Directors Report of RDB Infrastructure and Power Ltd.

Mar 31, 2025

Your Director''s have pleasure in presenting their 19^th Annual Report of the RDB Infrastructure and Power Limited (Formerly
known as RDB Realty & Infrastructure Limited) along with Audited Financial Statements for the financial year ended 31^stMarch, 2025.

FINANCIAL SUMMARY

Your Company''s financial performance for the year ended 31^st March, 2025 is summarized below:

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Total Revenue	11,347.73	6,784.05
Total Expenses (excluding exceptional items)	(10,593.78)	(6,423.83)
Profit before Exceptional Items	753.95	360.22
Exceptional item	0	0
Profit Before Taxation	753.95	360.22
Tax expense:
- Current Tax	(192.78)	(88.65)
- Related to earlier years	(5.03)	(1.17)
- Deferred Tax	(2.44)	(0.23)
Profit After Tax	553.70	270.17
Other Comprehensive Income	14.52	0
Total Comprehensive Income	568.22	270.17

Your Company has reported a net profit of Rs. 568.22 Lakhs
for the year ended 31^st March, 2025 as compared to a net
profit of Rs. 270.17 Lakhs in the previous financial year. The
total revenue for the year ended 31^st March, 2025 stood at
Rs. 11,347.73 Lakhs, as against Rs. 6,784.05 Lakhs for the
year ended 31^st March, 2024.

DIVIDEND

In view of the Company''s growth phase and with a focus on
conserving existing resources to support ongoing and future
investment requirements, your Directors have deemed
it prudent not to recommend any dividend on the equity
shares for the financial year ended 31^st March, 2025.

TRANSFER TO RESERVES

During the period under review, your Company has not
transferred any amount to reserves during financial year
ended 31^st March, 2025.

STATE OF THE COMPANY''S AFFAIRS

During the period under review, your Company has
following on-going projects:

The Company has executed and handed over possession of
Residential/Commercial projects covering an area of around
29,453 square feet. Presently, the Company has thirteen onÂ¬
going projects, of which there are six Government Projects,
at various stages of planning and development. These

include housing projects, integrated townships, shopping
malls and commercial complexes.

CHANGE IN NATURE OF BUSINESS

During the period under review, there had been a significant
change in the nature of your Company''s business operations.
Pursuant to the Scheme of Arrangement approved by the
Hon''ble National Company Law Tribunal, Kolkata Bench,
vide its order dated 21^st May, 2024, the Realty Division of
the Company was demerged and transferred to the RDB
Real Estate Constructions Limited (the Resulting Company),
with effect from the Appointed Date of 1^st October, 2022.

In line with the Company''s strategic vision and to capitalise
on emerging opportunities, particularly in the energy sector,
the Company had diversified into the Power business.
Accordingly, the name of the Company was changed from
RDB Realty & Infrastructure Limited to RDB Infrastructure
and Power Limited to reflect the revised scope of business
activities.

ISSUE OF WARRANTS

During the period under review, your Company had
issued and allotted 68,62,500 (Sixty-Eight Lakhs Sixty-Two
Thousand and Five Hundred) share warrants on preferential
basis, each convertible into equivalent equity shares, having
face value of Rs. 10/- (Rupees Ten Only) each, ranking pari-
passu with the existing equity shares of your Company,

at a price of Rs. 405/- (Rupees Four Hundred Five only),
including premium of Rs. 395/- (Rupees Three Hundred
Ninety-Five only) per share warrants, aggregating to Rs.
2,77,93,12,500/- (Rupees Two Hundred Seventy-Seven
Crores Ninety-Three Lakhs Twelve Thousand and Five
Hundred Only).

In compliance with applicable regulations, the Company had
received 25% of the total consideration amount, aggregating
to Rs. 69,48,28,125/- (Rupees Sixty-Nine Crores Forty-Eight
Lakhs Twenty-Eight Thousand One Hundred Twenty-Five
only), as upfront payment against the allotment of the said
share warrants on 27th November, 2024.

Subsequently, the Company undertook a sub-division/ split
of its equity shares, whereby 1 (one) equity share of face
value Rs. 10/- (Rupees Ten only) each, fully paid-up, was
sub-divided into 10 (Ten) equity shares of face value Re.
1/- (Rupee One only) each, fully paid-up. This sub-division
became effective from 28^th February, 2025, which was fixed
as the record date for the said sub-division/ split.

Consequent to the sub-division, the number of share
warrants increased tenfold and the issue price per warrant
was proportionately adjusted to Rs. 40.50/- (Rupees Forty
and Paise Fifty only) per share, reflecting the 1:10 subÂ¬
division ratio. Further details in respect of the sub-division/

split of equity shares are provided in the subsequent section
of this Report.

SUB-DIVISION/ SPLIT OF EQUITY SHARES

During the period under review, the Board of Directors of
your Company approved, the sub-division/ split of equity
shares of your Company, such that 1 (one) equity share
having face value of Rs. 10/- (Rupees Ten only) each, fully
paid-up, was sub-divided/ split into 10 (Ten) equity shares
having face value of Re. 1/- (Rupee One only) each, fully
paid-up.

Further, the members vide resolution passed by way of
postal ballot on 24^th January, 2025 approved the said subÂ¬
division/ split of equity shares and consequential alteration
in the existing Capital Clause of the Memorandum of
Association (MOA) of your Company.

After the requisite approvals of the Stock Exchanges i.e. BSE
& CSE and the depositories i.e. NSDL and CDSL, new ISIN
(INE245L01028) was allotted to your Company. The effect
of change in face value of the equity share was reflected on
the equity share price at the Stock Exchanges where your
Company is listed (BSE and CSE) effective from 28^th February,
2025 i.e. record date for the purpose of sub-division/ split of
equity shares of your Company.

Accordingly, the capital structure of your Company post sub-division/ split of equity shares (prior to allotment of share
warrants) was as follows:

Type of Capital		Number of equity shares	Face Value (in Rs.)	Total Share Capital (in Rs.)
Authorised Share Capital		27,00,00,000	1	27,00,00,000
Issued, Subscribed and Capital	Paid-up Share	17,28,34,000	1	17,28,34,000

SLUMP SALE

During the period under review, the Board of Directors of
your Company at its Meeting held on 04^th March, 2025,
approved the slump sale of non-agricultural land of your
Company, held on lease, admeasuring 10667.52 sq. mtrs.
carved out from Plot No. 98, of Town Planning Scheme
No.7 (Anjana) situated within the limits of Surat Municipal
Corporation, Taluka Surat City, District Surat to Samprati
Buildcon Private Limited for a lump-sum consideration of
Rs. 60,00,00,000/- (Rupees Sixty Crores only) which was
subsequently approved by the members of your Company
at the Extra-Ordinary General Meeting of the Company held
on 29^th March, 2025. The said consideration is at an arm''s
length basis and will be utilized for the working capital
requirement and towards the general corporate purpose of
your Company.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES

During the period under review, no Companies have become

or ceased to be subsidiaries, joint ventures or associates''
companies of your Company.

However, as previously disclosed in the last Board''s Report
for the financial year 2023-24, pursuant to the sanction of
the Scheme of Arrangement for Demerger between the
Company and the Resulting Company i.e., RDB Real Estate
Constructions Limited, by the Hon''ble National Company Law
Tribunal (NCLT), Kolkata Bench on 21^st May, 2024, all assets,
liabilities, obligations, and legal proceedings pertaining to
the Realty Business Undertaking were transferred to the
Resulting Company with effect from the Appointed Date,
upon the Scheme becoming effective. Consequently, the
entities that were subsidiaries or associate companies of
your Company in relation to the Realty Business have, with
effect from the Appointed Date, become subsidiaries or
associates of the Resulting Company. Your Company had
duly informed the stock exchange(s) of this development at
its Board Meeting held on 02^nd August, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of
the Companies Act, 2013 ("the Act") read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 are provided in
Annexure 1 which forms part of this report.

CORPORATE GOVERNANCE

Your Company upholds a strong commitment to sound
Corporate Governance and continually endeavours to adopt
evolving best practices in the interest of transparency,
accountability, and long-term stakeholder value. It remains

your Company''s constant pursuit to enhance its governance
framework through ethical conduct and responsible
management practices. A detailed Report on Corporate
Governance is annexed to this Report as Annexure 2.

Ms. Prachi Todi, Practicing Company Secretary and
Secretarial Auditor of the Company, has issued a
certificate dated 06th August, 2025, confirming that the
Company has complied with the conditions for Corporate
Governance stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). The said certificate forms part of this Report
and is annexed as Annexure 2D.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Board of Directors

Mr. Rajeev Kumar	Chairperson & Whole Time Director
Mr. Raju Singh	Whole Time Director
Mr. Amit Kumar Goyal	Managing Director & Chief Financial Officer
Ms. Moumita Ghosh	Independent Director and Woman Director
Mr. Samprati Kamdar	Independent Director
Mr. Sharad Kumar Bachhawat	Independent Director
Mr. Ashok Kumar Jain	Independent Director
Mr. Abhay Doshi	Independent Director

During the period under review, the following changes took
place in the composition of the Board of your Company:

Mr. Rajeev Kumar (DIN: 07003686), Whole time Director
and Chairperson, Mrs. Neera Chakravarty (DIN: 09096844),
Whole Time Director, Mr. Pradeep Kumar Pugalia (DIN:
00501351), Non-Executive Director resigned from
your Company with effect from 31st December, 2024
(Designation of Mr. Pradeep Kumar Pugalia was changed
from Whole Time Director to Non-Executive Director with
effect from 02nd August, 2024). Your Board places on
record its sincere appreciation towards their contribution
made during their tenure on the Board of your Company.

Your Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee at their
Meeting held on 14^th November, 2024 appointed:

â¢ Mr. Raju Singh (DIN: 09117852) as Whole Time
Director;

â¢ Mr. Amit Kumar Goyal (DIN: 05292585) as Managing
Director;

â¢ Ms. Moumita Ghosh (DIN: 10874329) as NonÂ¬
Executive Independent Director,

with effect from 18^th December, 2024, to hold office for
a term of five consecutive years, which was subsequently

approved by the members through Postal Ballot on 24^thJanuary, 2025.

Mr. Raju Singh and Ms. Moumita Ghosh fulfils the criteria
provided in the Nomination and Remuneration Policy of
your Company including their qualification, experience,
background, expertise, proficiency and integrity.

Further, the Board of Directors of your Company appointed
Mr. Amit Kumar Goyal as Chief Financial Officer with effect
from 01^st January, 2025. Mr. Amit Kumar Goyal fulfils the
criteria provided in the Nomination and Remuneration Policy
of your Company including his qualification, experience,
background, expertise, proficiency and integrity. Further, in
terms of the SEBI Listing Regulations, the Audit Committee
has approved his appointment as Chief Financial Officer
after assessment of his qualification, experience and
background.

Subsequently, recognizing the continued strategic
value brought by Mr. Rajeev Kumar and based on the
recommendation of the Nomination and Remuneration
Committee, the Board re-appointed him as Whole Time
Director with effect from 12th February, 2025, for a term
of five consecutive years. His re-appointment was duly
approved by the shareholders at the 2nd Extra-Ordinary
General Meeting held on 29th March, 2025.

The Board met 17 (Seventeen) times during the period
under review. The details of such meetings are disclosed
in the Corporate Governance Report forming part of this
Annual Report.

The maximum interval between any two meetings did not
exceed 120 days as prescribed by the Act.

Director retiring by rotation

In accordance with the provisions of the Act and the Articles
of Association of the Company, Mr. Amit Kumar Goyal,
Managing Director and Chief Financial Officer retires by
rotation at the ensuing Annual General Meeting and being
eligible, seeks re-appointment. The Board of Directors on
the recommendation of the Nomination and Remuneration
Committee has recommended his re-appointment.

Resolution seeking his re-appointment along-with his
profile forms part of the Notice of 19^th (Nineteenth) Annual
General Meeting.

Declaration of Independence

Your Company has received necessary declaration from
Independent Directors stating that:

(i) they meet the criteria of independence as provided in
Section 149(6) of the Act and Regulation 16(1)(b) and
Regulation 25(8) of the SEBI Listing Regulations; and

(ii) as required vide Rule 6 (1) & (2) of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014 they have registered their names in the
Independent Directors'' Databank maintained by the
Indian Institute of Corporate Affairs.

The Independent Directors of your Company have duly
complied with the provisions of the Code for Independent
Directors as outlined in Schedule IV of the Act, as well as
the Company''s Code of Conduct for Directors and Senior
Management Personnel.

Board Evaluation

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Nomination and Remuneration Committee
and your Board has made the annual evaluation of the
performance of the Board, its Committees and of individual
Directors. The evaluation was done on the basis of
structured feedback forms which included parameters such
as level of engagement and contribution, independence of
judgments, maintenance of integrity, confidentiality, etc.

Further, in the separate meeting of Independent Directors
which was held on 12^th February, 2025 during the year, the
performance of Non-Independent Directors, performance
of the Board as a whole and the performance of the

Chairperson was evaluated and the quality, quantity, and
timeliness of flow of information between the Company''s
Management and the Board was assessed. The Directors
expressed their satisfaction with the overall evaluation
process.

Familiarization Programmes for Independent Directors

In compliance with Regulation 25(7) of the SEBI Listing
Regulations, the Independent Directors are familiarized
with the Company through various programmes that
provide them with a comprehensive understanding of the
nature of the industry in which your Company operates,
the Company''s business model, and the roles, rights,
and responsibilities of Independent Directors. These
programmes also cover any other relevant information to
ensure that the Independent Directors are well-informed.
The details of the familiarization programmes conducted
during the year, as required under Regulation 46 of the
SEBI Listing Regulations, are available on the website of
the Company and can be accessed at the following link:
https://www.rdbindia.com/wp-content/uploads/2022/09/
Familiarization-Programme-for-Independent-Director.pdf

B. Committees of the Board

Your Board has constituted the following statutory
Committees which are mandated by the Act and the SEBI
Listing Regulations, based on their respective roles and
defined scope:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Corporate Social Responsibility Committee and

v. Committee of Directors (discontinued after the
September, 2024 quarter).

The decision to discontinue the Committee of Directors
was made in line with the Company''s evolving governance
requirements, and in accordance with the Board''s
evaluation of its effectiveness.

Details of composition, terms of reference and number of
meetings held for respective Committees are given in the
Report on Corporate Governance, which forms part of this
Annual Report.

C. Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key
Managerial Personnel (KMP) of your Company as on 31^stMarch, 2025:

i. Mr. Rajeev Kumar, Chairperson & Whole Time
Director;

ii. Mr. Raju Singh, Whole Time Director;

iii. Mr. Amit Kumar Goyal, Managing Director and Chief

Financial Officer; and

iv. Mr. Aman Sisodia, Company Secretary & Compliance
Officer.

During the period under review, Mr. Priyarup Mukherjee
resigned from the position of Company Secretary and
Compliance Officer and Mr. Anil Kumar Apat resigned
from the position of Chief Financial Officer with effect
from 31^st December, 2024. Your Board places on record
its appreciation towards their valuable contribution and
guidance during their tenure.

Similarly, Mrs. Neera Chakravarty stepped down from the
position of Whole Time and Woman Director with effect
from 31st December, 2024. The Board expresses its gratitude
for her dedicated service and valuable contributions to the
Company.

Subsequently, Mr. Aman Sisodia was appointed as the
Company Secretary and Compliance Officer with effect
from 12^th February, 2025.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control system and suggests improvements to strengthen
the same. In the opinion of your Board, the existing internal
control framework is adequate and commensurate to the
size and nature of the business of your Company. During the
year, such controls were tested and no reportable material
weaknesses in the design or operation were observed.

POLICIES

A. Corporate Social Responsibility

Pursuant to Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
Corporate Social Responsibility ("CSR") is not applicable to
the Company for the financial year 2024-25. Accordingly, the
Company has not undertaken any CSR activities during the
year under review. The CSR policy is placed on the website
of the Company and can be accessed at the following link:
https://www.rdbindia.com/wp-content/uploads/2025/07/
CSR-Policy.pdf

B. Risk Management Policy

The Board of Directors of your Company has put in place
a robust Risk Management Policy. The primary objective
of policy is to safeguard and enhance shareholders'' value
and providing an optimum risk reward tradeoff. The risk
management approach is based on a clear understanding
of the variety of risks that the Company faces, disciplined
risk monitoring and continuous risk assessment and
mitigation measures. The Audit Committee is entrusted
with the responsibility of overseeing the implementation

and effectiveness of the risk management framework. The
Committee periodically reviews the key risks and mitigation
measures, and its observations are presented to the Board
of Directors for further review and guidance. During the
year under review, no significant risks were identified that
could potentially threaten the sustainability or existence of
the Company.

C. Director''s Appointment and Remuneration Policy
and other details

Pursuant to Section 178(3) of the Act and based on the
recommendation of Nomination and Remuneration
Committee, your Board had formulated a comprehensive
Nomination and Remuneration Policy. This Policy outlines
the criteria for determining qualifications, positive attributes,
and independence of Directors, as well as the framework for
remuneration of Directors, Key Managerial Personnel, and
other employees. The details of the Remuneration policy
are mentioned in the report on the Corporate Governance
and the same is also placed on the Company''s website at
https://www.rdbindia.com/wp-content/uploads/2022/09/
Nomination-and-Remuneration-Policy.pdf.

The statement of Disclosure of Remuneration pursuant to
Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed as Annexure 3 forming part of this
Report.

D. Whistle Blower Policy or Vigil Mechanism

In compliance with the provisions of Section 177(9) of the
Act and Regulation 22 of SEBI Listing Regulations, your
Company has formulated Vigilance Mechanism/ Whistle
Blower Policy to provide a secure and confidential platform
for Directors and employees of the Company to report
genuine concerns relating to unethical behavior, actual or
suspected fraud, or violation of the Company''s Code of
Conduct. The Vigil Mechanism ensures that any Whistle
Blower may report concerns to the Vigilance Officer, who
is responsible for reviewing and addressing such complaints
in a fair and transparent manner. The status of complaints
received and their resolution, if any, is periodically reported
to the Audit Committee. In appropriate or exceptional
cases, the Whistle Blower is also provided direct access to
the Chairperson of the Audit Committee.

The Policy includes adequate safeguards to protect Whistle
Blowers from any form of retaliation, victimization, or
discrimination for reporting concerns in good faith. It
reaffirms the Company''s commitment to maintaining the
highest standards of ethical, moral, and legal business
conduct. It is further affirmed that no person has been
denied access to the Audit Committee during the year
under review.

The Vigil Mechanism / Whistle Blower Policy is made
available on the Company''s website and can be accessed at
the following link: https://www.rdbindia.com/wp-content/
uploads/2022/09/vigilance_mechanism_or_whistle_
blower_policy.pdf

Your Company also undertakes regular communication
and sensitization to ensure that Directors and Employees
are aware of the availability and accessibility of the Vigil
Mechanism.

E. Policy on prevention of insider trading

Your Company has adopted a "Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information" as envisaged under SEBI (Prohibition
of Insider Trading) Regulations, 2015 to ensure fair,
transparent, and timely disclosure of material information,
thereby maintaining the integrity of the market. This Code
is intended to prevent misuse of unpublished price sensitive
information (UPSI) and to regulate, monitor and report
trading activities of Directors, Designated Persons and
other connected persons of the Company. It ensures that
all stakeholders have equal access to important information
that may impact the trading of the Company''s securities.

The Code is available on the website of the Company and
can be accessed at the following link: https://www.rdbindia.
com/wp-content/uploads/2022/09/Code-of-practices-and-
procedures-for-Fair-disclosure-of-unpublished-price.pdf

F. Policy on Prevention of Sexual Harassment at
Workplace

In compliance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH") and rules made thereunder,
your Company has adopted a Policy on Prevention of
Sexual Harassment at Workplace. An Internal Complaints
Committee (ICC), duly constituted as per the Act, is in
place to address complaints of sexual harassment. The ICC
includes both internal members and an external expert to
ensure fair and impartial redressal.

During the period under review, the Company undertook
several initiatives to reinforce its zero-tolerance policy
towards harassment and discrimination. These included
awareness campaigns, sensitization programs, development
of training materials and online workshops, including
sessions on unconscious bias. Further details are provided
in the Corporate Governance Report forming part of this
Annual Report. The POSH Policy is available on the website
of the Company and can be accessed at the following link:
https://www.rdbindia.com/wp-content/uploads/2025/05/
POSH-Policy.pdf

PARTICULARS OF EMPLOYEES

The statements required under Section 197 read with
Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
as amended, form part of this Report and will be made
available to any Member on request, as prescribed therein.

The prescribed particulars of employees required under
Rule 5(1) of the said Rules are annexed as Annexure 3 to
this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2024-25, the loans granted and
guarantees or securities provided by the Company in
connection with borrowings were exempted from the
applicability of Section 186 of the Companies Act, 2013,
as the Company is engaged in the business of providing
infrastructural facilities.

However, investments and acquisitions made by the
Company, whether through subscription, purchase, or
otherwise in the securities of any other body corporate,
to the extent falling within the scope of Section 186, were
subject to the provisions of the Act. These details are
disclosed in the Notes to the Financial Statements, forming
part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All transactions with related parties were reviewed and
approved by the Audit Committee and are in accordance
with the Policy on Related Party Transactions formulated
and adopted by the Company. Omnibus approvals from
the Audit Committee are obtained for the related party
transactions which are unforeseen in nature.

In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on
Related Party Transactions and the same can be accessed
on the Company''s website at https://www.rdbindia.com/
wp-content/uploads/2022/09/RPT-Policy_21.06.2025.pdf.
There were no related party transactions entered by the
Company during the year with directors, key managerial
personnel or other persons, which may have a potential
conflict with the interests of the Company. During the year
under review, all contracts/ arrangements/transactions
entered into by the Company with the related parties were
in the ordinary course of business and at arm''s length basis.

During the year under review, the Company had not
entered into any contract/arrangement/ transaction with
related parties which could be considered material in
accordance with the Policy on Related Party Transactions
of the Company or which is required to be reported in Form
No. AOC-2 in terms of Section 134(3)(h) read with Section
188 of the Act and Rule 8(2) of the Companies (Accounts)

Rules, 2014. Therefore, the requirement of furnishing the
requisite details in Form No. AOC-2 is not applicable to the
Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with
Section 134(5) of the Act, your Directors confirm that, to
the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
and there are no material departures;

b) they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

c) they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going
concern basis;

e) they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

f) they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) and
Section 134(3)(a) of the Act as amended from time to time
and the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is available
on the website of the Company and can be accessed at the
following link: https://www.rdbindia.com/annual-return/

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

1. In order to achieve focused growth and efficient
management of its distinct business verticals, the
Board of Directors of the Company proposed the
demerger of its Realty Division, with the objective
of transferring and vesting the same into its wholly
owned subsidiary, M/s RDB Real Estate Constructions
Limited ("Resulting Company").

Accordingly, the Board, at its Meeting held on 17^thDecember, 2022, approved a Scheme of Arrangement
under Sections 230 to 232 of the Act, with the

Appointed Date being 1^st October, 2022. The Scheme
provided for the transfer of the Realty Division of the
Company to the Resulting Company. The Scheme was
duly filed with the Hon''ble National Company Law
Tribunal (NCLT), Kolkata Bench, and was sanctioned
by the NCLT vide its Order dated 21^st May, 2024.
The certified copy of the NCLT Order was filed with
the Registrar of Companies, Kolkata by the Company
as well as the Resulting Company on 26^th July, 2024,
thereby making the Scheme effective from that date.

2. The Bombay Stock Exchange (BSE), vide its
communication dated 30^th September, 2024,
imposed a fine of Rs. 2,71,400 (Rupees Two Lakh
Seventy-One Thousand Four Hundred only) on your
Company for alleged non-submission of Consolidated
Financial Results for the quarter ended June 2024
under Regulation 33 of SEBI Listing Regulations.
Your Company submitted a clarification on 09^thOctober, 2024, stating that the said regulation was
not applicable for the relevant period and requested
for withdrawal of the fine. However, in order to
ensure smooth operations and avoid any disruption,
the fine amount was deposited on the same day.
Subsequently, BSE vide its communication dated
11^th November, 2024, confirmed the withdrawal of
fine, and upon the Company''s request, the deposited
amount was adjusted against the annual listing fee, as
confirmed by BSE on 26^th April, 2025.

3. Your Board of Directors, recognising significant
growth opportunities in the Power Sector, was of the
view that the said business could be conveniently
and advantageously integrated with the Company''s
existing operations. In line with the strategic objective
of expanding the Company''s scope of activities and
tapping into opportunities at both the domestic and
global levels in the Power Sector, the Board proposed
a change in the name of the Company from RDB
Realty & Infrastructure Limited to RDB Infrastructure
and Power Limited.

Pursuant to the necessary approvals, the name of the
Company was officially changed to RDB Infrastructure
and Power Limited, with effect from 4^th December,
2024, upon receipt of approval from the Registrar of
Companies. Subsequently, the name was updated in
the records of BSE Limited and the CSE Limited on 17^thMarch, 2025 and 21^st March, 2025, respectively.

4. The Calcutta Stock Exchange (CSE), vide its
communication dated 28th February, 2025 imposed
a fine of Rs. 3,540/- (Rupees Three Thousand Five
Hundred Forty) on your Company due to late
uploading of SEBI LODR Compliances i.e., Statement
of deviation(s) or variation(s) under Regulation

32 of SEBI Listing Regulations. However, the delay
was attributable to an unforeseen technical glitch.
Considering the circumstances, the CSE waived off
99% of the fine amount, thereby reducing the payable
sum to Rs. 35.40 (Rupee Thirty-Five and Forty Paise
only). The revised amount was duly remitted by your
Company.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the period under review, there is no application
made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
VALUATION DONE AT TIME OF ONE TIME SETTLEMENT
AND VALUATION DONE WHILE TAKING LOAN FROM
BANKS/ FI(S) ALONG WITH REASONS

During the period under review, your Company has not
made any one-time settlement for the loans taken from the
Banks or financial institutions.

STATEMENT BY THE COMPANY WITH RESPECT TO THE
COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961

Your Company declares that it has duly complied with
the provisions of the Maternity Benefit Act, 1961. It also
remains committed to fostering an inclusive and supportive
work environment that upholds the rights and welfare of
its women employees in accordance with applicable laws.

Your Company also confirms that it is fully aware of and
remains committed to complying with the provisions of the
Maternity Benefit Act, 1961. While there are lesser number

of women employees on its pay-rolls, it still has appropriate
systems and policies in place to ensure that all statutory
benefits under the Act, including paid maternity leave,
continuity of salary and service during the leave period,
nursing breaks, and flexible return-to-work arrangements
are extended to eligible women employees as and when
applicable.

MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING FINANCIAL POSITION OF THE COMPANY FROM
FINANCIAL YEAR END AND TILL THE DATE OF THIS REPORT

During the period following the end of the financial year
and up to the date of this Report, material changes have
occurred which impact the financial position of the
Company. Upon receipt of the balance 75% consideration
from the respective warrant holders, the Company allotted
a total of 2,53,00,000 (Two Crore Fifty-Three Lakh) equity
shares of face value Re. 1/- (Rupee One only) each on a
preferential basis to promoters and non-promoters. These
allotments were made in accordance with the provisions
of Chapter V of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and pursuant to the
shareholders'' approval dated 5^th November, 2024.

Specifically, 2,48,00,000 equity shares were allotted on
6^th June, 2025 and an additional 5,00,000 equity shares
were allotted on 25^th June, 2025. Applications for listing of
these shares were submitted to BSE Limited and Calcutta
Stock Exchange Limited on 20^th June, 2025, and 14^th July,
2025, respectively. As on the date of this Report, requisite
approvals and actions from the stock exchanges in respect
of the said listings are awaited.

Accordingly, the capital structure of the Company has changed as follows:

Type of Capital	Number of equity shares	Face Value (in Rs.)	Total Share Capital (in Rs.)
Authorised Share Capital	27,00,00,000	1	27,00,00,000
Issued, Subscribed and Paid-up Share Capital (pre-issue)	17,28,34,000	1	17,28,34,000
Issued, Subscribed and Paid-up Share Capital (post-issue)	19,81,34,000	1	19,81,34,000

DEPOSITS

During the period under review, your Company has not
accepted any deposits from the public falling under Section
73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 Accordingly, the provisions of
Chapter V of the Act relating to acceptance of deposits are
not applicable to your Company.

AUDITORS AND THEIR REPORTS
Statutory Auditor

At 17^th AGM held on 28^th September, 2023, the members
approved the re-appointment of M/s. LB Jha & Co.,
Chartered Accountants (Firm Registration No. 301088E),
as Statutory Auditors of the Company to hold office for a
period of five years from the conclusion of the 17^th AGM till

the conclusion of the 22^nd AGM to be held for the financial
year 2027-28.

In terms of Section 139 and 141 of the Act and relevant
rules made thereunder, M/s. LB Jha & Co., Chartered
Accountants, have confirmed that they are not disqualified
from continuing as Auditors of the Company. The Auditors
have also confirmed that they have subjected themselves
to the peer review process of Institute of Chartered
Accountants of India (ICAI) and hold a valid certificate issued
by the Peer Review Board of the ICAI.

The Auditor''s Report given by LB Jha & Co., Chartered
Accountants on the financial statements of the Company for
the year ended 31^st March, 2025 forms part of the Annual
Report. The Notes on the Financial Statements referred to
in the Auditor''s Report are self-explanatory and do not call
for any comments. The Auditor''s Report does not contain
any qualification, reservation or adverse remark. During
the year under review, the Auditors had not reported any
matter under Section 143(12) of the Act. Therefore, no
disclosure is required in terms of Section 134(3)(ca) of the
Act.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with
the Rule 9 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A
of the SEBI Listing Regulations, the Company appointed Ms.
Prachi Todi, Practicing Company Secretaries (Certificate of
Practice No. 22964) to conduct the secretarial audit of the
records and documents of the Company for the financial year
2024-25. The Secretarial Audit report issued by Secretarial
Auditor in Form MR-3 is attached as Annexure 4 to this
Report. The Secretarial Audit Report is self-explanatory and
does not call for any comments.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Internal Auditor

Pursuant to the provisions of Section 138(1) of the Act, your
Board of Directors had appointed M/s Garg Narender &
Co., Chartered Accountants, as the Internal Auditor of the
Company for the financial year 2024-25. Subsequently, the
firm tendered its resignation from the position of Internal
Auditor with effect from 12th February, 2025.

Following this, your Board appointed M/s GARV &
Associates, Chartered Accountants, as the Internal Auditor
of the Company for the remaining period from 1^st January,
2025 to 31^st March, 2025.

The Internal Auditor reports directly to the Audit
Committee, and the Internal Audit Reports are placed
before the Audit Committee at its meetings for review and

necessary guidance. The internal audit process serves as an
independent and objective evaluation of your Company''s
internal controls, risk management, and governance
processes.

Cost Auditor

The Company is taking the adequate measures to maintain
the cost records as per Section 148 of the Companies Act,
2013.

There have been no instances of fraud reported by the
Statutory Auditor, Secretarial Auditor or Internal Auditor,
to the Audit Committee under Section 143(12) of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review, your Company has complied
with the applicable Secretarial Standard-1 and 2 relating to
"Meeting of Board of Directors" and "General Meetings",
respectively, issued by The Institute of Company Secretaries
of India and notified by the Ministry of Corporate Affairs in
terms of Section 118(10) of the Act.

STATEMENT OF DEVIATION OR VARIATION

In terms of the provisions of SEBI Listing Regulations,
your Company hereby confirms that there has been no
deviation or variation in the use of proceeds raised through
preferential issue of Share Warrants from those stated in
the objects of the offer document and the explanatory
statement to the notice of the general meeting. Further,
there is no category-wise variation between the projected
utilization of funds and the actual utilization during the year
under review.

CEO AND CFO CERTIFICATION

Mr. Rajeev Kumar, Chairperson & Whole Time Director and
Mr. Amit Kumar Goyal, Managing Director & Chief Financial
Officer of the Company have jointly furnished an annual
certification on financial reporting and internal controls to
the Board in terms of Regulation 17(8) of the SEBI Listing
Regulations and is attached to the Corporate Governance
Report as Annexure 2B.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of the
SEBI Listing Regulations, read with Schedule V thereto, the
Management Discussion and Analysis Report for the period
under review is appended hereto and forms part of this
Report as Annexure 5.

INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, your Company does not
have any unclaimed or unpaid dividends or corresponding
shares which are required to be transferred to the Investor
Education and Protection Fund (IEPF) pursuant to the

provisions of Section 124 and 125 of the Act, read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016.
Accordingly, no such transfer was made to the IEPF during
the financial year.

DETAILS OF NODAL OFFICER

The Board of Directors of your Company had designated Mr.
Priyarup Mukherjee, Company Secretary and Compliance
Officer, as the Nodal Officer, and Mr. Anil Kumar Apat,
Chief Financial Officer, as the Deputy Nodal Officer for
communication with the Investor Education and Protection
Fund (IEPF) Authority. Following their resignation from the
Company, your Board, at its meeting held on 12^th February,
2025, appointed Mr. Amit Kumar Goyal, Managing Director
and Chief Financial Officer, as the new Nodal Officer.

PEOPLE AND CULTURE

Your Company recognises that its people are its greatest
asset. A culture of performance, continuous learning,
integrity, collaboration, and respect remains central to your
Company''s success. During the period under review, your
Company continued to invest in employee development
through various training, upskilling, and engagement
initiatives, aimed at nurturing talent and fostering a
productive and inclusive workplace. Your Board places
on record its sincere appreciation for the dedication,
commitment, and contribution of all employees across
levels, whose efforts have enabled the Company to achieve
sustained growth and operational excellence.

ENVIRONMENT AND SUSTAINABILITY

Your Company remains committed to conducting
its business in an environmentally responsible and
sustainable manner. Sustainability is embedded into the
Company''s operations, with continuous efforts directed
towards optimizing resource consumption, reducing
carbon footprint and promoting energy efficiency across

all functions. Initiatives undertaken during the year
included waste minimization, responsible sourcing, water
conservation, and awareness drives aimed at fostering an
environmentally conscious culture. Your Company actively
aligns with global sustainability goals and complies with
all applicable environmental regulations, reaffirming its
dedication to a greener and more sustainable future.

ACKNOWLEDGEMENT

Your Directors expresses their sincere gratitude to all
employees, customers, vendors, investors, and academic
partners for their unwavering support and trust in your
Company. Your Board also extends its thanks to the
Government of India, State Governments and various
regulatory authorities and departments for their continued
co-operation and assistance.

Your Directors place on record their deep appreciation
for the dedication, professionalism, and commitment
demonstrated by all members of the RDB family, whose
efforts have been instrumental in your Company''s progress.
Their unity, competence, and integrity continue to be the
foundation of the Company''s success. The Board looks
forward to their continued engagement and support in the
years ahead.

For RDB Infrastructure and Power Limited
(Formerly known as RDB Realty & Infrastructure Limited)

Sd/-

Rajeev Kumar

Place: Kolkata Chairperson & Whole Time Director

Date: 06^th August, 2025 DIN: 07003686

Mar 31, 2024

Your Directors have pleasure in presenting their Eighteenth Annual Report on the business and operations of your Company ("the Company") together with the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL SUMMARY

A summary of Financial Results of the Company for the year ended 31^st March, 2024 is given below:

(Rs. In Lakhs)
Particulars	2023-24	2022-23
Total Income	6,784.05	7,308.90
Less: Expenses	(6,407.99)	(6,943.66)
Profit before Interest and Depreciation	376.06	365.24
Less: a) Interest	(14.54)	(7.57)
b) Depreciation & Amortisation	(1.30)	(1.47)
Profit before taxation	360.22	356.20
Less: Provisions for current tax and deferred tax	91.06	79.72
Profit After Tax	269.16	276.48
Add: Other Comprehensive Income	(0.16)	0.00
Add: Share of Profit/(Loss) in Associates	-	-
Less: Minority Adjustment	-	-
Profit After Tax after minority adjustments	269	276.48
Add: Balance brought forward from last year	1745.22	1468.74
Balance available for appropriations	2014.22	1745.22
Less: Appropriations	-	-
a) Provision for proposed dividend on equity shares	-	-
b) Provision for dividend tax	-	-
c) Dividend distribution tax for earlier years	-	-
Balance carried to the Balance Sheet	2014.22	1745.22

Note: Pursuant to the sanction of Scheme of Arrangement for Demerger between the Company and M/s RDB Real Estate Constructions Limited, with appointed date being 01^st October, 2022 and which became effective from 26^th July, 2024, the aforesaid audited figures have been restated in accordance with the accounting treatment mentioned in the Scheme.

REVIEW OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS

During the year under review, the Company has executed and handed over possession of Residential/Commercial projects covering an area of around 1,65,035 square feet. Presently, the Company has thirteen on-going projects, of which there are six Government Projects, at various stages of planning and development. These include housing projects, integrated townships, shopping malls and commercial complexes.

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

The Company has posted a net profit of Rs. 269 Lakhs for the year ended 31^st March, 2024 against a net profit of Rs. 276.48 Lakhs in the previous year. Total Revenue stands at Rs. 6,784.05 Lakhs for the year ended 31^st March, 2024 and

Rs. 7,308.90 Lakhs for the year ended 31^st March, 2023. DIVIDEND & RESERVES

In order to conserve existing resources and to meet the investment needs of the Company, your Directors do not recommend any dividend for the Financial Year 2023-24.

The Company does not propose to transfer any amount to its Reserves. However, net profit after tax of Rs. 269 Lakhs is carried to the Balance Sheet.

SHARE CAPITAL

There is no change in the Share Capital of the Company during the year under review.

SCHEME OF ARRANGEMENT FOR DEMERGER OF THE REALTY BUSINESS UNDERTAKING

The Board, with a view to achieve optimum growth and development of its Realty & Infrastructure businesses and

to have separate concentrated focus on both its business activities had proposed to demerge its Realty Division by transfer and vesting of the same in its subsidiary M/s RDB Real Estate Constructions Limited ("Resulting Company").

Accordingly, the Board of Directors of the Company at their Meeting held on 17^th December, 2022 had approved the Scheme of Arrangement (with Appointed Date being 01^st October, 2022) between the Company and the Resulting Company for Demerger of the Realty Division of the Company by transfer and vesting of the same in the Resulting Company ("the Scheme"). The said Scheme, which was filed before the Hon''ble National Company Law Tribunal ("NCLT"), Kolkata Bench, was sanctioned and confirmed by the NCLT vide its Order dated 21^st May, 2024. The certified copy of the Order was filed by your Company and the Resulting Company with the Registrar of Companies, Kolkata on 26^th July, 2024 ("the Effective date").

Pursuant to the Scheme becoming effective and with effect from the aforesaid Appointed Date, all assets, liabilities & duties, and legal proceedings / suits / appeals of the Company, relating to the Realty Business Undertaking has been transferred to the Resulting Company. Furthermore, upon the Scheme becoming effective, fully paid-up equity shares (as per the entitlement ratio mentioned in the Scheme) shall be issued by the Resulting Company as consideration to the eligible shareholders of the Company.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company together with its Subsidiaries and Associate Company is involved in Construction Activities and is also providing rental services. As on March 31, 2024, the Company had Eight Subsidiary Companies, Five Limited Liability Partnership as a subsidiary, One Limited Liability Partnership as an Associate and One Associate Company.

The Company has entered into a Joint Venture Agreement with M/s. HYT Engineering Co. Private Limited and the name of the Joint Venture is "HYT-RDBRIL (JV)". However, during the year under review there was no profit or loss in the said joint venture.

However, it is to be noted that pursuant to the sanction of Scheme of Arrangement for Demerger between the Company and the Resulting Company by the NCLT on 21^st May, 2024, all assets, liabilities & duties, and legal proceedings / suits / appeals of the Company, relating to the Realty Business Undertaking has been transferred to the Resulting Company with effect from the Appointed Date, and upon the Scheme becoming effective. Therefore, with effect from the Appointed Date and upon the Scheme becoming effective, the Companies which were subsidiaries / associates of the Company, have now become subsidiaries / associates of the Resulting Company.

Furthermore, in relation to this, the Company at its Board Meeting held on 02^nd August, 2024 informed the relevant stock exchange(s) and as on the date of this report, the Company does not have any subsidiary or associates.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of section 134(3)(c) and section 134(5) of the Act, the Directors to the best of their knowledge hereby state and confirm that:

1. In the preparation of annual accounts, the prescribed accounting standards have been followed and there are no material departures from the same;

2. The accounting preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. The internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and are operating effectively; and

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

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board comprises of an optimum mix of both Executive and Non-Executive Directors including Independent Directors and a Woman Director. The Board''s composition and size is in compliance with the provisions of the Act and the Listing Regulations. The details of Directors of the Company and the remuneration drawn by them are given in the Annual Return which is available on the website of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors, as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

(a) APPOINTMENT/RE-APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In accordance with the Articles of Association of the Company and Section 152 of the Act, Mr. Rajeev Kumar (DIN: 07003686) shall retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment at the ensuing AGM.

A brief resume of the Director being reappointed as required under Regulation 36(3) of the Listing Regulations forms part of the Notice convening the ensuing AGM.

Appointment & Resignation of Directors

Appointment / Reappointment

During the year under review, Mr. Samprati Kamdar (DIN: 09615765) was appointed as an Additional Director (Non-Executive Independent) of the Company w.e.f. 08^thFebruary, 2024 to hold office for a period of five years w.e.f. 08^th February, 2024. Subsequently, the shareholders of the Company regularized the appointment of Mr. Samprati Kamdar (DIN: 09615765) from Additional Director (NonExecutive Independent) to Non-Executive Independent Director of the Company to hold office for a period of five years w.e.f. 08^th February, 2024, through Postal Ballot.

During the year under review, Mrs. Neera Chakravarty (DIN: 09096844) was reappointed as a Whole-time Director and Woman Director of the Company for a further period of two years w.e.f. 01^st May, 2023 through Postal Ballot.

During the year under review, the Shareholders of the Company at their Annual General Meeting held on 28^thSeptember, 2023 re-appointed Mr. Sharad Kumar Bachhawat (DIN: 05161130) as a Non-Executive Independent Director of the Company for a further period of five years with effect from 19^th January, 2024.

During the year under review, Mr. Rajeev Kumar (DIN: 07003686) was reappointed as a Whole-time Director and Chairman of the Company for a further period of two years w.e.f. 06^th April, 2024, through Postal Ballot.

Further pursuant to the provisions of Section 196, 197 and 198 and other applicable provisions, if any, of the Act, and the rules made thereunder, read with Schedule V of the Act and the Listing Regulations, and pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on 14^th August, 2024 i.e., after closure of financial year, recommended to the shareholders, the reappointment of Mrs. Neera Chakravarty as Whole-time Director and Woman Director of the Company for a further

period of 2 years with effect from 01^st May, 2025. (A brief resume of the Director being reappointed as required under Regulation 36(3) of the Listing Regulations forms part of the Notice convening the ensuing AGM). The Board considers that the continued association of Mrs. Neera Chakravarty would be of immense benefit to the Company and it is desirable to continue to avail her services as a Whole-time Director and Woman Director.

Change in Designation

After closure of the financial year, the Board of Directors at their Meeting held on 02^nd August, 2024 changed the designation of Mr. Pradeep Kumar Pugalia (DIN: 00501351) from Whole-time Director to Non-Executive NonIndependent Director of the Company.

Cessation due to Completion of Tenure

During the year under review, Mr. Ravi Prakash Pincha (DIN: 00094695) ceased to be Non-Executive Independent Director of the Company with effect from the closure of working hours on 31^st March, 2024 owing to completion of his tenure of two consecutive terms of five years each. The Board of Directors placed on record their appreciation for the guidance and leadership provided by Mr. Ravi Prakash Pincha as a member of the Board and Independent Director of the Company.

Appointment & Resignation of Whole time Key Managerial Personnel (KMP):

During the year under review, there were changes in the Whole-time Key Managerial Personnel (KMP) of the Company. The present KMPs of the Company are as follows:

Sl. No.	Name	Designation
1.	Mr. Rajeev Kumar	Chairman & Whole-time Director
2.	Mr. Pradeep Kumar Pugalia¹	Whole-time Director
3.	Mr. Anil Kumar Apat	Chief Financial Officer
4.	Mrs. Neera Chakravarty	Whole-time Director and Woman Director
5.	Mr. Ritesh Kumar Jha²	Company Secretary & Compliance Officer
6.	Mr. Priyarup Mukherjee³	Company Secretary & Compliance Officer

¹ Designation of Mr. Pradeep Kumar Pugalia was changed to NonExecutive Non-Independent Director w.e.f. 02^nd August, 2024.

² Mr. Ritesh Kumar Jha ceased to act as the Company Secretary & Compliance Officer of the Company w.e.f. 24^th July, 2023.

³ Mr. Priyarup Mukherjee was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 14^th September, 2023.

(b) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (7) OF SECTION 149 OF THE ACT AND REGULATION 16 OF THE LISTING REGULATIONS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act, read with the Rules made there under and Regulation 16 of the Listing Regulations. The Independent Directors of the Company have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

In compliance with Regulation 25(7) of the Listing Regulations, the Independent Directors are familiarized with the Company, their roles, rights, responsibilities therein, nature of the industry in which the Company operates, business model of the Company, etc. The familiarization programme imparted to the Independent Directors during the year with details required as per Regulation 46 of the Listing Regulations is available on the Company''s website at the link:

https://www.rdbindia.com/codes-and-policies/

(d) MEETING OF THE BOARD OF DIRECTORS

The Board met Twenty times during the year under review on 12th April, 2023; 24th April, 2023; 29th April, 2023; 30th May, 2023; 22nd June, 2023; 11th August, 2023; 9th September, 2023; 14th September, 2023; 9th October, 2023; 10th October, 2023; 25th October, 2023; 9th November, 2023; 4th December, 2023; 30th December, 2023; 25th January, 2024; 8th February, 2024; 12th February, 2024; 1st March, 2024; 15th March, 2024 and 30th March, 2024 in compliance with the provisions of the Act and the Listing Regulations. The intervening gap between the Meetings is well within the period prescribed under the Act and the detailed information thereof are given in the Corporate Governance Report, which forms part of this Annual Report.

(e) APPOINTMENT AND REMUNERATION POLICY OF THE COMPANY

enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee. The Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his / her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings. The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act is available on the Company''s website at the link: https://www.rdbindia.com/wp-content/ uploads/2022/09/nomination-remuneration-policy. pdf

(f) FORMAL ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration Committee and the Board has made the annual evaluation of the performance of the Board, its Committees and of individual directors. The evaluation was done on the basis of structured feedback forms which included parameters such as level of engagement and contribution, independence of judgments, maintenance of integrity, confidentiality, etc.

Further, in the separate meeting of Independent Directors which was held on 08^th February, 2024 during the year, the performance of Non-Independent Directors, performance of the Board as a whole and the performance of the Chairperson was evaluated, and the quality, quantity, and timeliness of flow of information between the Company''s Management and the Board was assessed.

The Directors expressed their satisfaction with the overall evaluation process.

COMMITTEES

Audit Committee

The composition and terms of reference of the Audit Committee is in accordance with the provisions of the Act and the Listing Regulations. Further, the same along with the details of the Committee Meetings has been furnished in the Corporate Governance Report which forms part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee is in accordance with the

provisions of the Act and the Listing Regulations. Further, the same along with the details of the Committee Meetings has been furnished in the Corporate Governance Report which forms part of this Annual Report.

Stakeholders Relationship Committee

The composition and terms of reference of the Stakeholders Relationship Committee is in accordance with the provisions of the Act and the Listing Regulations. Further, the same along with the details of the Committee Meetings has been furnished in the Corporate Governance Report which forms part of this Annual Report.

Corporate Social Responsibility Committee

The composition and terms of reference of the Corporate Social Responsibility Committee is in accordance with the provisions of the Act. Further, the same along with the details of the Committee Meetings has been furnished in the Corporate Governance Report which forms part of this Annual Report.

Committee of Directors

In order to ensure operating convenience, the Board of Directors of the Company, at its Meeting held on 27^th July, 2018 had formed a Committee of Directors pursuant to the provisions of Section 179 of the Act. The composition, terms of reference and details of the Meetings of Committee of Directors has been furnished in the Corporate Governance Report which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing Shareholders'' value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and continuous risk assessment and mitigation measures. The Audit Committee oversees the risk management and mitigation which is reviewed by the Board periodically at its meetings. During the year under review, no major risks were noticed, which may threaten the existence of the Company.

CORPORATE GOVERNANCE

In compliance with the provisions of Regulation 34 of the Listing Regulations, read with Schedule V of the said Regulations, the Report on Corporate Governance together with the Auditors'' Certificate thereon is annexed to this Report as Annexure - 1.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at the link: https://www.rdbindia.com/wp-content/ uploads/2022/09/Policy-on-corporate-social-responsibility-21-new.pdf

POLICY ON PREVENTION OF INSIDER TRADING

The Company has adopted a "Code of Practice & Procedure for Fair Disclosure" as envisaged under SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in equity shares of the Company by the Directors and Designated Employees of the Company. The said Code is available on the website of the Company at the link:

https://www.rdbindia.com/wp-content/uploads/2022/09/

Code-of-practices-and-procedures-for-Fair-disclosure-of-

unpublished-price.pdf

VIGIL MECHANISM

Pursuant to the provisions of the Act and the Listing Regulations, the Company has formulated a Vigilance Mechanism/Whistle Blower Policy to provide a mechanism for Directors and Employees of the Company to report genuine concerns. The Whistle Blower may approach the Vigilance Officer and the Vigilance Officer shall place the report/status of complaints received and resolved, if any, to the members of Audit Committee. Further, the aggrieved person can have direct access to the Chairman of Audit Committee. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use such mechanism and is also available on the Company''s website at the link: https://www.rdbindia.com/ wp-content/uploads/2022/09/vigilance_mechanism_or_ whistle_blower_policy.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women

at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The Internal Complaints Committee, which has been constituted as per the aforesaid policy, reports to the Audit Committee of the Board of Directors of the Company on the complaints received and action taken by it during the financial year. It may be noted that, during the year, no complaint was lodged with the Internal Complaints Committee.

The following are the summary of the complaints received and disposed of during FY 2023-2024:

Complaints received	Complaints disposed	Balance Pending
0	0	0

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE/SECURITY GIVEN IN CONNECTION WITH LOANS UNDER SECTION 186 OF THE ACT

During the financial year 2023-24, the loans given, guarantee/security provided in connection with loans taken by the Company have been exempted from the applicability of Section 186 of the Act since the Company is engaged in providing infrastructural facilities. However, the investments/acquisitions made by the Company by way of subscription, purchase or otherwise in the securities of any other Body Corporate, which falls within the ambit of Section 186 of the Act were applicable to the Company, and are detailed in the Financial Statements which forms part of this Annual Report. Further for future reference, it may be noted that the investments/acquisitions made by the Company providing infrastructural facilities has also been exempted from the applicability of Section 186 of the Act, vide MCA notification dated 7th May, 2018.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year 2023-24 with related parties were in the ordinary course of business and at arm''s length basis and in compliance with the applicable provisions of the Act and the Listing Regulations. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions. Accordingly, the disclosure required under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

Further, there are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large.

The details of related party transactions are disclosed and set out in notes to the Financial Statements forming part of this Annual Report. The Company''s Policy on related party transactions as approved by the Board may be accessed on its website at the link: https://www.rdbindia.com/ wp-content/uploads/2022/09/Policy-on-Related-Party-Transactions.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

As stated earlier, the NCLT had pronounced its final order on 21^st May, 2024, sanctioning and confirming the Scheme of Arrangement for Demerger between the Company and the Resulting Company. Apart from this, there were no other significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, the Company has not made or received any application under the IBC.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE TIME SETTLEMET AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/ FI(S) ALONG WITH REASONS

During the year under review, there were no instances of One-Time Settlement of loans availed with any Banks / Financial Institutions.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with the rules made there under, are annexed to this report as Annexure - 3, which also includes the statement showing names of top ten employees in terms of remuneration drawn under Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Board of Directors of the Company at their Meeting held on 14^th August, 2024 had recommended to the shareholders, the ratification and waiver for recovery of excess remuneration paid/payable to Mr. Pradeep Kumar Pugalia, Mr. Rajeev Kumar and Mrs. Neera Chakravarty, the Executive Directors of the Company in accordance with the provisions of Section 197, 198 of the Companies Act, 2013 read with Schedule V and the rules made thereunder.

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under the Act, read with the rules framed there under and the schedules appended thereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 sub-section (3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 are annexed to this report as Annexure - 4.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Your Company does not have any unclaimed dividend or shares which is due to be transferred to the Investor Education and Protection Fund.

DETAILS OF NODAL OFFICER

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board of Directors of the Company had appointed Mr. Priyarup Mukherjee, Company Secretary & Compliance Officer of the Company to act as the Nodal Officer and Mr. Anil Kumar Apat, Chief Financial Officer of the Company to act as the Deputy Nodal Officer for the purpose of communication with the IEPF Authority.

AUDIT AND AUDITORS

Statutory Audit

During the year under review, the Audit Committee had recommended to the Board, the re-appointment of M/s. L.B. Jha & Co., Chartered Accountants as the Statutory Auditors of the Company for a further period of 5 (five) years. Thereafter, the Board at its Meeting held on 11^thAugust, 2023 had recommended to the shareholders, the reappointment of M/s. L.B. Jha & Co., Chartered

Accountants as the Statutory Auditors of the Company for a further period of 5(five) years. Henceforth, the shareholders of the Company at their AGM held on 28^th September, 2023 reappointed M/s. L.B. Jha & Co., Chartered Accountants as the Statutory Auditors of the Company for a further period of 5 (five) years, to hold office till the AGM to be held in the year 2028.

Statutory Auditors

M/s. LB Jha & Co., Chartered Accountants (Firm Registration No. 301088E), the Statutory Auditor of the Company have conducted the Statutory Audit for the financial year 202324. The Independent Auditors Report for the financial year ended 31^st March, 2024 forms part of this Annual Report.

The Company is pleased to inform that there is no qualification/reservation/adverse remark made by the Statutory Auditors in their audit report.

Secretarial Auditors

The Board of Directors have appointed Ms. Prachi Todi, a Practicing Company Secretary to carry out the Secretarial Audit under the provisions of Section 204 of the Act read with Regulation 24A of the Listing Regulations. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their Audit. The secretarial audit report is enclosed as Annexure - 5 to this report.

Explanation to the Remarks/Comments/ Observation raised in the Secretarial Audit Report

The Secretarial Audit Report contains the following comments/observations:

Comment/ Observation:	Board''s Reply:
a. As per SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated 17th May, 2023, every listed company shall issue securities in dematerialized form only, in case of Investor Service Requests. For this purpose, a Suspense Escrow Demat Account was required to be obtained for the purpose of issuance of Securities in dematerialized form in case of investor service requests.	The Board has initiated steps to comply with the recommendations and noting made by the Secretarial Auditor in her report.
b. As per SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated 25th May, 2022, every listed company shall take special contingency insurance policy from the insurance company towards the risk arising out of the requirements relating to issuance of duplicate securities in order to safeguard and protect the interest of the listed company.	The Board discussed the same and initiated steps to take such policy in the due course.
c. As per SEBI Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated 31st July, 2023, the Company was required to register on the Online Dispute Resolution Portal (ODR Portal) by 15th August, 2023.	The Board has stated that due to technical difficulties, the Company could not register on the said portal within the stipulated time period. Further, necessary steps have been initiated to comply with the recommendations and noting made by the Secretarial Auditor in her report.

d. As per Form MGT-14 filed with the Registrar of Companies, Kolkata, for	The Board stated that the same
approval of Financial Statements for the year 2022-23, the signatories who	happened due to oversight and
were authorised to sign the Financial Statements of the Company, is different	inadvertent typographical error.
from the signatories shown in the Financial Statements annexed to the Annual	The same was noted for future
Report of 2022-23.	disclosures.

Further, the Company has filed the Annual Secretarial Compliance Report for the year ended 31^st March, 2024 issued by the secretarial auditor with the BSE Limited and CSE Limited, on 29^th May, 2024.

Further, pursuant to the provisions of Regulation 24A of the Listing Regulations, M/s Raj Construction Projects Pvt Ltd is a Material Subsidiary of the Company in terms of Regulation 16(1)(c) of the Listing Regulations. The Secretarial Audit Report submitted by the Secretarial Auditor of Raj Construction Projects Pvt Ltd has been given in Annexure - 6 which is annexed hereto and forms part of Directors'' Report. However, as stated earlier, pursuant to the Scheme of Arrangement for Demerger between the Company and the Resulting Company becoming effective on 26^th July, 2024, the Companies which were subsidiaries / associates of the Company, have now become subsidiaries / associates of the Resulting Company with effect from the Appointed Date. Furthermore, in relation to this, the Company at its Board Meeting held on 02^nd August, 2024 informed the relevant stock exchange(s) regarding the same and as on the date of this report, the Company does not have any subsidiary or associates.

Internal Auditors

Pursuant to Section 138(1) of the Act, M/s Garg Narender & Co., Chartered Accountants had been appointed as the Internal Auditor of the Company for the financial year 2023-24 to conduct the Internal Audit of the Company. The Internal Auditor reports to the Audit Committee of the Board and the report of Internal Audit is also placed at the Meetings of the Audit Committee for review.

No frauds were reported by auditors under sub-section (12) of Section 143 of the Act.

CEO AND CFO CERTIFICATION

The CEO/CFO certificate on the financial statements of the Company as required under Regulation 17(8) of the Listing Regulations is annexed to the Corporate Governance Report as Annexure -B.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Schedule V of the Listing Regulations is presented in a separate section and is annexed to this report as Annexure - 7.

STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL STANDARDS

The Directors of the Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

HUMAN RESOURCES

The Company believes in adopting the best human resource practices by providing its employees a congenial and harmonious working environment with all the necessary infrastructures and by giving them equal opportunities to rise and grow. The Company continues to implement the best human resource policies to ensure talent retention at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year under review.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

The Company is committed to protect the health and safety of everyone involved in its operation and the sustainability of the environment in which it operates. The Company''s policy requires the conduct of operations in such a manner so as to ensure safety of all concerned environmental regulations and prevention of misuse of natural resources. The Company has been complying with relevant and applicable environmental laws and has been taking all necessary measures to protect the environment and maximize workers protection and safety.

ANNUAL RETURN

In accordance with Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https://www.rdbindia.com/unclaimed-dividend/ regulation-30/.

OTHER DISCLOSURES

Change in Nature of Business, if any

There has been no change in the nature of business of the Company during the financial year ended 31^st March, 2024. However, as stated earlier, pursuant to the Scheme of Arrangement for Demerger becoming effective from 26^thJuly, 2024, the Realty Business of the Company has been demerged and transferred to the Resulting Company with

effect from the Appointed Date.

Material Changes and Commitments after the Balance Sheet date between the end of the Financial Year 2023-24 and the date of this Report

There were no Material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31^st March, 2024 and date of this Report i.e., 14^th August, 2024. However, as stated earlier, pursuant to the Scheme of Arrangement for Demerger becoming effective from 26^th July, 2024, the Realty Business of the Company has been demerged and transferred to the Resulting Company with effect from the Appointed Date.

Public Deposits

During the year under review, the Company has not accepted Deposits falling within the meaning of Section 73 of Chapter V of the Act and the Companies (Acceptance of

Deposits) Rules, 2014.

Cost Audit

Cost Audit is not applicable to the Company as per the provisions of Section 148 of the Act.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted cooperation, commitment and contribution made by all the employees and look forward to their continued support.

Mar 31, 2023

The Directors have pleasure in presenting their Seventeenth Annual Report on the business and operations of your Company ("the Company") together with the Audited Financial Statements for the year ended 31^st March, 2023.

FINANCIAL SUMMARY

A summary of Standalone and Consolidated Financial Results of the Company for the year ended 31^st March, 2023 is given below:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Total Income	11,261.81	4885.69	14,195.15	7237.56
Less: Expenses	(9575.69)	(4453.21)	(10926.42)	(6322.11)
Profit before Interest and Depreciation	1686.12	432.48	3268.73	915.45
Less: a) Interest	(1139.01)	(105.49)	(1226.19)	(166.43)
b) Depreciation & Amortisation	(6.74)	(6.38)	(14.05)	(14.05)
Profit before taxation	540.37	320.61	2028.48	734.97
Less: Provisions for current tax and deferred tax	113.67	(119.43)	336.51	(220.34)
Profit After Tax	426.70	201.18	1691.97	514.63
Add: Other Comprehensive Income	20.19	27.69	20.19	27.69
Add: Share of Profit/(Loss) in Associates	-	-	(4.14)	(4.31)
Less: Minority Adjustment	-	-	-	-
Profit After Tax after minority adjustments	446.89	228.87	1708.01	538.02
Add: Balance brought forward from last year	3709.74	3480.87	7369.67	6831.65
Balance available for appropriations	4156.63	3709.74	9077.70	7369.67
Less: Appropriations	-	-	-	-
a) Provision for proposed dividend on equity shares	-	-	-	-
b) Provision for dividend tax	-	-	-	-
c) Dividend distribution tax for earlier years	-	-	-	-
Balance carried to the Balance Sheet	4156.63	3709.74	9077.70	7369.67

REVIEW OF OPERATION AND STATE OF COMPANY''S AFFAIRS

During the year under review, the Company has executed and handed over possession of Residential/Commercial projects covering an area of around 2,30,788 square feet. Presently, the Company has fourteen on-going projects, of which there are seven Government Projects, at various stages of planning and development. These include housing projects, integrated townships, shopping malls and commercial complexes.

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

The Company has posted a net profit of Rs 446.89 for the year ended 31^st March, 2023 against a net profit of Rs 228.87 Lakhs in the previous year. Total Revenue stands at Rs. 11,261.81 Lakhs for the year ended 31^st March, 2023 and

Rs. 4885.69 Lakhs for the year ended 31^st March, 2022.

The consolidated net profit of the Company is Rs. 1,708.01 for the year ended 31^st March, 2023 against a net profit of Rs. 538.02 Lakhs in the previous year. Consolidated Revenue stands at Rs. 14,195.15 Lakhs for the year ended 31^st March, 2023 and Rs. 7,237.56 Lakhs for the year ended 31^st March, 2022.

DIVIDEND & RESERVES

In order to conserve existing resources and to meet the investment needs of the Company, your Directors do not recommend any dividend for the Financial Year 2022-23.

The Company does not propose to transfer any amount to its Reserves.

SHARE CAPITAL

There is no change in the Share Capital of the Company

during the year.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company together with its Subsidiaries and Associate Company is involved in Construction Activities and is also providing rental services. As on March 31, 2023, the Company has Seven Subsidiary Companies, Two Limited Liability Partnership as a subsidiary, One Limited Liability Partnership as a associates and Two Associate Company. The details of the Subsidiaries and the Associates Company forms part of the Annual return which is available on the website of the Company.

Pursuant to Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations"), the Company has formulated a Policy on Material Subsidiary and the same is available on its website at the link: https://www.rdbindia.com/wp-content/ uploads/2022/09/policy_on_material_subsidiary_2015.pdf

The Company has entered into a Joint Venture Agreement with M/s. HYT Engineering Co. Private Limited and the name of the Joint Venture is "HYT-RDBRIL (JV)". However the same has not been consolidated since the investment in JV has been held exclusively for its subsequent disposal in the near future.

In accordance with Section 129(3) of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with the rules framed thereunder, the Listing Regulations and the Indian Accounting Standards, the Company has prepared Consolidated Financial Statements, in addition to the Standalone Financial Statements, which includes financial information of all its Subsidiaries and Associate Company.

The statement in Form AOC-1 containing the salient features of the performance and financial position of each of the Subsidiary & Associate Company is annexed to the financial statements of the Company which forms part of this Annual Report. Further, as per Section 136 of the Act and other applicable provisions of the Listing Regulations, the audited financial statements including the consolidated financial statements of the Company and the annual audited financial statements of each of its subsidiaries are available at our website at www.rdbindia.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of section 134(3)(c) and section 134(5) of the Act, the Directors to the best of their knowledge hereby state and confirm that:

1. In the preparation of annual accounts, the prescribed accounting standards have been followed and there are no material departures from the same;

2. The accounting preparation of the annual accounts

for the year ended 31^st March, 2023, the applicable accounting standards policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

4. The annual accounts have been prepared on a going concern basis;

5. The internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and are operating effectively; and

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

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) APPOINTMENT/RE-APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In accordance with the Articles of Association of the Company and Section 152 of the Act, Mr. Pradeep Kumar Pugalia (DIN:00501351) shall retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment at the ensuing AGM.

A brief resume of the Director being reappointed as required under Regulation 36(3) of the Listing Regulations forms part of the Notice convening the ensuing AGM.

Appointment & Resignation of Directors Appointment/Reappointment

Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions, if any, of the Act, and the rules made thereunder, read with Schedule IV of the Act and the Listing Regulations, and pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at its Meeting held on 11^th August,

2023 recommended to the shareholders, the reappointment of Mr. Sharad Kumar Bachhawat as a Non-Executive Independent Director of the Company for a further term of five (5) consecutive years with effect from 19th January,

2024 till 18th January, 2029 (A brief resume of the Director being reappointed as required under Regulation 36(3) of the Listing Regulations forms part of the Notice convening the ensuing AGM). The Board considers that the continued association of Mr. Sharad Kumar Bachhawat would be of immense benefit to the Company and it is desirable to continue to avail his services as an Independent Director.

Pursuant to the provisions of Section 196, 197, 198 and other applicable provisions, if any, of the Act, and the rules made thereunder, read with Schedule V of the Act and the Listing Regulations, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, the shareholders of the Company reappointed Mrs. Neera Chakravarty as a Whole-time Director of the Company for a period of two years w.e.f. 01^st May, 2023, through Postal Ballot.

During the year under review, Mr. Rajeev Kumar (DIN: 07003686) was appointed as an Additional Director (Wholetime Director and Chairman) of the Company w.e.f. 06th April, 2022. Subsequently, the shareholders of the Company regularized the appointment of Mr. Rajeev Kumar (DIN: 07003686) as a Whole-time Director and Chairman of the Company to hold office for a period of two years w.e.f. 06th April, 2022 through Postal Ballot.

During the year under review, Mr. Ashok Kumar Jain (DIN: 09560734) and Mr. Abhay Doshi (DIN: 06428170) were appointed as Additional Directors (Non-Executive Independent Directors) of the Company w.e.f. 06^th April, 2022. Subsequently, the shareholders of the Company regularized the appointment of Mr. Ashok Kumar Jain (DIN: 09560734) and Mr. Abhay Doshi (DIN: 06428170) as NonExecutive Independent Directors of the Company to hold office for a period of five years w.e.f. 06th April, 2022 to 05th April, 2027, through Postal Ballot.

During the year under review, Mr. Pradeep Kumar Pugalia (DIN: 00501351) was re-appointed as a Whole-time Director of the Company for a further period of three years w.e.f. 01st July, 2022 to hold office till 30th June, 2025.

Resignation

During the year under review, Mr. Aditya Ravinder Kumar Mehra (DIN: 00984678) resigned from the post of NonExecutive Independent Director of the Company with effect from the close of business hours on 06^th April, 2022.

Further, Mr. Sarthak Garg (DIN: 08284837) also resigned from the post of Non-Executive Director of the Company with effect from the close of business hours on 13^th April, 2022.

Appointment & Resignation of Whole time Key Managerial Personnel (KMP):

During the year under review, there were changes in the Whole-time Key Managerial Personnel (KMP) of the Company. The present KMPs of the Company are as follows:

Sl. No.	Name	Designation
1.	Mr. Rajeev Kumar	Chairman & Whole-time Director
2.	Mr. Pradeep Kumar Pugalia	Whole-time Director
3.	Mr. Anil Kumar Apat	Chief Financial Officer
4.	Mrs. Neera Chakravarty	Whole-time Director and Woman Director

*Mr. Ritesh Kumar Jha ceased to act as the Company Secretary & Compliance Officer of the Company w.e.f. 24^th July, 2023. However, the Company is in the process of appointing a new Company Secretary & Compliance Officer in due course.

(b) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (7) OF SECTION 149 OF THE ACT AND REGULATION 16 OF THE LISTING REGULATIONS

imparted to the Independent Directors during the year with details required as per Regulation 46 of the Listing Regulations is available on the Company''s website at the link:

https://www.rdbindia.com/codes-and-policies/

(d) MEETING OF THE BOARD OF DIRECTORS

The Board met Thirteen times during the year under review on 6^th April, 2022; 30^th May, 2022; 22^nd July, 2022; 10th August, 2022; 21^st October, 2022; 10th November, 2022; 17th December, 2022; 16th January, 2023; 1^st February, 2023; 13^th February, 2023; 27^thFebruary, 2023; 06^th March, 2023 and 23^rd March, 2023 in compliance with the provisions of the Act and the Listing Regulations. The intervening gap between the Meetings is well within the period prescribed under the Act and the detailed information thereof are given in the Corporate Governance Report, which forms part of this Annual Report.

(e) APPOINTMENT AND REMUNERATION POLICY OF THE COMPANY

The Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of the Company. The Policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee. The Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his / her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings. The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act is available on the Company''s website at the link: https://www.rdbindia.com/wp-content/ uploads/2022/09/nomination-remuneration-policy. pdf

(f) FORMAL ANNUAL PERFORMANCE EVALUATION

engagement and contribution, independence of judgments, maintenance of integrity, confidentiality, etc.

Further, in the separate meeting of Independent Directors which was held on 13^th February, 2023 during the year, the performance of Non-Independent Directors, performance of the Board as a whole and the performance of the Chairperson was evaluated, and the quality, quantity, and timeliness of flow of information between the Company''s Management and the Board was assessed.

The Directors expressed their satisfaction with the overall evaluation process.

COMMITTEES Audit Committee

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee is in accordance with the provisions of the Act and the Listing Regulations. Further, the same along with the details of the Committee Meetings has been furnished in the Corporate Governance Report which forms part of this Annual Report.

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Committee of Directors

In order to ensure operating convenience, the Board of Directors of the Company, at its Meeting held on 27^th July, 2018 has formed a Committee of Directors pursuant to the

provisions of Section 179 of the Act. The composition, terms of reference and details of the Meetings of Committee of Directors has been furnished in the Corporate Governance Report which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

CORPORATE GOVERNANCE

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, your Company does not fall within the preview of section 135 of the Act. However, the Company has made a policy of CSR and same is available on the Website of the Company at the link:

https://www.rdbindia.com/wp-content/uploads/2022/09/

Policy_on_corporate_social_responsibility_21.pdf

POLICY ON PREVENTION OF INSIDER TRADING

https://www.rdbindia.com/wp-content/uploads/2022/09/

Code-of-practices-and-procedures-for-Fair-disclosure-of-unpublished-price.pdf

VIGIL MECHANISM

Pursuant to the provisions of the Act and the Listing Regulations, the Company has formulated a Vigilance Mechanism/Whistle Blower Policy to provide a mechanism for Directors and Employees of the Company to report genuine concerns. The Whistle Blower''s may approach the Vigilance Officer and the Vigilance Officer shall place the report/status of complaints received and resolved, if any, to the members of Audit Committee. Further, the aggrieved person can have direct access to the Chairman of Audit Committee. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use such mechanism and is also available on the Company''s website at the link: https://www.rdbindia. com/wp-content/uploads/2022/09/vigilance_mechanism_ or_whistle_blower_policy.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The Internal Complaints Committee, which has been constituted as per the aforesaid policy, reports to the Audit Committee of the Board of Directors of the Company on the complaints received and action taken by it during the financial year. It may be noted that, during the year, no complaint was lodged with the Internal Complaints Committee.

The following are the summary of the complaints received and disposed of during FY 2022-2023:

Complaints received	Complaints disposed	Balance Pending
0	0	0

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE/SECURITY GIVEN IN CONNECTION WITH LOANS UNDER SECTION 186 OF THE ACT

During the financial year 2022-23, the loans given, guarantee/security provided in connection with loans taken by the Company have been exempted from the applicability of Section 186 of the Act since the Company is engaged in providing infrastructural facilities. However, the investments/acquisitions made by the Company by way of subscription, purchase or otherwise in the securities of any other Body Corporate, which falls within the ambit of Section 186 of the Act were applicable to the Company,

and are detailed in Note No 3 of the Financial Statements which forms part of this Annual Report. Further for future reference, it may be noted that the investments/acquisitions made by the Company providing infrastructural facilities has also been exempted from the applicability of Section 186 of the Act, vide MCA notification dated 7th May, 2018.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year 2022-23 with related parties were in the ordinary course of business and at arm''s length basis and in compliance with the applicable provisions of the Act and the Listing Regulations. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions. Accordingly, the disclosure required under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

The details of related party transactions are disclosed and set out in notes to the Standalone Financial Statements forming part of this Annual Report. The Company''s Policy on related party transactions as approved by the Board may be accessed on its website at the link: https://www.rdbindia. com/wp-content/uploads/2022/09/Policy-on-Related-Party-Transactions.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with the rules made there under, are annexed to this report as Annexure - 2, which also includes the statement showing names of top ten employees in terms of remuneration drawn under Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under the Act,

read with the rules framed there under and the schedules appended thereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Your Company does not have any of the unclaimed dividend or shares which is due to be transferred to the Investor Education and Protection Fund.

DETAILS OF NODAL OFFICER

Pursuant to the resignation of Mr. Ritesh Kumar Jha from the post of Company Secretary & Compliance Officer of the Company on 24^th July, 2023, the post of Nodal Officer of the Company stands vacated. However, the Company is in the process of appointing a Company Secretary & Compliance Officer in due course and thereafter, the said person shall be designated as the Nodal Officer of the Company. In the meanwhile, the Company has appointed Mr. Anil Kumar Apat, Chief Financial Officer of the Company as the Deputy Nodal Officer in accordance with the provisions of the Act and the Listing Regulations, for the purpose of communication with the IEPF Authority.

AUDIT AND AUDITORSStatutory Auditors

M/s. L.B. Jha & Co., Chartered Accountants (Firm Registration No. 301088E) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 17th (Seventeenth) AGM. The Audit Committee has recommended the Board to re-appoint M/s. L.B. Jha & Co., Chartered Accountants as the Statutory Auditors of the Company for a further period of 5 (five) years. Thereafter, the Board at its Meeting held on 11th August, 2023 have recommended to the shareholders, the reappointment of M/s. L.B. Jha & Co., Chartered Accountants as the Statutory Auditors of the Company for a further period of 5(five) years.

Statutory Audit

M/s. L B Jha & Co., Chartered Accountants (Firm Registration No. 301088E), the Statutory Auditor of the Company have conducted the Statutory Audit for the financial year 202223. The Independent Auditors Report for the financial year ended 31^st March, 2023 forms part of this Annual Report.

The Company is pleased to inform that there is no qualification/reservation/adverse remark made by the

Statutory Auditors in their audit report.

Secretarial Auditors

The Board of Directors have appointed Ms. Prachi Todi, a Practicing Company Secretary to carry out the Secretarial Audit under the provisions of Section 204 of the Act read with Regulation 24A of the Listing Regulations. The report from the secretarial auditor in Form MR-3 for the financial year 2022-23 does not contain any qualification, reservation or adverse remarks. The secretarial audit report is enclosed as Annexure - 4 to this report. During the year under review, the Secretarial Auditor did not report any matter under Section 143(12) of the Act necessitating disclosure in the Board''s Report.

Further, the Company has filed the Annual Secretarial Compliance Report for the year ended 31^st March, 2023 issued by the secretarial auditor with BSE Limited on 29^thMay, 2023.

Further, pursuant to the provisions of Regulation 24A of the Listing Regulations, Raj Construction Projects Pvt Ltd is a Material Subsidiary of the Company in terms of Regulation 16(1)(c) of the Listing Regulations. The Secretarial Audit Report submitted by the Secretarial Auditor of Raj Construction Projects Pvt Ltd has been given in Annexure - 5 which is annexed hereto and forms part of Directors'' Report.

Internal Auditors

Pursuant to Section 138(1) of the Act, M/s Garg Narender & Co., Chartered Accountants had been appointed as the Internal Auditor of the Company for the financial year 2022-23 to conduct the Internal Audit of the Company. The Internal Auditor reports to the Audit Committee of the Board and the report of Internal Audit is also placed at the Meetings of the Audit Committee for review.

No frauds were reported by auditors under sub-section (12) of Section 143 of the Act.

CEO AND CFO CERTIFICATION

The CEO/CFO certificate on the financial statements of the Company as required under Regulation 17(8) of the Listing Regulations is annexed to the Corporate Governance Report which is annexed to this Report as Annexure -1.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) read with Schedule V of the Listing Regulations is presented in a separate section and is annexed to this report as Annexure - 6.

STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL STANDARDS

The Directors of the Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

HUMAN RESOURCES

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Annual Return

In accordance with Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https://www.rdbindia.com/unclaimed-dividend/

regulation-30/.

OTHER DISCLOSURES

Change in Nature of Business, if any

There has been no change in the nature of business of the Company during the financial year ended 31st March, 2023. Material Changes and Commitments after the Balance Sheet date between the end of the Financial Year 2022-23 and the date of this Report

There were no Material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31^st March, 2023 and date of this Report i.e., 11^th August, 2023.

Public Deposits

During the year under review, the Company has not

accepted Deposits falling within the meaning of Section 73 of Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Cost Audit

Cost Audit is not applicable to the Company as per the provisions of Section 148 of the Act.

Others

i. During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

ii. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5) (xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

ACKNOWLEDGEMENTS

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their twelfth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2018.

FINANCIAL SUMMARY

A summary of Consolidated and Standalone financial results of your Company for the year ended 31st March, 2018 is given below:

(Rs. in Lakhs)

Consolidated Standalone

Particulars	2017-18	2016-17	2017-18	2016-17
Total Income	3741.57	3207.97	2357.19	1981.73
Less: Expenses	2846.25	1820.08	2012.86	1434.04
Profit before interest and depreciation	895.32	1387.89	344.33	547.69
Less: a) Interest	333.23	515.44	206.97	419.99
b) Depreciation & Amortisation	68.22	67.60	58.23	58.27
Profit before taxation	493.87	804.85	79.12	69.43
Less:- Provisions for current tax and deferred tax	117.33	193.13	(3.81)	13.64
Profi t After Tax	376.54	611.72	82.94	55.79
Add: Share of Profit/(Loss) in Associates	0.18	21.25	â	â
Less:- Minority Adjustment	32.18	34.52	â	â
Profit After Tax after minority adjustments	344.54	598.45	82.94	55.79
Add: Balance brought forward from last year	5246.67	4313.27	3036.46	2980.67
Balance available for appropriations	5591.21	4911.72	3119.40	3036.46
Less: Appropriations a) Provision for proposed dividend on equity shares
b) Provision for dividend tax	â	â	â	â
c) Dividend distribution tax for earlier years	â	â	â	â
Balance carried to the Balance Sheet	5591.21	4911.72	3119.40	3036.46

REVIEW OF OPERATION AND STATE OF COMPANY''S AFFAIRS

During the year under review, your Company has executed and handed over possession of Residential/ Commercial projects covering an area of around 55,274.95 square feet. Presently your Company has eleven on-going projects, of which there are six Government Projects, at various stages of planning and development. These include housing projects, integrated townships, shopping malls and commercial complexes.

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

The Company has posted a net profit of Rs 82.94 Lakhs for the year ended 31st March, 2018 against a net profit of Rs. 55.79 Lakhs in the previous year. Total Revenue stands at Rs. 2357.19 Lakhs for the year ended 31st March, 2018 and Rs. 1981.73 Lakhs for the year ended 31st March, 2017.

The consolidated net profit of the Company is Rs. 376.72 Lakhs for the year ended 31st March, 2018 against a net profit of Rs. 633.67 Lakhs in the previous year. Consolidated Revenue stands at Rs. 3741.57 Lakhs for the year ended 31st March, 2018 and Rs. 3207.97 Lakhs for the year ended 31st March, 2017.

DIVIDEND & RESERVES

In order to conserve existing resources and to meet the investment needs of the Company, your Directors do not recommend any dividend for the financial year 2017-18.

The Company does not propose to transfer any amount to its Reserves.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

Your Company together with its Subsidiaries and Associate Company are involved in Construction Activities and are also providing rental services. As on March 31, 2018, your Company has ten Subsidiaries and one Associate Company. During the financial year under review none of the Companies have become or ceased to be Subsidiaries or Associate Company. The details of the Subsidiaries and the Associate Company form a part of the extract of Annual Return which is annexed to this report as Annexure- 1.

Pursuant to Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âthe Listing Regulations â) the Company has formulated a Policy on Material Subsidiary and the same is available on the website of the Company at the link:

http://www.rdbindia.com/pdf/codes%20and%20policies/p olicy on material subsidiary 2015.pdf.

In accordance with Section 129(3) of the Companies Act, 2013 (hereinafter referred to as âthe Actâ), read with the rules framed there under, the Listing Regulations and the Indian Accounting Standards, your Company has prepared Consolidated Financial Statements which includes financial information of all its Subsidiaries and Associate Company.

The statement in Form AOC - 1 containing the salient features of the performance and financial position of each of the Subsidiary & Associate Company is annexed to the financial statements of your Company which forms a part of this Annual Report. Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and the annual audited accounts of each of the subsidiaries are available at our website at www.rdbindia.com

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of section 134(3)(c) and section 134(5) of the Act, the Directors to the best of their knowledge hereby state and confirm that:

1. In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

2. The accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. The internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and are operating effectively; and

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

BOARD OF DIRECTORS

The Board comprises of an optimum mix of Executive and Non-Executive Directors including Independent Directors. The Board''s composition and size is in compliance with the provisions of the Act and the Listing Regulations. The details of the Directors of your Company and the remuneration drawn by the Directors are given in the Extract of Annual Return which is annexed to this report as Annexure- 1.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

(a) APPOINTMENT/ RE-APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation:

In accordance with the Articles of Association of the Company and Section 152 of the Act, Mr. Pradeep Kumar Pugalia (DIN: 00501351) shall retire by rotation at the ensuing Annual General Meeting (âAGMâ) and being eligible offers himself for re-appointment. The Board of Directors recommend his re-appointment. At the ending Annual General Meeting

A brief resume of the Director being reappointed as required under Regulation 36(3) of the Listing Regulations forms a part of the Notice convening the ensuing AGM.

Re-appointment of Independent Directors

Mr. Ravi Prakash Pincha (DIN: 00094695) and Mr. Om Prakash Rathi (DIN: 00278191) were appointed as Independent Directors of the Company for a term of five consecutive years w.e.f. 1st April, 2014 to hold office till 31st March, 2019.

In terms of Section 149(10) and all other applicable provisions of the Act and the Listing Regulations, the Board of Directors of your Company, pursuant to the recommendation of the Nomination and Remuneration Committee and based on the report of performance evaluation, at their meeting held on 27th July, 2018 decided to place the proposal for re-appointment of Independent Directors for a further term of five consecutive years w.e.f. 1st April, 2019 at the ensuing Annual General Meeting, whose period of office shall not be liable to determination by retirement of Directors by rotation.

The Independent Directors have given their consent to be re-appointed and have furnished necessary declarations to the Board of Directors that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

Appointment and Resignation

During the year under review, Mr. Mahendra Pratap Singh (DIN: 02028933) has resigned from the post of NonExecutive Independent Director with effect from 13th October, 2017.

Mrs. Madhuri Gulgulia, Company Secretary & Compliance Officer of your Company has tendered her resignation w.e.f. 20th May, 2018. In order to fill up the vacancy created due to her resignation, the Board has appointed Ms. Prachi Todi, an Associate Member of the Institute of Company Secretaries of India, to hold office as the Company Secretary & Compliance Officer of the Company with effect from 6th July, 2018.

(b) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149 OF THE ACT AND REGULATION 16 OF THE LISTING REGULATIONS

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc in compliance with Regulation 25(7) of the Listing Regulations. The familiarization programs imparted to the Independent Directors during the year with details required as per Regulation 46 of the Listing Regulations is available on the Company''s website at the link:

http://www.rdbindia.com/pdf/codes%20and%20policies/FA MILIARIZATION PROGRAMME.pdf

(d) MEETING OF THE BOARD OF DIRECTORS

The Board met seven times during the year under review on 27th May, 2017; 6th June, 2017; 14th August, 2017; 14th September, 2017; 3rd November, 2017; 14th December, 2017 and 14th February, 2018 in compliance with the Companies Act, 2013 and the Listing Regulations. The intervening gap between the meetings is well within the period prescribed under the Companies Act, 2013. The detailed information of the Meetings of the Board, are given in the Corporate Governance Report, which forms part of this Annual Report.

(e) APPOINTMENT AND REMUNERATION POLICY OF THE COMPANY

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - 2 and forms part of this Report. The Nomination and Remuneration Policy of the Company is available on the Company''s website at the link:

http://www.rdbindia.com/pdf/codes%20and%20policies/nomination-remuneration-policy.pdf

(f) FORMAL ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration Committee and the Board has carried out the performance evaluation of the Board as a whole, the Directors individually (including Independent Directors) and the working of the Committees of the Board. The evaluation was done on the basis of structured feedback forms which included parameters such as level of engagement and contribution, independence of judgments, maintenance of integrity, confidentiality, etc.

Further, in the separate meeting of Independent Directors held during the year under review, the performance of Non-Independent Directors, performance of the Board as a whole and the performance of the Chairperson was evaluated and the quality, quantity and timeliness of flow of information between the Company''s Management and the Board was assessed.

The Directors expressed their satisfaction with the overall evaluation process.

COMMITTEES

Audit Committee

The composition and terms of reference of the Audit Committee is in accordance with the provisions of the Act and the Listing Regulations and has been furnished in the Corporate Governance Report which forms a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee is in accordance with the provisions of the Act and the Listing Regulations and has been furnished in the Corporate Governance Report which forms a part of this Annual Report.

Stakeholders'' Relationship Committee

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee is in accordance with the provisions of the Act and the Listing Regulations and has been furnished in the Corporate Governance Report which forms a part of this Annual Report.

Corporate Social Responsibility Committee

The composition and terms of reference of the Corporate Social Responsibility Committee is in accordance with the provisions of the Act and has been furnished in the Corporate Governance Report which forms a part of this Annual Report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in accordance with section 134(3)(a) of the Companies Act, 2013, read with the Rules made there under in Form No. MGT - 9 forms part of the Board''s Report and is annexed herewith as Annexure - 1.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing Shareholders'' value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. The Audit Committee oversees the risk management and mitigation which is reviewed by the Board periodically at its meetings. During the year, no major risks were noticed, which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (âCSRâ) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at the link: http://www.rdbindia.com/pdf/codes%20and%20policies/p olicy on corporate social responsibility.pdf

POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a âCode of Practice & Procedure for Fair Disclosureâ as envisaged under SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to Regulate trading in equity shares of the Company by the Directors and Designated Employees of the Company. The said Code is available on the website of the Company at the link:

http://www.rdbindia.com/pdf/codes%20and%20policies/Code%20of%20Practices%20and%20Procedures%20for%20Fair%20Disclosure%20of%20Unpublished%20Price%20Sensitive%20Information.pdf

VIGIL MECHANISM

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations your Company has formulated a Vigilance Mechanism/Whistle Blower Policy to provide a mechanism for Directors and Employees of the Company to report genuine concerns. The Whistle Blowers may approach the Vigilance Officer and the Vigilance Officer places the report / status of complaints received and resolved, if any to the members of Audit Committee. Further the aggrieved person can have direct access to the Chairman of Audit Committee. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use such mechanism and is also available at the Company''s website at the link: http://www.rdbindia.com/pdf/codes%20and%20policies/vi gilance mechanism or whistle blower policy.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Internal Complaints Committee, which has been constituted as per the aforesaid policy, reports to the Audit Committee of the Board of Directors of your Company on the complaints received and action taken by it during the financial year. It may be noted that, during the year, no complaint was lodged with the Internal Complaints Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the financial year 2017-18, the loans made, guarantees given or securities provided by your Company, being a company engaged in providing Infrastructural facilities, were exempted from the applicability of Section 186 of the Act. However, the investments / acquisitions made by your Company by way of subscription, purchase or otherwise in the securities of any other body corporate, which falls within the ambit of Section 186 of the Act were applicable to your Company and are detailed in the notes to Financial Statements which forms a part of this Annual Report. Further for future reference, it may be noted that the investments / acquisitions made of the company providing infrastructural facilities has also been exempted from the applicability of Section 186 of the Companies Act, vide MCA notification dated 7th May, 2018.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis and in compliance with the applicable provisions of the Act and the Listing Regulations. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions, i.e., there were no transactions exceeding ten percent of the annual turnover as per the last audited financial statements, entered into during the year. Accordingly, the disclosure required under section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to your Company.

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large.

The details of related party transactions are disclosed and set out in notes to the Standalone Financial Statements forming part of this Annual Report. The Company''s policy on related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://rdbindia.com/pdf/codes%20and%20policies/policy_ on_related_party_transactions.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rules made thereunder, are annexed to this report as Annexure - 4.The Annexure - 4 also includes the statement showing names of top ten employees in terms of remuneration drawn under Rule 5(2) & (3) of Appointment and Remuneration Rules.

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under the Act read with the rules framed thereunder and the schedules appended thereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 sub-section (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in Annexure - 5 and forms part of this Report.

AUDIT AND AUDITORS

Statutory Audit

M/s. S.M. Daga & Co., Chartered Accountants (Firm Registration No. 303119E), the Statutory Auditor of your Company have conducted the Statutory audit of the Company for the financial year 2017-18. The Independent Auditors Report for the financial year ended 31st March, 2018 forms a part of this Annual Report.

The Company is pleased to inform that there is no qualification / reservation / adverse remark made by the Statutory Auditor in their report.

No frauds were reported by auditors under Sub-Section (12) of Section 143 of the Act.

Statutory Auditors

Your Company at its eighth Annual General Meeting held on 5th September, 2014 had appointed M/s. S.M. Daga & Co, Chartered Accountants (Firm Registration No. 303119E), as the Statutory Auditor of your Company to hold office from the conclusion of eighth Annual General Meeting till the conclusion of thirteenth Annual General Meeting of the Company to be held in the year 2019, subject to ratification of the appointment by the Members at every Annual General Meeting. M/s. S.M. Daga & Co, Statutory Auditors vide their letter dated 26th July, 2018 have resigned as the Statutory Auditor of your Company, resulting into a casual vacancy in the office of Statutory Auditor of the Company. The Board of Directors based on the recommendation of the Audit Committee and pursuant to the provisions of Section 139(8) of the Act, have appointed M/s. L B Jha & Co., Chartered Accountants (Firm Registration No. 301088E), w.e.f 27th July, 2018 to fill the casual vacancy who shall hold office as the Statutory Auditor of the Company till the conclusion of Twelfth Annual General Meeting subject to approval by the Members at the ensuing Annual General Meeting.

Further, the Board of Directors based on the recommendation of the Audit Committee and pursuant to Sections 139, 141, 142 and other applicable provisions, if any, of the Act read with the Companies (Audit and Auditors) Rules, 2014, have also recommended the appointment of M/s. L B Jha & Co., Chartered Accountants (Firm Registration No. 301088E), as Statutory Auditor of your Company to hold office for a period of five consecutive years, from the conclusion of the twelfth Annual General Meeting, till the conclusion of the seventeenth Annual General Meeting of the Company to be held in the year 2023 on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditor, plus taxes, as applicable and reimbursement of out-of-pocket expenses.

It may be noted that your Company has received consent letter and eligibility certificate from M/s. L B Jha & Co. to act as Statutory Auditor of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 the Company had appointed M/s. MR & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2017-18. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2017-18 is annexed to this report as Annexure - 6.

The Company is pleased to inform that there is no qualification / reservation / adverse remark made by the Secretarial Auditor in their report.

Internal Auditors

Pursuant to Section 138(1) of the Act, M/s Garg Narender & Co., Chartered Accountants has been appointed as the Internal Auditor of your Company for the financial year 2017-18 to conduct the internal audit of your Company. The Internal Auditor reports to the Audit Committee of the Board of your Company and the report of internal audit is also placed at the meetings of the Audit Committee for review.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance together with a certificate of compliance from the Statutory Auditors, as required by Regulations 17(7) of the Listing Regulations, is presented in separate section and is annexed to this report as Annexure - 7.

CEO AND CFO CERTIFICATION The CEO/ CFO

certificate on the financial statements of the Company as required under Regulation 17(8) of the Listing Regulations is annexed to the Corporate Governance Report which is annexed to this Report as Annexure -7.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in separate section and is annexed to this report as Annexure - 8.

STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL STANDARDS

The Directors of your Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

HUMAN RESOURCES

Your Company believes in adopting the best human resource practices by providing its employees a congenial and harmonious working environment with all the necessary infrastructure and by giving them equal opportunities to rise and grow. Your Company continues to implement the best of human resource policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year under review.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company is committed to protect the health and safety of everyone involved in its operation, and the sustainability of the environment in which it operates. The Company''s policy requires the conduct of operations in such a manner so as to ensure safety of all concerned environmental regulations and prevention of misuse of natural resources. Your Company has been complying with relevant and applicable environmental laws and has been taking all necessary measures to protect the environment and maximize workers'' protection and safety.

OTHER DISCLOSURES

Change in Nature of Business, if any

There has been no change in the nature of business of the Company during the financial year ended 31st March, 2018.

Material Changes and Commitments after the balance Sheet Date between the end of the Financial Year 201718 and the date of this Report

There were no Material changes and commitments affecting the financial position of the Company between the end of the financial year i.e. 31st March, 2018 and date of this Report i.e. 27th July, 2018.

Public Deposits

During the year under review your Company has not accepted Deposits falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Cost Audit

Cost Audit is not applicable to your Company as per the provisions of Section 148 of the Companies Act, 2013

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

Place: Kolkata

Date: 27th July , 2018

Sd/-

Sunder Lal Dugar

Chairman & Managing Director

Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

The Directors have pleasure to present their 10^th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31^st March, 2016.

FINANCIAL SUMMARY (Rupees in Lacs)

Particulars	Consolidated 2015-16 2014-15		Standalone 2015-16 2014-15
Total Income	4,968.45	6,483.14	3,254.71	4,023.80
Less: Expenses	4,510.79	5,528.47	2,826.48	3,646.25
Profit before interest and depreciation	457.66	954.67	428.23	377.55
Less: a) Interest	376.82	377.85	277.31	275.06
b) Depreciation & Amortization	88.14	41.25	62.66	37.51
Profit before taxation	(7.30)	535.57	88.26	64.98
Less:- Provisions for current tax and deferred tax	163.32	196.73	27.47	16.21
	(170.62)	338.84	60.79	48.77
Add: Share of Profit/(Loss) in Associates	34.68	1.72	--	--
Less:- Minority Adjustment	(197.53)	(0.46)	--	--
Profit After Tax after minority adjustments	61.59	340.10	60.79	48.77
Add: Balance brought forward from last year	4,235.16	4,047.01	2,983.89	3,147.40
Balance available for appropriations	4,296.75	4,387.11	3,044.68	3,196.17
Less: Appropriations a) Provision for proposed dividend on equity shares		172.83		172.83
b) Provision for dividend tax	--	35.18	--	35.18
c) Dividend distribution tax for earlier years	--	--	--	--
Balance carried to the Balance Sheet	4,296.75	4,179.09	3,044.68	2,988.16

PERFORMANCE REVIEW

During the year under review, your Company has executed and handed over possession of Residential/ Commercial projects covering an area of around 60,385 square feet. Presently your Company has 8 on-going projects at various stages of planning and development. This includes housing projects, integrated townships, shopping malls and commercial complexes

During the period under review, your company focused on improving productivity, reducing costs and utilized its cash flows most effectively The Company has posted a net profit of Rs 60.79 Lakhs for the year ended March 31, 2016 against net profit of Rs. 48.77 Lakhs in the previous year. Total Revenue stands at Rs. 3255 Lakhs for the year ended March 31, 2016 and Rs. 4023.80 Lakhs for the year ended March 31, 2015. The consolidated net profit of the Company is Rs. 61.59 Lakhs for the year ended March 31, 2016 against net profit of Rs. 340.10 Lakhs in the previous year. Total Revenue stands at Rs. 4968.45 Lakhs for the year ended March 31, 2016 and Rs. 6483.14 Lakhs for the year ended March 31, 2015.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2016 DIVIDEND & RESERVES

In order to conserve existing resources of the Company, your directors do not recommend any dividend for the financial year 2015-16 and the Company has not proposed any transfer to its Reserves

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There were no Material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31, 2016) and date of the Report (May 30, 2016)

SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

We along with our Subsidiaries are involved in Construction Activities and providing rental services. As on March 31, 2016, we have eleven Subsidiaries and one Associate. The Company has framed a Policy on Material Subsidiary and the same is placed on the Company''s website and the web link for the same is

http://www.rdbindia.com/pdf/codes%20and%20policies/policy on material subsidiary 2015.pdf.In accordance with the provisions of Listing Regulation, RDB Mumbai Private Limited (Formerly known as Maple Tieup Private Limited) is our material subsidiary

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement of the Company and all its subsidiary and associate companies, which is forming part of the Annual Report.

Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company upon receipt of written request from them and the Annual Accounts of the subsidiary companies will also be kept open for inspection by any shareholder of the Company at the registered office of the Company and that of the subsidiary companies concerned between 10.30 a.m. and 1.30 p.m. on any working day. Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available at our website at www.rdbindia.com

A report on performance and financial position of each of the subsidiaries & associates companies included in the consolidated financial statement is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 134(3)(c) of the Companies Act, 2013, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed:-

1. that in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed [along with proper explanation relating to material departures;] and there are no material departures from the same.

2. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

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

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

5. that the internal financial controls to be followed by the Company were laid down and such internal financial controls were adequate and were operating effectively;

6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS, KEY MANAGERIAL PERSONNEL (a) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (7) OF SECTION 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

(b) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The familiarization program with details required as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is available on the Company''s website under the we blink: http://www.rdbindia.com/pdf/codes%20and%20policies/FAMILIARIZATION PROGRAMME.pdf

(c) APPOINTMENT AND REAPPOINTMENTS

In accordance with the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Smt. Kusum Devi Dugar retires at the ensuing Annual General Meeting (AGM) and being eligible offers herself for reappointment. Your Directors recommend her re-appointment. Smt. Kusum Devi Dugar (DIN: 00559322) continues as the Woman Director on the Company''s Board in conformity with the requirements of Section 149(1) of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

The Board of Directors re-appointed Sri Sunder Lal Dugar as the Managing Director and Sri Pradeep Kumar Pugalia as the whole time Director of the Company for a further period of 3 years from 1st July 2016 to 30th June 2019, subject to the approval of shareholders in the ensuing Annual General Meeting. Brief resumes of the Directors being reappointed forms part of the notice of the ensuing Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met four times during the year on 28th May, 2015; 14th August, 2015; 14th November, 2015 and 12th February, 2016. For details of the meetings of the board, kindly refer to the corporate governance report, which forms part of this report.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

REMUNERATION POLICY OF THE COMPANY

FORMAL ANNUAL EVALUATION

One of the vital functions of the Board is monitoring and reviewing the Board Evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the directors, in accordance with provisions of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance of the Non Independent Directors and Board as a whole was also reviewed by the Independent Directors.

The Board of Directors, in its Meeting held on 12th February, 2016 undertook the annual evaluation of its own performance, Board committees and individual directors. The Directors expressed their satisfaction over the evaluation process and results thereof.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in accordance with section 134(3)(a) of the Companies Act,2013, in Form No. MGT - 9 forms part of the Board''s Report and is annexed herewith as ANNEXURE - 2.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. The Audit Committee oversees the risk management and mitigation which is reviewed by the Board periodically at its meetings.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided by a company engaged in providing infrastructural facilities, specified in Schedule VI of Companies Act 2013, are exempted from disclosure in the Annual Report. Details of investments made under section 186 of the Companies Act 2013 forms part of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://rdbindia.com/pdf/codes%20and%20policies/policy on related party transactions.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE - 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company Weblink:http://rdbindia.com/pdf/codes%20and%20policies/policy on corporate social responsibility.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as ANNEXURE - 4.

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES UNDERSEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT2013

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace The Committee reports to the Audit Committee of the Board of Directors of your Company on the complaints received and action taken by it during the financial year. During the year, no complaint was lodged with the Internal Complaints Committee.

VIGIL MECHANISM

The Company has formulated a Vigilance Mechanism/Whistle Blower Policy as per the provisions of the Companies Act 2013 and Listing Regulation to provide a mechanism for employees of the Company to approach the Vigilance Officer/ Chairman of the Audit Committee of the Company for safeguards against victimization of persons who use such mechanism. The Vigilance Officer places the report/ status of complaints received and resolved, if any to the members of Audit Committee. Further the aggrieved person can have direct access to the Chairman of Audit Committee. The policy is readily available on company''s website.

We blink: http://rdbindia.com/pdf/codes%20and%20policies/vigilance mechanism or whistle blower policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulation with the Stock Exchange, is presented in separate section and forms part of this report.

CORPORATE GOVERNANCE

Your company has complied with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a certificate of compliance from the Statutory Auditors, as required by Regulation 34(3) of the Listing Regulation, forms a part of this Annual Report.

CEO and CFO CERTIFICATION

The CEO/ CFO certificate on the financial statements of the Company as required under the Listing Regulation forms part of this Annual Report. HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

AUDITORS

At the Annual General Meeting held on 5th September 2014, M/s. S M Daga & Co., Chartered Accountants (Firm Registration No. 303119E) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 13th Annual General Meeting, subject to ratification by the members annually. Accordingly, appointment of M/s. S. M. Daga & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS'' OBSERVATION

There are no reservations, qualifications or adverse remarks contained in Auditors'' Report attached to the Balance Sheet as at 31st March, 2016.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act 2013 the company had appointed M/s. MR & Associates, Company Secretaries, to conduct the secretarial audit of the company for the financial year 2015-16. The company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2015-16 is annexed to this report as ANNEXURE - 5.

The Company is pleased to inform that there was no qualification/reservation/adverse remark made by the Secretarial Auditor in his report.

PUBLIC DEPOSIT

The Company has not accepted Deposits falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 subsection (3)(m) of the Companies Act,2013, read with the Companies (Accounts) Rules, 2014 are given in the ANNEXURE - 6 and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

Place: Kolkata

Date: 30th day of May, 2016

Sunder Lal Dugar

Chairman & Managing Director

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure to present their 9th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY

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

Consolidated Standalone

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

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

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

Profit before interest and depreciation 954.67 1,135.12 377.55 481.62

Less: a) Interest 377.85 455.32 275.06 362.44

b) Depreciation & Amortisation 41.25 97.62 37.51 73.51

Profit before taxation 535.57 582.18 64.98 45.67

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

Profit After Tax 338.84 375.12 48.77 22.05

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

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

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

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

Less: Appropriations

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

b) Provision for dividend tax 35.18 29.37 35.18 29.37

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

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

PERFORMANCE REVIEW

During the year under review, your Company has executed and handed over possession of Residential/ Commercial projects covering an area of around 75,651 square feet. Presently your Company along-with its subsidiaries has 9 on-going projects at various stages of planning and development on the available land bank. This includes housing projects, integrated townships, shopping malls and commercial complexes.

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

Your Company has changed the method of calculation of depreciation from Written Down Value (WDV) to Straight Line Method (SLM) for better presentation of Financial Statements.

The Company has posted a net profit of Rs. 48.77 Lakhs for the year ended March 31,2015 against net profit of Rs. 22.05 Lakhs in the previous year. Total Revenue stands at Rs. 4023.80 for the year ended March 31, 2015 and Rs. 6264.29 Lakhs for the year ended March 31,2014.

The consolidated net profit of the Company is Rs. 340.10 Lakhs for the year ended March 31, 2015 against net profit of Rs. 358.88 Lakhs for the year ended March 31, 2014. Total Revenue stands at Rs. 6483.14 Lakhs for the year ended March 31, 2015 and Rs. 9809.58 Lakhs for the year ended March 31,2014.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

DIVIDEND & RESERVES

The Board in its meeting held on May 28, 2015 keeping in view the overall performance during the year recommended a dividend of Re. 1/- per equity share of Rs. 10 each (i.e. 10%) for the financial year ended 31st March, 2015, which if approved at the ensuing Annual General Meeting, will be paid to those members whose names appear in the Register of Members as on 28th August, 2015; with respect to the shares held In demateriallzed form, it would be paid to members whose names are furnished by the NSDLand CDSLas beneficial owners as on that date. The total dividend outgo for the current year amounts to Rs. 208.01 Lakhs (inclusive of dividend distribution tax).

During the year under review, no amount was transferred to General Reserve.

MATERIAL CHANGES AND COMMITMENTS AFTERTHE BALANCE SHEET DATE

There were no Material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31,2015) and date of the Report.(May 28,2015)

SUBSIDIARIES/JOINTVENTURES/ASSOCIATES

We along with our subsidiaries are involved in construction activities and providing rental services. As on March 31,2015, we have 11 subsidiaries and one associate. During the year Maple Tiellp Private Limited became subsidiary of the Company pursuant to acquisition of 70% of its shares and Company divested its share holding in Rathi Ess En finance Co. Pvt Ltd which ceased to be the subsidiary thereon.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement of the Company and all its subsidiary and associate companies, which is forming part of the Annual Report.

Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company upon receipt of written request from them and the Annual Accounts of the subsidiary companies will also be kept open for inspection by any shareholder of the Company at the registered office of the Company and that of the subsidiary companies concerned between 10.30 a.m. and 1.30 p.m. on any working day. Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available at our website atwww.rdbindia.com

A report on performance and financial position of each of the subsidiaries & associates companies included in the consolidated financial statement is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 134(3)(c) of the Companies Act, 2013, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed:-

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company forthat period;

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

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

5. that the internal financial controls to be followed by the Company were laid down and such internal financial controls were adequate and were operating effectively; and

6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS KEY MANAGERIAL PERSONNEL

(a) APPOINTMENT OF INDEPENDENT DIRECTORS:

At the Annual General Meeting of the Company held on 5th September, 2014, the Members of the Company appointed Mr. Waseem Javed Khan (DIN: 06368949), Sri Ravi Prakash Pincha (DIN : 00094695) and Sri Mahendra Pratap Singh (DIN : 01839950) as Independent Directors under the Act fora term of up to 31st March, 2019. Mr. Waseem Javed Khan had joined the Board as Additional Director on 1st June, 2014.

(b) CHANGE IN DIRECTORSHIP DURING THE YEAR:

Mr. Surendra Kumar Parakh, Independent Director resigned from the Board due to some unavoidable circumstances, w.e.f. 1 st June, 2014. The Board places on record their appreciation for the services and contribution made by him during his tenure.

(c) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(d) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Directors are issued Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company's operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Company's website under the weblink: http://rdbindia.com/pdf/codes%20and%20policies/FAMILIARIZATION_PROGRAMME.pdf

(e) APPOINTMENT OF NON- INDEPENDENT DIRECTORS:

As per the provisions of Section 149(1) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company is required to have atleast one Woman Director on its Board. Keeping in view this requirement, Smt. Kusum Devi Dugar (DIN: 00559322) was appointed as an Additional Director w.e.f. 1st June, 2014 on recommendation of the Nomination and Remuneration Committee, whose appointment was regularized by the members in the 8th Annual General Meeting held on 5th September, 2014.

(f) RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mr. Pradeep Kumar Pugalia (DIN : 00501351) retires at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

A brief profile of the above Directors seeking appointment/re-appointment required under Clause 49 of the Listing Agreement is given in the Notice of AGM.

(g) KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company in their meeting held on 16th April, 2014 approved the continuation of office of the existing KMP, Mr. Anil Kumar Apat as the Chief Financial Officer of the Company and Mrs. Satabdi Sengupta as Company Secretary cum Compliance Officer of the Company.

Mrs. Satabdi Sengupta, Company Secretary cum Compliance Officer resigned from her position w.e.f. 8th October, 2014. The Board places on record its appreciation for the services rendered by her during her association with Company. Further, Miss Deepika Sethia was appointed as Company Secretary cum Compliance Officer w.e.f. 14th November, 2015.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met Six times during the year. For details of the meetings of the board, kindly refer to the Corporate Governance Report, which forms part of this report.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - 1 and forms part of this Report.

FORMAL ANNUAL EVALUATION

One of the vital functions of the Board is monitoring and reviewing the Board Evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the Directors, in accordance with provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance of the Non Independent Directors and Board as a whole was also reviewed by the

The Board of Directors, in its Meeting held on 11th February, 2015 undertook the annual evaluation of its own performance, Board committees and individual Directors. The review concluded that the performance of the Directors, Committees & the Board as a whole, to be adequate and satisfactory.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in accordance with section 134(3)(a) of the Companies Act,2013, in Form No. MGT - 9 forms part of the Board's Report and is annexed herewith as ANNEXURE - 2.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided by a company engaged in providing infrastructural facilities, specified in Schedule VI of Companies Act 2013, are exempted from disclosure in the Annual Report. Details of investments made under section 186 of the Companies Act 2013 are given in the note to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions as approved by the Board may be accessed on the Company's website at the link: it

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE - 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

Weblink: http://rdbindia.com/pdf/codes%20and%20polices/policy_on_ related_party_transactions.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as ANNEXURE - 4.

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL) ACT 2013

An Internal Complaints Committee has been constituted under the Anti Sexual Harassment Policy approved by the Board of Directors of the Company, which provides a forum to all female personnel to lodge complaints (if any) therewith for redressal. The Committee submits an annual report to the Audit Committee of the Board of Directors of your Company on the complaints received and action taken by it during the financial year. During the year, no complaint was lodged with the Internal Complaints Committee.

VIGIL MECHANISM

The Company has formulated a Vigilance Mechanism/Whistle Blower Policy as per the provisions of the Companies Act 2013 and clause 49 of Listing Agreement to provide a mechanism for employees of the Company to approach the Vigilance Officer/ Chairman of the Audit Committee of the Company for safeguards against victimization of persons who use such mechanism. The Vigilance Officer places the report/ status of complaints received and resolved, if any to the members ofAudit Committee. Further the aggrieved person can have direct access to the Chairman of Audit Committee. The policy is readily available on company's website:

http://rdbindia.com/pdf/codes%20and%20policies/vigilance_mechanism _or_whistle_blower_policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in separate section and forms part of this report.

CORPORATE GOVERNANCE

Your company has complied with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a certificate of compliance from the Statutory Auditors, as required by Clause 49 of the Listing Agreement, forms a part of this Annual Report.

CEO/CFO CERTIFICATION

The CEO/ CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms part of this Annual Report.

HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

AUDITORS

At the Annual General Meeting held on 5th September 2014, M/s. S M Daga & Co., Chartered Accountants (Firm Registration No. 303119E) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 13th Annual General Meeting, subject to ratification by the members annually. Accordingly, appointment of M/s. S. M. Daga & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS' OBSERVATION

There are no reservations, qualifications or adverse remarks contained in Auditors' Report attached to the Balance Sheet as at 31st March, 2015.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 2013 the company had appointed M/s MR & Associates, Company Secretaries, to conduct the secretarial audit of the company for the financial year 2014-15. The company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2014-15 is annexed to this report as ANNEXURE-5.

The Company is pleased to inform that there was no qualification/reservation/adverse remarks made by the Secretarial Auditor in his report.

PUBLIC DEPOSIT

The Company has not accepted Deposits falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 134 (3)(m) of the Companies Act,2013, read with the Companies (Accounts) Rules, 2014 are given in the ANNEXURE - 6 and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

Place: Kolkata

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

Sunder Lal Dugar Chairman & Managing Director

Mar 31, 2014

Dear Members,

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

FINANCIAL PERFORMANCE

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

Consolidated Financial Performance (Rs. in Lakhs)

Particulars Financial Year 2013-14

Total Income 9809.58

Less: Expenses 8674.46

Profit before interest and depreciation 1135.12

Less: a) Interest 455.32

b) Depreciation & Amortisation 97.62

Profit before taxation 582.18

Less: - Provisions for current tax and deferred tax 207.06

Profit After Tax 375.12

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

Less:-Minority Adjustment (16.03)

Profit After Tax after minority adjustments 358.87

Add: Balance brought forward from last year 3891.67

Balance available for appropriations 4250.55

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83

b) Provision for dividend tax 29.37

c) Dividend distribution tax for earlier years 1.33

Balance carried to the Balance Sheet 4047.01

(Rs. in Lakhs)

Particulars Financial Year 2012-13

Total Income 12190.66

Less: Expenses 10171.70

Profit before interest and depreciation 2018.96

Less: a) Interest 591.15

b) Depreciation & Amortisation 77.58

Profit before taxation 1350.23

Less: - Provisions for current tax and deferred tax 374.12

Profit After Tax 976.11

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

Less:-Minority Adjustment (13.34)

Profit After Tax after minority adjustments 962.62

Add: Balance brought forward from last year 3129.92

Balance available for appropriations 4092.54

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83

b) Provision for dividend tax 28.04

c) Dividend distribution tax for earlier years Â

Balance carried to the Balance Sheet 3891.67

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

Stand - alone Financial Performance (Rs. in Lakhs)

Particulars Financial Year 2013 -14

Total Income 6264.29

Less: Expenses 5782.67

Profit before interest and depreciation 481.62

Less: a) Interest 362.44

b) Depreciation 73.51

Profit before Taxation 45.67

Less: - Provisions for current tax and deferred tax 23.62

Profit After Tax 22.05

Add: Balance brought forward from last year 3328.88

Balance available for appropriations 3350.93

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83

b) Provision for dividend tax 29.37

c) Dividend distribution tax for earlier years 1.33

Balance carried to the Balance Sheet 3147.40

(Rs. in Lakhs)

Particulars Financial Year 2012 - 13

Total Income 10751.60

Less: Expenses 9063.86

Profit before interest and depreciation 1786.74

Less: a) Interest 518.31

b) Depreciation 50.81

Profit before Taxation 1118.62

Less: - Provisions for current tax and deferred tax 295.55

Profit After Tax 823.07

Add: Balance brought forward from last year 2706.68

Balance available for appropriations 3529.75

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83

b) Provision for dividend tax 28.04

c) Dividend distribution tax for earlier years -

Balance carried to the Balance Sheet 3328.88

REVIEW OF OPERATIONS

During the year under review, your Company has executed and handed over possession of Residential Projects covering an area of around 1,87,786 square feet. Presently your Company along-with its subsidiaries has 13 on-going projects at various stages of planning and development on the available land bank. This includes housing projects, integrated townships, shopping malls and commercial complexes.

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

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

DIVIDEND

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

DIRECTORS

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

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

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

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

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

The Board recommends the appointment of above directors with a view to avail their valuable advices and wise counsel. A brief profile of the above Directors seeking appointment/re-appointment required under Clause 49 of the Listing Agreement is given in the Notice of AGM.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in separate section and forms part of this report.

CORPORATE GOVERNANCE

Your company has complied with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a certificate of compliance from the Statutory Auditors, as required by Clause 49 of the Listing Agreement, forms a part of this Annual Report.

CEO/CFO CERTIFICATION

The CEO/ CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms part of this Annual Report.

HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year. Presently your Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SUBSIDIARY COMPANIES

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

1. Bahubali Tie-Up Private Limited

2. Baron Suppliers Private Limited

3. Bhagwati Builders & Development Private Limited

4. Bhagwati Plastoworks Private Limited

5. Headman Mercantile Private Limited

6. Kasturi Tie-Up Private Limited

7. Raj Construction Projects Private Limited

8. Rathi EssEn Finance Company Private Limited

9. RDB Legend Infrastructure Private Limited

10. RDB Realty Private Limited

11. Triton Commercial Private Limited

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

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

Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company upon receipt of written request from them and the Annual Accounts of the subsidiary companies will also be kept open for inspection by any shareholder of the Company at the registered office of the Company and that of the subsidiary companies concerned between 10.30 a.m. and 1.30 p.m. on any working day.

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

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed:-

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

AUDITORS

The Board, on recommendation of the Audit Committee, has proposed that M/s S M Daga & Co., Chartered Accountants, Statutory Auditors, who retire at the ensuing Annual General Meeting and being eligible for re-appointment, have offered themselves for re-appointment be re-appointed as Statutory Auditors of the Company to hold office till the conclusion of fifth consecutive Annual General Meeting (AGM), subject to ratification by members at every AGM held after the ensuing AGM. M/s S M Daga & Co. have further confirmed that the said re-appointment will be in conformity with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS' OBSERVATION

There are no reservations, qualifications or adverse remarks contained in Auditors' Report attached to the Balance Sheet as at 31st March, 2014.

PUBLIC DEPOSIT

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

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

Mar 31, 2013

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

FINANCIAL PERFORMANCE

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

Consolidated Financial Performance

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

Total Income 12,190.66 13,899.25

Less : Expenses 10,171.70 11,116.38

Profit before interest and depreciation 20,18.96 2,782.87

Less : a) Interest 591.15 896.20

b) Depreciation & Amortisation 77.58 63.13

Profit before taxation 1,350.23 1,823.53

Less : Provisions for current tax and deferred tax 374.12 455.57

Profit after Tax 976.11 1367.96

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

Less: Minority Adjustment (13.34) (56.43)

Profit after Tax after minority adjustments 962.63 1,322.13

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

Balance available for appropriations 4,092.55 3,224.82

Less: Appropriations

a) Provision for proposed dividend on equity shares 172.83 108.00

b) Provision for dividend tax 28.04 17.52

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

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

Stand-alone Financial Performance (Rs. in Lacs)

Financial Year Financial Year

Particulars 2012-13 2011-12

Total Income 10,751.60 8,994.15

Less : Expenses 9,063.86 6,879.52

Profit before interest and depreciation 1,786.74 2,114.63

Less : a) Interest 518.31 939.99

b) Depreciation & Amortisation 5081 38.08

Profit before Taxation 1,118.62 1,136.56

Less: Provisions for current tax and deferred tax 295.55 231.02

Profit after Tax 823.07 905.55

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

Balance available for appropriations 3,529.75 2,832.21

Less : Appropriations

a) Provision for proposed dividend on equity shares 172.83 108.00

b) Provision for dividend tax 28.04 17.52

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

REVIEW OF OPERATIONS

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

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

Presently your Company along-with its subsidiaries has 13 on-going projects at various stages of planning and development on the available land bank. This includes housing projects, integrated townships, shopping malls and commercial complexes. It is the vision of your Company to achieve best of professionalism and to develop, build and deliver best of real estate and quality construction.

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

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

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

DIVIDEND

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

AMALGAMATION

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

DIRECTORS

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

A separate report on Corporate Governance along with the Auditors'' Certificate for its due compliance is forming part of this Annual Report.

CEO/CFO CERTIFICATION

The CEO/ CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms part of this Annual Report.

HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year. Presently your Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SUBSIDIARY COMPANIES

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

1. Bahubali Tie-Up Private Limited

2. Baron Suppliers Private Limited

3. Bhagwati Builders & Development Private Limited

4. Bhagwati Plastoworks Private Limited

5. Headman Mercantile Private Limited

6. Kasturi Tie-Up Private Limited

7. Raj Construction Projects Private Limited

8. Rathi Essen Finance Company Private Limited

9. RDB Legend Infrastructure Private Limited

10. RDB Realty Private Limited

11. Triton Commercial Private Limited

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

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

Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company upon receipt of written request from them and the Annual Accounts of the subsidiary companies will also be kept open for inspection by any shareholder of the Company at the registered office of the Company and that of the subsidiary companies concerned between 10.30 a.m. and 1.30 p.m. on any working day.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed:-

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

AUDITORS

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

PUBLIC DEPOSIT

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

Place : Kolkata Sunder Lai Dugar

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

Mar 31, 2012

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

Consolidated Financial Performance

(Rs in Lacs)

Particulars Financial Year Financial Year

2011-2012 2010-2011

Total Income 13,899.25 10,021.68

Less: Expenses 11,116.38 7,967.85

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

Less: a) Interest 896.20 338.90

b) Depreciation 63.13 56.90

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

Add: Prior Period Income - 0.80

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

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

Add: Share of Profit/Loss in Associates 10.60 0.16

Less:- Minority Adjustment 56.43 (11.89)

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

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

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

a) Provision for proposed dividend on equity shares 108.00 64.80

b) Provision for dividend tax 17.52 10.51

c) Transfer to general reserves - 100.00

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

Stand-Alone Financial Performance

(Rs in Lacs)

Particulars Financial Year Financial Year 2011-2012 2010-2011

Total Income 8,994.15 6,641.59

Less: Expenses 6,879.52 5,435.54

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

Less a) Interest 939.99 362.21

b) Depreciation 38.08 36.04

Profit/(Loss) before taxation 1,136.56 807.80

Add: Prior Period Income - 0.80

Less: Provisions for current tax and deferred tax 231.02 195.36

Profit/(Loss) After Tax 905.55 613.24

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

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

a)Provision for proposed dividend on equity shares 108.00 64.80

b) Provision for dividend tax 17.52 10.51

c) Transfer to general reserves - 100.00

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

Review of operations

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

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

Presently your Company along-with its subsidiaries has 20 on going projects at various stages of planning and development on the available land bank. This includes housing projects, integrated townships, shopping malls and commercial complexes. It is the vision of your Company to achieve best of professionalism and to develop, build and deliver best of Real Estate and quality construction.

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

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

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

Dividend

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

Business Activity

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

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

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

Directors

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

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

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

Your Directors recommend the above appointment/ re-appointment.

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

Loan to Directors and Executives

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

Management Discussion and Analysis Report

A separate report on Management Discussion and Analysis

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

Corporate Governance

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

A separate report on Corporate Governance along with the Auditors' Certificate for its due compliance is forming part of this Annual Report.

CEO/CFO Certification

The CEO/ CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms part of this Annual Report.

Human Resources

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year. Presently your Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975.

Secretarial Compliance Certificate

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

Health, Safety and Environmental Protection

Your Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximise worker protection and safety.

Subsidiary Company

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

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

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

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

Directors' Responsibility Statement

The Director's Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed:-

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

Auditors

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

Auditors observation

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

Public Deposit

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

Listing at Stock Exchange

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

Investor Relations

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

Conservation of energy, technology absorption and foreign exchange earning and outgo

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure and forms part of this Report.

Acknowledgements

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co- operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

Place: Kolkata S. L. Dugar

Date: 28.05.2012 Chairman & Managing Director

Mar 31, 2010

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

(Rupees in Lacs)

Particulars 2009-10 2008-09

Income from operations 4,571.47 - - -

Other income 162.28 - - -

Profit before interest and depreciation 850.00 (0.09)

Less: a) Interest 173.09 - - -

b) Depreciation 46.54 - - -

Profit before taxation 630.37 (0.09)

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

Profit (Loss) After Tax 541.98 (0.09)

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

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

Balance available for appropriation 1,488.74 (2.05)

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

Review of operations

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

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

Demerger

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

Dividend

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

Directors

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

Your Directors recommend the above appointment/re-appointment.

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

Particulars of employees

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

Directors responsibility statement

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

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

Auditors

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

Auditors observation

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

Public deposit

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

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms a part of this Report.

Subsidiary companies

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

ÃÂ¦ Bahubali Tie-Up Pvt. Ltd.

Baron Suppliers Pvt. Ltd.

Bhagwati Builders And Development Pvt. Ltd.

Bhagwati Plasto Works Pvt. Ltd.

Headman Mercantile Pvt. Ltd.

Kasturi Tie-Up Pvt. Ltd.

Raj Construction Projects Pvt. Ltd.

Rathi Essen Finance Company Pvt. Ltd.

Triton Commercial Pvt. Ltd.

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

Acknowledgments

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

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

Date: 29.05.2010 Director Director

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