The Members of
Radhe Developers (India) Limited
Your Directors have pleasure in presenting their 22nd Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements of yourCompany for the financial year ended on 31st March 2016.
1. FINANCIAL HIGHLIGHTS
The Companys financial performance for the year ended on 31st March2016 is summarized below:
|FINANCIAL RESULTS AND APPROPRIATIONS ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Net Income from Operations ||1657.35 ||31.08 |
|Other Income ||2.94 ||0.62 |
|Total Revenue ||1660.29 ||31.70 |
|Profit before Interest Depreciation and Taxes (EBIDTA) ||435.07 ||(73.00) |
|Less : || || |
|Interest ||3.10 ||19.71 |
|Extra-ordinary items ||6.17 ||0.03 |
|Depreciation ||26.85 ||28.06 |
|Profit Before Tax (PBT) ||398.95 ||(120.80) |
|Less : Taxation ||102.18 ||(4.07) |
|Net Profit after Tax (PAT) ||296.77 ||(116.73) |
|Balance brought forward from Previous Year ||(643.36) ||(524.37) |
|Profit/(Loss) for the year ||296.77 ||(116.73) |
|Adjusting relating to Fixed Assets ||- ||(2.26) |
|Balance carried to Balance Sheet ||(346.59) ||(643.36) |
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 Companys websitewww.radhedevelopers.com.
2. FINANCIAL PERFORMANCE
Your Company registered total revenue of Rs. 1660.29 Lacs during the current financialyear as compared to total revenue of Rs. 31.70 Lacs in financial year 2014-15 and NetProfit before Tax for the year 2015-16 stood at Rs. 398.95 Lacs as compared to Loss beforetax of Rs. 120.80 Lacs in financial year 2014-15. Profit after Tax for the current yearstood at Rs. 296.77 Lacs as Compared to Loss after Tax of Rs. 116.73 Lacs in financialyear 2014-15. A detailed analysis on the Companys performance is included in the"Managements Discussion and Analysis" Report which forms part of thisReport.
Keeping in view need to conserve resources of the Company your Directors areconstrained not 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 lacs. TheOpening and Closing Balance of General Reserve was Rs. 25.00 lacs. The Opening Balance ofProfit and Loss was Rs. (643.36) lacs. During the year under the review the Company hastransferred whole of Profit of Rs. 296.77 lacs to the Reserves and Surplus andconsequently the closing Balance of Profit and Loss as at 31st March 2016 wasRs. (346.59) lacs.
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.
The Policy of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is available on theCompanys website www.radhedevelopers.com. Mr. Praful Patel resigned as Director ofthe Company on 28th January 2016. Your Directors place on record their sincereappreciation of the valuable contribution made by him to RDIL.
The tenure of Mr. Ashish Patel as Managing Director and Chief Executive Officer of theCompany was expired on 31st December 2015. The Nomination and RemunerationCommittee and the Board of Directors at their respective meetings held on 28thJanuary 2016 recommended and approved the reappointment and payment of remuneration toMr. Ashish Patel as a Managing Director and Chief Executive Officer of the Company for afurther period of five years i.e. upto 31st December 2020 subject to theapproval of members. Terms and conditions for his re-appointment are contained in theExplanatory Statement forming part of the notice of the ensuing Annual General Meeting.Further pursuant to the provisions of Section 149 and 161 of the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 Board of Directors approved the appointment of Mr. Bharat Pandya asAdditional Director of the Company (Independent-Non-Executive Director) in their meetingheld on 23rd May 2016. Your directors propose the appointment of Mr. BharatPandya under provisions of Section 149 and 152 of the Companies Act 2013 at the ensuingannual general meeting. A brief Resume of Mr. Bharat Pandya is attached with the Notice ofAnnual General Meeting.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Alok Vaidya Director of your Company retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment subject to the approval of the Members of the Company. A brief Resume ofMr. Alok Vaidya is attached with the Notice of Annual General Meeting. The Company hasreceived declarations from all the independent directors of the Company that they meet thecriteria of independence as provided under Section 149(6) of the Companies Act 2013 andRegulation 16(b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
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 a process of evaluation was followed by the Board for its ownperformance and that of its committees and individual directors.
The Board recommends the appointment / re-appointment of above directors for yourapproval.
Independence of Directors means as defined in Regulation 16(b) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and Section 149(6) of the Companies Act 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationshipsdisclosed the following Non-Executive Directors are Independent:
a) Mr. Bharat Pandya w.e.f. 23rd May 2016
b) Mr. Dineshsingh Kshatriya
c) Mr. Harishkumar Rajput
d) Mr. Alok Vaidya upto 23rd May 2016
Committees of the Board
There are currently three Committees of the Board as under:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance a part of this AnnualReport.
Number of Meetings of the Board
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors well in advance to facilitate them to plan their schedule andto ensure meaningful participation in the meetings. However in case of a special andurgent business need the Boards approval is taken by passing resolutions throughcirculation as permitted by law which are confirmed in the subsequent Board meeting. Thenotice of Board meeting is given well in advance to all the Directors. Usually meetingsof the Board are held in Ahmedabad. The Agenda of the Board / Committee meetings iscirculated at least a week prior to the date of the meeting. The Agenda for the Board andCommittee meetings includes detailed notes on the items to be discussed at the meeting toenable the Directors to take an informed decision. The Board met four times in financialyear 2015-16 viz. on 30th May 2015 14th August 2015 5th November2015 and 28th January 2016. The maximum interval between any two meetings didnot exceed 120 days.
Annual Evaluation by the Board
During the year the Board has carried out the annual evaluation of its own performanceas well as the evaluation of the working of its Committees and individual Directorsincluding Chairman of the Board.
This exercise was carried out through a structured questionnaire prepared separatelyfor Board Committee and individual Directors.
The questionnaire for Board evaluation was prepared taking into consideration variousaspects of the Boards functioning such as understanding of Board members of theirroles and responsibilities time devoted by the Board to Companys long-termstrategic issues quality and transparency of Board discussions quality quantity andtimeliness of the information flow between Board members and management Boardseffectiveness in disseminating information to shareholders and in representing shareholderinterests Board information on industry trends and regulatory developments and dischargeof fiduciary duties 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 28th January 2016. TheNomination and Remuneration Committee has further carried out evaluation of all Directorsincluding Independent Directors. The report of performance evaluation so arrived at wasthen noted and discussed by the Nomination and Remuneration Committee and the Board intheir respective meetings.
6. 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 |
During the period under review Mr. Mehul Vyas resigned as the Company Secretary andCompliance Officer on 30th May 2015 and Mr. Ashish Bagui was appointed asCompany Secretary and Compliance Officer of the Company w.e.f. 01st September2015 and He resigned as Company Secretary and Compliance Officer on 31stOctober 2015.
In accordance with the provisions of Section 203 of the Companies Act 2013 Mr. MukeshS. Chaudhary Company Secretary and Compliance Officer of the Company was appointed as KeyManagerial Person of the Company w.e.f. 3rd November 2015.
7. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required under Section 197(12) of the Companies Act 2013 and rule 5(2)and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given in Annexure I to this report and form part of this Report.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
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 II.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of the business and on an armslength basis. Particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is attached andforms part of this Directors Report as Annexure III.
10. 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 31st March 2016 in Form MGT-9 isannexed to this Report as Annexure IV.
11. AUDITORS Statutory Auditors
M/s. R. Choudhary & Associates Chartered Accountants Ahmedabad (Firm RegistrationNo. 101928W) the Auditors of the Company hold office until the conclusion of the 23rdAnnual General Meeting subject to the ratification of appointment by the members of theCompany at every Annual General Meeting held after the 20th Annual GeneralMeeting.
The Company has received letter from them to the effect that their appointment ifratified would be within the prescribed limits under Section 141(3)(g) of the CompaniesAct 2013 and that they are not disqualified from appointment.
The Board recommends the ratification of their appointment from the conclusion of thisAnnual General Meeting up to the conclusion of next Annual General Meeting of the Company.
The report of the Auditors is self-explanatory and does not contain any qualificationreservation or adverse remark and does not call for any comment. The Statutory Auditorshave not reported any incident of fraud to the Audit Committee of the Company in the yearunder review.
M/s. Salawat Hundlani and Co. Chartered Accountants Ahmedabad has been internalAuditor of the Company for the Financial Year 2015-16. Internal Auditors are appointed bythe Board of Directors of the Company on yearly basis based on the recommendation of theAudit Committee. The Internal Auditor reports their findings on the internal Audit of theCompany to the Audit Committee on a quarterly basis. The Scope of Internal audit isapproved by the Audit Committee.
The Company has appointed M/s. Shah & Patel Chartered Accountants Ahmedabad as anInternal Auditor for the Financial Year 2016-17 in the Board meeting held on 23rdMay 2016 after obtaining his willingness and eligibility letter for appointment asInternal Auditor of the Company.
In accordance with the provisions of Section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhad appointed Mr. Alkesh Jalan Practicing Company Secretary (Membership No. ACS: 15677;CP No: 4580) to undertake the Secretarial Audit of the Company for the Financial Year2015-16. The Secretarial Audit Report for the Financial Year 2015-16 is annexed to thisReport as Annexure V.
12. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Corporate Governance Report which forms an integral part of this Report are set outas separate Annexure VI together with the Certificate from the auditors ofthe Company regarding compliance with the requirements of Corporate Governance asstipulated in Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and Management Discussion and Analysis report is attachedand forms part of this Directors Report as Annexure VII.
13. CEO & CFO CERTIFICATION
Pursuant to Regulation 17(8) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Certificate from Mr. AshishPatel CEO & Managing Director and Mr. Pranav Patel Chief Financial Officer of theCompany for the year ended 31st March 2016 is attached herewith which formspart of Corporate Governance Report.
14. 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 31stMarch 2016 on going 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.
15. SUBSIDIARY JOINT-VENTURE AND ASSOCIATES COMPANIES
Your Company does not have any subsidiary joint venture or associate company.
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.
17. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on the BSE Limited (Bombay StockExchange). The Annual Listing Fee for the current year has been paid to the BSE Limited.
18. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Company has approved and authenticated its AuditedFinancial Results for the year ended 31st March 2016 in the Board meeting dulyheld on 23rd May 2016 which is well within the statutory time limits asprescribed in the Companies Act 2013 and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
19. DISCLOSURES Share Capital
The Paid up Equity Share Capital as at 31st March 2016 stood at Rs.2517.99/- Lacs. During the year under review the Company has not issued any further ShareCapital.
Meetings of Board of Directors
During the year under review 4 (four) meetings of Board of Directors were held. Furtherdetails regarding the Board Meetings have been provided under Corporate Governance Reportannexed with 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 the requirements of Regulation 18 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 read with Section 177 of the Companies Act2013 as applicable the strength of the Board as also of the Audit Committee is adequate.
Material Changes and Commitment affecting Financial Position of the Company
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of financial year of the Company i.e. 31stMarch 2016 and upto the date of signing of the Directors Report.
Change in Nature of Company Business
The Company is engaged in Construction Business. During the year there is no change inthe nature of Companys Business.
Suspension of Trading in the Securities
During the year the Companys scrip was suspended from trading for the period 27thAugust 2015 till 30th November 2015 due to One the Companysfinancials were weak compared to price rise of the scrip during the period 3rdJanuary 2012 to 18th September 2014 with daily average volume of 19439 sharesand total volume of 12868441 shares. Secondly the Companys website was notfunctional due to technical reasons. However from 1st December 2015 suchsuspension was revoked.
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.
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.
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 Control Adequacy
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Companys 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 Companys internal control systems arecommensurate with the nature of its business and the size and complexity of itsoperations. These are routinely tested and certified by Statutory as well as InternalAuditors. Significant audit observations and follow up actions thereon are reported to theAudit Committee. For ensuring independence of audits the Internal Auditors reportdirectly to the Audit Committee. Both Internal and Statutory Auditors have exclusiveexecutive sessions with the Audit Committee on a regular basis. In addition during theyear the Management performed a review of key financial controls at entity as well asoperating levels. The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives which has been enhanced during thisyear. Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company. These have also beenreported and discussed in detail in the Managements Discussion and Analysis Reportannexed 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 Companys internal financial controls were adequate and effective during thefinancial year 2015-16.
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 Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation 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. Neither the Managing Director nor the Whole Time Director of the Companyreceive any remuneration or commissions from any of its subsidiaries ii. No significant ormaterial orders were passed by the regulators or courts or tribunals which impact thegoing concern status and Companys operations in future.
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.
| ||By order of the Board of Directors || |
| ||For Radhe Developers (India) Limited || |
| ||Jahnavi Patel ||Alok Vaidya |
|Date : 23rd May 2016 ||Director ||Director |
|Place : Ahmedabad ||DIN: 00230301 ||DIN: 00101864 |