Directors Report of Radhe Developers (India) Ltd.
Mar 31, 2018
To,
The Members of
Radhe Developers (India) Limited
Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the financial year ended on March 31, 2018.
1. FINANCIAL HIGHLIGHTS
The Companyâs financial performance for the year ended on March 31, 2018 is summarized below:
(Rs. in Lakhs)
|
FINANCIAL RESULTS AND APPROPRIATIONS : |
Year ended 31/03/2018 |
Year ended 31/03/2017 |
|
Revenue from Operations |
998.58 |
552.17 |
|
Other Income |
103.34 |
200.48 |
|
Total Revenue |
1101.92 |
752.65 |
|
Profit Before Tax (PBT) |
104.09 |
126.14 |
|
Less : Taxation |
40.79 |
24.94 |
|
Net Profit after Tax (PAT) |
63.3 |
101.20 |
|
Other Comprehensive income (net of tax) |
1.32 |
0.28 |
|
Total comprehensive income for the year |
1.32 |
0.28 |
|
Balance brought forward from Previous Year |
-401.23 |
-502.71 |
|
Profit/(Loss) for the year |
64.62 |
101.48 |
|
Balance carried to Balance Sheet |
-336.61 |
-401.23 |
Note : The Financial Results of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) w.e.f. April 1, 2017. Consequently, the results for the previous period have also been restated as per Ind AS.
2. NATURE OF BUSINESS
The Company is engaged in the activities of Real Estate Development. On the real estate development front, the Company develops residential, commercial, plotting and social infrastructure projects. There was no change in nature of the business of the Company, during the year under review.
3. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.
4. FINANCIAL PERFORMANCE
During the year under review, the Company registered total revenue of Rs. 1101.92 lakh as compared to Rs. 752.65 lakh for the previous year and Profit before Tax stood at Rs. 104.09 lakh for the year under review as compared to Rs. 126.14 lakh for the previous year.
5. DIVIDEND
Keeping in view need to conserve resources of the Company, Directors are constrained not to recommend any dividend for the year under review.
6. TRANSFER TO RESERVES
During the year under the review the Company has transferred of Rs. 64.62 lakh to the Reserves and Surplus.
7. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is set out in this Annual Report.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary, joint venture or associate company.
9. DIRECTORSâ RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the âDirectorsâ Responsibility Statementâ and confirm that:
a) In preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;
c) The Directors have taken proper and sufficient care 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) The Directors have prepared the annual accounts for the year ended March 31, 2018 on going concern basis;
e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
10. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
11. CORPORATE GOVERNANCE
Company recognizes the importance of Good Corporate Governance, which is the tool of building strong and everlasting beneficial relationship with customers, suppliers, bankers and more importantly with the investors. Corporate Governance is strongly driven by our values such as quality, commitment, customer orientation & integrity.
Our Corporate Governance Report for fiscal 2018 forms an integral part of this Annual Report, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.
Reappointments
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Alok Vaidya, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of the Members of the Company. The Board recommends the re-appointment of Shri Alok Vaidya for your approval. A brief Resume of Shri Alok Vaidya is attached with the Notice of Annual General Meeting.
Board Independence
âIndependenceâ of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:
a) Shri Bharat Pandya
b) Shri Dineshsingh Kshatriya
c) Shri Harishkumar Rajput Declaration by Independent Directors
The Company has received declarations from all the independent directors of the Company that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.
1. Shri Ashish Patel - CEO & Managing Director
2 . Shri Pranav Patel - Chief Financial Officer
3. Shri Mukesh Chaudhary - Company Secretary & Compliance Officer Policy on Directorâs Appointment and Remuneration
The Policy of the Company on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the website of the Company at www.radhedevelopers.com/investors/policies-of-rdil.
Board Evaluation
The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non-Independent Directors and Chairman of the Company. Pursuant to this framework, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.
The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Boardâs functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Companyâs longterm strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Boardâs effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.
The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on February 2, 2018. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure I.
14. EXTRACTS OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the Extract of the Annual Return as at March 31, 2018 in Form MGT-9 is annexed to this Report as Annexure II.
15. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136(1) of the Act and as advised, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No related party transactions that were entered into during the financial year. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly the disclosure of related party transaction as require under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.
17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years from the date it became due for payment. Details of which are provided on our website, at www.radhedevelopers.com/investors/unclaimed-unpaid-amount.
18. AUDITORS Statutory Auditors
M/s. Chandabhoy & Jassoobhoy, Chartered Accountants Ahmedabad (Firm Registration No. 101648W), are the Statutory Auditors of the Company for the year ended March 31, 2018.
The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting, held on September 15, 2017.
The report of the Auditors is self-explanatory and does not contain any qualification, reservation or adverse remark and does not call for any comment. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
Secretarial Auditor
The Board appointed Jalan Alkesh & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure III to this Report.
19. DEPOSITS
During the year, there is no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.
20. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on the BSE Limited. The Annual Listing Fee for the current year has been paid to the BSE Limited.
21. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended March 31, 2018 in the Board meeting duly held on May 25, 2018, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
22. OTHER DISCLOSURES Share Capital
The Paid up Equity Share Capital as at March 31, 2018 stood at Rs. 2517.99 lakhs. During the year under review, the Company has not issued any further Share Capital.
Meetings of the Board of Directors
Six meetings of Board of Directors were held during the year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.
Audit Committee
The Audit Committee comprises of Shri Bharat Pandya, Independent Director (Chairman), Shri Dineshsingh Kshatriya, Independent Director and Shri Alok Vaidya, Non-Executive Director. During the year all the recommendations made by the Audit Committee were accepted by the Board. In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.
Change in Nature of Company Business
The Company is engaged in Construction Business. During the year there is no change in the nature of Companyâs Business.
Corporate Social Responsibility (CSR)
Provisions of the Section 135 of the Companies Act, 2013 and the Rules framed thereunder are not applicable to the Company. Hence CSR report is not required to be annexed.
Particulars of Loan given, Investments made, Guarantee given and Security Provided
Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
Internal Control Systems
Adequate internal control systems commensurate with the nature of the Companyâs business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholdersâ value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics
Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at www.radhedevelopers.com/ investors/policies-of-rdil.
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at www.radhedevelopers.com/investors/policies-of-rdil.
Prevention of Sexual Harassment of Women at Workplace
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
23. GENERAL
Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:
i. Details relating to deposits covered under Chapter V of the Act.
ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
iv. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
v. Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commissions from any of its subsidiaries.
vi. No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Companyâs operations in future.
vii. No fraud has been reported by the Auditors to the Audit Committee or the Board.
24. ACKNOWLEDGEMENTS
The Board of Directors would like to express their sincere appreciation for the assistance and support received from the banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
For and on behalf of the Board of Directors
Date : May 25, 2018 Ashish Patel
Place : Ahmedabad Chairman, CEO & Managing Director
Mar 31, 2016
To,
The Members of
Radhe Developers (India) Limited
The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company along with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2016.
1. FINANCIAL HIGHLIGHTS
The Companyâs financial performance for the year ended on 31st March, 2016 is summarized below:
|
FINANCIAL RESULTS AND APPROPRIATIONS |
Year Ended 31.03.2016 (Rs.in Lacs) |
Year Ended 31.03.2015 (Rs.in Lacs) |
|
Net Income from Operations |
1657.35 |
31.08 |
|
Other Income |
2.94 |
0.62 |
|
Total Revenue |
1660.29 |
31.70 |
|
Profit before Interest, Depreciation and Taxes (EBIDTA) |
435.07 |
(73.00) |
|
Less : |
||
|
Interest |
3.10 |
19.71 |
|
Extra-ordinary items |
6.17 |
0.03 |
|
Depreciation |
26.85 |
28.06 |
|
Profit Before Tax (PBT) |
398.95 |
(120.80) |
|
Less : Taxation |
102.18 |
(4.07) |
|
Net Profit after Tax (PAT) |
296.77 |
(116.73) |
|
Balance brought forward from Previous Year |
(643.36) |
(524.37) |
|
Profit/(Loss) for the year |
296.77 |
(116.73) |
|
Adjusting relating to Fixed Assets |
- |
(2.26) |
|
Balance carried to Balance Sheet |
(346.59) |
(643.36) |
The Company discloses financial results on a quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Companyâs website www.radhedevelopers.com.
2. FINANCIAL PERFORMANCE
Your Company registered total revenue of Rs.1660.29 Lacs during the current financial year as compared to total revenue of Rs.31.70 Lacs in financial year 2014-15 and Net Profit before Tax for the year 201516 stood at Rs.398.95 Lacs as compared to Loss before tax of Rs. 120.80 Lacs in financial year 2014-15. Profit after Tax for the current year stood at Rs. 296.77 Lacs as Compared to Loss after Tax of Rs. 116.73 Lacs in financial year 2014-15. A detailed analysis on the Companyâs performance is included in the âManagementâs Discussion and Analysisâ Report, which forms part of this Report.
3. DIVIDEND
Keeping in view need to conserve resources of the Company, your Directors are constrained not to recommend any dividend for the year under review.
4. TRANSFER TO RESERVES
The Opening Balance and Closing Balance of Security Premium was Rs. 1200 lacs. The Opening and Closing Balance of General Reserve was Rs. 25.00 lacs. The Opening Balance of Profit and Loss was Rs. (643.36) lacs. During the year under the review the Company has transferred whole of Profit of Rs. 296.77 lacs to the Reserves and Surplus and consequently the closing Balance of Profit and Loss as at 31st March, 2016 was Rs. (346.59) lacs.
5. DIRECTORS
The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.
The Policy of the Company on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the Companyâs website www.radhedevelopers.com.
Mr. Praful Patel resigned as Director of the Company on 28th January, 2016. Your Directors place on record their sincere appreciation of the valuable contribution made by him to RDIL.
The tenure of Mr. Ashish Patel as Managing Director and Chief Executive Officer of the Company was expired on 31st December, 2015. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 28th January, 2016 recommended and approved the reappointment and payment of remuneration to Mr. Ashish Patel as a Managing Director and Chief Executive Officer of the Company for a further period of five years i.e. upto 31st December, 2020, subject to the approval of members. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.
Further, pursuant to the provisions of Section 149 and 161 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board of Directors approved the appointment of Mr. Bharat Pandya as Additional Director of the Company (Independent-Non-Executive Director) in their meeting held on 2 3rd May, 2016. Your directors propose the appointment of Mr. Bharat Pandya under provisions of Section 149 and 152 of the Companies Act, 2013, at the ensuing annual general meeting. A brief Resume of Mr. Bharat Pandya is attached with the Notice of Annual General Meeting.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Alok Vaidya, Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of the Members of the Company. A brief Resume of Mr. Alok Vaidya is attached with the Notice of Annual General Meeting.
The Company has received declarations from all the independent directors of the Company that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non- Independent Directors and Chairman of the Company. Pursuant to this framework, a process of evaluation was followed by the Board for its own performance and that of its committees and individual directors.
The Board recommends the appointment / re-appointment of above directors for your approval Board Independence
âIndependenceâ of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent
a) Mr. Bharat Pandya w.e.f. 23rd May, 2016
b) Mr. Dineshsingh Kshatriya
c) Mr. Harishkumar Rajput
d) Mr. Alok Vaidya upto 23rd May, 2016
Committees of the Board
There are currently three Committees of the Board, as under:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholdersâ Relationship Committee
Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.
Number of Meetings of the Board
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy, apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boardâs approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Ahmedabad. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
The Board met four times in financial year 2015-16 viz., on 30th May, 2015, 14th August, 2015, 5th November, 2015 and 28th January, 2016. The maximum interval between any two meetings did not exceed 120 days.
Annual Evaluation by the Board
During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board.
This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.
The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Boardâs functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Companyâs long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Boardâs effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.
The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 28th January, 2016. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.
6. KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.
1. Mr. Ashish Patel - CEO & Managing Director
2. Mr. Pranav Patel - Chief Financial Officer
3. Mr. Mukesh Chaudhary - Company Secretary & Compliance Officer
During the period under review, Mr. Mehul Vyas resigned as the Company Secretary and Compliance Officer on 30th May, 2015 and Mr. Ashish Bagui was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 01st September, 2015 and He resigned as Company Secretary and Compliance Officer on 31st October, 2015.
In accordance with the provisions of Section 203 of the Companies Act, 2013, Mr. Mukesh S. Chaudhary, Company Secretary and Compliance Officer of the Company was appointed as Key Managerial Person of the Company w.e.f. 3rd November, 2015.
7. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure I to this report and form part of this Report.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure II.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of the business and on an armâs length basis. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is attached and forms part of this Directorsâ Report as Annexure III.
10. EXTRACTS OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the Extract of the Annual Return as at 31st March, 2016 in Form MGT-9 is annexed to this Report as Annexure IV.
11. AUDITORS Statutory Auditors
M/s. R. Choudhary & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 101928W), the Auditors of the Company, hold office until the conclusion o f the 23rd Annual General Meeting, subject to the ratification of appointment by the members of the Company, at every Annual General Meeting held after the 20th Annual General Meeting.
The Company has received letter from them to the effect that their appointment, if ratified, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.
The Board recommends the ratification of their appointment from the conclusion of this Annual General Meeting up to the conclusion of next Annual General Meeting of the Company.
The report of the Auditors is self-explanatory and does not contain any qualification, reservation or adverse remark and does not call for any comment. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
Internal Auditor
M/s. Salawat Hundlani and Co., Chartered Accountants, Ahmedabad has been internal Auditor of the Company for the Financial Year 2015-16. Internal Auditors are appointed by the Board of Directors of the Company on yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.
The Company has appointed M/s. Shah & Patel, Chartered Accountants, Ahmedabad as an Internal Auditor for the Financial Year 2016-17 in the Board meeting held on 23rd May, 2016, after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company.
Secretarial Auditor
In accordance with the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Alkesh Jalan, Practicing Company Secretary (Membership No. ACS: 15677; CP No: 4580), to undertake the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year 2015-16 is annexed to this Report as Annexure V.
12. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Corporate Governance Report, which forms an integral part of this Report, are set out as separate Annexure VI, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Management Discussion and Analysis report is attached and forms part of this Directorsâ Report as Annexure VII.
13. CEO & CFO CERTIFICATION
Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Ashish Patel, CEO & Managing Director and Mr. Pranav Patel, Chief Financial Officer of the Company, for the year ended 31st March, 2016 is attached herewith which forms part of Corporate Governance Report.
14. DIRECTORS'' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the âDirectorsâ Responsibility Statementâ and confirm that
a) In preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;
c) The Directors have taken proper and sufficient care 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) The Directors have prepared the annual accounts for the year ended 31st March, 2016 on going concern basis.
e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
15. SUBSIDIARY, JOINT-VENTURE AND ASSOCIATES COMPANIES
Your Company does not have any subsidiary, joint venture or associate company.
16. DEPOSITS
During the year, there is no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.
17. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on the BSE Limited (Bombay Stock Exchange). The Annual Listing Fee for the current year has been paid to the BSE Limited
18. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended 31st March, 2016 in the Board meeting duly held on 23rd May, 2016, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
19. DISCLOSURES Share Capital
The Paid up Equity Share Capital as at 31st March, 2016 stood at Rs. 2517.99/- Lacs. During the year under review, the Company has not issued any further Share Capital.
Meetings of Board of Directors
During the year under review 4 (four) meetings of Board of Directors were held Further details regarding the Board Meetings have been provided under Corporate Governance Report annexed with this Report.
Composition of Audit Committee
The Board has constituted the Audit committee which comprises of three Non-Executive Directors and Chairman is Independent Director. The details of the composition of the audit committee is described in Corporate Governance Report.
In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.
Material Changes and Commitment affecting Financial Position of the Company
There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company i.e. 31st March, 2016 and up to the date of signing of the Directorâs Report.
Change in Nature of Company Business
The Company is engaged in Construction Business. During the year there is no change in the nature of Companyâs Business.
Suspension of Trading in the Securities
During the year, the Companyâs scrip was suspended from trading for the period 27th August, 2015 till 30th November, 2015 due to, One, the Companyâs financials were weak compared to price rise of the scrip during the period 3rd January 2012 to 18th September, 2014 with daily average volume of 19439 shares and total volume of 12868441 shares. Secondly, the Companyâs website was not functional due to technical reasons. However from 1st December, 2015 such suspension was revoked
Corporate Social Responsibility (CSR)
Provisions of the Section 135 of the Companies Act, 2013 and the Rules framed there under are not applicable to the Company. Hence CSR report is not required to be annexed.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company.
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company
Particulars of Loan given, Investments made, Guarantee given and Security Provided
Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
Risk Management Policy and Internal Control Adequacy
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. For ensuring independence of audits, the Internal Auditors report directly to the Audit Committee. Both Internal and Statutory Auditors have exclusive executive sessions with the Audit Committee on a regular basis. In addition, during the year, the Management performed a review of key financial controls, at entity as well as operating levels.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives which has been enhanced during this year. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. These have also been reported and discussed in detail in the Managementâs Discussion and Analysis Report, annexed to this report.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2015-16.
Prevention of Sexual Harassment of Women at Workplace
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
20. GENERAL
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:-
i. Neither the Managing Director nor the Whole Time Director of the Company receive any remuneration or commissions from any of its subsidiaries
ii. No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Companyâs operations in future.
21. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the support extended by its Bankers, Customers, Advisors, and various Government Agencies and for the valued efforts and dedication shown by the Company employees at all levels. The Board also wishes to thank the shareholders for their unstinted support.
By order of the Board of Directors
For, Radhe Developers (India) Limited
Jahnavi Patel Alok Vaidya
Date : 23rd May, 2016 Director Director
Place : Ahmedabad DIN: 00230301 DIN: 00101864
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 21st Annual Report with the
Audited Accounts of the Company for the year ended 31.3.2015.
FINANCIAL RESULTS:
The Operating results of your Company for the period under review are
as follows:
(Rs. in Lacs)
Particulars Current Year Previous Year
2014-2015 2013-2014
Total Income 32.10 16.46
Profit / (Loss) before
Depreciation & Interest (72.78) (44.65)
Depreciation 28.06 15.58
Interest 19.93 19.63
Extra- Ordinary Items 0.03 5.22
Profit / (Loss ) Before tax (120.80) (85.09)
Less : Current Year Tax - -
Deferred Tax (4.07) (1.38)
Net Profit / (Loss )after tax (116.73) (83.71)
Profit/(Loss) Brought Forward
From Previous Year (524.37) (440.66)
Balance available for appropriations (641.10) (524.37)
FINANCIAL HIGHLIGHTS:
OPERATIONS:
During the year, the Company has carried out some activities. However,
due to general economic slow down world over and bearish position in
the real estate division, the Company has made loss for the financial
year. The total income has been stood at Rs. 32.10 Lacs as compared to
last year's Rs. 16.46 Lacs. The Company has incurred Net loss after tax
of Rs.116.73 Lacs as compared to net loss of Rs. 83.71 Lacs of the last
year.
DIVIDEND:
Your Directors regret their inability to recommend any dividend on the
equity shares in view of the losses suffered by your Company during the
year under review and carried forward losses of earlier years.
RESERVES:
In view of the losses incurred by your Company, no amount has been
transferred to general reserve.
FUTURE PROSPECTS:
The Company has expertise in Civil, Construction, Structural Work, etc.
of various types of commercial, residential and infrastructure
projects. Major thrust on infrastructure development supported by
regulatory reforms by the government will also provide considerable
opportunities to your Company for achieving business growth in coming
years.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board consist of Six (6) members as on 31st March, 2015, Three(3)
of whom are Promoter Directors, out of which one is Managing Director,
who is also Executive Director and remaining Three(3) are Non-Executive
Independent Directors. This results into proper constitution of the
Board.
Board Meeting:
Regular meetings of the Board are held at least once in a quarter,
inter-alia, to review the quarterly results of the Company. During the
year under review, Board of Directors of the Company met 5 times, viz
30th May, 2014, 11th August, 2014, 14th November, 2014, 13th February,
2015 and 27th March, 2015.
The details of number of meetings of Committees held during the FY
2014-15 forms part of Corporate Governance Report.
APPOINTMENT, RESIGNATION AND CESSATION OF DIRECTORS:
Appointment of Independent Director at the AGM
During the year, at the 20th Annual General Meeting 3 (Three)
Non-Executive Independent Director's namely Mr. Dineshsingh Kshatriya,
Mr. Alok Vaidya and Mr. Nirav Desai were appointed as Independent
Directors as per Section 149 of the Companies Act, 2013 to hold office
for Five Consecutive years for a term up to 31st March, 2019, not
liable to retire by rotation.
During the year, Mr. Nirav Desai has resigned as an Independent
Director of the Company w.e.f. 14th November, 2014.
Further Pursuant to the provisions of Section 161(1) of the Companies
Act, 2013 and Articles of Association of the Com- pany, Mr. Harish
Rajput was appointed as an Independent Director designated as an
Additional Director w.e.f. 14th Novem- ber, 2014. and he shall hold
office up to the date of the ensuing Annual General Meeting. The
Company has received requisite notice in writing from a member
proposing Mr. Harish Rajput for appointment as an Independent Director.
Further Mrs. Jahnavi Patel was appointed as an Additional Director
w.e.f 27th March, 2015 and shall hold office up to the date of the
ensuing Annual General Meeting. The Company has received requisite
notice in writing from a member propos- ing Mrs. Jahnavi Patel for
appointment as a Director.
Re-appointments
In accordance with the provisions of the Articles of Association and of
the Companies Act 2013, Mr. Praful Patel, Director of the Company,
retire by rotation at the ensueing Annual General Meeting and being
eligible, offer himself for re-appoint- ment.
Declaration by Independent Directors
As required under Section 149(7) all the Independent Directors on the
Board of the Company have issued their annual declaration stating that
they meet all the criteria of independence as required under the Act.
Details of Key Managerial Personnel:
During the year, Mr. Durgesh Patel has been appointed as the Chief
Financial Officer of the Company with effect from 11th August, 2014 and
thereafter he has been resigned w.e.f 31st October, 2014. On the same
day, Mr. Pranav Patel has been appointed as the Chief Financial Officer
of the Company, w.e.f 31st October, 2014.
Mr. Ashish Patel, CEO & Managing Director, Mr. Pranav Shah, Chief
Financial Officer and Mr. Mehul Vyas, Company Secretary of the Company
are the Key Managerial Personnel as per the provisions of the Companies
Act, 2013.
Mr. Mehul Vyas, Company Secretary of the Company has resigned w.e.f
29th May, 2015.
NOMINATION AND REMUNERATION POLICY
A Nomination and Remuneration Policy has been formulated pursuant to
the provisions of Section 178 and other applicable provisions of the
Companies Act, 2013 and Rules thereto stating therein the Company's
policy on nomination and remu- neration of Directors, Key Managerial
Personnel and Senior Management and approved by the Board of Directors
at its meeting held on 11.08.2014. The said policy may be referred to,
at the Company's website at www.radheinfra.com.
BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and individual Director. Schedule IV of
the Companies Act, 2013 states that the performance evaluation of
independent directors shall be done by the entire Board of Directors
excluding the director being evaluated.
A structured questionnaire was prepared after taking into consideration
of the various aspects of the Board's functioning, Composition of the
Board and Committees, culture, execution and performance of specific
duties, obligation and gover- nance.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
Board approved the evaluation results as collated by the nomination and
remuneration committee.
The performance evaluation of the Independent Directors was completed.
During the year under review, the Independent Directors met on 27th
March, 2015 interalia, to discuss:
* Performance evaluation of Non Independent Directors and Board of
Directors as a whole;
* Performance evaluation of the Chairman of the Company;
* Evaluation of the quality of flow of information between the
Management and Board for effective performance by the Board.
The Board of Directors expressed their satisfaction with the evaluation
process.
COMMITTEE OF BOARD
Your Company has several Committees which have been established as part
of the best Corporate Governance practices and are in compliance with
the requirements of the relevant provisions of applicable laws and
statutes.
The Company has following Committees of the Board:
* Audit Committee
* Nomination and Remuneration Committee
* Stakeholders' Grievances and Relationship Committee
* Share Transfer Committee
A detailed note on the committees with respect to Meeting, composition,
powers, terms of reference is provided under the corporate governance
report section in this Annual Report.
SUBSIDIARY, JOINT-VENTURE AND ASSOCIATES COMPANIES:
Your Company does not have any subsidiary, joint venture or associate
company for the year ended 31st March, 2015. PUBLIC DEPOSITS:
During the period under review, the Company has not accepted deposits
from Shareholders and Public falling within the ambit of Section 73 of
the Companies Act, 2013 and rules made there under. Further, As per
Section 74 of the Companies Act, 2013, the Company has repaid all the
existing Deposit accepted under the Companies Act, 1956. There were no
deposits, which were claimed and remained unpaid by the Company as on
March 31,2015.
SHARE CAPITAL:
The Paid up Equity Share Capital as at 31st March, 2015 stood at Rs.
2518/- Lacs. During the year under review, the Company has not issued
any further Share Capital.
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a
Whistle Blower Policy. The policy enables the employees to report to
the management instances of unethical behavior, actual or suspected
fraud or violation of Company's Code of Conduct. Further the mechanism
adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe guards against
victimization of Whistle Blower who avails of such mechanism and also
provides for direct access to the Chairman of the Audit Committee, in
exceptional cases. The function- ing of vigil mechanism is reviewed by
the Audit Committee from time to time. None of the Whistle blowers has
been denied access to the Audit Committee of the Board. The Whistle
Blower Policy of the Company is available on the website of the
Company.
RISK MANAGEMENT
The Company has set up a risk management framework to identify,
monitor, minimize, mitigate and report and also to identify business
opportunities. The executive management oversees the risk management
framework and the Audit Com- mittee evaluates internal financial
controls and risk management systems. In the opinion of Board, there
are no risk which may threaten the existence of the Company. _
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
There were no incidences of sexual harassment reported during the year
under review, in terms of the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a separate section on Corporate Governance and certificate obtained
from practicing Chartered Accountant confirming its compliance, is
provided separately and forming part of this Report. The Board of
Directors supports the basic principles of corporate governance. In
addition to this, the board lays strong emphasis on transparency,
accountability and integrity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Your attention is drawn to the perception and business outlook of your
management for your company for current year and for the industry in
which it operates including its position and perceived trends in near
future. The Management Discussion and Analysis Report as required under
clause 49 of the Listing Agreement with the Stock Exchange is attached
and forms part of this Directors' Report.
PARTICULARS OF LOANS, GUARANTEES 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 Statement.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY:
There are no material changes and commitments, affecting the financial
position of the Company which has occurred between the end of financial
year of the Company i.e. 31st March, 2015 and the date of Director's
Report i.e. 14th August, 2015.
EXTRACT OF ANNUAL RETURN:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act, 2013 read with Rule 12 of Companies
(Management and Administration) Rules, 2014 the extract of the Annual
Return as at 31st March, 2015 in Form MGT-9 forms part of this Annual
Report as Annexure-1.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions that were entered during the
financial year were in the Ordinary course of business of the Company
and were on arm's length basis. There were no materially significant
related party transactions entered by the Company with its Promoters,
Directors, Key Managerial Personnel or other persons which may have
potential conflict with the interest of the Company.
All Related Party transactions are placed before the Audit Committee
for approval, wherever applicable. Prior omnibus approval for normal
business transactions is also obtained from the Audit Committee for the
related party transactions which are of repetitive nature and
accordingly the required disclosures are made to the Committee on
quarterly basis in terms of the approval of the Committee.
The policy on Related Party Transactions as approved by the Board of
Directors is uploaded on the website of the Company All the related
party transactions entered into by the Company were in the Ordinary
Course of business and were on an arm's length basis as provided in
Annexure -2
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information relating to Conservation of Energy, Technology Absorption
and Foreign Earning and Outgo, as required under Section 134(3)(m) of
the Companies Act, 2013 forms part of this annual report as Annexure
-3.
PARTICULAR OF EMPLOYEES:
The ratio of remuneration of each Director to the median employee's
remuneration and other details in terms of sub-section 12 of Section
197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
forming part of this Annual Report as Annexure - 4.
The details as required under section 197(12) of the Companies Act,
2013, read with Rule 5(2) of the Companies (Appoint- ment and
Remuneration of Managerial Personnel), 2014 is not applicable as there
is no employee in the company em- ployed throughout the financial year
with salary above Rs.60 Lacs p.a. or employed part of the financial
year with average salary above Rs. 5 Lacs per month.
Further, there is no employee employed throughout Financial year or
part thereof, was in receipt of remuneration of in aggregate is in
excess of that drawn by the Managing Director or Whole Time Director or
Manager and holds by himself or along with his spouse and dependent
children, not less than Two percent (2%) of the Equity Shares of the
Company.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted/ reconstituted by the Board
of Directors are given in the Corporate Governance Report annexed which
forms part of this report.
AUDITORS & AUDITORS REPORT:
At the 20th Annual General Meeting held on 30th September, 2014 the
members had approved appointment of M/s. R. Choudhary & Associates,
Chartered Accountants,Ahmedabad (Firm Registration No. 101928W) to hold
office from the conclusion of the 20th Annual General Meeting until the
conclusion of the 23rd Annual General Meeting, (subject to ratifica-
tion of the appointment by the members, at every Annual General Meeting
held after the every 20th Annual General Meeting) on such remuneration
plus service tax, out-of-pocket expenses, travelling and living
expenses etc., as may be determined by the Board of Directors of the
Company.
In accordance with Section 139 of the act, Members are requested to
ratify the appointment of the auditors for further one year and
accordingly they continue to hold office from the conclusion of the
21st Annual General Meeting until the conclu- sion of 22nd Annual
General Meeting.
Notes forming part of the accounts are self-explanatory and therefore,
do not require any further comments.
INTERNAL AUDIT:
M/s. Shah & Patel has been internal Auditor of the Company for the F.Y
2014-15. Internal Auditors are appointed by the Board of Directors of
the Company on yearly basis, based on the recommendation of the Audit
Committee. The Internal Auditor reports their findings on the internal
Audit of the Company to the Audit Committee on a quarterly basis. The
Scope of Internal audit is approved by the Audit Committee.
The Company has appointed M/s. Salawat Hundlani and Co., Chartered
Accountants, Ahmedabad as an Internal Auditor for the FY 2015-16 in the
Board meeting held on 30th May 2015, after obtaining his willingness
and eligibility letter for appoint- ment as Internal Auditor of the
Company.
SECRETARIAL AUDITOR & THEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remunera- tion of Managerial
Personnel) Rules, 2014, your Company had appointed Mr. Tapan Shah,
Practicing Company Secretary to undertake the Secretarial Audit of the
Company for the FY 2014-15. The Report of the Secretarial Audit Report
for the FY 2014-15 is annexed to this Annual Report as Annexure-5.
DIRECTORS' RESPONSIBILITY STATEMENT:
As stipulated in Section 134(3)(c) read with sub section 5 of the
Companies Act, 2013, Directors subscribe to the "Direc- tors'
Responsibility Statement" and confirm that:
a) In preparation of annual accounts for the year ended 31st March,
2015, the applicable accounting stan- dards have been followed and that
no material departures have been made from the same;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that year;
c) The Directors had taken proper and sufficient care 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) The Directors had prepared the annual accounts for the year ended
31st March, 2015 on going concern basis.
e) The Directors had laid down the internal financial controls to be
followed by the Company and that such Internal Financial Controls are
adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transac- tions on these
items during the year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme includ- ing Employee Stock Option Scheme.
3. Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees.
4. Managing Director of the Company is not receiving any remuneration
or commission from any other entity, as the Company does not have any
subsidiary.
5. No significant and material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
valuable assistance and co-operation extended by the Bankers, vendors,
customers, advisors, the general public and for the valued efforts and
dedication shown by the Company employees at all levels. Your Directors
also sincerely acknowledge the confidence and faith reposed by the
shareholders of the Company.
Date: 14.08.2015 FOR RADHE DEVELOPERS (INDIA) LIMITED
REGISTERED OFFICE:
First Floor, Chunibhai Chambers, B/H.
City Gold (Old Dipali Theatre) Ashram Road, Sd/-
Ahmedabad - 380 009. Praful Patel
Chairman
Mar 31, 2014
Dear Shareholder:
The Directors are pleased to present the 20th Annual Report with the
Audited Accounts of the Company for the year ended 31.3.2014.
FINANCIAL RESULTS:
The Operating results of your Company for the period under review are
as follows:
(Rs. in Lacs)
Particulars Current Year Previous Year
2013-2014 2012-2013
Total Income 16.46 37.45
Profit/(Loss) before Depreciation & Tax (64.28) (64.63)
Less : Depreciation 15.58 11.23
Profit/(Loss) Before Tax (79.86) (75.86)
Less : Provision for Tax
Deferred Tax (1.38) (1.05)
Current Tax - -
Prior Period Expenses(Net off) 5.23 -
Net Profit/(Loss) After Tax (83.71) (74.81)
Balance brought forward (440.66) (365.85)
Balance carried to Balance sheet (524.37) (440.66)
Earnings per share (0.33) (0.30)
FINANCIAL HIGHLIGHTS:
OPERATIONS:
During the year, the Company has carried out some activities. However,
due to general economic slow down world over and bearish position in
the real estate division, the Company has made loss for the financial
year. The total income has been stood at Rs.16.46 Lacs as compared to
last year''s Rs. 37.45 Lacs. The Company has incurred Net loss after tax
of Rs.83.71 Lacs as compared to net loss of Rs. 74.81 Lacs of the last
year.
DIVIDEND:
Your Directors do not recommended any dividend for the year, due to
loss incurred for the year.
FUTURE PROSPECTS:
The Company has expertise in Civil, Construction, Structural Work, etc.
of various types of commercial, residential and infrastructure
projects. Major thrust on infrastructure development supported by
regulatory reforms by the government will also provide considerable
opportunities to your Company for achieving business growth in coming
years.
STATUTORY DISCLOSURE:
Particulars required to be furnished by the Companies (Disclosure of
particulars in the report of the Board of Directors) Rule, 1988.
Part A& B pertaining to Conservation of Energy and technology
absorption is not applicable to the Company, as the Company has no
Manufacturing activities. The Company has however, used information
technology in its operation.
During the year, there is no foreign exchange earnings and outgo. (last
year also Nil)
DIRECTORS:
As per the provisions of the Companies Act 2013 and Articles of
Association of the Company, Mr. Praful Patel, Director of the Company,
will retire in the ensuing Annual General Meeting and being eligible,
seeks re-appointment. The Board of Directors recommends his
re-appointment.
The Board has renewed remuneration terms of Mr. Ashish P. Patel,
Managing Director of the Company till his terms expires as on 31st
December, 2015.
Details of Director seeking appointment/ re-appointment as required
under Clause 49(VI) of the Listing Agreement are provided in the notice
forming part of this Annual Report. Their re-appointments are
appropriate and in the best interest of the Company.
Impending notification of section 149 and other applicable provisions
of the companies Act, 2013, your directors seeking appointment of Mr.
Dineshsingh Kshatriya, Mr. Alok Vaidya and Mr. NIrav Desai as
independent Director for five consecutive years for a term up to 31st
March, 2019. The Company has received declarations from all the
Independent Directors confirming that they meet the criteria of
independence as prescribed in the above Section.
None of the Directors of the Company is disqualified for being
appointed as Director as Specified in section 164(2) of the Companies
Act, 2013.
For the perusal of shareholders, a brief resume of the above said
director, nature of his expertise, his shareholding in the company and
other required details of all directors, for which approval of members
for their appointments or re-appointments are sought, are given in the
section of Corporate Governance Report elsewhere in the Annual Report.
CHANGE IN LEGISLATION GOVERNING COMPANIES IN INDIA:
During the year under review, the provisions of the new Companies Act
have been made effective replacing Companies Act, 1956 vintage by the
introduction of the Companies Act, 2013. The Government has notified
287 sections out of total 470 sections which cover all the material
provisions of the new Companies Act, 2013.
However, as Clarified by the Ministry of Corporate Affairs, the
provisions of Companies Act, 1956 would remain applicable in respect of
Financial Accounts, Auditor''s Report and Director''s report thereon for
the financial year ended on 31st March, 2014.
PUBLIC DEPOSITS:
During the period under review, the Company has accepted deposits from
Public within the prescribed limits under the Act. As on March 31,
2014, deposits from Public stood at Rs. 176.85 Lacs. All the Deposits
were paid in time and there were no deposits, which were unclaimed or
claimed and remained unpaid by the Company as on March 31, 2014. The
Company has stopped accepting new deposits and as per the new Companies
Act and all the deposits are being repaid on maturity dates.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a separate section on Corporate Governance and certificate obtained
from practicing Chartered Accountant confirming its compliance, is
provided separately and forming part of this Report. The Board of
Directors supports the basic principles of corporate governance. In
addition to this, the board lays strong emphasis on transparency,
accountability and integrity. Report on Management Discussion and
Analysis is provided in separate section and forming part of this
report.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted/ reconstituted by the Board
of Directors are given in the Corporate Governance Report annexed which
forms part of this report.
CHANGE IN NOMENCLATURE OF COMMITTEES AND ENHANCED THEIR SCOPE:
Pursuant to introduction of the Companies, Act, 2013 and rules there
under, the Nomenclature of the Shareholders Grievance Committee has
been changed to "Stakeholders Grievance and Relationship Committee" and
the Nomenclature of Remuneration Committee has been changed to
"Nomination and Remuneration Committee"
The scope of terms of reference/ scope for Audit Committee has been
enhanced in line with provisions of Section 117 of the Companies Act,
2013 with additional Scope on vigil mechanism, Safeguards against
victimization of persons who use such mechanism, direct access to
chairperson of audit committee in appropriate or exceptional cases etc.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):
The provisions of section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1988 as amended are not
applicable to the company, as there are no employees whose remuneration
is in excess of the limits prescribed.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 I would like
to state the following:
In the preparation of the Annual Accounts, the applicable accounting
standards have been followed.
The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company, at the end of the financial year ended on 31st March.
2014.
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
The Directors have prepared the attached statements of accounts for the
year ended 31st March, 2014 on a going concern basis.
AUDITORS & AUDITORS REPORT:
The Statutory Auditors of the Company, M/s. R. Choudhary & Associates;
Chartered Accountants, Ahmedabad (Firm Registration No. 101928W) will
retire at Conclusion of ensuing Annual General Meeting and being
eligible, have offered themselves for re-appointed.
The Company has received a written Certificate from Auditors stating
their appointment, if made would be within the limit under Section
139(1) of the Companies Act, 2013 and the rules made there under. The
Board, on the recommendation of the Audit Committee, has also proposed
that M/s. R. Choudhary & Associates; Chartered Accountants, Ahmedabad,
be reappointed as Auditor of the Company.
Your Directors request you to re-appoint the Auditors to hold the
office from the Conclusion of the 20th AGM to the Conclusion of 23rd
AGM. (Subject to rectification of the appointment by the members at
every AGM held after this AGM) and fix their remuneration.
Notes forming part of the accounts are self-explanatory and therefore,
do not require any further comments.
INTERNAL AUDIT:
M/s. Shah & Patel has been internal Auditor of the Company. Internal
Auditors are appointed by the Board of Directors of the Company on
yearly basis, based on the recommendation of the Audit Committee. The
Internal Auditor reports their findings on the internal Audit of the
Company, to the Audit Committee on a quarterly basis. The Scope of
Internal audit is approved by the Audit Committee.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
valuable assistance and co-operation extended by the Bankers, vendors,
customers, advisors, the general public and for the valued efforts and
dedication shown by the Company employees at all levels. Your Directors
also sincerely acknowledge the confidence and faith reposed by the
shareholders of the Company.
By Order of the Board
For RADHE DEVELOPERS (INDIA) LIMITED
Date : 11th August, 2014 Sd/-
Place : Ahmedabad PRAFUL C. PATEL
CHAIRMAN
Mar 31, 2013
Dear Shareholder:
The Directors are pleased to present the 19th Annual Report with the
Audited Accounts of the Company for the year ended 31.3.2013.
FINANCIAL RESULTS:
The Operating results of your Company for the period under review are
as follows:
(Rs. in Lacs)
Particulars Current Year Previous Year
2012-2013 2011-2012
Total Income 37.45 2.45
Profit /(Loss) before Depreciation & Tax (64.63) (107.93)
Less : Depreciation 11.23 9.82
Profit /(Loss) Before Tax (75.86) (117.75)
Less :Provision for Tax
Deferred Tax (1.05) 0.78
Current Tax
Income tax of earlier year
Fringe Benefit Tax
Net Profit/(Loss) After Tax (74.81) (118.53)
Prior Period Expenses
(74.81) (118.53)
Balance brought forward (365.85) (247.32)
Balance carried to Balance sheet (440.66) (365.85)
Earnings per share (0.30) (0.47)
FINANCIAL HIGHLIGHTS:
OPERATIONS:
During the year, the Company has carried out some activities. However,
due to general economic slow down world over and bearish position in
the real estate division, the Company has made loss for the financial
year. The total income has been stood at Rs.37.45 Lacs as compared to
last year''s Rs. 2.45 Lacs. The Company has incurred Net loss after tax
of Rs. 74.81 Lacs as compared to net loss of Rs.118.53 Lacs of the last
year.
DIVIDEND:
Your Directors do not recommended any dividend for the year, due to
loss incurred for the year.
FUTURE PROSPECTS:
The Company has expertise in Civil, Construction, Structural Work, etc.
of various types of commercial, residential and infrastructure
projects. Major thrust on infrastructure development supported by
regulatory reforms by the government will also provide considerable
opportunities to your Company for achieving business growth in coming
years.
STATUTORY DISCLOSURE :
Particulars required to be furnished by the Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988.
Part A & B pertaining to Conservation of Energy & Technology absorption
is not applicable to the Company, as the Company has no manufacturing
activities. The Company has however, used information technology in its
operation.
During the year, there is no foreign exchange earnings and outgo. (Last
year also Nil)
DIRECTORS:
During the year Mr. Prakash shah was resigned from the Director of the
Company w.e.f 14th August, 2012 and Mr. Dineshsingh U. Kshatriya
Appointed as an additional Director of the Company w.e.f. 9th November,
2012
In accordance with the provisions of the Articles of Association and of
the Companies Act 1956, Mr. Praful Patel, Directors of the Company, is
liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, offer himself for re- appointment.
The Board appreciate the contribution made by the outgoing Director,
during his tenure.
PUBLIC DEPOSITS:
During the period under review, the Company has accepted deposits from
Public within the prescribed limits under the Act. As on March 31,
2013, deposits from Public stood at Rs. 134.11 Lacs. All the Deposits
were paid in time and there were no deposits, which were unclaimed or
claimed and remained unpaid by the Company as on March 31, 2013.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a separate section on Corporate Governance and certificate obtained
from practicing Chartered Accountant confirming its compliance, is
provided separately and forming part of this Report. The Board of
Directors supports the basic principles of corporate governance. In
addition to this, the board lays strong emphasis on transparency,
accountability and integrity.
Report on Management Discussion and Analysis is provided in separate
section and forming part of this report.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted/ reconstituted by the Board
of Directors are given in the Corporate Governance Report annexed which
forms part of this report.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):
The provisions of section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1988 as amended are not
applicable to the company, as there are no employees whose remuneration
is in excess of the limits prescribed.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, I would like
to state the following:
In the preparation of the Annual Accounts, the applicable accounting
standards have been followed.
The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company, at the end of the financial year ended on 31st March,
2013.
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
The Directors have prepared the attached statements of accounts for the
year ended 31st March, 2013 on a going concern basis.
AUDITORS & AUDITORS REPORT:
M/s. R. Choudhary & Associates; Chartered Accountants, retire at the
forthcoming Annual General Meeting and have confirmed their eligibility
and willingness to accept the office, if re-appointed.
Notes forming part of the accounts are self-explanatory and therefore,
do not require any further comments.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
valuable assistance and co-operation extended by the Bankers, vendors,
customers, advisors, the general public and for the valued efforts and
dedication shown by the Company employees at all levels. Your Directors
also sincerely acknowledge the confidence and faith reposed by the
shareholders of the Company.
By Order of the Board
For RADHE DEVELOPERS
(INDIA) LIMITED
Date : 9th August, 2013 Sd/-
Place : Ahmedabad PRAFUL C. PATEL
CHAIRMAN
Mar 31, 2012
The Directors are pleased to present the 18th Annual Report with the
Audited Accounts of the Company for the year ended 31.3.2012.
FINANCIAL RESULTS:
The Operating results of your Company for the period under review are
as follows:
(Rs. in Lacs)
Particulars Current Year Previous Year
2011-2012 2010-2011
Total Income 2.45 105.87
Profit /(Loss) before
Depreciation & Tax (107.93) (51.15)
Less : Depreciation 9.82 8.53
Profit /(Loss) Before Tax (117.75) (59.68)
Less : Provision for Tax
Deferred Tax 0.78 (0.66)
Current Tax
Income tax of earlier year
Fringe Benefit Tax
Net Profit/(Loss) After Tax (118.53) (59.02)
Prior Period Expenses (118.53) (59.02)
Balance brought forward (247.32) (188.30)
Balance carried to Balance sheet (365.85) (247.32)
Earnings per share (0.47) (0.02)
FINANCIAL HIGHLIGHTS: OPERATIONS:
During the year, due to general economic slow down world over and
bearish position in the real estate division, the total income has been
decreased and stood at Rs.2.45 Lacs as compared to last year's Rs.
105.87 Lacs. Same way, due to increase in Administrative, Operation and
General Expenses the Company has incurred Net loss after tax of Rs.
118.53 Lacs as compared to net loss of Rs.59.02 Lacs of the last year.
DIVIDEND:
Your Directors do not recommended any dividend for the year, due to
loss incurred for the year.
FUTURE PROSPECTS:
The Company has Expertise in Civil, Construction, Structural Work, etc.
of various types of commercial, residential and infrastructure
projects.
The Company has planned to build Township around Ahmedabad. Major
thrust on infrastructure development supported by regulatory reforms by
the government will also provide considerable opportunities to your
Company for achieving business growth in coming years.
ENERGY CONSERVATION:
(Information under section 217(1)(e) of the Companies Act, 1956.)
The company has no Manufacturing activities. Hence no information is to
submit in respect of conservation and absorption of technology
FOREIGN EXCHANGE EARNINGS & OUTFLOW:
There is no foreign exchange earnings and outgo of the company (last
year also Nil)
DIRECTORS:
In accordance with the provisions of the Articles of Association and of
the Companies Act 1956, Mr. Alok Vaidya and Mr. Nirav D. Desai,
Directors of the Company, are liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
The brief particulars of all directors, for which approval of members
for their appointment or re-appointment are sought, have been provided
in the Notice of Annual General Meeting pursuant to Clause 49 of the
Listing Agreement relating to Corporate Governance.
PUBLIC DEPOSITS:
During the period under review, the Company has accepted deposits from
Public within the prescribed limits under the Act. As on March 31,
2012, deposits from Public stood at Rs. 102.49 Lacs. All the Deposits
were paid in time and there were no deposits, which were unclaimed or
claimed and remained unpaid by the Company as on March 31, 2012.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a separate section on Corporate Governance and certificate obtained
from practicing Chartered Accountant confirming its compliance, is
provided separately and forming part of this Report. The Board of
Directors supports the basic principles of corporate governance. In
addition to this, the board lays strong emphasis on transparency,
accountability and integrity.
Report on Management Discussion and Analysis is provided in separate
section and forming part of this report. FORMATION OF VARIOUS
COMMITTEES:
Details of various committees constituted by the Board of Directors are
given in the Corporate Governance Report annexed which forms part of
this report.
CONSOLIDATION OF SHARES:
With a View to Give a better Picture of earning per Share to the equity
share holders of the Company, Financial Institutions and Institutional
Investors, your Company has Consolidated equity Shares from 10 (Ten)
Equity Shares of the Company of Re. 1/- (Rupee One) each to 1 (One)
Equity Share of Rs.10/- (Rupees Ten) each. Necessary Listing of the new
Shares was also took place during the year.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):
The provisions of section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1988 as amended are not
applicable to the company, as there are no employees whose remuneration
is in excess of the limits prescribed.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 I would like
to state the following:
In the preparation of the Annual Accounts, the applicable accounting
standards have been followed.
The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company, at the end of the financial year ended on 31st March.
2012.
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
The Directors have prepared the attached statements of accounts for the
year ended 31st March, 2012 on a going concern basis.
AUDITORS & AUDITORS REPORT:
M/s. R. Choudhary & Associates; Chartered Accountants, retire at the
forthcoming Annual General Meeting and have confirmed their eligibility
and willingness to accept the office, if re-appointed.
Notes forming part of the accounts are self-explanatory and therefore,
do not require any further comments. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
valuable assistance and co-operation extended by the Bankers, vendors,
customers, advisors, the general public and for the valued efforts and
dedication shown by the Company employees at all levels. Your Directors
also sincerely acknowledge the confidence and faith reposed by the
shareholders of the Company.
By Order of the Board
For RADHE DEVELOPERS (INDIA) LIMITED
Date : 30th August, 2012 Sd/-
Place : Ahmedabad PRAFUL C. PATEL
CHAIRMAN
Mar 31, 2011
Dear Shareholder:
The Directors are pleased to present the 17th Annual Report with the
Audited Accounts of the Company for the year ended 31.3.2011.
FINANCIAL RESULTS:
The Operating results of your Company for the period under review are
as follows:
(Amt.Rs. in Lacs)
Particulars Current Year Previous Year
2010-2011 2009-2010
Total Income 105.87 24.49
Profit /(Loss) before
Depreciation & Tax (51.15) (137.44)
Less : Depreciation 8.53 8.69
Profit /(Loss) Before Tax (59.68) (146.13)
Less :Provision for Tax
Deferred Tax - (0.46)
Current Tax - -
Income tax of earlier year - -
Fringe Benefit Tax - -
Net Profit/(Loss) After Tax (59.68) (145.67)
Prior Period Expenses - 0.19
(59.68) (145.86)
Balance brought forward (188.30) (42.44)
Balance carried to Balance sheet (247.98) (188.30)
Earnings per share (0.02) (0.07)
FINANCIAL HIGHLIGHTS:
OPERATIONS:
During the year, due to increase in price of the properties and bullish
position in the real estate division, the total turnover has been
increased and stood at Rs.105.87 Lacs as compared to last year's Rs.
24.49 Lacs. Same way, due to increase in Administrative, Operation and
General Expenses, the Company has incurred Net loss after tax of Rs.
59.68 Lacs as compared to net loss of Rs.145.67 Lacs of the last year.
DIVIDEND :
Your Directors do not recommended any dividend for the year, due to
loss incurred for the year.
FUTURE PROSPECTS:
The Company has Expertise in Civil, Construction, Structural Work, etc.
of various types of commercial, residential and infrastructure
projects.
The Company has planned to build Township near Ahmedabad. Major thrust
on infrastructure development supported by regulatory reforms by the
government will also provide considerable opportunities to your Company
for achieving business growth in coming years.
ENERGY CONSERVATION:
(Information under section 217(1)(e) of the Companies Act, 1956.)
The company has no Manufacturing activities. Hence no information is
require to be given in respect of conservation of Energy, Research and
Development & Technology absorption.
DIRECTORS:
In accordance with the provisions of the Articles of Association and of
the Companies Act 1956, Mr. Prakash Shah and Mr. Praful Patel,
Directors of the Company, are liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
The Company has re-appointed and revised the remuneration terms of Mr.
Ashish Patel, CEO and Managing Director of the Company, w.e.f. 1st
January 2011, for further period of 5 years at its Board Meeting held
on 9th February 2011, subject to the approval of the members in general
meeting.
The brief particulars of all directors, for which approval of members
for their appointment or re-appointment are sought, have been provided
in the Notice of Corporate Governance report pursuant to Clause 49 of
the Listing Agreement.
PUBLIC DEPOSITS:
During the period under review, the Company has accepted deposits from
Public within the prescribed limits under the Act. As on March 31,
2011, deposits from Public stood at Rs.48.37 Lacs. All the Deposits
were paid in time and there were no deposits, which were unclaimed or
claimed and remained unpaid by the Company as on March 31, 2011.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a separate section on Corporate Governance and certificate obtained
from practicing Chartered Accountant confirming its compliance, is
provided separately and forming part of this Report. The Board of
Directors supports the basic principles of corporate governance. In
addition to this, the board lays strong emphasis on transparency,
accountability and integrity.
Report on Management Discussion and Analysis is provided in separate
section and forming part of this report.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors are
given in the Corporate Governance Report annexed which forms part of
this report.
RIGHTS ISSUE:
Considering the bearish market condition, the Company has cancelled its
Rights Issue. However, the Company continue to explore fund raising
programs through Rights Issue, for the various future projects.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):
The provisions of section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1988 as amended are not
applicable to the company, as there are no employees whose remuneration
is in excess of the limits prescribed.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 I would like
to state the following:
In the preparation of the Annual Accounts, the applicable accounting
standards have been followed.
The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company, at the end of the financial year ended on 31st March.
2011.
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
The Directors have prepared the attached statements of accounts for the
year ended 31st March, 2011 on a going concern basis.
AUDITORS & AUDITORS REPORT:
M/s. R. Choudhary & Associates; Chartered Accountants, retire at the
forthcoming Annual General Meeting and have confirmed their eligibility
and willingness to accept the office, if re-appointed.
Notes forming part of the accounts are self-explanatory and therefore,
do not require any further comments.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
valuable assistance and co-operation extended by the Bankers, vendors,
customers, advisors, the general public and for the valued efforts and
dedication shown by the Company employees at all levels. Your Directors
also sincerely acknowledge the confidence and faith reposed by the
shareholders of the Company.
By Order of the Board
For RADHE DEVELOPERS (INDIA) LIMITED
Date : 10-8-2011
Place : Ahmedabad PRAFUL C. PATEL
CHAIRMAN
Mar 31, 2010
The Directors have pleasure for presenting you the 16th Annual Reports
of the Company together with the Audited Accounts for the year ended on
March 31,2010.
FINANCIAL RESULTS:
The Operating results of your Company for the period under review are
as follows:
(Amt. in Rs.)
Particulars Current Year Previous Year
31.03.2010 31.03.2009
Total Income 2449399.80 4765208.10
Profit/(Loss)before
Depreciation & Tax (13743965.10) (3381142.93)
Less: Depreciation (868988.00) (848949.00)
Profit/(Loss) Before Tax (14612953.10) (4230091.93)
Less : Provision for Tax
Deferred Tax (46398.00) (88293.00)
Current Tax - -
Income tax of earlier year - -
Fringe Benefit Tax - -
Net Profit/(Loss) After Tax (14566555.10) (4141798.93)
Prior Period Expenses 19118.00 696332.00
(14585673.10) (4838130.93)
Balance brought forward (4244223.83) 593907.10
Balance carried to Balance
sheet (18829896.93) (4244223.83)
Earnings per share (0.07) (0.04)
FINANCIAL HIGHLIGHTS:
OPERATIONS:
During the year, due to general economic slow down world over and
bearish position in the real estate division, the total turnover has
been decreased and stood at Rs.24.49 Lacs as compared to last years
Rs. 47.65 Lacs, Same way, due to higher provision for depreciation and
increase in Administrative, Operation and General Expenses the Company
has in- curred Net loss after tax of Rs.145.67 Lacs as compared to net
loss of Rs.41.42 Lacs of the last year.
DIVIDEND:
Your Directors do not recommended any dividend for the year, due to
loss incurred for the year.
FUTURE PROSPECTS:
The Company has Expertise in Civil, Construction, Structural Work, etc.
of various types of commercial, residential and infrastructure
projects.
The Company has planned to build Township near Ahmedabad. Major thrust
on infrastructure development supported by regulatory reforms by the
government will also provide considerable opportunities to your Company
for achieving business growth in coming years.
ENERGY CONSERVATION:
(Information under section 217(1 )(e) of the Companies Act, 1956.)
The company has no Manufacturing activities. Hence no information is to
submit in respect of conservation and absorption of technology
FOREIGN EXCHANGE EARNINGS & OUT FLOW:
There is no foreign exchange earning and outgo of the company (last
year also Nil)
DIRECTORS:
In accordance with the provisions of the Articles of Association and of
the Companies Act 1956, Mr. Alok Vaidya and Mr. Nirav D. Desai,
Directors of the Company, retiring by rotation at the ensueing Annual
General Meeting and being eligible, offer themselves for
re-appointment.
The Company has revised the terms and conditions of remuneration of Mr.
Ashish Patel, CEO and Managing Director of the Company, w.e.f. 1st
April 2010, at its Board Meeting held on 30th April, 2010, subject to
the approval of the members in general meeting.
The brief particulars of all directors, for which approval of members
for their appointment or re-appointment are sought, have been provided
in the Notice of Annual General Meeting pursuant to Clause 49 of the
Listing Agreement relating to Corporate Governance.
PUBLIC DEPOSITS:
The Company has launched its Fixed Deposit Scheme and started accepting
deposits from shareholders and others from February, 2010, which is
within the prescribed limits. As on March 31,2010, deposits stood at
Rs.18.61 lacs. There were no deposits, which were claimed and remained
unpaid by the company as on March 31,2010.
FURTHER ALLOTMENT OF SHARES:
The Company has allotted 1,50,00,000 equity shares on conversion of
Equity warrants, through preferential allotment to promoters and Non
Promoters of the Company and thus the promoters have brought additional
funds and making total paid- up capital of Rs.25,17,99,000/-
SUB -DIVISION (STOCK SPLIT) OF SHARES:
With a View to provide more liquidity and encourage active
participation of the retail investors, your Company has subdi- vided
equity shares from 1 (one) equity share of the company of Rs. 10/-
(Rupees Ten) each to 10(Ten) equity shares of Rs.1/-(Rupees One) each.
Necessary Listing of the new shares was also took place during the
year.
PROPOSED RIGHTS ISSUE:
The Company recognizes tremendous scope and potential of the Housing,
real estate development and infrastructure construction industry in
India - especially given the high impetus given by the Government of
India to Housing and Infra- structure sector. This gives us access to
continued growth opportunity. The Company has many such big projects in
pipeline, which requires major investment in capital equipment and
needs to augment its long-term working capital re- sources.
In view of the above, your directors propose to issue shares on a
rights basis to existing shareholders, after obtaining necessary
approval from the SEBI and relevant applicable authorities.
INCREASE IN AUTHORISED CAPITAL:
The Company will need to increase its present Authorized Capital of the
Company, creating provision for additional shares to be issued, under
the proposed Rights Issue.
The Board of Directors therefore proposes to increase the Authorized
Share Capital to Rs. 81,00,00,000/- (Rupees Eighty one crore) divided
into 81,00,00,000 equity shares of Rs. 1/- each and accordingly, clause
V of Memorandum and appli- cable Articles of Association requires
amendment and approval from the members..
ADOPTION OF NEW SET OF ARTICLE OF ASSOCIATION:
The Company was incorporated 15 years back and during this period many
amendment came under the Companies Act, 1956. The Company has changed
its Articles in the past, as and when required. Looking at the present
provisions, the Board has decided to change the whole set of Articles,
so that it covers all the provisions under the Companies Act,1956 and
accordingly the same has been placed before the members for their
approval.
CAPITAL REDUCTION:-
The Company was under the bonafide belief that the revision of accounts
for the year 2000-2001, 2001-2002,2002-2003 and 2003-2004 pursuant to
the resolution passed by the shareholders in the Extra Ordinary General
Meeting held in March,
2005 is sufficient to reverse the allotment of shares in respect of
which the Bombay Stock Exchange refused the listing. However, the
Company is now advised that the paid-up equity share capital of the
Company can be cancelled/ reduced only subject to the approval of the
Honble High Court of Gujarat as per the provisions of Sec. 100 r/w.
Sec. 101 of the Companies Act, 1956, after the shareholders approval
through special resolution as required in such provision. This Capital
reduction is for the old capital and it does not affect, in any way,
the present capital structure of the Company.
DELISTING OF THE SHARES OF THE COMPANY:-
It was observed that since last few years, there has been no trading of
Companys shares on Ahmedabad Stock Exchange. To reduce cost of the
Company, the Board have decided to delist the shares of the Company
from the Ahmedabad Stock Exchange. The same has been approved by the
Ahmedabad Stock Exchange and shares have been Delisted from the said
Exchange, w.e.f. 09/07/2010.
CORPORATE GOVERNANCE:-
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
a separate section on Corporate Governance and certificate obtained
from Chartered Accountant confirming its compliance, is provided
separately and forming part of this Report. The Board of Directors
supports the basic principles of corporate governance. In addition to
this, the board lays strong emphasis on transparency, accountability
and integrity.
Report on Management Discussion and Analysis is provided in separate
section and forming part of this report.
FORMATION OF VARIOUS COMMITTEES:-
Details of various committees constituted by the Board of Directors are
given in the Corporate Governance Report annexed which forms part of
this report.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):-
The provisions of section 217(2A)of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1988 as amended are not
applicable to the company, as there are no employees whose remuneration
is in excess of the limits prescribed.
DIRECTORS RESPONSIBILITY STATEMENT: -
Pursuant to Section 217 (2AA) of the Companies Act, 1956 I would like
to state the following:
In the preparation of the Annual Accounts, the applicable accounting
standards have been followed.
The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company, at the end of the financial year ended on 31st March.
2010.
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
The Directors have prepared the attached statements of accounts for the
year ended 31st March, 2010 on a going concern basis.
AUDITORS & AUDITORS REPORT: -
M/s. R. Choudhary & Associates; Chartered Accountants, retire at the
forthcoming Annual General Meeting and have confirmed their eligibility
and willingness to accept the office, if re-appointed.
Notes forming part of the accounts are self-explanatory and therefore,
do not require any further comments.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
valuable assistance and co-operation extended by the Bankers, vendors,
customers, advisors, the general public and for the valued efforts and
dedication shown by the Company employees at all levels. Your Directors
also sincerely acknowledge the confidence and faith reposed by the
shareholders of the Company.
By Order of the Board
For RADHE DEVELOPERS (INDIA) LIMITED
Date: 26/07/2010 Sd/-
Place: Ahmedabad PRAFUL C. PATEL
CHAIRMAN
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