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Directors Report of Rodium Realty Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 25th (Twenty-Fifth) Annual Report of the Company together with the Audited Statements of Account for the year ended March 31, 2018.

FINANCIAL RESULTS

Your directors have pleasure in informing that the Company has adopted all the applicable Indian Accounting Standards (‘Ind AS’) in accordance with Ind AS 101 - First Time Adoption of Indian Accounting Standards.

The Company’s performance during the financial year ended March 31, 2018 as compared to the previous financial year is summarised below:

(Rs in Lakh)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Revenue from operations

2901.94

4935.87

2901.94

4935.87

Other income

189.30

145.6

185.46

143.42

Total revenue

3091.24

5081.54

3087.40

5079.30

Expenses

3019.97

4942.98

3020.60

4943.53

Profit before tax

71.26

138.56

66.79

135.77

Tax expenses

40.31

55.15

40.31

55.15

Profit After tax

30.95

83.40

26.48

80.61

FINANCIAL PERFORMANCE Standalone Financial

During the financial year 2017-18, the Company on a standalone basis, earned total revenues of Rs.3091.24 Lakhs as compared to Rs. 5081.54 Lakhs in the previous year, representing a decrease of 39.17 percent. The Profit before Tax was Rs.71.26 Lakhs as against Rs.138.56 Lakhs during the year (decreased by 48.57 percent) and Profit after Tax was Rs. 30.95 Lakhs as against Rs. 83.41 Lakhs i.e., decreased by 62.89 percent.

Consolidated Financial

The consolidated revenues of the Company durin g financial year 2017-18 was Rs.3087.40 Lakhs as compared to Rs. 5079.30 Lakhs, a decrease of 39.22 percent from the previous year. The Profit before Tax was Rs.66.80 Lakhs as against Rs.135.77 Lakhs decreased by 50.80 percent and Profit after Tax (after considering minority interest) was Rs.26.48 Lakhs against Rs.80.61 Lakhs decreased by 67.19 percent as compared to the financial year 2016-17.

REVIEW OF OPERATIONS AND BUSINESS

Real estate is one of the most dynamic sectors. It is the second largest employer in India after agriculture. The year 2017 brought some good as well as bad news for the sector. It saw the biggest changes in decades, especially on the policy front. Some of the biggest game-changing policies like GST and RERA cleared hurdles and were finally implemented. As the rules of the game are fast changing, players who are quick to adapt to meet the onrushing waves of change are the ones who would ultimately emerge as winners in the long run. Being a organised player, Rodium enjoys certain competitive advantages and is well placed to meet the upcoming challenges and opportunities. However, as we usher in a promising era, we also realise that keeping abreast with the changing times is paramount to our success. The Company remains focused on streamlining its processes to achieve higher sustainable growth. As for the statutory requirements, the Company has taken necessary steps to ensure all its operations are fully compliant with the fresh norms, so that the interests of all our stakeholders, including our clients as well as investors are safeguarded against any encumbrance or hurdle at a later stage.

“X’POINT”

In the last Annual Report, the Company informed about X’point a Residential cum Commercial Project located at S.V. Road, Kandivali (West), that it had received the full commencement certificate and that the Company shall complete the construction and handover the possession in coming three years.

As per the current year estimates, the project is MahaRERA Registered. The project is running ahead of its scheduled date of 31st December, 2020 and the Superstructure is near completion and the Company intends to apply and hopes to obtain Part occupation certificate before the end of September, 2018. The Company is hopeful of completing the phase of the project well ahead of its scheduled completion The project phase consists of two 17 storey buildings that includes 31 retail shops, which spanned over 2,00,000 sq. ft. including 10,000 sq. ft. of landscaped garden and children’s play area.

“X’ENUS”

In the last Annual Report, the Company informed that it had launched another Residential Project named X’enus at Matunga (Central) which have received the NOC from MHADA and other approvals from Planning Authority. The Company was expecting to get the building permission from the Local Authority MCGM shortly. The development plans for the said project was put up for approval.

As per the current year estimates, the said project is a 20 storey residential tower expanded over 55,000 sq.ft. The project is MahaRERA Registered. The civil plans of the project is approved and the project has received necessary IOD from MHADA. Pre-Construction work is in progress. The construction and handover the possession of the project is set to be completed before 31st December, 2021.

The Company is in the process of acquiring the plot of land situated in Village- Temghar, Taluka - Bhivandi, District - Thane which is part of the Mumbai Metropolitan Region and is continuously making efforts for expansion and exploring new areas in and out of Mumbai in Metropolitan Region.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Report.

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 Lakh) Equity Shares of Rs.10/- each and 7,000,000 (Seventy Lakh) Cumulative Redeemable Preference Shares of Rs.10/- each. The Issued, Subscribed and Paid up capital as at March 31, 2018 was Rs. 10.24 Crore, (Rupees Ten Crore Twenty-Four Lakh Only) divided into 3,247,900 (Thirty-Two Lakh Forty-Seven Thousand Nine Hundred) equity shares of Rs. 10/- each, fully paid up, and 7,000,000 (Seventy Lakh) 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 Only).

DIVIDEND

Your Directors have pleasure in recommending the equity dividend of 8% aggregating to Rs. 25.98 Lakhs for the Financial Year 2017-18. Your Directors have also recommended dividend at the rate of 9% on the Cumulative Redeemable Preference Shares for the Financial Year 2017-18 aggregating to Rs. 63 Lakhs These dividends, together with the dividend distribution tax surcharge and education-cess thereon, will involve an outgo of Rs. 107.09 Lakhs.

The equity 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 Friday September 21, 2018; 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.

RESERVES

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form a part of the Notes to the financial statement provided in this Annual Report.

DEPOSITS

The Company did not accept any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review and there are no outstanding deposits as on date.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135, Schedule VII and other applicable provisions of the Companies Act, 2013, the Net worth of Rupees 500 Crore or more, or turnover of Rupees 1000 Crore or more or a net profit of Rupees 5 Crore or more during the immediately preceding financial year shall comply with the provision of corporate social responsibility. However, the present financial position of the Company does not mandate the implementation of CSR activities.

MATERIAL CHANGES IN THE BUSINESS OF THE COMPANY

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

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

No material orders were passed by the Regulator/court/tribunals which can impact future operation of the Company during the year under review.

AUDITORS

1. Internal Control and Internal Audit

Adequate internal control systems commensurate with the size, scale and complexity of the operations are in place and have been operating satisfactorily. 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 2018-19.

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were tested and no significant weakness was identified either in the design or operation of the controls. A report issued by the Statutory Auditors, M/s. M.M. Nissim & Co, Chartered Accountants, on internal financial controls forms part of the Annual Report.

2. Statutory Audit

At the Annual General Meeting held on September 26, 2015, M/s. M. M. Nissim & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2020.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

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 Report given by the Auditors on the financial statement of the Company forms part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

3. Secretarial Audit

Pursuant to provisions of Section 204 of Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. B. Desai and Associates (CP No. 7711) a firm of Company Secretaries in P racti’ce to undertake the Secretarial Audit of the Company. The report of Secretarial Audit is annexed as “Annexure A” to the Board’s Report. The Secretarial Report doesn’t contain any qualification, reservation or adverse remark, or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has appointed M/s. B. Desai and Associates (CP No. 7711), Practicing Company Secretaries, as secretarial auditor of the Company for the year 2019.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company is in compliance with the revised secretarial standards to the extent applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date, the Board of Directors of the Company comprise of 8 (eight) Directors, of which 4 (four) are Independent Directors. The Board of Directors of the Company comprises of eminent, experienced and reputed professionals from different fields.

1. Re-appointment of Chairman & Whole-Time Directors

At the 22nd annual general meeting held on September 26, 2015, Mr. Deepak Chheda (Chairman & Managing Director), Mr. Rohit Dhedia (Whole-Time Director), Mr. Harish Nisar (Whole-Time Director) and Mr. Shailesh Shah (Whole-Time Director) were appointed for the period of three years from November 14, 2015 to November 14, 2018. The Board has, subject to the approval of the Members in the forthcoming AGM, approved the re-appointment for another period of 3 (Three) years, post completion of their present term.

The Notice convening the 25th Annual General Meeting includes the proposals for the re-appointment of the Directors Brief resume of the Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/ membership/ chairmanship of the Board or Committees has been included in the Report on Corporate Governance, as stipulated under SEBI (LODR) Regulations, 2015.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

2. Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act,2013, Mr. Rohit Dedhia (DIN : 02716686) Whole-Time Director retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his reappointment.

3. Retirements and Resignations

None of the Directors have retired/resigned during the financial year ended 2017-2018.

4. Re-appointment of Independent Directors

The Notice convening the 25th Annual General Meeting includes the proposals for the re-appointment of the Independent Directors for a second term of five consecutive years till March 31, 2024 on the recommendation of the Nomination and Remuneration Committee and the Board of Directors. The details of their re-appointment and brief profile of the Independent Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/ membership/ chairmanship of the Board or Committees has been annexed to the 25th Notice convening the Annual General Meeting.

5. Committees of the Board

Currently, the Board has three Committees: the Audit Committee, the Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Annual Report.

6. Disclosures given by the Directors

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

(i) 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.

(ii) 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.

(iii) Declaration by Independent Directors: The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

7. Extract of Annual Return

In accordance with section 134(3)(a) of the Companies Act, 2013, an extract of the Annual return in the prescribed format is appended as “Annexure B” to the Board’s Report.

8. 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, 2018, 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 1 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, 2018 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.

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

CORPORATE GOVERNANCE

1. Our Corporate Governance Philosophy

The principles of Corporate Governance are based on transparency, accountability and focus on the sustainable success of the Company over the lon-g term. This is ensured by conducting business with a firm commitment to values, while at the same time, meeting stakeholders’ expectations.

Corporate Governance is one of the strong pillars of your Company which helps it to be efficient, effective, responsible and reliable.

As per the SEBI (Listing Obligations and Disclosures Requirements), 2015, introduced pursuant to SEBI Notification No. SEBI/LAD-NRO/GN/2015-16/013 dated September 2, 2015, which became effective from December 1, 2015 read with Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosures Requirements), 2015, Regulation 27(2)(a) is applicable to only those listed entities having paid-up Equity Share Capital exceeding Rs. 10 Crores and Net Worth exceeding Rs. 25 Crores. In light of the same the Company has informed BSE Limited regarding the non-applicability of Regulation 27(2)(a) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

Your Company is committed to 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 Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 voluntarily, to the extent possible.

2. Board Meetings

During the year under review,B oard of Directors met 6 times i.e.,(i) May 26, 2017, (ii) August 26, 2017, (iii) September 14, 2017 (iv) December 14, 2017 (v) February 09, 2018 and (vi) March 31, 2018.

3. Independent Directors’ Meeting

In accordance with the provisions of Companies Act, 2013, a separate meeting of Independent Directors was conducted on March 31, 2018.

4. Nomination & Remuneration Committee Meeting

During the year under review, Nomination & Remuneration Committee Members met 1(One) time i.e. on March 31, 2018.

5. Audit Committee Meeting

The detail terms of meetings of Audit Committee, attendance of members are available in the Corporate Governance Report and forms part of this Annual Report.

6. Stakeholder Relationship Committee Meeting

During the year under review, Stakeholder Relationship Committee Members met 1(One) time i.e. on November 03, 2017.

7. Policy on Directors’ appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2018, the Board consists of eight members, four of whom are Executive Directors (Whole-time Directors), and four are Independent Directors.

The policy of the Company on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website http://rodium.net/

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

8. Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement), 2015, the Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement. The detail of the Policy is also available on the Company’s website http://rodium.net/

9. Board Evaluation

In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. During the year, Board Evaluation cycle was com pleted by the Company internally which included the evaluation of the Board as a whole, Board Committees and Peer evaluation of the Directors.

The Board evaluated the performance of the Board after seeking inputs from all Directors on the basis of criteria such as Participation and Quality; Understanding the business, including risks; Ethics and Compliances; Financial Reporting Process, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the above-mentioned criteria. In a separate meeting of the Independent Directors, performance of the non-independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committee and the individual Directors was also discussed. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

10. Rodium’s code of conduct for the prevention of Insider Trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the company lays down the guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fairdiscl osures of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website http://rodium.net/

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of the Board’s Report - “Annexure C”

There are no such employees throughout the financial year who is in receipt of a remuneration of Rs. 60 Lakh or more, or posted for part of the year and in receipt of Rs. 5 Lakh or more in a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee (ICC) for prevention and redressal of complaints of sexual harassment of women at the work place. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. There was no case of sexual harassment reported during the year under review.

RELATED PARTY TRANSACTIONS

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

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.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as “ Annexure D” to this Annual Report.

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, 2018, 32,02,145 Equity Shares, constituting 98.59% 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 Security ID- RODIUM, Security Code- 531822.

SUBSIDIARY COMPANY

Your Company has 1 (One) Wholly Owned Subsidiary Company and 3 (Three) LLP in India, There were no Associate Companies or Joint venture Companies within the Meaning of section 2(6) of the Act.

- ”RODIUM HOUSING PRIVATE LIMITED” (CIN- U45400MH2013PTC241820). There have been no significant operations in the Subsidiary during the year 2017-18.

- ”READYSTAGE LLP” (LLP Identification Number: AAI-7135). The LLP was incorporated on March 2, 2017. Where Rodium Realty Limited has contributed 75% of the total Capital of LLP, as on 31st March, 2018.There has been no significant operations during the year 2017-18.

- ”81 ESTATE LLP” (LLP Identification Number: AAJ-6447). The LLP was incorporated on June 17, 2017. Where Rodium Realty Limited has contributed 99% of the total Capital of LLP, as on 31st March, 2018.There has been no significant operations during the year 2017-18.

- ”CONTOUR DEVELOPERS LLP” (LLP Identification Number: AAJ- 6449). The LLP was incorporated on June 18, 2017. Where Rodium Realty Limited has contributed 99% of the total Capital of LLP, as on 31st March, 2018.There has been no significant operations during the year 2017-18

Pursuant to provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is annexed herewith as “Annexure E”.

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.

RISK MANAGEMENT POLICY

Pursuant to Regulation 21 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the Board of Directors are required to constitute a Risk Management Committee. However, the Provision of this regulation is applicable to top 100 listed entities. Hence it is not mandatory to formulate the Risk Management Policy for the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) (The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act, are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments, if material, are made to that group member’s financial statements to ensure conformity with the group’s accounting policies, 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 F”.

CAUTIONARY STATEMENT

Statements in this Annual Report 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, introduction of new acts, 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

Date: May 26, 2018 Chairman and Managing Director Whole-Time Director

Place: Mumbai (DIN: 00419447) (DIN: 02716666)


Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the Twenty-Third Annual Report of the Company together with the Audited Statements of Account for the year ended March 31, 2016.

Financial Results

The financial performance of the Company for the year ended March 31, 2016 is summarized below:

(Rs. in Lakhs)

Particulars

Current Year ended 31.03.2016

Previous Year ended 31.03.2015

Profit Before Depreciation, Interest and Tax

442.06

388.86

Less: Interest

56.36

77.84

Depreciation

14.24

21.65

Profit before Tax

371.46

289.37

Current Tax

127.09

92.33

MAT Credit Entitlement

-

-

Provision for Deferred Tax

1.58

(4.49)

Income Tax adjustments of earlier years

22.85

-

Profit after Tax

219.94

201.53

Add: Balance brought forward

108.53

19.84

Amount Available for Appropriation

328.47

221.37

Appropriations:

Proposed Dividend on Preference Shares

63.00

63.00

Proposed Dividend on Equity Shares

25.98

25.98

Dividend Distribution Tax

18.11

18.11

Adjustment relating to Depreciation (Net of Deferred Tax)

-

5.75

Surplus Carried to Balance Sheet

221.38

108.53

Review of Operations and Business

During the financial year under review, the total revenue of the Company amounted to Rs. 1210.83 Lakhs as against the previous year''s revenue of Rs. 2246.13 Lakhs. Your Company has registered the net profit after tax of Rs. 219.95 Lakhs as compared to previous year''s net profit of Rs. 201.53 Lakhs.

The real estate sector has witnessed a paradigm shift in the last decade. From being a largely unorganized sector in the past, the sector steadily transforming over the years to become a more structured one. Since the new Government took over, there is a growing positivity among real estate sector. The Government has taken many steps to create an environment of growth for the sector. The Indian Government has allowed foreign direct investment (FDI) of up to 100% under the automatic route in real estate projects. This will be for housing, townships, commercial and industrial construction which will boost infrastructure activities in India. During the year, the regulatory hurdles with respect to the approval for on-going and new projects were removed to a considerable extent. Further, the Rajya Sabha had on March 10, 2016 approved the Real Estate (Regulation and Development) Bill, 2016. The Bill largely seeks to protect the interest of the allottess/purchasers by promoting transparency, accountability and efficiency in the construction and execution of Real estate promoters.

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. The work on site is complete. The Company is glad to announce that it has received the Occupation Certificate. The Company has handed over the possession to its buyers in time, as committed.

Your Company is poised to commence the development work shortly on its Residential cum Commercial project "X''Point" at Kandivali, Mumbai for which approval for complete 2.70 FSI is obtained by the Company on February 18, 2015. The Building was also demolished in June 2015 as per IOD conditions. The Company is in the process of obtaining C.C.

As per the current estimates, the Company shall complete the construction and handover the possession in 4 years

The Company also proposes to launch one more Residential Project in Matunga (Central), Mumbai during the current financial year and we have initiated the process for approvals. 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 Regulation 34(2)(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Report.

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 60,00,000 (Sixty Lakhs) equity shares of Rs.10/- each and 70,00,000 (Seventy Lakhs) cumulative redeemable preference shares of Rs.10/- each. The issued, subscribed and paid up capital as at March 31, 2016 was Rs. 10.44 Crore, (Rupees Ten Crore Forty-Four Lakhs) divided into 32,47,900 (Thirty-Two Lakhs Forty-Seven Thousand Nine Hundred) equity shares of Rs. 10/- each, fully paid up, and 70,00,000 (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).

Dividend

Your Directors have pleasure in recommending the equity dividend of 8% aggregating to Rs. 25.98 Lakhs for the Financial Year 2015-16. Your Directors have also paid an interim dividend of 9% on the Cumulative Redeemable Preference Shares for the Financial Year 2015-16 aggregating to Rs. 63 Lakh. These dividends, together with the dividend distribution tax and education cess thereon & surcharge, will involve an outgo of Rs. 107.09 Lakhs.

The equity 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 Tuesday, September 20, 2016; 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.

Particulars of Loans, guarantees or investments

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form a part of the Notes to the financial statement provided in this Annual Report.

Fixed Deposits

We have not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Auditors

1) 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 2016-17.

2) Statutory Audit

At the Annual General Meeting held on September 26, 2015, M/s. M. M. Nissim & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2020. In terms of the first proviso of Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. M. M. Nissim & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the share holders. 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.

Members are informed that there has been no adverse remark by the auditors on the Auditors Report for the financial year 2015-16. The Auditors'' Report is enclosed with the financial statements in the Annual Report.

3) Secretarial Audit

Pursuant to provisions of Section 204 of Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company 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" to the Board''s Report. The Secretarial Report doesn''t contain any qualification, reservation or adverse remark.

The Board has appointed M/s. B.Desai and Associates (CP No. 7711), Practicing Company Secretaries, as secretarial auditor of the Company for the year ending 2017.

Directors and Key Managerial Personnel

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) Chairman

Mr. Deepak Chheda is the Chairman and Managing Director of the Company, who was re-appointed for a term of 3 (three) years in the previous Annual General Meeting based on the recommendation from Nomination and Remuneration committee.

2) Retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Shailesh Shah, Whole Time Director retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his reappointment.

3) Retirements and Resignations

None of the Directors have retired/resigned in the financial year ended 2015-2016

4) Committees of the Board

Currently, the Board has three Committees: the Audit Committee, the Nomination and Remuneration Committee and Stakeholders'' Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section ofthis Annual Report.

5) Disclosures given by the Directors

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

(i) 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.

(ii) 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.

(iii) Declaration by Independent Directors: The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

6) Extract of Annual Return

In accordance with section 134(3)(a) of the Companies Act, 2013, an extract of the Annual return in the prescribed format is appended as Annexure "B" to the Board''s Report.

7) 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, 2016, 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, 2016 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.

Corporate Governance

1) Our Corporate Governance Philosophy

Corporate Governance essentially involves balancing the interests of many stakeholders in a Company-these includes our shareholders, management, customers, suppliers, financiers, government and the community.

Corporate Governance is one of the strong pillars of your Company which helps it to be efficient, effective, responsible and reliable.

As per the SEBI (Listing Obligations and Disclosures Requirements), 2015, introduced pursuant to SEBI Notification No. SEBI/LAD-NRO/GN/2015-16/013 dated September 2, 2015, which became effective from December 1, 2015 read with Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosures Requirements), 2015, Regulation 27(2)(a) is applicable to only those listed entities having paid-up Equity Share Capital exceeding Rs. 10 Crore and Net Worth exceeding Rs. 25 Crore. In light of the same the Company has informed BSE Limited regarding the non-applicability of Regulation 27(2)(a) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

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 Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 voluntarily, to the extent possible.

2) Board Meetings

During the year under review, Board of Directors met 4 times i.e., May 25, 2015, August 13, 2015, November 7, 2015 and February 12, 2016.

3) Independent Directors'' Meeting

A meeting of Independent Directors was conducted on February 12, 2016 during the year under review.

4) Policy on Directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On March 31, 2016, the Board consists of eight members, four of whom are Executive Directors (Whole-time Directors), and four are Independent Directors.

The policy of the Company on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website http:// www.rodium.net/

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

5) Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Nomination and Remuneration Committee has carried out an annual performance review. The Committee has evaluated the 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.

6) Rodium''s code of conduct for the prevention of Insider Trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the company lays down the guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website http://www.rodium.net

7) Listing Agreement

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were required to enter into the Listing Agreement within six months from the effective date. The Company entered into the Listing Agreement with BSE Limited during February 2016.

Particulars of employees

The ratio of remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of the Board''s Report - Annexure "C" There are no such employees throughout the financial year who is in receipt of a remuneration of Rs. 60 Lakh or more, or posted for part of the year and in receipt of Rs. 5 Lakh or more in a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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, 2016, 31,95,945 Equity Shares, constituting 98.40% 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 Private Limited" (CIN-U45400MH2013PTC241820). The Company changed its name from "Rodium Housing Shahapur Private Limited" to "Rodium Housing Private Limited" during the year. 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 "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/-

Harish Nisar Rohit Dedhia

Whole-Time Director Whole-Time Director

(DIN:02716666) (DIN:02716686)

Date: May 19, 2016

Place: Mumbai


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


Mar 31, 2010

The Directors are pleased to present the 17th Annual Report and the Audited Statements of Account of your Company for the year ended March 31, 2010.

Financial Results

The financial performance of the Company, for the year ended March 31, 2010 is summarised below:

(Rs. in Lacs)

Particulars 2009-10 2008-09

Profit/(Loss) Before Depreciation,

Interest and Tax 290.74 (12.81)

Less: Interest 9.20 2.87

Depreciation - 29.10

Profit/(Loss) before Tax 281.54 (44.78)

Less: Provision for Current Taxation - -

Provision for Fringe Benefit Tax - 0.09

Provision for Deferred Tax 44.78 -

Profit/(Loss) after Tax 236.75 (44.87)

Add: Balance in Profit and Loss Account (800.92) (787.49)

Excess provision for tax for earlier years - 0.25

Extra-ordinary Item - 31.69

Amount Available for Appropriation (564.17) (800.92)

Review of Operations

The year under review was a transformational year for the Company. Your Directors have diversified the Company’s activities in other areas of business where they see potential opportunities. As a step in this direction, your Company was admitted as a Partner in Rodium Properties. Rodium Properties is a prominent real estate player. During the year under review, your Company has earned total revenue of Rs. 62.24 lacs as real estate consultancy fees. Your Company also received Rs. 248.73 lacs its share of profits from the partnership firm. The Company achieved a Profit after Tax of Rs. 236.75 lacs.

Dividend

In view of the need to conserve resources for growth, your Directors do not recommend any dividend for the current financial year.

Significant Developments

During the year, the promoter shareholding was acquired by Mr. Deepak Chheda, Mr. Harish Nisar, Mr. Rohit Dedhia and Mr. Shailesh Shah. The open offer to acquire equity shares pursuant the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 was duly completed.

During the year, the Company become a partner in Rodium Properties, a partnership firm. After the close of the current financial year, the Company has taken over all the assets and liabilities of the firm as a going concern. For the sake of administrative convenience, the registered office of the Company has been shifted from the State of Karnataka to the State of Maharashtra.

During the year under review, the Company has also amended its Main Object of the Memorandum of Association of the Company with a view to carry on business of real estate pursuant to the General Meeting resolution passed on January 27, 2010.

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 and Auditors’ Report

M/s. Ashar & Co., Chartered Accountants, Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting have expressed their unwilllingness to continue as the Company’s Statutory Auditor. Hence it is proposed to appoint M/s M. M. Nissim & Co., Chartered Accountants as the Statutory Auditors. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for appointment within the meaning of Section 226 of the said Act. The necessary resolution in this regard for your approval is contained in the Notice of the forthcoming Annual General Meeting.

Directors

During the year under review following Directors have resigned as directors:

Sr. No. Name Date of Resignation

1. Mr. R. P. Shantakumar 7th August, 2009

2. Mr. S. Venkatakrishna 7th August, 2009

3. Mr. Ramanujdas Boob 14th November, 2009

4. Mr. Balkishan Boob 29th March, 2010

The Board places on record its sincere appreciation for the services rendered by Mr. Shantakumar, Mr. Venkatakrishna, Mr. Ramanujdas Boob and Mr. Balkishan Boob to the Company.

Public Deposits

Your Company has not accepted any deposits from public or employees during the year under review.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India and have implemented all the stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Directors’ Report.

The requisite Certificate from the Auditors of the Company, M/s. Ashar & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this 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 set out 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.

Directors’ Responsibility Statement

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

(i) in the preparation of the annual accounts for the year ended March 31, 2010, 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;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2010 and of the profit of the Company for the year ended on that date;

(iii) 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

(iv) the Directors have prepared the annual accounts of the Company on a ‘going concern’ basis.

Acknowledgement

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors Deepak Chheda

Chairman and Managing Director

Date: July 07, 2010 Place : Mumbai

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