rdb realty & infrastructure ltd share price Directors report


Dear Members,

Your 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 31st March, 2023.

FINANCIAL SUMMARY

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

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

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 COMPANYS 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 31st 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 31st March, 2023 and Rs. 4885.69 Lakhs for the year ended 31st March, 2022.

The consolidated net profit of the Company is Rs. 1,708.01 for the year ended 31st 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 31st March, 2023 and Rs. 7,237.56 Lakhs for the year ended 31st 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 31st 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;

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 Boards 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. 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 11th 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. 01st 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. 06th 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 06th 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 13th 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. Name No.

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. 24th 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

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 Companys 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 6th April, 2022; 30th May, 2022; 22nd July, 2022; 10th August, 2022; 21st October, 2022; 10th November, 2022; 17th December, 2022; 16th January, 2023; 1st February, 2023; 13th February, 2023; 27th February, 2023; 06th March, 2023 and 23rd 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 Companys 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 Companys 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 13th 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 Companys 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 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

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

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

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 Blowers 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 Companys 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 arms 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 Standalone Financial Statements forming part of this Annual Report. The Companys 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 COMPANYS OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys 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

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 - 3.

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 24th 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 AUDITORS

Statutory 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 31st 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 Boards Report.

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

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 Companys 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, 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., 31st March, 2023 and date of this Report i.e., 11th 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

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/-

Place: Kolkata

Rajeev Kumar IPS

Date: 11th August, 2023

Chairman & Whole-time Director