The Members of
Radhe Developers (India) Limited
Directors have pleasure in presenting their 23rd Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements of theCompany for the financial year ended on March 31 2017.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended on March 31 2017 is summarizedbelow:
| || ||(Rs. in Lakhs) |
|FINANCIAL RESULTS AND APPROPRIATIONS : ||Year ended 31/03/2017 ||Year ended 31/03/2016 |
|Net Income from Operations ||552.17 ||1657.35 |
|Other Income ||108.21 ||8.67 |
|Total Revenue ||660.38 ||1666.27 |
|Profit before Interest Depreciation and Taxes (EBIDTA) ||82.11 ||435.07 |
|Less : || || |
|Interest ||4.24 ||3.10 |
|Prior Period Expenses ||Nil ||6.17 |
|Depreciation ||43.65 ||26.85 |
|Profit Before Tax (PBT) ||34.22 ||398.95 |
|Less : Taxation ||6.20 ||102.18 |
|Net Profit after Tax (PAT) ||28.02 ||296.77 |
|Balance brought forward from Previous Year ||(346.59) ||(643.36) |
|Profit/(Loss) for the year ||28.02 ||296.77 |
|Balance carried to Balance Sheet ||(318.57) ||(346.59) |
The Company discloses financial results on a quarterly basis of which results aresubjected to limited review and publishes audited financial results on an annual basis.The Financial Statements as stated above are also available on the website of the Companyat www.radhedevelopers.com.
2. FINANCIAL PERFORMANCE
The Company registered total revenue of Rs. 552.17 lakhs during the current financialyear as compared to total revenue of Rs. 1660.29 lakhs in financial year 2015-16 and NetProfit before Tax for the year 2016-17 stood at Rs. 34.22 lakhs as compared to profitbefore tax of Rs. 398.95 lakhs in financial year 2015-16. Profit after Tax for the currentyear stood at Rs. 28.02 lakhs as Compared to profit after Tax of Rs. 296.77 lakhs. Adetailed analysis on the Company's performance is included in the "Management'sDiscussion and Analysis" Report which forms part of this Report.
Keeping in view need to conserve resources of the Company Directors are constrainednot to recommend any dividend for the year under review.
4. TRANSFER TO RESERVES
The Opening Balance and Closing Balance of Security Premium was Rs. 1200 lakhs. TheOpening and Closing Balance of General Reserve was Rs. 25.00 lakhs. The Opening Balance ofProfit and Loss was Rs. (346.59) lakhs. During the year under the review the Company hastransferred whole of Profit of Rs. 28.02 lakhs to the Reserves and Surplus andconsequently the Closing Balance of Profit and Loss as at 31st March 2017 wasRs. (318.57) lakhs.
5. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report.
6. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis report is set out in this Annual Report.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any subsidiary joint venture or associate company.
8. DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act2013 Directors subscribe to the "Directors' Responsibility Statement" andconfirm that:
a) In preparation of Annual Accounts the applicable accounting standards have beenfollowed and that no material departures have been made from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors have prepared the annual accounts for the year ended March 31 2017 ongoing concern basis.
e) The Directors have laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
9. CORPORATE GOVERNANCE
Company recognizes the importance of Good Corporate Governance which is the tool ofbuilding strong and everlasting beneficial relationship with customers suppliers bankersand more importantly with the investors. Corporate Governance is strongly driven by ourvalues such as quality commitment customer orientation & integrity.
Our Corporate Governance Report for fiscal 2017 forms an integral part of thisAnnual Report together with the Certificate from the auditors of the Company regardingcompliance with the requirements of Corporate Governance as stipulated in Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Board of Directors of the Company are of proven competence andintegrity. Besides having financial literacy experience leadership qualities and theability to think strategically the Directors have a significant degree of commitment tothe Company and devote adequate time for the meetings preparation and attendance.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Jahnavi Patel Director of your Company retire byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment subject to the approval of the Members of the Company. The Boardrecommends the re-appointment of Mrs. Jahnavi Patel for your approval. A brief Resume ofMrs. Jahnavi Patel is attached with the Notice of Annual General Meeting.
Independence' of Directors means as defined in Regulation 16(b) of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 149(6) of the Companies Act 2013. Based on the confirmation /disclosures received from the Directors and on evaluation of the relationships disclosedthe following Non-Executive Directors are Independent:
a) Mr. Bharat Pandya w.e.f. May 23 2016
b) Mr. Dineshsingh Kshatriya
c) Mr. Harishkumar Rajput
Declaration by Independent Directors
The Company has received declarations from all the independent directors of the Companythat they meet the criteria of independence as provided under Section 149(6) of theCompanies Act 2013 and Regulation 16(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder.
|1. Mr. Ashish Patel ||- CEO & Managing Director |
|2. Mr. Pranav Patel ||- Chief Financial Officer |
|3. Mr. Mukesh Chaudhary ||- Company Secretary & Compliance Officer |
Policy on Director's Appointment and Remuneration
The Policy of the Company on Director's appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is available on the website of theCompany at www.radhedevelopers.com/investors/policies-of-rdil.
The Company has devised a Board Evaluation Framework for performance evaluation ofIndependent Directors Board Non-Independent Directors and Chairman of the Company.Pursuant to this framework the Board has carried out the annual evaluation of its ownperformance as well as the evaluation of the working of its Committees and individualDirectors including Chairman of the Board. This exercise was carried out through astructured questionnaire prepared separately for Board Committee and individualDirectors.
The questionnaire for Board evaluation was prepared taking into consideration variousaspects of the Board's functioning such as understanding of Board members of their rolesand responsibilities time devoted by the Board to Company's long-term strategic issuesquality and transparency of Board discussions quality quantity and timeliness of theinformation flow between Board members and management Board's effectiveness indisseminating information to shareholders and in representing shareholder interests Boardinformation on industry trends and regulatory developments and discharge of fiduciaryduties by the Board.
The Board acknowledged certain key improvement areas emerging through this exercise andaction plans to address these are in progress. The performance evaluation of the NonIndependent Directors including Chairman was carried out by the Independent Directors at aseparate meeting of the Independent Directors on February 7 2017. The Nomination andRemuneration Committee has further carried out evaluation of all Directors includingIndependent Directors. The report of performance evaluation so arrived at was then notedand discussed by the Nomination and Remuneration Committee and the Board in theirrespective meetings.
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Information relating to Conservation of Energy Technology Absorption and ForeignEarning and Outgo as required under Section 134(3)(m) of the Companies Act 2013 readtogether with Rule 8(3) of the Companies (Accounts) Rules 2014 forms part of this Reportas Annexure I.
12. EXTRACTS OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the Extract of the Annual Return as at March 31 2017 in Form MGT-9 is annexed tothis Report as Annexure II.
13. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No related party transactions that were entered into during the financial year. Thereare no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. Accordingly the disclosure of relatedparty transaction as require under Section 134(3)(h) of the Companies Act 2013 in formAOC-2 is not applicable.
15. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 and IEPF Authority(Accounting Audit Transfer and Refund) Amendment Rules 2017 all unpaid or unclaimedamount are required to be transferred by the Company to the IEPF established by theCentral Government after the completion of seven years from the date it became due forpayment. Details of which are provided on our website atwww.radhedevelopers.com/investors/unclaimed-unpaid-amount.
As per the provisions of the Act the period of office of R. Choudhary and AssociatesChartered Accountants Statutory Auditors of the Company expires at the conclusion of theensuing Annual General Meeting.
It is proposed to appoint Chandabhoy & Jassoobhoy Chartered Accountants asStatutory Auditors of the Company for a term of 5 (five) consecutive years. Chandabhoy& Jassoobhoy Chartered Accountants have confirmed their eligibility andqualification required under the Act for holding the office as Statutory Auditors of theCompany.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
The Board appointed Mr. Alkesh Jalan Practicing Company Secretary to conductSecretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith marked as Annexure III tothis Report.
During the year there is no amount on account of principal or interest on publicdeposits was outstanding as on the date of the Balance Sheet. Hence there are noparticulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies(Accounts) Rules 2014.
18. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on the BSE Limited. The AnnualListing Fee for the current year has been paid to the BSE Limited.
19. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Company has approved and authenticated its AuditedFinancial Results for the year ended March 31 2017 in the Board meeting duly held on May26 2017 which is well within the statutory time limits as prescribed in the CompaniesAct 2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Paid up Equity Share Capital as at March 31 2017 stood at Rs. 2517.99 lakhs.During the year under review the Company has not issued any further Share Capital.
Meetings of Board of Directors
Four meetings of Board of Directors were held during the year. Particulars of meetingsheld and attended by each Director are detailed in the Corporate Governance Report whichforms part of this Report.
Composition of Audit Committee
The Board has constituted the Audit committee which comprises of three Non-ExecutiveDirectors and Chairman is Independent Director. The details of the composition of theaudit committee is described in Corporate Governance Report. In Conformity with therequirements of Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Section 177 of the Companies Act 2013 asapplicable the strength of the Board as also of the Audit Committee is adequate.
Change in Nature of Company Business
The Company is engaged in Construction Business. During the year there is no change inthe nature of Company's Business.
Corporate Social Responsibility (CSR)
Provisions of the Section 135 of the Companies Act 2013 and the Rules framedthereunder are not applicable to the Company. Hence CSR report is not required to beannexed.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism & Whistle blower policy under which the employeesare free to report violations of applicable laws and regulations and the Code of Conduct.The reportable matters may be reported to the Vigilance & Ethics Officer whichoperates under the supervision of the Audit Committee as protected disclosures through ane-mail or dedicated telephone line or a written letter. Employees may also reportdirectly to the Chairman of the Audit Committee. The said Policy is available on thewebsite of the Company at www.radhedevelopers.com/investors/policies-of-rdil.
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure with regard to RelatedParty Transactions. The policy envisages the procedure governing the materiality ofRelated Party Transactions and dealing with Related Party transactions required to befollowed by Company to ensure compliance with the Law and Regulation. The said Policy isavailable on the website of the Company atwww.radhedevelopers.com/investors/policies-of-rdil.
Particulars of Loan given Investments made Guarantee given and Security Provided
Particulars of loan given investments made guarantees given and securities providedcovered under the provisions of Section 186 of the Companies Act 2013 are provided in thenotes to the Financial Statements.
Risk Management Policy and Internal Financial Controls Adequacy
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The Company's internal control systems are commensuratewith the nature of its business and the size and complexity of its operations. These areroutinely tested and certified by Statutory as well as Internal Auditors. Significantaudit observations and follow up actions thereon are reported to the Audit Committee. Forensuring independence of audits the Internal Auditors report directly to the AuditCommittee. Both Internal and Statutory Auditors have exclusive executive sessions with theAudit Committee on a regular basis. In addition during the year the Management performeda review of key financial controls at entity as well as operating levels.
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives which has been enhanced during this year. Major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis. These are discussed at the meetings of the Audit Committeeand the Board of Directors of the Company. These have also been reported and discussed indetail in the Management's Discussion and Analysis Report annexed to this report.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and external consultants and the reviews performed by Management andthe relevant Board committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2016-17.
Prevention of Sexual Harassment of Women at Workplace
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules made thereunder.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
Your directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:
i. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.
ii. Neither the Managing Director nor the Whole Time Director of the Company receiveany remuneration or commissions from any of its subsidiaries
iii. No significant or material orders were passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future.
iv. No fraud has been reported by the Auditors to the Audit Committee or the Board.
Your Directors place on record their appreciation of the support extended by itsBankers Customers Advisors and various Government Agencies and for the valued effortsand dedication shown by the Company employees at all levels. The Board also wishes tothank the shareholders for their unstinted support.
| ||For and on behalf of the Board of Directors |
|Date : August 11 2017 ||Ashish Patel |
|Place : Ahmedabad ||Chairman CEO & Managing Director |