DIRECTORS' REPORT Dear Shareholders, The Directors have pleasure to present their 9th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2015. PERFORMANCE REVIEW . During the year under review, your Company has executed and handed over possession of Residential/ Commercial projects covering an area of around 75,651 square feet. Presently your Company along-with its subsidiaries has 9 on-going projects at various stages of planning and development on the available land bank. This includes housing projects, integrated townships, shopping malls and commercial complexes. During the period under review, your company focused on improving productivity, reducing costs and utilized its cash flows most effectively. Your Company has changed the method of calculation of depreciation from Written Down Value (WDV) to Straight Line Method (SLM) for better presentation of Financial Statements. The Company has posted a net profit of Rs. 48.77 Lakhs for the year ended March 31, 2015 against net profit of Rs. 22.05 Lakhs in the previous year. Total Revenue stands at Rs. 4023.80 for the year ended March 31, 2015 and Rs. 6264.29 Lakhs for the year ended March 31, 2014. The consolidated net profit of the Company is Rs. 340.10 Lakhs for the year ended March 31, 2015 against net profit of Rs. 358.88 Lakhs for the year ended March 31, 2014. Total Revenue stands at Rs. 6483.14 Lakhs for the year ended March 31, 2015 and Rs. 9809.58 Lakhs for the year ended March 31, 2014. CHANGE IN THE NATURE OF BUSINESS, IF ANY There was no change in the nature of business of the Company during the financial year ended 31st March, 2015. DIVIDEND & RESERVES The Board in its meeting held on May 28, 2015 keeping in view the overall performance during the year recommended a dividend of Re. 1/- per equity share of Rs. 10 each (i.e. 10%) for the financial year ended 31st March, 2015, which if approved at the ensuing Annual General Meeting, will be paid to those members whose names appear in the Register of Members as on 28th August, 2015; with respect to the shares held in dematerialized form, it would be paid to members whose names are furnished by the NSDLand CDSLas beneficial owners as on that date. The total dividend outgo for the current year amounts to Rs. 208.01 Lakhs (inclusive of dividend distribution tax). During the year under review, no amount was transferred to General Reserve. MATERIAL CHANGES AND COMMITMENTS AFTERTHE BALANCE SHEET DATE There were no Material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31,2015) and date of the Report.(May 28,2015) SUBSIDIARIES /JOINT VENTURES.ASSOCIATES We along with our subsidiaries are involved in construction activities and providing rental services. As on March 31,2015, we have 11 subsidiaries and one associate. During the year Maple TieUp Private Limited became subsidiary of the Company pursuant to acquisition of 70% of its shares and Company divested its share holding in Rathi Ess En finance Co. Pvt Ltd which ceased to be the subsidiary thereon. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement of the Company and all its subsidiary and associate companies, which is forming part of the Annual Report. Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company upon receipt of written request from them and the Annual Accounts of the subsidiary companies will also be kept open for inspection by any shareholder of the Company at the registered office of the Company and that of the subsidiary companies concerned between 10.30 a.m. and 1.30 p.m. on any working day. Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available at our website atwww.rdbindia.com. A report on performance and financial position of each of the subsidiaries & associates companies included in the consolidated financial statement is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report. DIRECTORS'RESPONSIBILITY STATEMENT The Directors' Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 134(3)(c) of the Companies Act, 2013, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed:- 1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; 2. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period; 3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. that the Directors had prepared the annual accounts on a going concern basis; 5. that the internal financial controls to be followed by the Company were laid down and such internal financial controls were adequate and were operating effectively; and 6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS. KEY MANAGERIAL PERSONNEL (a) APPOINTMENT OF INDEPENDENT DIRECTORS: At the Annual General Meeting of the Company held on 5th September, 2014, the Members of the Company appointed Mr. Waseem Javed Khan (DIN: 06368949), Sri Ravi Prakash Pincha (DIN : 00094695) and Sri Mahendra Pratap Singh (DIN : 01839950) as Independent Directors under the Act for a term of up to 31st March, 2019. Mr. Waseem Javed Khan had joined the Board as Additional Director on 1st June, 2014. (b) CHANGE IN DIRECTORSHIP DURING THE YEAR: Mr. Surendra Kumar Parakh, Independent Director resigned from the Board due to some unavoidable circumstances, w.e.f. 1 st June, 2014. The Board places on record their appreciation for the services and contribution made by him during his tenure. (c) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. (d) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Directors are issued Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company's operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Company's website under the weblink: <http://rdbindia.com/pdf/codes%20and%20policies/FAMILIARIZATION_PROGRAMME.pdf> (e) APPOINTMENT OF NON- INDEPENDENT DIRECTORS: As per the provisions of Section 149(1) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company is required to have atleast one Woman Director on its Board. Keeping in view this requirement, Smt. Kusum Devi Dugar (DIN: 00559322) was appointed as an Additional Director w.e.f. 1st June, 2014 on recommendation of the Nomination and Remuneration Committee, whose appointment was regularized by the members in the 8th Annual General Meeting held on 5th September, 2014. (f) RETIREMENT BY ROTATION In accordance with the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mr. Pradeep Kumar Pugalia (DIN : 00501351) retires at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment. A brief profile of the above Directors seeking appointment/re-appointment required under Clause 49 of the Listing Agreement is given in the Notice of AGM. (g) KEY MANAGERIAL PERSONNEL The Board of Directors of the Company in their meeting held on 16th April, 2014 approved the continuation of office of the existing KMP, Mr. Anil Kumar Apat as the Chief Financial Officer of the Company and Mrs. Satabdi Sengupta as Company Secretary cum Compliance Officer of the Company. Mrs. Satabdi Sengupta, Company Secretary cum Compliance Officer resigned from her position w.e.f. 8th October, 2014. The Board places on record its appreciation for the services rendered by her during her association with Company. Further, Miss Deepika Sethia was appointed as Company Secretary cum Compliance Officer w.e.f. 14th November, 2015. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS The Board met Six times during the year. For details of the meetings of the board, kindly refer to the Corporate Governance Report, which forms part of this report. The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where 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 has been furnished in the Corporate Governance Report forming a part of this Annual Report. STAKEHOLDERS RELATIONSHIP COMMITTEE The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. NOMINATION AND REMUNERATION POLICY OF THE COMPANY The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - 1 and forms part of this Report. FORMAL ANNUAL EVALUATION One of the vital functions of the Board is monitoring and reviewing the Board Evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the Directors, in accordance with provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance of the Non Independent Directors and Board as a whole was also reviewed by the Independent Directors. The Board of Directors, in its Meeting held on 11th February, 2015 undertook the annual evaluation of its own performance, Board committees and individual Directors. The review concluded that the performance of the Directors, Committees & the Board as a whole, to be adequate and satisfactory. EXTRACT OF THE ANNUAL RETURN The extract of the Annual Return in accordance with section 134(3)(a) of the Companies Act,2013, in Form No. MGT - 9 forms part of the Board's Report and is annexed herewith as ANNEXURE - 2. INTERNAL FINANCIAL CONTROL SYSTEMS The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. RISK MANAGEMENT POLICY The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided by a company engaged in providing infrastructural facilities, specified in Schedule VI of Companies Act 2013, are exempted from disclosure in the Annual Report. Details of investments made under section 186 of the Companies Act 2013 are given in the note to the Financial Statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions as approved by the Board may be accessed on the Company's website at the link: ht 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 OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. CORPORATE SOCIAL RESPONSIBILITY The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE - 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company. Weblink: http://rdbindia.com/pdf/codes%20and%20policies/policy_on_corporate_social_responsibility.pdf PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as ANNEXURE - 4. None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL) ACT 2013 An Internal Complaints Committee has been constituted under the Anti Sexual Harassment Policy approved by the Board of Directors of the Company, which provides a forum to all female personnel to lodge complaints (if any) therewith for redressal. The Committee submits an annual report to the Audit Committee of the Board of Directors of your Company on the complaints received and action taken by it during the financial year. During the year, no complaint was lodged with the Internal Complaints Committee. VIGIL MECHANISM The Company has formulated a Vigilance Mechanism/Whistle Blower Policy as per the provisions of the Companies Act 2013 and clause 49 of Listing Agreement to provide a mechanism for employees of the Company to approach the Vigilance Officer/ Chairman of the Audit Committee of the Company for safeguards against victimization of persons who use such mechanism. The Vigilance Officer places the report/ status of complaints received and resolved, if any to the members ofAudit Committee. Further the aggrieved person can have direct access to the Chairman of Audit Committee. The policy is readily available on company's website: <http://rdbindia.com/pdf/codes%20and%20policies/vigilance_mechanism_or_whistle_blower_policy.pdf> MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in separate section and forms part of this report. CORPORATE GOVERNANCE Your company has complied with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a certificate of compliance from the Statutory Auditors, as required by Clause 49 of the Listing Agreement, forms a part of this Annual Report. CEO/CFO CERTIFICATION The CEO/ CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms part of this Annual Report. HUMAN RESOURCES Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of hR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION Your Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety. AUDITORS At the Annual General Meeting held on 5th September 2014, M/s. S M Daga & Co., Chartered Accountants (Firm Registration No. 303119E) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 13th Annual General Meeting, subject to ratification by the members annually. Accordingly, appointment of M/s. S. M. Daga & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. AUDITORS' OBSERVATION There are no reservations, qualifications or adverse remarks contained in Auditors' Report attached to the Balance Sheet as at 31st March, 2015. SECRETARIAL AUDITORS 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 for the financial year 2014-15. The company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2014-15 is annexed to this report as ANNEXURE-5. The Company is pleased to inform that there was no qualification/reservation/adverse remarks made by the Secretarial Auditor in his report. PUBLIC DEPOSIT The Company has not accepted Deposits falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 134 (3)(m) of the Companies Act,2013, read with the Companies (Accounts) Rules, 2014 are given in the ANNEXURE - 6 and forms part of this Report. ACKNOWLEDGEMENTS Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support. For and on behalf of the Board Sd/- Sunder Lal Dugar Chairman & Managing Director Place: Kolkata Date: 28th day of May, 2015 |