Your Directors have pleasure in submitting their Ninety-Third AnnualReport together with the Audited Statement of Accounts for the year ended 31st March2019.
The financial results of the Company (Standalone) are summarized asunder:
Rs in Lakhs
|Particular ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|Gross Profit / (Loss) before Depreciation Finance Cost Taxation and Extra Ordinary Items ||(378.55) ||(561.88) |
|Finance Cost ||992.34 ||775.96 |
|Profit / (Loss) before Depreciation ||(1370.89) ||(1337.84) |
|Taxation & Extra Ordinary Items || || |
|Depreciation ||70.50 ||49.46 |
|Profit / (Loss) before Taxation ||(1441.39) ||(1387.30) |
|Provision for Taxation || || |
|- Current Tax (MAT) ||- ||- |
|- Deferred Tax ||(3.40) ||(19.37) |
|- Income Tax (excess) Provision of Earlier Years || ||(1.28) |
|Profit / (Loss) after Tax ||(1437.99) ||(1366.65) |
|Other Comprehensive Income (net of tax) ||9.97 ||5.23 |
|Total Comprehensive Income ||(1428.02) ||(1361.42) |
STATE OF COMPANY'S AFFAIRS
Your Directors are pleased to state that Phase - II consisting of Wing- D of its residential project Pittie Kourtyard is making good progress &RCC work of the same has been completed and other work of the project is under progress.The customers response to the project has been satisfactory. Your Company has also givenon leave and license basis existing structures at 5 Raja Bahadur Motilal Road Pune afterrefurbishing and renovating the same. This will add a new revenue stream for the company.The company is working on the further development of its assets.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR -
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.
DIVIDEND & RESERVES
During the year under review in view of loss your Directors do notrecommend any dividend for the Financial Year 2018-19 and also no amount was transferredto Reserves.
MANAGEMENT DISCUSSION AND ANALYSIS
i. Industry Structure Developments and Outlook
The financial year 2018-19 has been marked by several historic economicpolicy developments.
During the F.Y. 2018-19 the demand situation in the residentialsegment remained subdued. The luxury segment was
most hit with very low absorption levels across markets. The outlookfor real estate sector for short term remains uncertain. High financing cost continues toimpact the business of real estate.
ii. Opportunities and Threats
The Real Estate Regulation and Development Act 2016 along with itsrules and regulations has been notified and came in to force on 1st May 2017 (Central Act16 of 2016). This has been enacted to primarily regulate the real estate industry. Theenforcement of this new legislation is definitely a step in the right direction. This willalso attract investments in the sector and restore the confidence of the buyers and othersstakeholders in the sector.
The implementation of the Act is a big challenge in the initial years.The strict provisions of the Act will result in a shakeout in this sector and bring aboutmore healthy competition and transparency. This should help organized sector player likeus in the long run.
Overall the Real Estate sector is showing growth as compared to lastyear. Consequently we believe that the Indian real estate sector will emerge strongerhealthier and capable of long periods of sustained growth provided adequatepolicy/regulatory support.
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.
iv. Risks and Concerns
The Company can be exposed to various risks if not identified andaddressed in time due to unjustified activism and rapidly changing and reversal of laws.
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 ? 946.46lakhs (previous year ^1031.29 lakhs) and other income is ? 75.58 lakhs (previous year ?3.90 lakhs). Company has incurred loss of ? 1428.02 lakhs (previous year ? 1361.42 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. Theemployees relation continued to be satisfactory.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Manoharlal M. Pittie (DIN No.: 00760307) Director of the Companyretires by rotation at the ensuing Annual General Meeting and is eligible forre-appointment.
Term of office of appointment of Mr. Madhav L. Apte (DIN No.:00003656) Mr. Nayankumar C. Mirani (DIN No.: 00045197) as Independent Directors of theCompany will expire on February 09 2020. As per Section 149 of the Companies Act 2013read with rules made thereunder their re-appointment for second term requires the priorapproval of the sharesholders of the company by way of passing of special resolution ingeneral meeting. On the basis of the results of the performance evaluation of theIndependent Directors declaration of independence received from these IndependentDirectors the Board recommends their re-appointment as Independent Directors for secondterm of five consecutive years at the ensuing AGM.
Mr. Rohit Taparia resigned as Company Secretary and Compliance Officereffective from August 11 2018 and in his place Mr. Akash Joshi has been appointed asCompany Secretary and Compliance Officer effective from November 13 2018.
DECLARATION FROM INDEPENDENT DIRECTORS
Mr. Madhav L. Apte (DIN No.: 00003656) Mr. Nayankumar C. Mirani (DINNo.: 00045197) and Mr. Mohan V. Tanksale (DIN No.: 02971181) Independent Directors of theCompany had submitted declarations that each of them meet the criteria of independence asprovided in sub Section (6) of Section 149 of the Act 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.
NUMBERS OF MEETINGS OF THE BOARD
During the year five Board meetings were convened and held. Themaximum interval between the meetings did not exceed the period prescribed under CompaniesAct 2013.
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. The details of meetings held during the year and the attendance ofdirectors in respect of the meetings of these Committees are attached and form part of theAnnual Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations. To maintain these standards the Companyencourages its employees who have concerns about suspected misconduct to come forward andexpress these concerns without fear of punishment or unfair treatment. A Vigil (WhistleBlower) Mechanism formulated by the Company provides a channel to the employees andDirectors to report to the management concerns about unethical behaviour actual orsuspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides foradequate safeguards against victimization of employees and Directors to avail of themechanism and also provide for direct access to the Managing Director/Chairman of theAudit Committee in exceptional cases. The revised policy is placed on the website of theCompany which includes provisions enabling employees to report instances of leak ofunpublished price sensitive information as per Reg. 9A Sub Reg. 6 of SEBI (Prohibition ofInsider Trading) Regulations 2015.
Web link: https://www.raiabahadur.com/coc.php
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FORINDEPENDENT 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.
We 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 Committeesand Individual Directors was carried out pursuant to the provisions of the Act in thefollowing 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. 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.
DIRECTORS RESPONSIBILITY 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(3)(c) of the Companies Act 2013
i. that in the preparation of the annual accounts for year ended 31stMarch 2019 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 & prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year on 31 st March 2019 and of the loss of the Company for the year ended onthat 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 (Formerly known as Raja Bahadur MotilalExport Import Limited) wholly owned subsidiary of the Company is engaged in the businessof real estate and property development activities. The salient features of the financialsummary statement in Form AOC -1 is enclosed as Annexure - E.
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 Act read with the Companies (Accounts) Rules 2014 applicableAccounting Standards and the provisions of the Listing Regulations and forms part of theAnnual Report.
The Company has not accepted any public deposits in terms of Section 73of the Act.
EXTRACT OF ANNUAL RETURN
In accordance with the requirements of Section 92 (3) of the CompaniesAct 2013 and rule 12 (1) of the Companies (Management and Administration) Rules 2014 anabstract of Annual Return in Form MGT-9 is enclosed as Annexure-A.
A copy of the annual return is made available on the website of ourCompany.
Web link: https://www.rajabahadur.com/coc.php.
AUDITORS AUDIT REPORT AND THEIR OBSERVATIONS
Pursuant to the provisions of Section 139 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 M/s. Jain PC. & AssociatesChartered Accountants (FRN No. 126313W) were appointed as Statutory Auditors of theCompany for a period of five years at the 91st Annual General Meeting of theCompany (AGM) held on 15.09.2017 to hold office till the conclusion of the 96lhAGM to be held in the year 2022.
The Statutory Auditors have confirmed that they are not disqualified toact as Auditors and are eligible to hold office as Statutory Auditors of your Company.M/s. Jain PC. & Associates Chartered Accountants (FRN No. 126313W) would continue tohold the office of Statutory Auditors for the financial year 2019-20.
During the year under review the Auditors had not reported any matterunder Section 143 (12) of the Act therefore no detail is required to be disclosed underSection 134 (3)(f) of the Act.
There were no observation of the Auditor relating to financialstatement and auditors have given unmodified opinion report.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 and other applicableprovisions if any of the Companies Act 2013 M/s. Jigyasa Singhi & AssociatesPracticing Company Secretaries were appointed as the Secretarial Auditor for auditing thesecretarial records of the Company for the financial year 2018-19 and the SecretarialAuditors' Report issued by them is attached hereto as Annexure-B.
The Secretarial Audit Report for the financial year ended 31st March2019 does not contain any qualification reservation adverse remark.
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.
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-C" 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 yoursCompany'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-D.
During the financial year your Company entered into related partytransactions which were on an arm's length basis and in the ordinary course of business.All related party transactions were approved by the Audit Committee of your Company.
The details of contracts and arrangement with related parties of yourCompany for the financial year ended 31st March 2019 are given in Notes to the financialstatements of your Company.
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 2018-19.
The Company has paid the listing fees to BSE Limited for the year2019-2020.
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 in view of recent amendments to the SEBI (Prohibition of Insider Trading) 2015 bySEBI (Prohibition of Insider Trading)(Amendment) Regulations 2018 the Policy onDetermination of Legitimate purpose and the Policy on inquiry in case of leak or suspectedleak of UPSI are adopted by the Company and is available on your Company's website at(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.
COMPLIANCES OF SECRETARIAL STANADARD
The company has complied with applicable provisions of SecretarialStandards.
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.
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 |
| ||M. M. PITTIE |
|Place : Mumbai ||(DIN:00760307) |
|Date : 30th May 2019 ||CHAIRMAN |