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Directors Report of Rodium Realty Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Second Annual Report of the Company together with the Audited Statements of Account for the year ended March 31, 2015.

Financial Results

The financial performance of the Company for the year ended March 31, 2015 is summarized below:

(Rs. in Lakhs)

Particulars Year Ended 31.03.2015

Profit Before Depreciation, Interest and Tax 388.86

Less: Interest 77.84

Depreciation 21.65

Profit before Tax 289.37

Current Tax 92.33

MAT Credit Entitlement -

Provision for Deferred Tax (4.49)

Income Tax adjustments of earlier years -

Profit after Tax 201.53

Add: Balance brought forward 19.84

Amount Available for Appropriation 221.37

Appropriations:

Proposed Dividend on Preference Shares 63.00

Proposed Dividend on Equity Shares 25.98

Dividend Distribution Tax 18.11

Adjustment relating to Depreciation (Net of Deferred Tax) 5.75

Surplus Carried to Balance Sheet 108.53

Particulars Year Ended 31.03.2014

Profit Before Depreciation, 564.83 Interest and Tax 171.19 Less: Interest 15.36 Depreciation 378.28 Profit before Tax 69.59 Current Tax (10.76) MAT Credit Entitlement 58.64 Provision for Deferred Tax 0.31 Income Tax adjustments of earlier years 260.50 Profit after Tax (74.25) Add: Balance brought forward 186.25 Amount Available for Appropriation

Appropriations: 126.00 Proposed Dividend on Preference Shares 16.24 Proposed Dividend on Equity Shares 24.17 Dividend Distribution Tax

Adjustment relating to Depreciation - (Net of Deferred Tax) 19.84 Surplus Carried to Balance Sheet

Review of Operations and Business

During the financial year under review, the total revenue of the Company amounted to Rs. 2246.13 Lakhs as against the previous year's revenue of Rs. 1926.58 Lakhs. Your Company has registered the net profit after tax of Rs. 201.53 Lakhs as compared to previous year's net profit of Rs. 260.51 Lakhs.

The year under review was a better year for the real estate sector compared to the previous year, when the industry faced several challenges like sluggish demand, lower industry volumes and delays in regulatory approvals. During the year, the regulatory hurdles with respect to the approval for on-going and new projects were removed to a considerable extent. Realty projects, which were at a standstill due to the regulatory impasse, received approvals for carrying on further development and construction.

X'Czar is the Company's premium residential project at Juhu Scheme with a ten storied structure with stilt and podium and will provide the latest state of the art facilities, amenities and accessories including infinity swimming pool on the terrace for its owners. The work on site is complete; the Company has applied for occupation certificate, which is expected to be herein within a short span of time. The site is completely operational i.e., car lifts, passenger lifts, water connection, electricity meters, elegant furnished lobby etc.

Your Company is poised to commence the development work shortly on its Residential cum Commercial project "X'Point" at Kandivali, Mumbai for which the initial approvals for its redevelopment from the MCGM was received in March 5, 2013 further approval for complete 2.70 FSI is also obtained by the Company on February 18, 2015. The Company had issued notice to the existing members to vacate and hand over peaceful possession of their flats for demolition. The demolition work had commenced from May 2015. As per the current estimates, the Company shall complete the construction and handover the possession in 2017-18.

The Company also proposes to launch one more Residential cum Commercial Project in Matunga (Central), Mumbai during the current financial year and the development plans for the said project will be put up for approval shortly.

Apart from Mumbai, your Company is continuously looking out for opportune land parcels in and around Mumbai.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of this Report.

Dividend

Your Directors have pleasure in recommending the equity dividend of 8% aggregating to Rs. 25.98 Lakhs for the Financial Year 2014-15. Your Directors have also recommended dividend of 9% on the Cumulative Redeemable Preference Shares for the Financial Year 2014-15 aggregating to Rs. 63 Lakhs. These dividends, together with the dividend distribution tax, education cess and sucharge thereon, will involve an outgo of Rs. 107.09 Lakhs.

The dividend is subject to the approval of the members at the ensuing Annual General Meeting and will be paid to shareholders whose names appear in the Register of Members as on September 19, 2015; in respect of shares held in dematerialized form, it will be paid to shareholders whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Share Capital

The Company has two classes of shares, viz. Equity Shares and Preference Shares. The Authorized Share Capital is Rs. 13.00 Crore, divided into 6,000,000 (Sixty Lakhs) equity shares of Rs.10/- each and 7,000,000 (Seventy Lakhs) Cumulative Redeemable Preference Shares of Rs.10/- each. The Issued, Subscribed and Paid up capital as at March 31, 2015 was Rs. 10.44 Crore, (Rupees Ten Crore Forty Four Lakhs), divided into 3,247,900 (Thirty Two Lakhs Forty Seven Thousand Nine Hundred) equity shares of Rs. 10/- each, fully paid up, and 7,000,000 (Seventy Lakhs) Cumulative Redeemable Preference Shares of Rs.10/- each, fully paid up. The Company had forfeited shares amounting to Rs.1,970,750/- (Rupees Nineteen Lakhs Seventy Thousand Seven Hundred Fifty).

Internal Control and Internal Audit

The Company has an Internal Control System, commensurate with the size, scale and complexity of the operations. The Company has in place well-defined internal control mechanisms and comprehensive internal audit programs which, are reviewed and approved by the Audit Committee at the beginning of each financial year 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 carry out the internal audit of the Company and are being re-appointed as Internal Auditors continuing for the financial year 2015-16.

Statutory Audit

M/s. M. M. Nissim & Co., Chartered Accountants (Firm Registration No. 107122W), are the Statutory Auditors of the Company who hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for a term of 5 years from the Financial Year 2015-16 till the Financial Year 2019-20, subject to ratification by members at every Annual General Meeting. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors, the Company has obtained written confirmation from M/s. M. M. Nissim & Co., Chartered Accountants (Firm Registration No. 107122W) that their appointment, if made, would be in conformity with the limits specified in under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. As required under the Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board of Directors, upon the recommendation of the Audit Committee, proposes the re-appointment of M/s. M. M. Nissim & Co., Chartered Accountants (Firm Registration No. 107122W) as the Statutory Auditors of the Company.

Members are informed that there has been no adverse remark by the Auditors on the Auditors Report for the Financial Year 2014-15.

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 has appointed M/s. B. Desai and Associates (CP No. 7711) a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of Secretarial Audit is annexed as Annexure "A".

Directors

As on date, the Board of Directors of the Company comprise of eight Directors, of which four are Independent Directors. The Board of Directors of the Company comprises of eminent, experienced and reputed professionals from different fields.

1) Appointment of Directors

The Board of Directors has appointed Ms. Tejal Daftary as a Woman Director w.e.f. August 13, 2014 in the casual vacancy caused by the resignation of Mr. Nilesh Vikamsey.

2) Retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rohit Dedhia, Director retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

The Notice convening the Annual General Meeting includes the proposals for re- appointment of the Directors. In compliance with Clause 49 IV (G) of the Listing Agreement, brief resumes of the Directors proposed to be re-appointed have been provided in the Explanatory Statement annexed to the Notice convening the Annual General Meeting. Specific information about the nature of their expertise in specific functional areas and the names of the companies in which they hold directorship and membership/ chairmanship of the Board Committees has been included in the Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement.

3) Independent Directors

All Independent Directors have given the declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Meetings

During the year under review, Board of Directors met 4 times i.e., May 29, 2014, August 13, 2014, November 14, 2014 and February 13, 2015.

Board Committees

During the year under review, the Board of Directors have in their meeting held on May 29, 2014, modified the terms of reference of the Audit Committee in line with the requirements of Section 177 of the Companies Act, 2013. The Board also rechristened the Shareholders'/ Investors' Grievance Committee as the Stakeholders' Relationship Committee and Remuneration Committee as the Nomination and Remuneration Committee with effect from May 29, 2014. In August 13 2014 Board Meeting, the Board modified the terms of reference of Nomination and Remuneration Committee.

Independent Directors' Meeting

A meeting of the Independent Directors was conducted on February 13, 2015 during the year under review. Nomination and Remuneration Policy

The Board has on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Key managerial Personnel and their Remuneration. The Nomination and Remuneration Committee policy is annexed herewith as Annexure "B".

Directors' Responsibility Statement

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

a. That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 financial controls were adequate and were operating effectively.

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 Directors pursuant to Section 184 of the Companies Act, 2013 in Form MBP-1.

Declaration under Section 164 : The Company has received declaration from all the Directors informing that they are not disqualified from being appointed/ re-appointed or continuing as Directors pursuant to Section 164 of the Companies Act, 2013.

Disclosure under Section 149(6) : The Company has received declaration under Section 149(6) of Companies Act, 2013 from all the Independent Directors of the Company confirming their independence to the Company.

Particulars of Loans provided, Guarantees given and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Deposits

The Company does not have any amount falling under the definition of deposits as under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of Listing Agreement, the Nomination and Remuneration Committee has carried out an annual performance review. The Committee has evaluated Chairman & Managing Director's and all the Whole-Time Directors on the basis of their performance and role in accordance to the remuneration paid to them while all Independent Directors were evaluated based on their inputs, comments, suggestions for the efficient functioning of the Board and Company's management.

Corporate Governance

As per the eligibility criteria provided in the SEBI Circular dated September 15, 2014, the new Clause 49 of the Listing Agreement is not applicable to the Company. In light of the same the Company has informed BSE Limited regarding the non applicability of the new Clause 49 of Listing Agreement. Our Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI) and hence we have complied with some of the criteria specified in revised Clause 49 of Listing Agreement voluntarily, to the extent possible.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Further all Related Party Transactions are placed before the Audit Committee and also the Board for information.

Dematerialization

Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2015, 3,194,445 Equity Shares, constituting 98.35% of the equity shares of your Company, were held in dematerialized form.

Listing

The Company's equity shares are presently listed with the BSE Limited under Scrip Code - 531822, Scrip ID - RODIUM.

Subsidiary Company

Your Company has one Wholly Owned Subsidiary Company, "Rodium Housing Shahapur Private Limited" (CIN-U45400MH2013PTC241820). However, there have been no significant operations in the Subsidiary during the year.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Company are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Company is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of the Audited annual accounts in respect of its Subsidiary to any shareholder of the Company who requests for it and the said Audited annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the Subsidiary Company.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure "C".

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure "D".

Cautionary Statement

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factor that could make a difference to the Company's operations include raw material availability and its prices, regulatory hurdles in project approvals, changes in Government regulations, tax structure, economic development of the country and other incidental factors.

Acknowledgments

Your Directors express and place on record their gratitude for the faith reposed in, and co-operation extended to, and interest shown in the operations of the Company by the Financial Institutions, Banks, Government Authorities, Customers, Business Associates and Shareholders. Your Directors also wish to place on record their sincere appreciation of the employees at all levels for their hard work, dedication and commitment throughout the year.

By order of the Board of Directors

For Rodium Realty Limited

Sd/- Sd/-

Deepak Chheda Harish Nisar Dcite: May 25, 2015 Chairman and Managing Director Whole-Time Director Place: Mumbai (DIN: 00419447) (DIN: 2716666)


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Twenty First Annual Report of the Company together with the Audited Statements of Account for the year ended March 31, 2014.

Financial Results

The financial performance of the Company for the year ended March 31, 2014 is summarized below:

(Rs. in Lakhs)

Particulars Year Ended 31.03.2014

Profit Before Depreciation, Interest and Tax - 564.81

Less: Interest 171.16

Depreciation 15.36

Profit before Tax 378.28

Current Tax 69.59

MAT Credit Entitlement (10.76)

Provision for Deferred Tax 58.64

Income Tax adjustments of earlier years 0.31

Profit after Tax 260.50

Add: Balance brought forward (74.25)

Amount Available for Appropriation 186.26

Appropriations:

Proposed Dividend on Preference Shares 126.00

Proposed Dividend on Equity Shares 16.24

Dividend Distribution Tax 24.17

Surplus Carried to Balance Sheet 19.85

Particulars Year Ended 31.03.2013

Profit Before Depreciation, Interest and Tax 194.79

Less: Interest 244.37

Depreciation 13.79

Profit before Tax 63.37

Current Tax

MAT Credit Entitlement -

Provision for Deferred Tax -

Income Tax adjustments of earlier years 19.18

Profit after Tax 1.08

Add: Balance brought forward 43.11

Amount Available for Appropriation 31.15

Appropriations:

Proposed Dividend on Preference Shares -

Proposed Dividend on Equity Shares -

Dividend Distribution Tax -

Surplus Carried to Balance Sheet 74.25

Review of Operations and Business

During the financial year under review, the total revenues of the Company amounted to Rs. 1926.58 lakhs as against the previous year''s revenues of Rs. 911.83 lakhs. Your Company has registered the net profit after tax of Rs. 260.50 lakhs as compared to net loss of Rs. 43.11 lakhs during the previous year.

The year under review was a better year for the real estate sector compared to the previous year, when the industry faced several challenges like sluggish demand, lower industry volumes and delays in regulatory approvals. During the year, the regulatory hurdles with respect to the approval for on-going and new projects were removed to a considerable extent. Realty projects, which were at a standstill due to the regulatory impasse, received approvals for carrying on further development and construction.

Your Company''s on-going residential project at Juhu, Vile Parle, Mumbai also received approval from Municipal Corporation of Greater Mumbai for commencing the work in the month of 31st July, 2013. X''Czar is the Company''s premium residential project with a ten storied structure with stilt and podium and will provide the latest state of the art facilities, amenities and accessories including infinity swimming pool on the terrace for its owners. The work on the site is progressing well and is expected to be ready for possession during the third quarter of the current financial year.

Your Company is poised to commence the development work shortly on its Residential cum Commercial project "X''Point" at Kandivali, Mumbai for which the initial approvals for its redevelopment from the MCGM was received in 5th March, 2013. As per the current estimates, the Company shall complete the construction and handover the possession in 2016-17.

The Company also proposes to launch one more Residential cum Commercial Project in Matunga (Central), Mumbai during the current financial year and the development plans for the said project will be put up for approval shortly. Apart from Mumbai, your company is continuously looking out for opportune land parcels in and around Mumbai.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of this Report.

Dividend

Your Directors have pleasure in recommending the first maiden equity dividend of 5% aggregating to Rs. 16.24 lakhs (previous year Nil) for the financial year 2013-14. Your Directors have also recommended dividend of 9% on the Cumulative Redeemable Preference Shares for the financial years 2012-13 and 2013-14 aggregating to Rs. 126 lakhs (previous year Nil). These dividends, together with the dividend distribution tax and education cess thereon, will involve an outgo of Rs. 166.41 lakhs.

The dividend is subject to the approval of the members at the ensuing Annual General Meeting and will be paid to shareholders whose names appear in the Register of Members as on September 18, 2014; in respect of shares held in dematerialized form, it will be paid to shareholders whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Internal Control and Internal Audit

The Company has in place well-defined internal control mechanisms and comprehensive internal audit programs with the activities of the entire organization under its ambit. The internal audit program is reviewed and approved by the Audit Committee at the beginning of each financial year and progress reports are placed before the Committee on a quarterly basis.

Audit

M/s. M. M. Nissim & Co., Chartered Accountants, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2014-15. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. M. M. Nissim & Co. that their appointment, if made, would be in conformity with the limits specified in under Section 141(3)(g)

of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board of Directors, upon the recommendation of the Audit Committee, proposes the re-appointment of M/s. M.M. Nissim & Co., Chartered Accountants as the statutory auditors of the Company.

Your Company has complied with the requirements of Section 209(1) (d) of Companies Act, 1956 read along with The Companies (Cost Accounting Records) Rules 201 1. Your Company has obtained the Compliance Report from M/s. Kishore Bhatia and Associates, Cost Accountants, for the financial year 2013-14 and the Certificate will be filed with the Ministry of Corporate Affairs within the prescribed time frame.

Directors

As on date, the Board of Directors of the Company comprise of eight directors, of which four are independent directors. The Board of Directors of the Company comprises of eminent, experienced and reputed individuals from different industries and professions.

1) Appointment

The Board of Directors has appointed Ms. Tejal Daftary (DIN 01896772) as a Director w.e.f. August 13, 2014 in the casual vacancy caused by the resignation of Mr. Nilesh Vikamsey (DIN 00031213).

Further in terms of Section 149 of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company and is eligible for reappointment for another term of five years on passing of a special resolution by the members of the Company. The Board of Directors in their meeting held on August 13, 2014 has recommended the appointment of Mr. Harish Nisar as director retiring by rotation and Mr. Vatsal Shah, Mr. Yogesh Shah, Ms. Tejal Daftary as the Independent Directors of the Company not liable to retire by rotation for a term of five years each upto March 31, 2019.

2) Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Article of Association, Mr. Harish Nisar, Director retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

The Notice convening the Annual General Meeting includes the proposals for re- appointment of the Directors. In compliance with Clause 49 IV (G) of the Listing Agreement, brief resumes of the Directors proposed to be re-appointed have been provided as an Annexure to the Notice convening the Annual General Meeting. Specific information about the nature of their expertise in specific functional areas and the names of the companies in which they hold directorship and membership/ chairmanship of the Board Committees, as stipulated under Clause 49 of the Listing Agreement, have also been included therein.

Board Committees

During the year under review, the Board of Directors have in their meeting held on 29th May, 2014, modified the terms of reference of the Audit Committee in line with the requirements of Section 177 of the Companies Act, 2013. The Board also rechristened the Shareholders''/ Investors'' Grievance Committee as the Stakeholders'' Relationship Committee and Remuneration Committee as the Nomination And Remuneration Committee with effect from 29th May, 201 4.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures from the same;

2. 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 as at the end of financial year March 31, 2014 and of the profit of the Company for the year ended on that date;

3. 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; and

4. The Directors have prepared the annual accounts of the Company on a going concern basis. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 of the Listing Agreement, is also attached to the Report on Corporate Governance.

Deposits

The Company has neither accepted nor invited any deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956 during the year under review.

Dematerialization

Your Company''s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2014, 31,79,595 Equity Shares, constituting 97.90% of the equity shares of your Company, were held in dematerialized form.

Listing

The Company''s equity shares are presently listed with the Bombay Stock Exchange Ltd under Scrip Code - 531822, Scrip Id - RODIUM.

Subsidiary Company

Your Company has set up a wholly owned subsidiary "Rodium Housing Shahpur Private Limited" (CIN U45400MH2013PTC241820) during the year under review. However, there have been no significant operations in the subsidiary during the year.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary company

is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary company.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

In terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo, are given as an Annexure to this Report.

Particulars of Employees

There are no employees within the purview of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 during the year.

Environment Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances to environmental regulations and preservation of natural resources.

Cautionary Statement

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factor that could make a difference to the Company''s operations include raw material availability and its prices, regulatory hurdles in project approvals, changes in Government regulations, tax structure, economic development of the country and other incidental factors.

Acknowledgments

Your Directors express and place on record their gratitude for the faith reposed in, and co-operation extended to, and interest shown in the operations of the Company by the Financial Institutions, Banks, Government Authorities, Customers, Business Associates and Shareholders. Your Directors also wish to place on record their sincere appreciation of the employees at all levels for their hard work, dedication and commitment throughout the year.

By order of the Board of Directors For Rodium Realty Limited

Sd/- Sd/-

Harish Nisar Rohit Dedhia

Director Director

Date: August 13, 2014

Place: Mumbai


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Twentieth Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2013.

Financial Results

The financial performance of the Company for the year ended March 31, 2013 is summarised below:

(Rs. in Lacs) Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Profit Before Depreciation, Interest and Tax 194.79 787.20 ] Less: Interest 244.36 222.00

Depreciation 13.79 12.67

Profit before tax (63.36) 552.54

Current Tax 92.11

MAT Credit Entitlement (92.11)

Provision for Deferred Tax (19.18) 141.13

Income Tax adjustments of earlier years (1.08) 16.17

Profit after tax (43.10) 395.24

Add: Balance brought forward (31.15) (279.95)

Amount Available for Appropriation 146.44

Proposed Dividend on Preference Shares 126.00

Dividend Distribution Tax 20.44

Surplus Carried to Balance Sheet (74.25) (31.15)

Review of Operations

During the financial year end the total revenues of the Company amounted to Rs.911.83 lacs as against the previous year''s revenue of Rs.2922.45 lacs. Your Company has registered the net loss of Rs.63.36 lacs as compared to profit before tax of Rs.552.54 lacs during the previous year.

Business

During the year under review, the real estate sector continued to face several challenges like sluggish demand, lower industry volumes, increasing cost of materials, increased tax burdens and delays in regulatory approvals. Mumbai''s residential market has remained stagnant during the year. Your Company''s on-going residential project at Juhu, Vile Parle, Mumbai is still awaiting approvals from the regulatory authorities for carrying on further development as per the revised Development Control Regulations. Your Company has recently received the IOD for its redevelopment project "X''Point" at Kandivali from the Municipal Corporation of Greater Mumbai, and the physical work on this prestigious project is expected to commence shortly. Apart from Mumbai, your Company is considering real estate projects in and around Mumbai. Your Company is actively considering real estate development proposals on the Mumbai – Pune, Mumbai – Nasik and Mumbai - Goa highway, Maharashtra and to carry on such projects, a wholly owned subsidiary company has been incorporated under the Companies Act, 1956 in the beginning of the financial year 2013-14.

Dividend

In view of the loss incurred during the year, your Directors are not in a position to recommend any dividend on its Equity Shares as well as on the Preference Shares for the year ended March 31, 2013.

Rights Issue

Your Company had received the final clearance from SEBI for the Rights Issue of Equity Shares on February 29, 2012, which was valid upto February 28, 2013. However, due to unfavorable market conditions, your Directors decided to defer the Rights Issue.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report.

Auditors

M/s. M. M. Nissim & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. As required under the provisions of Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s. M. M. Nissim & Co. that their appointment, if made, would be in conformity with the Companies Act, 1956. The Board of Directors upon the recommendation of the Audit Committee proposes the re- appointment of M/s. M. M. Nissim & Co., Chartered Accountants as the statutory auditors of the Company.

Directors

As on date, the Board of Directors of the Company comprise of eight directors, of which four are independent directors. The Board of Directors of the Company comprises of eminent, experienced and reputed individuals from different industries and professions.

Pursuant to Section 255 and 256 of the Companies Act, 1956 and Article of Association of the Company, Mr. Sudhir Mehta and Mr. Nilesh Vikamsey, Directors retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The above appointments form part of the Notice of the ensuing Annual General Meeting and the respective resolutions are recommended for your approval.

Particulars of the directors retiring by rotation and proposed to be reappointed as required under Clause 49 of the Listing Agreement form part of the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Company Secretary and Compliance Officer

As required under Section 383A of the Companies Act, 1956 read with the relevant provisions of the Listing Agreement, Mr. Brijesh Thakkar, member of the Institute of Company Secretaries of India, was been appointed as the Company Secretary and Compliance Officer of the Company with effect from August 23, 2012.

Deposits

The Company has neither accepted nor invited any deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956, during the year under review.

Dematerialization

Your Company''s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2013, 97.72% of the equity shares of your Company were held in dematerialized form.

Listing

The Company''s equity shares are presently listed with the Bombay Stock Exchange Ltd Scrip Code – 531822, Scrip Id - RODIUM.

Subsidiary Companies

During the financial year under review there were no subsidiary companies. After the year end, the Company has set up a wholly owned subsidiary company.

Cost Audit Compliance Certificate

In compliance with the Companies (Cost Accounting Records) Rules, 2011, the Company will obtain Cost Audit Compliance Certificate for the year ended March 31, 2013 from a practicing Cost Accountant and the certificate will be filed with the Ministry of Corporate Affairs within the prescribed time frame.

Corporate Governance

As required by Clause 49 of the Listing Agreement entered into with the stock exchange, a detailed Report on Corporate Governance is included in the Annual Report. The certificate received from the Statutory Auditors for compliance of the Listing Agreement is annexed to the Report on Corporate Governance.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

In terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo, are given as an Annexure to this Report.

Disclosure of Employees

There are no employees within the purview of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 during the year.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures from the same;

2. 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 as at the end of financial year March 31, 2013 and of the loss of the Company for the year ended on that date;

3. 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; and

4. The Directors have prepared the annual accounts of the Company on a going concern basis.

Acknowledgments

Your Directors express and place on record their gratitude for the faith reposed in, and co-operation extended to, and interest shown in the operations of the Company by the Financial Institutions, Banks, Government Authorities, Customers, Business Associates and Shareholders. Your Directors also wish to place on record their sincere appreciation of the employees at all levels for their hard work, dedication and commitment throughout the year.

By order of the Board of Directors

For Rodium Realty Limited Date: May 25, 2013 Harish Nisar Rohit Dedhia

Place: Mumbai Director Director


Mar 31, 2012

The Directors are pleased to present the Nineteenth Annual Report and the Audited Statements of Account of your Company for the year ended March 31, 2012.

Financial Results

The financial performance of the Company for the year ended March 31, 2012 is summarised below:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31.03.2012 31.03.2011

Profit Before Depreciation, Interest and Tax 787.20 785.15

Less: Interest 222.00 216.44

Depreciation 12.67 10.62

Profit before tax 552.53 558.09

Current Tax 92.11 53.30

MAT Credit Entitlement (92.11) (53.30)

Provision for Deferred Tax 141.12 171.32

Income Tax adjustments of earlier years 16.17 (0.10)

Profit after tax 395.23 386.87

Add: Balance brought forward (279.95) (564.17)

Amount Available for Appropriation 115.29 (177.30)

Appropriations:

Proposed Dividend on Preference Shares 126.00 88.32

Dividend Distribution Tax 20.44 14.33

Surplus Carried to Balance Sheet (31.14) (279.95)

Review of Operations

During the Financial Year ended March 31, 2012, the total revenue of the Company amounted to Rs. 2,922.45 lacs as against the previous year's revenue of Rs. 2,548.21 lacs. Your Company has registered the profit before tax of Rs. 552.53 lacs as compared to Rs. 558.09 lacs during the previous year.

Business

The year was full of challenges for the real estate sector and your Company was also impacted by the adverse market conditions. Mumbai's residential market was characterised by slowdown in sales, inventory pile up, cautious investor activity and hardening home loan interest rates. As a result, residential property registrations in the city - a key indicator to assess demand - recorded a considerable drop in sales. The slowdown was also attributed to changes in Development Control Regulations and other major policy changes. The real estate activity in Mumbai has remained stagnant for a substantial part of the year. Your Company's on-going residential project at Juhu, Mumbai was held up during the year due to delay in permissions from the regulatory authorities for carrying on further development. Your Company is also awaiting clearances from the regulators for commencing construction work at its other two planned projects in Matunga (Central Mumbai) and in Kandivali (Mumbai), for which the underlying land agreement/development agreement are already in place. The Company is also poised for sale of its ready inventory in its completed commercial project "Xtrium" in Andheri, Mumbai. While your Company presently has presence predominantly in the city of Mumbai, it is actively looking for opportunities to expand its operations in other towns and cities also.

Dividend

With a view to conserve resources for the Company's growth, your Directors do not recommend any dividend on its equity capital for the year ended March 31, 2012. The Directors recommend payment of dividend aggregating to Rs. 126 lakhs on the Cumulative Redeemable Preference Shares at the fixed rate (9%) each for the years ended March 31, 2011 and for the year ended March 31, 2012. This dividend, together with the dividend distribution tax and education cess thereon will involve an outgo of Rs. 146.44 lakhs and has been provided for appropriation out of the profits of the Company for the year as permitted under Section 205 of the Companies Act, 1956.

Rights Issue

Your Company had filed a fresh draft Letter of Offer with SEBI for its proposed Rights Issue of equity shares in the month of August, 2011. The Company has received final clearance from SEBI for the Rights Issue of equity shares in February, 2012. Your Directors will fix the rights issue size, price, record date, etc. for the Rights Issue at the appropriate time considering the market conditions.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Directors'] Report.

Auditors

M/s. M. M. Nissim & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. As required under the provisions of Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from M/s. M. M. Nissim & Co. that their appointment, if made, would be in conformity with the Companies Act, 1956. The Board of Directors upon the recommendation of the Audit Committee proposes the re- appointment of M/s. M. M. Nissim & Co., Chartered Accountants as the statutory auditors of the Company.

Directors

As on date, the Board of Directors of the Company comprise of eight directors of which four are independent directors. The Board of Directors of the Company comprises of eminent, experienced and reputed individuals from different industries and professions.

Pursuant to Section 255 and 256 of the Companies Act, 1956 and Article of Association of the Company, Mr. Yogesh Shah and Mr. Vatsal Shah, Directors retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The Board of Directors, on recommendation of the Remuneration Committee in their meeting held on August 29, 2012 has approved the reappointment (with effect from November 14, 2012) of Mr. Deepak Chheda as Managing Director, Mr. Harish Nisar as Executive Director, Mr. Rohit Dedhia as Executive Director and Mr. Shailesh Shah as Executive Director of the Company subject to approval at the ensuing Annual General Meeting for a further term of 3 years.

The above appointments form part of the Notice of the ensuing Annual General Meeting and the respective resolutions are recommended for your approval.

The particulars of the directors retiring by rotation and proposed to be reappointed as required under Clause 49 of the Listing Agreement is part of the Explanatory Statement to the Notice of the ensuing Annual General Meeting, forming part of the Annual Report.

Company Secretary and Compliance Officer

Ms. Kalpita Keluskar, Company Secretary and Compliance Officer of the Company has resigned with effect from August 23, 2012 due to other pre-occupation.

As required under Section 383A of the Companies Act, 1956 read with the relevant provisions of the Listing Agreement, Mr. Brijesh Thakkar, member of the Institute of Company Secretaries of India, has been appointed as the Company Secretary and Compliance Officer of the Company with effect from August 23, 2012.

Deposits

The Company has not accepted or invited any deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956, during the year under review.

Dematerialization

Your Company's equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2012, 97.14% of the equity shares of your Company were held in dematerialized form.

Corporate Governance

As required by Clause 49 of the Listing Agreement entered into with the stock exchange, a detailed Report on Corporate Governance together with the Management Discussion and Analysis Report is included in the Annual Report. The certificate from the Statutory Auditors of the Company regarding the compliance of Corporate Governance as per Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Re-Appointment of Directors

1) During the meeting held on August 29, 2012, Mr. Deepak Chheda, Managing Director and Chairman of the company was re-appointed by the Board for a further period of 3 (Three) years with effect from November 14, 2012.

Pursuant to Clause B, Part II of Schedule XIII disclosure relating to the remuneration package of Mr. Deepak Chheda, Managing Director and Chairman is same as disclosed in the Notice of the Annual General Meeting.

2) During the meeting held on August 29, 2012, Mr.Harish Nisar, Executive Director of the company, working on whole time basis, was re-appointed by the Board for a further period of 3 (Three) years with effect from November 14, 2012.

Pursuant to Clause B, Part II of Schedule XIII disclosure relating to the remuneration package of Mr. Harish Nisar, Executive Director is same as disclosed in the Notice of the Annual General Meeting.

3) During the meeting held on August 29, 2012, Mr.Rohit Dedhia, Executive Director of the company, working on whole time basis, was re-appointed by the Board for a further period of 3 (Three) years with effect from November 14, 2012.

Pursuant to Clause B, Part II of Schedule XIII disclosure relating to the remuneration package of Mr. Rohit Dedhia, Executive Director is same as disclosed in the Notice of the Annual General Meeting.

4) During the meeting held on August 29, 2012, Mr. Shailesh Shah, Executive Director of the company, working on whole time basis, was re-appointed by the Board for a further period of 3 (Three) years with effect from November 14, 2012.

Pursuant to Clause B, Part II of Schedule XIII disclosure relating to the remuneration package of Mr. Shailesh Shah, Executive Director is same as disclosed in the Notice of the Annual General Meeting.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

In terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo, are given as an Annexure to this Report.

Disclosure of Employees

There are no employees within the purview of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 during the year.

Directors' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures from the same;

2. 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 as at the end of financial year March 31, 2012 and of profit and loss of the Company for the year ended on that date;

3. 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; and

4. The Directors have prepared the annual accounts of the Company on a going concern basis. Acknowledgments

Your Directors express and place on record their gratitude for the faith reposed in, and co-operation extended to, and interest shown in the operations of the Company by the Financial Institutions, Banks, Government Authorities, Customers, Business Associates and Shareholders. Your Directors also wish to place on record their sincere appreciation of the employees at all levels for their hard work, dedication and commitment throughout the year.

By order of the Board of Directors

For Rodium Realty Limited

Date: August 29, 2012 Deepak Chheda

Place: Mumbai Chairman and Managing Director

 
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