder Relationship Committee

The details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate governance Report which forms part of this report.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No such order passed by the any of the regulatory authority or courts or tribunals.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act. 2013

The Company pursuant to the Section 4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act. 2013 has constituted an Internal Complaints Committee. During the year, no complaint was lodged with the Internal Complaint Committee.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

During the year under review, the Company has not carried out any manufacturing activity and hence fee Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and Technology Absorption.

Foreign exchange earnings and Outgo

During fee year, the total foreign exchange used was nil and the total foreign exchange earned was nil. Corporate Social Responsibility (CSR)

The Disclosure as per Rule 9 of the Companies (Corporate Social responsibility Policy) Rules, 2014 are not applicable to the Company.

Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in fee preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at fee end of the financial year and of the profit and loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) fee directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Listing with Stock Exchange

The Company confirms that it had paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Shareholders, Bankers, regulatory bothes and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed displayed by all executive, officer and staff, resulting in successful performance of the Company.

For and on behalf of the Board of Directors

Place : Mumbai Kamlesh Desai Date: 4th September, 2015 Managing Director DIN No. 00079724

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Twenty-Second Annual Report and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In Lacs)

2013-2014 2012-2013

Stand-alone

Total Income 0.00 0.00

Total expenditure 13.07 15.96

Profit before Depreciation, Int. & Tax (13.07) (15.96)

Depreciation & Amortization 1.35 1.34

Interest 0.02 0.02

Profit before Tax (14.44) (17.32)

Provision for Taxation 2.86 0.63

Profit After Tax (17.30) (17.95)

Share Capital 445.83 445.83

DIVIDEND

The directors of the company has not recommend any dividend for the year.

OPERATIONAL REVIEW

During the year under review the Company has posted net loss of Rs. 17.30 Lacs as against previous year loss of Rs. 17.95, the same is to due to company project is under construction and expecting the same to complete the same in coming year. The management is confident in achieving better result in coming financial year.

CORPORATE GOVERNANCE

A report on the corporate governance along with a certificate from the auditors of the company regarding the compliance of conditions of the corporate governance as stipulated under Clause 49 of the listing agreement is included and forms part of this annual report.

All Board members and senior management personnel have affirmed compliance with code of conduct for the year 2013-14. A declaration to this effect certified by the Chairman & Managing Director of the company is also attached in the annual report. The Chairman and the Finance Director of the Company have certified to the Board with regard to the financial statements and other matters as required under clause 49 of the listing agreement and the said certificate is also attached in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis, which forms part of this annual report.

FIXED DEPOSITS

The company has not accepted any deposit from the public during the year under review, within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The company has in place adequate systems of internal control that are commensurate with its size and nature of the business and documented procedures covering all financial and operating functions. The company being in real estate industry, it has in place clear processes and well-defined roles and responsibilities for its staff at various levels. The Management has a defined reporting system, which facilitates monitoring and adherence to the process and systems in place.

AUDITORS

M/s Gupta Shyam & Co,, Chartered Accountants, Mumbai, Statutory Auditors of the company hold office up to the conclusion of this annual general meeting and are recommended for re-appointment for the next three financial years. The company has received a certificate under section 139 of the Companies Act, 2013 stating that the appointment, if made, will be within the limits as specified in that section.

M/s Gupta Shyam & Co., Chartered Accountants, Mumbai Auditors of the Company will retire from the office of the Auditors till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Gupta Shyam & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the twenty-fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

AUDITORS'' REPORT

Your Directors refer to the observations made by the Auditors in their report and wish to state that the notes forming part of accounts are self explanatory and hence do not require any further comments.

DIRECTORS

Mr. Rajan ranadive and Mr. Sunil Kacha, Directors of the company, retire by rotation and being eligible offer themselves for reappointment. You are requested to reappoint them.

DIRECTOR RESPONSIBILITY STATEMENT

Your Director make the following statement to Section 217 (2AA) of the Companies Act, 1956:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies had been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

iii) proper and sufficient care has been taken 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; and

iv) the accounts has been prepared on going concern basis

PARTICULARS OF EMPLOYEES

Statement under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975, as amended by the Companies Amendment Act, 1988, none of the employee draws salary in excess of Rs. 5,00,000/- per month, hence no disclosure is required.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to the matters specified therein are not applicable to your company.

LISTING FEES

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Ltd., Mumbai for the Financial Year 2014- 2015 has been paid.

CUSTODIAN CHARGES

The Company confirms that the custodian charges due to National Securities Depository Ltd. and Central Depository Services (India) Ltd. have been paid for the financial year 2014-15 as applicable and payable as per SEBI circular in this regard.

ACKNOWLEDGEMENT

Your Directors are pleased to place on record their deep appreciation towards the sincere services and co- operation extended by employees of the organization at all levels. They also wish to place on record their gratitude for the confidence placed in them by the banks & financial institutions they are associated with. Further, your Directors wish to thank the various regulatory authorities, business associates and clients for their valued co-operation.

By order of the Board For Sikozy Realtors Limited

Place : Mumbai Kamlesh Desai Dated : 3rd September, 2014 Managing Director DIN No. 00079724

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Mar 31, 2012

The Directors have pleasure in presenting to you the 20th Annual Report together with the Audited Statement of Accounts o the Company for the financial year ended 31st March, 2012.

FINANCIAL PERFORMANCE

As members are aware that last year Company had purchased three projects and the same are under construction, therefore the expenses incurred on the same will be capitalized and finally adjusted the same once the sales has been started against these projects. Further during the Company has settled its term liability, therefore, there is a gross income of Rs. 22.91 lacs compare to previous year Rs. Nil. Further due to deferred tax assets Company has shown net loss of Rs. 57.62 lacs compare to previous year losses of Rs. 15.57 Lacs. However, the management is confident in achieving better result in coming financial year.

FINANCIAL RESULTS

Rs. In Lacs

Particulars For the year ended on 31.03.12 31.03.11

Total Income 22.92 0.00

Total Expenditure 19.37 13.85

PBDIT 3.55 15.57

Non Cash Charges 1.34 1.72

Interest 0.01 0.00

PBT 2.20 (15.57)

Tax Provision / Deferred Tax 59.82 0.74

Profit / (Loss) After Tax (57.62) (14.84)

Equity Share Capital 445.83 370.83



DIVIDEND

Your directors do not recommend any dividend for the year.

DIRECTORS

Shri Kamlesh Desai and Shri Sunil Kacha, retire by rotation at the ensuing annual general meeting and offer themselves for re-appointment. You are requested to reappoint them. Further, during the year under review Shri Mukesh Padhya and Shri Parasmal Jain were appointed as additional director on 7th November, 2011. It would be in the interest of the company to appoint them as a regular director and therefore, you are requested to consider and approve the resolution of appointing them as regular director. Further Smt. Rasika Ranadive resigned from the board due to pre-occupation. Board wishes to express their sincere thanks for their contribution and support.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the year under review which falls under the definition of Section 58 A of the Companies Act, 1956.

CORPORATE GOVERNANCE

In terms of Listing Agreement with Stock Exchanges, the Company is required to comply with the Corporate Governance provisions and the Company is complied with the same and attached separate annexure for the same.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Clause 49 of the Listing, the Management Discussion and Analysis Report for the financial year ended on 31st March, 2012 is annexed to this report.

AUDITORS

The Auditors M/s Gupta Shyam & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible offer themselves for reappointment. You are requested to consider their reappointment for the next financial year and fix their remuneration.

The Specific notes forming part of the Accounts referred to in the Auditors' Report are self-explanatory and do not require any further elucidation.

LISTING

The shares of the Company are listed at the Bombay, Pune and Ahmedabad Stock Exchanges. The Company has paid the annual listing fees to Bombay Stock Exchange for the year 2012-2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm :

1. that in the preparation of Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures if any.

2. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial year and of the Profit & Loss of the Company for that period.

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so to prevent and detect fraud and other irregularities.

4. that the Directors had prepared the accounts on a going concern basis.

STATUTORY DISCLOSURES

A) Particulars of the employees of the Company pursuant to Section 217 (2A) of the Companies Act, 1956 is not required to be given as there is no employee draw salary in excess of the limit specified in the said Section.

B) Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988:

i) Part A relating to Conversion of Energy - The company engaged in construction activity therefore consumption of energy is not applicable.

ii) Part B relating to technology Absorption - Nil

iii) Foreign Exchange Earning and Outgo :- The Company has neither consumed nor earned any foreign exchange during the year under review.

SUB-DIVISION OF SHARES

The Sub-division of Equity Shares has been proposed with a view to broaden its Shareholders/ investors base by encouraging the participation of the retail investors and also with a view to increase the liquidity of the Equity Shares of the Company. Further, the proposed Sub-division of Shares will reduce the nominal value and trading price of each Share and increase the total number of Shares in the issue. The Board of the Directors at its meeting held on 27th August, 2012, recommended sub-division of each Equity Shares of the Company of the face value of Rs. 10/- each to the face value of Re.l/- each.

FURTHER ISSUE OF SHARES

During the year under review Company has issued 7,50,000 equity shares on preferential basis to other than promoters on preferential basis and completed the required formality as specified under Listing Agreement of stock exchanges.

ACKNOWLEDGEMENT

Your Directors place on records their grateful appreciation for the assistance and co-operation received from banks, clients, staff and you the shareholders.

For and on behalf of the Board of SIKOZY REALTORS LIMITED

Managing Director Director

Place : Mumbai,

Dated : 27th August, 2012