The Members of
Radhe Developers (India) Limited
Directors have pleasure in presenting their 24th 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 2018.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended on March 31 2018 is summarizedbelow:
| || ||(Rs. in Lakhs) |
|FINANCIAL RESULTS AND APPROPRIATIONS : ||Year ended 31/03/2018 ||Year ended 31/03/2017 |
|Revenue from Operations ||998.58 ||552.17 |
|Other Income ||103.34 ||200.48 |
|Total Revenue ||1101.92 ||752.65 |
|Profit Before Tax (PBT) ||104.09 ||126.14 |
|Less : Taxation ||40.79 ||24.94 |
|Net Profit after Tax (PAT) ||63.3 ||101.20 |
|Other Comprehensive income (net of tax) ||1.32 ||0.28 |
|Total comprehensive income for the year ||1.32 ||0.28 |
|Balance brought forward from Previous Year ||-401.23 ||-502.71 |
|Profit/(Loss) for the year ||64.62 ||101.48 |
|Balance carried to Balance Sheet ||-336.61 ||-401.23 |
Note : The Financial Results of the Company have been prepared in accordancewith the Indian Accounting Standards (Ind AS) w.e.f. April 1 2017. Consequently theresults for the previous period have also been restated as per Ind AS.
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. FINANCIAL PERFORMANCE
During the year under review the Company registered total revenue of ` 1101.92 lakh ascompared to ` 752.65 lakh for the previous year and Profit before Tax stood at ` 104.09lakh for the year under review as compared to ` 126.14 lakh for the previous year.
Keeping in view need to conserve resources of the Company Directors are constrainednot to recommend any dividend for the year under review.
6. TRANSFER TO RESERVES
During the year under the review the Company has transferred of ` 64.62 lakh to theReserves and Surplus.
7. 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.
8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary joint venture or associate company.
9. 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 standardshave been followed along with proper explanation relating to material departures; b) TheDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period; c) The Directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d) The Directors have prepared the annualaccounts for the year ended March 31 2018 on going concern basis; e) The Directors havelaid down the internal financial controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and f) TheDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
10. 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 beenduly followed by the Company.
11. 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 2018 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.
12. 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 Shri Alok Vaidya Director of the 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. The Boardrecommends the re-appointment of Shri Alok Vaidya for your approval. A brief Resume ofShri Alok Vaidya 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) Shri Bharat Pandya b) ShriDineshsingh Kshatriya c) Shri 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. Shri Ashish Patel ||- CEO & Managing Director |
|2. Shri Pranav Patel ||- Chief Financial Officer |
|3. Shri 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 2 2018. 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.
13. 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.
14. 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 2018 in Form MGT-9 is annexed tothis Report as Annexure II.
15. 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(1) of the Act andas advised the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anymember is interested in inspecting the same such member may write to the companysecretary in advance.
16. 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.
17. 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 at www.radhedevelopers.com/investors/unclaimed-unpaid-amount.
M/s. Chandabhoy & Jassoobhoy Chartered Accountants Ahmedabad (Firm RegistrationNo. 101648W) are the Statutory Auditors of the Company for the year ended March 31 2018.
The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors whowere appointed in the Annual General Meeting held on September 15 2017.
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.
The Board appointed Jalan Alkesh & Associates Practicing Company Secretary toconduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report forthe financial year ended March 31 2018 is annexed herewith marked as Annexure III to thisReport.
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.
20. 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.
21. 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 2018 in the Board meeting duly held on May25 2018 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.
22. OTHER DISCLOSURES
The Paid up Equity Share Capital as at March 31 2018 stood at ` 2517.99 lakhs. Duringthe year under review the Company has not issued any further Share Capital.
Meetings of the Board of Directors
Six 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 Audit Committee comprises of Shri Bharat Pandya Independent Director (Chairman)Shri Dineshsingh Kshatriya Independent Director and Shri Alok Vaidya
Non-Executive Director. During the year all the recommendations made by the AuditCommittee were accepted by the Board. In Conformity with the requirements of Regulation 18of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read withSection 177 of the Companies Act 2013 as applicable the strength of the Board as alsoof 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.
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.
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. Therisk management approach is based on a clear understanding of the variety of risks thatthe organisation faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
Vigil Mechanism & Whistle Blower Policy
The Company has a V igil mechanism & Whistle blower policy under which theemployees are free to report violations of applicable laws and regulations and the Code ofConduct. The reportable matters may be reported to the Vigilance & Ethics Officerwhich operates under the supervision of the Audit Committee as protected disclosuresthrough an e-mail or dedicated telephone line or a written letter. Employees may alsoreport directly to the Chairman of the Audit Committee. The said Policy is available onthe website 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 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.
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.
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 ofequity shares with differential rights as to dividend voting or otherwise. iii. Issue ofshares (including sweat equity shares) to employees of the Company under any scheme. iv.The Company does not have any scheme of provision of money for the purchase of its ownshares by employees or by trustees for the benefit of employees. v. Neither the ManagingDirector nor the Whole Time Director of the Company receives any remuneration orcommissions from any of its subsidiaries. vi. No significant or material orders werepassed by the regulators or courts or tribunals which impact the going concern status andCompany's operations in future. vii. No fraud has been reported by the Auditors to theAudit Committee or the Board.
The Board of Directors would like to express their sincere appreciation for theassistance and support received from the banks Government authorities customers vendorsand members during the year under review. The Board of Directors also wish to place onrecord its deep sense of appreciation for the committed services by the Company'sexecutives staff and workers.
| ||For and on behalf of the Board of Directors |
|Date : May 25 2018 ||Ashish Patel |
|Place : Ahmedabad ||Chairman CEO & Managing Director |