TO THE MEMBERS
Your Directors have pleasure in submitting their 97th Annual
Report together with the Audited Statement of Accounts for the year ended 31st
March, 2023.
FINANCIAL RESULTS
The financial results of the Company (Standalone) are summarized as
under:
Rs. in Lakhs
| Particular |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Gross Profit/(Loss) before Depreciation, Finance Cost,
Taxation and Extra Ordinary Items |
354.14 |
297.97 |
| Finance Cost |
931.62 |
1030.44 |
| Profit / (Loss) before Depreciation, Taxation & Extra
Ordinary Items |
(577.48) |
(732.47) |
| Depreciation |
111.30 |
107.73 |
| Profit / (Loss) before Taxation |
(688.78) |
(840.21) |
| Provision for Taxation: |
|
|
| - Current Tax (MAT) |
|
|
| - Deferred Tax |
|
|
| - Income Tax (excess) Provision of Earlier Years |
(62.05) |
(350.82) |
| - MAT Credit Written Off of Earlier Years |
- |
- |
| Profit/ (Loss) after Tax |
(626.73) |
(489.38) |
| Other Comprehensive Income (net of tax) |
1.16 |
3.57 |
| Total Comprehensive Income |
(625.57) |
(485.81) |
STATE OF COMPANYS AFFAIRS
Your Directors are pleased to state that:-
1. The Companys "The Mills" project at Pune is at full
occupancy, and during the year, the Company was able to induct a leading national
restaurant chain as our esteemed client. This is a testament to the growing reputation of
The Mills, as a leading destination in Pune.
2. To augment its retail offering, the Company had launched the RBCT-1
project, the construction of which is nearly complete. This project has gotten a strong
market response and the leasing of the same is substantially completed.
3. During the year company was able to sell all its flat duly finished
at "Pittie Kourtyard" Kharadi, Pune.
4. The Companys next project RB101, is also under development.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
2022-23
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and date of the
report.
IMPACT OF COVID-19 PANDEMIC
Despite Covid-19 Pandemic, the company has been able to retain its
licensees. The Company expects to recover the carrying amounts of its assets. However it
will depend on future development which remain uncertain.
TRANSFER TO RESERVES
There was no transfer made to any Reserve during the year FY 2022-23.
DIVIDEND
To conserve the resources your directors do not recommend dividend on
the equity shares of the Company for the financial year 2022-23.
MANAGEMENT DISCUSSION AND ANALYSIS
i. Industry Review, Developments and Outlook
The Company is focused on Commercial Real Estate, with particular focus
on Office and Retail Segment. The Office market in Pune has recovered from the lows during
Covid, whereas the Retail Segment continues to perform well. This year saw the
announcement of the Nexus REIT, which gives an indication of the way forward even in the
retail segment. Both these segments display a relatively consolidated industry structure,
and will continue to do so.
ii. Opportunities and Threats
Real Estate, and in particular Pune, is likely to be a bright spot. A
number of connectivity initiatives, including the Mumbai Trans-Harbour Link and the
Missing Link project on the expressway. This bodes well for capital values in Pune. A
number of intra-city connectivity projects are also on-going, the Pune Metro is getting
commission, in a stage wise manner, the Airport extension, River Road and the Ring Road,
are also underway.
Generally, the higher interest environment, and the uncertainty in
reduction of interest rates, caused by higher inflation prints, is a negative for the
industry. While WPI have cooled, input costs still remain elevated.
iii. Segment Wise Performance
Your Company has only one segment i.e. Construction and Real Estate
Development. Revenue and expenses have been identified on the basis of accounting standard
as applicable and guidance note issued by Institute of Chartered Accountant of India for
this sector.
iv. Key Financial Ratios Analysis
| Key Financial Ratios |
31/03/2023 |
31/03/2022 |
Increase / Decrease (in % terms) |
Reason for variances |
| Debtors turnover ratio |
1.95 |
3.57 |
-45% |
Decrease in trade receivables and credit sales. |
| Inventory turnover ratio |
0.62 |
1.85 |
-66% |
Due to decrease in average inventory. |
| Interest Coverage Ratio |
0.380 |
0.289 |
31% |
Increase due to reduction of finance cost and increase in
EBITD. |
| Current Ratio |
1.13 |
0.81 |
39% |
Due to increase in cash balance and deposit with Government
Aauthorities. |
| Debt-Equity Ratio |
11.39 |
4.59 |
148% |
Loss for the year due to decrease in operating revenue in
current year as compared to previous year and increase in debt. |
| Operating Profit Margin (%) |
0.18 |
0.28 |
-36% |
Change in revenue mix |
| Net profit Margin (%) |
-0.33 |
-0.16 |
108% |
Decrease in operating revenue |
| Return on Net Worth Ratio |
-0.56 |
-0.28 |
100% |
Lower EBIT |
v. Risks and Concerns
The higher interest environment, and the uncertainty in reduction of
interest rates, is a negative for the industry, also input costs still remain elevated.
vi. Internal Control Systems and their Adequacy
The Company has a well-defined organization structure, documented
policy guidelines, predefined authority levels, and an extensive system of internal
controls system. An independent internal audit firm appointed by the Company conducts
audits to ensure adequacy of internal control systems, adherence to management policies
and compliance with the laws and regulations.
vii. Financial Performance
During the year under review Companys operational income is
Rs.1,887.74 lakhs (previous year 3,068.58 lakhs) and other income is Rs. 90.95 lakhs
(previous year Rs. 65.20 lakhs). Company has generated a Loss of Rs. 625.57 lakhs
(previous year Loss of Rs. 485.82 lakhs).
viii. Material development in Human Resources
Your Company firmly believes that success of a company comes from good
Human Resources. Employees are considered an important asset and key to its success. The
employees relation continued to be satisfactory.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Shridhar Pittie (DIN No.: 00562400), Director of the Company
retires by rotation in accordance with the provisions of Section 152 of the Companies Act,
2013 (Act) at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment.
He was re-appointed as Chairman & Managing Director of the Company for a period of
three years with effect from June 30, 2023 by the Board at its meeting held on May 30,
2023.
Mrs. Ranjana Kaul (DIN No.: 07122917) was appointed as an Additional
and Independent Director of the Company by the Board on February 14, 2023. Further, the
Board also appointed her as an independent director for a period of five years with effect
from February 14, 2023 subject to the approval of shareholders in the upcoming AGM.
Necessary resolutions for the aforesaid Directors are proposed at the
ensuing AGM for approval by the members.
Mrs. Malvika S. Pittie (DIN No.: 00730352) resigned from her office as
Non-Executive Director of the Company w.e.f March 23, 2023. The Board placed on record the
sincere appreciation of valuable advice/ service rendered by her, during her tenure as
NonExecutive Director of Company.
In terms of Section 203 of the Act, the following are the Key
Managerial Personnel (KMP) of the Company:
• Mr. Shridhar Pittie- Chairman & Managing Director
• Mr. Sajjan Kumar Jhunjhunwala- Chief Financial Officer
• Mr. Akash Joshi- Company Secretary & Compliance Officer
DECLARATION FROM INDEPENDENT DIRECTORS
Mr. Nayankumar C. Mirani (DIN No.: 00045197), Mr. Mohan V. Tanksale
(DIN No.: 02971181), Mr. Sandeep G. Gokhale and Mrs. Ranjana Kaul (DIN No.: 07122917)
additional and independent director of the Company had submitted declarations that each of
them meet the criteria of independence as provided in sub Section (6) of Section 149 of
the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations" and there has been no change in the circumstances which may affect their
status as Independent Director during the year. In the opinion of the Board, the
Independent Directors possess appropriate balance of skills, experience and knowledge, as
required. In terms of Regulation 25(8) of
SEBI Listing Regulations, independent directors have confirmed that
they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties.
NUMBERS OF MEETINGS OF THE BOARD
During the year 2022-23, four board meetings were convened and held i.e
on 27.05.2022, 13.08.2022, 14.11.2022 and 14.02.2023. The maximum interval between the
meetings did not exceed the period prescribed under Companies Act, 2013. Details of
attendance are attached and form part of the Annual Report.
COMMITTEE OF BOARD OF DIRECTORS
The Committees of the Board have been constituted/ reconstituted in
accordance with the provisions of the Companies Act, 2013. Currently, the Board has the
following Committees:
Audit Committee, Nomination & Remuneration Committee and
Stakeholder Relationship Committee. The details pertaining to composition of meetings held
during the year and the attendance of directors in respect of the meetings of these
Committees are attached and form part of the Annual Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has formulated and published a Whistle Blower Policy to
provide a mechanism ("Vigil Mechanism") for employees including directors of the
Company to report genuine concerns. The provisions of this policy are in line with the
provisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism)
is uploaded on the
Companys website:- http://www.rajabahadur.com
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR
INDEPENDENT DIRECTORS
The remuneration policy for directors and senior management and the
criteria for selection of candidates for appointment as directors, independent directors,
senior management as adopted by the Board of Directors are placed on the Companys website
at (https://www.rajabahadur.com/coc.php). There has been no change in the policies since
the last fiscal year.
The Board of Directors affirm that the remuneration paid to the
directors is as per the terms laid out in the remuneration policy of the Company.
EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Boards own performance, Board Committees
and Individual Directors was carried out pursuant to the provisions of the Act in the
following manner:
| Sr. No. |
Performance evaluation of |
Performance evaluation performed by |
Criteria |
| 1. |
Each Individual Directors |
Nomination and Remuneration Committee |
Attendance, contribution to the Board and Committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution
and guidance provided, key performance aspects in case of executive directors etc. |
| 2. |
Independent Directors |
Entire Board of Directors excluding the Director who is being
evaluated |
Attendance, contribution to the Board and Committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution,
and guidance provided etc. |
| 3. |
Board, and its Committees |
All Directors |
Board composition and structure, effectiveness of Board
processes, Evaluation of risk, look into governance and compliance, review grievance of
investor, check availability of sufficient funds, information and functioning, fulfilment
of key responsibilities, performance of specific duties and obligations, timely flow of
information, contribution to the discussion, etc. The assessment of committees based on
the terms of reference of the committees and effectiveness of the meetings. |
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management
policy and is responsible for reviewing the risk management plan and ensuring its
effectiveness. The audit committee has additional oversight in the area of financial risks
and controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. More details on risk
management are covered in the Management Discussion and Analysis, forming a part of the
Annual Report.
The Covid-19 pandemic highlighted the importance of effective risk
management and contingency planning and the Company and Board are evaluating this policy
in view of the risks that have been particularly highlighted by the pandemic.
DIRECTORS RESPONSIBILTY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained, your Directors make the following statements in
terms of Section 134(5) of the Companies Act, 2013:
i. that in the preparation of the annual accounts for year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
ii. that such accounting policies have been selected 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 on 31st March, 2023 and of the loss of the Company for the year
ended on that date;
iii. that proper and sufficient care have been taken for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. that the annual accounts have been prepared on a going concern
basis;
v. that proper internal financial controls were in place and that such
internal financial controls are adequate and were operating effectively;
vi. that systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate system of internal financial controls
over financial reporting as required under the Act. Internal control systems comprising of
policies and procedures are designed to ensure sound management of your Companys
operations, safekeeping of its assets, optimal utilization of resources, reliability of
its financial information and compliance. The Audit Committee of the Board reviews the
internal control systems with the Management, Internal Auditors and Statutory Auditors.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
Raja Bahadurs Realty Limited is wholly owned subsidiary of the Company
is engaged in the business of real estate and property development activities. The salient
features of the financial summary statement in Form AOC - 1 is enclosed as "Annexure
- D."
The Company does not have any Joint Ventures / Associates.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance
with the provisions of the Section 129 of the Act, read with the Companies (Accounts)
Rules, 2014, applicable Indian Accounting Standards (IND-AS) and the provisions of the
Listing Regulations and forms part of the Annual Report.
DEPOSITS
During the year, the Company has not accepted any public deposits in
terms of Section 73 of the Act.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the
Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual
Return of the
Company as at 31st March, 2023 is uploaded on the website of
the Company at Web link: https://www.rajabahadur.com/coc.php.
STATUTORY AUDITORS AND AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, M/s. Jain P.C. & Associates,
Chartered Accountants (FRN No. 126313W) were appointed as Statutory Auditors of the
Company for second term for a period of five years at the 96th AGM held on
08.08.2022 to hold office till the conclusion of the AGM to be held in the year 2027.
M/s. Jain P.C. & Associates, Statutory Auditors have confirmed that
they are not disqualified to act as Auditors and are eligible to hold office as Statutory
Auditors of your Company and they would continue to hold the office of Statutory Auditors
for the financial year 2022-23.
During the year under review, the statutory Auditors had not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3)(f) of the Act.
There were no qualification/ adverse remark/ observation of the
statutory Auditors relating to financial statement and they have given unmodified opinion
report.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 and other applicable
provisions of the Companies Act, 2013, Parikh & Associates, Practicing Company
Secretaries Secretarial Auditors have issued the Secretarial Auditors Report and their
report is attached hereto as "Annexure-A".
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable secretarial standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
COST AUDITORS
The provisions of section 148 are not applicable to the Company and
accordingly the maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, is not required.
PARTICULARS OF REMUNERATION TO EMPLOYEES
Disclosures with respect to the remuneration of Directors, KMPs and
employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given in "Annexure-B" to this Report.
Details of employees remuneration as required under provisions of
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on your
Companys website at (https://www.rajabahadur.com/Dis.php).
RELATED PARTY TRANSACTIONS
The Board has framed a policy for related party transactions.
Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act
read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and
the same forms part of this report as "Annexure-C".
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 ("the
Act") read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are
not applicable to your Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and has not received any complaint of
sexual harassment during the financial year 2022-23.
LISTING FEES
The Company has paid the listing fees to BSE Limited for the year
2023-2024.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal
Procedures and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation,
2015 and is available on our website (www.rajabahadur.com)
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments
in contravention of the provisions of the Section 186 of the Companies Act, 2013. The
details of the loans and guarantees given and investments made by the Company are provided
in the notes to the financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of nature of business of the Company, particulars regarding
conservation of energy and technology absorption are not given. However, the Company has
taken various measures to conserve energy at all levels.
There was no foreign exchange earnings and outgo during the year under
report.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Corporate Governance is not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant or material orders were passed by any regulator or court
that would impact the going concern status of the Company and its future operations.
ACKNOWLEDGEMENT
The Board of Directors are thankful to its Bankers and Institutions for
the support and financial assistance from time to time.
Your Directors are pleased to place on record their sincere
appreciation to all the employees of the Company whose untiring efforts have made
achieving its goal possible. Your Directors wish to thank the Central and State
Governments, customers, suppliers, business associates, shareholders for their continued
support and for the faith reposed in your Company.
|
For and on behalf of the Board |
|
Shridhar Pittie |
|
DIN:00562400 |
|
Chairman & Managing Director |
| Place :- Mumbai |
|
| Date :- May 30, 2023 |
|
+91-9892691696
