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Radhe Developers (India) Ltd.

BSE: 531273 Sector: Infrastructure
NSE: N.A. ISIN Code: INE986B01044
BSE 09:09 | 17 Aug 12.25 0.07
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NSE 05:30 | 01 Jan Radhe Developers (India) Ltd
OPEN 12.25
PREVIOUS CLOSE 12.18
VOLUME 500
52-Week high 18.00
52-Week low 0.63
P/E 23.56
Mkt Cap.(Rs cr) 617
Buy Price 12.10
Buy Qty 380.00
Sell Price 12.25
Sell Qty 697.00
OPEN 12.25
CLOSE 12.18
VOLUME 500
52-Week high 18.00
52-Week low 0.63
P/E 23.56
Mkt Cap.(Rs cr) 617
Buy Price 12.10
Buy Qty 380.00
Sell Price 12.25
Sell Qty 697.00

Radhe Developers (India) Ltd. (RADHEDEVELOP) - Director Report

Company director report

 

To

The Members of

Radhe Developers (India) Limited

The Board of Directors are pleased to present the 28th Annual Reporton the business and operations of the Company along with the Audited Financial Statementsof the Company for the financial year ended on March 31 2022.

1. FINANCIAL HIGHLIGHTS/SUMMARY AND STATE OF AFFAIRS:

The Company’s financial performance for the year ended on March 31 2022 issummarized below:

(Rs. in Lakh)

FINANCIAL RESULTS AND APPROPRIATIONS : Year ended March 31 2022 Year ended March 31 2021
Revenue from Operations 4360.38 88.85
Other Income 1.89 0
Total Revenue 4362.27 88.85
Profit Before Tax (PBT) 3233.81 (303.67)
Less : Taxation 710.59 -12.60
Net Profit after Tax (PAT) 2523.22 -291.11
Other Comprehensive income (net of tax) 1.37 0.21
Total comprehensive income for the year 2524.59 -290.90
Balance brought forward from Previous Year -823.23 -532.33
Profit/(Loss) for the year 2524.59 -290.90
Balance carried to Balance Sheet 1701.36 -823.23

 

During the financial year 2021-22 the company has recorded a Profit (before tax) of Rs.3233.81 Crores as against loss Rs. 303.67 in the previous year with an increase in profitby 1164.91% compared to previous financial year.

2. NATURE OF BUSINESS:

The Company is engaged in the activities of Real Estate Development. On the real estatedevelopment front the Company develops residential commercial plotting and socialinfrastructure projects. There was no change in nature of the business of the Companyduring the year under review.

3. MATERIAL CHANGES AND COMMITMENTS:

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.

4. DIVIDEND:

In order to conserve the resources of the company and to build the wealth of thestakeholders your Board of Directors have decideed not to recommend Dividend for the yearended on 31st March 2022.

5. TRANSFER TO RESERVES:

The Board of Directors of the Company has not recommended transfer of any amount to theGeneral Reserve for the Financial Year ended March 31 2022.

6. SHARE CAPITAL:

Authorised share capital: The Authorized Share Capital of your Company wasincreased from Rs. 310000000/- (Rupees Thirty One Crores only) to Rs. 1000000000/-(Rupees One Hundred Crores only) during the year through the Extraordinary General MeetingHeld on:

October 25 2021: from Rs. 310000000 (Rupees Thirty One Crores Only) dividedinto 31000000 (Three Crores Ten Lakhs) equity shares of Rs. 10 each to Rs.450000000/- (Rupees Forty Five Crores only) divided into 45000000 (Four Crores FiftyLakhs) Equity Shares of Rs. 10/- ( Rupees Ten) each.

January 24 2022: from Rs. 450000000/- (Rupees Forty Five Crores only)divided into 45000000 (Four Crores Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten)each to Rs. 1000000000/- (Rupees One Hundred Crores only) divided into 100000000(Ten Crores) Equity Shares of Rs. 10/- ( Rupees Ten) each;

Paid-up share capital: The paid up Equity Share Capital of the Company as on March31 2022 was Rs. 251799000/-(Rupees ). There has been no change in the Equity ShareCapital of the Company during the year.

7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary joint venture or associate company at anytime during the year.

8. BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL: BOARD OF DIRECTORS:

REAPPOINTMENT: In accordance with the provisions of section 152 of the CompaniesAct 2013 and in terms of Articles of Association of the Company Shri. Alok H. VaidyaDirector of the Company retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment subject to the approval of the Members of theCompany. The Board recommends the re-appointment of Shri Alok H. Vaidya for your approval.

A brief Resume of Shri Alok H. Vaidya is attached with the Notice of Annual GeneralMeeting.

APPOINTMENT: During the year under review Shri Rahul Mehra has been appointedas an additional (Independent) Director w.e.f September 25 2021 and the said appointmenthas been subsequently approved by the Shareholders in the Extra-ordinary General Meetingheld on October 25 2021.

RESIGNATION: During the year under review Shri Dineshsingh Kshatriya hasresigned from the position of Independent Director of the Company with effect fromSeptember 25 2021. Your Board takes this opportunity to thank Shri Dineshsingh Kshatriyafor their valuable service to the Company as Independent Director during their associationwith the Company.

KEY MANAGERIALPERSONNEL:

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.

Mr. Ashish P. Patel – Chief Executive Officer
Mr. Pranav J. Patel – Chief Finance Officer
Mr. Dipen A. Dalal* – Company Secretary & Compliance Officer
Mrs. Khyati K. Patel** – Company Secretary & Compliance Officer

* Mr. Dipen A. Dalal Company Secretary (KMP) and Compliance Officer of the Companyhave resigned with effect from October 14 2021. The Board placed on record itsappreciation for the valuable services rendered by Mr. Dipen A. Dalal during his tenure.

** The Board of Directors at their Meeting held on October 14 2021 onrecommendation of the Nomination and Remuneration Committee appointed Mrs. Khyati K.Patel as the Company Secretary (KMP) and compliance officer of the Company w.e.f. October14 2021.

Board Independence

‘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) Shri Bharat Pandya

b) Shri Rahul Mehra (w.e.f. September 25 2021)

c) Shri Tusharkumar Patel

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. There has been nochange in the circumstances affecting their status as independent directors of theCompany.

In the opinion of the board the independent directors appointed during the year underreview meets high standard of integrity and proficiency.

The independent directors have also confirmed compliance with the provisions of rule 6of Companies (Appointment and Qualifications of Directors) Rules 2014 as amendedrelating to inclusion of their name in the databank of independent directors.

Statement on Compliance of Code of Conduct for Independent Directors and Statement onCompliance of Code of Conduct for Directors and Senior Management Personnel

Regulation 17(5) of the SEBI Listing Regulations requires listed companies to lay downa code of conduct for its director and senior management incorporating duties of directoras laid down in the Act.

All directors and senior management personnel have affirmed compliance with the codefor FY2022. A declaration to this effect signed by the Managing Director and CEO is givenherein below :

Declaration by Chief Executive Officer (MD)

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015]

I Ashish Patel Managing Director and CEO of Radhe Developers (India) Limited herebydeclar that all the members of Board of Directors and Senior Management have affirmedcompliance with the Code of Conduct of Board of directors and Senior Management of theCompany for the year ended 31 March 2022.

Ashish patel

Managing Director and CEO

Policy on Director’s Appointment and Remuneration

The Policy of the Company on Director’s 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 thewebsite of the Company at www.radhedevelopers.com/investors/policies-of-rdil.

Board Evaluation

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 theirroles and responsibilities time devoted by the Board to Company’s long-termstrategic issues quality and transparency of Board discussions quality quantity andtimeliness of the information flow between Board members and management Board’seffectiveness 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 January 20 2022. 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.

9. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors’ and ‘General Meetings’respectively have been duly followed by the Company.

10. 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’.

11. 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 2022 is placed on the website of theCompany at www.radhedevelopers.com.

12. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several best governance practices.

Our Corporate Governance Report for fiscal 2022 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.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

Management’s Discussion and Analysis Report for the year under review asstipulated under the Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is presented in a separate section forming part of the Annual Report.

14. 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 are given in Annexure II’.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

No related party transactions that were entered into during the financial year whichcould have attracted the provisions of section 188 of the Act. There being no‘material’ RPTs as defined under reguation 23 of Listing Regulation 2015 thereare no details to be disclosed in Form AOC-2 in that regard. During the year 2021-22pursuant to section 177 of the Act and regulation 23 of Listing Regulation 2015 all RPTswere placed before the audit committee for its approval. All RPTs during the year wereconducted at arm’s length and were in the ordinary course of business. Pursuant toreguation 23 of Listing Regulation 2015 the Board of Directors have adopted a policy onmateriality of RPTs and on dealing with RPTs inter alia by including clear thresholdlimits.

The policy on materiality of RPTs as approved by the Board is on the Company’swebsite www.radhedeveloper.com

16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AND DEMAT SUSPENSE ACCOUNT:

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. There are no amount or shares required to be transferred to IEPF authority.

No Shares were required to be transferred to Demat Suspense Account either at thebeginning of the year and during the year.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions of CSR were not applicable during the FY 2021-22 and therefore thedisclosure required to be made in respect od CSR are not applicable. The constitution ofCSR Committee made on 27th May 2022 consists of Mr. Bharat Pandya-Chairman andIndependent Director Mr. Tushar Patel-Member and Independent Director and Mr. AshishPatel- Member and Executive Director.

18. AUDITORS:

Statutory Auditors

At the Extra Ordinary general meeting held on October 25 2021 the company hasappointed M/s. H. K. Shah & Co. Chartered Accountant (FRN No.: 109583W) as statutoryauditor of the Company to hold office till the conclusion of this AGM. It is proposed tore-appoint M/s. H. K. Shah & Co. Chartered Accountant (FRN No.: 109583W) as statutoryauditor for a term of 5 years from the conclusion of this AGM. M/s. H. K. Shah & Co.Chartered Accountant (FRN No.: 109583W) have given their consent to act as statutoryauditors and have confirmed that they are not disqualify to act as statutory auditors interms of Companies Act 2013. Members are requested to reappoint the statutory auditorsfor 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. Pursuant to Section 143(12) of the Companies Act 2013 no incident of fraud has been submitted to the AuditCommittee of the Company in the year under review.

Secretarial Auditors

The Board of Directors in their meeting held on May 27 2022 approved the appointmentof Jalan Alkesh & Associates Practicing Company Secretary (Membership No.: 15677& COP No.: 4580) to conduct Secretarial Audit for the Financial Year 2022-2023 and tocontinue thereafter until and unless resolved otherwise. The Secretarial Audit Report forthe financial year ended March 31 2022 is annexed herewith marked as AnnexureIII’ to this Report.

The secretarial audit report do not contain any qualifications reservations oradverse remarks.

Internal Auditors

M/s. Kishan Tilva & Company Chartered Accountants are Internal Auditors of theCompany. The Audit Committee of the Board of Directors in consultation with InternalAuditors formulate the Scope Functioning Periodicity and Methodology for conductinginternal audit. The Board of Directors in their meeting held on May 27 2022 approved theappointment of M/s. Kishan Tilva & Company Chartered Accountants to conduct theAudit for F.Y. 2022-23.

Cost Auditors

The Company was not required to appoint the Cost Auditor as pursuant to Section 148 ofthe Companies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

19. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019 read withRegulation 24(A) of the Listing Regulations directed listed entities to conduct AnnualSecretarial compliance audit from a Practicing Company Secretary of all applicable SEBIRegulations and circulars/guidelines issued thereunder.

The said Secretarial Compliance report is in addition to the Secretarial Audit Reportby Practicing Company Secretaries is required to be submitted to Stock Exchanges within 60days of the end of the financial year.

The Company has engaged the services of M/s. Jalan Alkesh & Associates (CP No.4580) Practicing Company Secretary and Secretarial Auditor of the Company for providingthis certification.

The copy of the Annual Secretarial Compliance report is submitted to stock exchange onMay 27 2022 and is made available on website of Company i.e. www.radhedevelopers.com.

20. CORPORATE POLICIES:

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our Value system. The SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 mandate the formulation andrevision of Certain Policies for all Listed Companies. The Policies are reviewedperiodically by the board and updated as needed. During the year 2018-19 the boardrevised and adopted following policies which are also uploaded on the website of thecompany:

Whistle Blower/Vigil Mechanism Policy: The Company has revised the said policy andincluded the whistle blower mechanism for directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of the company’s code ofconduct. The policy was revised and adopted effective April 01 2019. The Whistle Blowerpolicy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 enabling the employees to report instances of leak of Unpublished PriceSensitive Information (UPSI).

Insider Trading Policy: The Policy provides the framework in dealing withsecurities of the Company. The Policy was revised and adopted effective April 01 2019.The Insider trading policy was amended in line with SEBI (Prohibition of Insider Trading)(Amendment) Regulations 2018. The Key changes include inter alia change in definitionof Designated Persons Maintenance of digital database internal controls and policy andprocedure for inquiry in case of leak of UPSI.

Policy and Procedure for Enquiry In Case of Leak of Unpublished Price SensitiveInformation or Suspected Leak of Unpublished Price Sensitive Information: The Policyprovides the framework in dealing with leak of UPSI or Suspected leak of UPSI. The policywas adopted effective April 01 2019. The Policy was amended in line with SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018.

Policy on Code of Conduct to Regulate Monitor and Report Trading by Insiders IncludingSpecified Persons and Designated Persons: The policy provides the framework in dealingwith its directors employees or other insiders based on Unpublished Price SensitiveInformation not generally available to others. The policy was revised effective April 012019. The policy was amended in line with SEBI (Prohibition of Insider Trading)(Amendment) Regulations 2018.

21. DEPOSITS:

The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 ( 5 ) ( v ) and ( vi ) of Companies ( Accounts ) Rules 2014.

Pursuant to Rule 2(1) ( c ) ( viii ) of Companies ( Acceptance of Deposit ) Rules 2014an aggregate amount of deposit taken from the Directors is Rs. 96459788/-.

The Directors have given a declaration stating that the amount deposited is out of ownfunds and not by way of borrowings from others.

22. 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.

23. 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 2022 in the Board meeting duly held on May27 2022 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.

24. 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 for the financial year ended 31 March 2022 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;;

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 true andfair view of the state of affairs of the Company at the end of the financial year ended 31March 2022 and of the profit of the Company for the year;

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 2022 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.

25. OTHER DISCLOSURES:

Meetings of the Board of Directors

Ten 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. The Maximum Interval between any two meetings did not exceed120 days as prescribed in the Companies Act 2013.

Audit Committee

The Audit Committee comprises of Shri Bharat Pandya - Independent Director (Chairman)Shri Dineshsingh Kshatriya -Independent Director* Shri Rahul Mehra - IndependentDirector** and Shri Alok Vaidya - Non-Executive Director. During the year all therecommendations made by the Audit Committee were accepted by the Board. In Conformity withthe requirements 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.

* Resigned w.e.f. September 25 2021

** Appointed w.e.f. September 25 2021

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.

Particulars of Loan given Investments made Guarantee given and Security Provided

The Particulars of loans and investments if any are provided in the Balance Sheet.The Company has not provided any guarantee for the loans availed by others. The Companyhas also not provided any Security for the loans availed by others.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company’sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

Risk Management Policy

The Board of Directors of the Company has put in place a Risk Management Policy whichaims at enhancing shareholders’ value and providing an optimum risk-reward trade off.The risk management approach is based on a clear understanding of the variety of risksthat the organisation faces disciplined risk monitoring and measurement and continuousrisk assessment and mitigation measures.

Vigil Mechanism & Whistle Blower Policy

The Company has revised the Vigil Mechanism & Whistle Blower Policy by passingcircular resolution on March 29 2019 w.e.f April 01 2019. The Company has a Vigilmechanism & Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be reported to the Vigilance & Ethics Officer which operates under thesupervision of the Audit Committee as protected disclosures through an e-mail ordedicated telephone line or a written letter. Employees may also report directly to theChairman of the Audit Committee. The Vigil Mechanism & Whistle Blower Policy isreviewed during the year. The said Policy is available on the website of the Company at www.radhedevelopers.com/investors/policies-of-rdil.

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.

The Board of the Company has adopted the Policy on Prevention of Sexual Harassment ofWomen at Workplace in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rules made thereunderw.e.f May 24 2019. The ‘Internal Complaint Committee’ has been constitutedw.e.f February 08 2019 to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy. Thefollowing is the summary of sexual Harassment Complaints received and disposed-off duringthe year under review i.e 2021-22.

Sr. Particulars No. of Complaints
1. Number of complaints pending at the beginning of the year NIL
2. Number of complaints received during the year NIL
3. Number of complaints disposed -off during the year NIL
4. Number of cases pending at the end of the year NIL

The Committee held meeting on January 21 2022. All the Members were presented.

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 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.

Details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year alongwith their status

No Application made or any proceeding pending under the Insolvency and Bankruptcy Code2016 (31 of 2016) during the year.

Details of difference between of amount of valuation done at the time of one timesettlement and the valuation done while undertaking loan from the bank of FI along withreasons thereof: Not Applicable

List of Company Policies and its link

To enable stakeholder’s access to the Company’s Policy the list of variouspolicies along with its Website Link is given below:

Sr. No. Name of Policy Website Link
1. Hosting Archival Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Hosting%20Archival%20Policy.pdf
2. Code of Fair Disclosure of UPSI http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdilCode%20of%20Practices%20&%20Procedure%20for%20Fair%20 Disclosure%20(w.e.f%201st%20April%202019).pdf
3. Insider Code http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Final_Code%20of%20Conduct_UPSI_29.03.2019.pdf
4. Code of Conduct for Board http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Code%20of%20Conduct.pdf
5. Familiarization Programmes for IDs http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Familarization%20policy%20of%20IDs.pdf
6. Materiality of Events Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Materiality%20of%20Events%20Policy.pdf
7. Nomination & Remuneration Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Nomination%20_%20Remuneration%20Policy.pdf
8. Performance Evaluation Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Performance%20Evaluation%20Policy.pdf
9. Policy on Board Diversity http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Policy%20on%20Board%20Diversity.pdf
10. Policy on Preservation of Documents http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Policy%20on%20Preservation%20of%20Documents.pdf
11. Related Party Transactions Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Related%20Party%20Transaction%20Policy.pdf
12. Risk Management Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Risk%20Management%20Policy.pdf
13. Vigil Mechanism / Whistle Blower Policy http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Final_Whistle%20Blower%20Policy%20-%20RDIL.pdf
14. T&C of Appointment of IDs http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Terms%20_%20Conditions%20of%20Appointment%20of%20ID.pdf
15. Procedure in Case of Leak of UPSI http://www.radhedevelopers.com/wp-content/uploads/pdf/invester/policies- of-rdil/Final_Leak%20of%20UPSI_RDIL_29.03.2019.pdf

26. GENERAL:

Directors of the Company states that no disclosure or reporting is required in respectof the following items as there were no transactions on these items during the year underreview:

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

ii. Issue of equity shares with differential rights as to dividend voting orotherwise.

iii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

iv. 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.

v. Neither the Managing Director nor the Whole Time Director of the Company receivesany remuneration or commissions from any of its subsidiaries.

vi. 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.

vii. No fraud has been reported by the Auditors to the Audit Committee or the Board.

27. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the employees customers vendorsinvestors of the Company and the communities in which the Company operates for theirunstinted co-operation and valuable support extended to the Company during the year.

Your Directors also thank the Government of India State Government and concernedgovernment departments/agencies for their co-operation.

Your Directors appreciate and value the contributions made by every member of Radhefamily.

For and on behalf of the Board of Directors of
Radhe Developers (India) Limited
Date : May 27 2022 Ashish Patel
Place: Ahmedabad Chairman CEO & Managing Director
DIN : 00228026

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