Your Directors have pleasure in presenting their twelfth Annual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended 31st March 2018.
A summary of Consolidated and Standalone financial results of your Company for the yearended 31st March 2018 is given below:
| || |
|Particulars ||2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Total Income ||3741.57 ||3207.97 ||2357.19 ||1981.73 |
|Less: Expenses ||2846.25 ||1820.08 ||2012.86 ||1434.04 |
|Profit before interest and depreciation ||895.32 ||1387.89 ||344.33 ||547.69 |
|Less: a) Interest ||333.23 ||515.44 ||206.97 ||419.99 |
|b) Depreciation & Amortisation ||68.22 ||67.60 ||58.23 ||58.27 |
|Profit before taxation ||493.87 ||804.85 ||79.12 ||69.43 |
|Less:- Provisions for current tax and deferred tax ||117.33 ||193.13 ||(3.81) ||13.64 |
|Profit After Tax ||376.54 ||611.72 ||82.94 ||55.79 |
|Add: Share of Profit/(Loss) in Associates ||0.18 ||21.25 || || |
|Less:- Minority Adjustment ||32.18 ||34.52 || || |
|Profit After Tax after minority adjustments ||344.54 ||598.45 ||82.94 ||55.79 |
|Add: Balance brought forward from last year ||5246.67 ||4313.27 ||3036.46 ||2980.67 |
|Balance available for appropriations ||5591.21 ||4911.72 ||3119.40 ||3036.46 |
|Less: Appropriations || || || || |
|a) Provision for proposed dividend on equity shares || || || || |
|b) Provision for dividend tax || || || || |
|c) Dividend distribution tax for earlier years || || || || |
|Balance carried to the Balance Sheet ||5591.21 ||4911.72 ||3119.40 ||3036.46 |
REVIEW OF OPERATION AND STATE OF COMPANY'S AFFAIRS
During the year under review your Company has executed and handed over possession ofResidential/ Commercial projects covering an area of around 55274.95 square feet.Presently your Company has eleven on-going projects of which there are six GovernmentProjects at various stages of planning and development. These include housing projectsintegrated townships shopping malls and commercial complexes.
During the period under review your Company focused on improving productivityreducing costs and utilized its cash flows most effectively.
The Company has posted a net profit of Rs 82.94 Lakhs for the year ended 31st March2018 against a net profit of Rs. 55.79 Lakhs in the previous year. Total Revenue stands atRs. 2357.19 Lakhs for the year ended 31st March 2018 and Rs. 1981.73 Lakhs for the yearended 31st March 2017.
The consolidated net profit of the Company is Rs. 376.72 Lakhs for the year ended 31stMarch 2018 against a net profit of Rs. 633.67 Lakhs in the previous year. ConsolidatedRevenue stands at Rs. 3741.57 Lakhs for the year ended 31st March 2018 and Rs. 3207.97Lakhs for the year ended 31st March 2017.
DIVIDEND & RESERVES
In order to conserve existing resources and to meet the investment needs of theCompany your Directors do not recommend any dividend for the financial year 2017-18.
The Company does not propose to transfer any amount to its Reserves.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
Your Company together with its Subsidiaries and Associate Company are involved inConstruction Activities and are also providing rental services. As on March 312018 yourCompany has ten Subsidiaries and one Associate Company. During the financial year underreview none of the Companies have become or ceased to be Subsidiaries or AssociateCompany. The details of the Subsidiaries and the Associate Company form a part of theextract of Annual Return which is annexed to this report as Annexure- 1.
Pursuant to Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "the Listing Regulations")the Company has formulated a Policy on Material Subsidiary and the same is available onthe website of the Company at the link:
http://www.rdbindia.com/pdf/codes%20and%20policies/p olicy on material subsidiary2015.pdf.
In accordance with Section 129(3) of the Companies Act 2013 (hereinafter referred toas "the Act") read with the rules framed there under the ListingRegulations and the Indian Accounting Standards your Company has prepared ConsolidatedFinancial Statements which includes financial information of all its Subsidiaries andAssociate Company.
The statement in Form AOC - 1 containing the salient features of the performance andfinancial position of each of the Subsidiary & Associate Company is annexed to thefinancial statements of your Company which forms a part of this Annual Report. Further asper section 136 of the Companies Act 2013 the audited financial statements includingthe consolidated financial statements and related information of the Company and theannual audited accounts of each of the subsidiaries are available at our website atwww.rdbindia.com
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134(3)(c) and section 134(5) of the Act the Directors to the bestof their knowledge hereby state and confirm that:
1. In the preparation of the annual accounts for the year ended 31st March 2018 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
2. The accounting policies have been selected and applied consistently and thejudgments and estimates made 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 profitof the Company for that period;
3. Proper and sufficient care had been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. The internal financial controls to be followed by the Company have been laid downand such internal financial controls are adequate and are operating effectively; and
6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
BOARD OF DIRECTORS
The Board comprises of an optimum mix of Executive and Non-Executive Directorsincluding Independent Directors. The Board's composition and size is in compliance withthe provisions of the Act and the Listing Regulations. The details of the Directors ofyour Company and the remuneration drawn by the Directors are given in the Extract ofAnnual Return which is annexed to this report as Annexure- 1.
None of the Directors of the Company are disquali?ed for being appointed as Directorsas speci?ed in section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Quali?cation of Directors) Rules 2014.
(a) APPOINTMENT/ RE-APPOINTMENTAND RESIGNATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL
Retirement by Rotation:
In accordance with the Articles of Association of the Company and Section 152 of theAct Mr. Pradeep Kumar Pugalia (DIN: 00501351) shall retire by rotation at the ensuingAnnual General Meeting ("AGM") and being eligible offers himself forre-appointment. The Board of Directors recommend his re-appointment. At the ending AnnualGeneral Meeting
A brief resume of the Director being reappointed as required under Regulation 36(3) ofthe Listing Regulations forms a part of the Notice convening the ensuing AGM.
Re-appointment of Independent Directors
Mr. Ravi Prakash Pincha (DIN: 00094695) and Mr. Om Prakash Rathi (DIN: 00278191) wereappointed as Independent Directors of the Company for a term of five consecutive yearsw.e.f. 1st April 2014 to hold office till 31st March 2019.
In terms of Section 149(10) and all other applicable provisions of the Act and theListing Regulations the Board of Directors of your Company pursuant to therecommendation of the Nomination and Remuneration Committee and based on the report ofperformance evaluation at their meeting held on 27th July 2018 decided to place theproposal for re-appointment of Independent Directors for a further term of fiveconsecutive years w.e.f. 1st April 2019 at the ensuing Annual General Meeting whoseperiod of office shall not be liable to determination by retirement of Directors byrotation.
The Independent Directors have given their consent to be re-appointed and havefurnished necessary declarations to the Board of Directors that they meet the criteria ofindependence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations.
Appointment and Resignation
During the year under review Mr. Mahendra Pratap Singh (DIN: 02028933) has resignedfrom the post of NonExecutive Independent Director with effect from 13th October 2017.
Mrs. Madhuri Gulgulia Company Secretary & Compliance Officer of your Company hastendered her resignation w.e.f. 20th May 2018. In order to fill up the vacancy createddue to her resignation the Board has appointed Ms. Prachi Todi an Associate Member ofthe Institute of Company Secretaries of India to hold office as the Company Secretary& Compliance Officer of the Company with effect from 6th July 2018.
(b) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OFSECTION 149 OF THE ACT AND REGULATION 16 OF THE LISTING REGULATIONS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down in Section 149(6) ofthe Companies Act 2013 read with the Rules made there under and Regulation 16 of theListing Regulations.
(c) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarized with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc in compliance with Regulation 25(7) of the ListingRegulations. The familiarization programs imparted to the Independent Directors during theyear with details required as per Regulation 46 of the Listing Regulations is available onthe Company's website at the link:
http://www.rdbindia.com/pdf/codes%20and%20policies/FA MILIARIZATION PROGRAMME.pdf
(d) MEETING OF THE BOARD OF DIRECTORS
The Board met seven times during the year under review on 27th May 2017; 6th June2017; 14th August 2017; 14th September 2017; 3rd November 2017; 14th December 2017 and14th February 2018 in compliance with the Companies Act 2013 and the ListingRegulations. The intervening gap between the meetings is well within the period prescribedunder the Companies Act 2013. The detailed information of the Meetings of the Board aregiven in the Corporate Governance Report which forms part of this Annual Report.
(e) APPOINTMENT AND REMUNERATION POLICY OF THE COMPANY
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure - 2 and forms part of this Report. The Nomination andRemuneration Policy of the Company is available on the Company's website at thelink:http://www.rdbindia.com/pdf/codes%20and%20policies/nomination-remuneration-policy.pdf
(f) FORMAL ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations the Nomination andRemuneration Committee and the Board has carried out the performance evaluation of theBoard as a whole the Directors individually (including Independent Directors) and theworking of the Committees of the Board. The evaluation was done on the basis of structuredfeedback forms which included parameters such as level of engagement and contributionindependence of judgments maintenance of integrity confidentiality etc.
Further in the separate meeting of Independent Directors held during the year underreview the performance of NonIndependent Directors performance of the Board as a wholeand the performance of the Chairperson was evaluated and the quality quantity andtimeliness of flow of information between the Company's Management and the Board wasassessed.
The Directors expressed their satisfaction with the overall evaluation process.
COMMITTEES Audit Committee
The composition and terms of reference of the Audit Committee is in accordance with theprovisions of the Act and the Listing Regulations and has been furnished in the CorporateGovernance Report which forms a part of this Annual Report. There has been no instancewhere the Board has not accepted the recommendations of the Audit Committee.
Nomination and Remuneration Committee
The composition and terms of reference of the Nomination and Remuneration Committee isin accordance with the provisions of the Act and the Listing Regulations and has beenfurnished in the Corporate Governance Report which forms a part of this Annual Report.
Stakeholders' Relationship Committee
The composition and terms of reference of the Share transfer cum StakeholdersRelationship Committee is in accordance with the provisions of the Act and the ListingRegulations and has been furnished in the Corporate Governance Report which forms a partof this Annual Report.
Corporate Social Responsibility Committee
The composition and terms of reference of the Corporate Social Responsibility Committeeis in accordance with the provisions of the Act and has been furnished in the CorporateGovernance Report which forms a part of this Annual Report.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in accordance with section 134(3)(a) of the CompaniesAct 2013 read with the Rules made there under in Form No. MGT - 9 forms part of theBoard's Report and is annexed herewith as Annexure - 1.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control system and suggests improvements to strengthen thesame. In the opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company. During the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has formulated a Risk Management Policy whichaims at enhancing Shareholders' value and providing an optimum risk reward tradeoff. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures. The Audit Committee oversees the risk management andmitigation which is reviewed by the Board periodically at its meetings. During the yearno major risks were noticed which may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility ("CSR") Policy ofthe Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in Annexure - 3 of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. The policy is available onthe website of the Company at the link:http://www.rdbindia.com/pdf/codes%20and%2Qpolicies/p olicy on corporate socialresponsibility.pdf
POLICY ON PREVENTION OF INSIDER TRADING
Your Company has adopted a "Code of Practice & Procedure for FairDisclosure" as envisaged under SEBI (Prohibition of Insider Trading) Regulations2015 with a view to Regulate trading in equity shares of the Company by the Directors andDesignated Employees of the Company. The said Code is available on the website of theCompany at thelink:http://www.rdbindia.com/pdf/codes%20and%20policies/Code%20of%20Practices%20and%20Procedures%20for%20Fair%20Disclosure%20of%20Unpublished%20Price%20Sensitive%20Information.pdf
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations yourCompany has formulated a Vigilance Mechanism/Whistle Blower Policy to provide a mechanismfor Directors and Employees of the Company to report genuine concerns. The Whistle Blowersmay approach the Vigilance Officer and the Vigilance Officer places the report / status ofcomplaints received and resolved if any to the members of Audit Committee. Further theaggrieved person can have direct access to the Chairman of Audit Committee. The WhistleBlower Policy also provides for adequate safeguards against victimization of persons whouse such mechanism and is also available at the Company's website at the link:http://www.rdbindia.com/pdf/codes%20and%20policies/vi gilance mechanism or whistle blowerpolicy.pdf
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has adopted a Policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules framedthereunder for prevention and redressal of complaints of sexual harassment at workplace.The Internal Complaints Committee which has been constituted as per the aforesaid policyreports to the Audit Committee of the Board of Directors of your Company on the complaintsreceived and action taken by it during the financial year. It may be noted that duringthe year no complaint was lodged with the Internal Complaints Committee.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
During the financial year 2017-18 the loans made guarantees given or securitiesprovided by your Company being a company engaged in providing Infrastructural facilitieswere exempted from the applicability of Section 186 of the Act. However the investments /acquisitions made by your Company by way of subscription purchase or otherwise in thesecurities of any other body corporate which falls within the ambit of Section 186 of theAct were applicable to your Company and are detailed in the notes to Financial Statementswhich forms a part of this Annual Report. Further for future reference it may be notedthat the investments / acquisitions made of the company providing infrastructuralfacilities has also been exempted from the applicability of Section 186 of the CompaniesAct vide MCA notification dated 7th May 2018.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis and in compliance with the applicable provisions of the Act and the ListingRegulations. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on related party transactions i.e. there were no transactionsexceeding ten percent of the annual turnover as per the last audited financial statementsentered into during the year. Accordingly the disclosure required under section 134(3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 isnot applicable to your Company.
Further there are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other Designated Personswhich may have a potential conflict with the interest of the Company at large.
The details of related party transactions are disclosed and set out in notes to theStandalone Financial Statements forming part of this Annual Report. The Company's policyon related party transactions as approved by the Board may be accessed on the Company'swebsite at the link: http://rdbindia.com/pdf/codes%20and%20policies/policy_on_related_party_transactions.pdf
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rules made thereunder are annexed to this report as Annexure- 4.The Annexure - 4 also includes the statement showing names of top tenemployees in terms of remuneration drawn under Rule 5(2) & (3) of Appointment andRemuneration Rules.
None of the employees of the Company is in receipt of remuneration exceeding the limitsprescribed under the Act read with the rules framed thereunder and the schedules appendedthereto.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134 sub-section (3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 are given in Annexure - 5 andforms part of this Report.
AUDIT AND AUDITORS
M/s. S.M. Daga & Co. Chartered Accountants (Firm Registration No. 303119E) theStatutory Auditor of your Company have conducted the Statutory audit of the Company forthe financial year 2017-18. The Independent Auditors Report for the financial year ended31st March 2018 forms a part of this Annual Report.
The Company is pleased to inform that there is no qualification / reservation / adverseremark made by the Statutory Auditor in their report.
No frauds were reported by auditors under Sub-Section (12) of Section 143 of the Act.
Your Company at its eighth Annual General Meeting held on 5th September 2014 hadappointed M/s. S.M. Daga & Co Chartered Accountants (Firm Registration No. 303119E)as the Statutory Auditor of your Company to hold office from the conclusion of eighthAnnual General Meeting till the conclusion of thirteenth Annual General Meeting of theCompany to be held in the year 2019 subject to ratification of the appointment by theMembers at every Annual General Meeting. M/s. S.M. Daga & Co Statutory Auditors videtheir letter dated 26th July 2018 have resigned as the Statutory Auditor of your Companyresulting into a casual vacancy in the office of Statutory Auditor of the Company. TheBoard of Directors based on the recommendation of the Audit Committee and pursuant to theprovisions of Section 139(8) of the Act have appointed M/s. L B Jha & Co. CharteredAccountants (Firm Registration No. 301088E) w.e.f 27th July 2018 to fill the casualvacancy who shall hold office as the Statutory Auditor of the Company till the conclusionof Twelfth Annual General Meeting subject to approval by the Members at the ensuing AnnualGeneral Meeting.
Further the Board of Directors based on the recommendation of the Audit Committee andpursuant to
Sections 139 141 142 and other applicable provisions if any of the Act read withthe Companies (Audit and Auditors) Rules 2014 have also recommended the appointment ofM/s. L B Jha & Co. Chartered Accountants (Firm Registration No. 301088E) asStatutory Auditor of your Company to hold office for a period of five consecutive yearsfrom the conclusion of the twelfth Annual General Meeting till the conclusion of theseventeenth Annual General Meeting of the Company to be held in the year 2023 on suchremuneration as may be mutually agreed upon between the Board of Directors of the Companyand the Auditor plus taxes as applicable and reimbursement of out-of-pocket expenses.
It may be noted that your Company has received consent letter and eligibilitycertificate from M/s. L B Jha & Co. to act as Statutory Auditor of the Company alongwith a confirmation that their appointment if made would be within the limitsprescribed under the Companies Act 2013.
Pursuant to Section 204 of the Companies Act 2013 the Company had appointed M/s. MR& Associates Company Secretaries to conduct the secretarial audit of the Company forthe financial year 2017-18. The Company had provided all assistance and facilities to theSecretarial Auditor for conducting their audit. The report of the Secretarial Auditor forthe financial year 2017-18 is annexed to this report as Annexure - 6.
The Company is pleased to inform that there is no qualification / reservation / adverseremark made by the Secretarial Auditor in their report.
Pursuant to Section 138(1) of the Act M/s Garg Narender & Co. CharteredAccountants has been appointed as the Internal Auditor of your Company for the financialyear 2017-18 to conduct the internal audit of your Company. The Internal Auditor reportsto the Audit Committee of the Board of your Company and the report of internal audit isalso placed at the meetings of the Audit Committee for review.
A detailed report on Corporate Governance together with a certificate of compliancefrom the Statutory Auditors as required by Regulations 17(7) of the Listing Regulationsis presented in separate section and is annexed to this report as nnexure - 7.
CEO AND CFO CERTIFICATION
The CEO/ CFO certificate on the financial statements of the Company as required underRegulation 17(8) of the Listing Regulations is annexed to the Corporate Governance Reportwhich is annexed to this Report as Annexure -7.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Listing Regulations is presented in separate section and isannexed to this report as Annexure - 8.
STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL STANDARDS
The Directors of your Company have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively.
Your Company believes in adopting the best human resource practices by providing itsemployees a congenial and harmonious working environment with all the necessaryinfrastructure and by giving them equal opportunities to rise and grow. Your Companycontinues to implement the best of human resource policies so as to ensure that talentretention is ensured at all levels. Employee relations continued to be cordial andharmonious at all levels and in all divisions of the Company during the year under review.
HEALTH SAFETY AND ENVIRONMENTAL PROTECTION
Your Company is committed to protect the health and safety of everyone involved in itsoperation and the sustainability of the environment in which it operates. The Company'spolicy requires the conduct of operations in such a manner so as to ensure safety of allconcerned environmental regulations and prevention of misuse of natural resources. YourCompany has been complying with relevant and applicable environmental laws and has beentaking all necessary measures to protect the environment and maximize workers' protectionand safety.
Change In Nature of Business If any
There has been no change in the nature of business of the Company during the financialyear ended 31st March 2018.
Material Changes and Commitments after the balance Sheet Date between the end of theFinancial Year 201718 and the date of this Report
There were no Material changes and commitments affecting the financial position of theCompany between the end of the financial year i.e. 31st March 2018 and date of thisReport i.e. 27th July 2018.
During the year under review your Company has not accepted Deposits falling within themeaning of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
Cost Audit is not applicable to your Company as per the provisions of Section 148 ofthe Companies Act 2013
Your Directors would like to place on record their sincere gratitude to theshareholders bankers business associates retailers suppliers customers governmentand other regulatory agencies for their continued support and faith in the Company. YourDirectors are also happy to place on record their appreciation for the whole-heartedco-operation commitment and contribution made by all the employees and look forward totheir continued support.
| ||For and on behalf of the Board |
|Place: Kolkata || |
|Date: 27th July 2018 || |
| ||Sd/- |
| ||Sunder Lal Dugar |
| ||Chairman & Managing Director |