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Directors Report of RDB Realty & Infrastructure Ltd.

Mar 31, 2015

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.

FINANCIAL SUMMARY

A summary of Consolidated and Standalone financial results of the Company and its subsidiaries for the year ended 31st March 2015 is given below:

Consolidated Standalone

Particulars 2014-15 2013-14 2014-15 2013-14

Total Income 6,483.14 9,809.58 4,023.80 6,264.29

Less: Expenses 5,528.47 8,674.46 3,646.25 5,782.67

Profit before interest and depreciation 954.67 1,135.12 377.55 481.62

Less: a) Interest 377.85 455.32 275.06 362.44

b) Depreciation & Amortisation 41.25 97.62 37.51 73.51

Profit before taxation 535.57 582.18 64.98 45.67

Less:- Provisions for current tax and deferred tax 196.73 207.06 16.21 23.62

Profit After Tax 338.84 375.12 48.77 22.05

Add: Share of Profit/(Loss) in Associates 1.72 (0.21) -- --

Less:- Minority Adjustment (0.46) (16.03) -- -- Profit After Tax after minority adjustments 340.10 358.87 48.77 22.05

Add: Balance brought forward from last year 4,047.01 3,891.67 3,147.40 3,328.88

Balance available for appropriations 4,387.11 4,250.55 3,196.17 3,350.93

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83 172.83 172.83 172.83

b) Provision for dividend tax 35.18 29.37 35.18 29.37

c) Dividend distribution tax for earlier years -- 1.33 -- 1.33

Balance carried to the Balance Sheet 4,179.09 4,047.01 2,988.16 3,147.40

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 demateriallzed 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/JOINTVENTURES/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 Tiellp 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 forthat 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 fora 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.

AUDIT COMMITTEE

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

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: it

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%20polices/policy_on_ related_party_transactions.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

Place: Kolkata

Date: 28th day of May, 2015 Sd/-

Sunder Lal Dugar Chairman & Managing Director






Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 8th Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March 2014.

FINANCIAL PERFORMANCE

A summary of consolidated financial results of the company and its subsidiaries for the year ended 31st March 2014 is given below:

Consolidated Financial Performance (Rs. in Lakhs)

Particulars Financial Year 2013-14

Total Income 9809.58

Less: Expenses 8674.46

Profit before interest and depreciation 1135.12

Less: a) Interest 455.32

b) Depreciation & Amortisation 97.62

Profit before taxation 582.18

Less: - Provisions for current tax and deferred tax 207.06

Profit After Tax 375.12

Add: Share of Profit/ (Loss) in Associates (0.21)

Less:-Minority Adjustment (16.03)

Profit After Tax after minority adjustments 358.87

Add: Balance brought forward from last year 3891.67

Balance available for appropriations 4250.55

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83

b) Provision for dividend tax 29.37

c) Dividend distribution tax for earlier years 1.33

Balance carried to the Balance Sheet 4047.01

(Rs. in Lakhs)

Particulars Financial Year 2012-13

Total Income 12190.66

Less: Expenses 10171.70

Profit before interest and depreciation 2018.96

Less: a) Interest 591.15

b) Depreciation & Amortisation 77.58

Profit before taxation 1350.23

Less: - Provisions for current tax and deferred tax 374.12

Profit After Tax 976.11

Add: Share of Profit/ (Loss) in Associates (0.15)

Less:-Minority Adjustment (13.34)

Profit After Tax after minority adjustments 962.62

Add: Balance brought forward from last year 3129.92

Balance available for appropriations 4092.54

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83

b) Provision for dividend tax 28.04

c) Dividend distribution tax for earlier years —

Balance carried to the Balance Sheet 3891.67

A summary of standalone financial results for year ended 31st March 2014 is given below:

Stand - alone Financial Performance (Rs. in Lakhs)

Particulars Financial Year 2013 -14

Total Income 6264.29

Less: Expenses 5782.67

Profit before interest and depreciation 481.62

Less: a) Interest 362.44

b) Depreciation 73.51

Profit before Taxation 45.67

Less: - Provisions for current tax and deferred tax 23.62

Profit After Tax 22.05

Add: Balance brought forward from last year 3328.88

Balance available for appropriations 3350.93

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83

b) Provision for dividend tax 29.37

c) Dividend distribution tax for earlier years 1.33

Balance carried to the Balance Sheet 3147.40

(Rs. in Lakhs)

Particulars Financial Year 2012 - 13

Total Income 10751.60

Less: Expenses 9063.86

Profit before interest and depreciation 1786.74

Less: a) Interest 518.31

b) Depreciation 50.81

Profit before Taxation 1118.62

Less: - Provisions for current tax and deferred tax 295.55

Profit After Tax 823.07

Add: Balance brought forward from last year 2706.68

Balance available for appropriations 3529.75

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83

b) Provision for dividend tax 28.04

c) Dividend distribution tax for earlier years -

Balance carried to the Balance Sheet 3328.88

REVIEW OF OPERATIONS

During the year under review, your Company has executed and handed over possession of Residential Projects covering an area of around 1,87,786 square feet. Presently your Company along-with its subsidiaries has 13 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 not brought any changes in its accounting policies during the year under review.

DIVIDEND

Keeping in view the overall performance during the year, your directors are pleased to recommend a final dividend of Re. 1/- per equity share of Rs. 10 each (i.e. 10%) for the financial year ended 31st March, 2014, which if approved will be paid to those members whose names appear in the Register of Members as on 28th August, 2014; with respect to the shares held in dematerialized form, it would be paid to members whose names are furnished by the NSDL and CDSL as beneficial owners as on that date. The total dividend outgo for the current year amounts to Rs. 202 Lacs (inclusive of dividend distribution tax).

DIRECTORS

The strength of Board of the company is 8, which includes 4 Independent Directors, 1 Non-executive Director, 1 Whole-time Director and 1 Chairman & Managing Director.

Mr. Waseem Javed Khan and Smt. Kusum Devi Dugar joined the Board of the Company with effect from 1st June 2014 as Additional Directors. They will hold such office only upto the date of the ensuing Annual General Meeting of the Company. The Company has received requisite notice in writing from a member proposing appointment of Smt. Kusum Devi Dugar as Director liable to retire by rotation and for appointment of Mr. Waseem Javed Khan as Independent Director of the Company for a term upto 31st March 2019, subject to the approval of the members.

In order to align the term of existing Independent Directors with the provisions of the Companies Act, 2013, the Board of Directors in their meeting held on 28th May, 2014 has proposed the appointment of Sri Ravi Prakash Pincha, Sri Mahendra Pratap Singh and Sri Om Prakash Rathi as Independent Directors of the Company for a term upto 31st March 2019, subject to the approval of the members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Sri Sunder Lai Dugar retires at the ensuing Annual General Meeting (AGM) and being eligible offers himself for reappointment.

The Board recommends the appointment of above directors with a view to avail their valuable advices and wise counsel. 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.

Sri Surendra Kumar Parakh, Independent Director resigned from the Board w.e.f 01st June, 2014. The Board places on record their high sense of appreciation for their valuable advices and guidance given during his association with the Company.

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. Presently your Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

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.

SUBSIDIARY COMPANIES

As on March 31,2014, your Company has the following 11 subsidiaries:

1. Bahubali Tie-Up Private Limited

2. Baron Suppliers Private Limited

3. Bhagwati Builders & Development Private Limited

4. Bhagwati Plastoworks Private Limited

5. Headman Mercantile Private Limited

6. Kasturi Tie-Up Private Limited

7. Raj Construction Projects Private Limited

8. Rathi EssEn Finance Company Private Limited

9. RDB Legend Infrastructure Private Limited

10. RDB Realty Private Limited

11. Triton Commercial Private Limited

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India and the Listing Agreement, Consolidated Financial Statements, which includes the financial information of the subsidiaries, are enclosed and forms part of this Annual Report.

In compliance with the General Circular No. 2/2011 dated February 8th 2011, issued by Ministry of Corporate Affairs, the Annual Reports of the subsidiary companies arc not attached with this 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.

In compliance with the terms of the exemption granted by Ministry of Corporate Affairs, Government of India, a statement showing relevant details for the year ended 31st March, 2014 of the subsidiaries have been included in the Consolidated Financial statements of the Company which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, 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;

2. that the Directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

The Board, on recommendation of the Audit Committee, has proposed that M/s S M Daga & Co., Chartered Accountants, Statutory Auditors, who retire at the ensuing Annual General Meeting and being eligible for re-appointment, have offered themselves for re-appointment be re-appointed as Statutory Auditors of the Company to hold office till the conclusion of fifth consecutive Annual General Meeting (AGM), subject to ratification by members at every AGM held after the ensuing AGM. M/s S M Daga & Co. have further confirmed that the said re-appointment will be in conformity 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, 2014.

PUBLIC DEPOSIT

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under Section 58 (A) of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

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 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure 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

Place. Kolkata Sunder Lai Dugar Date: 28th day of May, 2014 Chairman & Managing Director




Mar 31, 2013

The Directors have pleasure in presenting the 7th Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

A summary of consolidated financial results of the Company and its subsidiaries for the year ended 31st March, 2013 is given below:

Consolidated Financial Performance

(Rs. in Lacs) Financial Year Financial Year Particulars 2012-13 2011-12

Total Income 12,190.66 13,899.25

Less : Expenses 10,171.70 11,116.38

Profit before interest and depreciation 20,18.96 2,782.87

Less : a) Interest 591.15 896.20

b) Depreciation & Amortisation 77.58 63.13

Profit before taxation 1,350.23 1,823.53

Less : Provisions for current tax and deferred tax 374.12 455.57

Profit after Tax 976.11 1367.96

Add : Share of Profit/(Loss) in Associates (0.14) 10.60

Less: Minority Adjustment (13.34) (56.43)

Profit after Tax after minority adjustments 962.63 1,322.13

Add: Balance brought forward from last year 3,129.92 1,902.69

Balance available for appropriations 4,092.55 3,224.82

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83 108.00

b) Provision for dividend tax 28.04 17.52

Balance carried to the Balance Sheet 3,891.68 3,099.30

A summary of standalone financial results for year ended 31st March, 2013 is given below :

Stand-alone Financial Performance (Rs. in Lacs)

Financial Year Financial Year

Particulars 2012-13 2011-12

Total Income 10,751.60 8,994.15

Less : Expenses 9,063.86 6,879.52

Profit before interest and depreciation 1,786.74 2,114.63

Less : a) Interest 518.31 939.99

b) Depreciation & Amortisation 5081 38.08

Profit before Taxation 1,118.62 1,136.56

Less: Provisions for current tax and deferred tax 295.55 231.02

Profit after Tax 823.07 905.55

Add : Balance brought forward from last year 2,706.68 1,926.66

Balance available for appropriations 3,529.75 2,832.21

Less : Appropriations

a) Provision for proposed dividend on equity shares 172.83 108.00

b) Provision for dividend tax 28.04 17.52

Balance carried to the Balance Sheet 3,328.88 2,706.69

REVIEW OF OPERATIONS

During the year under review, the Company''s Total Income has increased by 19.54% to Rs. 10,751.60 Lakhs as compared to Rs. 8,994.15 Lacs during the preceding year.

During the year under review, your Company has executed and handed over possession of Residential Projects covering an area of around 1,64,370 square feet and Commercial Projects covering an area of around 1,523 square feet resulting in aggregate completion of around 1,65,893 square feet.

Presently your Company along-with its subsidiaries has 13 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. It is the vision of your Company to achieve best of professionalism and to develop, build and deliver best of real estate and quality construction.

During the period under review, your Company focused on improving productivity, reducing costs and utilized its cash flows most effectively.

Your Company has not brought any changes in its accounting policies during the year under review.

More details about the business and operations of your Company are provided in the Management Discussion and Analysis Report, forming part of this Annual Report.

DIVIDEND

Keeping in view the overall performance during the year, your directors are pleased to recommend a final dividend of Rs. 1/- per equity share of Rs. 10 each (i.e. 10%) for the financial year ended 31st March, 2013, which if approved will be paid to those members whose names appear in the Register of Members as on 31st July, 2013; with respect to the shares held in dematerialized form, it would be paid to members whose names are furnished by the NSDL and CDSL as beneficial owners as on that date. The total dividend outgo for the current year amounts to Rs. 200.87 Lacs (inclusive of dividend distribution tax).

AMALGAMATION

A Scheme of Amalgamation of M/s. Pincha Home Builders Private Limited with your Company was sanctioned by the Hon''ble High Court at Calcutta vide order dated 27th July, 2012. The order of Hon''ble High Court was filed with the Registrar of Companies, West Bengal on 25th September, 2012. As a result of the said amalgamation, your Company has achieved synergy in its operations. In terms of scheme of Amalgamation 64,83,400 no. of fully paid up equity shares of the Company has been alloted to the shareholders of the said Pincha Home Builders Private Limited.

DIRECTORS

The strength of Board Members of the Company is seven, which includes 5 Independent Director, 1 Whole-Time Director and 1 Chairman & Managing Director.

The Board of Directors re-appointed Sri Sunder Lai Dugar as the Managing Director and Sri Pradeep Kumar Pugalia as the Whole- Time Director of the Company for a further period of 3 years from 1st July, 2013 to 30th June, 2016, subject to the approval of Shareholders in the ensuing Annual General Meeting.

Sri Surendra Kumar Parakh was appointed by the Board of Directors as an additional director w.e.f. 8th August, 2012. Sri Parakh holds office up to the ensuing Annual General Meeting of the Company and being eligible offers himself for appointment as the Director of the Company. The Company has received a notice from a member under section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Sri Surendra Kumar Parakh for the office of director of the Company liable to retire by rotation.

In terms of Section 256 of the Companies Act, 1956 and Article 89 of Articles of Association of the Company, Sri Om Prakash Rathi, Independent Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Management Discussion and Analysis as per Clause 49 of the Listing Agreement with the stock exchanges is forming part of this Annual Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, as provided under Clause 49 of the Listing Agreement with the stock exchanges, as amended from time to time are complied with.

A separate report on Corporate Governance along with the Auditors'' Certificate for its due compliance is forming 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. Presently your Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

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.

SUBSIDIARY COMPANIES

As on March 31, 2013, your Company has the following 11 subsidiaries:

1. Bahubali Tie-Up Private Limited

2. Baron Suppliers Private Limited

3. Bhagwati Builders & Development Private Limited

4. Bhagwati Plastoworks Private Limited

5. Headman Mercantile Private Limited

6. Kasturi Tie-Up Private Limited

7. Raj Construction Projects Private Limited

8. Rathi Essen Finance Company Private Limited

9. RDB Legend Infrastructure Private Limited

10. RDB Realty Private Limited

11. Triton Commercial Private Limited

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India and the Listing Agreement, Consolidated Financial Statements, which includes the financial information of the subsidiaries, are enclosed and forms part of this Annual Report.

In compliance with the General Circular No. 2/2011 dated February 8th 2011, issued by Ministry of Corporate Affairs, the Annual Reports of the subsidiary companies are not attached with this 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.

In compliance with the terms of the exemption granted by Ministry of Corporate Affairs, Government of India, a statement showing relevant details for the year ended 31st March, 2013 of the subsidiaries have been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, 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;

2. that the Directors have 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 or loss of the Company for that period;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s S. M. Daga & Co., Chartered Accountants, Statutory Auditors retire at the ensuing Annual General Meeting and being eligible for re-appointment, have offered themselves for re-appointment and have further confirmed that the said re-appointment will be in conformity with the provisions of Section 224 (IB) of the Companies Act, 1956. The Board of Directors upon the recommendation of the Audit Committee proposes the re-appointment of M/s S. M. Daga & Co., Chartered Accountants as the Statutory Auditors of the Company.

PUBLIC DEPOSIT

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under Section 58 (A) of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

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 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure 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

Place : Kolkata Sunder Lai Dugar

Date : 27th day of May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 6th Annual Report on the business and operations of the Company together with the audited accounts for the year ended 31st March 2012.

Consolidated Financial Performance

(Rs in Lacs)

Particulars Financial Year Financial Year

2011-2012 2010-2011

Total Income 13,899.25 10,021.68

Less: Expenses 11,116.38 7,967.85

Profit/(Loss) before interest and depreciation 2,782.87 2,053.84

Less: a) Interest 896.20 338.90

b) Depreciation 63.13 56.90

Profit/(Loss) before taxation 1,823.53 1,658.04

Add: Prior Period Income - 0.80

Less:- Provisions for current tax and deferred tax 455.57 412.69

Profit/(Loss) After Tax 1,367.96 1,246.14

Add: Share of Profit/Loss in Associates 10.60 0.16

Less:- Minority Adjustment 56.43 (11.89)

Profit/(Loss) After Tax and minority adjustments 1,322.13 1,258.19

Add: Balance brought forward from last year 1,902.69 858.13

Balance available for appropriations 3,224.82 2,116.32 Less: Appropriations

a) Provision for proposed dividend on equity shares 108.00 64.80

b) Provision for dividend tax 17.52 10.51

c) Transfer to general reserves - 100.00

Balance carried to the Balance Sheet 3,099.30 1,941.01

Stand-Alone Financial Performance

(Rs in Lacs)

Particulars Financial Year Financial Year 2011-2012 2010-2011

Total Income 8,994.15 6,641.59

Less: Expenses 6,879.52 5,435.54

Profit/(Loss) before interest and depreciation 2,114.63 1,206.86

Less a) Interest 939.99 362.21

b) Depreciation 38.08 36.04

Profit/(Loss) before taxation 1,136.56 807.80

Add: Prior Period Income - 0.80

Less: Provisions for current tax and deferred tax 231.02 195.36

Profit/(Loss) After Tax 905.55 613.24

Add: Balance brought forward from last year 1,926.66 1,488.73

Balance available for appropriations 2,832.21 2,101.97 Less: Appropriations

a)Provision for proposed dividend on equity shares 108.00 64.80

b) Provision for dividend tax 17.52 10.51

c) Transfer to general reserves - 100.00

Balance carried to the Balance Sheet 2,706.69 1,926.66

Review of operations

During the year under review, the Company's total income has increased by 35.42 % to Rs8,994.15 Lacs as compared to Rs6,641.59 Lacs during the preceding year.

During the year under review, your Company has executed and handed over Residential Projects covering an area of around 56,061 square feet and Commercial Projects covering an area of around 1,05,000 square feet resulting in aggregate completion of around 1,61,061 square feet.

Presently your Company along-with its subsidiaries has 20 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. It is the vision of your Company to achieve best of professionalism and to develop, build and deliver best of Real Estate and quality construction.

During the period under review, your Company focused on improving productivity, reducing costs and utilised its cash flows most effectively.

The Company has not brought any changes in its accounting policies during the year under review.

More details about the business and operations of your Company are provided in the Management Discussion and Analysis Report, forming part of this Annual Report.

Dividend

Your directors are pleased to recommend a final dividend of Rs1/- per equity share of Rs10 each (i.e. 10%) subject to the approval of members at the ensuing Annual General Meeting, for the financial year ending 31st March 2012.

Business Activity

The main business activity of your Company is development and construction of residential and commercial projects.

The Company has been awarded 4 (four) new projects by HSCC, namely, AIIMS Delhi (Hostel Block), AIIMS Bhubaneswar (Hostel Block), RIMS Imphal (Hostel Block) and RIMS Imphal (OPD Block). There are 5 projects which are scheduled to be completed in the coming year.

During the year under review, your Company has not changed its existing line of business.

Directors

The strength of Board Members of the Company is six, which includes 4 Independent Director, 1 Whole-time Director and 1 Chairman & Managing Director.

In terms of Section 256 of the Companies Act, 1956 and Clause No. 89 of Articles of Association of the Company, Mr. Mahendra Pratap Singh, Independent Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Brief resume of Mr. Mahendra Pratap Singh, who is proposed to be reappointed and other details as stipulated under Clause 49 of the Listing Agreement, is provided in the Notice for convening the Annual General Meeting.

Your Directors recommend the above appointment/ re-appointment.

None of the Directors of your Company is disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956.

Loan to Directors and Executives

There were no loans to Directors and Executives during the financial period.

Management Discussion and Analysis Report

A separate report on Management Discussion and Analysis

as per Clause 49 of the Listing Agreement with the stock exchanges is forming part of this Annual Report.

Corporate Governance

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, as provided under Clause 49 of the Listing Agreement with the stock exchanges, as amended from time to time are complied with.

A separate report on Corporate Governance along with the Auditors' Certificate for its due compliance is forming 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. Presently your Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

Secretarial Compliance Certificate

In the absence of the Company Secretary of the Company, the Board had appointed Ms Minu Tulsian, Company Secretary, for issuance of Compliance Certificate in terms of the provisions of Section 383A of the Companies Act, 1956. The compliance certificate received in accordance with provisions of Sections 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 forms part of this Annual Report. The said compliance is self-explanatory and needs no comments.

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 maximise worker protection and safety.

Subsidiary Company

Your Company has 11 subsidiaries as on 31st March 2012. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India and the Listing Agreement, Consolidated Financial Statements, which includes the financial information of the subsidiaries, are enclosed and forms part of this Annual Report.

As per General Circular No. 2/2011 dated 8th February 2011, issued by Ministry of Corporate Affairs, the requirement of Section 212 of the Companies Act, 1956, (which requires Holding company to attach the Annual Report(s) of subsidiary companies with its Annual Report) has been done away provided certain conditions are fulfilled by the Company. Your Company has complied with all the conditions as per the said circular and therefore Annual Report of the subsidiary companies are not attached with this Report.

In compliance with the terms of the exemption granted by Ministry of Corporate Affairs, Government of India, we have presented summary financial information for each subsidiary which includes Capital, Reserves, Total Assets, Total Liabilities, Details of Investment (except in case of Investment in the Subsidiaries), Turnover, Profit before taxation, Provision for taxation, Profit after taxation and Proposed Dividend which forms part of this Annual Report.

Annual Accounts of the subsidiary companies and the related detailed information will be made available to the investors of holding and subsidiary companies upon request from the shareholders and the Annual Accounts of the subsidiary companies will also be kept for inspection by any investor in its registered office and that of the subsidiary companies concerned.

Directors' Responsibility Statement

The Director's Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, 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;

2. that the Directors have 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 or loss of the Company for that period;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the annual accounts on a going concern basis;

Auditors

M/s S M Daga & Co., Chartered Accountants, Statutory Auditors retire at the ensuing Annual General Meeting and being eligible for re-appointment, have offered themselves for re-appointment and have further confirmed that the said re-appointment will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956. The Board of Directors upon the recommendation of the Audit Committee proposes the re-appointment of M/s S M Daga & Co., Chartered Accountants as the Statutory Auditors of the Company.

Auditors observation

There are no reservations, qualification or adverse remark contained in the Auditors Report attached to the Balance Sheet as at 31st March 2012.

Public Deposit

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under Section 58 (A) of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Listing at Stock Exchange

The equity shares of the Company are presently listed at BSE Limited, P.J Towers, Dalal Street, Mumbai and The Calcutta Stock Exchange Limited, 7 Lyons Range, Kolkata and the Company has paid listing fee upto 31st March 2013 in respect of above stock exchanges.

Investor Relations

Investor Relations have been cordial during the year. As a part of compliance, the Company has a Shareholder's/ Investor's Grievance Committee to redress the issues relating to investors. It consists of three members namely Mr. Om Prakash Rathi, Independent Director, Mr. Mahendra Pratap Singh, Independent Director and Mr. Pradeep Kumar Pugalia, Whole-Time Director of the Company. Mr. Om Prakash Rathi, Independent Director is the Chairman of the Committee. The details of this Committee are provided in the Corporate Governance Report forming part of this Annual Report.

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 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure 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

Place: Kolkata S. L. Dugar

Date: 28.05.2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Fourth Annual Report and audited accounts for the year ended 31st March 2010.

(Rupees in Lacs)

Particulars 2009-10 2008-09

Income from operations 4,571.47 - - -

Other income 162.28 - - -

Profit before interest and depreciation 850.00 (0.09)

Less: a) Interest 173.09 - - -

b) Depreciation 46.54 - - -

Profit before taxation 630.37 (0.09)

Less: Provisions for current tax, deferred tax and fringe benefit tax 88.39 - - -

Profit (Loss) After Tax 541.98 (0.09)

Add: Balance brought forward from last year (2.05) (1.96)

Add: Balance transferred from RDB Industries Limited on 948.81 - - - demerger of Real Estate Undertaking

Balance available for appropriation 1,488.74 (2.05)

Balance carried to the Balance Sheet 1,488.74 (2.05)

Review of operations

Pursuant to the scheme of demerger, the Real Estate Undertaking of RDB Industries Limited has been demerged to the company and by virtue of the same the operations and profit after tax of your Company stood at Rs 4571.47 lacs towards Sales and Rs 541.98 lacs towards Profit after tax of the company. The same is not comparable with previous year as there was no such business in the company.

During the year under review, the Company has not brought any changes in its accounting policies.

Demerger

The Scheme of Arrangement of RDB Realty & Infrastructure Limited (the Company) with RDB Industries Limited was approved by the Honble High Court of Calcutta, vide Order dated 12.04.2010. The Certified copy of the order of the Honble High Court was filed with the Registrar Of Companies, West Bengal under Section 391(2) & 394 of the Companies Act, 1956 on 24.05.2010. The Share Exchange Ratio being fixed as 1:1.

Dividend

With a view to conserve the resources for long-term growth your directors do not consider declaration of dividend for the year under review

Directors

Mr. Abhishek Satyanarayan Rathi and Mr. Mahendra Pratap Singh, Independent Directors, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Your Directors recommend the above appointment/re-appointment.

None of the Directors of your Company is disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956.

Particulars of employees

The Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

Directors responsibility statement

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm:- 1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. that the Directors have 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 or loss of the Company for that period;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the annual accounts on a going concern basis;

Auditors

M/s M.K. Surana & Co., Chartered Accountants, the statutory auditors of the Company who are to retire at the ensuing Annual General Meeting, being eligible, have offered themselves for re-appointment and have further confirmed that the said re-appointment will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Auditors observation

Observations of the auditors when read together with relevant notes on accounts and accounting policies are self- explanatory and do not require any further comments.

Public deposit

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under Section 58 (A) of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of 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 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms a part of this Report.

Subsidiary companies

Pursuant to the scheme of Arrangement of RDB Realty & Infrastructure Limited (the Company) with RDB Industries Limited, following companies have now became the subsidiary companies of RDB Realty & Infrastructure Limited:-

¦ Bahubali Tie-Up Pvt. Ltd.

Baron Suppliers Pvt. Ltd.

Bhagwati Builders And Development Pvt. Ltd.

Bhagwati Plasto Works Pvt. Ltd.

Headman Mercantile Pvt. Ltd.

Kasturi Tie-Up Pvt. Ltd.

Raj Construction Projects Pvt. Ltd.

Rathi Essen Finance Company Pvt. Ltd.

Triton Commercial Pvt. Ltd.

Further in conjunction with the consolidated financial statements enclosed with the accounts, prepared in accordance with the Accounting Standard 21. Your company have already applied to the Central Government for exemption from the provisions of Section 212(1) of the Companies Act, 1956 relating to the attachment of the accounts of its subsidiaries, and therefore the accounts of the subsidiary companies would not be attached with accounts of your company, if exemption under Section 212(8) of the Companies Act, 1956 is granted by the Central Government and consequently a statement to this effect would be provided to the members along with the notice convening the forthcoming Annual General Meeting. Annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at your companys registered office and that of the subsidiary companies concerned.

Acknowledgments

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

Place: Kolkata S. L. Dugar R. P. Pincha

Date: 29.05.2010 Director Director

 
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