Dear Members,
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 31st March, 2024.
FINANCIAL SUMMARY
A summary of Financial Results of the Company for the year ended 31st 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 01st
October, 2022 and which became effective from 26th 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 31st 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 31st March, 2024 and Rs. 7,308.90 Lakhs for the
year ended 31st 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 17th December, 2022 had approved the Scheme of Arrangement (with Appointed Date being
01st 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 21st May, 2024. The certified copy of the Order
was filed by your Company and the Resulting Company with the Registrar of Companies,
Kolkata on 26th 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 21st 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 02nd
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 31st 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. 08th
February, 2024 to hold office for a period of five years w.e.f. 08th February, 2024.
Subsequently, the shareholders of the Company regularized the appointment of Mr. Samprati
Kamdar (DIN: 09615765) from Additional Director (Non-Executive Independent) to
Non-Executive Independent Director of the Company to hold office for a period of five
years w.e.f. 08th 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. 01st May, 2023 through
Postal Ballot. During the year under review, the Shareholders of the Company at their
Annual General Meeting held on 28th September, 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 19th 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. 06th 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 14th 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 01st 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 02nd
August, 2024 changed the designation of Mr. Pradeep Kumar Pugalia (DIN: 00501351) from
Whole-time Director to Non-Executive Non-Independent 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 31st 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 Non-Executive
Non-Independent Director w.e.f. 02nd August, 2024. 2 Mr. Ritesh Kumar Jha ceased to act as
the Company Secretary & Compliance Officer of the Company w.e.f. 24th July, 2023. 3
Mr. Priyarup Mukherjee was appointed as Company Secretary & Compliance Officer of the
Company w.e.f. 14th 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.
(c) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
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
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
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 08th
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 27th 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 21st 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 14th 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 11th August, 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 28th 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
2023-24. The Independent Auditors Report for the financial year ended 31st 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/2023/70dated ted steps to initia The Board has 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. |
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 Disputethe
Company technicaldifficulties, Resolution Portal (ODR Portal) by 15th August, 2023. |
The Board has stated that due to could not register on the said portal within the
stipulated time period. Further, necessary steps have been initiated to comply with the
recommendationsandnotingmade by the Secretarial Auditor in her report. |
d. As per Form MGT-14 filed with the Registrar of Companies, Kolkata,
for approval of Financial Statements for the year 2022-23, the signatories who were
authorised to sign the Financial Statements of the Company, is different from the
signatories shown in the Financial Statements annexed to the Annual Report of 2022-23. |
The Board stated that the same happened due to oversight and inadvertent typographical
error. The same was noted for future disclosures. |
Further, the Company has filed the Annual Secretarial Compliance Report for the year
ended 31st March, 2024 issued by the secretarial auditor with the BSE Limited and CSE
Limited, on 29th 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 26th 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 02nd
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 31st March, 2024. However, as stated earlier, pursuant to the Scheme of
Arrangement for Demerger becoming effective from 26th July, 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., 31st March, 2024 and date of this
Report i.e., 14th August, 2024. However, as stated earlier, pursuant to the Scheme of
Arrangement for Demerger becoming effective from 26th 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.
|
For and on behalf of the Board |
|
Sd/- |
|
Rajeev Kumar IPS (Retd.) |
| Place: Kolkata |
Chairman & Whole-time Director |
| Date: 14th August, 2024 |
DIN: 07003686 |