RDB Realty & Infrastructure Ltd.
|BSE: 533285||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE245L01010|
|BSE 00:00 | 10 May||18.65||
|NSE 05:30 | 01 Jan||RDB Realty & Infrastructure Ltd|
RDB Realty & Infrastructure Ltd. (RDBREALTY) - Director Report
Company director report
Your Directors have pleasure in presenting their Thirteenth Annual Report on thebusiness and operations of your Company ("the Company") together with theAudited Financial Statements for the year ended 31st March 2019.
A summary of Consolidated and Standalone Financial Results of the Company for the yearended 31st March 2019 is given below:
REVIEW OF OPERATION AND STATE OF COMPANY'S AFFAIRS
During the year under review the Company has executed and handed over possession ofResidential/Commercial projects covering an area of around 65256 square feet. Presentlythe Company has twelve on-going projects of which there are seven Government Projects atvarious stages of planning and development. These include housing projects integratedtownships shopping malls and commercial complexes.
During the period under review the Company focused on improving productivity reducingcosts and utilized its cash flows most effectively.
The Company has posted a net profit of र 92.64 Lakhs for the year ended 31st March2019 against a net profit of र 82.94 Lakhs in the previous year. Total Revenue stands at '2570.26 Lakhs for the year ended 31st March 2019 and '2357.19 Lakhs for the year ended31st March 2018.
The consolidated net profit of the Company is र 325.52 Lakhs for the year ended 31stMarch 2019 against a net profit of र 344.54 Lakhs in the previous year. ConsolidatedRevenue stands at र 3856.81 Lakhs for the year ended 31st March 2019 and र 3741.57 Lakhsfor the year ended 31st March 2018.
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 2018-19.
The Company does not propose to transfer any amount to its Reserves.
There is no change in the Share Capital of the Company during the year.
The Company together with its Subsidiaries and Associate Company is involved inConstruction Activities and is also providing rental services. As on March 31 2019 theCompany has ten Subsidiary Companies one Limited Liability Partnership as a Subsidiaryand one Associate Company. During the financial year under review none of the Companieshave become or ceased to be Subsidiaries or Associate Company. The details of theSubsidiaries and the Associate Company forms part of the extract of Annual Return which isannexed to this report as Annexure- 1.
Pursuant to Regulation 16 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"the Listing Regulations") the Company has formulated a Policy on MaterialSubsidiary and the same is available on its website at the link: http://www.rdbindia.com/pdf/codes%20and%20policies/policv on material subsidiary 2015.pdf
During the year under review the Company has entered into a Joint Venture Agreementwith M/s. HYT Engineering Co. Private Limited and the name of the Joint Venture is"HYT- RDBRIL (JV)". However the same has not been consolidated since theinvestment in JV has been held exclusively for its subsequent disposal in the near future.
In accordance with Section 129(3) of the Companies Act 2013 (hereinafter referred toas "the Act") read with the rules framed thereunder the Listing Regulationsand the Indian Accounting Standards the Company has prepared Consolidated FinancialStatements in addition to the Standalone Financial Statements which includes financialinformation of all its Subsidiaries and Associate 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 the Company which forms part of this Annual Report. Further asper Section 136 of the Act and other applicable provisions of the Listing Regulations theaudited financial statements including the consolidated financial statements of theCompany and the annual audited financial statements of each of its subsidiaries areavailable at our website at www.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 2019 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 have been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company 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 both Executive and Non-Executive Directorsincluding Independent Directors and a Woman Director. The Board's composition and size isin compliance with the provisions of the Act and the Listing Regulations. The details ofDirectors of the Company and the remuneration drawn by them are given in the Extract ofAnnual Return which is annexed to this report as Annexure- 1.
None of the Directors of the Company are disqualified from being appointed asDirectors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.
(a) APPOINTMENT/RE-APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL
Retirement by Rotation
In accordance with the Articles of Association of the Company and Section 152 of theAct Mrs. Kusum Devi Dugar (DIN: 00559322) shall retire by rotation at the ensuing AnnualGeneral Meeting ("AGM") and being eligible offers herself for re-appointment.The Board of Directors recommends her re-appointment at the ensuing AGM.
A brief resume of the Director being reappointed as required under Regulation 36(3) ofthe Listing Regulations forms part of the Notice convening the ensuing AGM.
Re-appointment of Directors
As per the provisions of the Act Mr. Pradeep Kumar Pugalia (DIN: 00501351) wasappointed for a term of three consecutive years with effect from 1st July 2016 and histenure as the Whole-time Director of the Company is due to expire on 30th June 2019.
In terms of Section 196 197 198 203 and all other applicable provisions of the Actand the rules made thereunder read with Schedule V (including any statutorymodification(s) or re-enactment thereof) and Article No. 87 of the Articles of Associationof the Company relevant provisions of the Listing Regulations the Board of Directors ofthe Company pursuant to the recommendation of the Nomination and Remuneration Committeeand subject to such consents approvals or permissions as may be necessary re-appointedMr. Pradeep Kumar Pugalia as the Whole-time Director of the Company for a further periodof three years with effect from 1st July 2019 to hold office till 30th June 2022subject to the approval of shareholders at the ensuing AGM.
A brief resume of the Director being re-appointed as required under Regulation 36(3) ofthe Listing Regulations and the Secretarial Standards on General Meetings forms part ofthe Notice convening the ensuing AGM.
Appointment of Directors
During the year under review Mr. Sharad Kumar Bachhawat (DIN: 05161130) and Mr. AdityaRavinder Kumar Mehra (DIN: 00984678) were appointed as Additional Directors of the Companyin the NonExecutive Independent category with effect from 19th January 2019 and 15thMarch 2019 respectively.
In terms of Section 149 and all other applicable provisions of the Act and the ListingRegulations the Board of Directors of the Company pursuant to the recommendation of theNomination and Remuneration Committee at their Meeting held on 24th May 2019 decided toplace the proposal for appointment of Mr. Sharad Kumar Bachhawat (DIN: 05161130) and Mr.Aditya Ravinder Kumar Mehra (DIN: 00984678) as Independent Directors of the Company for aterm of five consecutive years with effect from 19th January 2019 and 15th March 2019respectively at the ensuing AGM whose period of office shall not be liable to retire byrotation.
The Directors have given their consent to be appointed and have furnished necessarydeclarations to the Board that they meet the criteria of independence as provided underSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
A brief resume of the aforesaid appointee Directors as required under Regulation 36(3)of the Listing Regulations and the Secretarial Standards on General Meetings forms part ofthe Notice convening the ensuing AGM.
Resignation of Directors
During the year under review Mr. Om Prakash Rathi (DIN: 00278191) and Mr. AnimeshShivkumar Gupta (DIN: 02028933) had resigned from the post of NonExecutive IndependentDirector of the Company with effect from 19th January 2019 and 15th March 2019respectively.
Mr. Sunder Lal Dugar (DIN: 00007638) had resigned from the post of Chairman &Managing Director of the Company owing to health grounds with effect from 17th April2019. Pursuant to his resignation he also ceased to be the Key Managerial Personnel ofthe Company.
As on the date of this report the following are the designated Key ManagerialPersonnel of the Company:
(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 Act read with the Rules made thereunder and Regulation 16 of the Listing Regulations.The Independent Directors of the Company have also complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act.
(c) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
In compliance with Regulation 25(7) of the Listing Regulations the IndependentDirectors are familiarized with the Company their roles rights responsibilitiestherein nature of the industry in which the Company operates business model of theCompany etc. The familiarization programme imparted to the Independent Directors duringthe year with details required as per Regulation 46 of the Listing Regulations isavailable on the Company's website at the link: http://www.rdbindia.com/Ddf/codes%20and%20Dolicies/FAMILIARIZATIQN PROGRAMME.pdf
(d) MEETING OF THE BOARD OF DIRECTORS
The Board met eleven times during the year under review on 10th April 2018; 30th May2018; 06th July 2018; 11th July 2018; 27th July 2018; 14th August 2018; 11thSeptember 2018; 14th November 2018; 19th January 2019; 14th February 2019 and 15thMarch 2019 in compliance with the provisions of the Act and the Listing Regulations. Theintervening gap between the Meetings is well within the period prescribed under the Actand the detailed information thereof are given in the Corporate Governance Report whichforms 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 Act is available on theCompany's website at the link: htto://www.rdbindia.com/odf/codes%20and%20oolicies/nomination-remuneration-oolicv.odf
(f) FORMAL ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations the Nomination andRemuneration Committee and the Board has made the annual evaluation of the performance ofthe Board its Committees and of individual directors. The evaluation was done on thebasis of structured feedback forms which included parameters such as level of engagementand contribution independence of judgments maintenance of integrity confidentialityetc.
Further in the separate meeting of Independent Directors held during the year underreview the performance of Non-Independent 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.
The composition and terms of reference of the Audit Committee is in accordance with theprovisions of the Act and the Listing Regulations. Further the same along with thedetails of the Committee Meetings has been furnished in the Corporate Governance Reportwhich forms part of this Annual Report. There has been no instance where the Board has notaccepted 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. Further thesame along with the details of the Committee Meetings has been furnished in the CorporateGovernance Report which forms part of this Annual Report.
Stakeholders Relationship Committee
The composition and terms of reference of the Stakeholders Relationship Committee is inaccordance with the provisions of the Act and the Listing Regulations. Further the samealong with the details of the Committee Meetings has been furnished in the CorporateGovernance Report which forms part of 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. Further the same along with the detailsof the Committee Meetings has been furnished in the Corporate Governance Report whichforms part of this Annual Report.
Committee of Directors
In order to ensure operating convenience the Board of Directors of the Company at itsMeeting held on 27th July 2019 has formed a Committee of Directors pursuant to theprovisions of Section 179 of the Act. The composition terms of reference and details ofthe Meetings of Committee of Directors has been furnished in the Corporate GovernanceReport which forms part of this Annual Report.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return prepared in accordance with Section 92 of the Actread with the Rules made thereunder in Form No. MGT-9 forms part of the Director's Reportand is annexed herewith as Annexure - 1. The Annual Return for the year under review willalso be available on the website of the Company www.rdbindia.com under theinvestor relations category.
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 continuous risk assessment andmitigation measures. The Audit Committee oversees the risk management and mitigation whichis reviewed by the Board periodically at its meetings. During the year under review nomajor risks were noticed which may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility Policy of the Company and theinitiatives undertaken by the Company on CSR activities during the year are set out inAnnexure - 2 of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. The policy is available on the website of the Companyat the link: http://www.rdbindia.com/pdf/codes%20and%20Dolicies/Dolicv on corporate social responsibilitv.Ddf
POLICY ON PREVENTION OF INSIDER TRADING
The 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 the link: http://www.rdbindia.com/pdf/codes%20and%20policies/Code%20of%20Practices%20and%20Procedures%20 for%20Fair%20Disclosure%20of%20UnDublished%20Price%20Sensitive%20Information.pdf
Pursuant to the provisions of the Act and the Listing Regulations the Company hasformulated a Vigilance Mechanism/Whistle Blower Policy to provide a mechanism forDirectors and Employees of the Company to report genuine concerns. The Whistle Blower'smay approach the Vigilance Officer and the Vigilance Officer shall place the report/statusof complaints received and resolved if any to the members of Audit Committee. Furtherthe aggrieved person can have direct access to the Chairman of Audit Committee. TheWhistle Blower Policy also provides for adequate safeguards against victimization ofpersons who use such mechanism and is also available on the Company's website at the link:http://www.rdbindia.com/ pdf/codes%20and%20policies/vigilance mechanism or whistleblower policv.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 the 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 GIVEN INVESTMENTS MADE GUARANTEE/SECURITY GIVEN IN CONNECTIONWITH LOANS UNDER SECTION 186 OF THE ACT
During the financial year 2018-19 the loans given guarantee/security provided inconnection with loans taken by the Company have been exempted from the applicability ofSection 186 of the Act since the Company is engaged in providing infrastructuralfacilities. However the investments/acquisitions made by the Company by way ofsubscription purchase or otherwise in the securities of any other Body Corporate whichfalls within the ambit of Section 186 of the Act were applicable to the Company and aredetailed in the notes to Financial Statements which forms part of this Annual Report.Further for future reference it may be noted that the investments/acquisitions made bythe Company providing infrastructural facilities has also been exempted from theapplicability of Section 186 of the Act 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 2018-19 with related parties were in the ordinary course of business and at arm'slength basis 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 inaccordance with the policy of the Company on related party transactions. Accordingly thedisclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC-2 is not applicable to the Company.
Further there are no materially significant related party transactions made by theCompany with its Promoters Directors Key Managerial Personnel or other DesignatedPersons which 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 its website atthe link: http://rdbindia.
com/pdf/codes%20and%20policies/policv 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 the rules made thereunder are annexed to this report asAnnexure - 3 which also includes the statement showing names of top ten employees interms of remuneration drawn under Rule 5(2) & (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
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 Act read withthe Companies (Accounts) Rules 2014 are annexed to this report as Annexure - 4.
INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
During the year under review the unclaimed dividend for the year 2010-2011 amountingto र 130386/- was transferred to the IEPF on 15th November 2018. Further pursuant tothe provisions of Section 124 of the Act 133689 (One lakh thirty three thousand sixhundred and eighty nine) fully paid shares of र 10/- each in respect of which thedividend was unclaimed for seven consecutive years were also transferred to the IEPF.
The details of dividends lying unpaid/unclaimed and the corresponding shares thereofwhich are liable to be transferred to the IEPF has been made available on the website ofthe Company www.rdbindia.com under theinvestor relations category. The due dates for claiming the unpaid dividends along withthe due date for transfers to IEPF has been given in the Corporate Governance Reportwhich forms part of this Annual Report.
The details of Nodal Officer are provided hereunder:
Pursuant to the provisions of the Act and the Listing Regulations the Board ofDirectors of the Company had appointed Ms. Prachi Todi Company Secretary & ComplianceOfficer of the Company to act as the Nodal Officer for the purpose of communication withthe IEPF Authority.
AUDIT AND AUDITORS
M/s. L B Jha & Co. Chartered Accountants (Firm Registration No. 301088E) theStatutory Auditor of the Company have conducted the Statutory Audit for the financial year201819. The Independent Auditors Report for the financial year ended 31st March 2019forms part of this Annual Report.
The Company is pleased to inform that there is no qualification/reservation/adverseremark made by the Statutory Auditors in their report.
Pursuant to Section 204 of the Act the Company had appointed M/s. MR & AssociatesCompany Secretaries to conduct the Secretarial Audit of the Company for the financialyear 2018-19. The Company had provided all assistance and facilities to the SecretarialAuditor for conducting their audit and the report of the Secretarial Auditor along withthe Compliance Report for the financial year 2018-19 is annexed to this report as Annexure- 5.
The Company is pleased to inform that there is no qualification/reservation/adverseremark made by the Secretarial Auditors in their report.
Pursuant to Section 138(1) of the Act M/s Garg Narender & Co. CharteredAccountants had been appointed as the Internal Auditor of the Company for the financialyear 2018-19 to conduct the Internal Audit of the Company. The Internal Auditor reports tothe Audit Committee of the Board and the report of Internal Audit is also placed at theMeetings of the Audit Committee for review.
No frauds were reported by auditors under sub-section (12) of Section 143 of the Act.
A detailed report on Corporate Governance together with a certificate of compliancefrom the Statutory Auditors as required by Regulation 17(7) of the Listing Regulationsis presented in a separate section and is annexed to this report as Annexure - 6.
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 -6.
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 a separate section and isannexed to this report as Annexure - 7.
STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL STANDARDS
The Directors of the Company have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively.
The Company believes in adopting the best human resource practices by providing itsemployees a congenial and harmonious working environment with all the necessaryinfrastructures and by giving them equal opportunities to rise and grow. The Companycontinues to implement the best human resource policies to ensure talent retention at alllevels. Employee relations continued to be cordial and harmonious at all levels and in alldivisions of the Company during the year under review.
HEALTH SAFETY AND ENVIRONMENTAL PROTECTION
The 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. TheCompany 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 2019.
Material Changes and Commitments after the balance Sheet Date between the end of theFinancial Year 201819 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 2019 and date of thisReport i.e. 24th May 2019.
During the year under review the Company has not accepted Deposits falling within themeaning of Section 73 of Chapter V of the Act and the Companies (Acceptance of Deposits)Rules 2014.
Cost Audit is not applicable to the Company as per the provisions of Section 148 of theAct.
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-heartedcooperation commitment and contribution made by all the employees and look forward totheir continued support.