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Raja Bahadur International Ltd.

BSE: 503127 Sector: Infrastructure
NSE: N.A. ISIN Code: INE491N01016
BSE 14:00 | 16 Aug 3860.00 -193.00
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NSE 05:30 | 01 Jan Raja Bahadur International Ltd
OPEN 3902.00
PREVIOUS CLOSE 4053.00
VOLUME 29
52-Week high 10604.75
52-Week low 3231.80
P/E
Mkt Cap.(Rs cr) 97
Buy Price 3857.00
Buy Qty 2.00
Sell Price 4050.00
Sell Qty 3.00
OPEN 3902.00
CLOSE 4053.00
VOLUME 29
52-Week high 10604.75
52-Week low 3231.80
P/E
Mkt Cap.(Rs cr) 97
Buy Price 3857.00
Buy Qty 2.00
Sell Price 4050.00
Sell Qty 3.00

Raja Bahadur International Ltd. (RAJABAHADURINT) - Director Report

Company director report

RAJA BAHADUR INTERNATIONAL LIMITED

TO

THE MEMBERS

Your Directors have pleasure in submitting their 96th AnnualReport together with the Audited Statement of Accounts for the year ended 31stMarch 2022.

FINANCIAL RESULTS

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

Rs. in Lakhs

Particular Year ended 31.03.2022 Year ended 31.03.2021
Gross Profit/(Loss) before Depreciation Finance Cost Taxation and Extra Ordinary Items 297.97 1702.75
Finance Cost 1030.44 1172.59
Profit /(Loss) before Depreciation Taxation & Extra Ordinary Items (732.47) 530.16
Depreciation 107.73 107.93
Profit /(Loss) before Taxation (840.21) 422.23
Provision for Taxation:
- Current Tax (MAT)
- Deferred Tax (350.82) (1355.99)
- Income Tax (excess) Provision of Earlier Years
- MAT Credit Written Off of Earlier Years
- -
Profit/ (Loss) after Tax (489.38) 1778.22
Other Comprehensive Income (net of tax) 3.57 (0.04)
Total Comprehensive Income (485.81) 1778.18

STATE OF COMPANY'S AFFAIRS

Your Directors are pleased to state that:-

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

1. The Company has been able to sell most of the inventory available atits residential project "Pittie Kourtyard" at Kharadi.

2. Despite the second and third waves of the Covid-19 pandemic theCompany has been able to retain all its existing licensees and attract new licensees aswell.

3. The Company has begun work on creating additional premises forgenerating rental income.

MATERIALCHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR 2021-22

There have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and date of thereport.

IMPACT OF COVID-19 PANDEMIC

The Company is actively monitoring the impact of the global healthpandemic on its financial condition liquidity operations and workforce. The Company hasused the principles of prudence in applying judgments estimates and assumptions based onthe current estimates. In assessing the recoverability of assets such as inventoriesfinancial assets and other assets based on current indicators of future economicconditions the Company expects to recover the carrying amounts of its assets. The extentto which COVID- 19 impacts the operations will depend on future developments which remainuncertain.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year FY 2021-22.

DIVIDEND

To conserve the resources your directors do not recommend dividend onthe equity shares of the Company for the financial year 2021-22.

MANAGEMENT DISCUSSION AND ANALYSIS

i. Industry Structure Developments and Outlook

The pandemic has resulted in a re-assessment of the attractiveness ofvarious asset classes within real estate (residential commercial retail etc.) Theimplications on each real estate asset class are still getting crystallized. There arebright spots in commercial real estate and the same has shown robust collection. Theretail and hospitality segments are also showing improvement.

ii. Opportunities and Threats

Overall the real estate sector is showing growth as compared to lastyear. The year started with encouraging demand-supply balance and relatively healthyenquiries.

However high input cost continuous to impact the business of RealEstate.

iii. Segment Wise Performance

Your Company has only one segment i.e. Construction and Real EstateDevelopment. Revenue and expenses have been identified on the basis of accounting standardas applicable and guidance note issued by Institute of Chartered Accountant of India forthis sector.

Key Financial Ratios For the year ended 31/03/2022 For the year ended 31/03/2021 Increase / Decrease (in % terms) Reason for variances
Current Ratio 0.81 1.42 -43% Decrease in inventories due to sale
Debt-Equity Ratio 4.59 3.36 37% Loss for the year due to decrease in operating revenue in current year as compared to previous year and increase in debt
Debt Service Coverage Ratio 0.58 0.59 -2% -
Return on Equity Ratio -0.28 0.80 -135% Decrease in operating revenue as compared to previous year
Inventory turnover ratio 1.85 3.30 -44% Reduction in average inventory
Debtors turnover ratio 3.57 19.23 -81% Increase in trade receivables
Interest Coverage Ratio 0.18 1.36 -86.43 % Loss for the year due to decrease in operating revenue in current year as compared to previous year
Operating Profit Margin (%) 0.28 0.19 43.89% Loss for the year due to decrease in operating revenue in current year as compared to previous year
Trade payables turnover ratio 2.85 9.15 -69% Increase in trade payables
Net capital turnover ratio 8.54 3.93 117% Decrease in operating revenue as compared to previous year
Net profit (%) -0.16 0.19 -184% Loss for the year due to decrease in operating revenue in current year as compared to previous year
Return on Net Worth (%) 0.02 0.16 -88% Lower EBIT due to decrease in operating revenue in current year as compared to previous year
Return on investment 0.03 0.03 -3% -

iv. Risks and Concerns

Despite a decline in covid related risks during the year the companycannot rule out of future outbreaks of virus which can effect both day to day operationsas well as long-term plans and strategies.

v. Internal Control Systems and their Adequacy

The Company has a well-defined organization structure documentedpolicy guidelines predefined authority levels and an extensive system of internalcontrols system. An independent internal audit firm appointed by the Company conductsaudits to ensure adequacy of internal control systems adherence to management policiesand compliance with the laws and regulations.

vi. Financial Performance

During the year under review Company's operational income is Rs.3068.58lakhs (previous year 9388.98 lakhs) and other income is Rs. 65.20 lakhs (previous yearRs. 700.72 lakhs). Company has generated a Loss of Rs. 485.82 lakhs (previous year profitof Rs. 1778.19 lakhs).

vii. Material development in Human Resources

Your Company firmly believes that success of a company comes from goodHuman Resources. Employees are considered an important asset and key to its success. Theemployee's relation continued to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Malvika S. Pittie (DIN No.: 00730352) Director of the Companyretires by rotation in accordance with the provisions of Section 152 of the Companies Act2013 (Act) at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment.

Mr. Sandeep G. Gokhale (DIN No.: 00693885) was appointed as anAdditional of the Company by the Board on November 12 2021. Further the Board alsoappointed him as an independent director for a period of five years with effect fromNovember 12 2021 subject to the approval of shareholder in the upcoming AGM .

Necessary special resolution of his appointment is therefore proposedat the ensuing AGM for approval by the members.

Term of appointment of Mr. Mohan V. Tanksale as an Independent Directorof the Company will expire on August 10 2022. The Board recommends his re-appointment foranother term of five years. Necessary special resolution for his re-appointment istherefore proposed at the ensuing AGM for approval by the members.

Mr. Manoharlal M. Pittie (DIN - 00760307) resigned from his office asNon-Executive Director and Chairman of the Company w.e.f May 27 2022. The Board placed onrecord the sincere appreciation of valuable advice/ service rendered by him during histenure as NonExecutive Director and Chairman of Company.

Mr. Shridhar Pittie (DIN - 00562400) was designated as a Chairman ofthe Company w.e.f May 27 2022.

In terms of Section 203 of the Act the following are the KeyManagerial 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) Mr. Mohan V. Tanksale(DIN No.: 02971181) and Mr. Sandeep G. Gokhale Independent Directors of the Company hadsubmitted declarations that each of them meet the criteria of independence as provided insub Section (6) of Section 149 of the Act and Regulation 16(1)(b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations" and there has been no change in thecircumstances which may affect their status as Independent Director during the year. Inthe opinion of the Board the Independent Directors possess appropriate balance of skillsexperience and knowledge as required. In terms of Regulation 25(8) of SEBI ListingRegulations independent directors have confirmed that they are not aware of anycircumstance or situation which exists or may be reasonably anticipated that could impairor impact their ability to discharge their duties.

NUMBERS OF MEETINGS OF THE BOARD

During the year 2021-22 five board meetings were convened and held i.eon 15.06.2021 12.08.2021 12.11.2021 14.02.2022 and 24.03.2022. The maximum intervalbetween the meetings did not exceed the period prescribed under Companies Act 2013.Details of attendance are attached and form part of the Annual Report.

COMMITTEE OF BOARD OF DIRECTORS

The Committees of the Board have been constituted/ reconstituted inaccordance with the provisions of the Companies Act 2013. Currently the Board has thefollowing Committees:

Audit Committee Nomination & Remuneration Committee and ShareTransfer Committee as the shareholder of the Company exceeded 1000 during the year thedirectors considered to rename and reconstitute the Share Transfer and ShareholdersGrievance Committee as Stakeholders Relationship Committee. The details pertaining tocomposition of meetings held during the year and the attendance of directors in respect ofthe meetings of these Committees are attached and form part of the Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy toprovide a mechanism ("Vigil Mechanism") for employees including directors of theCompany to report genuine concerns. The provisions of this policy are in line with theprovisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism)is uploaded on the Company's website http://www.rajabahadur.com

POLICY UN DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FURINDEPENDENT DIRECTORS

The remuneration policy for directors and senior management and thecriteria for selection of candidates for appointment as directors independent directorssenior management as adopted by the Board of Directors are placed on the Company's websiteat (https://www.rajabahadur.com/coc.php). There has been no change in the policies sincethe last fiscal year.

The Board of Directors affirm that the remuneration paid to thedirectors is as per the terms 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 Committeesand Individual 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 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 managementpolicy and is responsible for reviewing the risk management plan and ensuring itseffectiveness. The audit committee has additional oversight in the area of financial risksand controls. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. More details on riskmanagement are covered in the Management Discussion and Analysis forming a part of theAnnual Report.

The Covid-19 pandemic highlighted the importance of effective riskmanagement and contingency planning and the Company and Board are evaluating this policyin view of the risks that have been particularly highlighted by the pandemic.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanation obtained your Directors make the following statements interms of Section 134(5) of the Companies Act 2013:

i. that in the preparation of the annual accounts for year ended 31stMarch 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

ii. that such accounting policies have been selected and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year on 31st March 2022 and of the loss of the Company for the yearended on that date;

iii. that proper and sufficient care have been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv. that the annual accounts have been prepared on a 'going concern'basis;

v. that proper internal financial controls were in place and that suchinternal financial controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate system of internal financial controlsover financial reporting as required under the Act. Internal control systems comprising ofpolicies and procedures are designed to ensure sound management of your Company'soperations safekeeping of its assets optimal utilization of resources reliability ofits financial information and compliance. The Audit Committee of the Board reviews theinternal control systems with the Management Internal Auditors and Statutory Auditors.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

Raja Bahadurs Realty Limited is wholly owned subsidiary of the Companyis engaged in the business of real estate and property development activities. The salientfeatures of the 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 accordancewith the provisions of the Section 129 of the Act read with the Companies (Accounts)Rules 2014 applicable Indian Accounting Standards (IND-AS) and the provisions of theListing Regulations and forms part of the Annual Report.

DEPOSITS

During the year the Company has not accepted any public deposits interms of Section 73 of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of theAct read with Rule 12 of the Companies (Management and Administration) Rules 2014 AnnualReturn of the Company as at 31st March 2022 is uploaded on the website of theCompany at Web link: https://www.rajabahadur.com/coc.php.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 the term of appointment of M/s.Jain P.C. & Associates Chartered Accountants (FRN No. 126313W) as Statutory Auditorsof the Company will expire at the ensuing AGM. Necessary resolution of theirre-appointment for second term of five years subject for approval by the members at theensuing 96st AGM.

M/s. Jain P.C. & Associates Statutory Auditors have given consentto act as auditors and confirmed that they are eligible for re-appointment.

During the year under review the statutory Auditors had not reportedany matter under Section 143 (12) of the Act therefore no detail is required to bedisclosed under Section 134 (3)(f) of the Act.

There were no qualification/ adverse remark/ observation of thestatutory Auditors relating to financial statement and they have given unmodified opinionreport.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicableprovisions of the Companies Act 2013 M/s. Jigyasa Singhi & Associates PracticingCompany Secretaries Secretarial Auditors have issued the Secretarial Auditors' Report andtheir report is attached hereto as "Annexure-A".

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with theprovisions of all applicable secretarial standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

COST AUDITORS

The provisions of section 148 are not applicable to the Company andaccordingly the maintenance of cost records as specified by the Central Government undersub-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 andemployees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 aregiven in "Annexure-B" to this Report.

Details of employees remuneration as required under provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are available on yourCompany's website at (https://www.rajabahadur.com/Dis.php).

RELATED PARTY TRANSACTIONS

The Board has framed a policy for related party transactions.Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Actread with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2 andthe same forms part of this report as

"Annexure-C".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 ("theAct") read with Companies (Corporate Social Responsibility Policy) Rules 2014 arenot applicable to your Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made thereunder. All employees (permanent contractualtemporary trainees) are covered under this policy.

The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and has not received any complaint ofsexual harassment during the financial year 2020-21.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year2022-2023.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Proceduresfor Fair Disclosure of Unpublished Price Sensitive Information and Code of InternalProcedures and Conduct for Regulating Monitoring and reporting of Trading by Insiders inaccordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation2015 and is available on our website (www.rajabahadur.com)

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investmentsin contravention of the provisions of the Section 186 of the Companies Act 2013. Thedetails of the loans and guarantees given and investments made by the Company are providedin the notes to the financial statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

In view of nature of business of the Company particulars regardingconservation of energy and technology absorption are not given. However the Company hastaken various measures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year underreport.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate 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 courtthat would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

The Board of Directors are thankful to its Bankers and Institutions forthe support and financial assistance from time to time.

Your Directors are pleased to place on record their sincereappreciation to all the employees of the Company whose untiring efforts have madeachieving its goal possible. Your Directors wish to thank the Central and StateGovernments customers suppliers business associates shareholders for their continuedsupport and for the faith reposed in your 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 :- 27th May 2022

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