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Rodium Realty Ltd.

BSE: 531822 Sector: Infrastructure
NSE: N.A. ISIN Code: INE513E01024
BSE 00:00 | 06 Oct 49.25 -0.80
(-1.60%)
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51.40

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NSE 05:30 | 01 Jan Rodium Realty Ltd
OPEN 51.40
PREVIOUS CLOSE 50.05
VOLUME 789
52-Week high 84.85
52-Week low 46.20
P/E 2462.50
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 51.40
CLOSE 50.05
VOLUME 789
52-Week high 84.85
52-Week low 46.20
P/E 2462.50
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rodium Realty Ltd. (RODIUMREALTY) - Director Report

Company director report

TO THE MEMBERS OF RODIUM REALTY LIMITED

Your Directors have pleasure in presenting the 26th (Twenty-Sixth) AnnualReport on the Business and Operations of the Company together with the FinancialStatements for the financial year ended on March 31 2019.

FINANCIAL RESULTS

The Company's performance during the financial year ended March 31 2019 as compared tothe previous financial year is summarized below:

(Rs in Lakh)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from operations 3962.71 2957.93 3962.71 2957.93
Other income 137.82 189.30 133.98 185.46
Total revenue 4100.54 3147.23 4096.70 3143.39
Expenses 3755.83 3075.97 3756.12 3076.59
Profit before tax 344.71 71.26 340.57 66.79
Tax expenses 12.36 40.31 123.68 40.31
Profit After tax 221.02 30.95 216.88 26.48

The financial statements for the financial year ended March 31 2019 have been preparedIn accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 asamended from time to time.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS

Standalone Financials

During the financial year 2018-19 the Company on a standalone basis earned totalrevenue of Rs. 4100.54 Lakhs as compared to Rs. 3147.23 Lakhs in the previous financialyear representing an increase of 30.29 percent. The Profit before Tax was Rs. 344.71Lakhs as against Rs. 71.26 Lakhs during the previous financial year (representing anincrease of 383.74 percent) and Profit after Tax was Rs. 221.02 Lakhs as against Rs. 30.95during the previous financial year (representing an increase of 614.12 percent).

Consolidated Financials

The consolidated revenue of the Company during the financial year 2018-19 was Rs.4096.70 Lakhs as compared to Rs. 3143.39 Lakhs an Increase of 30.33 percent from theprevious financial year. The Profit before Tax was Rs. 340.57 Lakhs as against Rs. 66.79Lakhs an increase by 409.91 percent and Profit after Tax (after considering minorityinterest) was Rs. 216.88 Lakhs against Rs. 26.48 Lakhs an increase by 719.07 percent ascompared to the previous financial year 2017-2018.

REVIEW OF OPERATIONS AND BUSINESS

India experienced an economic slowdown during FY'19 which saw the Gross DomesticProduct (GDP) grow at 7.0 per cent compared to 7.2 per cent in the previous year. Thisdownturn was primarily driven by degrowth in the agriculture and services sectors even asgrowth rate of the manufacturing sector accelerated from 5.9 per cent in FY 2017-18 to 7.7per cent in FY 2018-19.

The real estate industry saw signs of revival during the year where the constructionsector grew at 8.9 per cent in FY 2018-19 after an average growth of 4.4% in the previousfive years. The real estate sector is the driving force behind the growth of the IndianEconomy. The real estate sector is one of the most globally recognized sectors. The growthof this sector is well complemented by the growth of corporate environment and the demandfor office space as well as urban and semi-urban accommodations. The Construction industryranks third among the 14 major sectors in terms of direct indirect and induced effects inall sectors of the economy. In the real estate space we are encouraged by the progressbrought in by the Real Estate (Regulation and Development) Act (RERA) which completed twoyears of coming into force in May 2019. RERA has brought in greater transparency andaccountability and projects the interest of the property buyers. Being a organised playerRodium enjoys certain competitive advantages and is well placed to meet the upcomingchallenges and opportunities. As for the statutory requirements the Company has takennecessary steps to ensure all its operations are fully compliant with the fresh norms sothat the interests of all our stakeholders including our clients as well as investors aresafeguarded against any encumbrance or hurdle at a later stage.

“X'POINT”

In the last Annual Report the Company

informed about X'point a Residential cum Commercial Project located at S.V. RoadKandivali (West) that the project is running ahead of its scheduled date of 31stDecember 2020. The project phase consists of two 20 storey buildings that includes 31retail shops which spanned over 200000 Sq. ft. including 10000 Sq. Mt for reactionalopen space.

Your Company is glad to announce that the project has received its Full OccupancyCertificate i.e. construction of the aforesaid building is completed much before itsscheduled date of 31st December 2020 and has initiated the handing over of the apartments

“X'ENUS”

In the last Annual Report the Company informed that it had launched anotherResidential Project named X'enus at Matunga (Central) which is a 20 storey residentialtower expanded over 55000 sq. ft. The civil plans of the project is approved and theproject has received necessary IOD from MHADA.

As per the current year estimates the demolition work of the project is completed andthe Company await for the Commencement Certificate from MCGM. The construction is set tobe completed before 31st December 2021.

“X'MEADOWS”

The Company is in the process of acquiring the plot of land situated in Village-Temghar Taluka - Bhivandi District - Thane which is part of the Mumbai MetropolitanRegion and is continuously making efforts for expansion and exploring new areas in and outof Mumbai in Metropolitan Region. The project undertaken to promote the affordable housingscheme of the Government of India targeting Mid-Income level individuals.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 highlighting the industry structure and developments opportunity andthreats future outlook risks and concerns etc. is furnished separately and forms a partof this Annual Report.

SHARE CAPITAL

Your Company has two classes of shares viz. Equity Shares and Preference Shares. TheAuthorized Share Capital of the Company is Rs. 13.00 Crore divided into 6000000 (SixtyLakh) number of Equity Shares of Rs. 10/- each and 7000000 (Seventy Lakh) number ofCumulative Redeemable Preference Shares of Rs.10/- each.

The Issued Subscribed and Paid up Share Capital of the Company as at March 31 2019was Rs. 10.24 Crore (Rupees Ten Crore Twenty- Four Lakh Only) divided into 3247900(Thirty- Two Lakh Forty-Seven Thousand Nine Hundred) equity shares of Rs. 10/- each fullypaid up and

7000000 (Seventy Lakh) Cumulative Redeemable Preference Shares of Rs.10/- each fullypaid up. The Company had forfeited shares amounting to Rs. 1970750/- (Rupees NineteenLakhs Seventy Thousand Seven Hundred Fifty Only).

There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued any shares with differential voting rights sweatequity shares nor has it granted any stock options during the year under review. Therewere no changes in the share capital structure of the Company during the financial yearunder review or any date from the end of financial year upto the date of Board's Report.

DIVIDEND

Your Directors have pleasure in recommending the 10% equity dividend aggregating to Rs.3247900 Lakhs for the Financial Year 2018-19. Your Directors have also recommendeddividend at the rate of 9% on the Cumulative Redeemable Preference Shares for theFinancial Year 2018-19 aggregating to Rs. 63 Lakhs. These dividends together with thedividend distribution tax surcharge and education-cess thereon will involve an outgo ofRs. 11510948 Lakhs.

The equity dividend is subject to the approval of the members at the ensuing AnnualGeneral Meeting and will be paid to shareholders whose names appear in the Register ofMembers as on 20th September 2019; in respect of shares held in dematerializedform it will be paid to shareholders whose names are furnished by National SecuritiesDepository Limited and Central Depository Services (India) Limited as beneficial ownersas on that date.

RESERVES

The Company has not transferred any amounts to the reserves during the year underreview.

PARTICULARS OP LOANS GUARANTEES OR INVESTMENTS

Particulars of loans and guarantee given Investments made and securities providedunder Section 186 of the Companies Act 2013 are given under the Notes to the financialstatements and forms a part of this Annual Report.

DEPOSITS

In terms of Chapter V of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review your Company has neither invited noraccepted any fixed deposits from the public.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 Schedule VII and other applicable provisions of the CompaniesAct 2013 the Net worth of Rupees 500 Crore or more or turnover of Rupees 1000 Crore ormore or a net profit of Rupees 5 Crore or more during the immediately preceding financialyear shall comply with the provisions of corporate social responsibility. Since there areno average net profits of the Company during the previous three financial years there areno specific funds that are required to be set aside and spent by the Company during theyear under review towards CSR.

MATERIAL CHANGES IN THE

BUSINESS OF THE COMPANY

During the year under review there was no change in the nature of business of theCompany and there is no material change and/or commitments affecting the financialposition of the Company between the end of the financial year to which financialstatement relates and the date of this report.

MATERIAL ORDERS PASSED BY THE REGULATORS/ COURT/ TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND THE COMPANIES FUTURE OPERATIONS

During the period under review no material order has been passed by any regulator orcourt excepting to the extent as may be mentioned in the Notes to Accounts attached to theFinancial Performance forming a part of the Annual Report.

AUDITORS

1. Internal Control and Internal Audit

Adequate internal control systems commensurate with the size scale and complexity ofthe operations are in place and have been operating satisfactorily. The Company has inplace well-defined internal control mechanisms and comprehensive internal audit programswhich are reviewed and approved by the Audit Committee at the beginning of each financialyear and progress reports are placed before the Committee on a quarterly basis. M/s. Ashar& Co. Chartered Accountants (Firm Registration No. 129159W) are responsible to carryout the internal audit of the Company and are being re-appointed as Internal Auditorscontinuing for the financial year 2019-2020.

There are adequate internal financial controls in place with reference to the financialstatements. During the year under review these controls were tested and no significantweakness was identified either in the design or operation of the controls. A report issuedby the Statutory Auditors M/s. M.M. Nissim & Co Chartered Accountants (FirmRegistration No.: 107122W) on internal financial controls forms part of the AnnualReport.

2. Statutory Audit

At the Annual General Meeting of the Company held on September 26 2015 M/s. M. M.Nissim & Co. Chartered Accountants (Firm Registration No.: 107122W) were appointedas Statutory Auditors of the Company to hold office till the conclusion of the AnnualGeneral Meeting to be held in the year 2020.

In accordance with the Companies Amendment Act 2017 enforced on 7* May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.

The Auditors have also confirmed that they hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India.

The Report given by the Auditors on the financial statement of the Company forms partof this Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report and notes to the Accounts where ever given areself-explanatory hence do not require any clarification by the Directors of the Company.

3. Secretarial Audit

Pursuant to provisions of Section 204 of Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company in theirBoard Meeting dated 26th May 2018 had appointed M/s. B. Desai & Associates (CP No.7711) a firm of Company Secretaries in Practice to undertake the Secretarial Audit of theCompany. M/s. B. Desai & Associates (CP No. 7711) resigned from the position ofSecretarial Auditor of the Company on 25* April 2019 with immediate effect due topersonal reasons. The Board of Directors in their meeting held on 2nd May 2019took the note of the resignation and appointed Ms. Hiya Rathi proprietor of M/s. HiyaRathi & Associates (CP No. 18864) Practicing Company Secretary to act as SecretarialAuditor of the Company and to undertake Secretarial Audit for the financial year 2018-19.The report of Secretarial Audit is annexed as "Annexure A" and forms part of theBoard's Report. The Secretarial Report doesn't contain any qualification reservation oradverse remark or comments from the Board under Section 134(3) of the Companies Act2013.

The Board has appointed M/s Hiya Rathi & Associates (CP No. 18864)Practicing Company Secretaries as secretarial auditor of the Company for the financialyear 2019-20.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India (ICSI) had revised the SecretarialStandards (SS) on Dividend which came Into effect from 1st January 2018 andthe Secretarial Standards on Report of the Board of Directors which came into effect from1st October 2018. The Directors confirm that the Company is in compliance with therevised secretarial standards i.e. SS-1 SS-2 SS-3 and SS-4 to the extent applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM

As on the date of board report the Board of Directors of the Company comprise of 8(eight) Directors out of which 4 (four) are Independent Directors. The Board of Directorsof the Company comprises of eminent experienced and reputed professionals from differentfields.

1. Chairman

At the 25th annual general meeting held on September 28 2018 Mr. DeepakChheda (Chairman & Managing Director) was re-appointed for the period of three yearsfrom November 14 2018 to November 13 2021 a special resolution of the shareholders waspassed with requisite majority in this regard.

2. Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. HarishNisar (DIN: 02716666) Whole-Time Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible has offered himself for re-appointment. The Boardrecommends his reappointment.

3. Retirements and Resignations

None of the Directors have retired/resigned during the financial year ended 2018-2019.

4. Committees of the Board

Currently the Board has three Committees: The Audit Committee The Nomination andRemuneration Committee and Stakeholders' Relationship Committee. A detailed note on thecomposition of the Board and its committees is provided in the Corporate Governance Reportsection of this Annual Report.

5. Disclosures given by the Directors

The Company has received various disclosures from the Directors as specified below:

• Form MBP-1: The Company received disclosure of interest from all its Directorspursuant to Section 184 of the Companies Act 2013 and rules made thereunder in FormMBP-1.

• Declaration under Section 164: The Company has received declaration from all theDirectors informing that they are not disqualified from being appointed/ re-appointed orcontinuing as Directors pursuant to Section 164 of the Companies Act 2013 and rules madethereunder.

• Declaration by Independent Directors: The Company has received necessarydeclaration from each Independent Director under section 149(7) of the Companies Act 2013and rules made thereunder that he/she meets the criteria of independence laid down inSection 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015.

As on March 31 2019 details of Key Managerial Personnel under the Companies Act 2013are given below:

Name of the Person Designation
1. Mr. Deepak Chheda Managing Director & Chairman
2. Mr. Harish Nisar Whole-Time Director
3. Mr. Rohit Dedhia Whole-Time Director
4. Mr. Shailesh Shah Whole-Time Director
5. Mr. Rohan Chheda Chief Financial Officer
6. Ms. Tulsi Rajput Company Secretary

During the financial year Mr. Mehul Nisar has resigned from the post of ChiefFinancial Officer (CFO) of the Company w.e.f. 14th November 2018. The boardputs on records its sincere appreciation for the services rendered by Mr. Mehul Nisarduring his tenure as CFO. The Board on recommendation of Nomination & RemunerationCommittee has appointed Mr. Rohan Chheda as the Chief Financial Officer w.e.f. 14thNovember 2018.

6. Extract of Annua I Return

An extract of the Annual return as provided under Section 92(3) of the Companies Act2013 and Rule 12(1) of the Companies (Management and Administration Rules) 2014 in theprescribed format In Form No. MGT-9 Is attached hereto as "Annexure B" and formspart of the Board's Report which is also available on Companies Website at http://rodium.net/other-communication.html

7. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. That in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. That such accounting policies as mentioned in Note 1 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2019 and of the profit of the Company for theyear ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were In place and that the financialcontrols were adequate and were operating effectively.

f. That proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Our Corporate Governance Philosophy

The principles of Corporate Governance are based on transparency accountability andfocus on the sustainable success of the Company over the long-term. Following thetraditions of good

Corporate Governance as a responsible corporate citizen and with a view to serve thebest interests of all the stakeholders viz. the employees shareholders customersvendors and society your Company constantly endeavors and is committed to achieving thehighest level of standards of Corporate Governance. The Company seeks to achieve this goalby being:

• Transparent in its business dealings by disclosure of all relevant informationand by being fair to all stakeholders;

• By ensuring that the Company's activities are managed by an appropriatecomposition of Board of Directors comprising of promoter Directors and IndependentDirectors;

• Comply with all the applicable laws rules and regulations of the land in whichthe Company operates; and

• Ensuring the timely and accurate flow of information at various levels withinthe organization to enable the concerned personnel to discharge their functionseffectively.

As per the SEBI (Listing Obligations and Disclosures Requirements) 2015 introducedpursuant to SEBI Notification No. SEBI/LAD- NRO/GN/2015-16/013 dated September 2 2015which became effective from December 1 2015 read with Regulation 15(2)(a) of SEBI(Listing Obligations and Disclosures Requirements) 2015 Regulation 27(2)(a) isapplicable to only those listed entities having paid-up Equity Share Capital exceeding Rs.10

Crores and Net Worth exceeding Rs. 25 Crores. In light of the same the Company hasinformed BSE Limited regarding the non-applicability of Regulation 27(2)(a) of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015.

Your Company is committed to practices a culture that is built on core values andethical governance practices and is committed to transparency in all its dealings. AReport on Corporate Governance as per the provisions of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 forms part of this Annual Report.

MEETINGS AND COMPOSITION OF BOARD AND COMMITTEES AND ATTENDANCE OF DIRECTORS ANDCOMMITTEE MEMBERS

During the year under review the Board met 4 times viz. on Board of Directors met 4times i.e.(i) May 26 2018 (ii) August 13 2018 (iii) November 14 2018 and (iv)February 14 2019 respectively.

As required under Section 134(3) of the Companies Act 2013 and the rules framedthereunder the composition and meetings of board of directors and other committeemeetings were in line with the provisions of the Companies Act 2013 and the ListingRegulations details of which along with composition number of meetings of all otherBoard Committees meeting held during the year under review and attendance at the meetingsare provided in the Report on Corporate Governance forming a part of the Annual Report.

During the year under review all the recommendations of the Audit Committee wereaccepted by the Board of Directors

POLICY ON DIRECTORS'

APPOINTMENT AND REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee (NRC) has adopted a terms of reference which interalia deals withthe criteria for identification of members of the Board of Directors andselection/appointment of the Key Managerial Personnel/ Senior Management Personnel of theCompany. The NRC recommends appointment/re- appointment of Key Managerial Personnel/Senior Management Personnel of the Company based on their qualifications expertisepositive attributes and independence in accordance with prescribed provisions of theCompanies Act 2013 and rules framed thereunder and Listing Regulations. The NRC inaddition to ensuring diversity of race and gender also considers the impact the appointeewould have on Board's balance of professional experience background viewpoints skillsand areas of expertise. The current policy is to have an appropriate mix of executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management.

The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on our website http://rodium.net/

There has been no change in the policy since the last financial year. We affirm thatthe remuneration paid to the Directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of SEBI (ListingObligation and Disclosure Requirement) 2015 the Company has a Vigil Mechanism/WhistleBlower Policy to deal with instance of fraud and mismanagement.

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism wherein the employees are free to report Illegal or unethical behavioractual or suspected fraud or violation of the Company's Codes of Conduct or CorporateGovernment Policies or any improper activity to the Chairman of the Audit Committee of theCompany or to the Chairman of the Board.

Under the Vigil Mechanism/Whistle Blower Policy the confidentiality of those reportingviolatlon(s) is protected and they are not subject to any discriminatory practices. Nopersonnel have been denied access to the Audit Committee in this regard.

The said Vigil Mechanism/Whistle Blower Policy has been uploaded on website of theCompany and can be accessed at the following link: http://www.rodium.net/codes-policies.btnil

PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS

The performance evaluation of NonIndependent Directors and the Board as a wholeCommittees thereof and Chairman of the Company was carried out by Independent Directors.Pursuant to the provisions of the Act the Nomination & Remuneration Committee (NRC)specified the manner of effective evaluation of the performance of the Board itsCommittees and individual Directors. In terms of manner of performance evaluationspecified by the NRC the performance evaluation of the Board its Committees andindividual Directors was carried out by NRC and the Board of Directors. Further pursuantto Schedule IV of the Act and Regulation 17(10) of the SEBI LODR the evaluation ofIndependent Directors was done by the Board of Directors the directors who were subjectto evaluation did not participate as prescribed under Regulation 17(10) of SEBI LODR. Forperformance evaluation structured questionnaires covering various aspects of theevaluation such as adequacy of the size and composition of the Board and Committee thereofwith regard to skill experience independence diversity attendance and adequacy of timegiven by the Directors to discharge their duties Corporate Governance practices etc.were circulated to the Directors for the evaluation process. All Directors unanimouslyexpressed that the evaluation outcome reflected high level of engagement of the Board ofDirectors and its Committees amongst its members with the Company and its management andthat they are fully satisfied with the same.

The Company has received declarations from each of the Independent Directors confirmingthat they meet the criteria of independence as provided in the Companies Act 2013 andSEBI LODR.

RODIUM'S CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading Policy of the Company lays down the guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosures of unpublished price sensitive information and code of conduct for theprevention of Insider trading is available on our website

http://www.rodium.net/codes-poIicies.html

PARTICULARS OP EMPLOYEES

The ratio of remuneration of each director to the median employee's remuneration as perSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as"Annexure C" and forms part of the Board's Report.

There are no such employees throughout the financial year who is in (i) receipt of aremuneration for that year which in the aggregate was not less than Rs. One Crore TwoLakhs; (ii) receipt of remuneration for any part of that year at a rate which in theaggregate was not less than Rs. Eight Lakh Fifty Thousand per month; under Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

DISCLOSURE UNDER THE SEXUAL NAME="bookmark40">HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) as provided in the said Act isset up to redress complaints received regarding sexual harassment. All employees(including permanent contractual temporary trainee or any other category of employees)are covered under this policy.

The details of the complaints received during the year and status of the same is givenbelow:

a. Number of complaints of sexual harassment received during the year Nil
b. Number of complaints investigated during the year Nil
c. Number of complaints disposed- off during the year Nil
d. Total no. of cases pending for more than 90 days Nil
e. No. of workshops or awareness programmes carried out Not Applicable
f. Nature of action taken by the employer or district officer Not Applicable
g- Number of complaints investigated during the year Nil
h. Number of complaints disposed- off during the year Nil
i. Total no. of cases pending for more than 90 days Nil
j. No. of workshops or awareness programmes carried out Not Applicable
k. Nature of action taken by the employer or district officer Not Applicable

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee and Board forreview and approval and are in compliance with the requirements of Related PartyTransactions under the Companies Act 2013 and Listing Regulations.

All Related Party Transactions that were entered into during the Financial Year were onan arm's length basis and were In the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is providedas "Annexure D" to this Board's Report and forms part of the Annual Report.

DEMATERIALIZATION

Your Company's Equity Shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As on March31 2019 3205545 Equity Shares constituting 98.695% of the Equity Shares of yourCompany were held in dematerialized form.

LISTING

The Company's Equity Shares are presently listed with the BSE Limited under SecurityID- RODIUM Security Code- 531822.

SUBSIDIARY COMPANY

Your Company had 1 (One) Wholly Owned Subsidiary Company and 3 (Three) LLPs in India ason year under review. There were no Associate Companies or Joint Venture Companies withinthe meaning of section 2(6) of the Act.

• "RODIUM HOUSING PRIVATE LIMITED" (CIN- U45400MH2013PTC241820). Therehave been no significant operations in the Subsidiary during the year 2018-19. RodiumHousing Private Limited w.e.f April 16 2019 has been converted into Rodium Housing LLP.

• "READYSTAGE LLP" (LLP Identification Number: AAI-7135). The LLP wasincorporated on March 2 2017. Where Rodium Realty Limited has contributed 75% of thetotal Capital of LLP as on 31st March 2019. There has been no significantoperations during the year 2018-19.

• "81 ESTATE LLP" (LLP Identification Number: AAJ-6447). The LLP wasincorporated on June 7 2017. Where Rodium Realty Limited has contributed 99% of the totalCapital of LLP as on 31st March 2019. There has been no significantoperations during the year 201819.

• "CONTOUR DEVELOPERS LLP" (LLP

Identification Number: AAJ-6449). The LLP was incorporated on June 8 2017. WhereRodium Realty Limited has contributed 99% of the total Capital of LLP as on 31stMarch 2019. There has been no significant operations during the year 2018-19.

Your Company for the current financial Year 2019-2020 has incorporated 2(Two) moresubsidiary LLP the details are as mentioned below:

• "FLUID REALTY LLP" (LLP Identification Number: AAO-9376). The LLP wasincorporated on April 18 2019.

• XPERIA REALTY LLP (LLP Identification Number: AAO-9372). The LLP wasincorporated on April 18 2019.

Pursuant to provisions of Section 129(3) and rule 5 of Companies (Accounts) Rules 2014of the Act a statement containing the salient features of the financial statements of theCompany's subsidiary in Form AOC-1 is annexed herewith as "Annexure E".

IMPLEMENTATION OF RISK MANAGEMENT POLICY

Your Company is in the process of developing a comprehensive Risk Management Policy("Policy") commensurate with the Company's business operations and size.Initiatives have been taken for identification of various risks the company is exposed toparticularly with regard to financial risks. Information technology related risks legalrisks and risks of accounting fraud etc. Implementation of risk treatment plans andcontrols is in process. Your Company will continue to implement appropriate measures toachieve prudent balance between risk and reward in both ongoing and new businessactivities.

RISK MANAGEMENT COMMITTEE

The Company has in place a process to inform the Board about the risk assessment andminimisation procedures. It has an appropriate risk management system in place foridentification and assessment of risks measures to mitigate them and mechanisms fortheir proper and timely monitoring and reporting. Presently Regulation 21 of the SEBILODR with respect to Risk Management Committee is not applicable to your Company.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement of the Company prepared in accordance withthe applicable Accounting Standards along with all relevant documents and the Auditor'sReport forms part of this Annual Report.

The financial statements of Subsidiary companies as per the provisions of CompaniesAct 2013 are not attached along with the financial statements of the Company. Separateaudited financial statement of each of the subsidiaries is placed on the website of theCompany at web link http: //www.rodium.net/subsidiarv-company.html

In terms of Section 136 of the Companies Act 2013 (the Act') the Financial statementsand other documents of the Subsidiary Company are not required to be sent to the membersof the Company. However the financial information of the Subsidiary Company is disclosedin the Annual Report where ever required. The Company will provide a copy of the Auditedannual accounts in respect of its Subsidiary to any shareholder of the Company whorequests for it and the said Audited annual accounts will also be kept open for inspectionat the Registered Office of your Company.

REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT

There were no revisions of financial statements or Board's Report as per the provisionsof Section 131 of Companies Act 2013 and rules made thereunder.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION(1) OF SECTION 148 OF THE COMPANIES ACT 2013

The Central Government of India has not prescribed the maintenance of cost records forany of the products/services of the Company under sub-section (1) of section 148 of theAct and rules made thereunder and accordingly no such accounts or records are required tobe maintained by the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No case of fraud was reported by the Company's Auditors during the year pursuant tothe provisions of Section 143(12) of the Companies Act 2013.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

I. Conservation of energy

There are no such particulars of the Company which are required to be given in terms ofSection 134(3){m) read with Rule 8(3) of Chapter IX Rules of the Companies Act 2013regarding conservation of energy.

II. Research and Development (R&D)

Expenditure on R & D for the year ended March 31 2019 was NIL (previous year:NIL).

III. Technology absorption

There are no such particulars of the Company which are required to be given in terms ofSection 134(3)(m) read with Rule 8(3) of Chapter IX Rules of the Companies Act 2013regarding technology absorption.

The details of foreign exchange earned and outgo during the year under review is asbelow:

Total foreign exchange earnings 8i outgo for the current F.Y. 2018-19 and previousF.Y.2017-18 are NIL

BUSINESS RESPONSIBILITY REPORT

Presently the requirement of publishing Business Responsibility Report (BRR) underRegulation 34(2)(f) of SEBI LODR is not applicable to your Company.

CAUTIONARY STATEMENT

Certain Statements in this Annual Report describing the Company's objectivesprojections estimates expectations or predictions may be "forward lookingstatements" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factor thatcould make a difference to the Company's operations include raw material availability andits prices regulatory hurdles in project approvals changes in Government regulationsintroduction of new acts tax structure economic development of the country and otherincidental factors.

ACKNOWLEDGEMENTS

Your Directors express and place on record their gratitude for the faith reposed inand cooperation extended to and interest shown in the operations of the Company by theFinancial Institutions Banks Government Authorities Customers Business Associates andShareholders. Your Directors also wish to place on record their sincere appreciation ofthe employees at all levels for their hard work dedication and commitment throughout theyear.

By order of the Board

For Rodium Realty Limited

Sd/- Sd/-
Deepak Chheda Rohit Dedhia
Managing Director Whole-Time Director
(DIN:00419447) (DIN:02716686)
Date: May 29 2019
Place: Mumbai

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