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Raja Bahadur International Ltd.

BSE: 503127 Sector: Infrastructure
NSE: N.A. ISIN Code: INE491N01016
BSE 12:04 | 29 Jun 4194.45 199.45
(4.99%)
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3995.00

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4194.45

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3995.00

NSE 05:30 | 01 Jan Raja Bahadur International Ltd
OPEN 3995.00
PREVIOUS CLOSE 3995.00
VOLUME 3
52-Week high 16536.70
52-Week low 3231.80
P/E
Mkt Cap.(Rs cr) 105
Buy Price 3861.00
Buy Qty 1.00
Sell Price 4100.00
Sell Qty 2.00
OPEN 3995.00
CLOSE 3995.00
VOLUME 3
52-Week high 16536.70
52-Week low 3231.80
P/E
Mkt Cap.(Rs cr) 105
Buy Price 3861.00
Buy Qty 1.00
Sell Price 4100.00
Sell Qty 2.00

Raja Bahadur International Ltd. (RAJABAHADURINT) - Director Report

Company director report

Your Directors have pleasure in submitting their 95th Annual Report togetherwith the Audited Statement of Accounts for the year ended 31st March 2021.

FINANCIAL RESULTS

The financial results of the Company (Standalone) are summarized as under:

Rs. in Lakhs

Particular Year ended 31.03.2021 Year ended 31.03.2020
Gross Profit/(Loss) before Depreciation Finance Cost Taxation and Extra Ordinary Items 1702.75 4594.97
Finance Cost 1172.59 1221.62
Profit / (Loss) before Depreciation Taxation & Extra Ordinary Items 530.16 3373.35
Depreciation 107.93 83.79
Profit / (Loss) before Taxation 422.23 3289.56
Provision for Taxation:
- Current Tax (MAT)

-

-

- Deferred Tax (1355.99) 21.32
- Income Tax (excess) Provision of Earlier Years (46.60)
- MAT Credit Written Off of Earlier Years - 54.72
Profit/ (Loss) after Tax 1778.22 3260.12
Other Comprehensive Income (net of tax) 0.04 1.08
Total Comprehensive Income 1778.18 3261.20

STATE OF COMPANY'S AFFAIRS

Your Directors are pleased to state that:-

Your company has managed to navigate an unprecedented year filled with challenges thekey highlights are as follows:-

1. Phase - II consisting of Wing - D of its residential project "PittieKourtyard" at Kharadi Pune has been granted completion certificate before the duedate. The sales performance has been very satisfactory considering the challenging marketconditions and the Company has cleared the loan on the project.

2. A majority of the licensees/lessees of the Company have continued their presencealbeit with prevalent restrictions. Most exiting licensees were replaced by new licensees.

3. The company is actively working on further development of its assets.

MATERIALCHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR 2020-21

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.

IMPACT OF COVID-19 PANDEMIC

In the last F.Y. 2020-21 the COVID-19 pandemic developed rapidly into a global crisisforcing governments to enforce lock-downs of all economic activity from time to time. Inview of the evolving COVID-19 (Corona virus Disease 2019) situation and to comply with thedirections of Government of India/ Maharashtra the Company has allowed work from homefrom time to time for employees/ Executives to work remotely and securely. Given that thepandemic related restrictions are still evolving and are in flux the overall businessimpact remained uncertain.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year FY 2020-21.

DIVIDEND

To conserve the resources your directors do not recommend dividend on the equity sharesof the Company for the financial year 2020-21.

MANAGEMENT DISCUSSION AND ANALYSIS

i. Industry Structure Developments and Outlook

The pandemic has resulted in a re-assessment of the attractiveness of various assetclasses within of real estate (residential commercial retail etc.). While theimplications on each real estate asset class are still getting crystallized there arebright spots in residential real estate which has seen a revival of the luxury segment.The listed REITs and commercial real estate players have shown robust collection despitethe pandemic whereas retail and hospitality have been the most affected segments.

ii. Opportunities and Threats

The revival in residential real estate bodes well for the sector in general as it willincrease liquidation of inventories and boost liquidity of real estate developers. A lowinterest rate regime for home loans has also increased the attractiveness of homes.

Pandemic related restrictions may increase the length of the sales and constructioncycle. A potential third wave which is conjectured to be bigger than the second wave mayresult in a re-imposition of lock-down like measures.

iii. Segment Wise Performance

Your Company has only one segment i.e. Construction and Real Estate Development.Revenue and expenses have been identified on the basis of accounting standard asapplicable and guidance note issued by Institute of Chartered Accountant of India for thissector.

iv. Risks and Concerns

The Company can be exposed to various risks due to health impact on personnel and theirfamilies due to the pandemic and the business operations due to lock down likerestrictions. Additionally Maharashtra saw changes in its development control rules thedetails of which are still being ironed out.

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 Company's operational income is Rs. 9388.98 lakhs(previous year 882.40 lakhs) and other income is Rs. 700.72 lakhs (previous yearRs.4784.60 lakhs). Company has generated a Profit of Rs. 1778.19 lakhs (previous yearprofit of Rs. 3261.20 lakhs).

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'srelation continued to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manoharlal M. Pittie (DIN No.: 00760307) Director of the Company retires byrotation in accordance with the provisions of Section 152 of the Companies Act 2013 (Act)at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment.

Mr. Shridhar Pittie (DIN No.: 00562400) was re-appointed as Managing Director for aperiod of three years with effect from June 30 2020 at the meeting of the Board ofDirectors of the Company held on June 25 2020 and as approved by members in the AnnualGeneral Meeting held on September 29 2020.

In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company:

• Mr. Shridhar Pittie- Managing Director

• Mr. Sajjan Kumar Jhunjhunwala- Chief Financial Officer

• Mr. Akash Joshi- Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Nayankumar C. Mirani (DIN No.: 00045197) and Mr. Mohan V. Tanksale (DIN No.:02971181) Independent Directors of the Company had submitted declarations that each ofthem meet the criteria of independence as provided in sub Section (6) of Section 149 ofthe Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations" and there has been no change in the circumstances which may affect theirstatus as Independent Director during the year. In the opinion of the Board theIndependent Directors possess appropriate balance of skills experience and knowledge asrequired. In terms of Regulation 25(8) of SEBI Listing Regulations independent directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to discharge theirduties.

NUMBERS OF MEETINGS OF THE BOARD

During the year 2020-21 five board meetings were convened and held i.e on 25.06.202028.07.2020 15.09.2020 10.11.2020 and 13.02.2021. The maximum interval between themeetings did not exceed the period prescribed under Companies Act 2013. Details ofattendance are attached and form part of the Annual Report.

COMMITTEE OF BOARD OF DIRECTORS

The Committees of the Board have been constituted/ reconstituted in accordance with theprovisions of the Companies Act 2013. Currently the Board has the following Committees:

Audit Committee Nomination & Remuneration Committee and Share Transfer Committee.The details pertaining to composition of meetings held during the year and the attendanceof directors in respect of the meetings of these Committees are attached and form part ofthe Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism("Vigil Mechanism") for employees including directors of the Company to reportgenuine concerns. The provisions of this policy are in line with the provisions of theSection 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the

Company's website :- http://www.rajabahadur.com

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS

The remuneration policy for directors and senior management and the criteria forselection of candidates for appointment as directors independent directors seniormanagement as adopted by the Board of Directors are placed on the Company's website at(https://www.rajabahadur.com/coc.php). There has been no change in the policies since thelast fiscal year.

The Board of Directors affirm that the remuneration paid to the directors is as per theterms laid out in the remuneration policy of the Company.

EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board's own performance Board Committees and IndividualDirectors was carried out pursuant to the provisions of the Act in the following manner:

Sr. Performance No. 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 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 Evaluation of risk look into governance and compliance review grievance of investor check availability of sufficient funds information and functioning fulfilment of key responsibilities performance of specific duties and obligations timely flow of information contribution to the discussion 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. More details on risk management arecovered in the Management Discussion and Analysis forming a part of the Annual Report.

The Covid-19 pandemic highlighted the importance of effective risk management andcontingency planning and the Company and Board are evaluating this policy in view of therisks that have been particularly highlighted by the pandemic.

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(5) of the Companies Act 2013:

i. that in the preparation of the annual accounts for year ended 31st March2021 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 31stMarch 2021 and of the profit 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 system of internal financial controls over financialreporting as required under the Act. Internal control systems comprising of policies andprocedures are designed to ensure sound management of your Company's operationssafekeeping of its assets optimal utilization of resources reliability of its financialinformation and compliance. The Audit Committee of the Board reviews the internal controlsystems with the Management Internal Auditors and Statutory Auditors.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

Raja Bahadurs Realty Limited is wholly owned subsidiary of the Company is engaged inthe business of real estate and property development activities. The salient features ofthe financial summary statement in Form AOC - 1 is enclosed as "Annexure - D."

The Company does not have any Joint Ventures / Associates.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with theprovisions of the Section 129 of the Act read with the Companies (Accounts) Rules 2014applicable Indian Accounting Standards (IND-AS) and the provisions of the ListingRegulations and forms part of the Annual Report.

DEPOSITS

During the year the Company has not accepted any public deposits in terms of Section73 of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 Annual Return of theCompany as at 31st March 2021 is uploaded on the website of the Company at Weblink: https://www.rajabahadur.com/coc.php.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Jain P.C. & Associates CharteredAccountants (FRN No. 126313W) were appointed as Statutory Auditors of the Company for aperiod of five years at the 91st AGM held on 15.09.2017 to hold office till theconclusion of the 96th AGM to be held in the year 2022.

M/s. Jain P.C. & Associates Statutory Auditors have confirmed that they are notdisqualified to act as Auditors and are eligible to hold office as Statutory Auditors ofyour Company and they would continue to hold the office of Statutory Auditors for thefinancial year 2021-22.

During the year under review the statutory Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134

(3)(f) of the Act.

There were no qualification/ adverse remark/ observation of the statutory Auditorsrelating to financial statement and they have given unmodified opinion report.

SECRETARIAL AUDIT REPORT

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 2020-21 and the Secretarial Auditors' Report issuedby them is attached hereto as "Annexure-A".

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of allapplicable secretarial standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

COST AUDITORS

The provisions of section 148 are not applicable to the Company and accordingly themaintenance of cost records as specified by the Central Government under sub-section (1)of section 148 of the Companies Act 2013 is not required.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in"Annexure-B" to this Report.

Details of employees remuneration as required under provisions of Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available on your Company's websiteat (https://www.rajabahadur.com/Dis.php).

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-C".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 ("the Act") readwith Companies (Corporate Social Responsibility Policy) Rules 2014 are not applicable toyour Company.

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 complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and has not received any complaint of sexualharassment during the financial year 2020-21.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2021-2022.

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 earnings and outgo during the year under report.CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance is not applicable to the Company.

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.

ACKNOWLEDGEMENT

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 For and on behalf of the Board
Shridhar Pittie N.C.Mirani
(DIN : 00562400) (DIN : 00045197)
Managing Director Independent Director
Place :- Mumbai
Date :- 15th June 2021

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