TO THE MEMBERS
Your Directors have pleasure in submitting their Ninetieth Annual Report together withthe Audited Statement of Accounts for the year ended 31st March 2016.
The financial results of the Company are summarized as under:
| || ||Rs. in Lacs |
| ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Gross Profit/(Loss) before Depreciation Interest Taxation and Extra Ordinary Items ||(572.32) ||351.28 |
|Less: Interest ||124.16 ||62.29 |
|Profit(Loss) before Depreciation Taxation & Extra Ordinary Items ||(696.47) ||288.99 |
|Less: Depreciation ||11.93 ||20.20 |
|Profit /(Loss) before Taxation ||(708.40) ||268.79 |
|Less: Provision for Taxation || || |
|Current Tax (MAT) ||- ||52.00 |
|Deferred Tax ||(14.65) ||(18.24) |
|Profit/ (Loss) after Tax ||(693.75) ||235.03 |
STATE OF COMPANYS AFFAIRS:
Your Directors are pleased to state that three wings of the Companys prestigiousResidential project "Pittie Kourtyard" are nearing completion. The possession ofthe flats is expected to be handed over to the buyers shortly. Construction of the fourthwing will commence after obtaining necessary approvals of the concerned Authorities.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of the report.
DIVIDEND & RESERVES
During the year under review in view of loss your Directors do not recommend anydividend for the Financial Year 2015-16 and also no amount was transferred to GeneralReserve.
MANAGEMENT DISCUSSION AND ANALYSIS
Your Company is one of the leading real estate Company in Pune. In the short span ofits Real Estate development activities the Company has earned a reputation for qualityconstruction of high-end projects.
i. Industry Structure Developments and Outlook
The scenario in India is encouraging in view of governments policies which willpromote employment and growth of real estate sector. The Government is undertaking varioussteps to energies this sector and provide it with the much needed push to accelerategrowth.
ii. Opportunities and Threats
The outlook for real estate sector for short term remains uncertain. High interestrates continue to impact the business of real estate. Banks/Financial Institutions havebecome cautious towards issuing fresh loans or rescheduling debt to real estate companies.Thus liquidity is a major factor for determining overall project execution.
In view of governments policies the long-term factors are likely to work infavour of the real estate developers.
iii. Segment Wise Performance
Your Company has only single segment i.e. Construction and Real Estate Development.Revenue and expenses have been identified on the basis of accounting standard and guidancenote issued by Institute of Charted Accountant of India for this sector.
iv. Risks and Concerns:
The Company can be exposed to various risks if not identified and addressed in time.Your Company has taken steps for identification and assessment of risks and measuresto mitigate them.
v. Internal Control Systems and their Adequacy
The Company has a well defined organization structure documented policy guidelinespredefined authority levels and an extensive system of internal controls system. Anindependent internal audit firm appointed by the Company conducts audits to ensureadequacy of internal control systems adherence to management policies and compliance withthe laws and regulations.
vi. Financial Performance
During the year under review Companys operational income is Rs. 1111.90 lacs(previous year Rs. 3846.48 lacs)and other income is Rs.5.28 lacs (previous year Rs.5.59lacs). Company has incurred loss of Rs. 693.75 lacs. In the previous year the Company hasreported a profit of Rs. 235.05 lacs.
vii. Material development in Human Resources
Your Company firmly believes that success of a company comes from good Human Resources.Employees are considered an important asset and key to its success. The employee relationscontinued to be satisfactory.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Malvika S. Pittie (DIN: 00730352) Director retires by rotation at the ensuingAnnual General Meeting and is eligible for re-appointment.
Mr. Milind Korde Independent Director resigned as Director of the Company effectivefrom the close of business hours on 31st March 2016 due to limitation of time in otherprofessional commitments. The Board places on record its appreciation for the contributionmade by him during his tenure as Director of the Company.
The following are the Key Managerial Personnel:
1. Mr. Shridhar Pittie Managing Director
2. Mr. S.K. Jhunjhunwala Chief Financial Officer
3. Mr. Rohit Taparia Company Secretary (w.e.f 17.08.2015).
DECLARATION FROM INDEPENDENT DIRECTORS
Mr. Madhav L. Apte (DIN: 00003656) and Mr. Nayan Mirani (DIN: 00045197) Independentdirectors of the Company had submitted declarations that each of them meet the criteria ofindependence as provided in sub Section (6) of Section 149 of the Act and there has beenno change in the circumstances which may affect their status as independent directorduring the year. In the opinion of the Board the independent directors possessappropriate balance of skills experience and knowledge as required.
NUMBERS OF MEETINGS OF THE BOARD
During the year four Board meetings were convened and held. The maximum intervalbetween the meetings did not exceed the period prescribed under Companies Act 2013.
COMPOSITION OF AUDIT COMMITTEES
The Audit Committee of the Board of Directors comprised of Mr. Nayankumar Mirani Mr.Milind Korde and Mr. Shridhar Pittie. Since Mr. Milind Korde resigned as Director from theBoard of the Company Mr. Madhav L. Apte was appointed as member of the Audit Committee.All members of the Audit Committee possess strong knowledge of accounting and financialmanagement.
Four meetings of the Committee were held during the financial year.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has a Whistle Blower Policy to report genuine concern or grievances. Thewhistle blower policy has been posted on the website of the Company (www.rajabahadur.com).During the year no such incidence was reported.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy for appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company in compliancewith Section 178 of the Companies Act 2013.
As per the policy the Nomination and Remuneration Committee recommend to the Boardappointment re-appointment of Directors and Key Managerial Personnel and determinationfixation and revision of their remuneration and is approved by the Board of Directorssubject to the approval of shareholders wherever necessary.
The objective and broad framework of the Companys Remuneration Policy is toconsider and determine the remuneration based on the performance and growth of thecompany the current trends in the industry the experience of the appointee their pastperformances and other relevant factors.
The Board of Directors has framed a policy which lays down a framework in relation toappointment and remuneration of Directors Key Managerial Personnel and Senior Managementof the Company.
The policy also lays down the criteria for selection and appointment of Board membersincluding Independent Directors.We affirm that the remuneration paid to the Directors KeyManagerial Personnel and Senior Management is as per the terms laid out in theremuneration policy of the Company.
EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Boards own performance Board committees andindividual directors was carried out pursuant to the provisions of the Act in thefollowing manner:
|Sr. No. ||Performance evaluation of ||Performance evaluation performed by ||Criteria |
|1. ||Each Individual directors ||Nomination and Remuneration Committee ||Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of executive directors etc. |
|2. ||Independent directors ||Entire Board of Directors excluding the director who is being evaluated ||Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc. |
|3. ||Board and its committees ||All directors ||Board composition and structure effectiveness of Board processes information and functioning fulfilment of key responsibilities performance of specific duties and obligations timely flow of information etc.The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings. |
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.
DIRECTORS RESPONSIBILTY STATEMENT
To the best of their knowledge and belief and according to the information andexplanation obtained your Directors make the following statements in terms of Section134(3)(c) of the Companies Act 2013
i. that in the preparation of the annual accounts for year ended 31st March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
ii. that such accounting policies have been selected and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year on 31stMarch2016 and of the loss of the Company for the year ended on that date;
iii. that proper and sufficient care have been taken for the maintenance of 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;
iv. that the annual accounts have been prepared on a going concern basis;
v. that proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively;
vi. that systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to thefinancial statement. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management Internal Auditors and Statutory Auditors and theadequacy of internal audit function significant internal audit findings and follow-upsthereon.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES / ASSOCIATES:
The Company does not have any Subsidiaries/ Joint Ventures / Associates.
The Company has not accepted any public deposits in terms of Section 73 of the Act.
EXTRACT OF ANNUAL RETURN
In accordance with the requirements of Section 92 (3) of the Companies Act 2013 andrule 12 (1) of the Companies (Management and Administration) Rules 2014 an abstract ofAnnual Return in Form MGT-9 is enclosed as "Annexure-A."
AUDITORS AUDIT REPORT AND AUDITED ACCOUNTS
M/s. J.K. Doshi& Co. Chartered Accountants (Firm Registration No.102720W)Auditors of the Company would retire at the conclusion of the ensuing Annual GeneralMeeting. They have expressed their willingness to act as Auditors of the Company and giventhe confirmation that their appointment if made would be in conformity with theprovision of Section 139 & 141 of the Companies Act 2013. You are requested toappoint Auditors and fix their remuneration.
As regards disclaimer in the Audit Report your directors have to state that theCompany is having adequate system of Internal Financial Controls. The Company is in theprocess of establishing effective system as per Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India on 14th September 2015.
Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Jigyasa Singhi & Associates Practicing CompanySecretaries were appointed as the Secretarial Auditor for auditing the secretarial recordsof the Company for the financial year 2015-16 and the Secretarial Auditors Reportissued by them is attached hereto as "Annexure-B".
As regards observations of Secretarial Auditors in their report your directors have tostate that necessary steps have been taken for ensuring the compliances of the same.
PARTICULARS OF REMUNERATION TO EMPLOYEES
The particulars of remuneration to directors and employees and other relatedinformation required to be disclosed under Section 197(12) of the Companies Act 2013 andthe Rules made there-under are given in "Annexure-C" to this Report.
RELATED PARTY TRANSACTIONS
The Board has framed a policy for related party transactions. Particulars oftransactions with related parties pursuant to Section 134(3)(h) of the Act read with rule8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2 and the same formspart of this report as "Annexure-D".
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of women at Workplace (Prevention Prohibition and Redressal)Act 2013 and rules made thereunder. All employees (permanent contractual temporarytrainees) are covered under this policy.
The Company has not received any complaint of sexual harassment during the financialyear 2015-2016.
LISTING AGREEMENT AND LISTING FEES
The Company entered into Listing Agreement with BSE Limited in terms of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 issued on September 22015 effective from December 1 2015.
The Company has paid the listing fees to BSE Limited for the year 2016-2017.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and isavailable on our website (www.rajabahadur.com).
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments in contraventionof the provisions of the Section 186 of the Companies Act 2013. The details of the loansand guarantees given and investments made by the Company are provided in the notes to thefinancial statements.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of nature of business of the Company particulars regarding conservation ofenergy and technology absorption are not given. However the Company has taken variousmeasures to conserve energy at all levels.
There was no foreign exchange earning whereas outgo was Rs. 3.80 lacs during the yearunder report.
CODE OF CONDUCT
The Board has laid down a code of conduct for Board members and senior managementpersonnel of the Company. The code incorporates the duties of independent directors aslaid down in the Companies Act 2013. The Board members and senior management personnelhave affirmed compliance with the said code of conduct.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant or material orders were passed by any regulator or court that wouldimpact the going concern status of the Company and its future operations.
The Board of Directors are thankful to its Bankers and Institutions for the support andfinancial assistance from time to time.
Your Directors are pleased to place on record their sincere appreciation to all theemployees of the Company whose untiring efforts have made achieving its goal possible.Your Directors wish to thank the Central and State Governments customers suppliersbusiness associates shareholders for their continued support and for the faith reposed inyour Company.
| ||For and on behalf of the Board |
|Place: Mumbai ||M.M. PITTIE |
|Date: May 30 2016 ||(DIN: 00760307) |
| ||CHAIRMAN |