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RDB Realty and Infrastructure Directors Report, RDB Realty Reports by Directors
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RDB Realty and Infrastructure
BSE: 533285|ISIN: INE245L01010|SECTOR: Construction & Contracting - Real Estate
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Download Annual Report PDF Format 2012 | 2011 | 2010
Directors Report Year End : Mar '12    « Mar 11
The Directors have pleasure in presenting the 6th Annual Report on the
 business and operations of the Company together with the audited
 accounts for the year ended 31st March 2012.
 
 Consolidated Financial Performance
 
                                                   (Rs in Lacs)
 
 Particulars                 Financial Year     Financial Year
 
                                  2011-2012          2010-2011
 
 Total Income                     13,899.25          10,021.68
 
 Less: Expenses                   11,116.38           7,967.85
 
 Profit/(Loss) before 
 interest and depreciation         2,782.87           2,053.84
 
 Less: a) Interest                   896.20             338.90
 
 b) Depreciation                      63.13              56.90
 
 Profit/(Loss) 
 before taxation                   1,823.53           1,658.04
 
 Add: Prior Period Income                 -               0.80
 
 Less:- Provisions for 
 current tax and deferred tax        455.57             412.69
 
 Profit/(Loss) After Tax           1,367.96           1,246.14
 
 Add: Share of 
 Profit/Loss in Associates            10.60               0.16
 
 Less:- Minority Adjustment           56.43             (11.89)
 
 Profit/(Loss) After Tax 
 and minority adjustments          1,322.13           1,258.19
 
 Add: Balance brought 
 forward from last year            1,902.69             858.13
 
 Balance available for 
 appropriations                    3,224.82           2,116.32
 Less: Appropriations
 
 a) Provision for proposed 
 dividend on equity shares           108.00              64.80
 
 b) Provision for dividend tax        17.52              10.51
 
 c) Transfer to general reserves          -             100.00
 
 Balance carried to the 
 Balance Sheet                     3,099.30           1,941.01
 
 Stand-Alone Financial Performance
 
                                                   (Rs in Lacs)
 
 Particulars                Financial Year      Financial Year
                                 2011-2012           2010-2011
 
 Total Income                     8,994.15            6,641.59
 
 Less: Expenses                   6,879.52            5,435.54
 
 Profit/(Loss) before 
 interest and depreciation        2,114.63            1,206.86
 
 Less a) Interest                   939.99              362.21
 
 b)   Depreciation                   38.08               36.04
 
 Profit/(Loss) 
 before taxation                  1,136.56              807.80
 
 Add: Prior Period Income                -                0.80
 
 Less: Provisions for 
 current tax and deferred tax       231.02              195.36
 
 Profit/(Loss) After Tax            905.55              613.24
 
 Add: Balance brought 
 forward from last year           1,926.66            1,488.73
 
 Balance available for 
 appropriations                   2,832.21            2,101.97
 Less: Appropriations
 
 a)Provision for proposed 
 dividend on equity shares          108.00               64.80
 
 b) Provision for dividend tax       17.52               10.51
 
 c) Transfer to general reserves         -              100.00
 
 Balance carried to 
 the Balance Sheet                2,706.69            1,926.66
 
 Review of operations
 
 During the year under review, the Company''s total income has increased
 by 35.42 % to Rs8,994.15 Lacs as compared to Rs6,641.59 Lacs during the
 preceding year.
 
 During the year under review, your Company has executed and handed over
 Residential Projects covering an area of around 56,061 square feet and
 Commercial Projects covering an area of around 1,05,000 square feet
 resulting in aggregate completion of around 1,61,061 square feet.
 
 Presently your Company along-with its subsidiaries has 20 on going
 projects at various stages of planning and development on the available
 land bank. This includes housing projects, integrated townships,
 shopping malls and commercial complexes. It is the vision of your
 Company to achieve best of professionalism and to develop, build and
 deliver best of Real Estate and quality construction.
 
 During the period under review, your Company focused on improving
 productivity, reducing costs and utilised its cash flows most
 effectively.
 
 The Company has not brought any changes in its accounting policies
 during the year under review.
 
 More details about the business and operations of your Company are
 provided in the Management Discussion and Analysis Report, forming part
 of this Annual Report.
 
 Dividend
 
 Your directors are pleased to recommend a final dividend of Rs1/- per
 equity share of Rs10 each (i.e. 10%) subject to the approval of members
 at the ensuing Annual General Meeting, for the financial year ending
 31st March 2012.
 
 Business Activity
 
 The main business activity of your Company is development and
 construction of residential and commercial projects.
 
 The Company has been awarded 4 (four) new projects by HSCC, namely,
 AIIMS Delhi (Hostel Block), AIIMS Bhubaneswar (Hostel Block), RIMS
 Imphal (Hostel Block) and RIMS Imphal (OPD Block). There are 5 projects
 which are scheduled to be completed in the coming year.
 
 During the year under review, your Company has not changed its existing
 line of business.
 
 Directors
 
 The strength of Board Members of the Company is six, which includes 4
 Independent Director, 1 Whole-time Director and 1 Chairman & Managing
 Director.
 
 In terms of Section 256 of the Companies Act, 1956 and Clause No. 89 of
 Articles of Association of the Company, Mr. Mahendra Pratap Singh,
 Independent Director, retires by rotation at the ensuing Annual General
 Meeting, and being eligible, offers himself for re-appointment.
 
 Brief resume of Mr. Mahendra Pratap Singh, who is proposed to be
 reappointed and other details as stipulated under Clause 49 of the
 Listing Agreement, is provided in the Notice for convening the Annual
 General Meeting.
 
 Your Directors recommend the above appointment/ re-appointment.
 
 None of the Directors of your Company is disqualified as per the
 provisions of Section 274(1)(g) of the Companies Act, 1956.
 
 Loan to Directors and Executives
 
 There were no loans to Directors and Executives during the financial
 period.
 
 Management Discussion and Analysis Report
 
 A separate report on Management Discussion and Analysis
 
 as per Clause 49 of the Listing Agreement with the stock exchanges is
 forming part of this Annual Report.
 
 Corporate Governance
 
 Your Company has taken adequate steps to ensure that all mandatory
 provisions of Corporate Governance, as provided under Clause 49 of the
 Listing Agreement with the stock exchanges, as amended from time to
 time are complied with.
 
 A separate report on Corporate Governance along with the Auditors''
 Certificate for its due compliance is forming part of this Annual
 Report.
 
 CEO/CFO Certification
 
 The CEO/ CFO certificate on the financial statements of the Company as
 required under Clause 49 of the Listing Agreement forms part of this
 Annual Report.
 
 Human Resources
 
 Your Company believes in best HR practices by providing its employees a
 world class working environment, giving them equal opportunities to
 rise and grow. We continue to implement the best of HR policies so as
 to ensure that talent retention is ensured at all levels. Employee
 relations continued to be cordial and harmonious at all levels and in
 all divisions of the Company during the year. Presently your Company
 does not have any employee falling within the scope of Section 217 (2A)
 of the Companies Act, 1956, read with Companies (Particulars of the
 Employees) Rules, 1975.
 
 Secretarial Compliance Certificate
 
 In the absence of the Company Secretary of the Company, the Board had
 appointed Ms Minu Tulsian, Company Secretary, for issuance of
 Compliance Certificate in terms of the provisions of Section 383A of
 the Companies Act, 1956. The compliance certificate received in 
 accordance with provisions of Sections 383A of the Companies Act, 1956 
 read with the Companies (Compliance Certificate) Rules, 2001 forms part 
 of this Annual Report. The said compliance is self-explanatory and 
 needs no comments.
 
 Health, Safety and Environmental Protection
 
 Your Company has complied with all the applicable laws.  The Company
 has been complying with relevant laws and has been taking all necessary
 measures to protect the environment and maximise worker protection and
 safety.
 
 Subsidiary Company
 
 Your Company has 11 subsidiaries as on 31st March 2012.  Pursuant to
 Accounting Standard AS-21 issued by the Institute of Chartered
 Accountants of India and the Listing Agreement, Consolidated Financial
 Statements, which includes the financial information of the
 subsidiaries, are enclosed and forms part of this Annual Report.
 
 As per General Circular No. 2/2011 dated 8th February 2011, issued by 
 Ministry of Corporate Affairs, the requirement of Section 212 of the 
 Companies Act, 1956, (which requires Holding company to attach the 
 Annual Report(s) of subsidiary companies with its Annual Report) has 
 been done away provided certain conditions are fulfilled by the 
 Company. Your Company has complied with all the conditions as per
 the said circular and therefore Annual Report of the subsidiary
 companies are not attached with this Report.
 
 In compliance with the terms of the exemption granted by Ministry of
 Corporate Affairs, Government of India, we have presented summary
 financial information for each subsidiary which includes Capital,
 Reserves, Total Assets, Total Liabilities, Details of Investment
 (except in case of Investment in the Subsidiaries), Turnover, Profit
 before taxation, Provision for taxation, Profit after taxation and
 Proposed Dividend which forms part of this Annual Report.
 
 Annual Accounts of the subsidiary companies and the related detailed
 information will be made available to the investors of holding and
 subsidiary companies upon request from the shareholders and the Annual
 Accounts of the subsidiary companies will also be kept for inspection 
 by any investor in its registered office and that of the subsidiary 
 companies concerned.
 
 Directors'' Responsibility Statement
 
 The Director''s Responsibility Statement, setting out compliance with
 the accounting and financial reporting requirements specified under
 Section 217(2AA) of the Companies Act, 1956, in respect of the
 financial statements, is furnished below and on behalf of the Board of
 Directors, it is hereby confirmed:-
 
 1.  that in the preparation of the annual accounts, the applicable
 accounting standards have been followed;
 
 2.  that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for that period;
 
 3.  that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 4.  that the Directors have prepared the annual accounts on a going
 concern basis;
 
 Auditors
 
 M/s S M Daga & Co., Chartered Accountants, Statutory Auditors retire at
 the ensuing Annual General Meeting and being eligible for
 re-appointment, have offered themselves for re-appointment and have
 further confirmed that the said re-appointment will be in conformity
 with the provisions of Section 224 (1B) of the Companies Act, 1956.
 The Board of Directors upon the recommendation of the Audit Committee
 proposes the re-appointment of M/s S M Daga & Co., Chartered
 Accountants as the Statutory Auditors of the Company.
 
 Auditors observation
 
 There are no reservations, qualification or adverse remark contained in
 the Auditors Report attached to the Balance Sheet as at 31st March
 2012.
 
 Public Deposit
 
 During the year under review, the Company has neither accepted nor
 renewed any public deposit and has no overdue or unclaimed public
 deposit, as defined under Section 58 (A) of the Companies Act, 1956,
 read with Companies (Acceptance of Deposit) Rules, 1975.
 
 Listing at Stock Exchange
 
 The equity shares of the Company are presently listed at BSE Limited,
 P.J Towers, Dalal Street, Mumbai and The Calcutta Stock Exchange
 Limited, 7 Lyons Range, Kolkata and the Company has paid listing fee
 upto 31st March 2013 in respect of above stock exchanges.
 
 Investor Relations
 
 Investor Relations have been cordial during the year. As a part of
 compliance, the Company has a Shareholder''s/ Investor''s Grievance
 Committee to redress the issues relating to investors. It consists of
 three members namely Mr. Om Prakash Rathi, Independent Director, Mr.
 Mahendra Pratap Singh, Independent Director and Mr. Pradeep Kumar
 Pugalia, Whole-Time Director of the Company. Mr. Om Prakash Rathi,
 Independent Director is the Chairman of the Committee. The details of
 this Committee are provided in the Corporate Governance Report forming
 part of this Annual Report.
 
 Conservation of energy, technology absorption and foreign exchange
 earning and outgo
 
 Particulars of conservation of energy, technology absorption and
 foreign exchange earning and outgo as required under Section 217 (1)
 (e) of the Companies Act,1956, read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988 are given
 in the annexure and forms part of this Report.
 
 Acknowledgements
 
 Your Directors would like to place on record their sincere gratitude to
 the shareholders, bankers, business associates, retailers, suppliers,
 customers, government and other regulatory agencies for their continued
 support and faith in the Company. Your Directors are also happy to
 place on record their appreciation for the whole-hearted co- operation,
 commitment and contribution made by all the employees and look forward
 to their continued support.
 
                                         For and on behalf of the Board
 
 Place: Kolkata                                   S. L. Dugar
 
 Date: 28.05.2012                          Chairman & Managing Director
Source : Dion Global Solutions Limited
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